SCHEDULE: Lennar Completes Millrose Properties Stock Exchange Offer

Lennar Corporation announced the final results of its exchange offer, significantly reducing its stake in Millrose Properties, Inc. Class A Common Stock.

Summary

• Lennar Corporation announced the final results of its previously announced offer to exchange approximately 20% of the total outstanding Class A Common Stock of Millrose Properties, Inc. for outstanding shares of Lennar Class A Common Stock on November 26, 2025.
• Pursuant to the Exchange Offer, Lennar exchanged 33,298,754 shares of Millrose Class A Common Stock.
• In return, Lennar issued 8,049,594 shares of its own Class A common stock.
• The exchange ratio for the transaction was 4.1367 shares of Millrose Class A Common Stock per share of Lennar Class A Common Stock.
• Following the completion of the offer, Lennar retains only 1,794 shares of Millrose Class A Common Stock and 7,063 shares of Millrose Class B Common Stock.
• Lennar's beneficial ownership of Millrose Class A Common Stock is now 0.0%.
• The percentage of ownership is calculated based on 154,183,686 outstanding shares of Millrose Class A Common Stock as of October 23, 2025, as reported in Millrose's Quarterly Report on Form 10-Q.

Sentiment

Score: 7

Explanation: The completion of the exchange offer is a positive strategic move for Lennar, allowing it to divest a non-core asset, and for Millrose, as it gains further independence. The transaction was previously announced and completed as expected.

Positives

• Lennar successfully completed its exchange offer, divesting a significant portion of its stake in Millrose Properties, Inc., which allows it to streamline its portfolio.
• The transaction enables Lennar to further focus on its core business operations.
• Millrose Properties, Inc. gains increased independence from Lennar, potentially simplifying its corporate structure and investor perception.

Future Outlook

The filing does not contain forward-looking statements or guidance, as it reports on the completion of a past transaction.

Management Comments

• Mark Liberman, Assistant Secretary of Lennar Corporation, certified that the information set forth in this statement is true, complete, and correct to the best of his knowledge and belief.

Industry Context

This transaction reflects a broader industry trend where larger corporations divest non-core assets or spin off subsidiaries to unlock shareholder value and allow each entity to pursue independent strategic objectives. For Lennar, a major homebuilder, reducing its stake in Millrose (likely a real estate investment trust or property management entity) allows it to sharpen its focus on its primary construction and development operations. For Millrose, it signifies a move towards full operational and financial independence.

Related Party Transactions

• The Exchange Offer itself constitutes a significant transaction between Lennar Corporation and Millrose Properties, Inc., which were related parties due to Lennar's prior 20% ownership stake. This transaction effectively reduced that related-party relationship.

Stakeholder Impact

• Lennar Shareholders: May benefit from Lennar's increased focus on its core business and the potential for a more streamlined corporate structure.
• Millrose Shareholders: The reduction of Lennar's stake could lead to increased liquidity and a clearer valuation for Millrose shares, as well as greater independence in strategic decision-making.
• Employees: Some employees who received unvested Lennar restricted stock awards in connection with the Millrose spin-off transaction forfeited shares of Millrose Class B Common Stock back to Lennar.

Key Dates

Recommendation

This filing details the completion of a previously announced strategic transaction (an exchange offer) rather than new operational or financial performance data. While the divestment of a significant stake by Lennar is a notable corporate governance event, it was largely anticipated. The filing itself does not provide sufficient new information to warrant a change in investment recommendation, but rather confirms the execution of a strategic plan. Investors should continue to evaluate the independent prospects of both Lennar and Millrose based on their respective core businesses and future financial disclosures.

Keywords

Lennar Corporation, Millrose Properties Inc., Exchange Offer, Class A Common Stock, Divestment, Spin-off, SEC Filing, Schedule 13D, Corporate Governance, Share Exchange