SCHEDULE 13D: Stuart A. Miller Discloses 7.5% Stake in Millrose Properties Following Lennar Spin-Off and Open Market Purchases

Stuart A. Miller, Executive Chairman and Co-CEO of Lennar Corporation, has disclosed a 7.5% beneficial ownership stake in Millrose Properties, Inc. following its spin-off from Lennar, along with subsequent open market purchases totaling nearly $10 million.

Summary

• Stuart A. Miller, Executive Chairman and Co-Chief Executive Officer of Lennar Corporation, has filed a Schedule 13D disclosing his beneficial ownership in Millrose Properties, Inc.
• The beneficial ownership primarily resulted from the Spin-Off of Millrose Properties from Lennar Corporation, which was completed on February 7, 2025.
• In the Spin-Off, Lennar shareholders received one share of Millrose Properties Class A or Class B Common Stock for every two shares of Lennar Class A or Class B common stock held as of January 21, 2025.
• Mr. Miller became the beneficial owner of 413,704 shares of Class A Common Stock and 11,670,757 shares of Class B Common Stock through the Spin-Off without any monetary consideration.
• Following the Spin-Off, Mr. Miller acquired an additional 424,630 shares of Class A Common Stock on the open market for a total cost of $9,999,017.57, financed by his personal funds.
• Mr. Miller's aggregate beneficial ownership in Millrose Properties is 12,509,091 shares of Class A Common Stock, representing 7.5% of the total Class A shares outstanding.
• Due to his 98.7% ownership of Class B Common Stock, which carries 10 votes per share and can be converted to Class A, Mr. Miller controls 117,545,904 votes, representing 43.2% of all votes at a stockholder meeting.

Sentiment

Score: 6

Explanation: The document is a factual disclosure of beneficial ownership following a corporate spin-off and subsequent open market purchases. The sentiment is neutral to slightly positive due to the insider buying, but it does not contain forward-looking financial projections or operational updates that would significantly sway sentiment.

Positives

• The Spin-Off of Millrose Properties from Lennar Corporation was successfully completed on February 7, 2025, creating a new independent entity.
• Stuart A. Miller, a key executive from Lennar, has demonstrated confidence in Millrose Properties by acquiring an additional 424,630 shares of Class A Common Stock on the open market for nearly $10 million using personal funds.

Risks

• The Issuer's charter contains a limitation prohibiting Mr. Miller or other members of his family from owning greater than 12.8% in aggregate (value or number of shares) of the outstanding Class A Common Stock or all classes/series of the Issuer's capital stock.

Future Outlook

Mr. Miller may occasionally elect to purchase additional shares of Class A Common Stock or Class B Common Stock on the open market or in private transactions, subject to the Issuer's ownership limitations.

Management Comments

• "Mr. Miller's becoming the beneficial owner of more than 5% of the Class A Common Stock resulted from the consummation of the Spin Off."
• "Mr. Miller may occasionally elect to purchase shares of Class A Common Stock or Class B Common Stock on the open market or in a private transaction."

Industry Context

This filing reflects the completion of a corporate spin-off, a common strategy used by larger companies like Lennar to unlock value by separating non-core assets or creating independent entities focused on specific business segments. Stuart A. Miller's significant ownership stake and subsequent open market purchases indicate a strong personal commitment to the newly independent Millrose Properties, which is typical for executives involved in such strategic separations.

Comparison to Industry Standards

• As a Schedule 13D filing, this document primarily serves as a disclosure of beneficial ownership following a triggering event (the spin-off and subsequent purchases). It does not contain financial performance metrics that would allow for direct comparison to industry-specific financial benchmarks or competitor results.
• The ownership structure, particularly the dual-class share structure with Class B shares carrying 10 votes, is a common corporate governance mechanism, seen in companies like Google (Alphabet Inc.) and Berkshire Hathaway, designed to maintain control for founding families or key insiders.
• The 7.5% Class A beneficial ownership and 43.2% voting power for Stuart A. Miller are significant, aligning with the intent of such structures to concentrate voting control.

Corporate Governance

Related Party Transactions

• Stuart A. Miller is the sole officer and director of LMM Family Corp., which is the general partner of MP Alpha Holdings LLLP.
• MP Alpha Holdings is the holder of a majority of partnership interests in The Miller Charitable Fund LLLP, and LMM is the general partner in Miller Charitable Fund.
• Mr. Miller is trustee of Stuart A. Miller 2024 GRAT and Stuart A. Miller 2024 GRAT 2.
• Mr. Miller is on the board of directors of the Miller Foundation with his brother and sister, and is deemed to control it.
• Mr. Miller is a director of the Stuart A. Miller Family Foundation.
• Mr. Miller, Leslie Saiontz (sister), and Jeffrey Miller (brother) are trustees and beneficiaries of trusts that directly or indirectly hold substantial limited partner interests in MP Alpha Holdings and the Miller Charitable Fund, which together own 10,816,805 shares of Class B Common Stock.

Stakeholder Impact

• Shareholders: The Spin-Off created a new publicly traded entity, Millrose Properties, providing Lennar shareholders with shares in the new company. Stuart A. Miller's significant beneficial ownership and voting control (43.2%) through the dual-class structure ensures stable leadership and strategic direction, but also concentrates power, potentially limiting influence for other shareholders. His open market purchases may signal confidence to other investors.
• Management/Employees: The Spin-Off establishes Millrose Properties as an independent entity, potentially leading to new strategic focus and operational structures. Mr. Miller's continued involvement and significant stake suggest continuity in strategic oversight.

Next Steps

• Mr. Miller may elect to purchase additional shares of Class A Common Stock or Class B Common Stock on the open market or in private transactions.

Key Dates

Keywords

Millrose Properties, Stuart A. Miller, Lennar Corporation, Spin-Off, Schedule 13D, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Corporate Governance, Shareholder Disclosure