Lennar Announces Final Exchange Ratio of 4.1367 in Exchange Offer

Rhea-AI Summary

Lennar (NYSE: LEN) announced a final exchange ratio of 4.1367 in its offer to exchange up to 33,298,764 shares of Millrose Class A stock (about 20% of Millrose outstanding) that Lennar owns for Lennar Class A common stock.

Under the ratio, each Lennar Class A share validly tendered and accepted will receive 4.1367 Millrose Class A shares. If fully subscribed, Lennar can accept up to approximately 8,049,596 Lennar Class A shares. The Exchange Offer may be prorated if oversubscribed and expires at 12:00 midnight New York City time on November 21, 2025.

Positive

• Final exchange ratio set at 4.1367
• Lennar offering 33,298,764 Millrose shares (≈20% of Millrose)
• Potential to accept up to 8,049,596 Lennar Class A shares

Negative

• Exchange Offer subject to proration if oversubscribed
• Accepted exchanges may be less than tendered shares due to proration

MIAMI, Nov. 20, 2025 /PRNewswire/ -- Lennar Corporation (NYSE: LEN and LEN.B) ("Lennar") announced today a final exchange ratio of 4.1367 (the "Final Exchange Ratio") for its previously announced offer to exchange up to 33,298,764 shares of Millrose Properties, Inc. (NYSE: MRP) ("Millrose") Class A stock it owns (approximately 20% total outstanding Millrose stock) for outstanding shares of Lennar Class A common stock (the "Exchange Offer").

For each share of Lennar Class A common stock that is validly tendered and not validly withdrawn by Lennar stockholders and that is accepted by Lennar pursuant to the terms of the Exchange Offer, the tendering stockholders will receive 4.1367 shares of Millrose Class A common stock.

Based on the Final Exchange Ratio, Lennar can accept for exchange up to approximately 8,049,596 shares of Lennar Class A common stock if the Exchange Offer is fully subscribed. Because the Exchange Offer will be subject to proration if it is oversubscribed, the number of shares of Lennar Class A common stock that Lennar accepts in the Exchange Offer may be less than the number of shares validly tendered by Lennar stockholders.

The Exchange Offer is scheduled to expire at 12:00 midnight, New York City time, on November 21, 2025.

About Lennar
Lennar Corporation, founded in 1954, is one of the nation's leading builders of quality homes for all generations. Lennar builds affordable, move-up and active adult homes primarily under the Lennar brand name. Lennar's Financial Services segment provides mortgage financing, title and closing services primarily for buyers of Lennar's homes and, through LMF Commercial, originates mortgage loans secured primarily by commercial real estate properties throughout the United States. Lennar's Multifamily segment is a nationwide developer of high-quality multifamily rental properties. LEN^X drives Lennar's technology, innovation and strategic investments.

Forward-Looking Statements
This communication contains certain statements about Lennar and Millrose that are forward-looking statements. Forward-looking statements are based on current expectations and assumptions regarding Lennar's and Millrose's respective businesses, the economy and other future conditions. In addition, the forward-looking statements contained in this communication may include statements about the expected effects on Lennar and Millrose of the Exchange Offer, the anticipated timing and benefits of the Exchange Offer, Lennar's and Millrose's anticipated financial results, and other statements that are not historical facts.

Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and are detailed more fully in Lennar's and Millrose's respective periodic reports filed from time to time with the SEC, the Registration Statement relating to the Exchange Offer and the Prospectus forming a part of it, the Schedule TO and other Exchange Offer documents filed by Lennar or Millrose, as applicable, with the SEC. Such uncertainties, risks and changes in circumstances could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and neither Lennar nor Millrose undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances, except to the extent required by applicable securities laws. Investors should not put undue reliance on forward-looking statements.

Additional Information and Where to Find It

This communication is for informational purposes only and is not an offer to sell or exchange, a solicitation of an offer to buy or exchange any securities or a recommendation as to whether investors should participate in the Exchange Offer. Millrose has filed with the SEC a Registration Statement on Form S-4 that includes the Prospectus. The Exchange Offer is made solely by the Prospectus. The Prospectus contains important information about the Exchange Offer, Lennar, Millrose and related matters, and Lennar will distribute the Prospectus to holders of Lennar Class A common stock. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BEFORE MAKING ANY INVESTMENT DECISION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. None of Lennar, Millrose or any of their respective directors or officers or the dealer managers appointed with respect to the Exchange Offer makes any recommendation as to whether you should participate in the Exchange Offer.

Lennar has filed with the SEC a Schedule TO, as amended from time to time, which contains important information about the Exchange Offer.

Holders of Lennar Class A common stock may obtain copies of the Prospectus, the Registration Statement, the Schedule TO and other related documents, and any other information that Lennar and Millrose file electronically with the SEC free of charge at the SEC's website at http://www.sec.gov. Holders of Lennar Class A common stock will also be able to obtain a copy of the Prospectus by clicking on the appropriate link on www.envisionreports.com/lennarexchange.

Lennar has retained Georgeson LLC as the information agent for the Exchange Offer. To obtain copies of the Prospectus and related documents, or for questions about the terms of the Exchange Offer or how to participate, you may contact the information agent at +1 (888) 624-7035 (toll-free for stockholders, banks and brokers) or +1 (218) 209-2908 (all others outside the United States and Canada).

Contact:
Ian Frazer
Investor Relations
Lennar Corporation
(305) 485-4129

View original content:https://www.prnewswire.com/news-releases/lennar-announces-final-exchange-ratio-of-4-1367-in-exchange-offer-302621154.html

SOURCE Lennar Corporation

FAQ

What is the final exchange ratio in Lennar's November 20, 2025 offer (LEN)?

The final exchange ratio is 4.1367 Millrose Class A shares per Lennar Class A share.

How many Millrose shares is Lennar offering in the exchange offer (LEN)?

Lennar is offering up to 33,298,764 Millrose Class A shares, representing approximately 20% of Millrose outstanding stock.

How many Lennar Class A shares can be accepted if the exchange offer is fully subscribed (LEN)?

If fully subscribed at the final ratio, Lennar can accept up to approximately 8,049,596 Lennar Class A shares.

When does Lennar's exchange offer expire (LEN)?

The Exchange Offer is scheduled to expire at 12:00 midnight, New York City time, on November 21, 2025.

Will all tendered Lennar shares be accepted in the exchange offer (LEN)?

No; the Exchange Offer is subject to proration, so accepted shares may be fewer than those validly tendered if oversubscribed.