Lennar Announces Final Results of Exchange Offer

Rhea-AI Summary

Lennar (NYSE: LEN) announced final results of its exchange offer that expired on November 21, 2025. Lennar accepted 8,049,594 shares of Lennar Class A common stock in exchange for 33,298,754 shares of Millrose Class A common stock (Lennar previously owned approximately 20% of Millrose).

Total Lennar Class A shares validly tendered were 85,296,924; 84,518,299 were subject to proration and 778,625 were odd-lot shares not subject to proration. The final proration factor was 8.604228%. Computershare was exchange agent; Goldman Sachs and J.P. Morgan were dealer managers; Vestra Advisors was Millrose financial advisor.

Positive

• Accepted 8,049,594 Lennar Class A shares
• Exchanged 33,298,754 Millrose Class A shares
• Final proration factor set at 8.604228%

Negative

• Total tenders 85,296,924 led to oversubscription and proration
• Large majority of tendered shares were not accepted (proration applied)

Insights

Corporate finance analyst

Lennar completed a share-exchange that reduced its Millrose stake and converted 8,049,594 tendered Lennar shares into 33,298,754 Millrose shares.

Transaction mechanics: Lennar exchanged 33,298,754 shares of Millrose for acceptance of 8,049,594 shares of its own Class A common stock, following an offer that expired on Nov 21, 2025. The offer was oversubscribed; a proration factor of 8.604228% applied to non-odd-lot tenders, while odd-lot tenders (shares under 100) were fully accepted. Tendered but unaccepted Lennar shares will be returned; accepted holders will receive Millrose shares or cash for fractional portions.

Dependencies and risks: The immediate factual impacts are mechanical and custody-related: reduction of Lennar's Millrose holdings by the transferred 33,298,754 shares and a net collection of 8,049,594 Lennar shares from tendering holders. Key operational risks are correct book-entry crediting and timely return of unaccepted shares and cashing of fractional-share proceeds. No financial performance figures or valuations are provided, so effect on capital structure or per-share metrics cannot be determined from the disclosed facts.

What to watch (near term): confirmation that the Exchange Agent completes book-entry credits and returns by standard settlement timelines, any disclosure of how Lennar treats the accepted Lennar shares (retirement, treasury, or cancellation), and any update quantifying the post-exchange percentage holding in Millrose. Relevant dates are the Nov 21, 2025 expiration and the press date Nov 26, 2025.

MIAMI, Nov. 26, 2025 /PRNewswire/ -- Lennar Corporation (NYSE: LEN and LEN.B) ("Lennar") announced today the final results of 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% of the total outstanding Millrose stock) for outstanding shares of Lennar Class A common stock (the "Exchange Offer"). The Exchange Offer expired at 12:00 midnight, New York City time, on November 21, 2025 (the "Expiration Date").

Pursuant to the terms of the Exchange Offer, Lennar has accepted 8,049,594 shares of Lennar Class A common stock in exchange for 33,298,754 shares of Millrose Class A common stock.

Because the Exchange Offer was oversubscribed, Lennar accepted only a portion of the shares of Lennar Class A common stock that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered. Stockholders who owned fewer than 100 shares of Lennar Class A common stock, or an "odd-lot," who have validly tendered all of their shares, were not subject to proration, in accordance with the terms of the Exchange Offer. All shares validly tendered by eligible "odd-lot" shareholders were accepted. The final proration factor of 8.604228% was applied to all other validly tendered and not validly withdrawn shares of Lennar Class A common stock to determine the number of such shares that were accepted and exchanged for Millrose Class A common stock.

Based on the final count by the exchange agent, Computershare Trust Company, N.A. (the "Exchange Agent"), the final results of the Exchange Offer are as follows:

• Total number of shares of Lennar Class A common stock validly tendered and not validly withdrawn: 85,296,924
• Shares tendered that were subject to proration: 84,518,299
• Proration factor: 8.604228%
• "Odd-lot" shares tendered that were not subject to proration: 778,625
• Total number of shares of Lennar Class A common stock accepted: 8,049,594

Shares of Lennar Class A common stock tendered but not accepted for exchange will be promptly returned to the tendering stockholders. In addition, the Exchange Agent will promptly credit shares of Millrose Class A common in book-entry form to accounts maintained by the Millrose transfer agent for tendering stockholders whose shares of Lennar Class A common stock were accepted in the Exchange Offer. Checks in lieu of fractional shares of Millrose Class A common stock will be delivered after the Exchange Agent has aggregated all fractional shares and sold them in the open market.

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC served as dealer managers for the Exchange Offer. Vestra Advisors, LLC acted as exclusive financial advisor to Millrose.

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 was made solely by the Prospectus. The Prospectus contains important information about the Exchange Offer, Lennar, Millrose and related matters, and Lennar has distributed the Prospectus to holders of Lennar Class A common stock. 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-results-of-exchange-offer-302626493.html

SOURCE Lennar Corporation

FAQ

What did Lennar (LEN) announce on November 26, 2025 about the exchange offer?

Lennar announced final results: it accepted 8,049,594 Lennar Class A shares in exchange for 33,298,754 Millrose Class A shares.

How many Lennar (LEN) Class A shares were tendered and what was the proration factor?

A total of 85,296,924 Lennar Class A shares were validly tendered; the final proration factor was 8.604228%.

What happens to Lennar (LEN) shares that were tendered but not accepted?

Shares tendered but not accepted will be promptly returned to the tendering stockholders.

When did the Lennar (LEN) exchange offer expire and who was the exchange agent?

The exchange offer expired at midnight New York City time on November 21, 2025; the exchange agent was Computershare Trust Company, N.A..

Will Millrose shares be delivered to holders whose Lennar shares were accepted in the exchange?

Yes; the Exchange Agent will credit Millrose Class A shares in book-entry form to tendering stockholders whose Lennar shares were accepted.

Who served as dealer managers and financial advisor for the Lennar (LEN) exchange offer?

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC were dealer managers; Vestra Advisors, LLC was Millrose's exclusive financial advisor.