Lennar Launches Exchange Offer of Millrose Stock for Lennar Stock

Rhea-AI Summary

Lennar (NYSE: LEN) launched an exchange offer on Oct 10, 2025 to exchange the approximately 20% stake it currently owns in Millrose (NYSE: MRP) — 33,298,764 shares as of Oct 7, 2025 — for Lennar Class A common stock.

The offer runs from Oct 10, 2025 and expires on Nov 7, 2025 unless extended or terminated. Tendering Lennar Class A shares will receive Millrose Class A shares at a 6% discount, subject to a cap of 4.1367 MRP shares per LEN share and a final exchange ratio tied to the three‑day VWAP expected on Nov 3–5, 2025. The offer is registered on a Form S-4; completion depends on the Registration Statement becoming effective and could be delayed or withdrawn if the SEC does not declare it effective during the current U.S. government shutdown.

Positive

• Offers to exchange up to 33,298,764 Millrose shares (≈20% stake)
• 6% discount on exchange ratio may incentivize tendering
• Final ratio tied to three-day VWAP (expected Nov 3–5, 2025)

Negative

• Completion conditioned on SEC effectiveness; government shutdown could force extension or withdrawal
• If not fully subscribed, Lennar may dispose remaining Millrose shares via spin-off, sale, or offering
• Exchange offer excludes Lennar Class B holders; only Class A stockholders are eligible

Insights

Capital Markets Strategist

Exchange offer lets Lennar convert its ~20% Millrose stake into Lennar stock at a capped, 6% discount; SEC timing is critical.

The transaction is an intra-group share exchange where Lennar offers up to its entire ~20% holding in Millrose in return for Lennar Class A shares using a ratio tied to the three‑day arithmetic VWAP ahead of expiration. The structure caps received Millrose shares at 4.1367 per Lennar share and embeds a 6% discount to the calculated ratio, which determines how many Millrose shares tendering Lennar holders will receive.

The offer’s completion hinges on the Registration Statement becoming effective; the SEC’s operational status during the federal shutdown creates clear conditional timing risk. If the shutdown persists, Lennar must decide by October 31, 2025 whether to extend or terminate, and the final exchange ratio will be set and announced by 9:00 a.m. on the trading day before the (expected) expiration of November 7, 2025. Investors should watch the SEC effectiveness determination, the announced final exchange ratio (based on VWAP for November 3–November 5, 2025), and subscription levels, which will determine pro‑rata acceptance and any subsequent disposition route for unswapped shares within the weeks after the offer closes.

MIAMI, Oct. 10, 2025 /PRNewswire/ -- Lennar Corporation (NYSE: LEN and LEN.B) ("Lennar"), one of the nation's leading homebuilders, announced today its offer to exchange the approximately 20% it owns of the total outstanding shares of Millrose Properties, Inc. (NYSE: MRP) ("Millrose") for outstanding shares of Lennar Class A common stock (the "Exchange Offer"). In February 2025, Lennar completed the spin-off of Millrose through a distribution of approximately 80% of Millrose's stock to Lennar stockholders.

The Exchange Offer begins immediately and will expire on November 7, 2025, unless extended or terminated. The Exchange Offer enables Lennar stockholders to exchange shares of Lennar Class A common stock for shares of Millrose Class A common stock at a 6% discount, subject to an upper limit of 4.1367 shares of Millrose Class A common stock per share of Lennar Class A common stock tendered and accepted in the Exchange Offer.

Lennar will determine the ratio at which shares of Lennar Class A common stock and shares of Millrose Class A common stock will be exchanged by reference to the arithmetic average of the daily volume-weighted average prices of shares of Lennar Class A common stock and Millrose Class A common stock on the NYSE during the three consecutive trading days ending on and including the second trading day preceding the expiration date of the Exchange Offer, which are expected to be November 3, November 4 and November 5, 2025, if the Exchange Offer is not extended or terminated. The final exchange ratio, reflecting the number of shares of Millrose Class A common stock that tendering stockholders will receive for each share of Lennar Class A common stock accepted in the Exchange Offer, will be announced by press release by 9:00 a.m., New York City time, on the trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, will be November 7, 2025). The final exchange ratio, when announced, and a daily indicative exchange ratio beginning on the third trading day of the Exchange Offer period, will also be available at www.envisionreports.com/lennarexchange.

The Exchange Offer is being registered under the Securities Act of 1933 in a registration statement on Form S-4 (the "Registration Statement") filed by Millrose with the Securities and Exchange Commission ("SEC") today. The terms and conditions of the Exchange Offer are contained in the prospectus included in that Registration Statement (the "Prospectus") and a tender offer statement on Schedule TO filed by Lennar with the SEC today. Copies of the Prospectus, together with documents with which to tender shares, are being sent or made available to all Lennar Class A stockholders.

The Exchange Offer cannot be completed until the Registration Statement becomes effective. The SEC has announced that during the current U.S. federal government shutdown, the SEC will not declare registration statements effective. If the shutdown does not end by the anticipated November 7, 2025 expiration date, Lennar will either have to extend the expiration date or withdraw the Exchange Offer. If the shutdown is still in effect at midnight on October 31, 2025, Lennar will announce by 11:59 pm on October 31, 2025 whether it will (1) extend the Exchange Offer and, if so, the extended expiration date, or (2) terminate the Exchange Offer.

The completion of the Exchange Offer is subject to certain conditions. Lennar can withdraw the Exchange Offer at any time before it accepts tendered shares.

Lennar currently owns 33,298,764 shares of Millrose Class A common stock as of October 7, 2025, representing approximately 20% of the outstanding shares of Millrose Class A common stock. Lennar is offering to exchange up to all of these shares for outstanding shares of Lennar Class A common stock. If the Exchange Offer is consummated but not fully subscribed, Lennar intends to dispose of the shares of Millrose Class A common stock that were not exchanged through a subsequent spin-off, split-off, public offering, private sale or any combination of these potential transactions. If Lennar stockholders tender shares that would entitle them to receive more shares of Millrose Class A common stock than Lennar owns, Lennar will accept only a pro-rata portion of the shares that are tendered by each Lennar stockholder.

The Exchange Offer is voluntary for Lennar Class A stockholders. No action is necessary for Lennar Class A stockholders who choose not to participate. No offer is being made to holders of Lennar Class B common stock, and such holders are not eligible to participate in the Exchange Offer.

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as dealer managers for the Exchange Offer. Vestra Advisors, LLC is acting 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. Additionally, the possibility that the ongoing U.S federal government shutdown will cause the SEC not to be able to declare the Registration Statement effective before the expected expiration of the Exchange Offer may cause the anticipated timing and completion of the Exchange Offer to differ materially from what is described in this press release. 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 and 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 deliver 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, 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

 

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SOURCE Lennar Corporation

FAQ

What is Lennar's exchange offer for Millrose announced Oct 10, 2025 (LEN)?

Lennar is offering to exchange up to its 33,298,764 Millrose shares (~20%) for Lennar Class A shares, beginning Oct 10, 2025 and expiring Nov 7, 2025 unless extended.

How is the exchange ratio determined in the LEN offer for MRP shares?

The final ratio is based on the arithmetic average of three-day VWAPs for LEN and MRP expected on Nov 3–5, 2025 and will include a 6% discount cap.

When does the Lennar exchange offer for Millrose expire and can it be extended?

The offer expires on Nov 7, 2025 unless Lennar extends or terminates it; Lennar will announce by Oct 31, 2025 if the SEC shutdown prevents effectiveness.

What happens if more Lennar shareholders tender than Millrose shares available?

Lennar will accept tenders pro rata if requested MRP shares exceed the shares Lennar is offering.

Are all Lennar shareholders eligible to participate in the exchange offer (LEN)?

No. The offer is voluntary for Lennar Class A stockholders only; Lennar Class B holders are not eligible.

What are Lennar's plans for Millrose shares not exchanged in the offer?

If the offer is consummated but not fully subscribed, Lennar intends to dispose of remaining MRP shares via a spin-off, split-off, public offering, private sale, or combination.