[8-K] Lennar Corporation Reports Material Event

Rhea-AI Filing Summary

Lennar Corp. (LEN) filed an 8-K announcing senior leadership changes. COO Fred Rothman, a 19-year veteran and COO since 2019, will retire effective 2 Sep 2025. Vice President, General Counsel & Secretary Mark Sustana will also retire on that date.

Sustana signed a two-year consulting agreement starting 3 Sep 2025 at $110,000 per month, dropping to $50,000 per month if the term is extended. The agreement includes standard non-compete, confidentiality and indemnification clauses and is provided as Exhibit 10.1.

Katherine Lee Martin, formerly EVP & General Counsel of Hertz Global Holdings and previously a senior litigator at X Corp./Twitter and the U.S. DOJ, will become Chief Legal Officer & Corporate Secretary on 2 Sep 2025. No successor for the COO role, financial metrics or strategic guidance were disclosed. A related press release is furnished as Exhibit 99.1.

Positive

• Continuity in legal affairs via two-year consulting agreement with retiring General Counsel.
• Appointment of experienced legal executive Katherine Lee Martin, bringing public-company and DOJ background.

Negative

• Retirement of COO Fred Rothman without an announced successor introduces operational uncertainty.
• High consulting cost of $110k per month adds ~$1.3 million annual expense.
• Simultaneous departure of two long-tenured executives could unsettle investor confidence.

Insights

Corporate Governance Expert

TL;DR: Two senior retirements; legal succession named; COO successor not yet disclosed.

Simultaneous departures of the COO and long-tenured GC represent meaningful governance events. Lennar mitigates legal-function continuity by retaining Sustana as a paid consultant and installing Katherine Lee Martin, who brings public-company and regulatory experience. However, the lack of a named COO successor introduces operational uncertainty. The consulting fee—about $1.32 million annually—is material but temporary. Overall governance impact is neutral to mildly negative until the COO transition plan is clarified.

Portfolio Manager

TL;DR: Leadership turnover poses short-term risk; transition plan partly offsets it.

Investors typically view C-suite exits as risk events, especially a COO who oversaw home-building operations during housing-market volatility. Lennar’s decision to retain the retiring GC under a lucrative consulting deal ensures institutional memory but adds cost. Appointment of a seasoned legal chief limits legal-regulatory risk. With no financial guidance change, market impact should be limited unless a weak COO succession emerges. I classify the filing as moderately impactful and slightly negative for sentiment in the near term.

LENNAR CORP /NEW/0000920760false00009207602025-07-302025-07-300000920760us-gaap:CommonClassAMember2025-07-302025-07-300000920760us-gaap:CommonClassBMember2025-07-302025-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

July 30, 2025

Date of Report (Date of earliest event reported)

LENNAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware			1-11749			95-4337490
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

5505 Waterford District Drive, Miami, Florida 33126

(Address of principal executive offices) (Zip Code)

(305) 559-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, par value $.10			LEN			New York Stock Exchange
Class B Common Stock, par value $.10			LEN.B			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 30, 2025, Fred Rothman, the Chief Operating Officer of Lennar Corporation (the “Company”), notified the Company of his decision to retire effective September 2, 2025. Mr. Rothman joined the Company in 2006 and has served as the Company’s Chief Operating Officer since January 2019.

Additionally, on August 1, 2025, Mark Sustana, the Vice President, General Counsel and Secretary of the Company, notified the Company of his decision to retire effective September 2, 2025. Mr. Sustana has served as Vice President since April 2018 and as the Company’s Secretary and General Counsel since March 2005.

In connection with Mr. Sustana’s retirement, on August 1, 2025, the Company and Mr. Sustana entered into a Consulting Agreement (the “Consulting Agreement”). The Consulting Agreement shall be for an initial two year term beginning on September 3, 2025 (the “Term”). The Term may be extended by mutual agreement of the parties (the “Additional Term”). Pursuant to the Consulting Agreement, Mr. Sustana will provide advice and counsel from time to time as an independent contractor with respect to the business and legal affairs of the Company for which he was responsible during his tenure with the Company. In exchange for these services, the Company will pay Mr. Sustana a consulting fee at the rate of $110,000 per month during the Term and $50,000 per month during any Additional Term. The Consulting Agreement contains customary provisions relating to non-competition, treatment of confidential information and indemnification.

The foregoing summary of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference in its entirety into this Item 5.02.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing Mr. Rothman’s and Mr. Sustana’s retirement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01.

Item 8.01. Other Events.

In connection with the matters described in Item 5.02 herein, Katherine Lee Martin will assume the position of the Company’s Chief Legal Officer and Corporate Secretary, effective September 2, 2025.

Ms. Martin most recently served as Executive Vice President, General Counsel, and Corporate Secretary for Hertz Global Holdings, Inc. (“Hertz”) after joining Hertz in May 2023. Previously, she held various leadership positions at X Corp. and Twitter, where she oversaw the company’s global portfolio of highly complex litigation, regulatory and competition matters. Before joining Twitter, Ms. Martin spent more than a decade as an Assistant U.S. Attorney at the U.S. Department of Justice.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed or furnished, as specified in Item 5.02 and Item 7.01 above, respectively, as part of this Current Report on Form 8-K.

Exhibit No.			Description of Document
10.1			Consulting Agreement, effective as of September 3, 2025, between the Company and Mark Sustana.
99.1			Press Release issued by Lennar Corporation on August 4, 2025.
104			Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 4, 2025			Lennar Corporation
			By:			/s/ Diane Bessette
			Name:			Diane Bessette
			Title:			Vice President and Chief Financial Officer

FAQ

When will Lennar's COO Fred Rothman retire?

He will retire effective September 2, 2025.

What are the terms of Mark Sustana's consulting agreement with Lennar (LEN)?

Starting September 3, 2025, Sustana will earn $110,000 per month for two years; any extension drops to $50,000 per month.

Who is Lennar's new Chief Legal Officer?

Lennar appointed Katherine Lee Martin, former EVP & General Counsel of Hertz, effective September 2, 2025.

Did Lennar name a replacement for the retiring COO?

No successor was disclosed in the 8-K filing.

Does the 8-K include any financial results or guidance?

No; the filing focuses solely on executive transitions and related agreements.