Lennar Corporation is conducting an exchange offer for up to 33,298,764 shares of Millrose Properties Class A common stock that it owns, in return for outstanding Lennar Class A common stock. The company has further extended the offer and withdrawal rights to 12:00 midnight, New York City time, on November 21, 2025, with an earlier withdrawal cut-off of 4:00 p.m. on November 17, 2025 for shares held through the Lennar 401(k) Plan.
The offer is designed to let Lennar stockholders exchange their Lennar Class A shares for Millrose Class A shares at an intended 6% discount to Millrose’s per‑share value, subject to an upper limit of 4.1367 Millrose shares per Lennar share. Based on indicative values as of October 10, 2025, each $100 of Lennar Class A stock accepted would receive about $106.38 of Millrose stock, although the upper limit can reduce this amount. The final exchange ratio will be based on the three‑day VWAP averages for both stocks just before the expiration date and will be announced by press release.
If the offer is oversubscribed, accepted tenders will generally be prorated, while odd‑lot holders (fewer than 100 shares) who tender all their shares will not be prorated. If the offer is completed but not fully subscribed, Lennar may dispose of any remaining Millrose Class A shares through a separate “clean‑up” transaction such as a spin‑off, split‑off, public offering or private sale. Participation in the exchange offer is voluntary and limited to holders of Lennar Class A common stock.
Lennar Corporation announced a leadership transition. Jonathan M. Jaffe, Co-Chief Executive Officer and President since September 2023 and an employee since 1983, notified the Board of his decision to retire from his roles and resign as a director, effective December 31, 2025.
Following his retirement, Stuart Miller will continue as Executive Chairman and serve as Chief Executive Officer. The Board plans to reduce its size from ten members to nine members, effective December 31, 2025. The company furnished a press release as Exhibit 99.1.
Lennar Corporation extended the expiration of its Exchange Offer to 12:00 midnight, New York City time, on November 21, 2025. The offer seeks to exchange the approximately 20% of total outstanding shares of Millrose Properties that Lennar owns for outstanding shares of Lennar Class A common stock. The extension reflects the ongoing U.S. federal government shutdown, during which the SEC is not declaring registration statements effective.
The Exchange Offer cannot be completed until Millrose’s Form S-4 is declared effective. If effectiveness is not obtained by the Expiration Date, Lennar may further extend or terminate the offer without accepting tendered shares. If the shutdown remains in effect on November 14, 2025, Lennar will announce by 11:59 p.m. that day whether it will further extend the offer and the new expiration date, or terminate it. All other terms remain in full force, and Lennar reserves the right to terminate, withdraw, amend or further extend the offer at any time.
Katherine Lee Martin, Chief Legal Officer and Secretary of LENNAR CORP /NEW/ (LEN), reported a withholding of 3,019 Class A common shares on 10/02/2025 to satisfy tax withholding obligations related to restricted stock that vested. The transaction price is reported as $128.33 per share and the filing shows 42,200 Class A shares beneficially owned by Ms. Martin following the withholding. The Form 4 was signed by an attorney-in-fact on 10/03/2025.
This filing states the shares were withheld by the issuer specifically to pay taxes on restricted stock originally granted on 09/02/2025, indicating the disposal was not an open-market sale but a routine tax-related retention by the company.
Lennar Corporation filed its quarterly report for the period ended August 31, 2025. Total revenue was $8.81 billion, down from $9.42 billion a year ago, and net earnings attributable to Lennar were $590.97 million versus $1.16 billion. Diluted EPS was $2.29 compared to $4.26.
For the nine months, revenue was $24.82 billion versus $25.49 billion, with net earnings of $1.59 billion versus $2.84 billion and EPS of $6.06 versus $10.26. Operating cash flow was a use of $1.54 billion, reflecting higher investment in inventories and land deposits, while the company repurchased $1.81 billion of common stock, issued $700 million of senior notes, redeemed $500 million, and drew $1.14 billion on its revolver.
Lennar completed the spin-off of Millrose Properties, Inc., contributing $5.6 billion of land assets (about 87,000 homesites) and $1.0 billion in cash; Lennar temporarily retains 20% of Millrose, carried at $1.2 billion. The company also acquired Rausch Coleman Homes, adding $312.6 million of assets and $73.0 million of liabilities, expanding its South Central footprint. At quarter-end, total assets were $34.88 billion (from $41.31 billion), and cash and cash equivalents in Homebuilding were $1.41 billion. Common stock outstanding as of August 31, 2025: Class A 223,803,530; Class B 31,217,013.
Form 144 notice for Lennar Corporation (LEN) indicates a proposed sale of 24,991 shares of Class A common stock acquired as restricted stock awards on 09/02/2025 as compensation. The broker listed is Goldman Sachs & Co. LLC and the sale is planned for 09/26/2025 on the NYSE. The filing records an aggregate market value of $3,149,865.64 for the shares and shows 227,601,639 shares outstanding. The filer reports no sales of issuer securities in the past three months and affirms no undisclosed material adverse information.
Lennar Corporation filed a current report to let investors know it has released its financial results for the third quarter ended August 31, 2025. On September 18, 2025, the company issued a press release with these results and furnished it as Exhibit 99.1 to this report. The press release is provided for informational purposes and is not treated as formally filed under certain liability provisions of the Securities Exchange Act.
Katherine Lee Martin, Chief Legal Officer/Secretary of Lennar Corporation (LEN), was granted a total of 45,219 shares of Class A common stock on 09/02/2025. The grants are split into three awards: 30,147 shares vesting in four installments (Oct 2, 2025; Feb 14, 2026; Feb 14, 2027; Feb 14, 2028), 7,536 shares vesting in three installments (Feb 14, 2026; Feb 14, 2027; Feb 14, 2028), and 7,536 shares subject to three-year performance-based vesting. All awards are subject to forfeiture under their terms.
Katherine Lee Martin, identified as Chief Legal Officer/Secretary and an officer of Lennar Corp (LEN), filed an Initial Form 3 reporting the event date 09/02/2025. The filing states no securities are beneficially owned by the reporting person at the time of the statement. The form was signed by an attorney-in-fact on 09/04/2025 and includes Exhibit 24.1 (Power of Attorney).
Lennar director Teri P. McClure received 131 Class A common shares as outside-director compensation on 08/29/2025, issued based on the last reported sale price of $133.14 per share on that date. After the issuance, Ms. McClure beneficially owned 29,526 Class A shares and 275 Class B shares. The newly issued Class A shares are subject to transfer restrictions and are not transferable until August 31, 2028, except for specified exceptions. The Form 4 was signed by an attorney-in-fact on behalf of Ms. McClure on 09/02/2025.