Millrose Properties, Inc. SEC Filings

Millrose Properties, Inc. filed Amendment No. 4 to its Form S-4 for Lennar Corporation’s exchange offer covering up to 33,298,764 shares of Millrose Class A common stock. Lennar is offering these shares, which represented approximately 20% of Millrose common stock as of September 30, 2025, in exchange for outstanding Lennar Class A common stock.

The offer is designed so that for each $100 of Lennar stock accepted, holders receive about $106.38 of Millrose stock, subject to an upper limit of 4.1367 Millrose shares per Lennar share, based on a three-day VWAP averaging period. If the upper limit applies, investors may receive less than $106.38 in Millrose stock for each $100 in Lennar shares. If the offer is oversubscribed, accepted Lennar shares will be prorated, and no offer is made to Lennar Class B holders.

Millrose Properties (MRP) reported an insider share purchase on Form 4. A director bought 1,000 Class A common shares at $32.2359 on 11/12/2025. Following the transaction, the director beneficially owns 16,766 shares, held directly. The filing was submitted by an attorney-in-fact.

Millrose Properties, Inc. filed Amendment No. 3 to its Form S-4, updating Lennar Corporation’s split‑off exchange offer to cover up to 33,298,764 shares of Millrose Class A stock owned by Lennar in exchange for tendered shares of Lennar Class A stock. The filing extends the expiration to 12:00 midnight, New York City time, on November 21, 2025, unless further extended or terminated, and completion is conditioned on the registration statement being declared effective.

The exchange ratio is set so each $100 of Lennar stock accepted receives approximately $106.38 of Millrose stock, valued using the simple average VWAPs over the three trading days ending on the second trading day before expiration, subject to an upper limit of 4.1367 Millrose shares per Lennar share. An illustrative ratio based on October 7–9, 2025 VWAPs would have been 3.9481. If oversubscribed, acceptances will be prorated. Fractional shares will not be issued; they will be aggregated and sold, with net cash proceeds distributed pro rata.

Lennar and Millrose trade on the NYSE as LEN and MRP. The filing notes that if the ongoing SEC shutdown prevents timely effectiveness, Lennar will announce by November 14, 2025 whether the offer will be further extended or terminated.

Millrose Properties, Inc. (MRP) filed Amendment No. 2 to its Form S-4, updating Lennar Corporation’s split-off Exchange Offer to exchange up to 33,298,764 shares of Millrose Class A common stock (owned by Lennar) for outstanding shares of Lennar Class A common stock. The amendment extends the Exchange Offer’s expiration to 12:00 midnight (NYC) on November 14, 2025, unless further extended or terminated.

The offer targets a 6% discount to Millrose’s market value via an exchange ratio that values Lennar at 100% of its three-day VWAP and Millrose at 94% of its three-day VWAP, subject to an upper limit of 4.1367 Millrose shares per Lennar share. If the upper limit applies, holders may receive less than the 6% value benefit. If oversubscribed, accepted Lennar shares will be prorated. The final exchange ratio will be announced by 9:00 a.m. (NYC) on the trading day before expiration. Fractional shares will be sold and cash distributed pro rata. No offer is made to Lennar Class B holders. Both LEN and MRP trade on the NYSE.

Millrose Properties (MRP) officer Rachel Presa reported open‑market purchases of Class A Common Stock on 10/30/2025. The transactions were two buys: 234 shares at $32.33 and 242 shares at $32.371.

Following these trades, she beneficially owned 1,468 shares, held directly. Presa serves as General Counsel and Secretary, and the filing was made by one reporting person.

Millrose Properties (MRP) reported insider activity on Form 4. A director purchased 2,500 shares of Class A Common Stock on 10/29/2025 at a price of $32.69 per share. Following the transaction, the director beneficially owns 18,160 shares. The filing lists the ownership form as Direct.

Millrose Properties (MRP) disclosed an insider purchase. A director bought 7,500 shares of Class A Common Stock on 10/28/2025 at a weighted average price of $32.5152. The trades occurred across multiple executions between $32.40 and $32.625. Following the transaction, the reporting person directly owns 30,660 shares.

Millrose Properties, Inc. filed Amendment No. 1 to Form S-4 for Lennar’s exchange offer of up to 33,298,764 shares of Millrose Class A common stock owned by Lennar, to be exchanged for outstanding shares of Lennar Class A common stock. The offer is designed to value Lennar shares at 100% of their three-day VWAP and Millrose shares at 94%, targeting roughly a 6% discount on Millrose shares, subject to an upper limit of 4.1367 Millrose shares per Lennar share.

The exchange offer and withdrawal rights expire at 12:00 midnight, New York City time, on November 7, 2025, unless extended or terminated. If oversubscribed, Lennar will accept tenders on a pro rata basis. Fractional Millrose shares will not be issued; cash in lieu will be distributed from aggregated sales. No offer is made to holders of Lennar Class B shares.

The final exchange ratio will be announced by 9:00 a.m., New York City time, on the trading day before expiration, based on the simple average of daily VWAPs over November 3–5, 2025 if the timeline holds. An indicative ratio using October 7–9, 2025 VWAPs would have been 3.9481. Due to an SEC operational shutdown, Lennar may extend or withdraw the offer if effectiveness is delayed, with an announcement by 11:59 p.m. on October 31, 2025. Millrose intends to qualify as a REIT beginning with its taxable year ending December 31, 2025.

Millrose Properties (MRP) reported its first post–spin-off quarter with solid profitability. Q3 revenue was $179.3 million, driven mainly by option fee revenue of $170.3 million and $8.9 million of development loan income. Net income was $105.1 million, or $0.63 per diluted share. For the nine months ended September 30, 2025, revenue totaled $411.0 million and net income was $257.6 million, or $1.70 per diluted share.

Following the February 2025 spin-off from Lennar, the company scaled its platform, ending Q3 with inventories of $8.36 billion, cash of $242.6 million, and builder deposits of $874.3 million. Millrose financed growth with two unsecured offerings: $1.25 billion 6.375% notes due 2030 and $750 million 6.250% notes due 2032, and repaid its DDTL facility. Interest expense was $43.7 million in Q3, including $11.9 million of accelerated issuance cost amortization. Revenue is concentrated with Lennar, representing 84% of Q3 option fee revenue. Shares outstanding as of October 23, 2025 were 154,183,686 Class A and 11,819,811 Class B.