Millrose Properties (NYSE: MRP) holder Lennar logs 33.3M-share exchange offer

Rhea-AI Filing Summary

Millrose Properties, Inc. insider Lennar Corporation, a more than 10% owner, reported a large share transfer tied to an exchange offer. On November 26, 2025, Lennar confirmed that 8,049,594 shares of Lennar Class A common stock tendered by its shareholders were accepted in exchange for 33,298,754 shares of Millrose Class A common stock, reflecting a final exchange ratio of 4.1367 Millrose shares for each Lennar share.

Following this transaction, Lennar reported beneficial ownership of 1,794 shares of Millrose Class A common stock held directly. This balance includes 100,495 Millrose Class A shares that were previously returned to Lennar when employees forfeited unvested restricted stock awards created in connection with the February 7, 2025 spin-off of Millrose from Lennar. These shares remain subject to the original vesting and forfeiture conditions.

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Lennar’s Form 4 records completion terms of the Millrose share exchange.

The disclosure shows how Lennar Corporation, as a more than 10% owner of Millrose Properties, distributed Millrose Class A shares to Lennar shareholders through an exchange offer. Final terms indicate 8,049,594 Lennar Class A shares were accepted for 33,298,754 Millrose Class A shares, at a fixed ratio of 4.1367 Millrose shares per Lennar share.

After these transfers, Lennar reports owning only 1,794 Millrose Class A shares directly, suggesting a substantial reduction of its retained stake. The footnotes also explain that 100,495 Millrose shares in this balance are tied to unvested restricted stock awards stemming from the Millrose spin-off on February 7, 2025, and can be forfeited back if those awards do not vest. Subsequent company filings may clarify longer-term ownership and capital structure impacts.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LENNAR CORP /NEW/

(Last) (First) (Middle)

C/O MILLROSE PROPERTIES, INC.

600 BRICKELL AVENUE, SUITE 1400

(Street)

MIAMI FL 33131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Millrose Properties, Inc. [ MRP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/26/2025		J(1)		33,298,754	D	(1)	1,794(2)(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On October 10, 2025, the Reporting Person commenced an offer to holders of shares of Lennar Class A Common Stock to exchange Lennar Class A Common Stock for Millrose Properties, Inc. ("Millrose") Class A Common Stock. On November 26, 2025, the Reporting Person announced the final results of the exchange offer and confirmed that 8,049,594 shares of tendered Lennar Class A Common Stock were accepted in exchange for 33,298,754 shares of Millrose Class A Common Stock, representing a final exchange ratio of 4.1367 shares of Millrose Class A Common Stock per share of Lennar Class A Common Stock accepted in the exchange offer.

2. Shares held by the Reporting Person as of the Transaction Date include 100,495 shares of Millrose Class A Common Stock that were returned to the Reporting Person in non-volitional transactions in connection with forfeitures of unvested restricted stock awards by employees of the Reporting Person. On February 7, 2025, the Reporting Person completed its spin-off of Millrose Properties Inc. ("Millrose"). In connection with the spin-off, employees of the Reporting Person holding unvested restricted stock awards previously granted by the Reporting Person received shares of Millrose Class A Common Stock or Millrose Class B Common Stock, depending on their election.

3. (Continued from footnote 2) These shares of Millrose common stock are subject to the same vesting conditions, forfeiture terms and other restrictions as the unvested restricted stock awards to which they relate. As such, any such shares of Millrose common stock will be forfeited back to the Reporting Person if the unvested restricted stock awards are forfeited by their terms.

	/s/ Mark Liberman, Assistant Secretary for Lennar Corporation	12/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transaction did Lennar Corporation report for Millrose Properties (MRP)?

Lennar Corporation reported the completion of an exchange offer in which 8,049,594 shares of Lennar Class A common stock were accepted in exchange for 33,298,754 shares of Millrose Class A common stock.

What was the final exchange ratio between Lennar and Millrose shares?

The final exchange ratio was 4.1367 shares of Millrose Class A common stock for each share of Lennar Class A common stock accepted in the exchange offer.

How many Millrose (MRP) shares did Lennar report owning after the transaction?

After the reported transaction, Lennar disclosed beneficial ownership of 1,794 shares of Millrose Class A common stock held directly.

What is the significance of the 100,495 Millrose shares mentioned in the footnotes?

The 100,495 Millrose Class A shares were returned to Lennar in non-volitional transactions when employees forfeited unvested restricted stock awards that had been tied to Millrose as part of the spin-off.

How is this Form 4 related to the Millrose spin-off from Lennar?

The footnotes explain that Lennar completed the spin-off of Millrose Properties Inc. on February 7, 2025, and that employees with unvested restricted stock awards received Millrose Class A or Class B shares, which are subject to the same vesting and forfeiture terms as the original awards.

What type of security is involved in Lennar’s reported transaction with Millrose (MRP)?

The transaction involves Millrose Properties, Inc. Class A common stock, which was exchanged for Lennar Class A common stock as part of the completed exchange offer.