Millrose Properties (MRP): Lennar exits 20% Class A stake via major share exchange

Rhea-AI Filing Summary

Lennar Corporation has largely exited its stake in Millrose Properties, Inc. The company filed an amended Schedule 13D showing it now beneficially owns 1,794 shares of Millrose Class A common stock, representing 0.0% of the class based on 154,183,686 outstanding shares as of October 23, 2025.

This change follows a previously announced exchange offer completed on November 26, 2025, in which Lennar exchanged 33,298,754 shares of Millrose Class A common stock for 8,049,594 shares of Lennar Class A common stock at an exchange ratio of 4.1367 Millrose shares for each Lennar share. Lennar also holds 7,063 shares of Millrose Class B common stock that were forfeited back by certain employees, but these are not counted in the Class A ownership calculation.

Insights

Equity ownership and governance analyst

Lennar has reduced its Millrose Class A stake to a near-zero level, ending its role as a major shareholder.

Lennar Corporation reports beneficial ownership of 1,794 shares of Millrose Class A common stock, which is 0.0% of the 154,183,686 outstanding Class A shares as of October 23, 2025. This follows an exchange offer where Lennar swapped 33,298,754 Millrose Class A shares for 8,049,594 shares of Lennar Class A common stock at a 4.1367:1 exchange ratio.

The filing indicates Lennar is no longer a significant Class A equity holder in Millrose, shifting from roughly 20% ownership of the outstanding Class A shares to a de minimis position. Lennar still holds 7,063 shares of Millrose Class B common stock, which are not included in the Class A beneficial ownership figure because they are not convertible into Class A at Lennar’s election.

This transition removes a large corporate shareholder from Millrose’s Class A register. The actual impact on liquidity, trading dynamics or governance will depend on how Millrose’s remaining shareholder base is composed, which is not detailed here.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Millrose Properties, Inc.

(Name of Issuer)

Class A common stock, par value $0.01 per share

(Title of Class of Securities)

601137102

(CUSIP Number)

Katherine Lee Martin
5505 Waterford District Drive,
Miami, FL, 33126
(305) 559-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/26/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 601137102

1

Name of reporting person

Lennar Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,794.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,794.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,794.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, par value $0.01 per share
(b)	Name of Issuer: Millrose Properties, Inc.
(c)	Address of Issuer's Principal Executive Offices: 600 Brickell Avenue, Suite 1400, Miami, FLORIDA , 33131.
Item 1 Comment: This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on February 7, 2025 (as amended to date, the "Schedule 13D"), relating to the Class A common stock, par value $0.01 per share ("Class A Common Stock"), of Millrose Properties, Inc. ("Millrose" or the "Issuer"). This Amendment No. 1 supplements Item 4 and amends and restates Items 5(a)-(c), and (e) as set forth below. Unless specified otherwise, capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	On November 26, 2025, Lennar announced the final results of its previously announced offer to exchange the approximately 20% it owned of the total outstanding Class A Common Stock of Millrose for outstanding shares of Lennar Class A Common Stock (the "Exchange Offer"), as more fully described in the Registration Statement on Form S-4, as amended, and the accompanying prospectus, filed by Millrose with the SEC on November 19, 2025 ("Exchange Offer Registration Statement and Prospectus"). Pursuant to the Exchange Offer, Lennar exchanged 33,298,754 shares of Millrose Class A Common Stock for 8,049,594 shares of Lennar's Class A common stock, par value $0.10 per share ("Lennar Class A Common Stock") at an exchange ratio of 4.1367 shares of Millrose Class A Common Stock per share of Lennar Class A Common Stock. Lennar retains 1,794 shares of Millrose Class A Common Stock and 7,063 shares of Millrose's Class B common stock, par value $0.01 per share ("Millrose Class B Common Stock") not included in the Exchange Offer that have been forfeited back to Lennar by certain employees who received such shares on their unvested Lennar restricted stock awards in connection with the Millrose spin-off transaction. The shares of Millrose Class B Common Stock retained by Lennar are not included in rows 7 through 13 above because they are not convertible into shares of Millrose Class A Common Stock at Lennar's election.
Item 5.	Interest in Securities of the Issuer
(a)	The responses set forth in rows 11 and 13 are incorporated by reference into this Item 5. The percentage presented in row 13 above is calculated based on 154,183,686 outstanding shares of Class A Common Stock of the Issuer as of October 23, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on October 23, 2025.
(b)	The responses set forth in rows 7 through 10 on the cover page to this Schedule 13D are incorporated by reference into this Item 5.
(c)	Other than as described in Item 4 of this Amendment No. 1, no transactions in the shares of Class A Common Stock have been effected by Lennar during the past sixty (60) days.
(e)	November 26, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Lennar Corporation

Signature:	/s/ Mark Liberman
Name/Title:	Mark Liberman / Assistant Secretary
Date:	12/01/2025

FAQ

What change in ownership does Lennar report in this Millrose (MRP) Schedule 13D/A?

Lennar now reports beneficial ownership of 1,794 shares of Millrose Class A common stock, representing 0.0% of the 154,183,686 outstanding Class A shares as of October 23, 2025.

What transaction led to Lennar reducing its Millrose (MRP) Class A stake?

On November 26, 2025, Lennar completed an exchange offer, exchanging 33,298,754 Millrose Class A shares for 8,049,594 Lennar Class A shares at an exchange ratio of 4.1367 Millrose shares per Lennar share.

How much of Millrose’s Class A common stock did Lennar previously own?

Lennar’s exchange offer related to approximately 20% of the total outstanding Millrose Class A common stock before the exchange.

Does Lennar hold any Millrose Class B common stock after the exchange?

Yes. Lennar retains 7,063 shares of Millrose Class B common stock that were forfeited back by certain employees, but these shares are not counted in Lennar’s Class A beneficial ownership because they are not convertible at Lennar’s election.

What period does the 0.0% ownership calculation for Millrose (MRP) refer to?

The 0.0% ownership figure is based on 154,183,686 Millrose Class A shares outstanding as of October 23, 2025, as reported in Millrose’s Form 10-Q for the quarter ended September 30, 2025.

Did Lennar report any other Millrose Class A transactions in the last 60 days?

Apart from the exchange offer described in Item 4, Lennar states that no other transactions in Millrose Class A shares were effected during the past sixty days.