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. |
Mr. Miller's becoming the beneficial owner of more than 5% of the Class A Common Stock resulted from the consummation of the Spin Off. Mr. Miller may occasionally elect to purchase shares of Class A Common Stock or Class B Common Stock on the open market or in a private transaction. The Charter of the Issuer contains a limitation on ownership that prohibits Mr. Miller or other members of his family from owning, beneficially or by virtue of the applicable constructive ownership provisions of the Internal Revenue Code, greater than 12.8% in the aggregate, in value or in number of shares, whichever is more restrictive, of the outstanding shares of the Class A Common Stock or the outstanding shares of all classes or series of the Issuer's capital stock.
Except as described above, Mr. Miller has no plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer's becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above. |