Lennar launches exchange offer for remaining Millrose stake

Lennar Corporation (NYSE: LEN) announced an exchange offer for its remaining 20% stake in Millrose Properties, Inc. (NYSE: MRP), allowing stockholders to swap Lennar Class A shares for Millrose stock at a 6% discount.

The exchange offer begins immediately and expires November 7, 2025, unless extended or terminated. Lennar completed a spin-off of approximately 80% of Millrose stock to its stockholders in February 2025.

Under the offer terms, Lennar stockholders can exchange their Class A shares for Millrose Class A stock, subject to an upper limit of 4.1367 Millrose shares per Lennar share tendered. The final exchange ratio will be determined by the arithmetic average of volume-weighted average prices during three consecutive trading days expected to be November 3-5, 2025.

Lennar currently owns 33,298,764 Millrose Class A shares as of October 7, 2025, representing approximately 20% of outstanding shares. The company stated it will dispose of any unexchanged Millrose shares through subsequent transactions including spin-offs, public offerings, or private sales.

The exchange offer faces potential complications due to an ongoing U.S. federal government shutdown. The Securities and Exchange Commission has announced it will not declare registration statements effective during the shutdown. If the shutdown continues past October 31, 2025, Lennar will announce by 11:59 p.m. that day whether it will extend or terminate the offer.

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC serve as dealer managers for the exchange offer. The offer is voluntary for Lennar Class A stockholders and excludes holders of Lennar Class B common stock.

If more shares are tendered than Lennar owns in Millrose, the company will accept only a pro-rata portion from each stockholder. The exchange cannot complete until the registration statement becomes effective with the SEC.

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