Filed by Lennar Corporation
pursuant to rule 425 under the Securities Act of 1933, as amended
Subject Company: Lennar Corporation
Commission File No.: 1-11749
The following is the text of the website that is being maintained at http://www.envisionreports.com/lennarexchange in connection with the offer by Lennar Corporation to exchange up to an aggregate of 33,298,764 shares of Class A common stock, par value $0.01, of Millrose Properties, Inc., which are owned by Lennar Corporation, for shares of Class A common stock, par value $0.10, of Lennar Corporation, as described in further detail in the Prospectus (as defined below).
Exchange Offer last Updated: October 10, 2025 Lennar Corporation Investor Information On October 10, 2025, Lennar Corporation, a Delaware corporation r Lennar”), commenced, an offer to exchange (the “Exchange Offer”) up to 33,298.764 shares of Class A COIM’IOO stock, par value $0.01 per share (.. Millrose Class A Common Stock), of Morose Properties Inc., a Maryland corporation (“Millrose), for outstanding shares of Class A common stock, par value $0.10 per share I l near Class A Common Stock”), of Lennar that are validly tendered and not validly withdrawn as further described In the prospectus dated October 10, 2025 (the “Prospectus”). The number of shares of Lennar Class A Common Stock that ‘Hill be accepted If the Exchange Offer Is completed will depend on the final exchange ratio and the number of shares of Lennar Class A Common Stock tendered. The Exchange Offer is intended to permit you to exchange your shares of Lennar Class A Common Stock for shares of Millrose Class A Camron Stock at a 6% discount to the per-share value of Millrose Class A Common Stock, calculated as set forth in the Prospectus and subject to the upper limit described below. For each $100 of Lennar Class A Common Stock accepted in the Exchange Offer. you will receive approximately $ 106.38 of Mill rose Class A Common Stock based on the indicative ratio as of October 10.2025. subject to an upper limit of 4.1367 shares of Millrose Class A Common Stock per share of Lennar Class A Common Stock. The Exchange Offer does not provide Of’ a lower or minimum exchange ratio. If the upper limit is in effect, then the exchange ratio will be fixed at that limit IF THE UPPER LIMIT IS IN EFFECT, AND UNLESS YOU PROPERLY WITHDRAW YOUR SHARES, YOU WILL RECEIVE LESS THAN $106.38 OF MILLROSE CLASS A COMMON STOCK FOR EACH $100 OF LENNAR CLASS A COMMON STOCK THAT YOU TENDER, AND YOU COULD RECEIVE MUCH LESS. Fractional shares of Mill rose Class A Common Stock will not be distributed In the Exchange Offer. Computershare Trust Company, N.A, the exchange agent, acting as agent for the tendering Lennar stock holders, will aggregate any fractional shares that would otherwise have been required to be distributed and cause them to be sold in the open market of’ the accounts of the stockholders. The value of the two stocks for purposes of the preceding paragraph and the Exchange Offer will be determined by reference to the simple arithmetic average of the daily volume-weighted average prices (‘VWAPs”) of Lennar Class A Common Stock (the “Average Lennar Price) and Millrose Class A Common Stock (the Average Millrose Price”) on the New Yoke Stock Exchange (“NYSE”) during the three consecutive trading days ending on and including the second trading day Immediately preceding the expiration date of the Exchange Offer (the “Averaging Dates “ and this three-day period, the “Averaging Period), which, if the Exchange Offer is not extended or terminated, would be November 3, 4 and 5, 2025. If Lennar dudes to extend the Exchange Offer, the Averaging Period will be reset to the period of three consecutive trading days ending on and Including the second trading day immediately preceding such extended expiration date, as may be further extended. Lenrar will provide on this website the dally VWAPs of Lennar Class A Common Stock and Millrose Class A Common Stock during the pendency of the Exchange Offer. Prior to the Averaging Period, commencing on the third trading day of the Exchange Offer, this website will also Provide indicative exchange ratios for each day that will be calculated based on the indicative calculated per-share values of Lennar Class A Common Stock and Millrose Class A Common Stock on each day, calculated as though that day were the last day of the Averaging Period, by 4:30p.m., New YOO; City time. In other words, assuming that a given day is a trading day, the indicative exchange rate will be calculated based on the simple arithmetic average of the daily VWAPs of Lennar Class a Common Stock and Millrose Class a Common Stock for that day and the immediately preceding two trading days. The Indicative exchange ratio wilt also reflect Muleteer the upper limit would have been In effect had such day been the last day of the Averaging Pel1od. During the first two days of the Averaging Period, this website will provide indicative exchange ratios that will be calculated based on the Average Lennar Price and Average Millrose Price, as calculated by Lennar based on data reported by Bloomberg lap (or any other recognized quotatkM1 source selected by Lennar in its sole dlscretkM1 if such source Is not available or is manifestly erroneous). This website will not provoke an indicative exchange ratio on the third day of the Averaging Period. The indicative exchange ratios will be calculated as follows: {1) on the first day of the Averaging Period, the lnd~tlve exchange ratio wit be calculated based on the daily VWAPs of Lennar Class A Common Stock and Millrose Class A Common Stock for that first day of the Averaging Period and (2) on the second day of the Averaging Period, the indicative exchange ratio will be calculated based on the simple arithmeUc average of the daily VWAPs of Lennar Class A Common S tock and Mill rose Class A Common Stock for the first and second days of the Averaging Period. During the first two days of the Averaging Period, the indicative exchange ratios will be updated on this website each day by 4:30p.m., New YOO; City time. The final exchange ratio, including whether the upper limit on the number of shares of Millrose Class A Common Stock that can be received for each share of Lennar Class A Common Stock validly tendered is in effect, Infill be announced by press release and be available on this website by 9:00a.m ., New York City time, on the trading day Immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be November 7, 2025). The Exchange Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on November 7, 2025, unless the Exchange Offer Is extended or terminated, except with respect to shares of l near Class A Common Stock held through the Lennar Corporation 401(k) Plan (the Ml ennar401 (k) Plan”), which cannot be withdrawn after 4:00p.m., New York City time, on November 3, 2025 (unless extended). If the Exchange Offer Is extended, and if administratively feasible, the deadline for receipt of Instructions to withdraw or change your previously submitted instructions with respect to shares held through the Lennar 401(k) Plan may also be extended. If the Exchange Offer is oversubscribed and Lennar cannot accept all tenders of Lennar Class A Common Stock at the exchange ratio, then all shares of Lennar Class A Common Stock that are validly tendered will generally be accepted for exchange on a pro rata basis in proportion to the number of shares validly tendered, Which is referred to as “proration: Stockholders who ber.eficially own its” (less than 100 shares) of l near Class A Common Stock and who validly tender all of their shares will not be subject to proration. If the Exchange Offer Is consummated but less than all shares of Millrose Class A Common Stock offered by Lennar In the Exchange Offer are exchanged because the Exchange Offer is not fully subscribed, Lennar intends to dispose of the shares of Millrose Class A Common Stock that were offered but not exchanged through a subsequent spin-off, split-off, public offering, pr1vate sale or any combination of these potential transactions (the “Clean-Up Disposition”). Because the Clean-Up Disposition, if any, will occur following the completkM1 of the Exchange Offer, if the Clean-Up Disposition involves a distribution or offer to Lennar stockholders, holders of shares of Lennar Class A Common Stock validly tendered and accepted and exchanged in the Exchange Offer will not be able to participate in the Cleanup Oviposit)on (unless they own shares of Lennar Class A Common Stock that were not tendered and accepted for exchange in the Exchange Offer as of the relevant record date). The Exchange Offer is voluntary for Lennar Class A stockholders. No action is necessary for Lennar Class A stockhokjers who choose not to participate. No offer is being made to holders of Lennar Class B common stock and such holders are not eligible to participate in the Exchange Offer. The completkM1 of the Exchange Offer is subject to certain conditkM1s as specified In the Prospectus. Lennar may waive any or all of the conditions to the Exchange Offer, subject to limited exceptions. The Information on this website is being provided solely in connection with the E exchange Offer and should not be used for any other purpose. You should refer to the Prospectus for additional information about the Exchange Offer. A copy of the Prospectus, forms of a letter of Transmittal, Notice of Guaranteed Delivery and Notice of Withdrawal, the Instruction Booklet to the letter of Transmittal and the l near press release announcing the Exchange Offer are available through the links being.
Date: 10/10/2025 Lennar Class a Common Stock Daily VWAP: $119.2876 Millrose Class a Common Stock Daily VWAP: $ 30.9701 Indicative Exchange Ratio: #N/A Upper limit: 4.1367 Upper in NIA Table of Historical Indicative Calculated Per-Share Values shows VWAPs and rhetorical value on a given day for share of Class a Common Stock and share of a Common Stock. And ponding indicative Exchange ratio, on third trading day of Offer calculated though that day ‘ the’ last day of the’ Averaging Period. On Each day prior to the’ Period, the information in the’ table’ will updated by 4:30 p.m., NEW York City time’, that no calculated or ludic Exchange” ratio will be’ for the’ first two trading days of the’ Exchange’ Offer period, quire daily VWAP data for three trading days. During the’ first two days of Period, the website’ will provide’ indicative’ exchange’ ratios that will be’ calculated based on the’ Lennar Price’ and Millrose’ Price, calculated by based on data L P. (Of any other recognized quotation selected by Lennar in it sole discretion if such ‘ is not available or is manifold). This website will not provide a ratio on the third day of the Period. The indicative ratios will be calculated as follows: (1) on the first day of the indicative exchange ratio will be calculated based on the VWAPs of Lennar Class A Common Stock and Millrose Class A Common Stock for that first day of the Averaging Period and (l) on the se: day of the Averaging the indicative exchange ratio will be to on the simple arithmetic overage of the VWAPs of Lennar Class A Common Stock and Millrose Class A Common Stock for the first and second day of the Averaging Period. During the first two days of the Averaging Period, the indicative exchange will be updated on this website each day by 4:30 p.m., New York City time. The final exchange ratio, including whether the upper limit on the number of shares can be received for each share of Lennar Class A Common Stock validly tendered is in effect, will be announced by press release and be available on this website by 9:00a.m., New: City time, on the trading day immediately preceding the expiration dote of the Exchange Offer expiration date, if the Exchange Offer is not extended or terminated, would be November 7, 2025). Prior to and during the Averaging Period, the data based on which the daily VWAP is determined will only take into account adjustments made to reported trades included by 4:10p.m., New York City time. October 10, 2025 $ 119.2876 N/A” $ 30.9701 NIA N/A NIA (1) Seethe section In the Prospectus “The Exchange Of let-Terms of the Odd-lots”. L.P.
Other Related Information The agent for the Exchange Offer is: George son 51 West 52nd Street. 6th Floor New York, NY 10019 (888} 624-7035 {to all-free for all shareholders In the United States} (218) 209-2908 (all others outside of the United States) the informal agent for the Exchange Offer is: George son 51 West 52nd Street. 6th Floor New York, NY 10019 (888} 624-7035 {to all-free for all shareholders In the United States} (218) 209-2908 (all others outside of the United States) Forward-Looking Statements This communication contains certain statement about Lennar and Mill rose that are forward-looking statements. Forward-looking statements are based on current expectations and assumptions regarding Lennar’s and Mill rose’s respective businesses, the economy and other future conditions. In addition, the forward ·looking statements contained in this communication may include statements about the expected effects on Lennar and Millrose of the Exchange Offer, the anticipated timing and benefits of the Exchange Offer, Lennar’s and Mill roses anticipated financial results, and all other statements in this communication that are not historical facts. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and are detailed more fully In Lennar’s and Mall roses respective periodic reports filed from time to time with the Securities and Exchange Communion (the “SEC ), the Regis ration Statement, Including the Prospectus forming a part there “of, the Schedule TO and other Exchange Offer documents filed by Lennar or Melrose, as applicable’, with the SEC. Such uncertainties, irks and changes in circumstances could cause actual re5ults to differ materially from those expressed or lm pies in such forward-looking statements. Forward-looking statements In are made an of the’ date’ they are made, and neither l Lennar nor Millbrae’ undertakes any obligation to update publicly such statement to reflect Events or circumstances, except to the’ extent required by applicable Security laws. Investor should not put undue reliance on forward-looking. Important Notices and Additional Information This communication is for Informational purpose only and 15 not an offer to sell or Exchange’, a solicitation of an offer to buy or Exchange’ any securities or a recommendation as to whether investors should participate in the Exchange Offer. Millrose has filed with the SEC a registration statement on Form S-4 that includes the Prospectus and l ensnare has filed with the SEC a Schedule TO, which more fully descry ibis the terms and conditions of the Exchange Offer. The Exchange Offer will be made solely by the Prospectus. The Prospectus contains important information about the Exchange Offer, Lennar, Millrose and related matters, and Lennar will deliver the Prospectus to holders of l ensnare Class A Common Stock. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEV BECOME AVAILABLE, BEFORE Making ANY INVESTMENT DECISION, BECAUSE THEV CONTAIN IMPORTANT INFORMATION. None of Lennar, Millrose or any of their respective directors or officers or the dealer managers appointed with respect to the Exchange Offer makes any recommendation as to whether you should participate in the Exchanged Offer. Holders of Lennar Class A Common Stock may obtain copies of the Prospectus, other related documents, and any other information that Lennar and Mill rose file electronically with the SEC free of charge at the SEC’s website at http://www.gov. Holders of l ensnare Class A Common Stock will also be able to obtain copies of the Prospectus and certain related documents by clicking on the’ appropriate links under “Other Related Information” above. Alternatively, George son LLC, the information agent for the’ Exchange Offer, will, upon request, arrange” to send the Prospectus to holders of Lennar Clas5 a Common Stock who call (888) 624-7035 (toll-free for stockholders, bank!> and brokers) or (218) 209-2908 (all others outside the’ UN tied State).