SEC Form DEF 14A filed by Lennar Corporation

Contents

This summary does not contain all the information stockholders should consider, and we encourage stockholders to read the entire proxy statement carefully.

Voting Matters

We will also transact any other business that may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting.

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Proxy Summary

Directors

The following table introduces our Board of Directors (“Board” or “Board of Directors”).

								Current Committee Memberships
Director Nominee		Independent		Director Since		Audit		Compensation		Nominating & Corporate Governance		Executive		Independent   Directors   Transactions(2)
Amy Banse				2021
Theron (Tig) Gilliam				2010
Sherrill W. Hudson				2008
Teri P. McClure				2013
Stuart Miller(1)				1990
Armando Olivera				2015
Dacona Smith				2023
Jeffrey Sonnenfeld				2005
Serena Wolfe				2023
Meetings in fiscal 2025						11		4		4		0		0

 Chair

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Proxy Summary

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Proxy Summary

Corporate Governance Practices

Stockholder Engagement

We regularly engage with our stockholders about our business and operations. During fiscal 2025, we spoke with stockholders representing approximately 79% of our non-affiliated outstanding shares about issues of importance to them, including our executive compensation practices and our corporate governance policies.

Fiscal 2025 Performance Highlights

During fiscal 2025, Lennar achieved solid financial and operational performance, including:

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Proxy Summary

Compensation Practices

We employ a number of practices that reflect our pay-for-performance compensation philosophy and related approach to executive compensation.

What we do

What we don’t do

• Directly link pay of senior management to performance and stockholder returns   • Maintain a compensation clawback policy   • Maintain robust stock ownership guidelines for executive officers and our directors   • Require a “double-trigger” for change in control severance benefits   • Retain an independent compensation consultant

• No hedging by executive officers   • No excise tax “gross-up” payments, except with respect to required filings under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 in connection with our equity grants and related expenses   • No supplemental company-paid retirement benefits not available to all employees   • No employment contracts with our NEOs   • No excessive severance or change in control benefits

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Proxy Summary

Compensation Highlights

In a continued effort to be responsive to the feedback we received from extensive outreach to our stockholders in fiscal 2023, the Compensation Committee in fiscal 2025 consulted with an independent compensation advisor to obtain additional input on how we could continue to improve on the progress we made in fiscal 2024 in aligning our executive compensation programs with stockholder interests. The Compensation Committee is pleased to report that approximately 88% of the votes cast at our 2025 annual meeting of stockholders (“2025 Annual Meeting”) were voted in favor of our executive compensation. This strong rate of stockholder approval of our executive compensation is the result of the Compensation Committee’s consistent efforts to engage and align with, and be responsive to, our stockholders to bolster stockholder voting results. Highlights of our compensation program, which incorporates changes made in response to stockholder feedback from prior years, include:

Our executive compensation policies and practices reinforce our pay-for-performance philosophy. As shown below, the vast majority of fiscal 2025 compensation for our executives was performance-based or equity-based. A greater discussion on our commitment to pay for performance is included separately in “Compensation Discussion and Analysis—Our Compensation Practices—We Tie Executive Compensation to Performance” in this proxy statement.

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Proxy Summary

2025 COMPENSATION PAY MIX

Consistent with our compensation objectives, our named executive officers received the following total direct compensation (base salary, annual cash incentive awards, and equity awards) for fiscal 2025:

2025 NEO COMPENSATION SUMMARY

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Directors are elected at each annual meeting of stockholders for a term expiring at the next annual meeting. Upon the recommendation of the Nominating and Corporate Governance Committee (the “NCG Committee”), our Board has nominated Amy Banse, Theron I. (“Tig”) Gilliam, Sherrill W. Hudson, Teri P. McClure, Stuart Miller, Armando Olivera, Dacona Smith, Jeffrey Sonnenfeld, and Serena Wolfe for re-election, each for a term that will expire at the next annual meeting of stockholders. Each nominee has consented to serve if elected.

Mr. Jaffe retired as Co-Chief Executive Officer and President of the Company and resigned from the Board, effective as of December 31, 2025. In connection with Mr. Jaffe’s resignation, the Board reduced its size from ten members to nine members, effective December 31, 2025. There are no arrangements between any director nominee and any other person pursuant to which such director nominee was selected.

The Board is responsible for overseeing the management of our business. We believe that each of our director nominees possesses the necessary experience, qualifications, skills, and personal attributes to fully perform the duties of a director and to contribute to Lennar’s success. In addition, we believe each of our director nominees possesses outstanding personal integrity and interpersonal and communication skills, is highly accomplished professionally, has an understanding of the interests and issues that are important to our stockholders, and is able to dedicate sufficient time to fulfilling the obligations of a director. Each director nominee’s principal occupation and other pertinent information about each director nominee’s experience, qualifications, attributes, and skills that led the Board to conclude that these individuals should serve as directors are set forth on the pages that follow.

We keep our non-management directors informed of our business at meetings and through reports and analyses presented to the Board or to committees of the Board. Regular communications between the directors and management also occur apart from meetings of the Board of Directors and committees of the Board. Among other things, from time to time, the Board schedules calls with senior management to discuss the Company’s business strategies.

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Proposal 1: Election of Directors Nominees for Election

Nominees for Election

Professional Experience

Ms. Banse is a Venture Partner with Mosaic, an early-stage venture capital fund. Ms. Banse previously served as Executive Vice President, Comcast Corporation, a global media and technology company, and as Managing Director and Head of Funds at Comcast Ventures LLC from August 2011 to September 2020. Under her leadership, Comcast Ventures grew the size and diversity of its portfolio, making it one of the country’s most active corporate venture arms, investing in early and later-stage companies across a wide spectrum of industries, including commerce, digital media, cybersecurity, SaaS, enterprise, and autonomous vehicles. From 2005 to 2011, Ms. Banse was Senior Vice President, Comcast Corporation and President, Comcast Interactive Media, a division of Comcast responsible for developing online strategy and operating the company’s digital properties. In this role, she drove the acquisition of a number of digital properties, including Fandango, and, together with her team, oversaw the development of Xfinity TV. During her tenure at Comcast beginning in 1991, Ms. Banse held various positions at the company, including content development, programming investments, and overseeing the development and acquisition of Comcast’s cable network portfolio. Earlier in her career, Ms. Banse was an associate at Drinker, Biddle & Reath LLP.

Qualifications

The Board nominated Ms. Banse to serve as a director because of her experience with digital media and technology, her strategic and financial expertise, and her executive leadership experience.

		Tig Gilliam   Age: 61   Director Since: 2010   Independent		Committees   • Audit (financial expert) • Compensation   Other Boards   • previously, GMS, Inc.

Professional Experience

Mr. Gilliam has served as Chief Executive Officer of NES Fircroft (formerly known as NES Global Talent), a global talent solutions company, since November 2014. Mr. Gilliam was previously a Managing Director and Operating Partner of AEA Investors LP, a private equity firm, from November 2013 to November 2014, and the Regional Head of North America and member of the Executive Committee at Addeco Group SA, a human resources, temporary staffing, and recruiting firm, from March 2007 until July 2012. From 2002 until he joined Addeco, Mr. Gilliam was with International Business Machines (“IBM”), serving, among other things, as the Global Supply Chain Management Leader for IBM Global Business Services. Mr. Gilliam was a partner with PricewaterhouseCoopers Consulting until it was acquired by IBM in October 2002.

Qualifications

The Board nominated Mr. Gilliam to serve as a director because of his expertise in matters related to supply chain management and human resources.

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Proposal 1: Election of Directors Nominees for Election

		Sherrill W. Hudson   Age: 83   Director Since: 2008   Independent		Committees   • Audit (chair, financial expert)   • Compensation   Other Boards   • American Coastal Insurance Corporation • previously, CBIZ

Professional Experience

Mr. Hudson served on the Board of TECO Energy, Inc., an energy-related holding company, from January 2003 until July 2016. Previously, Mr. Hudson was Executive Chairman of TECO Energy from August 2010 to December 2012, and Chairman and Chief Executive Officer of TECO Energy from 2004 until August 2010. Prior to joining TECO Energy in July 2004, Mr. Hudson spent 37 years with Deloitte & Touche LLP until he retired in 2002. Mr. Hudson is a member of the Florida Institute of Certified Public Accountants.

Qualifications

The Board nominated Mr. Hudson to serve as a director because of his extensive knowledge of accounting and his management experience.

		Teri P. McClure   Age: 62   Director Since: 2013   Independent		Committees   • Compensation (chair) • Nominating and Corporate Governance    Other Boards   • Fluor Corporation • JetBlue Airways Corporation • previously, GMS Inc.

Professional Experience

From 1995 until her retirement in 2019, Ms. McClure worked at United Parcel Service (“UPS”), serving most recently as Chief Human Resources Officer and Senior Vice President, Labor. Ms. McClure has served in various positions at UPS, including Chief Legal, Communications and Compliance Officer, and, prior to that, Senior Vice President of Legal, Compliance and Public Affairs, General Counsel and Corporate Secretary. Before joining UPS, Ms. McClure practiced with the Troutman Sanders law firm in Atlanta.

Qualifications

The Board nominated Ms. McClure to serve as a director because of her long tenure as a senior executive of a Fortune 100 company, strong operational capabilities and broad business experience.

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Proposal 1: Election of Directors Nominees for Election

		Stuart Miller   Age: 68   Director Since: 1990   Executive Chairman Since: 2018   Chief Executive Officer		Committees   • Executive   Other Boards   • Five Point Holdings, LLC • previously, Doma Holdings, Inc.

Professional Experience

Mr. Miller has served as our Executive Chairman since April 2018 and as our Executive Chairman and Co-Chief Executive Officer since September 2023. He currently serves as our Executive Chairman and Chief Executive Officer. Previously, Mr. Miller served as our Chief Executive Officer from 1997 to April 2018 and as our President from 1997 to April 2011. Before 1997, Mr. Miller held various executive positions with us.

Qualifications

The Board nominated Mr. Miller to serve as a director because he has extensive knowledge of the homebuilding industry and his decades of executive leadership experience with our Company. Mr. Miller brings deep institutional knowledge and strategic insight that contribute meaningfully to the Board’s oversight of the Company’s long-term strategy and future priorities.

Professional Experience

Mr. Olivera is the retired President and Chief Executive Officer of Florida Power & Light Company (“FPL”), one of the largest investor- owned electric utilities in the United States. Mr. Olivera also served as Chairman of the Boards of two non-profits: Florida Reliability Coordinating Council, which focuses on the reliability and adequacy of bulk electricity in Florida, and Southeastern Electric Exchange, which focuses on coordinating storm restoration services and enhancing operational and technical resources. After his retirement from FPL in May 2012, Mr. Olivera served as senior advisor at Britton Hill Partners, a private equity firm. From 2017 until 2021, Mr. Olivera was a venture partner in the sustainability practice of Ridge-Lane LP, a venture development firm. From 2014 to 2025, Mr. Olivera was a Director of Consolidated Edison, Inc., where he served as the Chair of the Safety Environmental Operations and Sustainability Committee and as a member of the Audit, Finance and Executive Committees. From 2012 to 2025, Mr. Olivera also served as a Director of Fluor Corporation where he was the Chair of the Commercial Strategies and Operational Risk Committee and a member of the Executive, Governance and Audit Committees. Mr. Olivera served as a Director of AGL Resources Inc. from December 2011 until July 2016. Mr. Olivera was a Trustee and Vice Chair of Miami Dade College until 2018. Mr. Olivera is Trustee Emeritus of Cornell University, Co-Chair of Cornell Engineering College Fund Raising Campaign, and member of the Cornell University Fund Raising Campaign, Cornell Presidential Councillor, as well as a member of the Advisory Council at the Cornell Atkinson Center for Sustainability.

Qualifications

The Board nominated Mr. Olivera to serve as a director because of his leadership, engineering, and operations experience. Mr. Olivera’s experience from his leadership positions at FPL, and his service on other boards, supports the Board in its oversight of the Company’s management, financial, operations, and strategic planning activities.

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Proposal 1: Election of Directors Nominees for Election

		Dacona Smith   Age: 53   Director Since: 2023   Independent		Committees   • Compensation

Professional Experience

Mr. Smith retired from Walmart Inc. (“Walmart”) in 2023 after a career there spanning over 30 years. Mr. Smith began as an hourly associate at a Walmart store and eventually held several executive positions, including roles in store management, regional management, and corporate operations. Most recently, he served as Executive Vice President and Chief Operations Officer, Walmart U.S. Stores.

Qualifications

The Board nominated Mr. Smith to serve as a director because of his expertise in matters relating to the retail industry, as well as his strong operational capabilities and executive leadership experience.

		Jeffrey Sonnenfeld   Age: 71   Director Since: 2005   Independent		Committees   • Audit • Nominating and Corporate Governance  (chair)   Other Boards   • IEX Group Investors Exchange • Atlas Merchant Capital

Professional Experience

Mr. Sonnenfeld has served as the Senior Associate Dean for Executive Programs and the Lester Crown Professor-in-the-Practice of Management at the Yale School of Management since 2001. In 1989, Mr. Sonnenfeld founded the Chief Executive Leadership Institute of Yale University, the world’s first “CEO College,” and he has served as its President since that time. Previously, Mr. Sonnenfeld spent ten years as a professor at the Harvard Business School. Recently, Mr. Sonnenfeld was named by Business Week as one of the world’s “ten most influential business school professors.” He has chaired several blue-ribbon commissions for the National Association of Corporate Directors, and the NACD’s Directorship magazine recently named him one of the “100 most influential figures in governance.” Mr. Sonnenfeld was recognized by Poets & Quants Magazine as the 2022 Professor of the Year in recognition of his high-profile efforts to catalyze the historic exits from Russia of over 1,000+ global businesses after the invasion of Ukraine and was named to Worth Magazine’s “Worthy 100 Leaders,” an annual global listing of the most influential leaders across society. Mr. Sonnenfeld was also presented the 2023 Greatest Impact on Corporate Boards award by Corporate Board Member magazine and is the recipient of the Academy of Management’s 2023 Award for Distinguished Scholar-Practitioner. Corporate Board Member magazine has also awarded Mr. Sonnenfeld its “Most Influential Voice” award. He was awarded the Ellis Island Medal in 2018 by the US Ellis Island Foundation and awarded many scholarly honors for the impact of his many research articles on leadership and governance matters. In addition to his post as a regular commentator for CNBC, he is a columnist for Fortune, a regular commentator on PBS’s “Nightly Business Report,” and a frequently cited management expert in the global media. Mr. Sonnenfeld’s columns also regularly appear in The Wall Street Journal, Forbes, The Washington Post, Politico, and the New York Times.

Qualifications

The Board nominated Mr. Sonnenfeld to serve as a director because of his business acumen and experience, as well as his exceptional work in the areas of corporate governance and leadership development as President of the Chief Executive Leadership Institute of Yale University.

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Proposal 1: Election of Directors Nominees for Election

		Serena Wolfe   Age: 46   Director Since: 2023   Independent		Committees   • Audit (financial expert)   Other Boards   • previously, Berkshire Grey, Inc. • previously, Doma Holdings, Inc.

Professional Experience

Ms. Wolfe is Chief Financial Officer of Annaly Capital Management, Inc. (“Annaly”). Ms. Wolfe has over 20 years of experience in accounting, of which 13 years were focused solely on real estate practice. Prior to joining Annaly in December 2019, Ms. Wolfe served as a Partner at Ernst & Young LLP (“EY”) since 2011. Ms. Wolfe held a variety of roles across industries since beginning her career at EY in 1998, including most recently as EY’s Central Region Real Estate Hospitality & Construction leader since 2017. Ms. Wolfe also served on the board of Doma Holdings, Inc. from July 2021 until its merger with Title Resources Group in September 2024. Ms. Wolfe is a Certified Public Accountant in the states of New York and California.

Qualifications

The Board nominated Ms. Wolfe to serve as a director because of her extensive experience in the real estate sector as both a public company audit partner and her financial expertise as a Chief Financial Officer of a public company, as well as her experience in cybersecurity matters.

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Board Independence

Each year, the Board undertakes a review of director independence, which includes a review of each director’s responses to questionnaires asking about any relationships with us.

The Board reviewed director independence in January 2026 and determined that each of Ms. Banse, Mr. Gilliam, Mr. Hudson, Ms. McClure, Mr. Olivera, Mr. Smith, Mr. Sonnenfeld and Ms. Wolfe is “independent” under the New York Stock Exchange (“NYSE”) corporate governance listing standards and the director independence standards set forth in our Corporate Governance Guidelines, which are consistent with the NYSE standards. After considering any relevant transactions or relationships between each director or any of his or her family members on one side, and the Company, our senior management, or our independent registered public accounting firm on the other side, the Board of Directors has affirmatively determined that none of the independent directors has a material relationship with us (either directly, or as a partner, significant stockholder, officer or affiliate of an organization that has a material relationship with us), other than as a member of our Board. In determining whether Mr. Gilliam is independent, the Board viewed Mr. Gilliam’s position as a director of GMS, Inc. (“GMS”) (prior to September 2025, when he left the GMS board), a company that supplies drywall to Lennar, as not impairing his independence. The Board also considered that NES Fircroft, where Mr. Gilliam is Chief Executive Officer, and Visual Comfort & Co., from which Lennar purchases lighting products, are both subsidiaries of AEA Investors LP, of which Mr. Gilliam was a Managing Director and Operating Partner from November 2013 to November 2014, but did not view these relationships as impairing Mr. Gilliam’s independence. In determining whether Ms. McClure is independent, the Board viewed Ms. McClure’s position as a director of GMS (prior to September 2025, when she left the GMS board) as not impairing her independence. In determining whether Ms. Banse is independent, the Board viewed Ms. Banse’s position as an outside advisor to, and limited partner in, Mosaic, a third-party fund in which a Lennar subsidiary has an investment, as not impairing her independence.

Leadership Structure

Board of Directors

Mr. Olivera serves as our Lead Director. The Lead Director presides at all meetings of our independent directors. The Lead Director’s additional duties, which are listed in our By-Laws, include:

Our Board believes that having an Executive Chairman and an independent Lead Director, each with distinct responsibilities, works well for us because all but one of our directors (our Executive Chairman and Chief Executive Officer) are independent, and our Lead Director can cause the independent directors to meet in executive sessions at any time. Therefore, the Lead Director can at any time bring to the attention of a majority of the directors any matters he thinks should be addressed by the Board.

Management

After a 42-year career with Lennar, Jonathan Jaffe retired as Co-Chief Executive Officer and President effective as of December 31, 2025. Following Mr. Jaffe’s retirement, Mr. Miller has continued as the Company’s Executive Chairman and Chief Executive Officer, with no plans to replace Mr. Jaffe’s role. This transition is intended to streamline senior leadership and further enhance efficiency within the Company’s management structure, supporting Lennar’s continuing focus on affordability.

Mr. Miller brings deep institutional knowledge across all aspects of our Company, our markets, the challenges, and expectations of our homebuyers, land sellers, trade partners and other parties, and strategies for how to meet them. In addition to his operational leadership, Mr. Miller has been a driving force behind continuous process improvement, technology initiatives, and innovation. He has led the Company’s evolution into a pure play homebuilder, and the implementation and development of the Lennar Machine, a technology platform that optimizes our sales, marketing, and dynamic pricing of the Company’s land-light strategy. Together, these initiatives position the Company for its next phase of growth as a leaner, more efficient, technology-enabled enterprise focused on building a healthier housing market and helping more families achieve the dream of homeownership.

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Corporate Governance  Filling Seats on the Board

Filling Seats on the Board

The NCG Committee endeavors to create a Board with a diversity of backgrounds and a variety of life experiences, made up of individuals with a history of conducting their personal and professional affairs with the utmost integrity and consistent with the highest standards of values, character, and ethics. Beyond those threshold requirements, the NCG Committee and the Board of Directors have determined that a Lennar director should have the following characteristics, as set forth in our Corporate Governance Guidelines:

The NCG Committee will consider possible candidates for nomination as directors suggested by management, by directors, and by stockholders. If a stockholder wishes to recommend a potential nominee for director, the stockholder should submit a recommendation in writing to the NCG Committee at the address set forth under “Corporate Governance—Communication with the Board of Directors” containing: the recommending stockholder’s name and contact information; the candidate’s name, age and contact information; a description of the candidate’s background and qualifications at present and for the past five years; the reasons why the recommending stockholder believes the candidate would be well suited for the Board; a written statement by the candidate that the candidate is willing and able to serve on the Board; a written statement by the recommending stockholder that the candidate meets the criteria established by the Board; any information relevant to a determination of whether the candidate can be considered an independent director; any business or personal relationship of the candidate with the recommending stockholder; any arrangements between the candidate and anyone other than the Company to compensate the candidate for seeking election to the Board or serving on the Board; a brief description of the recommending stockholder’s ownership of our common stock and the period during which such shares have been held and a completed and signed questionnaire, representation and agreement and any and all other information required by our By-Laws.

The NCG Committee will evaluate the suitability of potential candidates recommended by stockholders in the same manner as it evaluates all other candidates. When deciding whether to recommend that the Board of Directors nominate a candidate who has been presented by a stockholder, the NCG Committee will consider, among other things, the candidate’s background and qualifications and whether it is appropriate to add another director to the Board. The NCG Committee may conduct an independent investigation of the background and qualifications of a candidate recommended by a stockholder and may request an interview with the candidate.

Board Committees

The Board has four standing committees: the Audit, Compensation, NCG, and Executive Committees. Prior to April 2025, the Board also had an Independent Directors Transactions Committee (the “IDT Committee”), which was initially established in 2017 to review and approve certain related party transactions between the Company and its subsidiaries, on the one hand, and Five Point Holdings, LLC, on the other hand. Since its creation, there have been no transactions between the Company and a Five Point Entity or related transactions requiring review by the IDT Committee. The Board determined that the Audit Committee currently performs the responsibilities and functions relating to the review, evaluation, and approval of related party transactions and transactions with potential conflicts of interest, including of the kind previously delegated to the IDT Committee. As a result, the Board determined that it was advisable and in the best interests of the Company and its stockholders to dissolve the IDT Committee and make corresponding changes to the Audit Committee Charter to reflect the fact that the Audit Committee reviews and approves any transactions with related persons and transactions involving potential conflicts of interest.

The charters of each of the Audit Committee, the Compensation Committee, and the NCG Committee setting forth the committees’ respective responsibilities can be found in the Investor Relations—Governance section of our website at www.lennar.com. Those charters also are available in print to any stockholder who requests them through our Investor Relations department. We periodically review and revise the committee charters. The Audit Committee charter was most recently revised on April 9, 2025, the Compensation Committee charter was most recently revised on June 22, 2023, and the NCG Committee charter was most recently revised on June 22, 2022. Only independent directors may serve on any of our committees, except the Executive Committee.

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Corporate Governance Board Committees

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Corporate Governance Board Committees

Compensation Committee Interlocks and Insider Participation

None of the directors who served on the Compensation Committee during fiscal 2025 was, or ever has been, an officer or employee of the Company. There were no transactions between Lennar and any of the directors who served as members of the Compensation Committee for any part of fiscal 2025 that would require disclosure by Lennar under the SEC’s rules requiring disclosure of certain relationships and related-party transactions.

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Corporate Governance Risk Management

Risk Management

Board Role in Management of Risk

Our senior leadership team is responsible for identifying, assessing, and managing the risks that particularly affect us. The Board and its committees play an active role in overseeing management’s risk management activities and evaluating whether the Company’s operating and financial plans appropriately balance risk and reward.

The Board oversees risk primarily through regular presentations from and discussions with management, as well as periodic engagement with outside advisors, at regularly scheduled quarterly Board meetings. The risk areas most recently reported on to our Board have related to housing inventory and land supply, construction costs and homebuilding overhead, construction quality and warranty, our Multifamily business, our financial services business, association retention and human resources, legal (including regulatory and compliance issues), information technology (including cybersecurity), taxation, and strategic initiatives. Management also provides the Board with updates on emerging risks and developments that could materially impact the Company.

In addition, the Board leverages the work of its committees to provide focused oversight of specific categories of risk, as described below.

Audit Committee Risk Oversight

The Audit Committee assists the Board in overseeing the Company’s enterprise risk management framework and reviews reports from management regarding significant risks facing the Company. These risks include, among others, financial risks (such as liquidity, capital structure, debt levels, credit ratings, and interest rate exposure), cybersecurity and information technology risks, compliance and regulatory risks, and risks related to internal control over financial reporting.

The Audit Committee oversees financial risk management through regular review of significant accounting policies, oversight of the internal audit function, executive sessions with the Chief Financial Officer and Director of Internal Audit, and ongoing engagement with the Company’s independent registered public accounting firm. The Committee also receives regular legal, compliance, and regulatory updates from the Company’s Chief Legal Officer and, as appropriate, from outside counsel.

Cybersecurity is an integral component of the Company’s risk management program. Our cybersecurity risk management processes are informed by the National Institute of Standards and Technology (NIST) Cybersecurity Framework, as well as applicable regulatory requirements and industry standards. We maintain risk-based controls designed to protect Company information, customer and third-party data, information systems, business operations, and products and services. These controls include, among others, multifactor authentication, firewalls, encryption, antivirus protections, intrusion detection and prevention systems, identity management, and ongoing associate training, including simulated phishing exercises. Our cybersecurity risk management processes also address risks associated with third party service providers through due diligence, contractual requirements, and ongoing monitoring.

The Company’s Interim Chief Technology Officer is responsible for assessing and managing material cybersecurity risks. The Company’s Chief Information Security Officer, who reports directly to the Interim Chief Technology Officer, provides quarterly updates to the Audit Committee regarding key cybersecurity risks and the overall cybersecurity program posture, and the Audit Committee receives cybersecurity reports at least quarterly, and more frequently as warranted, including in the event of a significant cybersecurity incident. In addition, the Board receives regular briefings from management on cybersecurity risks.

From time to time, the Company engages independent third parties to assess its cybersecurity program, enhance controls, and support alignment with evolving regulatory and industry standards. Outside counsel also advises the Board and management on legal obligations related to cybersecurity risk management.

Compensation Committee Risk Oversight

The Compensation Committee oversees risks related to the Company’s compensation programs and talent strategy. The Compensation Committee reviews the relationship between compensation arrangements and risk-taking incentives and maintains policies and practices designed to mitigate undue risk, including stock ownership guidelines, clawback policies, and other risk-limiting features of the Company’s compensation programs. In addition, the Compensation Committee oversees aspects of talent and succession risk, including receiving regular updates from management regarding leadership development and succession planning for senior management positions.

In 2025, as part of our ongoing risk management process, the Compensation Committee conducted a comprehensive review and evaluation of the Company’s compensation programs and policies, following a similar review in 2024. This assessment covered all material components of executive and non-executive compensation. In evaluating these programs, we identified a number of risk mitigating features, including the following:

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Corporate Governance Risk Management

Nominating and Corporate Governance Committee Risk Oversight

The NCG Committee assists the Board in overseeing risks related to Board composition, structure, and governance practices. The NCG Committee also supports management and the Board in overseeing risks related to sustainability and corporate responsibility, including matters related to environmental, social, and governance priorities. The NCG Committee also reviews the Company’s policies, practices, and disclosures related to material governance and sustainability matters and reports regularly to the Board on its activities.

Ongoing Board Engagement

Through these combined efforts, the Board maintains active oversight of the Company’s risk profile and risk management practices, while management retains responsibility for day-to-day risk identification, assessment, and mitigation. This integrated approach supports informed decision making and helps ensure that risk considerations are appropriately incorporated into the Company’s strategy, operations, and long-term value creation.

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Corporate Governance Communication with the Board of Directors

Communication with the Board of Directors

Stockholders and other interested parties may communicate with our Board, a committee of the Board, the independent directors as a group, or any individual director by sending an email to [email protected]. The Chief Legal Officer will compile and submit on a periodic basis all such communications (other than the types of communications set forth below) to our Board.

In addition, anyone who wishes to communicate with our Board, a committee of the Board, the independent directors as a group, or any individual director, may send correspondence to the Office of the Chief Legal Officer at Lennar Corporation, 5505 Waterford District Drive, Miami, Florida 33126. The Chief Legal Officer will compile and submit on a periodic basis all stockholder correspondence as addressed.

In all cases, items that are unrelated to the duties and responsibilities of the Board, such as communications relating to ordinary business, business solicitation or advertisements, junk mail or mass mailings, resumes or other job-related inquiries, spam, or items related to legal or administrative matters will not be compiled and submitted.

Certain Relationships and Related Transactions

All “related person transactions” (as defined by SEC rules) must be approved by our Audit Committee. Directors and executive officers are specifically asked to disclose such transactions annually. Directors must recuse themselves from any discussion or decision affecting their personal, business, or professional interests.

Current SEC rules require disclosure of any transaction, arrangement, or relationship in which (i) Lennar or one of its subsidiaries is a participant, (ii) the amount involved exceeds $120,000, and (iii) any executive officer, director, director nominee, beneficial owner of more than 5% of Lennar’s common stock, or any immediate family member of any such person, has or will have a direct or indirect material interest. Except as described below, since December 1, 2024, we have not had any such transactions, arrangements, or relationships.

On February 7, 2025, we successfully completed the previously announced taxable spin-off transaction (the “Millrose Spin-Off”) of a wholly owned subsidiary of Lennar, Millrose Properties Inc. (“Millrose”). Immediately following the Millrose Spin-Off, we entered into certain contractual arrangements with Millrose, pursuant to which Millrose provides ongoing financing of land acquisition and homesite development and will deliver fully developed homesites on a just-in-time basis for Lennar, in consideration of option deposit and monthly option payments to maintain the purchase options on such acquired land and homesites (such arrangement, the “Millrose HOPP’R Arrangement”). In connection with the Millrose Spin-Off, we contributed to Millrose, in exchange for all outstanding shares of its common stock, $5.6 billion of our land assets (the “Transferred Assets”) and $1.0 billion in cash. The Transferred Assets are subject to purchase options under the Millrose HOPP’R Arrangement. Pursuant to the terms of the Millrose HOPP’R Arrangement, we will continue to pay monthly option payments to maintain our purchase options on the Transferred Assets, until we exercise or forfeit the purchase options. We also expect to engage Millrose for additional land purchases, horizontal development, and homesite option purchase transactions under the Millrose HOPP’R Arrangement going forward.

In connection with the Millrose Spin-Off, we distributed approximately 80% of Millrose’s total outstanding stock (Class A common stock and Class B common stock) to all Lennar stockholders as of the record date of the Millrose Spin-Off. Although no Lennar employees or directors serve in any officer or director position at Millrose, Mr. Miller, our Executive Chairman and Chief Executive Officer, holds a significant amount (but less than a majority) of the aggregate voting power of total outstanding Millrose Class A common stock and Class B common stock, voting together without regard to class. On November 21, 2025, Lennar’s 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”) expired. Pursuant to the Exchange Offer, 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 shares of Millrose Class A Common Stock per share of Lennar Class A Common Stock.

To the extent any future agreements between Lennar and Millrose constitute related party transactions, these will be approved according to our standard procedures.

In February 2015, Mr. Miller entered into a Time-Sharing Agreement with one of our subsidiaries that provides that Mr. Miller can sub-lease aircraft leased by that subsidiary for non-business or personal business purposes. Under the Time-Sharing Agreement, Mr. Miller pays the subsidiary, out of a prepayment fund established under the terms of the agreement, the aggregate incremental cost of each flight based on a list of expenses authorized by federal regulations. The subsidiary retains sole discretion to determine what flights Mr. Miller may schedule, and the Time-Sharing Agreement specifically provides that Lennar’s prior planned use of the aircraft takes precedence over Mr. Miller’s use. Mr. Miller paid our subsidiary $1,015,387 (calculated in accordance with Federal Aviation Administration regulations) for his personal use of the aircraft during fiscal 2025.

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Corporate Governance Corporate Responsibility Matters

In October 2017, Mr. Jaffe, our Former Co-Chief Executive Officer and President, also entered into a Time-Sharing Agreement with our subsidiary that has essentially the same terms as Mr. Miller’s agreement, including the establishment of a prepayment fund for the cost of each flight. Mr. Jaffe paid our subsidiary $439,119 for his personal use of the aircraft during fiscal 2025.

In December 2023, Mr. Miller and Mr. Jaffe each entered into additional Time-Sharing Agreements with our subsidiary relating to the use of an additional Company aircraft for non-business or personal business purposes that generally have the same terms as the February 2015 and October 2017 agreements, respectively, including (for each executive) the establishment of a prepayment fund for the cost of each flight. These Time-Sharing Agreements are in addition to the existing Time-Sharing Agreements that Mr. Miller and Mr. Jaffe entered into with our subsidiary in February 2015 and October 2017, respectively, which agreements continue in full force and effect.

In April 2019, Jeffrey Miller, Mr. Miller’s brother, entered into an agreement with one of our subsidiaries that provides that Jeffrey Miller can sub-lease an aircraft leased by that subsidiary for personal purposes. The arrangement helps to offset the cost of the aircraft when it is not being used by Lennar. Lennar retains sole discretion to determine what flights may be scheduled. Jeffrey Miller pays for use of the aircraft based on a fee structure similar to that used by third-party charter companies. Jeffrey Miller did not use the aircraft in fiscal 2025, and therefore, did not make any payments for his use of the aircraft during fiscal 2025.

Brad Miller, Mr. Miller’s son, is employed by Lennar as a Division Manager. For fiscal 2025, Brad Miller received a salary of $300,000, a cash bonus of $438,660, a grant of restricted Class A common stock with a value of $90,132, and other benefits totaling approximately $17,227 (including matching contributions to his 401(k) plan and a car allowance).

Lennar provides certain administrative (including payroll and office space) services to the Miller Family Office as part of an ongoing arrangement. Pursuant to the arrangement, all expenses in connection with such services are fully reimbursed by the Miller Family Office to the Company. For fiscal 2025, the Miller Family Office reimbursed the Company an aggregate total of $761,721 for all administrative services provided during fiscal 2025. Lennar expects that the Miller Family Office will continue to reimburse Lennar for such administrative services in fiscal year 2026.

Corporate Responsibility Matters

Building a Sustainable Lennar

At Lennar, sustainability is about configuring our business to remain financially strong, while employing new technologies to modernize our business practices, and adopting evermore social and environmental practices to fulfill the highest aspirations of our stakeholders. With a foundation of solid governance principles, including our continuing commitment to our core values of quality, value, and integrity, we have created an environmentally conscious homebuilding strategy that engages and supports the communities where we do business.

We are one of the largest homebuilders in the United States by deliveries, revenues and net earnings, and we build homes to last, meeting the lifestyle preferences of our customers. We include as standard in our new homes sustainable and energy-efficient features, making them healthier and easier to live in than prior generations of homes. We are constantly focused on improving the future of home ownership and rental, whether through our commitment to solar energy, our strides to improve water and air quality, or our strategic investments in companies that develop energy and resource saving products. We incorporate these innovative products in new homes and help our partners bring them to market faster. By focusing broadly, we can create healthy homes and family experiences, alongside a strong bottom line, while appealing to both customers and investors who expect and demand a broader social responsibility. We are truly driving the greatest stockholder value and building a “sustainable” Lennar.

Corporate Responsibility Structure

Comprehensive Board oversight of corporate responsibility activities rests with the Audit Committee and the NCG Committee and is reflected in the respective charters of each committee. These committees take an active role in the oversight of the Company’s corporate responsibility strategy and public reporting, as well as related risks to the Company’s business, operations, and overall strategy. To ensure that corporate responsibility is appropriately managed throughout the organization, we have designed the following governance structures:

Further, our robust company-wide environmental compliance program, the Lennar Environmental Management System, sets consistent standards and procedures to promote and improve the evaluation of environmental conditions and compliance with environmental laws to which we are subject.

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Corporate Governance Corporate Responsibility Matters

Our Key Corporate Responsibility Priorities

STOCKHOLDERS

We are focused on creating long-term value for our stockholders through a commitment to corporate ethics, risk management, careful execution of our strategies, and investments in initiatives that we believe are redefining the future of both Lennar and our industry. While we are intensely focused on our core homebuilding business, we believe our technology initiatives represent a significant opportunity to create efficiencies in our internal operations and to reduce our costs, which drive overall value for our stockholders.

HOMEBUYERS

We are bringing the dream of homeownership to our homebuyers. We use our size to maximize our purchasing power so we can provide our homeowners with luxury features as standard items through our Everything’s Included^® approach. We also provide connected homes that are Wi-Fi-guaranteed with no dead spots and green building features that reduce energy consumption and costs. Our investments in technology provide our homeowners with enhanced experiences, including our digitized financing process that allows homeowners to finance their homes with less paper, in less time, and with more transparency.

MULTIFAMILY

Additionally, our Multifamily business has been engaged in the development of multifamily communities since 2011. From inception through the end of fiscal 2025, the Multifamily business has capitalized and developed 128 multifamily residential communities with approximately 39,300 rental units across 20 states throughout the United States. The communities developed by the Multifamily business include a diversified mix of conventional garden, mid-rise, and high-rise multifamily properties in urban and suburban locations near major employment centers. Most communities offer residents a mix of studio, one, two, and three-bedroom homes.

SINGLE-FAMILY RENTERS

Through our Upward America Venture (“Upward America”), our single-family rental housing program, we aim to make single family living accessible to a broader array of the population. Upward America offers brand-new Lennar homes for rent by purchasing newly completed homes and making them available to those with the desire to experience a single-family lifestyle but are not yet able to own. Upward America’s social focus provides a unique opportunity for families and individuals across the country to live in brand-new Lennar homes, at an attainable price point. Rooted in corporate responsibility principles, Upward America rents homes that are sustainability-focused, technology-driven, and built with environmentally sensitive materials designed to minimize ongoing environmental impact.

ENVIRONMENT

Our purchasing power enables us to include green features in our homes. Each new home we build is healthier and more energy-efficient, and has less impact on the environment than prior generations of homes as a result of features like:

Due to our comprehensive sustainability efforts, 20% of the homes we built in 2024 were ENERGY STAR^® certified. These homes are at least 10% more energy-efficient than homes built to code, reducing both environmental impact and homeowners’ costs.

We have utilized the Home Energy Rating System (“HERS”) of the Residential Energy Services Network (“RESNET”) to track the energy performance of our built homes since 2012. Each home reviewed by RESNET is inspected and rated on its energy efficiency. The outcome of this rating is a final HERS score, from 0 to 150. A lower score means a more affordable, comfortable, and energy-efficient home. The overall energy efficiency of our built homes has significantly improved over the past decade. This improvement is driven by advances in building codes and energy efficiency standards, as well as by our ongoing commitment to sustainable design.

In addition, we continue to evaluate, test and pilot new products and technologies in this area on an ongoing basis. Furthermore, our home design and engineering work optimizes building materials and reduces construction waste. We are embracing green practices as we move toward a more environmentally and economically sustainable future. For example, in 2023, we introduced solar-plus battery storage (the pairing of solar photovoltaic and energy-storing technologies) in 69 communities. This solution is expected to increase energy independence by producing solar energy and storing excess energy for later use. During a power outage, the backup power can run essential appliances for the whole home.

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Corporate Governance Corporate Responsibility Matters

COMMUNITY

Giving back to the communities in which we operate, with both our time and financial support, is one of our core values.

The Lennar Foundation. The Lennar Foundation, created in 1989, is focused on helping people through three pillars: Community, Education, and Health, providing programs such as career training, medical research, and community support for underserved communities. Lennar contributed $1,000 per home delivered in fiscal 2025, for a total of $82.5 million, to The Lennar Foundation. Below are recent examples of The Lennar Foundation’s giving and support:

Community Pillar

Education Pillar

Health Pillar

Focused Acts of Caring. Annually, each of Lennar’s divisions chooses one or more charitable organizations to help by donating time and financial support. Following their Focused Act of Caring events, the Lennar Foundation awards grants of up to $25,000 to participating divisions to present directly to their partner charities. 2025 was a milestone year for the program, celebrating 25 years of giving back locally through Focused Acts of Caring.

Dolphins Cancer Challenge. Lennar associates from across the country participate in a bike, run, and walk event. Funds raised from these efforts support the Sylvester Comprehensive Cancer Center in Miami. For the 14^th year, the Lennar Foundation proudly supported these efforts and the active role in the fight against cancer, collectively raising over $90 million to date with the community for cancer research, diagnosis, and treatment.

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Corporate Governance Corporate Responsibility Matters

HUMAN CAPITAL MANAGEMENT

At Lennar, our people are at the heart of what we do. Every day, they collaborate with innovation and passion to move our strategy forward, directly contributing to our goal to become the nation’s best homebuilder. Our people are a reflection of our core pillars: integrity, quality, and value—the “why” behind what we do and our commitment to our homebuyers.

Talent; Health and Wellness. Our success starts and ends with having the best talent, and our associates (i.e., employees) are our most valuable asset. We are not only focused on attracting strong associates with diverse skills, but also equally committed to developing, training, and retaining them once they have joined us. We do so through, among other programs, an early career development program, leadership development programs, and our Lennar Success University program (which is focused on ensuring that our associates are set up for success from their first day at the Company). We also understand the importance of life balance and offer associates a competitive and comprehensive benefits package, including paid parental leave and resources for whole-self well-being (physical, social, and financial). This package includes medical, dental, and vision coverage, mental health resources through our Associate Assistance Program, as well as wellness programs which actively reward healthy lifestyles.

In addition, as discussed below, we have a Chief Medical Officer who brings deep knowledge, experience and understanding of occupational health, preventive care and wellness programs to the Company. Under his guidance, we have implemented cutting-edge health protocols and wellness programs so that our workforce may be supported by robust health resources and services.

Financial Well-Being. We believe in supporting our associates’ financial goals. One of the ways in which we do so is through our student loan repayment program. This initiative enables eligible associates to receive up to $2,000 in their first year and up to $5,250 annually towards reducing their student loan balances, directly contributing to their financial security and empowering them to achieve their educational and professional goals. In addition, we provide enhanced 401(k) plan benefits supported by our nationwide financial fairs to help our associates make informed choices to invest and prepare for their future financial well-being and life events. In addition, in fiscal 2024, we implemented the Adoption Assistance Plan to support full-time associates who choose to grow their family through adoption. This plan allows the Company to reimburse up to $30,000 in eligible expenses per child, with no limit on the number of children, to help make adoption a more accessible option for our associates and their families.

Safety. As discussed in more detail below, safe work environments, through worker safety and regulatory compliance, are a priority for us. We maintain a robust safety training program, and our worker safety metrics are reviewed by our Audit Committee and Board of Directors so we can ensure that we are successfully managing and improving our safety program.

Code of Business Ethics and Conduct. Training on Lennar’s Code of Business Ethics and Conduct is conducted for all associates at the time of hire and reinforced on a regular basis. Topics covered include, among others, business ethics, conflicts of interest, Foreign Corrupt Practices Act matters, and appropriate standards of workplace conduct.

HEALTH AND SAFETY

We are committed to the health and safety of our associates and trade partners, and we hired a full-time Chief Medical Officer in early 2020 at the beginning of the COVID-19 pandemic. We are committed to worker safety and regulatory compliance, and among other things, require that office associates with oversight of construction and associates who work in the field take additional safety courses. Our Board of Directors and its Audit Committee regularly review the results of OSHA visits and other safety-related information to ensure that we are successfully managing and improving our safety program.

TRADE PARTNERS

We are focused on being the builder of choice for our trade partners. Our size, scale, and pace, combined with our even-flow production and Everything’s Included^® platform, allow us to provide predictable, consistent work for our trade partners.

CORPORATE GOVERNANCE

Our Board is built on a foundation of strong governance practices that promote integrity and accountability, and this guides our conduct and commitment to doing the right thing for the right reason. Our governance practices include:

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Corporate Governance Director Compensation

Learn More About Corporate Responsibility at Lennar

We invite you to view our most recent Social Responsibility Report on our investor relations website at www.investors.lennar.com. The information on our website, including in our most recent Social Responsibility Report and any other uploaded documents or content hyperlinked on our website, is not, and will not be deemed to be, a part of this proxy statement or incorporated by reference into any of our other filings with the SEC.

Director Compensation

We maintain a compensation program for the non-management directors of the Board. Directors who are associates do not receive any additional compensation for their services as directors of the Company.

In fiscal 2025, in response to feedback from Frederic W. Cook & Company, Inc. (“FW Cook”), an independent management compensation consulting firm engaged by the Compensation Committee to assist with executive compensation matters, that our Compensation Committee Chair’s compensation was lower than that of our peers, we increased the annual retainer for the Compensation Committee Chair from $20,000 to $25,000 effective beginning in fiscal 2025.

In fiscal 2025, our compensation program for the non-management directors consisted of the following types and levels of compensation:

Annual Equity Grant

At the time of each annual meeting, each non-management director receives a grant of shares of our Class A common stock. Directors are permitted to sell 50% of that stock at any time but must hold the remaining stock until the second anniversary of the grant date. See “Director Compensation—Impact of the Millrose Spin-Off on Director Equity Awards” in this proxy statement for information on how director equity awards were treated in connection with the Millrose Spin-Off on February 7, 2025.

Retainer and Committee Fees Paid in Cash

Fifty percent of the annual retainer, and the committee fees and lead director fee, are paid in quarterly cash installments. Non-management directors are also reimbursed for incidental expenses arising from their attendance at Board meetings and committee meetings.

Compensation Deferral

A director may elect to defer payment of both the cash and stock portion of the annual retainer and committee and lead director fees until the year the director ceases to serve on our Board or the director’s death. If a director makes this election, a number of phantom shares of Class A common stock with a value equal to the amount of the deferred retainer and fees is credited to the director’s deferred compensation account each quarter. These phantom shares accrue dividend-equivalents, which are credited to the director’s account and treated as though they were used to purchase additional shares of Class A common stock.

When a director’s deferred compensation account terminates, the director will receive cash equal to the value of the number of phantom shares of Class A common stock and, if applicable, any phantom shares of Class B common stock credited to the director’s account. That value is determined by multiplying the number of phantom shares by the closing price of the applicable common stock on either the date of the director’s death or a specified date during the year of the director’s separation from service.

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Corporate Governance Director Compensation

For fiscal 2025, each of Messrs. Hudson, Olivera, Sonnenfeld, and Lapidus (before his departure from the Board at the conclusion of the 2025 Annual Meeting) elected to defer payment of both the cash and stock portions of their fees. Ms. McClure participated in the deferred compensation program until her termination in the program became effective in the second quarter of fiscal 2021. Mr. Gilliam participated in the deferred compensation program until he terminated his participation in September 2021 with respect to the cash portion of his Board and Committee fees, which termination was effective in the second quarter of fiscal 2022. Mr. Gilliam continues to defer the stock portion of his Board and Committee fees. See “Director Compensation—Impact of the Millrose Spin-Off on Director Equity Awards” in this proxy statement for information on how director phantom shares were treated in connection with the Millrose Spin-Off.

The table below sets forth the aggregate number of phantom shares of Class A common stock held by such directors in their respective deferred compensation accounts at November 30, 2025.

The following table sets forth information regarding the compensation of our non-management directors for fiscal 2025. Messrs. Miller and Jaffe are omitted from the table as Messrs. Miller and Jaffe do not receive any additional compensation for their service as directors. Compensation for these two executives is described in the Compensation Discussion and Analysis section of this proxy statement, which begins on page 31.

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Corporate Governance Director Compensation

Impact of the Millrose Spin-Off on Director Equity Awards

On February 7, 2025, we successfully completed the Millrose Spin-Off. In connection with the Millrose Spin-Off and pursuant to the terms and conditions of our 2016 Equity Plan, non-management directors holding unvested restricted stock awards received shares of Millrose common stock giving effect to the Millrose Spin-Off distribution ratio of one share of Millrose common stock for every two shares of Lennar common stock held (the “Spin-Off Distribution Ratio”). The Millrose shares received by directors in connection with the Millrose Spin-Off are not subject to the same transfer restrictions as the related shares of Lennar common stock.

For those non-management directors with amounts deferred pursuant to the Company’s deferred compensation program, their deferred compensation accounts were credited with additional phantom shares in an amount equal to the value of the shares of Millrose common stock that would have been delivered with respect to each Lennar phantom share held in such account if such Lennar phantom shares had been outstanding Lennar common stock after giving effect to the Spin-Off Distribution Ratio.

Fiscal 2026 Changes to Director Compensation Program

In September 2025, changes to the compensation program for the non-management directors of the Board were recommended by FW Cook and approved by the Compensation Committee and the Board, effective as of December 1, 2025 (the first day of the Company’s 2026 fiscal year). These changes were intended to simplify the compensation program and align director compensation with current market best practices. The approved changes were as follows:

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Corporate Governance Director Compensation

In addition, the administration of deferred compensation changed from a calendar-year basis to a fiscal-year basis to align deferrals with fiscal year director compensation and to allow deferral elections in respect of a given fiscal year’s compensation to take effect at the start of such fiscal year while remaining legally compliant.

Stock Ownership Requirements

Our Board has adopted stock ownership guidelines establishing minimum equity ownership requirements for members of our Board. The purpose of the guidelines is to align the interests of directors with the interests of stockholders and to further promote our commitment to sound corporate governance. Under our stock ownership guidelines, a director is expected to own, by a date not later than five years after being elected as a director, shares of our common stock with a value equal to six times the annual director retainer. All of our directors are in compliance with the guidelines or are on track to comply within the five-year period.

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Every year, we give our stockholders the opportunity to vote, on a non-binding, advisory basis, on the compensation of our named executive officers. This vote is commonly referred to as “say-on-pay.” At the 2026 Annual Meeting, we will ask our stockholders to approve, on an advisory basis, the fiscal 2025 compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis (“CD&A”) that follows this proposal.

We encourage you to review the CD&A, the compensation tables, and the related narrative disclosures. We believe our Company’s success is attributable in substantial part to the talent, experience and dedication of our executives. Therefore, our executive compensation program is designed to attract, retain, and motivate high-quality, experienced executives who can help us achieve our short-term and long-term business objectives and strategic priorities.

We believe our executive compensation program appropriately balances responsible, measured pay practices with effective incentives that align executive performance with stockholder value creation. As described in the CD&A, this balance is achieved through a combination of short-term and long-term compensation components—both fixed and variable—with a meaningful percentage of NEO compensation tied to Lennar’s financial performance and stockholder returns. Further, we maintain strong corporate governance practices regarding executive compensation, including robust stock ownership guidelines and a compensation clawback policy that complies with Rule 10D-1, to promote continued alignment of our executives’ interests with those of our stockholders and to discourage excessive risk-taking to achieve short-term gains.

We are requesting that our stockholders approve the following resolution:

RESOLVED, that the stockholders of Lennar Corporation approve, on a non-binding, advisory basis, the compensation of Lennar’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, which disclosure includes the Compensation Discussion and Analysis, the tabular disclosures regarding such compensation, and the accompanying narrative disclosures, set forth in Lennar’s 2026 Annual Meeting proxy statement.

Although this say-on-pay vote is non-binding, the Board and the Compensation Committee will review the results of the vote and consider those results when determining future executive compensation arrangements.

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This Compensation Discussion and Analysis describes our compensation philosophy, policies, and plans, as well as our compensation-setting process and the 2025 compensation of our named executive officers, or NEOs. In addition, we explain why we believe that our executive compensation program is in the best interests of Lennar and you, our stockholders.

For fiscal 2025, our NEOs were:

Executive Summary

Fiscal 2025 Performance and Other Highlights

Fiscal 2025 was shaped by affordability constraints and elevated mortgage rates. In this environment, we delivered results while adapting to market conditions and staying focused on the core pillars of our strategy, which is building a healthier housing market by bringing more attainable homes to more people: identifying communities for growth, controlling and developing land, using scale to build attainable products, and selling on pace to fuel growth.

We ended the year with total revenues of $34.2 billion, net earnings of $2.1 billion, a 19.7% return on inventory, and $217 million in operating cash flow. We delivered 82,583 homes with 83,978 new home orders. Our just-in-time land strategy resulted in 98% of our land controlled or optioned, an all-time high. By driving efficiency, we reduced our construction cycle time by 40% over the last three years. In fiscal 2025, we also repurchased 22.1 million shares: 14.1 million shares of Lennar common stock for $1.7 billion in cash and 8.0 million shares through the Exchange Offer.

In addition, in fiscal 2025, we completed the Millrose Spin-Off and the acquisition of the homebuilding operations of Rausch Coleman Homes. The Millrose Spin-Off supported our move to a more asset-light land strategy by reducing the amount of capital tied up in land and improving cash flow. It also gives us greater flexibility to match land purchases with sales pace. Together, these actions support steady growth, stronger cash generation, and improved performance across housing cycles. The Rausch Coleman Homes acquisition expanded our presence in fast-growing, more affordable markets and added communities that support continued growth. By bringing these operations onto Lennar’s platform, we can leverage our scale, purchasing power, and systems to grow efficiently and maintain disciplined returns.

Finally, as discussed elsewhere in this proxy statement, after a 42-year career with Lennar, Jonathan Jaffe retired as Co-Chief Executive Officer and President effective as of December 31, 2025. The Company has no plans to replace Mr. Jaffe’s role.

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Compensation Discussion and Analysis Executive Summary

Fiscal 2025 Key Compensation Decisions

For fiscal 2025, the Compensation Committee made the following key compensation decisions, which promote the continued alignment of our executive compensation program with stockholder interests:

Continued Stockholder Engagement on Executive Compensation

The Compensation Committee and full Board take the outcome of the Say-on-Pay vote seriously and are focused on gathering and responding to our stockholders’ feedback regarding the Company’s executive compensation programs. As part of its compensation-setting process, the Compensation Committee considers the results of the stockholder advisory vote on our executive compensation from the prior year. Approximately 88% of the votes cast at our 2025 Annual Meeting were voted in favor of our executive compensation, representing an increase of nine percentage points in approval from our 2024 annual meeting of stockholders where approximately 79% of the votes cast were in favor of our executive compensation plan. This positive, meaningful increase in stockholder approval is the result of the Compensation Committee’s consistent efforts to engage and align with, and be responsive to, our stockholders to bolster stockholder voting results.

Throughout fiscal 2025, in furtherance of these efforts, the Compensation Committee participated in a series of discussions and consultations with the Compensation Committee’s independent compensation advisor. In a continued effort to be responsive to the feedback we received from extensive outreach to our stockholders in fiscal 2023, the Compensation Committee in fiscal 2025 also consulted with an independent compensation advisor to obtain additional input on how we could continue to improve on the progress we made in fiscal 2024 in aligning our executive compensation programs with stockholder interests.

Highlights of our fiscal 2025 compensation program, which have been developed based on the input from our stockholders in fiscal 2023 and in prior years, the results of the Company’s 2025 Say-on-Pay vote, and consultations with the Compensation Committee’s independent compensation advisor, are listed below:

We Regularly Review the Compensation Program and Make Appropriate Changes

We are committed to aligning with and being responsive to our stockholders. We take into account their feedback and regularly review and make changes to our executive compensation program accordingly.

In the last five years, we have made the following changes to our equity compensation and cash bonus programs for Messrs. Miller and Jaffe:

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Compensation Discussion and Analysis Executive Summary

Base Salaries

In contrast to the regular changes that we make to the at-risk portion of executive compensation, with respect to Messrs. Miller and Jaffe, no changes have been made to their base compensation since 2003 and 2010, respectively.

Key Operating and Financial Highlights

KEY FINANCIAL METRICS

KEY OPERATING METRICS

KEY RETURN METRICS

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Compensation Discussion and Analysis Executive Summary