SEC Form SCHEDULE 13D filed by Millrose Properties Inc.

5505 Waterford District Drive, Miami, Florida 33126

The principal business of Lennar is homebuilding.

During the last five years, Lennar has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, Lennar has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Lennar is a corporation organized under the laws of the State of Delaware.

On February 7, 2025, Lennar completed the previously announced taxable spin-off (the "Spin-Off") of the Issuer through the distribution of approximately 80% of the outstanding shares of the Issuer's Class A and Class B Common Stock to holders of Lennar Class A and/or Class B common stock (the "Distribution"), as described in the Issuer's Registration Statement on Form S-11, as amended, and the accompanying prospectus, filed by the Issuer on January 17, 2025. Following the Distribution, Lennar will temporarily retain and not vote approximately 33,200,053 shares of Class A common stock of the Issuer (representing approximately 20% of the total outstanding shares of the Issuer's Class A and Class B common stock) (the "Retained Shares"), which Lennar expects to dispose of through a subsequent spin-off, split-off, public offering, private sale or any combination of these potential transactions.

The response set forth in Item 3 is incorporated by reference into this Item 4. At the time of this filing, there are no other plans or proposals in connection with the securities acquired.

The responses set forth in rows 11 through 13 are incorporated by reference into this Item 5. The percentage presented in Row 13 above is calculated based on 154,180,454 outstanding shares of Class A common stock of the Issuer as of February 7, 2025, as reported in the Issuer's Current Report on Form 8-K filed on February 7, 2025.

The responses set forth in rows 7 through 10 on the cover page to this Schedule 13D are incorporated by reference into this Item 5.

On February 7, 2025, Lennar completed the Distribution as described in Item 3.

Not applicable.

Not applicable.

In connection with the Spin-Off, Lennar and Millrose entered into the Distribution Agreement dated January 16, 2024 pursuant to which Lennar agreed not to exercise any voting rights with respect to the Retained Shares in connection with any matter that may be voted upon by the stockholders of Millrose for as long as Lennar retains ownership of the Retained Shares. In connection with the future disposition of the Retained Shares, Lennar and Millrose also entered into a Registration Rights Agreement, pursuant to which Millrose agreed that, upon the exercise of Lennar's demand registration rights, subject to certain limitations, Millrose will use its reasonable best efforts to effect the registration of the Retained Shares.

EX-99.1 -- Form of Distribution Agreement between Lennar and Millrose (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-11 filed with the Securities and Exchange Commission by the Issuer on December 18, 2024, as subsequently amended) (https://www.sec.gov/Archives/edgar/data/2017206/000119312524280883/d811267dex21.htm) EX-99.2 -- Registration Rights Agreement between Lennar and Millrose (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Issuer on February 7, 2025) (https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/d760441dex103.htm)