UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On February 7, 2025, Lennar Corporation (“Lennar”) issued a press release announcing the completion of the previously announced taxable spin-off of Millrose Properties, Inc. (“Millrose”) as described in Item 8.01 in this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 8.01. Other Events.
On February 7, 2025, Lennar completed the previously announced taxable spin-off of Millrose through the distribution of approximately 80% of the outstanding shares of Millrose Class A and Class B common stock to holders of Lennar Class A and/or Class B common stock (the “Distribution”) as of the close of business on January 21, 2025 (the “Record Date”).
The Distribution was completed as of 8:30 a.m., Eastern Time, on February 7, 2025. As a result of the Distribution, Millrose is now an independent public company and its Class A common stock is listed under the symbol “MRP” on the New York Stock Exchange. Millrose Class B common stock will not be listed. Lennar stockholders of record as of the Record Date received one share of Millrose Class A common stock, unless they elected to receive Class B common stock, for every two shares of Lennar Class A or Class B common stock held as of such date, subject to the payment of cash in lieu of fractional shares of Millrose Class A common stock. Fractional shares of Millrose Class B common stock will be rounded down.
As a result of the Distribution and the elections made by Lennar stockholders in connection with the Distribution, there are currently 120,980,401 shares of Millrose Class A common stock and 11,819,811 shares of Millrose Class B common stock distributed to Lennar stockholders (representing approximately 80% of the total outstanding shares of Millrose common stock). Lennar will temporarily retain and not vote approximately 33,200,053 shares of Class A common stock of Millrose (representing approximately 20% of the total outstanding shares of Millrose common stock), which Lennar expects to dispose of through a subsequent spin-off, split-off, public offering, private sale or any combination of these potential transactions. As of the date of the Distribution, there are 154,180,454 total outstanding shares of Millrose Class A common stock and 11,819,811 total outstanding shares of Millrose Class B common stock (166,000,265 total shares outstanding in the aggregate).
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed as part of this Current Report on Form 8-K.
| Exhibit No. |
Description of Document | |
| 99.1 | Press Release issued by Lennar Corporation on February 7, 2025. | |
| 104 | Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 7, 2025 | Lennar Corporation | |||||
| By: | /s/ Diane Bessette | |||||
| Name: | Diane Bessette | |||||
| Title: | Vice President and Chief Financial Officer | |||||
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