Lennar has extended the deadline for its exchange offer of its approximately 20% stake in Millrose Properties, Inc. (MRP) to midnight, November 14, 2025. The offer allows Lennar shareholders to trade Lennar Class A common stock for Millrose Class A common stock at a 6% discount, and the terms of the offer remain unchanged.
The extension is a direct result of the U.S. federal government shutdown, which has prevented the Securities and Exchange Commission from declaring the registration statement (Form S‑4) effective. If the registration statement is not effective by the new expiration date, Lennar may further extend the offer or terminate it without accepting tendered shares.
The exchange offer is part of Lennar’s strategy to become a “pure play” new‑home manufacturer and to advance its asset‑light business model. By divesting its remaining stake in Millrose, Lennar aims to streamline its operations and capital structure. Millrose was spun off in February 2025, receiving $5.5 billion in land assets and $1.0 billion in cash from Lennar, and focuses on providing capital and operational solutions for homebuilders and land developers.
Lennar’s Q3 2025 earnings report shows a decline in key metrics: net earnings fell to $591 million ($2.29 per diluted share) from $1.2 billion ($4.26 per diluted share) in Q3 2024; gross margin on home sales contracted to 17.5% from 22.5%; and revenue from home sales dropped 9% to $8.2 billion from $9.0 billion. The decline is attributed to lower revenue per square foot and higher land costs, as well as increased selling, general and administrative expenses.
Millrose’s business model centers on the Homesite Option Purchase Platform (HOPP’R), which provides finished homesites and capital recycling for other homebuilders. Lennar’s Executive Chairman and Co‑Chief Executive Officer Stuart Miller noted that the company is navigating a challenging housing market with high mortgage rates while maintaining its operating strategy.
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