普莱斯先生美股招股说明书(2025-11-19版)

Offer to ExchangeUp to 33,298,764 Shares of ClassA Common Stock of MILLROSE PROPERTIES, INC.Which are Owned by Lennar Corporation for Outstanding Shares of ClassA CommonStock of LENNAR CORPORATION THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER21, 2025,UNLESS THE EXCHANGE OFFER IS FURTHER EXTENDED OR TERMINATED. Lennar Corporation, a Delaware corporation (“Lennar”), is offering to exchange (the “Exchange Offer”) up to an aggregate of 33,298,764 shares ofClassA common stock, par value $0.01 per share (“Millrose ClassA Common Stock”), of Millrose Properties, Inc., a Maryland corporation (“Millrose”), foroutstanding shares of ClassA common stock, par value $0.10 per share (“Lennar ClassA Common Stock”), of Lennar that are validly tendered and notvalidly withdrawn. If the Exchange Offer is oversubscribed, shares of Lennar ClassA Common Stock that are validly tendered and not validly withdrawnwill be accepted for exchange on a pro rata basis in proportion to the number of shares validly tendered. Millrose is externally managed by Kennedy Lewis Land and Residential Advisors LLC (“KL” or the “Manager”) and intends to elect to be treatedand to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, commencing with its taxable year ending December31,2025. This Exchange Offer is intended to permit you to exchange your shares of Lennar ClassA Common Stock for shares of Millrose ClassA CommonStock at a 6% discount to theper-sharemarket value of Millrose ClassA Common Stock through an exchange ratio calculated as set forth in thisprospectus subject to the upper limit described below. For each $100 of Lennar ClassA Common Stock accepted in this Exchange Offer, you will receiveapproximately $106.38 of Millrose ClassA Common Stock, subject to an upper limit of 4.1367 shares of Millrose ClassA Common Stock per share ofLennar ClassA Common Stock. This Exchange Offer does not provide for a lower limit or minimum exchange ratio. See “The Exchange Offer—Terms ofthe Exchange Offer.”IF THE UPPER LIMIT IS IN EFFECT, YOU MAY RECEIVE LESS THAN $106.38 OF MILLROSE CLASS A COMMON STOCKFOR EACH $100 OF LENNAR CLASS A COMMON STOCK THAT YOU TENDER, AND YOU COULD RECEIVE MUCH LESS. The value of the two stocks for purposes of the preceding paragraph and this Exchange Offer will be determined by reference to the simplearithmetic average of the daily volume-weighted average prices (“VWAPs”) of Lennar ClassA Common Stock (the “Average Lennar Price”) and MillroseClassA Common Stock (the “Average Millrose Price”) on the New York Stock Exchange (“NYSE”) during the three consecutive trading days ending onand including the second trading day immediately preceding the expiration date of the Exchange Offer (the “Averaging Dates” and thisthree-dayperiod,the “Averaging Period”), which, if the Exchange Offer is not further extended or terminated, would be November 17, November 18 and November 19,2025. See “The Exchange Offer—Terms of the Exchange Offer.” The exchange ratio will value Lennar ClassA Common Stock at 100% of the AverageLennar Price and will value the Millrose ClassA Common Stock at 94% of the Average Millrose Price. Therefore, the exchange ratio will offer MillroseClassA Common Stock at a discount from the market value reflected in the Average Millrose Price. Lennar ClassA Common Stock and Millrose ClassA Common Stock are listed on the NYSE under the symbols “LEN” and “MRP,” respectively.The last reported sale prices of Lennar ClassA Common Stock and Millrose ClassA Common Stock on the NYSE on October9, 2025 were $117.91 and$32.39 per share, respectively. The indicative exchange ratio that would have been in effect following the official close of trading on the NYSE onOctober9, 2025, based on the VWAPs of Lennar ClassA Common Stock and Millrose ClassA Common Stock on October7, October 8 and October9,2025 would have provided for 3.9481 shares of Millrose ClassA Common Stock to be exchanged for every share of Lennar ClassA Common Stockaccepted. Table of Contents The final exchange ratio, including whether the upper limit on the number of shares that can be received for each share of Lennar ClassACommon Stock tendered is in effect, will be announced by 9:00 a.m., New York City time, on the trading day immediately preceding the expiration date ofthe Exchange Offer (which expiration date, if the Exchange Offer is not further extended or terminated, would be November21, 2025). At such time, thefinal exchange ratio will be announced by press release and from the information agent, Georgeson LLC, at +1 (888) 624-7035 (toll-free for stockholders,banks and brokers) or +1 (218) 209-2908 (all others outside the United States). Throughout the Exchange Offer, indicative exchange ratios (calculated inthe manner described in this prospectus) will be also available from the information agent. Fractional shares of Millrose ClassA Common Stock will not be dist