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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Millrose Properties, Inc. (Name of Issuer) |
Class A common stock, par value $0.01 per share (Title of Class of Securities) |
601137102 (CUSIP Number) |
Katherine Lee Martin 5505 Waterford District Drive, Miami, FL, 33126 (305) 559-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/26/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 601137102 |
| 1 |
Name of reporting person
Lennar Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,794.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Millrose Properties, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
600 Brickell Avenue, Suite 1400, Miami,
FLORIDA
, 33131. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on February 7, 2025 (as amended to date, the "Schedule 13D"), relating to the Class A common stock, par value $0.01 per share ("Class A Common Stock"), of Millrose Properties, Inc. ("Millrose" or the "Issuer"). This Amendment No. 1 supplements Item 4 and amends and restates Items 5(a)-(c), and (e) as set forth below. Unless specified otherwise, capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
On November 26, 2025, Lennar announced the final results of its previously announced 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"), as more fully described in the Registration Statement on Form S-4, as amended, and the accompanying prospectus, filed by Millrose with the SEC on November 19, 2025 ("Exchange Offer Registration Statement and Prospectus"). Pursuant to the Exchange Offer, Lennar exchanged 33,298,754 shares of Millrose Class A Common Stock for 8,049,594 shares of Lennar's Class A common stock, par value $0.10 per share ("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.
Lennar retains 1,794 shares of Millrose Class A Common Stock and 7,063 shares of Millrose's Class B common stock, par value $0.01 per share ("Millrose Class B Common Stock") not included in the Exchange Offer that have been forfeited back to Lennar by certain employees who received such shares on their unvested Lennar restricted stock awards in connection with the Millrose spin-off transaction. The shares of Millrose Class B Common Stock retained by Lennar are not included in rows 7 through 13 above because they are not convertible into shares of Millrose Class A Common Stock at Lennar's election. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses set forth in rows 11 and 13 are incorporated by reference into this Item 5. The percentage presented in row 13 above is calculated based on 154,183,686 outstanding shares of Class A Common Stock of the Issuer as of October 23, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on October 23, 2025. | |
| (b) | 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. | |
| (c) | Other than as described in Item 4 of this Amendment No. 1, no transactions in the shares of Class A Common Stock have been effected by Lennar during the past sixty (60) days. | |
| (e) | November 26, 2025. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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