[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_102":103},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","t6y9oxtks381ltf4sfqill166","revision",2,"title","Lennar Corporation发行6亿美元优先票据","originalTitle","LENNAR CORP /NEW/ (0000920760) (Filer)","summary","Lennar Corporation发行总额6亿美元的优先票据，包括2029年到期的3亿美元5.700%票据和2032年到期的3亿美元5.950%票据，发行价格为面值的99.929%和99.948%，扣除承销折扣后净得约5.945亿美元。票据为无担保、无次级债务，控制权变更时需以101%赎回价回购。公司预计净募集资金用于一般企业用途。","reason","Lennar Corporation发行总额6亿美元的优先票据，用于一般企业用途，票据为无担保、无次级债务，控制权变更时需以101%赎回价回购。","source",{"_12":93,"_94":95,"_9":96,"_97":42,"_98":99,"_100":101},"links",{"_90":91,"_78":92},"publishedAt","2026-10-14T21:42:20.000Z","discoveredAt","2026-10-15T10:33:09.143Z","timelineAt","category","ai-products","tags",[84,85,86,87,88,89],"stockSymbols",[83],"score",67,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fKnQsZjlJ4Jc",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","db66483c-9a42-4d71-9ec0-48e945410cb0","Lennar发行6亿美元优先票据",{"_73":74,"_16":75},"

本次发行的总面值为3亿美元的5.700%高级债券，2029年到期（“2029年债券”），以及总面值为3亿美元的5.950%高级债券，2032年到期（“2032年债券”，与2029年债券合称为“债券”）。2029年债券将于2029年10月15日到期，2032年债券将于2032年1月15日到期。我们将在每年的4月15日和10月15日支付2029年债券的利息，从2027年4月15日开始支付。我们将在每年的1月15日和7月15日支付2032年债券的利息，从2027年1月15日开始支付（短期首次票息）。

我们可以在任何时候，按赎回价格\n在“债券描述—我们的赎回权”中指定，加上截至但不包括赎回日的任何应计未付利息，选择性地全部或部分赎回债券。

在发生控制权变更触发事件时，我们必须以现金形式向所有未偿还债券的持有者提出回购要约，回购价格等于债券面值的101%，加上截至但不包括回购日的应计未付利息。

债券将是我们高级无担保和无次级的债务，与其他债券以及我们所有其他无担保和无次级债务具有同等地位，高于任何明确在支付方面次于债券的未来债务，并且在所涉及资产价值范围内，相对于任何我们的担保债务而言，实际上处于次要地位。当债券发行时，如果该子公司担保我们的信贷协议或某些其他债务义务，所有我们现有的和未来的全资（即直接或间接100%拥有）子公司将提供担保，如本文所述。在任何时候为债券提供担保的所有子公司提供的担保是全面且无条件的，并且在有效期内是连带和共同的。在某些情况下，任何子公司的担保可能会被解除。详见“债券描述—担保”。

债券不会在任何证券交易所上市。目前，债券没有公开市场。

投资债券涉及风险。请参阅本招股说明书补充材料第S-7页开始的“风险因素”部分以及附带招股说明书第1页。您还应考虑本招股说明书补充材料和附带招股说明书引用文件中描述的风险因素，包括我们在截至2025年11月30日财年结束的年度报告10-K表中的“风险因素”部分。

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	每张\n2029年债券			总计			每张\n2032年债券	总计
公开发行价格⁽¹⁾		99.929	%		$	299,787,000		99.948	%	$	299,844,000
承销折扣		0.350	%		$	1,050,000		0.600	%	$	1,800,000
我们获得的净收益（在扣除预估费用后）		99.579	%		$	298,737,000		99.348	%	$	298,044,000

\n\n\n

(1)	加上从2026年10月15日起的应计利息，如果结算发生在该日期之后。\n

证券交易委员会或任何州证券委员会均未批准或否决这些证券，也未确定本招股说明书补充材料是否真实或完整。任何与此相反的陈述均为刑事犯罪。

这些票据仅通过存管信托公司以无纸化形式向其参与账户（包括欧洲清算银行、SA/NV和清算银行、S.A.）在2026年10月15日左右交付。

联合主承销商

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BBVA		BofA 证券		高盛公司 & Co. LLC		J.P. 摩根

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瑞穗	Truist 证券	美国银行证券

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n



BMO 资本市场	花旗集团	公民资本市场

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n



第五第三证券	哈钦森资本市场	PNC 资本市场 LLC	加拿大丰业银行

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n



ING		道明证券

本招股说明书补充材料的日期为2026年10月13日。

我们和承销商均不在任何禁止提供或销售票据的司法管辖区提供出售票据的要约。您应假定本招股说明书补充材料、随附的招股说明书、任何此类自由文本招股说明书以及此处或其中引用的文件中出现的信息仅在各自日期准确。自这些日期以来，我们的业务、财务状况、经营成果和前景可能已发生变化。

招股说明书补充材料

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关于本招股说明书补充材料			S-ii
关于前瞻性声明的说明			S-ii
概要			S-1
风险因素			S-7
募集资金的用途			S-12
其他债务			S-12
票据的描述			S-13
某些美国联邦所得税考虑			S-32
某些ERISA考虑			S-37
承销			S-40
法律事务			S-46
专家			S-46
您可以找到更多信息的地方			S-46

招股说明书


	页码
关于本招股说明书		1
Lennar公司		1
风险因素		1
关于前瞻性声明的特别说明		1
募集资金的用途		3
出售股东		3
债务证券的描述		3
认股权证的描述		6
普通股的描述		7
存款凭证的描述		10
单位的描述		11
发行计划		12
专家		13
法律意见		13
您可以找到更多信息的地方		14
某些文件的引用纳入		14

S-i

本文件由两部分组成。第一部分是本招股说明书补充文件，其中描述了本次发行的具体条款。第二部分是附带的招股说明书，其中描述了更一般性的信息，其中一些可能不适用于本次发行。您应同时阅读本招股说明书补充文件和附带的招股说明书，并结合下面“您可在何处获取更多信息”标题下所述的文件和附加信息。

如果本招股说明书补充文件中包含或引用的信息与附带招股说明书中的任何内容不一致，本招股说明书补充文件中包含或引用的信息将适用，并将取代附带招股说明书中的信息。

除非在本招股说明书补充文件中另有定义，“公司”、“我们”、“我们的”或“我们”指 Lennar Corporation 及其子公司。

关于前瞻性声明的注意事项

本招股说明书补充文件和附带的招股说明书（包括此处和其中引用的文件）包含根据《1995 年私人证券诉讼改革法案》定义的“前瞻性声明”。这些声明涉及期望、信念、预测、计划和策略、预期事件或趋势以及类似表达，涉及的事项并非历史事实。这些前瞻性声明通常包括“预期”、“相信”、“考虑”、“估计”、“期望”、“预测”、“打算”、“目标”、“计划”、“预测”、“预测”、“寻求”、“策略”、“目标”、“将”、“可能”或其他类似含义的词语。其中一些是基于一般观察、轶事证据和行业经验形成的观点，但未经具体调查或分析的支持。

这些前瞻性声明反映了我们对未来的看法，但受风险、不确定性和假设的影响。我们希望提醒读者，某些重要因素可能已经影响并可能在未来影响我们的实际结果，可能导致实际结果与我们前瞻性声明中的预期有显著差异。可能造成实际结果与我们前瞻性声明中的预期有重大差异的最重要因素包括但不限于：我们在有大量住宅建设或多元化住宅开发活动的地区，或拥有大量待出租的单户住宅的房地产市场出现放缓；我们住宅（无论是出售还是出租）或多元化住宅租赁公寓的需求下降；通货膨胀的潜在影响；住房买家抵押贷款融资成本的增加、利率持续高位或抵押贷款行业的竞争加剧；建筑用材料和劳动力的供应短缺和成本增加；影响我们业务的贸易政策变化，包括新出台或提高的关税，以及可能影响我们住宅建设业务相关原材料和其他商品成本的报复性关税和其他处罚；美国和外国政府法律、法规和政策的变化，包括针对美国的报复性政策，可能影响我们的业务运营；房地产税和保险成本的增加；利率上升对我们基金借款的影响，或基金对新项目投资的意愿；能源价格的上涨；我们在上市公司投资的市场价值下降；我们的保险可能无法充分覆盖的自然灾害或灾难性事件；我们无法成功执行我们的战略，包括我们的轻资产战略；行使购房用地购买期权的问题；我们持有的土地和住宅库存价值下降，可能导致未来对房地产资产账面价值的减记；我们决定不行使与土地购买期权相关的房地产的定金和预购成本的没收；公共卫生问题可能对我们的业务产生的负面影响；由于加强执行移民限制而导致的劳动力短缺和/或潜在购房人数减少；法律诉讼可能产生的不利结果；资本、信用和金融市场状况；以及影响我们业务的法律、法规或监管环境的变化。

S-ii

以上风险列表并非详尽无遗。有时会出现新的风险因素，管理层无法预测所有可能影响我们业务或附注的风险。本招股说明书附录中的任何内容均无意保证我们的未来结果或成就。您不应过度依赖本招股说明书附录中包含或纳入的前瞻性声明，该声明仅反映其发布日期的情况。

请参阅我们截至2025年11月30日止财年的10-K表格，以及我们向证券交易委员会（“SEC”）提交的其他文件，以了解有关这些风险和其他风险的进一步讨论，这些风险和不确定性可能也会影响我们未来的业绩。我们不承担义务在本招股说明书补充文件或我们向SEC提交的文件中公开修订任何前瞻性声明，以反映这些声明日期之后的事件或情况，或反映预期或未预期事件的发生，除非我们依法必须在SEC文件中披露某些事项或以其他方式披露。

S-iii

本摘要突出了本招股说明书补充文件或在本招股说明书补充文件中引用的文件中包含的其他信息。本摘要并非对本招股说明书补充文件所涵盖事项的完整描述，其全部内容均受本招股说明书补充文件和附带的招股说明书中包含或引用的更详细信息和财务报表的约束和限制。在决定是否购买票据之前，您不应仅依赖本摘要中的信息。您应完整阅读本招股说明书补充文件、附带的招股说明书以及其中引用的文件。

Lennar\n公司

Lennar 是美国领先的优质住宅建设商，为各代人提供住宅。自1954年以来，我们为全美各地的家庭建造了超过一百万所新房。我们主要在32个州的一些最受欢迎的市场中，以 Lennar 品牌名称建造负担得起、可升级和适合活跃老年人的住宅。\n

我们的业务运营包括住宅建设、金融服务、多户住宅和战略技术投资。我们的住宅建设业务涵盖独栋和联排别墅，以及通过我们有投资的实体直接购买、开发和销售住宅用地。我们最大的住宅建设业务位于佛罗里达州、德克萨斯州和加利福尼亚州。住宅建设业务是我们公司的核心，2025财年创造了320亿美元的收入，约占我们合并收入的94%。\n

如今，我们作为一家专注于制造的、轻资产的住宅建设公司，强调住宅建设行业中的效率和可扩展性。2025年2月，我们完成了Millrose Properties, Inc.的分拆，该分拆带来了56亿美元的土地资产和10亿美元的现金，加速了我们成为纯住宅建设、轻资产公司的战略。2025年11月，我们通过交换要约出售了剩余的Millrose股份，在此次交易中，我们使用Millrose A类普通股作为对价，购买了Lennar A类普通股。通过与包括Millrose在内的多样化第三方网络合作，他们代表我们处理土地收购和开发，我们有效地减少了土地收购和开发支出。开发完成后，我们从这些第三方购买住宅用地，并按需及时投入生产。截至2026年8月31日，我们拥有约2%的住宅用地，其余98%通过与第三方和未合并的合资企业的期权合同进行控制。

此外，我们还为我们的房屋买家和其他人提供抵押贷款融资、产权保险和交割服务。我们通过我们的金融服务子公司Lennar Mortgage, LLC提供符合标准的常规、FHA保险和VA担保的住宅抵押贷款产品以及其他住宅抵押贷款产品，这些服务主要在我们有住宅建筑业务的大多数州的地点提供。截至2026年8月31日的九个月期间，我们的金融服务子公司为83%的在我们提供服务的地区获得抵押贷款的房屋买家提供了贷款。

此外，我们还参与多户社区的开发。这些社区包括在主要就业中心附近的城乡地区中，传统花园式、中高层和高层多户住宅的多样化组合。

最后，我们投资于技术驱动的解决方案，以提升客户体验，使更多样化的美国人口能够负担得起住房，并建设更健康、更可持续的社区。

S-1

我们是一家成立于1954年的特拉华州公司。我们的主要办公地址是佛罗里达州迈阿密Waterford District Drive 5505号，邮编33126。这些办公室的电话号码是(305) 559-4000。我们的网址是www.lennar.com。本网站的信息不构成本招股说明书补充文件或附带招股说明书的一部分。

当前行业状况

我们2026年第三季度的业绩反映了在宏观经济背景更加困难的情况下，持续的运营执行。我们交付了20,840栋房屋，处于我们的指导范围内，同时产生了20,879个新订单，毛利润率环比改善至15.8%，净收益达到2.84亿美元，即每股1.19美元。我们仍然有意专注于为住房可负担性受限的消费者提供可负担住房，这一选择目前仍在对近期利润率产生影响，但正在建立我们相信将随时间推高利润率的销量和市场地位。尽管住房需求依然稳定，结构性供应限制依然存在。季度内抵押贷款利率上升，30年期固定利率升至约7%，更高的利率和生活成本进一步加剧了可负担性问题。

我们的运营策略没有改变。我们仍然专注于两个优先事项：推动持续、平稳的生产和销量，以及继续完善我们的轻资产、轻土地的资产负债表模式，以产生强劲且不断增长的现金流和回报。截至2026年8月31日，我们拥有约2%的住宅用地，其余98%通过与第三方和未合并的合资企业的期权合同进行控制。

我们认为美国住房的基本短缺问题尚未解决，需求仍然被推迟而非减少。我们计划继续管理成本结构、周期时间和土地基础，以期在可负担性改善时让Lennar受益，无论这种改善是通过利率变化、工资增长，还是监管和许可改革实现的，同时在当前市场条件下保持纪律性。

S-2

本摘要可能未包含所有对您可能重要的信息。在投资本票据之前，请仔细阅读本附录、随附的招股说明书以及包含在附录和随附招股说明书中的文件，包括风险因素和财务报表及相关附注。关于封面页、本节以及题为“票据描述”的部分中对票据条款的讨论，提及“公司”、“我们”、“我们”和“我们的”仅指Lennar Corporation，而非其任何子公司。

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发行人	Lennar Corporation，一家特拉华州公司。

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发行的证券

3亿美元本金总额的2029年到期的5.700%高级票据。

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3亿美元本金总额的2032年到期的5.950%高级票据。

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到期日	2029年票据将于2029年10月15日到期。

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2032年票据将于2032年1月15日到期。

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利率	2029年票据将按年利率5.700%计息。利息将从2026年10月15日开始计算。

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2032年票据将按年利率5.950%计息。利息将从2026年10月15日开始计算。

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利息支付日期

每年的4月15日和10月15日，对于2029年票据，从2027年4月15日开始；对于2032年票据，每年的1月15日和7月15日，从2027年1月15日开始（首次利息支付期较短）。

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偿债基金

无。

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地位	票据将是我们的高级、无担保和无次级债务，并与其他票据以及我们当时发行的其他高级、无担保和无次级债务处于同等地位，高于任何未来明确在支付方面次于票据的债务，并在所涉及资产的价值范围内，次于我们的任何担保债务。票据在结构上次于我们所有现有和未来的义务（包括借款和应付账款），这些义务的子公司当时并未担保票据。参见“票据描述—担保”。另请参见“风险因素—由于票据在结构上次于我们非担保子公司的义务，您在特定子公司当时未担保票据时获得偿还的能力可能会受到不利影响”以及“—票据无担保的事实可能会增加我们在资不抵债时无法全额偿还的可能性”。

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截至2026年8月31日，我们的子公司有19.3亿美元的债务，其中包括17.6亿美元的担保债务。其中15.8亿美元的担保债务是子公司在发行时不会为票据提供担保的债务。截至2026年8月31日，我们子公司的担保债务和非担保子公司的非担保债务总计为18亿美元。截至2026年8月31日，我们有未偿还的高级票据，这些票据是我们多年来在资本市场出售的，总计17.4亿美元。

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担保

我们现有的及未来的全资子公司（即直接或间接100%拥有）如果该子公司为我们的信贷额度或资本市场债务（如下文定义）提供担保，或为任何子公司的义务作为担保人提供担保，或单独以超过1亿美元的本金总额提供担保，则该子公司将为票据提供担保（即Lennar Corporation）。在任何时候为票据提供担保的所有子公司提供的担保均为全面且无条件的，并且是连带责任。在票据发行时或之后生效的担保，可能在有限的情况下随后被解除。在本招股说明书补充文件日期，我们所有全资子公司（除以下子公司外：（1）从事抵押贷款业务的子公司，（2）拥有、融资、管理或服务房地产资产的子公司，（3）从事商业或混合用途物业开发、投资和管理的子公司，（4）从事多户租赁物业开发、投资和管理的子公司，（5）从事太阳能系统安装、开发、拥有、服务、出售或租赁或太阳能电力销售的子公司，（6）根据法律、法规或协议被禁止提供担保的子公司，或（7）单独净资产不足1亿美元且合计净资产不超过5亿美元的子公司）将为我们根据循环信贷协议或延期提款定期贷款协议的义务提供担保（参见“其他债务”）。

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因此，为我们在循环信贷协议和延期提款定期贷款协议下的义务提供担保的所有子公司在票据发行时将为票据提供担保。参见“票据描述—担保”。

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我们选择赎回

我们可以在任何时候或不定期地全部或部分赎回任一系列的票据。

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在2029年9月15日（“2029年票据面值赎回日”）之前，针对2029年票据，以及在2031年12月15日之前，针对2032年票据（“2032年票据面值赎回日”），我们可以在任何时候或不定期地全部或部分赎回票据，赎回价格等于（1）（a）剩余计划本金支付的现值之和

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\n并且按赎回日折现的利息（假设票据在适用的面值赎回日到期）加上适用的溢价，如“票据描述—我们的赎回权”中所述，减去（b）至赎回日累计的利息，以及（2）被赎回票据本金金额的100%，并且在任何情况下，加上至但不包括赎回日的任何累计未付利息。

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自适用的面值赎回日起，我们可以在任何时候和多次赎回票据的全部或部分，赎回价格等于被赎回票据本金金额的100%，加上至但不包括赎回日的任何累计未付利息。

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参见“票据描述—我们的赎回权”。

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在控制权变更触发事件时的回购要约

如果发生控制权变更触发事件，我们将被要求以现金价格回购所有未偿还的票据，价格等于票据总本金金额的101%，加上票据至但不包括回购日的累计未付利息。参见“票据描述—控制权变更要约”。

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某些契约条款

票据的契约将包含限制我们及我们一些子公司创建担保债务的抵押权或参与销售和租赁交易的契约。这些契约受到重要例外和条件的限制。参见“票据描述—某些契约”。

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适用法律

纽约州。

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受托人

纽约梅隆银行。

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资金用途	在扣除承销折扣和发行的一些费用后，我们预计从票据销售中获得约5.945亿美元的净收益。我们打算将本次发行的净收益用于一般公司用途。参见“资金用途”。

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形式和面额

票据将以最低面额2000美元发行，并以超过该金额的1000美元的整数倍发行。

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交易	票据不会在任何证券交易所上市，也不会包含在任何自动报价系统中。票据是目前没有公开市场的新型证券。

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风险因素	投资票据涉及风险。参见页码S-7开始的“风险因素”部分以及其他包含或引用在本招股说明书补充文件和附带招股说明书中的信息，包括我们文件中的“风险因素”部分。

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您应仔细考虑以下风险因素，以及本招股说明书补充文件和附带招股说明书中呈现和引用的其他信息，在评估我们、我们的业务以及对票据的投资时。我们截至2025年11月30日财年的年度报告10-K表中第1A项包含与我们业务相关的风险描述。如果这些风险中的任何一项发展为实际事件，票据的价值或我们的业务、财务状况、经营成果、现金流量、战略或资产可能会受到重大不利影响。

由于票据在结构上次于我们非担保子公司义务，如果在您有权获得偿还时特定子公司未担保票据，您的偿还能力可能会受到不利影响。

我们几乎所有的经营资产都由我们的子公司持有。除非根据“票据描述—担保”部分所述，子公司担保票据，那么该子公司的任何债务或优先股持有人以及其他债权人（包括贸易债权人）将对该子公司的资产拥有优先于票据持有人的索赔权。在票据发行时，根据“票据描述—担保”部分所述，一些但不是所有我们的子公司将担保票据。因此，当票据发行时，它们将在结构上次于我们一些子公司的债务、优先股和其他义务。管理票据的契约不禁止我们的任何子公司承担额外的负债。

截至2026年8月31日，我们的子公司有19.3亿美元的债务，包括17.6亿美元的担保债务。其中15.8亿美元的担保债务是将在票据发行时不会担保票据的子公司的债务。

票据无担保的事实可能会增加我们在破产时无法全额偿还的可能性。

票据不会由我们或我们子公司的任何资产担保。因此，票据在很大程度上将次于我们担保的债务，其程度取决于担保债务所涉及资产的价值。

在我们破产、清算、重组或其他清算的情况下，任何有担保债务的持有人将在您从这些资产的销售中获得任何付款之前，从担保该债务的资产中获得付款。在支付有担保债务后，可能没有足够的资产来支付所有或部分尚未偿还的债券金额。管理债券的契约并未禁止我们或我们的受限子公司（如下文定义）承担额外的负债。管理债券的契约确实限制我们和我们的受限子公司不得以资产作为担保承担债务（并且，在我们其他目前尚未偿还的高级债券的相关契约中，这些债券也是如此），无论是在平等和按比例的基础上，还是在优先的基础上。然而，此限制包含某些例外情况，允许我们和我们的子公司承担许多类型的有担保债务，而无需我们为债券或我们的其他高级债券提供担保。\n\n债券在担保债务的资产价值范围内将被有效次级化。参见“债券描述—某些契约”。

截至2026年8月31日，我们的子公司有17.6亿美元的有担保债务。因此，截至2026年8月31日，我们子公司的有担保债务和非担保子公司的无担保债务总计为18亿美元。

联邦和州的欺诈性转让法律可能会影响债券担保的可执行性，这可能会影响您获得债券付款的能力。

任何时候债券的子公司担保生效，根据欺诈性转让法律，这些担保可能会被现有或未来由担保子公司承担的债务所次级化，或者可能

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资不抵债的衡量标准取决于相关司法管辖区的法律。然而，通常情况下，如果一家公司的债务超过其财产的公允价值，或者其资产的公允可售价值低于其现有债务到期并成为绝对债务时所需支付的金额，该公司将被视为资不抵债。\n

债券的子公司担保包含限制条款，规定了子公司个人的义务金额，即使它们被要求就债券进行支付，也不会使它们资不抵债。这可能在至少一些司法管辖区避免担保因欺诈性转让法律而被次级化。参见“债券描述—担保”。

我们附属公司提供的任何担保都可能受到某些抗辩理由的限制，这些抗辩可能会影响您从担保人处获得付款的权利。

尽管我们许多全资（即直接或间接100%拥有）的附属公司提供的担保在生效时，将为票据持有人提供对这些担保人资产的直接索赔权，但对任何担保人的担保进行执行将受到一般担保人可使用的某些“保证”抗辩的限制。在某些情况下，执行还可能受到担保人可使用的其他抗辩的限制。如果担保不可执行，您将无法成功向担保人主张索赔。参见“票据描述—担保”。

只要我们现有的票据、循环信用协议或某些其他重大债务仍处于未偿状态，此类债务的担保人将被要求为本招股说明书补充文件中提供的票据提供担保。其中一些现有票据将在票据到期前到期。

截至2026年8月31日，我们有约17.4亿美元的未偿高级票据，包括我们的：

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•

5.00% 的2027年到期高级票据

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•

4.75% 的2027年到期高级票据

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•

5.20% 的2030年到期高级票据（统称为“现有票据”）

将与票据处于同一优先级。所有现有票据的到期日均早于2032年票据的到期日，大多数早于2029年票据的到期日。因此，我们必须在这些票据到期前偿还或重新融资这些现有票据。参见“其他债务”。

票据的保证可能被解除。

我们的受限子公司将为票据提供保证的主要原因是，使票据持有人在与Lennar Corporation作为独立实体的其他持有大量无担保高级债务的持有人相比，至少在这些子公司方面拥有同等权利。因此，受限子公司的票据保证仅在其直接或间接为Lennar Corporation作为独立实体向他人提供大量债务担保时有效。目前，我们有十八家住宅建筑子公司正在为我们的主要信贷协议项下的义务提供担保（参见“其他债务”），因此它们正在为现有票据提供担保，并将在票据发行时继续提供担保。

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\n当Lennar Corporation作为独立实体向他人提供大量债务担保时，受限子公司将有效提供票据担保。目前，我们有十八家住宅建筑子公司正在为我们的主要信贷协议项下的义务提供担保（参见“其他债务”），因此它们正在为现有票据提供担保，并将在票据发行时继续提供担保。

根据“票据描述—保证”中所述情况，担保人可能完全被解除其担保票据的义务。

我们可能会承担大量更多债务或采取其他会加剧上述风险的行动。\n

我们及我们的子公司有权在未来产生额外债务，但需受制于任何我们与债务相关的文件中的限制，除票据外，其中一些或全部可能是担保债务。根据票据的契约条款，我们不会受到限制而无法产生额外的无担保债务（我们未经同等和按比例担保票据及我们其他高级票据而产生的担保债务是有限制的），或重新资本化我们的债务，或采取多项其他行动，这些行动可能会影响我们在票据到期时支付的能力。我们信贷设施的协议允许我们产生大量未来的无担保债务。我们在2025财年增加了2亿美元的高级票据，尽管我们在2026年6月赎回了4亿美元的高级票据，但我们仍有大量高级债务未偿还。我们的债务水平使我们面临多种风险，包括：

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我们可能更容易受到资本市场波动、总体不利经济和住宅建筑行业状况的影响；

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由于市场利率的上升，我们在再融资时可能需要支付更高的利率，从而减少我们的收益和现金流；

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我们可能难以获得或无法获得额外融资，以资助我们未来营运资金、资本支出和其他对我们长期利益有利的一般企业需求；

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我们可能需要将大量经营现金流用于支付债务本金和利息，从而减少可用于资助运营和投资的现金流，并减少我们可以返还给股东的金额；

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我们在规划或应对我们业务或所处行业变化方面的灵活性可能减少；

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如果有的话，我们行业中的其他公司可能杠杆率较低，我们可能因此处于竞争劣势；以及

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为了满足债务支付义务，我们可能需要出售债务或股权证券，或出售部分核心资产，可能以不利条件出售。

偿还我们的债务需要大量现金，而我们或我们的子公司可能无法从各自业务中产生足够的现金流来偿还我们的巨额债务。

我们及我们的子公司履行各自债务偿还义务的能力在一定程度上取决于我们及我们的子公司的未来财务表现。未来结果受本招股说明书补充文件和此处引用文件中所述的风险和不确定性的影响。我们的收入和收益随着我们所服务市场的总体经济活动水平而变化。我们的业务也受到金融和政治事件及其他因素的影响，其中许多因素是我们无法控制的。影响我们产生现金流能力的因素也可能影响我们通过出售债务或股权、再融资债务或出售资产来筹集这些资金的能力。利率的变化可能会影响我们的债务偿还义务成本。参见“其他债务”。

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如果发生控制权变更触发事件，您将有权要求我们回购您的票据。然而，有关控制权变更触发事件的规定不会在某些可能对票据产生不利影响的交易中为票据持有人提供保护。例如，由我们发起的杠杆重组、再融资、重组或收购等交易可能不构成要求我们提供回购票据的控制权变更触发事件。此外，控制权变更触发事件不仅要求我们发生某些类型的控制权变更，还要求在该控制权变更后的60天内，三家评级机构对票据的评级下调至投资级别以下。在任何不构成控制权变更触发事件的交易中，票据持有人将无权要求我们回购其票据，尽管这些交易中的每一种都可能增加我们的债务金额，或以其他方式对我们的资本结构或任何信用评级产生不利影响，从而对票据持有人产生不利影响。

目前票据没有公开市场，因此您可能无法出售您的票据。

每一系列票据都是目前没有公开交易市场的新型证券。因此，票据可能相对缺乏流动性，您可能无法出售您的票据。我们无意将票据在任何证券交易所上市，也无意将票据纳入任何自动报价系统。我们已被告知承销商在发行完成后有意在票据上做市。然而，承销商可能随时未经通知停止做市。此外，票据交易市场的流动性以及报价的市场价格可能受到此类证券整体市场变化、我们财务表现或前景的变化，或我们行业公司前景变化的不利影响。因此，我们无法保证票据的活跃交易市场会形成。如果在初始发行后有任何票据交易，它们可能以低于初始发行价格的折扣交易，您可能无法出售您的票据，或只能以大幅折扣出售。票据的未来交易价格将取决于许多因素，包括现行利率、类似证券的市场、一般经济状况以及我们的财务状况、表现和前景。

票据评级的不利变化可能导致其交易价格下跌。

债务评级机构对票据任何一系列所授予的评级并非购买、持有或出售票据的建议，因为这些评级并未涉及市场价格或对特定投资者的适合性，其范围有限，并未涉及与投资票据相关的所有重大风险，而仅反映各评级机构在授予评级时的观点。这些评级基于我们向评级机构提供的当前信息以及评级机构从其他来源获得的信息。有关此类评级重要性的解释可从相关评级机构处获得。不能保证此类信用评级在任何特定时期内有效，也不能保证如果评级机构认为情况需要，此类评级不会被降低、暂停或完全撤销。我们信用评级的实际或预期变化或降级，包括任何宣布我们的评级正在进一步审查以降级的情况，可能会影响票据的市场价值和流动性，并增加我们的企业借款成本。

票据受限制性契约的限制。

信托契约中包含一项契约，限制公司及其子公司在其资产上设立抵押以担保债务或进行售后回租交易的能力。这些限制受许多重要例外情况的约束。管理票据的信托契约中不包含任何财务或运营契约，或对股息支付、债务承担或我们或任何子公司发行或回购证券的限制。信托契约中没有契约或其他条款，以在发生重大变更或其他涉及我们的公司交易时保护票据持有人的利益，除非在“票据描述—控制权变更报价”中所描述的范围。鉴于这些原因，您不应将信托契约中的契约视为在评估是否投资票据时的重要保护措施。

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\n我们或我们的任何子公司进行的回购。信托契约中没有契约或其他条款，以在发生重大变更或其他涉及我们的公司交易时保护票据持有人的利益，除非在“票据描述—控制权变更报价”中所描述的范围。鉴于这些原因，您不应将信托契约中的契约视为在评估是否投资票据时的重要保护措施。

我们可能无法在到期时偿还票据，也可能无法筹集到足够的资金来支付信托契约规定的要求我们进行的控制权变更报价，这将违反现有票据的条款。

在任何一系列票据的最终到期日，或在发生违约事件后加速偿还一系列票据的情况下，该系列票据的全部未偿本金金额将到期并应予支付。有可能我们在到期日、加速偿还时或控制权变更触发事件或其他重大变更发生时，没有足够的资金来支付此类票据和其他债务的必要回购。

在发生控制权变更触发事件时，我们将被要求以现金形式按票据面值的101%购买所有已发行票据，加上截至但不包括回购日期的应计未付利息。每当发生控制权变更触发事件，我们需要向票据持有人发出回购要约时，我们对现有票据和其他具有类似条款的高级票据也有类似的义务，而我们当时可能没有足够的资金以现金形式回购这些票据、现有票据和其他高级票据。此外，我们以现金回购票据、现有票据或其他高级票据的能力可能受到法律或与当时存在的其他债务相关的协议条款的限制。未能进行规定的票据回购将导致票据契约下的违约。契约下的违约，或我们在控制权变更后未能购买现有票据或其他高级票据，也将构成我们已发行的其他债务证券的违约，这种违约或控制权变更本身可能导致我们已产生的其他借款提前到期。如果大量债务的偿还被加速，我们可能没有足够的资金偿还债务并回购票据、现有票据以及任何其他具有类似条款的高级票据。参见“票据描述—控制权变更要约”。

我们及我们子公司债务的工具对我们及我们子公司的业务施加了某些限制，我们及我们子公司遵守相关契约、限制或限制的能力可能对我们的及我们子公司的财务状况或运营灵活性产生不利影响。

我们及我们某些子公司的债务所施加的限制可能限制我们或我们子公司的能力，以计划或应对市场或经济状况或满足资本需求，或以其他方式限制我们的活动或业务计划，从而不利地影响我们或我们子公司融资运营、收购、投资或战略联盟或其他资本需求的能力，或参与对我们有利的其他业务活动。我们债务的协议对我们的及我们担保子公司的能力施加了限制，包括但不限于就某些资产进行销售和租赁交易、承担担保债务、设立抵押权、支付股息和对股权证券进行其他分配或赎回或回购、出售某些资产以及进行合并、合并或出售我们全部或几乎全部的资产。

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除了下文所述的循环信用协议和延迟提款定期贷款协议外，我们其他任何债务（除本招股说明书补充文件中所述或其中引用文件中所述外）均没有限制我们或我们的子公司支付未偿债务或支付股息的能力的条款，也不要求我们维持财务属性。我们所有的现有债券都有类似债券受托协议中的条款，这些条款限制我们或我们的子公司为债务设立抵押权或参与售后回租交易。我们认为，截至2026年8月31日，我们遵守了债务条款。

2024年11月，我们修订并重述了管理我们无担保循环信用额度（“循环信用额度”）的信用协议（“循环信用协议”）。根据循环信用协议，我们可以在循环基础上借款高达35亿美元，其中包括6.25亿美元的可选额度，前提是另有额外承诺。信用额度中26.5亿美元的到期日为2029年11月，其余2.25亿美元的承诺到期日为2027年5月。在2025年第一季度和2025年第三季度，公司分别获得了额外的1.5亿美元和1亿美元承诺，使2029年到期的总承诺从26.5亿美元增加到29亿美元，从而使总承诺增加到31.25亿美元。截至2026年8月31日，根据我们当前的信用评级，信用额度中29亿美元的利率为SOFR加1.10%，信用额度其余部分的利率为SOFR加1.20%。

循环信用协议规定，最多4.775亿美元的承诺可用于信用证。截至2026年8月31日，我们在无担保循环信用额度下的未偿还借款为6.5亿美元。Lennar Corporation在循环信用协议下的义务由基本上与将担保债券以及担保现有债券的子公司相同的子公司提供担保。参见“债券描述—担保”。除了循环信用额度外，公司还与其他金融机构有其他信用证额度。截至2026年8月31日，我们有约29亿美元的履约和财务信用证未偿还。

2025年5月，我们还与一家公司签订了新的无担保可循环定期贷款协议，初始承诺借款额度约为16亿美元（“可循环定期贷款协议”），可通过“扩容功能”增加5亿美元。2025年7月，可循环定期贷款协议下的总承诺额度增加了1亿美元，从而使可借款额度增加至17亿美元。截至2026年8月31日，公司在其新的无担保可循环定期贷款协议项下的未偿还借款为17亿美元（“可循环定期贷款信用协议”）。我们可以在任何时候全额或部分提前偿还贷款，无需支付溢价或罚金。定期贷款的到期日为信用协议初始生效日后的三年，即2028年5月，根据我们的决定，到期日可以再延长一年至2029年5月，但需满足某些条件。截至2026年8月31日，根据我们当前的信用评级，贷款利率为SOFR加1.10%。

Lennar Corporation在循环信用协议和可循环定期贷款信用协议下的义务由基本上相同的子公司提供担保，这些子公司也将为债券提供担保，并且这些子公司已经为现有债券提供了担保。参见“债券描述—担保”。

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以下是对债券和契约补充条款的材料条款的描述，它将补充并取代附带的招股说明书中的债务证券一般条款和规定的描述。如果存在不一致之处，将取代该描述。我们将根据1997年12月31日签署的“基础契约”（“Base Indenture”）发行债券，并通过一份第十六份补充契约，该契约将于2026年10月15日签署（“第十六份补充契约”）以及一份第十七份补充契约，该契约将于2026年10月15日签署（“第十七份补充契约”，与第十六份补充契约和基础契约一起，称为“契约”）进行补充和修改，该契约由我们、子公司担保人和纽约银行摩根大通作为继任受托人（“受托人”）签署。我们已将基础契约提交给证券交易委员会。契约受1939年修订的《信托契约法》（“TIA”）的约束和管辖。在购买任何债券之前，您应阅读契约以获取更多信息，因为契约将定义每个债券持有人的权利，而不是本描述。您可以在本招股说明书附录“您可以在何处找到更多信息”部分中显示的地址索取契约副本。本节中使用但未定义的首字母缩写词在契约中有其指定的含义。就本债券描述而言，“我们”、“我们”或“我们”指的是Lennar Corporation，不包括我们的子公司，除非在以合并基础确定的财务数据引用中。

一般

这些债券将是我们直接的、无担保的债务，其偿付优先级将与我们任何时候存在的所有其他无担保和无优先级的债务相等。这些债券将以2000美元本金金额及超过该金额的1000美元整数倍的面额发行，并可在纽约州纽约市的受托人办公室或代理处无需支付手续费的情况下进行偿付，并可提交过户和兑换。

The 2029 Notes and the 2032 Notes are initially limited in aggregate principal amount to $300 million and $300 million, respectively, but we\nmay, without notice to or the consent of the holders, “reopen” one or both series of Notes and issue additional Notes of such series at any time on the same terms and conditions (other than the date of issuance and the public offering\nprice and, under certain circumstances, the date from which interest thereon will begin to accrue and the initial interest payment date) and with the same CUSIP numbers as the corresponding series of Notes offered by this prospectus supplement\n(assuming such additional Notes are fungible with the previously issued Notes for U.S. federal income tax purposes). Each series of Notes and any such additional Notes of such series subsequently issued under the Indenture will be treated as a\nsingle class for all purposes under the Indenture, including, without limitation, for purposes of voting, waivers, amendments and redemptions.

The 2029 Notes will mature on October 15, 2029, and interest on the 2029 Notes will accrue at 5.700% per annum. The 2032 Notes will mature on\nJanuary 15, 2032, and interest on the 2032 Notes will accrue at 5.950% per annum. Interest on the 2029 Notes will be payable semi-annually on April 15 and October 15 of each year, commencing on April 15, 2027 and interest on the 2032 Notes will be\npayable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2027 (short first coupon) (each, an “interest payment date”) and will be computed on the basis of a 360-day\nyear comprised of twelve 30-day months. Interest on the Notes will also be payable on the applicable maturity date and on any earlier redemption date with respect to such series.

Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and\nincluding the date of issuance. We will pay interest to the persons in whose names the Notes are registered at the close of business on the business day immediately preceding the interest payment date, so long as the Notes remain in book-entry only\nform, or on April 1 and October 1 with respect to the 2029 Notes or January 1 and July 1 with respect to the 2032 Notes, as applicable, before the interest payment date, if the Notes do not remain in book-entry only form; provided that the interest\npayable at the maturity date or on a redemption date will be paid to the person to whom principal is payable. There is no sinking fund applicable to the Notes.

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If any interest payment date, maturity date or redemption date is not a Business Day, then\nthe payment due on such date will be made on the next Business Day as if made on the date that the payment was due, and no interest will accrue on that payment for the period from the original payment date to the date of that payment on the next\nBusiness Day. “Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday which is not a legal holiday in New York, New York.

In connection with the Notes, we have not agreed to any financial covenants or any restrictions on the payment of dividends or the issuance or\nrepurchase of our securities. We also have not agreed to any covenants or other provisions to protect holders of the Notes in the event of a highly leveraged transaction.

Redemption at Our Option

We may redeem\neither series of Notes in whole or in part at any time or from time to time at the applicable redemption prices described below.

Prior to\nSeptember 15, 2029, with respect to the 2029 Notes (the “2029 Notes Par Call Date”), and prior to December 15, 2031, with respect to the 2032 Notes (the “2032 Notes Par Call Date”), we may redeem the Notes at our option, in\nwhole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to\nthe redemption date (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at\nthe Treasury Rate plus 15 basis points, with respect to the 2029 Notes, and at the Treasury Rate plus 15 basis points, with respect to the 2032 Notes, less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, any accrued and unpaid interest\nthereon to, but excluding, the redemption date.

On or after the applicable Par Call Date, we may redeem the Notes, in whole or in part,\nat any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus any accrued and unpaid interest thereon to, but excluding, the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by us in accordance with the following two\nparagraphs.

The Treasury Rate shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S.\ngovernment securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day\nin the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under\nthe caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, we shall select, as applicable: (1) the\nyield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly\nequal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the\nRemaining Life – and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury\nconstant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or\nmaturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

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If on the third business day preceding the redemption date H.15 TCM is no longer published,\nwe shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury\nsecurity maturing on, or with a maturity that is closest to, the applicable Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury\nsecurities with a maturity date equally distant from such Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, we shall select the United States Treasury security with a\nmaturity date preceding such Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall\nselect from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New\nYork City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices\n(expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Our actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. We\nwill notify the Trustee of the redemption price promptly after the calculation thereof and the Trustee shall have no duty to determine, or verify the calculation of, the redemption price.

Notice of any redemption will be delivered or electronically delivered (or otherwise transmitted in accordance with the depositary’s\nprocedures) at least 10 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed, with a copy to the Trustee.

In the case of a partial redemption of either series of Notes, selection of certificated Notes for redemption will be made by lot. No Notes of\na principal amount of $2,000 or less will be redeemed in part. If any certificated Note is to be redeemed in part only, the notice of redemption that relates to such Note will state the portion of the principal amount of the Note to be redeemed. A\nnew certificated Note in a principal amount equal to the unredeemed portion of such Note will be issued in the name of the holder of such Note upon surrender for cancellation of the original certificated note. For so long as the Notes are held by\nDTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of DTC (or such other depositary).

Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or any\nportions thereof called for redemption.

Notice of any redemption of Notes in connection with a transaction or an event may, at our\ndiscretion, be given prior to the completion or the occurrence thereof. Any redemption or notice may, at our discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction\nor event. At our discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall\nnot have been satisfied by the redemption date, or by the redemption date as so delayed. We will provide written notice to the Trustee as soon as practicable but in any event no later than two days prior to the redemption date if any such redemption\nhas been rescinded or delayed, and upon receipt and at our request the Trustee will provide such notice to each holder of the Notes to be redeemed in the same manner in which the notice of redemption was given.

The Guarantees

The guarantor\nSubsidiaries are all 100% owned by us. Each guarantor Subsidiary will, in the circumstances described below (but only in those circumstances), unconditionally guarantee, jointly and severally with the other\n

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\nSubsidiaries that are guaranteeing the Notes, all of our obligations under the Notes and the Indenture, including our obligations to pay principal, premium, if any, and interest with respect to\nthe Notes. The guarantees will be general unsecured obligations of the guarantors and will rank pari passu with all existing and future unsecured indebtedness of the guarantors that is not, by its terms, expressly subordinated in right of\npayment to the guarantees or to other senior indebtedness of the guarantors. The obligations of each guarantor will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such guarantor and after\ngiving effect to any collections from or payments made by or on behalf of any other guarantor in respect of the obligations of such other guarantor under its guarantee or pursuant to its contribution obligations under the Indenture, will result in\nthe obligations of such guarantor under its guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each guarantor that makes a payment or distribution under a guarantee will be entitled to a\ncontribution from each other guarantor in an amount pro rata, based on the net assets of each guarantor, determined in accordance with United States generally accepted accounting principles, or GAAP. While any of our wholly-owned (i.e.,\ndirectly or indirectly 100% owned) Subsidiaries is guaranteeing the Notes, its guarantee will be full and unconditional, and joint and several with the guarantees of all our other wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries\nthat are guaranteeing the Notes, subject to limitations intended to prevent the guarantees from constituting fraudulent conveyances or fraudulent transfers under federal or state law.

The Indenture will require that, except as described below, each of our existing and future wholly-owned (i.e., directly or indirectly 100%\nowned) Subsidiaries guarantee the Notes if that Subsidiary guarantees any Credit Facilities or any Capital Markets Indebtedness of us (i.e. Lennar Corporation) or guarantees the obligations of any Subsidiary as a guarantor of our (i.e., Lennar\nCorporation’s) Credit Facilities or Capital Markets Indebtedness, in each case, individually in an aggregate principal amount in excess of $100 million (each such Subsidiary, a “guarantor”). At the date of this prospectus\nsupplement, all of our wholly-owned Subsidiaries (other than our Subsidiaries that (1) engage in the mortgage banking business, (2) own, finance, manage or service real estate assets, (3) engage in the development, investment and\nmanagement of commercial or mixed use properties, (4) engage in the development, investment and management of multi-family rental properties, (5) engage in the installation, development, ownership, servicing, sale or lease of solar power\nsystems or sale of solar power, (6) are prohibited from delivering a guarantee by law, rule, regulation or an agreement, or (7) individually have a net worth of less than $100 million and collectively have an aggregate net worth of\nnot more than $500 million) guarantee our obligations under the Revolving Credit Agreement (see “Other Indebtedness”). Accordingly, all of the Subsidiaries that guarantee our obligations under the Revolving Credit Agreement or Delayed\nDraw Term Loan Credit Agreement will guarantee the Notes as of the Issue Date (as defined below). Pursuant to the terms of the indentures governing each of the Existing Notes, the guarantee of any Subsidiary that provided a guarantee of such\nExisting Notes is automatically suspended, and such Subsidiary does not constitute a guarantor and does not have any obligations with regard to such Existing Notes, during any period for which such Subsidiary guarantees less than $75 million of\nour obligations and any Subsidiary’s obligations as a guarantor of our obligations (without duplication) other than the Existing Notes. As of the Issue Date, none of the Subsidiaries that do not guarantee the Revolving Credit Agreement or\nDelayed Draw Term Loan Credit Agreement guarantee $75 million or more of such other Indebtedness. Therefore, as of the Issue Date, only those Subsidiaries that guarantee the Revolving Credit Agreement or Delayed Draw Term Loan Credit Agreement\nguarantee the Existing Notes and will guarantee the Notes.

If any guarantor is released from its guarantee under or otherwise no longer\nguarantees any Credit Facility (to the extent such guarantor guarantees any Credit Facility) or any Capital Markets Indebtedness which resulted in the obligation to provide such guarantee, that guarantor will automatically be released from its\nobligations as a guarantor under the Indenture, and from and after the date of that release, that guarantor will cease to constitute a guarantor of the Notes and will not be a Restricted Subsidiary.

The Indenture will provide that if all or substantially all of the assets of any guarantor or all of the capital stock of any guarantor is\nsold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by us or any of our Subsidiaries (other than in each case to us

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\nor an affiliate of ours or any of our Subsidiaries), then that guarantor or the Person acquiring those assets (in the event of a sale or other disposition of all or substantially all of the\nassets of the guarantor) will be deemed automatically and unconditionally released and discharged from all of its obligations under the Indenture without any further action on the part of the Trustee or any holder of the Notes.

Change of Control Offer

If a Change of\nControl Triggering Event occurs with respect to a series of Notes, unless we have exercised our option to redeem such Notes by notifying the noteholders to that effect as described above, we will be required to make an offer (a “Change of\nControl Offer”) to each holder of Notes of such series to repurchase all or any part of that holder’s Notes on the terms set forth in the Notes. In a Change of Control Offer, we will be required to offer payment in cash equal to 101% of\nthe aggregate principal amount of the Notes of such repurchased, plus any accrued and unpaid interest on the Notes that are repurchased to, but excluding, the repurchase date (a “Change of Control Payment”). Within 30 days following any\nChange of Control Triggering Event or, at our option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be sent to holders of such Notes,\ndescribing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days\nafter the date that notice is sent, other than as may be required by law (a “Change of Control Payment Date”). The notice will, if sent prior to the date of consummation of the Change of Control, state that the Change of Control Offer is\nconditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.

On each\nChange of Control Payment Date, we will, to the extent lawful:

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accept for payment all Notes of such series or portions of such Notes properly tendered in response to the Change\nof Control Offer;

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deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes of such\nseries or portions of such Notes properly tendered; and

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deliver or cause to be delivered to the Trustee such Notes properly accepted together with an Officers’\nCertificate stating the aggregate principal amount of such Notes or portions of such Notes being repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Offer and to the repurchase by us of such Notes\npursuant to the Change of Control Offer have been complied with.

We will not be required to make a Change of Control\nOffer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and the third party purchases all Notes of\nsuch series properly tendered in response to its offer and not withdrawn.

To the extent that we are required to offer to repurchase the\nNotes upon the occurrence of a Change of Control Triggering Event, we will have a similar obligation with regard to the Existing Notes. We may not have sufficient funds to repurchase the Notes and the Existing Notes for cash at that time. In\naddition, our ability to repurchase the Notes or the Existing Notes for cash may be limited by law or the terms of other agreements relating to our indebtedness that is outstanding at the time. The failure to make a required repurchase of the Notes\nor the Existing Notes would result in a Default under the Notes.

We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations under it to the extent those laws and regulations are applicable in\nconnection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the

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\nChange of Control Offer provisions of the Notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control\nOffer provisions of the Notes by virtue of any such conflict.

For purposes of the Change of Control Offer provisions of the Notes, the\nfollowing terms will be applicable: “Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation),\nin one or a series of related transactions, of all or substantially all of our assets and the assets of our subsidiaries, taken as a whole, to any person, other than to us or one of our subsidiaries; (2) the consummation of any transaction\n(including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5\nunder the Exchange Act), directly or indirectly, of more than 50% of our outstanding Voting Stock or other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of\nshares; or (3) we consolidate with, or merge with or into, any person, or any person consolidates with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding Voting Stock or the Voting Stock of\nsuch other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of our Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or\nexchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction.

Notwithstanding the foregoing, a transaction (or series of related transactions) will not be deemed to involve a Change of Control under\nclause (2) above if, either:

(i) (A) we become a direct or indirect wholly-owned subsidiary of a holding\ncompany and (B)(1) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (2) the\nshares of our Voting Stock outstanding immediately prior to such transaction are converted into or exchanged for, a majority of the Voting Stock of such holding company immediately after giving effect to such transaction; or

(ii) (A) Stuart Miller, together with members of his immediate family, directly or indirectly, becomes the beneficial\nowner of more than 50%, but less than 66 2/3%, of our outstanding Voting Stock (measured by voting power rather than number of shares) and (B) immediately after such transaction or transactions, our Class A common stock is listed for\ntrading on the New York Stock Exchange or The NASDAQ Global Market.

The term “person,” as used in this definition, has the\nmeaning given to it in Section 13(d)(3) of the Exchange Act.

The definition of “change of control” includes a phrase\nrelating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our assets and the assets of our subsidiaries, taken as a whole. Although there is a body of case law interpreting\nthe phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require us to repurchase its Notes as a result of a sale, lease, transfer,\nconveyance or other disposition of less than all of our assets and the assets of our subsidiaries, taken as a whole, to another person or group may be uncertain.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Fitch” means Fitch Inc. and its successors.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating\nAgencies selected by us.

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“Moody’s” means Moody’s Investors Service, Inc. and its successors.\n

“Rating Agencies” means (1) Moody’s, S&P and Fitch; and (2) if any of Moody’s, S&P or Fitch\nceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons beyond our control, a “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange\nAct that is selected by us (as certified by a resolution of our Board of Directors) as a replacement agency for Moody’s, S&P or Fitch, or all of them, as the case may be.

“Rating Event” means the rating on the Notes of such series is lowered independently by each of the Rating Agencies and the Notes\nare rated below an Investment Grade Rating independently by each of the Rating Agencies, in any case on any day during the period (which period will be extended so long as the rating of such Notes is under publicly announced consideration for a\npossible downgrade by any of the Rating Agencies) commencing the earlier of (i) the first public notice of the occurrence of a Change of Control or (ii) the first public notice of our intention to effect a Change of Control, and ending 60\ndays following consummation of such Change of Control; provided that a Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus\nshall not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or\ninform the Trustee in writing at our request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the\napplicable Change of Control shall have occurred at the time of the Rating Event).

“S&P” means Standard &\nPoor’s Rating Services, a Standard & Poor’s Financial Services LLC business, and its successors.

“Voting\nStock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of that person that is at the time entitled to vote generally in the\nelection of the board of directors of that person.

Certain Covenants

Limitation on Liens. We will not, nor will we permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any\nLien that secures obligations under any Indebtedness upon any of our or its properties or assets, whether owned on the date of original issuance of the Notes (“Issue Date”) or thereafter acquired, unless:

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if such Lien secures Indebtedness ranking equal in right of payment with the Notes, then the Notes are secured by\na Lien on the same properties or assets on an equal and ratable basis with the obligation so secured until such time as such obligation is no longer secured by a Lien;

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if such Lien secures Indebtedness which is subordinated to the Notes, then the Notes are secured by a Lien on the\nsame properties or assets and the Lien securing such Indebtedness is subordinated to the Lien granted to the holders of the Notes to the same extent as such Indebtedness is subordinated to the Notes; or

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such Lien is a Permitted Lien (as defined below).

The following Liens are “Permitted Liens”:

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Liens on property of a Person existing at the time such Person is merged into or consolidated with or otherwise\nacquired by us or any Restricted Subsidiary, provided that such Liens were in existence prior to, and were not created in contemplation of, such merger, consolidation or acquisition and do not extend to any assets other than those of the Person\nmerged into or consolidated with us or any Restricted Subsidiary;

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Liens on property existing at the time of acquisition thereof by us or any Restricted Subsidiary; provided that\nsuch Liens were in existence prior to, and were not created in contemplation of, such acquisition and do not extend to any assets other than the property acquired;

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Liens imposed by law such as carriers’, warehouseman’s or mechanics’ Liens, and other Liens to\nsecure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

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Liens incurred in connection with pollution control, industrial revenue, water, sewage or any similar bonds;\n

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Liens securing Indebtedness representing, or incurred to finance, the cost of acquiring, constructing or\nimproving any assets, provided that the principal amount of such Indebtedness does not exceed 100% of such cost, including construction charges; Liens on model homes, homes held for sale, homes that are under construction or under contract for sale,\ncontracts for the sale of homes, land (improved or unimproved), contracts for the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and\nequipment located at or on any of the foregoing or leasehold or other interests in any of the foregoing;

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Liens securing community development district bonds or similar bonds issued by any governmental authority to\naccomplish similar purposes;

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Liens securing Indebtedness (A) between a Restricted Subsidiary and us, or (B) between Restricted\nSubsidiaries;

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Liens on assets and properties of joint ventures or limited partnerships that are not our wholly-owned\nSubsidiaries or any of the guarantors;

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Liens incurred in the ordinary course of business to secure performance of obligations with respect to statutory\nor regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a like nature, in each case which are not incurred in connection\nwith the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property and which do not in the aggregate impair in any material respect the use of property in the operation of our business taken as\na whole;

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pledges or deposits under workmen’s compensation laws, unemployment insurance laws or similar legislation,\nor good faith deposits in connection with bids, tenders, contracts (other than for the payment of indebtedness) or leases to which we or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of us or of any\nRestricted Subsidiary or deposits for the payment of rent, in each case incurred in the ordinary course of business;

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Liens granted to any bank or other institution on the payments to be made to such institution by us or any\nSubsidiary pursuant to any interest rate swap or similar agreement or foreign currency hedge, exchange or similar agreement designed to provide protection against fluctuations in interest rates and currency exchange rates, respectively, provided\nthat such agreements are entered into in, or are incidental to, the ordinary course of business;

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Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights\nof set off or similar rights and remedies;

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Liens arising from the Uniform Commercial Code financing statements regarding leases;

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Liens securing Indebtedness incurred to finance the acquisition, construction, improvement, development or\nexpansion of a property which are given within 180 days of the acquisition, construction, improvement, development or expansion of such property and which are limited to such property;

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Liens incurred in connection with Non-Recourse Indebtedness;\n

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Liens existing on the Issue Date;

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Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being\ncontested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;\n

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Liens securing refinancing Indebtedness; provided that any such Lien does not extend to or cover any property or\nassets other than the property or assets securing Indebtedness so refunded, refinanced or extended;

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easements, rights-of-way and\nother similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not\nmaterial in amount, and which do not in any case materially detract from our properties that are subject thereto; and

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any extensions, substitutions, modifications, replacements or renewals of the Permitted Liens described above.\n

Notwithstanding the foregoing, we may, and any Restricted Subsidiary may, create, assume, incur or suffer to exist any\nLien upon any of our properties or assets without equally and ratably securing the Notes if the aggregate amount of all Indebtedness then outstanding secured by such Lien and all other Liens which are not Permitted Liens, together with the aggregate\nnet sales proceeds from all Sale-Leaseback Transactions which are not Permitted Sale-Leaseback Transactions (as defined below), does not exceed 20% of Consolidated Net Tangible Assets.

Sale and Leaseback Transactions. We will not, nor will we permit any Restricted Subsidiary to, enter into any Sale-Leaseback\nTransaction, except for any of the following “Permitted Sale-Leaseback Transactions”:

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a Sale-Leaseback Transaction involving the leasing by us or any Restricted Subsidiary of model homes in our\ncommunities, homes held for sale, homes that are under construction or under contract for sale, land (improved or unimproved), project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office\nbuildings;

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a Sale-Leaseback Transaction relating to a property which occurs within 180 days from the date of acquisition of\nsuch property by us or a Restricted Subsidiary or the date of the completion of construction or commencement of full operations on such property, whichever is later;

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a Sale-Leaseback Transaction where we, within 365 days after such Sale-Leaseback Transaction, apply or cause to\nbe applied to (a) the retirement of our or any Restricted Subsidiary’s Funded Debt (other than our Funded Debt which by its terms or the terms of the instrument pursuant to which it was issued is subordinate in right of payment to the\nNotes) or (b) the purchase by us or any Restricted Subsidiary of property substantially similar to the property sold or transferred, in each case, proceeds of the sale of such property, but only to the extent of the amount of proceeds so\napplied;

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a Sale-Leaseback Transaction where we or our Restricted Subsidiaries would, on the effective date of the relevant\nsale or transfer, be entitled, pursuant to the Indenture, to issue, assume or guarantee Indebtedness secured by a Lien upon the relevant property at least equal in amount to the then present value (discounted at the actual rate of interest of the\nSale-Leaseback Transaction) of the obligation for the net rental payments in respect of such Sale-Leaseback Transaction without equally and ratably securing the Notes;

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a Sale-Leaseback Transaction (A) between us and a Restricted Subsidiary or (B) between Restricted\nSubsidiaries, so long as the lessor is us or a Restricted Subsidiary; or

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a Sale-Leaseback Transaction which has a lease of no more than three years in length.

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Notwithstanding the foregoing provisions, we may, and may permit any Restricted Subsidiary\nto, effect any Sale-Leaseback Transaction involving any real or tangible personal property which is not a Permitted Sale- Leaseback Transaction, provided that the aggregate net sales proceeds from all Sale-Leaseback Transactions which are not\nPermitted Sale-Leaseback Transactions, together with all Indebtedness secured by Liens which are not Permitted Liens, does not exceed 20% of Consolidated Net Tangible Assets.

Mergers and Consolidations. We may not consolidate with or merge into, or sell or lease our assets substantially as an entirety\nto, a Person unless:

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the resulting corporation or the person which acquires or leases our assets (if not us) is a corporation\norganized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and such corporation (if not us) expressly assumes all our obligations under the Notes and all the covenants in the Indenture; and\n

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immediately after the transaction, no Event of Default or event which, after notice or lapse of time or both,\nwould be an Event of Default, will have occurred and continue.

Compliance Certificate

We must deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate as to the signer’s\nknowledge of our compliance with all conditions and our covenants in the Indenture. The Officers’ Certificate also must state whether or not the signer knows of any Default or Event of Default that occurred during the preceding fiscal year. If\nthe signer knows of such a Default or Event of Default, the Officers’ Certificate must describe the Default or Event of Default and the efforts to remedy it. For the purposes of this provision of the Indenture, compliance is determined without\nregard to any grace period or requirement of notice under the Indenture.

Events of Default; Notice and Waiver

The following will constitute “Events of Default” under the Indenture, subject to any additional limitations and qualifications\nincluded in the Indenture:

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our failure to pay any interest on the Notes continuing for 30 days after it was due;

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our failure to pay any principal or redemption price or repurchase price of the Notes when it is due;\n

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our failure or the failure of any guarantor to fulfill an obligation to pay Indebtedness for borrowed money\nexisting under any mortgage, indenture or instrument (other than any Non-Recourse Indebtedness incurred by us or any guarantor), which such failure shall have resulted in the acceleration of, or be a failure\nto pay at final maturity, Indebtedness aggregating more than $150 million, and where such acceleration does not cease to exist, or such Indebtedness is not satisfied, in either case, within 30 days after such acceleration;\n

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our failure to perform any other covenant or warranty in the Indenture, continuing for 60 days after written\nnotice as provided in the Indenture; and

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certain events of bankruptcy, insolvency or reorganization with respect to (i) us or (ii) any\nSignificant Subsidiary.

If an Event of Default (other than certain events of bankruptcy, insolvency or reorganization\nwith respect to us or any Significant Subsidiary) has occurred and is continuing, the Trustee or the holders of not less than 25% in principal amount of the Notes then outstanding may declare the principal amount of the Notes then outstanding and\ninterest, if any, accrued thereon to be due and payable immediately. However, if we cure all Defaults (except the nonpayment of the principal and interest due on any of the Notes that have become due by acceleration) and certain other conditions in\nthe Indenture are met, with certain exceptions, such declaration may

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\nbe annulled and past Defaults may be waived by the holders of a majority of the principal amount of the Notes then outstanding as described below. In the case of certain events of bankruptcy,\ninsolvency or reorganization with respect to us or any Significant Subsidiary, the principal amount of the Notes will automatically become and be immediately due and payable.

Within 90 days after a Trust Officer (as defined in the Indenture) has knowledge of the occurrence of a payment Default or written notice of\nany Event of Default, the Trustee must send to all holders notice of all Defaults or Events of Default known to a Trust Officer, unless such Default or Event of Default is cured or waived before the giving of such notice. However, except in the case\nof a payment Default on any of the Notes, the Trustee will be protected in withholding such notice if and so long as a trust committee of officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the\nholders; and provided, further, in the case of any Default with respect to a failure by us or any Restricted Subsidiary to fulfill an obligation to pay Indebtedness for borrowed money, no such notice to holders shall be given until the end of the 30-day grace period referred to above.

The holders of a majority in principal amount of outstanding\nNotes will have the right to direct the time, method and place of any proceedings for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee, subject to certain limitations specified in the Indenture.

The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly\nprejudicial to the rights of any other holder of the Notes or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole\ndiscretion against all losses and expenses caused by taking or not taking such action.

The holders of a majority in principal amount of\noutstanding Notes may waive any past Defaults under the Indenture, except a Default relating to the non-payment of principal or interest, a Default arising from our failure to redeem or repurchase any Notes\nwhen required pursuant to the terms of the Indenture or a Default in respect of any covenant that cannot be amended without the consent of each holder affected thereby.

Subject to the provisions of the Indenture relating to the duties of the Trustee, if an Event of Default occurs and is continuing, the Trustee\nwill be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any\nloss, liability or expense. No holder of the Notes may pursue any remedy under the Indenture or the Notes, except in the case of a Default due to the non-payment of principal or interest on the Notes, unless:\n

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the holder has given the Trustee written notice of a Default;

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the holders of at least a majority in principal amount of outstanding Notes make a written request to the Trustee\nto pursue the remedy;

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the Trustee does not receive an inconsistent direction from the holders of a majority in principal amount of\noutstanding Notes; and

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the Trustee fails to comply with the request within 60 days after receipt of the request and offer of indemnity.\n

To the extent any holder or holders request the Trustee to take any action, the holder or holders are required to offer\nto the Trustee indemnity or security reasonably satisfactory to it against any costs, liability or expense of the Trustee.

The Indenture\nwill require us (i) every year to deliver to the Trustee a statement as to performance of our obligations under the Indenture and as to any Default, and (ii) to deliver to the Trustee prompt notice of any Default.

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The Indenture will provide that if an Event of Default has occurred and is continuing, the\nTrustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs.

Payments of the redemption price, the Change of Control repurchase price, or principal and interest that are not made when due will accrue\ninterest per annum at the then-applicable interest rate plus one percent from the required payment date.

Modifications of the Indenture

With the consent of the holders of not less than a majority in principal amount of the Notes of any series at the time outstanding, we and the\nTrustee may modify the Indenture or the rights of the holders of the Notes of such series. However, without the consent of each holder of Notes of the applicable series that is affected, we cannot, among other actions:

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extend the stated maturity of any Note;

\n\n\n\n\n

•

reduce the rate or extend the time for the payment of interest on any Note;

\n\n\n\n\n

•

reduce the principal amount of any Note or the redemption price, or change the time at which or the circumstances\nunder which the Notes may or must be redeemed;

\n\n\n\n\n

•

impair the right of a holder to receive payment of principal of or interest on such holder’s Notes on or\nafter the due dates of such Notes or to institute suit for the payment of any Note;

\n\n\n\n\n

•

change the currency in which the Notes are payable; or

\n\n\n\n\n

•

release any guarantor except as provided in the Indenture and described under “The Guarantees.”\n

In addition, without the consent of the holders of all of the Notes of any series then outstanding, we cannot reduce\nthe percentage of Notes of such series the holders of which are required to consent to any such amendment or to waive a Default or Event of Default as described under “Events of Default; Notice and Waiver.”

We and the Trustee may modify the Indenture without notice to or the consent of any holder in order to make certain minor changes that do not\nadversely affect the holders of the Notes and to conform the text of the Indenture or the Notes (or any guarantee of the Notes) to any corresponding provisions of the “Description of Debt Securities” or “Description of Notes”\nor similar provisions in any prospectus filed in respect of the Notes (including any prospectus supplement).

Notices

Except as otherwise provided in this “Description of Notes” or the Indenture, notices to holders of the Notes will be given by mail\nto the addresses of holders of the Notes as they appear in the Notes register; provided that notices given to holders holding Notes in book-entry form may be given through the facilities of DTC or any successor depositary.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator, stockholder or partner of Lennar Corporation, or any successor or any subsidiary of the\nforegoing, as such, will have any liability for any obligations of Lennar Corporation or any Subsidiary under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of\nNotes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Unclaimed Money

If money deposited with the Trustee or a Paying Agent for the payment of principal of, or premium, if any, or accrued and unpaid interest on,\nthe Notes remains unclaimed for two years, the Trustee and Paying Agent will pay the money back to us upon our written request. However, the Trustee and Paying Agent have the right to withhold paying the money back to us until they publish, at our\nexpense, in a newspaper of general circulation in the City of New York, or mail to each registered holder, a notice stating that the money will be paid back to us if unclaimed after a date no less than 30 days from the publication or mailing. After\nthe Trustee or Paying Agent pays the money back to us, holders of Notes entitled to the money must look to us for payment as general creditors, subject to applicable law, and all liability of the Trustee and the Paying Agent with respect to the\nmoney will cease.

Governing Law

The\nNotes and the Indenture, and any claim, controversy or dispute arising under or related to the Indenture or the Notes, will be governed by, and construed in accordance with, the laws of the State of New York (without regard to the conflicts of laws\nprovisions thereof).

Form, Denomination, Exchange, Registration and Transfer

The Notes will be issued:

\n\n\n\n\n

•

in fully registered form;

\n\n\n\n\n

•

without interest coupons; and

\n\n\n\n\n

•

in denominations of $2,000 principal amount and integral multiples of $1,000 in excess of that amount.\n

If there are certificated Notes, holders may present certificated Notes for registration of transfer and exchange at\nthe office maintained by us for such purpose, which will initially be an office or agency of the Trustee.

Global Notes

The Notes will be issued in the form of one or more global notes that will be deposited with the Trustee as custodian for DTC. Holders will\nreceive interests in the global notes. Interests in the global notes will be issued only in denominations of $2,000 principal amount or integral multiples of $1,000 in excess of that amount.

Unless and until it is exchanged in whole or in part for securities in definitive form, a global note may not be transferred except as a whole\nto a nominee of DTC for such global note, or by a nominee of DTC to DTC or another nominee of DTC, or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary.

Payment and Paying Agent

We will\nmaintain an office or agent in the United States where we will pay the principal on the Notes, and a holder may present Notes for registration of transfer or exchange for other denominations, which shall initially be an office or agency of the\nTrustee.

Payments on the Notes represented by the global notes will be made to DTC, or its nominee, as the case may be, as the registered\nowner of the global notes, in immediately available funds.

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Book-Entry, Delivery and Settlement

We will issue the Notes of each series in the form of one or more permanent global notes in definitive, fully registered, book-entry form. The\nglobal notes will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

DTC has informed us that DTC is:

\n\n\n\n\n

•

a limited-purpose trust company organized under the New York Banking Law;

\n\n\n\n\n

•

a “banking organization” within the meaning of the New York Banking Law;

\n\n\n\n\n

•

a member of the Federal Reserve System;

\n\n\n\n\n

•

a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and\n

\n\n\n\n\n

•

a “clearing agency” registered under Section 17A of the Exchange Act.

DTC holds securities for its participating organizations that its participants (collectively, the “participants”) deposit with DTC\nand facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities, through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need\nfor physical movement of securities certificates. Direct participants include securities brokers and dealers, trust companies, clearing corporations and other organizations. DTC is owned by a number of its direct participants and by the NYSE and the\nFinancial Industry Regulatory Authority, Inc. Access to the DTC system is also available to others, such as securities brokers and dealers, banks and trust companies (collectively, the “indirect participants”) that clear through or\nmaintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.

Persons who are not participants may beneficially own securities held by or on behalf of DTC only through DTC’s participants or\nDTC’s indirect participants. We are providing the following descriptions of the operations and procedures of DTC to the holders solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are\nsubject to change by DTC from time to time. None of us, the underwriters or the Trustee takes any responsibility for these operations or procedures, and each holder is urged to contact DTC or its participants directly to discuss these matters.

We expect that under procedures established by DTC:

\n\n\n\n\n

•

Upon deposit of the global notes with DTC or its custodian, DTC will credit on its internal system the accounts\nof direct participants designated by the underwriters with portions of the principal amounts of the global notes.

\n\n\n\n\n

•

Ownership of the Notes will be shown on, and the transfer of ownership thereof will be effected only through,\nrecords maintained by DTC or its nominee, with respect to interests of direct participants, and the records of direct and indirect participants, with respect to interests of persons other than participants.

\n\n\n\n\n

•

Payments by participants to owners of beneficial interests in the global note held through such participants will\nbe governed by standing instructions and customary practice as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. The participants will be responsible for those payments.\nTransfers between participants in DTC will be effected in accordance with DTC’s rules and will be settled in immediately available funds.

The laws of some jurisdictions require that purchasers of securities take physical delivery of those securities in definitive form.\nAccordingly, the ability to transfer interests in the Notes represented by a global note to those persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on\n

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\nbehalf of persons who hold interests through participants, the ability of a person having an interest in Notes represented by a global note to pledge or transfer those interests to persons or\nentities that do not participate in DTC’s system, or otherwise to take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.

As long as the Notes are represented by one or more global notes, DTC’s nominee will be the holder of the Notes and therefore will be\nthe only entity that can exercise a right to repayment, repurchase or conversion of the Notes. Notice by participants or indirect participants or by owners of beneficial interests in a global note held through such participants or indirect\nparticipants of the exercise of the option to require purchase of beneficial interests in Notes represented by a global note must be transmitted to DTC in accordance with its procedures on a form required by DTC and provided to participants. In\norder to ensure that DTC’s nominee will timely exercise a right to purchase with respect to a particular note, the beneficial owner of such note must instruct the broker or the participant or indirect participant through which it holds an\ninterest in such note to notify DTC of its desire to exercise a right to purchase. Different firms have different cut-off times for accepting instructions from their customers and, accordingly, each beneficial\nowner should consult the broker or other participant or indirect participant through which it holds an interest in a note in order to ascertain the cut-off time by which such an instruction must be given in\norder for timely notice to be delivered to DTC. We will not be liable for any delay in delivery of notices of the exercise of the option to elect purchase.

Notes represented by a global note will be exchangeable for registered certificated securities with the same terms only if: (1) DTC is\nunwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by us within 90 days; (2) we decide to discontinue use of the system of\nbook-entry transfer through DTC (or any successor depositary); or (3) an Event of Default under the Indenture occurs and is continuing.

Neither we nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of\nNotes by DTC or for maintaining, supervising or reviewing any records of DTC relating to the Notes.

Concerning the Trustee

The Bank of New York Mellon is the Trustee under the Indenture and will be appointed by us as the initial Paying Agent, registrar and custodian\nwith regard to the Notes. We may maintain deposit accounts and conduct other banking transactions with the Trustee or its affiliates in the ordinary course of business. The Trustee is the trustee under indentures relating to the Existing Notes in\naddition to the Notes. The Trustee and its affiliates may from time to time in the future provide banking and other services to us in the ordinary course of their business.

Discharge of the Indenture

We may\nsatisfy and discharge our obligations under the Indenture with respect to either series of the Notes by:

\n\n\n\n\n

•

delivering to the Trustee for cancellation all outstanding Notes of such series; or

\n\n\n\n\n

•

depositing with the Trustee, after all outstanding Notes of such series have become due and payable (or are by\ntheir terms to become due and payable within one year), whether at stated maturity, or otherwise, cash and/or U.S. Government Obligations sufficient to pay all of the outstanding Notes and paying all other sums payable under the Indenture by us with\nrespect to the Notes of such series.

Upon the deposit of such funds with the Trustee, the Indenture will, with certain\nlimited exceptions, cease to be of further effect with respect to the Notes of the applicable series. The rights that would continue following the deposit of those funds with the Trustee are:

\n\n\n\n\n

•

the remaining rights of registration of transfer, substitution and exchange of the Notes of such series;\n

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\n\n\n\n\n

•

the rights of holders under the Indenture to receive payments due with respect to the Notes of such series and\nthe other rights, duties and obligations of holders, as beneficiaries with respect to the amounts, if any, that are deposited with the Trustee; and

\n\n\n\n\n

•

the rights, obligations and immunities of the Trustee under the Indenture.

Certain Definitions

The following are\ndefinitions of certain of the terms used in the Indenture.

“Capital Lease Obligation” means, at the time any determination\nthereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with\nGAAP; provided that only those leases that would constitute capital leases in conformity with GAAP as of December 31, 2018 shall be considered capital leases for purposes of all financial definitions and calculations for purposes of the\nSixteenth Supplemental Indenture and the Seventeenth Supplemental Indenture.

“Capital Markets Indebtedness” means any\nIndebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act of 1933, as amended (the “Securities Act”), (b) a private placement to\ninstitutional investors that is resold in accordance with Rule 144A or Regulation S under the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC or\n(c) a private placement to institutional investors. For the avoidance of doubt, the term “Capital Markets Indebtedness” does not include any Indebtedness under the Notes or the Credit Facilities, Indebtedness incurred in connection\nwith a sale and leaseback transaction, Indebtedness incurred in the ordinary course of business of the Company, Capital Lease Obligations or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not\ncustomarily viewed as a “securities offering.”

“Consolidated Net Tangible Assets” means the total amount of\nassets which would be included on a consolidated balance sheet of Lennar Corporation and the Restricted Subsidiaries under GAAP (less applicable reserves and other properly deductible items) after deducting therefrom:

\n\n\n\n\n

•

all short-term liabilities, i.e., liabilities payable by their terms less than one year from the date of\ndetermination and not renewable or extendable at the option of the obligor for a period ending more than one year after such date, and liabilities in respect of retiree benefits other than pensions for which the Restricted Subsidiaries are required\nto accrue pursuant to ASC No. 715;

\n\n\n\n\n

•

investments in subsidiaries that are not Restricted Subsidiaries; and

\n\n\n\n\n

•

all assets reflected on our balance sheet as the carrying value of goodwill, trade names, trademarks, patents,\nunamortized debt discount, unamortized expense incurred in the issuance of debt and other intangible assets.

“Credit Facilities” means the Revolving Credit Agreement and the Delayed Draw Term Loan Credit Agreement.

“Default” means any event which upon the giving of notice or the passage of time, or both, would be an Event of Default.

“Delayed Draw Term Loan Credit Agreement” means the credit agreement governing the Delayed Draw Term Loan Facility, together with\nthe related documents thereto (including the term loans thereunder and reimbursement obligations related thereto and any guarantees), as amended, extended, renewed, restated, refunded, replaced, refinanced, supplemented, modified or otherwise\nchanged (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time.

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“Funded Debt” of any Person means all Indebtedness for borrowed money created,\nincurred, assumed or guaranteed in any manner by such Person, and all Indebtedness, contingent or otherwise, incurred or assumed by such Person in connection with the acquisition of any business, property or asset, which in each case matures more\nthan one year after, or which by its terms is renewable or extendible or payable out of the proceeds of similar Indebtedness incurred pursuant to the terms of any revolving credit agreement or any similar agreement at the option of such Person for a\nperiod ending more than one year after the date as of which Funded Debt is being determined. However, Funded Debt shall not include:

\n\n\n\n\n

•

any Indebtedness for the payment, redemption or satisfaction of which money (or evidences of Indebtedness, if\npermitted under the instrument creating or evidencing such Indebtedness) in the necessary amount shall have been irrevocably deposited in trust with a trustee or proper depositary either on or before the maturity or redemption date thereof;\n

\n\n\n\n\n

•

any Indebtedness of such Person to any of its subsidiaries or of any subsidiary to such Person or any other\nsubsidiary; or

\n\n\n\n\n

•

any Indebtedness incurred in connection with the financing of operating, construction or acquisition projects,\nprovided that the recourse for such Indebtedness is limited to the assets of such projects.

“holder” means\na Person in whose name a Note is registered on the registrar’s books.

“Indebtedness” means, with respect to us or any\nSubsidiary, and without duplication:

(a) the principal of and premium, if any, and interest on, and fees, costs,\nenforcement expenses, collateral protection expenses and other reimbursement or indemnity obligations in respect to all our or any Subsidiary’s Indebtedness or obligations to any Person, including but not limited to banks and other lending\ninstitutions, for money borrowed that is evidenced by a note, bond, debenture, loan agreement, or similar instrument or agreement (including purchase money obligations with original maturities in excess of one year and noncontingent reimbursement\nobligations in respect of amounts paid under letters of credit);

(b) all our or any Subsidiary’s reimbursement\nobligations and other liabilities (contingent or otherwise) with respect to letters of credit, bank guarantees or bankers’ acceptances;

(c) all obligations and liabilities (contingent or otherwise) in respect of our or any Subsidiary’s leases\nrequired, in conformity with generally accepted accounting principles, to be accounted for as Capital Lease Obligations on our balance sheet;

(d) any Indebtedness of others described in clauses (a) through (c) that we or such Subsidiary has guaranteed to the\nextent of such guarantee;

(e) any Indebtedness of others described in clauses (a) through (c) secured by any\nLien existing on property which is owned or held by us or such Subsidiary, regardless of whether the Indebtedness or other obligation secured thereby shall have been assumed by us or such Subsidiary; provided that the amount of the Indebtedness of\nsuch Person shall be the lesser of (a) the fair market value of such property and (b) the amount of such Indebtedness of such other Persons; and

(f) any and all deferrals, renewals, extensions and refinancing of, or amendments, modifications or supplements to, any\nIndebtedness, obligation or liability of the kind described in clauses (a) through (e).

“GAAP” means generally accepted\naccounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such\nother statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect on the Issue Date; provided that the amount of any Indebtedness under GAAP with respect to Capital\nLease Obligations shall be determined in accordance with the definition of Capital Lease Obligations.

“Lien” means any\nmortgage, pledge, lien, encumbrance, charge or security interest of any kind.

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“Non-Recourse Indebtedness” means any of\nour Indebtedness or any Restricted Subsidiary’s Indebtedness for which the holder of such Indebtedness has no recourse, directly or indirectly, to us or such Restricted Subsidiary for the principal of, premium, if any, and interest on such\nIndebtedness, and for which we are not or such Restricted Subsidiary is not, directly or indirectly, obligated or otherwise liable for the principal of, premium, if any, and interest on such Indebtedness, except pursuant to mortgages, deeds of trust\nor other security interests or other recourse, obligations or liabilities, in respect of specific land or other real property interests of us or such Restricted Subsidiary securing such Indebtedness; provided, however, that recourse, obligations or\nliabilities solely for indemnities, or breaches of warranties or representations in respect of Indebtedness, will not prevent that Indebtedness from being classified as Non-Recourse Indebtedness.

“Officers’ Certificate” when used with respect to us means a certificate signed by two of our officers (as specified in the\nIndenture), each such certificate will comply with Section 314 of the TIA and include the statements required under the Indenture.

“Paying Agent” means the office or agency designated by us where the Notes may be presented for payment.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, joint-stock company, trust,\nunincorporated organization or other entity, or any government, or any government agency or political subdivision.

“Restricted\nSubsidiary” means (a) all existing wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries, other than finance company subsidiaries and any foreign Subsidiaries, and (b) all future\nwholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries that become guarantors, in each case, until such time as such Subsidiary is released in accordance with the terms of the Indenture. See\n“Description of Notes—The Guarantees.”

“Revolving Credit Agreement” means that certain Ninth Amended and\nRestated Credit Agreement, dated as of November 25, 2024, by and among, inter alios, us (i.e. Lennar Corporation), the several banks and other financial institutions or entities from time to time parties thereto (the\n“Lenders”), and JPMorgan Chase Bank, N.A., as the issuing lender and the administrative agent, together with the related documents thereto (including the revolving loans thereunder, any letters of credit and reimbursement obligations\nrelated thereto and any guarantees), as amended, extended, renewed, restated, refunded, replaced, refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and\nother provisions) from time to time.

“Sale-Leaseback Transaction” means a sale or transfer made by us or a Restricted\nSubsidiary of any property which is either (a) a manufacturing facility, project club house, amenity center and common area, office building, warehouse or distribution facility whose book value equals or exceeds 1% of Consolidated Net Tangible\nAssets as of the date of determination, or (b) another property (not including a model home) or group of properties which exceeds 5% of Consolidated Net Tangible Assets as of the date of determination, if such sale or transfer is made with the\nagreement, commitment or intention of leasing such property to Lennar Corporation or a Restricted Subsidiary.

“Significant\nSubsidiary” means any Subsidiary of the Company which would constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the\nSecurities Act and the Exchange Act.

“Subsidiary” means (a) a corporation or other entity of which a majority in voting\npower of the stock or other interests is owned by us, by a Subsidiary or by us and one or more Subsidiaries or (b) a partnership, of which we or any Subsidiary is the sole general partner and of which the Company or a Subsidiary owns at least\n25% in value of the equity.

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“Total Consolidated Stockholders’ Equity” means, with respect to any date\nof determination, our total consolidated stockholders’ equity as shown on the most recent consolidated balance sheet that is contained or incorporated in the latest annual report on Form 10-K (or\nequivalent report) or quarterly report on Form 10-Q (or equivalent report) filed with the SEC, and is as of a date not more than 181 days prior to the date of determination, in the case of the consolidated\nbalance sheet contained or incorporated in an annual report on Form 10-K, or 135 days prior to the date of determination, in the case of the consolidated condensed balance sheet contained in a quarterly report\non Form 10-Q.

“U.S. Government Obligations” means direct obligations of, and\nobligations guaranteed by, the United States of America for the payment of which the full faith and credit of the United States of America is pledged.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes certain U.S. federal income tax considerations to you relating to purchasing, owning and disposing of Notes.\nThis summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), legislative history, administrative pronouncements and practices of the Internal Revenue Service (“IRS”), judicial decisions and final,\ntemporary and proposed Treasury regulations, all of which are subject to change or differing interpretation, possibly with retroactive effect. Any such change or interpretation may adversely affect the accuracy of this discussion. We can provide no\nassurance that the tax consequences described in this discussion will not be challenged by the IRS or that any such challenge will not be sustained by a court.

This summary applies to investors who acquire Notes on original issue at the “issue price” of the applicable series of Notes for\nU.S. federal income tax purposes (generally, the first price at which a substantial amount of the Notes of such series is sold by the underwriters for money to investors) and hold them as capital assets. It does not address all the tax consequences\nthat may be relevant to you in light of your particular circumstances. State, local and non-U.S. income tax laws may differ substantially from the corresponding U.S. federal income tax laws, and this\ndiscussion does not purport to describe any aspect of the tax laws of any state, local or non-U.S. jurisdiction. This summary also does not address any aspects of U.S. federal tax laws other than U.S. federal\nincome tax laws; such as U.S. federal estate and gift tax laws. In addition, this summary does not address all of the tax consequences relevant to persons who receive special treatment under the U.S. federal income tax law including, without\nlimitation:

\n\n\n\n\n

•

financial institutions, banks, and thrifts;

\n\n\n\n\n

•

insurance companies;

\n\n\n\n\n

•

tax-exempt entities, retirement plans, individual retirement accounts,\nand tax-deferred accounts;

\n\n\n\n\n

•

S corporations, controlled foreign corporations, passive foreign investment companies, regulated investment\ncompanies and real estate investment trusts and shareholders in such entities;

\n\n\n\n\n

•

pass-through entities, including partnerships and entities and arrangements classified as partnerships for U.S.\nfederal tax purposes, and beneficial owners of pass-through entities;

\n\n\n\n\n

•

certain U.S. expatriates;

\n\n\n\n\n

•

U.S. holders (as defined below) who hold their Notes through a non-U.S.\nintermediary;

\n\n\n\n\n

•

traders and dealers in securities or currencies;

\n\n\n\n\n

•

persons subject to Medicare contribution tax;

\n\n\n\n\n

•

persons subject to any alternative minimum tax;

\n\n\n\n\n

•

persons subject to the special tax accounting rules requiring their income to be taken into account in accordance\nwith an applicable financial statement under Section 451(b) of the Code;

\n\n\n\n\n

•

persons holding Notes as part of a constructive sale, wash sale or other integrated transaction or a hedge,\nstraddle or synthetic security; and

\n\n\n\n\n

•

U.S. holders whose functional currency is not the U.S. dollar.

If a partnership, including an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, is a beneficial\nowner of the Notes, the treatment of a partner in the partnership will depend on the status of the partner and the activities of the partnership. Such partnerships and partners in such partnerships should consult their tax advisors about the tax\nconsequences to them of purchasing, owning and disposing of Notes.

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It is expected, and this summary assumes, that the Notes will be issued at a price that does\nnot result in original issue discount for U.S. federal income tax purposes.

You should consult your tax advisor with respect to the\napplication of the U.S. federal income tax laws to your particular situation, as well as any tax consequences of the purchase, ownership and disposition of the Notes arising under the federal estate or gift tax rules, under the laws of any state,\nlocal, foreign or other taxing jurisdiction or under any applicable tax treaty.

As used in this section, the term “U.S.\nholder” means the beneficial owner of a Note that is for U.S. federal income tax purposes either:

\n\n\n\n\n

•

an individual who is a citizen or resident of the United States;

\n\n\n\n\n

•

a corporation created or organized under the laws of the United States or any state of the United States or the\nDistrict of Columbia;

\n\n\n\n\n

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or\n

\n\n\n\n\n

•

a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S.\npersons who have the authority to control all substantial decisions of the trust, or that has made a valid election to be treated as a U.S. person.

A “non-U.S. holder” is a beneficial owner of a Note that is not a U.S. holder or an entity\nor arrangement treated as a partnership for U.S. federal income tax purposes.

Contingent Payments

We may be required to pay amounts in excess of the stated interest and principal payable on the Notes or to pay stated interest or principal\nprior to their scheduled payment dates, in each case, to some or all of the holders of the Notes under certain circumstances. See for example “Offer to Repurchase Upon a Change of Control Triggering Event” and “Redemption at Our\nOption.” It is possible that the requirement to make such payments could cause the Notes to be “contingent payment debt instruments” for U.S. federal income tax purposes. If the Notes were characterized as contingent payment debt\ninstruments for such purposes, the timing and amount of income inclusions in respect of the Notes and the character of such income recognized may be materially different from the consequences in this summary.

Under the Treasury Regulations regarding contingent payment debt instruments, one or more contingencies will be disregarded in determining\nwhether a debt instrument is a contingent payment debt instrument if such contingencies, in the aggregate, are considered remote or incidental. We intend to take the position that the Notes are not contingent payment debt instruments because we\nbelieve that the foregoing contingencies are, in the aggregate, remote or incidental. This position is binding on all holders unless the holder of a Note discloses its differing position in a statement attached to its U.S. federal income tax return\nfor the taxable year during which the Note was acquired, but is not binding on the IRS. Holders should consult their own tax advisors regarding the consequences to them if the Notes were considered contingent payment debt instruments. The remainder\nof this discussion assumes that the Notes are not contingent payment debt instruments.

U.S. Holders

Taxation of Interest

A U.S. holder\ngenerally will include in gross income (as ordinary income) payments of stated interest received or accrued on a Note, in accordance with its usual method of accounting for U.S. federal income tax purposes.

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Sale, Exchange, Retirement, Redemption or Other Taxable Disposition of Notes

A U.S. holder generally will recognize gain or loss upon the sale, exchange, retirement, redemption or other taxable disposition of a Note\nequal to the difference between the amount realized upon such disposition and the holder’s adjusted basis in the Note. Generally, any gain or loss will be capital gain or loss.

Backup Withholding and Information Reporting

We will, where required, report to U.S. holders and the IRS the amount of any interest paid on the Notes in each calendar year and the amounts\nof tax withheld, if any, from those payments. A U.S. holder may be subject to backup withholding tax, currently at a 24% rate with respect to payments made on the Notes as well as proceeds from the disposition of Notes unless such U.S. holder:

\n\n\n\n\n

•

is a corporation or is otherwise exempt from withholding and, when required, demonstrates its exemption; or\n

\n\n\n\n\n

•

provides a taxpayer identification number, certifies that the IRS has not notified it that it is subject to\nbackup withholding, and otherwise complies with applicable requirements of the backup withholding rules.

Any amounts\nwithheld from payments to you under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. A U.S. holder who does\nnot provide the payor with his or her correct taxpayer identification number may be subject to penalties imposed by the IRS.

Non-U.S. Holders

Taxation of Interest

Subject to the discussion below regarding the Foreign Account Tax Compliance Act (“FATCA”) and backup withholding, interest\nreceived or accrued on the Notes by a non-U.S. holder will not be subject to U.S. federal income taxes or withholding tax if that interest is not effectively connected with the conduct of a trade or business\nwithin the United States by the non-U.S. holder and such non-U.S. holder:

\n\n\n\n\n

•

does not actually or constructively own stock possessing 10% or more of the total combined voting power of our\noutstanding stock;

\n\n\n\n\n

•

is not a “controlled foreign corporation” with respect to which we are a “related\nperson”; and

\n\n\n\n\n

•

appropriately certifies as to its non-U.S. status.

A non-U.S. holder can generally meet this certification requirement by providing a properly completed\nand executed Form W-8BEN, Form W-8BEN-E or appropriate substitute form to the applicable withholding agent. If the non-U.S. holder holds the Notes through a financial institution or other agent acting on the non-U.S. holder’s behalf, the\nnon-U.S. holder will generally be required to provide appropriate documentation to the agent. The non-U.S. holder’s agent will then generally be required to\nprovide appropriate certifications, including IRS Form W-8IMY (or successor form), to the applicable withholding agent, either directly or through other intermediaries.

If a non-U.S. holder does not qualify for an exemption under these rules, interest income will be\nsubject to withholding tax at the rate of 30% at the time the interest is paid, unless the non-U.S. holder provides to the applicable withholding agent, as applicable, with a properly completed and executed\nIRS Form W-8BEN or Form W-8BEN-E (or successor form) claiming an exemption from or reduction in withholding due to the benefit of\nan applicable U.S. income tax treaty, or IRS Form W-8ECI (or successor form) stating that interest paid on the Note is not subject to withholding tax because it is effectively connected with the non-U.S. holder’s U.S. trade or business. If a non-U.S. holder is engaged in a trade or business in the United States and interest on a Note is\n

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\neffectively connected with the conduct of that trade or business (and, if required by an applicable U.S. income tax treaty, the non-U.S. holder maintains a\n“permanent establishment” or “fixed base” in the United States to which the income is attributable) the non-U.S. holder will be subject to U.S. federal income tax on a net income basis\nat the rates generally applicable to U.S. persons. In addition, if a non-U.S. holder is a foreign corporation and the payment of interest is effectively connected with the\nnon-U.S. holder’s U.S. trade or business, the non-U.S. holder may be subject to a 30% branch profits tax (or a lower rate, if available under an applicable treaty)\non its effectively connected earnings and profits subject to certain adjustments.

Sale, Exchange, Retirement, Redemption or Other Taxable\nDisposition of Notes

A non-U.S. holder generally will not be subject to U.S. federal\nincome tax on any amount which constitutes gain upon the sale, exchange, retirement, redemption or other taxable disposition of a Note, unless either of the following is true:

\n\n\n\n\n

•

The non-U.S. holder’s gain (if any) on the Note is effectively\nconnected with a U.S. trade or business; or

\n\n\n\n\n

•

The non-U.S. holder is a nonresident alien individual and is present in\nthe United States for 183 or more days in the taxable year within which such disposition takes place and certain other conditions exist.

If the non-U.S. holder has a U.S. trade or business and the investment in the Notes is effectively\nconnected with such U.S. trade or business (and, if required by an applicable U.S. income tax treaty, such non-U.S. holder maintains a “permanent establishment” or “fixed base” in the\nUnited States to which the income is attributable) the payment of the sale proceeds with respect to the Notes would be subject to U.S. federal income tax on a net basis at the rate generally applicable to U.S. persons. In addition, a foreign\ncorporation may be subject to a 30% branch profits tax (or a lower rate, if available under an applicable treaty) on its effectively connected earnings and profits subject to certain adjustments if the foreign corporation’s investment in a\nNote is effectively connected with its U.S. trade or business.

An individual non-U.S. holder who\nis subject to U.S. federal income tax because the non-U.S. holder was present in the United States for 183 days or more during the year of sale exchange, retirement, redemption or other taxable disposition of\nthe Notes will be subject to a flat 30% tax (or lower applicable treaty rate) on the gain derived from such disposition, which gain may be offset by certain U.S. source capital losses.

FATCA

Under the U.S. tax rules\nknown as FATCA, a holder of Notes will generally be subject to 30% U.S. withholding tax on interest payments on the Notes if the holder is not FATCA compliant, or holds its Notes through a foreign financial institution or certain other non-U.S. entities that are not FATCA compliant. In order to be treated as FATCA compliant, a holder must provide us or an applicable financial institution certain documentation (usually an IRS Form W-8BEN or W-8BEN-E) containing information about its identity, its FATCA status, and if required, its direct and indirect U.S. owners.\nThese requirements may be modified by intergovernmental agreements between the United States and other relevant jurisdictions. Payments of interest that a holder receives in respect of the Notes could be affected by this withholding if the holder is\nsubject to the FATCA information reporting requirements and fails to comply with them or if the holder holds Notes through a non-U.S. person (e.g., a foreign bank or broker) that fails to comply with these and\nother reporting requirements (even if payments to the holder would not otherwise have been subject to FATCA withholding if held directly by such holder).

Documentation that holders provide in order to be treated as FATCA compliant may be reported to the IRS and other tax authorities, including\ninformation about a holder’s identity, its FATCA status, and if applicable, its direct and indirect U.S. owners. Prospective investors should consult their own tax advisers about how

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\ninformation reporting and the possible imposition of withholding tax under FATCA may apply to their investment in the Notes.

Backup Withholding and Information Reporting

We will generally file information returns with the IRS with respect to interest payments we make to\nnon-U.S. holders. Backup withholding generally will not be required with respect to interest paid to a non-U.S. holder to the extent that such non-U.S. holder provides to us the documentation described above in “Non-U.S. holders—Taxation of Interest” or the\nnon-U.S. holder is an exempt recipient.

Information reporting requirements and, depending on the\ncircumstances, backup withholding tax will apply to any payment of the proceeds of the sale, exchange, retirement, redemption or other disposition of a Note by a non-U.S. holder when such disposition is\neffected within the United States or conducted through certain U.S. related financial intermediaries, unless the beneficial owner properly certifies under penalty of perjury that it is a non-U.S. holder or the\nbeneficial owner otherwise establishes its right to an exemption.

Copies of any of the foregoing information returns may also be made\navailable to the tax authorities in the country in which a non-U.S. holder resides.

If you are a non-U.S. holder, you should consult your tax advisor regarding the application of information reporting and backup withholding in your particular situation, the availability of an exemption from information\nreporting and backup withholding, and the procedure for obtaining the exemption, if available. Any amounts withheld from payments to you under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax\nliability, provided that the required information is timely furnished to the IRS.

THE SUMMARY ABOVE IS NOT INTENDED TO CONSTITUTE A\nCOMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO INVESTORS WITH RESPECT TO THEIR ACQUISITION, OWNERSHIP OR DISPOSITION OF NOTES, AND INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR\nPARTICULAR CIRCUMSTANCES.

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase and holding of the Notes by (i) “employee benefit\nplans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) that are subject to Title I of ERISA, (ii) plans, individual retirement accounts and other\narrangements that are subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or (iii) plans or retirement arrangements that are subject to provisions of any state, local or other laws or\nregulations that are substantially similar to Title I of ERISA or Section 4975 of the Code (collectively, “Similar Laws”) and (iv) entities or accounts whose underlying assets are considered to include the assets of any of the\nforegoing described in clauses (i), (ii) and (iii) pursuant to ERISA or any Similar Law (each of the foregoing described in clauses (i), (ii), (iii) and (iv) referred to herein as a “Plan”).

This summary is general in nature and does not address every issue pertaining to ERISA, the Code or Similar Law that may be applicable to us,\nthe Notes or a particular investor. Accordingly, each prospective investor, including Plan fiduciaries, should consult with his, her or its own advisors or counsel with respect to the advisability of an investment in the Notes, and potentially\nadverse consequences of such investment, including, without limitation, certain ERISA-related issues that affect or may affect the investor with respect to this investment and the possible effects of changes in the applicable laws.

General Fiduciary Matters

ERISA imposes\ncertain requirements on Plans subject to Title I of ERISA (collectively, “ERISA Plans”), and on those persons who are fiduciaries with respect to such ERISA Plans. Investments by ERISA Plans are subject to ERISA’s general fiduciary\nrequirements, including, but not limited to, the requirement of investment prudence and diversification and the requirement that an ERISA Plan’s investments be made in accordance with the documents governing the ERISA Plan. Prior to purchasing\nany Notes, fiduciaries of ERISA Plans should evaluate whether the acquisition and holding of the Notes is prudent and in the interests of the ERISA Plan, considering, among other things, the role that the Notes would play in the ERISA Plan’s\nportfolio, taking into consideration whether the investment is designed reasonably to further the ERISA Plan’s purposes, the risk and return factors associated with the investment, the composition of the ERISA Plan’s total investment\nportfolio with regard to diversification, the liquidity and current return of the ERISA Plan’s portfolio relative to its anticipated cash flow needs, and the projected return of the ERISA Plan’s portfolio relative to its objectives.

Each Plan fiduciary should determine whether an investment in the Notes is in accordance with the documents and instruments governing the Plan\nand the applicable provisions of ERISA, the Code or any Similar Law relating to the fiduciary’s duties to the Plan, including, without limitation, the prudence, diversification, delegation of control, conflict of interest and prohibited\ntransaction provisions of ERISA, the Code and any other applicable Similar Laws. Further, each Plan should also consider the fact that none of the Company, the underwriters or any of their affiliates, other than an affiliate of an underwriter that\nis a named fiduciary (or a fiduciary appointed by a named fiduciary) with respect to the management of the assets of the applicable Plan and acting in accordance with an applicable individual prohibited transaction exemption (the applicable\nconditions of which are satisfied) (each, a “Transaction Party”), will act as a fiduciary to any Plan with respect to the decision to invest such Plan’s assets in the Notes pursuant to this offering. No Transaction Party is\nundertaking to provide any advice or recommendation in a fiduciary capacity with respect to a prospective Plan’s decision to invest in the Notes pursuant to this offering, and such decision must be made on an arm’s length basis.

Prohibited Transaction Considerations

Section 406 of ERISA and Section 4975 of the Code, prohibit certain transactions involving the assets of a Plan subject to ERISA\nand/or Section 4975 of the Code and certain persons (referred to as “parties in interest” or “disqualified persons”) having certain relationships to such Plans, unless a statutory or administrative exemption\n

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\nis applicable to the transaction. To the extent that such a Plan engages in a prohibited transaction for which no exemption is available, the fiduciary that caused the Plan to engage in the\ntransaction may be subject to liability. Additionally, the party in interest or disqualified person involved in the prohibited transaction may be subject to excise taxes under ERISA and the Code. Any Plan fiduciary which proposes to cause a Plan to\npurchase the Notes should consult with its counsel regarding the applicability of the fiduciary responsibility provisions of ERISA and the prohibited transaction provisions of ERISA and Section 4975 of the Code to such an investment, and to\nconfirm that such purchase and holding of any Notes is in accordance with the documents and instruments governing the Plan and will not constitute or result in a non-exempt prohibited transaction or any other\nviolation of an applicable requirement of ERISA or the Code.

The fiduciary of a Plan that is subject to ERISA and/or Section 4975 of\nthe Code that proposes to purchase and hold any Notes should consider, among other things, whether such purchase and holding may involve a prohibited transaction, including, without limitation, (i) the direct or indirect extension of credit\nbetween a Plan and a party in interest or a disqualified person, (ii) the sale or exchange of any property between a Plan and a party in interest or a disqualified person, or (iii) the transfer to, or use by or for the benefit of, a party\nin interest or disqualified person, of any Plan assets. The purchase and/or holding of the Notes by such a Plan with respect to which the Company or the underwriters, among others, are or become a party in interest or disqualified person may\nconstitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, unless the Notes are acquired and held in accordance with an applicable exemption.

Certain exemptions from the prohibited transaction rules of Section 406 of ERISA and Section 4975 of the Code could be applicable to\nthe purchase and holding of Notes by a Plan subject to ERISA and/or Section 4975 of the Code, depending on the type and circumstances of the fiduciary making the decision to acquire such Notes and the relationship of the party in interest or\ndisqualified person to the Plan. Included among these exemptions are:

Section 408(b)(17) of ERISA and Section 4975(d)(20) of\nthe Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions, provided that neither the issuer of the securities nor any of its affiliates (directly or indirectly) have or\nexercise any discretionary authority or control or render any investment advice with respect to the assets of a Plan involved in the transaction and provided further that the Plan pays no more than adequate consideration in connection with the\ntransaction. In addition, the U.S. Department of Labor has issued certain administrative prohibited transaction exemptions that may apply to the purchase and holding of Notes, including Prohibited Transaction Class Exemption\n(“PTCE”) 84-14 (relating to transactions effected by a “qualified professional asset manager”), PTCE 90-1 (relating to investments by insurance\ncompany pooled separate accounts), PTCE 91-38 (relating to investments by bank collective investment funds), PTCE 95-60 (relating to investments by insurance company\ngeneral accounts) and PTCE 96-23 (relating to transactions directed by an in-house asset manager).

Each of these exemptions contains conditions and limitations on its application, and there can be no assurance that any of these exemptions or\nany other exemption will be available with respect to any particular transaction involving the Notes. Fiduciaries of Plans subject to ERISA and/or Section 4975 of the Code should consult with their counsel regarding the availability of any\nexemption before purchasing any Notes.

If the investor is a Plan that is not subject to ERISA and/or Section 4975 of the Code, the\ninvestor should consider whether the acquisition and holding of the Notes meets all requirements of, and is consistent with and within the limits of, any Similar Law. Fiduciaries of such Plans should consult with their counsel before purchasing any\nNotes to determine the suitability of the Notes for such plan and the need for, and the availability, if necessary, of any exemptive relief under any such Similar Laws.

Consultation with Counsel

The foregoing\ndiscussion is general in nature and is not intended to be comprehensive; neither the Company nor the underwriters make any representation that the purchase or holding of such Notes meets the relevant legal\n

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\nrequirements with respect to any particular investor. The complexity of these rules, and the severity of potential penalties, make it particularly important that fiduciaries or other persons\nconsidering an acquisition of Notes on behalf of or with the plan assets of any Plan consult with its counsel regarding the suitability of an acquisition of the Notes in light of such prospective purchaser’s particular circumstances.

Deemed Representation

By its acceptance\nof any Note or any interest in a Note, the purchaser of the Note will be deemed to have represented and warranted that either:

(1) it is not acquiring or holding such Note or an interest in it with the assets of a Plan; or

(2) the acquisition and holding of such Note by it will not constitute or result in a\nnon-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any provisions of any applicable Similar Law, and none of the Transaction Parties is its\nfiduciary in connection with its investment in such Note pursuant to the offering described in this prospectus supplement.

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UNDERWRITING

BBVA Securities Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Truist\nSecurities, Inc. and Wells Fargo Securities, LLC are acting as joint book-running managers of the offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in\nan underwriting agreement dated the date of this prospectus supplement, each underwriter named below has severally and not jointly agreed to purchase, and we have agreed to sell to that underwriter, the principal amount of Notes set forth opposite\nthe underwriter’s name.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Name	Principal Amount of 2029 Notes		Principal Amount of 2032 Notes
BBVA Securities Inc.	$	30,000,000		$	30,000,000
BofA Securities, Inc.	$	30,000,000		$	30,000,000
Goldman Sachs & Co. LLC	$	30,000,000		$	30,000,000
J.P. Morgan Securities LLC	$	30,000,000		$	30,000,000
Mizuho Securities USA LLC	$	30,000,000		$	30,000,000
Truist Securities, Inc.	$	30,000,000		$	30,000,000
Wells Fargo Securities, LLC	$	30,000,000		$	30,000,000
BMO Capital Markets Corp.	$	12,000,000		$	12,000,000
Citigroup Global Markets Inc.	$	12,000,000		$	12,000,000
Citizens JMP Securities, LLC	$	12,000,000		$	12,000,000
Fifth Third Securities, Inc.	$	12,000,000		$	12,000,000
Huntington Securities, Inc.	$	12,000,000		$	12,000,000
PNC Capital Markets LLC	$	12,000,000		$	12,000,000
Scotia Capital (USA) Inc.	$	12,000,000		$	12,000,000
ING Financial Markets LLC	$	3,000,000		$	3,000,000
TD Securities (USA) LLC	$	3,000,000		$	3,000,000

Total	$	300,000,000		$	300,000,000

The underwriting agreement provides that the obligations of the underwriters to purchase the Notes included in\nthis offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the Notes if they purchase any of the Notes.

In the underwriting agreement, we have agreed that:

\n\n\n\n

(a)

We will not, during the period beginning on the date of this prospectus supplement and continuing to and\nincluding the date of closing of this offering, without the prior written consent of the representatives, offer, sell, contract to sell, pledge, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be\nexpected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by us or any of our affiliates or any person in privity with us or any of our affiliates, directly or\nindirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the\nmeaning of Section 16 of the Exchange Act, of any of our debt securities (other than the notes offered hereby and any commercial paper notes that are exempt from registration by reason of Section 3(a)(3) of the Act).

\n\n\n\n

(b)

We will indemnify the underwriters and their respective affiliates, directors, officers and controlling persons\nagainst certain liabilities, including liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make because of any of those liabilities.

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Notes sold by the underwriters to the public will initially be offered at the initial public\noffering price set forth on the cover of this prospectus supplement. Any Notes sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed 0.200% of the principal amount per 2029 Note\nand 0.350% of the principal amount per 2032 Note. Any such securities dealers may resell any Notes purchased from the underwriters to certain other brokers or dealers at a discount from the initial public offering price not to exceed 0.150% of the\nprincipal amount per 2029 Note and 0.250% of the principal amount per 2032 Note. If not all the Notes of such series are sold at the initial offering price, the underwriters may change the offering price and the other selling terms of such series.\n

The following table shows the underwriting discount that we are to pay to the underwriters in connection with this offering (expressed as\na percentage of the principal amount per Note of such series).

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Paid by Lennar
Per 2029 Note		0.350	%

Per 2032 Note		0.600	%

Total	$	2,850,000

We estimate that our expenses with regard to this offering will be approximately $2.3 million. The\nunderwriters have agreed to reimburse us for certain expenses in connection with this offering.

In connection with the offering, the\nunderwriters may purchase and sell Notes in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions and stabilizing purchases.

\n\n\n\n\n

•

Short sales involve secondary market sales by the underwriters of a greater principal amount of Notes than they\nare required to purchase in the offering.

\n\n\n\n\n

•

Covering transactions involve purchases of Notes in the open market after the distribution has been completed in\norder to cover short positions.

\n\n\n\n\n

•

Stabilizing transactions involve bids to purchase Notes so long as the stabilizing bids do not exceed a specified\nmaximum.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters\nfor their own accounts, may have the effect of preventing or retarding a decline in the market price of the Notes. They may also cause the price of the Notes to be higher than the price that would otherwise exist in the open market in the absence of\nthese transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions,\nthey may discontinue them at any time.

We expect to deliver the Notes against payment for the Notes on or about October 15, 2026, which\nwill be the second business day following the date of the pricing of the Notes (referred to as “T+2”). In accordance with Rule 15c6-1 under the Exchange Act, trades in the secondary market\ngenerally are required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to one business day before the Notes are delivered will be required, by virtue of\nthe fact that the Notes initially will settle in T+2, to specify alternative settlement arrangements to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery should consult their own\nadvisors.

Other Relationships

The\nunderwriters and their affiliates have performed investment banking, commercial banking, dealer and advisory services for us or our affiliates from time to time, for which they have received customary fees and\n

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\nexpenses. The underwriters or their affiliates may, from time to time, engage in transactions with and perform services for us or our affiliates in the ordinary course of their respective\nbusinesses. Among other things, affiliates of certain of the underwriters are agents and/or lenders in our Revolving Credit Agreement and Delayed Draw Term Loan Credit Agreement and have entered into other credit arrangements with us and have\nreceived and will continue to receive customary fees in connection therewith. To the extent that any of the proceeds of this offering are used to repay indebtedness under our Revolving Credit Agreement, the Delayed Draw Term Loan Credit Agreement or\nunder these other credit arrangements, these affiliates will receive all or a portion of the proceeds from this offering. In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a\nbroad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and\nsecurities activities may involve securities and/or instruments of ours or our affiliates.

If any of the underwriters or their affiliates\nhas a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters or their affiliates may hedge their credit exposure to us consistent with their customary risk management\npolicies. Typically, these underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including\npotentially the Notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes offered hereby. The underwriters and their affiliates may also make investment recommendations and/or\npublish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Selling Restrictions

Prohibition of Sales to EEA\nRetail Investors

The Notes described in this prospectus supplement are not intended to be offered, sold or otherwise made\navailable to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client\nas defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that\ncustomer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”).\nConsequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been, or\nwill be, prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This prospectus supplement and the attached prospectus have been prepared\non the basis that any offer of notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes.

Neither this prospectus supplement nor the attached prospectus is a prospectus for the purposes of the Prospectus Regulation.

Notice to Prospective Investors in the United Kingdom

This prospectus supplement has been prepared on the basis that any offer of Notes in the United Kingdom (“UK”) will be made\npursuant to an exemption under the UK POATRs (as defined below) and the Financial Services and Markets Act 2000 (the “FSMA”) from the requirement to publish a prospectus for offers of Notes. This prospectus supplement is not a\nprospectus for the purposes of the UK POATRs or the FSMA.

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This prospectus supplement is not being distributed by nor has it been approved by an\nauthorized person in the UK. This prospectus supplement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000\n(Financial Promotion Order) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Articles 49(2)(a) to (d) of the Financial Promotion Order (high net worth companies, unincorporated\nassociations, etc.), (iii) are outside the UK, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any securities\nmay otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This prospectus supplement is directed only at relevant persons and must not be acted on or relied\non by persons who are not relevant persons. Any investment or investment activity to which this prospectus supplement relates is available only to relevant persons and will be engaged in only with relevant persons.

Prohibition of Sales to United Kingdom Retail Investors

The Notes described in this prospectus supplement are not intended to be offered, sold, distributed or otherwise made available to and should\nnot be offered, sold, distributed or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is neither: (i) a professional client, as defined in point (8) of Article 2(1) of\nRegulation (EU) 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); nor (ii) a qualified investor as defined in paragraph 15 of Schedule 1 of the Public Offers and\nAdmissions to Trading Regulations 2024 (“UK POATRs”). Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Notes or otherwise making them\navailable to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments\n(Designated Activities) Regulations 2024.

Notice to Prospective Investors in Canada

The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in\nNational Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument\n31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus\nrequirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser\nwith remedies for rescission or damages if this prospectus supplement and the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser\nwithin the time limit prescribed by the securities legislation of the purchaser’s province or territory.

The purchaser should refer\nto any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this\noffering.

Notice to Prospective Investors in Hong Kong

The Notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the\npublic within the meaning of the Companies Ordinance (Cap.32, Laws of Hong

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\nKong) or an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong), or (ii) to “professional investors” within\nthe meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the\nCompanies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the Notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere),\nwhich is directed at, or the contents of which are likely to be accessed or read by the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only\nto persons outside Hong Kong or only to “professional investors” in Hong Kong within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The Notes have not been and will not be registered pursuant to Article 4, Paragraph 1 of under the Financial Instruments and Exchange Act.\nAccordingly, none of the Notes nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan,\nincluding any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except\npursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant\ntime.

Notice to Prospective Investors in Singapore

This prospectus supplement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore\n(“MAS”). Accordingly, prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the notes be\noffered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (i) to an institutional investor (as defined in Section 4A of the Securities and\nFutures Act, Chapter 289 of Singapore, as modified or amended from time to time (the “SFA”) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA), pursuant to\nSection 275(1A), or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors)\nRegulations 2018 of Singapore; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is\nnot an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a\ntrust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, Securities or securities based derivatives contracts (each term as\ndefined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes\npursuant to an offer made under Section 275 of the SFA, except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the\nconditions, specified in Section 275 of the SFA, (ii) where no consideration is given for the transfer, (iii) where the transfer is by operation of law, (iv) as specified in Section 276(7) of the SFA or (v) as specified\nin Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulation 2018 of Singapore.

Singapore Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant to Sections 309B(1)(a)\nand 309B(1)(c) of the SFA, the Issuer has determined, and hereby notifies all

S-44

\nrelevant persons (as defined in Section 309A(1) of the SFA), that the Notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets\nProducts) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice\nFAA-N16: Notice on Recommendations on Investment Products). Any reference to any term as defined in the SFA, or any provision of the SFA is a reference to that term as modified or amended from time to time\nincluding by such of its subsidiary legislation as may be applicable at the relevant time.

Notice to Prospective Investors in Dubai International\nFinancial Centre

This prospectus supplement relates to an Exempt Offer in accordance with the Offered Securities Rules of the\nDubai Financial Services Authority (“DFSA”). This prospectus supplement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other\nperson. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement, nor taken steps to verify the information set forth herein and has no\nresponsibility for this prospectus supplement. The Notes to which this prospectus supplement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Notes offered should conduct their own due diligence\non the Notes. If you do not understand the contents of this prospectus supplement you should consult an authorized financial advisor.

Notice to\nProspective Investors in Switzerland

This prospectus supplement and the accompanying prospectus are not intended to constitute an\noffer or solicitation to purchase or invest in the Notes. The Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has been or will\nbe made to admit the Notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this prospectus supplement, the accompanying prospectus nor any other offering or marketing material relating to the Notes\nconstitutes a prospectus pursuant to the FinSA, and neither this prospectus supplement, the accompanying prospectus nor any other offering or marketing material relating to the Notes may be publicly distributed or otherwise made publicly available\nin Switzerland.

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LEGAL MATTERS

Cleary Gottlieb Steen & Hamilton LLP, New York, New York, will pass upon the validity of the Notes offered by this prospectus\nsupplement. The underwriters are being represented in connection with this offering by Cahill Gordon & Reindel LLP, New York, New York.

EXPERTS

The consolidated financial statements of Lennar Corporation as of November 30, 2025 and 2024, and for the three years in the period ended\nNovember 30, 2025, and the related financial statement schedules, incorporated in this prospectus supplement by reference from Lennar’s Annual Report on Form 10-K, and the effectiveness of Lennar\nCorporation’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such\nfinancial statements and financial statement schedules have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy and information statements and other information with the SEC. Our SEC filings are\navailable to the public over the Internet at the SEC’s website at http://www.sec.gov. Please note that the SEC’s website is included in this prospectus supplement and the accompanying prospectus as an inactive textual reference only. The\ninformation contained on the SEC’s website is not incorporated by reference into this prospectus supplement or the accompanying prospectus and should not be considered to be part of this prospectus supplement or the accompanying prospectus,\nexcept as described in the following paragraph.

We “incorporate by reference” into this prospectus supplement and the\naccompanying prospectus certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus\nsupplement and the accompanying prospectus. Certain information that we subsequently file with the SEC will automatically update and supersede information in this prospectus supplement, the accompanying prospectus and in our other filings with the\nSEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until all the Notes offered by this\nprospectus supplement have been sold and all conditions to the consummation of such sales have been satisfied, except that we are not incorporating any information that has been or will be furnished (and not filed) with the SEC, unless such\ninformation is expressly incorporated herein or in the accompanying prospectus by a reference to a furnished Current Report on Form 8-K or other furnished document:

\n\n\n\n\n

•

our Annual Report on Form 10-K for the fiscal year ended\nNovember 30, 2025 filed with the SEC on January 28, 2026;

\n\n\n\n\n

•

our Quarterly Reports on Form 10-Q for the quarters ended February 28,\n 2026, May \n31, 2026 and August 31, 2026; and

\n\n\n\n\n

•

our Current Reports on Form 8-K filed with the SEC on April 13,\n 2026 and June 8, 2026 (excluding Item 7.01).

We will provide to each person to whom a copy of this prospectus supplement is delivered, a copy of any or all of the information that has\nbeen incorporated by reference in this prospectus supplement. We will provide this information at no cost to the requester upon written request addressed to Lennar Corporation, 5505 Waterford District Drive, Miami, Florida 33126, Attention: Office\nof the Chief Legal Officer, or upon oral request by calling our Office of the Chief Legal Officer at (305) 559-4000.

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Prospectus

\n\n\n $\"LOGO\"$ \n

LENNAR CORPORATION

Class A Common Stock

Class B Common Stock

Preferred Stock

Participating Preferred Stock

Depositary Shares

Debt\nSecurities

Warrants

Units

We or holders of\nour securities (“selling stockholders”) may from time to time offer to sell our Class A common stock, Class B common stock, preferred stock (which we may issue in one or more series), participating preferred stock, depositary\nshares representing shares of our common stock or of our preferred stock, debt securities (which we may issue in one or more series and which may or may not be guaranteed by some or all of our subsidiaries), warrants entitling the holders to\npurchase one or more classes or series of these securities or units consisting of two or more of these classes or series of securities.

We or selling stockholders may offer and sell these securities to or through one or more underwriters, dealers or agents as designated from\ntime to time, or directly to purchasers, on a continuous or delayed basis. These securities also may be resold by security holders. When we or selling stockholders offer securities, we will provide you with a prospectus supplement describing the\nspecific terms of the specific issue of securities and of the offering, including the offering price of the securities. You should carefully read this prospectus and the prospectus supplement relating to the specific issue of securities, together\nwith the documents we incorporate by reference, before you decide to invest in any of these securities. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

Our Class A common stock is listed on the New York Stock Exchange under the symbol “LEN” and our Class B common stock is\nlisted on the New York Stock Exchange under the symbol “LEN.B.” We will make application to list any shares of Class A common stock or Class B common stock sold pursuant to a supplement to this prospectus on the New York Stock\nExchange (unless the Class A or Class B common stock no longer is listed on that exchange). We have not determined whether we will list any of the other securities we may offer on any exchange or over-the-counter market. If we decide to seek the listing of any securities, the prospectus supplement will disclose the exchange or market.

Investing in our securities involves risk. See “Risk Factors“ on page 1 of this prospectus. You\nshould carefully review the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement, and under similar headings in the other documents that are incorporated by reference into\nthis prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of\nthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 10, 2026.

Table of Contents


	Page
About this Prospectus		1
Lennar Corporation		1
Risk Factors		1
Special Note Regarding Forward-Looking Statements		1
Use of Proceeds		3
Selling Stockholders		3
Description of Debt Securities		3
Description of Warrants		6
Description of Capital Stock		7
Description of Depositary Shares		10
Description of Units		11
Plan of Distribution		12
Experts		13
Legal Opinions		13
Where You Can Find More Information		14
Incorporation of Certain Documents by Reference		14

You should rely only on the information contained or incorporated by reference in this prospectus, in any\naccompanying prospectus supplement or in any related offering material issued or authorized by us. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional\ninformation, you should not rely on it. You should not assume that the information contained or incorporated by reference in this prospectus, any prospectus supplement or in any such offering material is accurate as of any date other than the dates\nof the applicable documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement filed by us with the Securities and Exchange Commission, or the SEC, utilizing a\n“shelf” registration process. Under this shelf process, we may, from time to time, sell any securities or combination of securities described in this prospectus in one or more offerings. This prospectus provides you with a general\ndescription of the securities we may offer. Each time we offer to sell securities, we will provide a prospectus supplement that will contain specific information about the securities that are being offered and the terms of the offering. The\nprospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any applicable prospectus supplement together with additional information described under the headings\n“Where You Can Find More Information” and “Incorporation of Certain Documents by Reference,” or similar headings.

In this prospectus, except as otherwise indicated, the terms “Company,” “we,” “us” or “our”\nrefer to Lennar Corporation and all entities included in our consolidated financial statements.

LENNAR\nCORPORATION

We are one of the largest homebuilders in the United States by deliveries, revenues and net earnings, an originator of\nresidential and commercial mortgage loans, a provider of title insurance and closing services and a developer of multifamily rental properties. In addition, we are a sponsor and manager of funds and joint ventures engaged in development and\nownership of multifamily rental properties and a sponsor and manager of a fund engaged in ownership of single-family rental properties. We also have investments in companies that are engaged in applying technology to improve the homebuilding\nindustry and real estate related aspects of the financial services industry. Our homebuilding operations are the most substantial part of our business, generating $32 billion in revenues, or approximately 94% of consolidated revenues, in fiscal\n2025.

In the first quarter of fiscal 2026, we implemented a reorganization of certain geographic communities within our Homebuilding\nsegments. As a result of this reorganization, eleven communities previously allocated to the Central segment were moved to the East segment. We did not reissue the audited financial statements incorporated by reference in the Registration Statement\nto reflect such change because the impact was not material. These changes will be incorporated the next time the audited periods are issued or reissued.

We are a Delaware corporation founded in 1954. Our principal offices are at 5505 Waterford District Drive, Miami, Florida 33126. Our telephone\nnumber at these offices is (305) 559-4000. Our website address is www.lennar.com. The information on our website is not part of this prospectus.

RISK FACTORS

Investing in our securities involves risks. Potential investors are urged to read and consider the risk factors relating to an investment in\nour Company described in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q filed with the SEC and incorporated by reference in this prospectus. A\nprospectus supplement applicable to securities we offer will also contain a discussion of any material risks applicable to the particular type of securities we are offering under that prospectus supplement. Before making an investment decision, you\nshould carefully consider these risks as well as other information we include or incorporate by reference in this prospectus and any prospectus supplement.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.\nThese statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These

\nforward-looking statements typically include the words “anticipate,” “believe,” “consider,” “estimate,” “expect,”\n“forecast,” “intend,” “objective,” “plan,” “predict,” “projection,” “seek,” “strategy,” “target,” “will,” “may” or\nother words of similar meaning. Some of them are opinions formed based upon general observations, anecdotal evidence and industry experience, but that are not supported by specific investigation or analysis.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We\nwish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from what is anticipated by our forward-looking statements. The most\nimportant factors that could cause actual results to differ materially from those anticipated by our forward-looking statements include, but are not limited to: slowdowns in real estate markets in regions where we have significant Homebuilding or\nMultifamily development activities or own a substantial number of single-family homes for rent; decreased demand for our homes, either for sale or for rent, or Multifamily rental apartments; the potential impact of inflation; the impact of increased\ncost of mortgage financing for homebuyers, increased or continued high interest rates or increased competition in the mortgage industry; supply shortages and increased costs related to construction materials and labor; changes in trade policy\naffecting our business, including new or increased tariffs, as well as the potential impact of retaliatory tariffs and other penalties that may impact the cost of raw materials and other goods related to our homebuilding business; changes in U.S.\nand foreign governmental laws, regulations and policies, including retaliatory policies against the United States, that may impact our business and operations; cost increases related to real estate taxes and insurance; the effect of increased\ninterest rates with regard to our funds’ borrowings on the willingness of the funds to invest in new projects; reductions in the market value of the Company’s investments in public companies; natural disasters or catastrophic events for\nwhich our insurance may not provide adequate coverage; our inability to successfully execute our strategies, including our land-light strategy; problems exercising options to purchase homesites; a decline in the value of the land and home\ninventories we maintain and resulting possible future write downs of the carrying value of our real estate assets; the forfeiture of deposits related to land purchase options we decide not to exercise; the potential negative impact to our business\nof public health issues; labor shortages and/or a decrease in the number of potential homebuyers due to increased enforcement of restrictions on immigration; possible unfavorable outcomes in legal proceedings; changes in general economic and\nfinancial conditions that reduce demand for our products and services, lower our profit margins or reduce our access to credit; our inability to acquire land at anticipated prices; the possibility that we will incur nonrecurring costs that affect\nearnings in one or more reporting periods; the possibility that the benefit from our increasing use of technology will not justify its cost; increased competition for home sales from other sellers of new and resale homes; becoming unable to pay down\ndebt; government actions or other factors that might force us to terminate our program of repurchasing our stock; the failure of the participants in various joint ventures to honor their commitments; difficulty obtaining land-use entitlements or construction financing; harm to our business from information technology failures and data security breaches; new laws or regulatory changes that adversely affect the profitability of our\nbusinesses (including changes in tax laws or liabilities); our inability to refinance our debt on terms that are as favorable as our current arrangements; and changes in accounting conventions that adversely affect our reported earnings.

The list of risks above is not exhaustive. New risk factors emerge from time to time and it is not possible for management to predict all\nrisks that might affect our business. Nothing in this prospectus is intended to give assurance regarding our future results or achievements. You should not place undue reliance on the forward-looking statements contained or incorporated in this\nprospectus, which speaks only as of its date.

Please see our Form 10-K for the fiscal year ended\nNovember 30, 2025 and our other filings with the SEC for a further discussion of these and other risks and uncertainties which could affect our future results. We undertake no obligation, other than those imposed by securities laws, to publicly\nrevise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events.

USE OF PROCEEDS

Unless otherwise specified in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities offered\nby this prospectus for general corporate purposes, which may include the repayment of indebtedness, working capital, capital expenditures, acquiring and developing land and repaying or repurchasing existing debt. Pending use for these purposes, we\nmay invest proceeds from the sale of the securities in short-term marketable securities. Unless the applicable prospectus supplement indicates otherwise, we will not receive any proceeds from the sale of securities by selling stockholders.

SELLING STOCKHOLDERS

We may register securities covered by this prospectus to permit selling stockholders to resell their securities. We may register securities\nfor resale by selling stockholders by filing a prospectus supplement with the SEC. The prospectus supplement would set forth information about the selling stockholders, including their names, the amounts of their securities that will be sold, their\nbeneficial ownership of the securities and their relationship with us.

DESCRIPTION OF DEBT SECURITIES\n

The following is a description of the general terms and provisions that may apply to debt securities we offer. The particular terms\nof any debt securities that are offered will be described in the prospectus supplement relating to those debt securities, which may add, update or change the terms described in this prospectus. To review the terms of any debt securities offered by\nthis prospectus, you must review both this prospectus and the relevant prospectus supplement.

We may issue debt securities under either\n(a) an indenture dated as of December 31, 1997, with The Bank of New York Mellon, as trustee (the “current indenture”), or (b) one or more other indentures with that or another trustee. We may supplement any of these\nindentures from time to time. The following paragraphs describe the provisions of the current indenture. We have filed the current indenture, as an exhibit to Registration Statement File No. 333-45527, at\nwhich time the trustee was J.P. Morgan Trust Company, N.A., the successor in interest to the original trustee, The First National Bank of Chicago. You can inspect that indenture as described under “Where You Can Find More Information”.\n

General

The debt securities will be\ndirect, unsecured obligations of our Company and may be either senior debt securities or subordinated debt securities. Some or all of the co-registrants under the registration statement which includes this\nprospectus (each of which is our direct or indirect wholly-owned subsidiary) may guaranty our payment of debt securities issued under this prospectus. In addition, the debt securities may be secured by the shares of some or all of our subsidiaries\nor by other assets. None of the indentures relating to our currently outstanding debt securities limits the principal amount of debt securities that we may issue. We may issue debt securities in one or more series. An indenture or a supplemental\nindenture will set forth specific terms of each series of debt securities. There will be prospectus supplements relating to particular issues or series of debt securities. Each prospectus supplement will describe:

\n\n\n\n\n

•

the title of the debt securities and whether the debt securities are senior or subordinated debt securities;\n

\n\n\n\n\n

•

any limit upon the aggregate principal amount of the issue or series of debt securities which we may issue;\n

\n\n\n\n\n

•

the date or dates on which principal of the debt securities will be payable and the amount of principal which\nwill be payable;

\n\n\n\n\n

•

the rate or rates (which may be fixed or variable) at which the debt securities will bear interest, if any, or\ncontingent interest, if any, as well as the dates from which interest will accrue, the dates on which

\n\n\n

\ninterest will be payable, the persons to whom interest will be payable, if other than the registered holders on the record date, and the record date for the interest payable on any payment date;\n

\n\n\n\n\n

•

the currency or currencies in which principal, premium, if any, and interest, if any, will be paid;\n

\n\n\n\n\n

•

whether our obligations with regard to the debt securities are guaranteed by some or all of our subsidiaries;\n

\n\n\n\n\n

•

whether our obligations with regard to the debt securities are secured by shares of some or all of our\nsubsidiaries or by other assets;

\n\n\n\n\n

•

the place or places where principal, premium, if any, and interest, if any, on the debt securities will be\npayable and where debt securities which are in registered form can be presented for registration of transfer or exchange;

\n\n\n\n\n

•

any provisions regarding our right to redeem debt securities or of holders to require us to redeem debt\nsecurities;

\n\n\n\n\n

•

the right, if any, of holders of the debt securities to convert them into common stock or other securities,\nincluding any contingent conversion provisions;

\n\n\n\n\n

•

any provisions requiring or permitting us to make payments to a sinking fund which will be used to redeem debt\nsecurities or a purchase fund which will be used to purchase debt securities;

\n\n\n\n\n

•

any index or formula used to determine the required payments of principal, premium, if any, or interest, if any;\n

\n\n\n\n\n

•

the percentage of the principal amount of the debt securities which is payable if maturity of the debt securities\nis accelerated because of a default;

\n\n\n\n\n

•

any special or modified events of default or covenants with respect to the debt securities;\n

\n\n\n\n\n

•

and any other material terms of the debt securities.

None of the indentures relating to Lennar Corporation’s currently outstanding debt securities contains any restrictions on the payment\nof dividends or the repurchase of our securities or any financial covenants. However, supplemental indentures relating to particular series of debt securities, or future indentures, may contain provisions of that type.

We may issue debt securities at a discount from, or at a premium to, their stated principal amount. A prospectus supplement may describe\nfederal income tax considerations and other special considerations applicable to a debt security issued with original issue discount or at a premium.

If the principal of, premium, if any, or interest, if any, with regard to any series of debt securities is payable in a foreign currency, then\nin the prospectus supplement relating to those debt securities, we will describe any restrictions on currency conversions, tax considerations or other material restrictions with respect to that issue of debt securities.

Form of Debt Securities

We may issue\ndebt securities in registered form without coupon, unless otherwise provided in a supplemental indenture relating to a particular issue or series of debt securities.

We may issue debt securities of an issue or a series in the form of one or more global certificates evidencing all or a portion of the\naggregate principal amount of the debt securities of that issue or series. We may deposit the global certificates with depositaries, and the global certificates may be subject to restrictions upon transfer or upon exchange for debt securities in\nindividually certificated form.

Events of Default and Remedies

An event of default with respect to each issue or series of debt securities will include:

\n\n\n\n\n

•

our default in payment of the principal of or premium, if any, on debt securities of the issue or series beyond\nany applicable grace period;

\n\n\n\n\n

•

our default for 30 days or a different period specified in a supplemental indenture, which may be no period, in\npayment of any installment of interest due with regard to debt securities of the issue or series;

\n\n\n\n\n

•

our default for 60 days after notice or a different period specified in a supplemental indenture, which may be no\nperiod, in the observance or performance of any other covenants in the indenture; and

\n\n\n\n\n

•

certain events involving our bankruptcy, insolvency or reorganization.

Supplemental indentures relating to particular issues or series of debt securities may include other events of default.

The current indenture provides that the trustee may withhold notice to the holders of any issue or series of debt securities of any default\n(except a default in payment of principal, premium, if any, or interest, if any) if the trustee considers it in the interest of the holders to do so.

The current indenture provides that if any event of default has occurred and is continuing, the trustee or the holders of not less than 25% in\nprincipal amount of the issue or series of debt securities then outstanding may declare the principal of and accrued interest, if any, on all the debt securities of that issue or series to be due and payable immediately. However, if we cure all\ndefaults (except the failure to pay principal, premium or interest which became due solely because of the acceleration) and certain other conditions are met, that declaration may be annulled and past defaults may be waived by the holders of a\nmajority in principal amount of the issue or series of debt securities then outstanding.

The holders of a majority of the outstanding\nprincipal amount of an issue or series of debt securities will have the right to direct the time, method and place of conducting proceedings for any remedy available to the trustee, subject to certain limitations specified in the indenture.

A prospectus supplement will describe any additional or different events of default which apply to any issue or series of debt securities.\n

Modification of an Indenture

We and\nthe trustee under an indenture may:

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without the consent of holders of debt securities, modify the indenture to cure errors or clarify ambiguities;\n

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without the consent of holders of debt securities, modify or supplement the indenture or debt securities to make\nany change that does not materially adversely affect the rights of any debt security holder;

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with the consent of the holders of not less than a majority in principal amount of the debt securities which are\noutstanding under the indenture, modify the indenture or the rights of the holders of the debt securities generally; and

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with the consent of the holders of not less than a majority in outstanding principal amount of any issue or\nseries of debt securities, modify any supplemental indenture relating solely to that series of debt securities or the rights of the holders of that issue or series of debt securities.

However, we may not:

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extend the fixed maturity of any debt securities, reduce the rate or extend the time for payment of interest, if\nany, on any debt securities, reduce the principal amount of any debt securities or the premium, if any, on any debt securities, impair or affect the right of a holder to institute suit for the\n

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\npayment of principal, premium, if any, or interest, if any, with regard to any debt securities, change the currency in which any debt securities are payable or impair the right, if any, to\nconvert any debt securities into common stock or any other of our securities, without the consent of each holder of debt securities who will be affected; or

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reduce the percentage of holders of debt securities required to consent to an amendment, supplement or waiver,\nwithout the consent of the holders of all the then outstanding debt securities or outstanding debt securities of a series which will be affected.

Mergers and Other Transactions

The\ncurrent indenture provides that we may not consolidate with or merge into any other entity, or transfer or lease our properties and assets substantially as an entirety to another person, unless (1) the entity formed by the consolidation or into\nwhich we are merged, or which acquires or leases our properties and assets substantially as an entirety, assumes by a supplemental indenture all our obligations with regard to outstanding debt securities and our other covenants under the indenture,\nand (2) with regard to each issue or series of debt securities, immediately after giving effect to the transaction, no event of default, with respect to that series of debt securities, and no event which would become an event of default, will\nhave occurred and be continuing.

Guarantees

Debt securities may be guaranteed by some or all of our wholly-owned subsidiaries. Those guarantees may remain in effect for the life of the\nguaranteed debt securities, or may terminate on the occurrence of specified events or circumstances. The prospectus supplement describing an issue of debt securities that are guaranteed by some or all of our wholly-owned subsidiaries will identify\nthe guarantor subsidiaries, either by name or by category, and will describe the terms of the guarantee, including any conditions to its effectiveness and any events or circumstances under which it will be suspended or terminate.

Concerning the Trustees

The Bank of New\nYork Mellon, the trustee under our current indenture, or its affiliates, provide, and may continue to provide, loans and banking services to us in the ordinary course of their businesses.

Governing Law

Each of our indentures,\neach supplemental indenture, and the debt securities issued under them will be governed by, and construed in accordance with, the laws of New York State.

DESCRIPTION OF WARRANTS

Each issue of warrants will be the subject of a warrant agreement which will contain the terms of the warrants. We will distribute a\nprospectus supplement with regard to each issue of warrants. Each prospectus supplement will describe, as to the warrants to which it relates:

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the securities which may be purchased by exercising the warrants (which may be Class A common stock,\nClass B common stock, preferred shares, participating preferred shares, debt securities, depositary shares or units consisting of two or more of those types of securities);

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the exercise price of the warrants (which may be wholly or partly payable in cash or wholly or partly payable\nwith other types of consideration);

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the period during which the warrants may be exercised; any provision adjusting the securities which may be\npurchased on exercise of the warrants and the exercise price of the warrants in order to prevent dilution or otherwise;

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the place or places where warrants can be presented for exercise or for registration of transfer or exchange; and\n

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any other material terms of the warrants.

DESCRIPTION OF CAPITAL STOCK

General

The following description\nsummarizes the most important terms of our Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”), relating to the rights of holders of our capital stock. Because it is only a summary, it does not contain all\nthe information that may be important to you. For a complete description of the matters set forth in this “Description of Capital Stock,” you should refer to our Certificate of Incorporation and\nBy-Laws, as amended (“By-Laws”), which are included as exhibits to our Annual Report on Form 10-K, and to the\napplicable provisions of Delaware law. At the date of this prospectus, we were authorized to issue up to 400,000,000 shares of Class A common stock, $0.10 par value, 90,000,000 shares of Class B common stock, $0.10 par value, 100,000,000\nshares of participating preferred stock, $0.10 par value, and 500,000 shares of preferred stock, $10.00 par value. As of December 31, 2025, 215,769,742 shares of our Class A common stock, 31,217,013 shares of our Class B common stock\nand no shares of participating preferred stock or preferred stock were outstanding. Our Class A common stock is listed on the New York Stock Exchange under the symbol “LEN” and our Class B common stock is listed on the New York\nStock Exchange under the symbol “LEN.B.”

Description of Common Stock

We have two classes of common stock: Class A common stock and Class B common stock. The two classes are identical in every respect,\nexcept as to voting rights and, to a limited extent, in connection with distributions by us of our stock other than preferred stock.

Rights Relating\nto Dividends and Distributions

Subject to preferences that may apply to any shares of preferred stock and participating preferred\nstock that are outstanding at the time, the holders of shares of Class A common stock and Class B common stock are entitled to share equally, on a per share basis, in any dividends or distributions that our Board of Directors may declare.\nEach dividend or distribution will be payable to the holders of our Class A common stock and Class B common stock without regard to class, except that in the case of dividends or distributions payable in our stock other than preferred\nstock, our Board of Directors may determine that the holders of Class A common stock will receive additional shares of Class A common stock, and the holders of Class B common stock will receive additional shares of Class B common\nstock.

Voting Rights

Each share of\nClass A common stock entitles the holder to one vote on each matter, and each share of Class B common stock entitles the holder to ten votes on each matter submitted to the vote of the common stockholders. With respect to matters on which\nstockholders are entitled to vote, holders of shares of Class A common stock and Class B common stock vote together as a single class; provided, however, that amendments to provisions of our Certificate of Incorporation relating to the\nClass A common stock or the Class B common stock require the approval of a majority of the shares of Class A common stock which are voted with regard to them, as well as approval of a majority in voting power of all the outstanding\nClass A common stock and Class B common stock combined. Also, under the Delaware General Corporation Law (“DGCL”), certain matters affecting the rights of holders of only Class A or Class B common stock may require\napproval of the holders of the Class A or Class B common stock voting as a separate class. The holders of our common stock do not have cumulative voting rights.

Liquidation Rights

We currently have no outstanding preferred stock or participating preferred stock. While that continues to be the case, if we are liquidated,\nthe holders of our Class A and Class B common stock will be entitled to share equally on a per share basis, without regard to class, in the assets available for distribution after we have satisfied our debts and liabilities.

If we are liquidated at a time when there are outstanding shares of preferred stock, but not of participating preferred stock, the holders of\nour Class A and Class B common stock will be entitled to share equally on a per share basis, without regard to class, in the assets available for distribution after we have satisfied our debts and liabilities and made any distributions we\nare required to make with regard to the preferred stock.

If we are liquidated at a time when there are outstanding shares of\nparticipating preferred stock, the right of holders of Class A and Class B common stock to receive liquidating dividends will be limited as described under “Description of Participating Preferred Stock.”

Termination of Class Rights and Powers

If at any time (i) the number of outstanding shares of our Class B common stock is less than 10% of the number of outstanding shares\nof Class A common stock and Class B common stock taken together, or (ii) the holders of a majority of the outstanding shares of Class B common stock vote to cause all the Class B common stock to be converted into\nClass A common stock, the Class B common stock will automatically be converted into, and become for all purposes, shares of Class A common stock, and we will no longer be authorized to issue Class B common stock.

Other Rights or Restrictions

Under our\nCertificate of Incorporation and By-Laws as they currently exist, our common stock is not subject to provisions relating to conversion, sinking funds, redemption, preemption rights, liability to further calls\nor to assessment, restrictions on alienability or discrimination against any existing or prospective holder as a result of that holder’s owning a substantial amount of our securities. However, our Board of Directors could, without vote of our\nstockholders, amend our By-Laws or take other action at any time, subject to limitations imposed by Delaware law, to create restrictions on who could own our common stock or that would discriminate against\nexisting or prospective stockholders who own or propose to acquire more than specified percentages of our outstanding common stock.

Description of\nPreferred Stock

We may issue preferred stock in series with any rights and preferences that may be authorized by our Board of\nDirectors. We will distribute a prospectus supplement with regard to each series of preferred stock. Each prospectus supplement will describe, as to the series of preferred stock to which it relates:

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the title of the series;

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any limit upon the number of shares of the series which may be issued;

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the preference, if any, to which holders of the series will be entitled upon our liquidation;\n

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the date or dates on which we will be required or permitted to redeem shares of the series;\n

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the terms, if any, on which we or holders of the series will have the option to cause shares of the series to be\nredeemed;

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the voting rights of the holders of the series;

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the dividends, if any, which will be payable with regard to the series (which may be fixed dividends or\nparticipating dividends and may be cumulative or non-cumulative);

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the right, if any, of holders of the series to convert them into another class or series of our stock or\nsecurities, including provisions intended to prevent dilution of those conversion rights;

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any provisions by which we will be required or permitted to make payments to a sinking fund which will be used to\nredeem shares of the series or a purchase fund which will be used to purchase shares of the series; and

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any other material terms of the series.

Holders of shares of preferred stock will not have preemptive rights under our Certificate of Incorporation or under the DGCL, but the terms\nof particular series of preferred stock, or agreements into which we enter when we sell shares of preferred stock, may give rights that are similar to preemptive rights.

Description of Participating Preferred Stock

If we issue participating preferred stock, it will be identical with the Class A common stock in every way, except that (a) no cash\ndividends may be paid with regard to the Class A and Class B common stock in a calendar year until the holders of the participating preferred stock have received a total of $0.0125 per share, then no cash dividends may be paid in that year\nwith regard to the participating preferred stock until the holders of the Class A and Class B common stock have received dividends totaling $0.0125 per share, and then any additional dividends in the year will be paid on an equal per share\nbasis to the holders of the participating preferred stock and of the Class A and Class B common stock, (b) if we are liquidated, none of our assets may be distributed to the holders of the Class A and Class B common stock\nuntil the holders of the participating preferred stock have received distributions totaling $10 per share, then no assets may be distributed to the holders of the participating preferred stock until the holders of the Class A and Class B\ncommon stock have received distributions totaling $10 per share, and then any further liquidating distributions will be made on an equal per share basis to the holders of the participating preferred stock and of the Class A and Class B\ncommon stock, and (c) holders of participating preferred stock will vote separately on any proposed corporate actions which would change the participating preferred stock or would cause the holders of the participating preferred stock to\nreceive per share consideration in a merger or similar transaction which is different from the per share consideration received by the holders of the Class A and Class B common stock.

Anti-Takeover Effects of our Certificate of Incorporation and By-Laws

Our Certificate of Incorporation and By-Laws have provisions that could have the effect of making it\nmore difficult for somebody who wanted to take control of us to do so. They include:

Multi-Voting Stock. Holders of Class B\ncommon stock have substantial voting power because they have the ability to cast ten votes per share.

Advance Notice Requirements.\nA requirement that stockholders give advance notice of their intention to nominate candidates for election as directors or to bring other business before a meeting of stockholders.

Limit on Stockholder Ability to Nominate Candidates for Election as Directors. In order to be able to nominate a candidate for election\nor re-election to our Board of Directors, a person must own and have owned for at least one year of record and beneficially at least $2,000 in market value or 1% of our outstanding common stock of both classes\ncombined.

Limit on Stockholder Ability to Request Record Date for Action by Stockholder Consent. In order to be able to request\nthat our Board of Directors fix a record date for the taking of action by written consent, a person must own and have owned for at least one year of record and beneficially at least $2,000 in market value or 1% of our outstanding common stock of\nboth classes combined.

Requirement for Calling of Special Meetings of Stockholders. Special meetings of our stockholders may be\ncalled by stockholders only upon the written request of the holders of at least a majority of all the outstanding shares of any class entitled to vote on the action proposed to be taken.

Undesignated Preferred Stock. Our Board of Directors is authorized to cause us to\nissue, without a stockholder vote, preferred stock, which could entitle holders to voting or other rights or preferences that could impede the success of any attempt to acquire us.

Board Authority to Amend By-Laws. Our Board of Directors has the authority to adopt, amend or\nrepeal our By-Laws without the approval of our stockholders.

Delaware Anti-Takeover Statute

We are subject to Section 203 of the DGCL, which, subject to limited exceptions, prohibits a publicly-held Delaware corporation from\nengaging in a business combination with an entity controlled by a person who, together with the person’s affiliates and associates, acquires without the prior approval of the corporation’s board of directors more than 15%, but less than\n85%, of the corporation’s voting securities (excluding for purposes of calculating the 85% shares owned by officers, directors or certain employee stock plans) until three years after the person, together with the person’s affiliates and\nassociates, became the owner of more than 15% of the corporation’s voting securities, unless the business combination is approved by the affirmative vote of holders of more than 66 2/3% of the outstanding voting stock that is not owned by the\nperson who acquired more than 15% of the corporation’s voting securities or that person’s affiliates or associates.

DESCRIPTION OF DEPOSITARY SHARES

We may issue depositary receipts representing interests, which are called depository shares, in\nshares of our common stock of either class or of particular series of preferred stock. If we did so, we would deposit the common or preferred stock which is the subject of such depositary shares with a depositary, which would hold that common or\npreferred stock for the benefit of the holders of the depositary shares, in accordance with a deposit agreement between the depositary and us. The holders of depositary shares would be entitled to all the rights and preferences of the common or\npreferred stock to which the depositary shares relate, including dividend, voting, conversion, redemption and liquidation rights, to the extent of their interests in that common or preferred stock.

While the deposit agreement relating to a particular class or series of common or preferred stock may have provisions applicable solely to\nthat class or series of stock, all deposit agreements relating to common or preferred stock we issue would include the following provisions:

Dividends and Other Distributions. Each time we pay a cash dividend or make any other type of cash distribution with regard to the\ncommon stock or to the preferred stock of a series, the depositary will distribute to the holder of record of each depositary share relating to that common stock or to that series of preferred stock an amount equal to the dividend or other\ndistribution per depositary share the depositary receives. If there is a distribution of property other than cash, the depositary either will distribute the property to the holders of depositary shares in proportion to the depositary shares held by\neach of them, or the depositary will, if we approve, sell the property and distribute the net proceeds to the holders of the depositary shares in proportion to the depositary shares held by them.

Withdrawal of Preferred Stock. A holder of depositary shares will be entitled to receive, upon surrender of depositary receipts\nrepresenting depositary shares, the number of shares of the applicable class of common stock or series of preferred stock, and any money or other property, to which the depositary shares relate.

Redemption of Depositary Shares. Whenever we redeem shares of a series of preferred stock held by a depositary, the depositary will be\nrequired to redeem, on the same redemption date, depositary shares constituting, in total, the number of shares of that series held by the depositary which we redeem, subject to the depositary’s receiving the redemption price of those shares.\nIf fewer than all the depositary shares relating to a series are to be redeemed, the depositary shares to be redeemed will be selected by lot or by another method we determine to be equitable.

Voting. Any time we send a notice of meeting or other materials relating to a meeting\nto the holders of a class of common stock or a series of preferred stock to which depositary shares relate, we will provide the depositary with sufficient copies of those materials so they can be sent to all holders of record of the applicable\ndepositary shares, and the depositary will send those materials to the holders of record of the depositary shares on the record date for the meeting. The depositary will solicit voting instructions from holders of depositary shares and will vote or\nnot vote the common or preferred stock to which the depositary shares relate in accordance with those instructions.

Liquidating\nDistributions. Upon our liquidation, dissolution or winding up, the holder of each depositary share will be entitled to what the holder of the depositary share would have received if the holder had owned the number of shares of common stock or\nof the series of preferred stock which is represented by the depositary share.

Conversion. If shares of a series of preferred\nstock are convertible into common stock or other of our securities or property, holders of depositary shares relating to that series of preferred stock will, if they surrender depositary receipts representing depositary shares with appropriate\ninstructions to convert them, receive the shares of common stock or other securities or property into which the number of shares of the series of preferred stock to which the depositary shares relate could at the time be converted.

Amendment and Termination of a Deposit Agreement. We and the depositary may amend a deposit agreement, except that an amendment which\nmaterially and adversely affects the rights of holders of depositary shares, or would be materially and adversely inconsistent with the rights granted to the holders of the class of common stock or series of preferred stock to which they relate,\nmust be approved by holders of at least two-thirds of the outstanding depositary shares. No amendment will impair the right of a holder of depositary shares to surrender the depositary receipts evidencing\nthose depositary shares and receive the common or preferred stock to which they relate, except as required to comply with law. We may terminate a deposit agreement with the consent of holders of a majority of the depositary shares to which it\nrelates. Upon termination of a deposit agreement, the depositary will make the shares of common or preferred stock to which the depositary shares issued under the deposit agreement relate available to the holders of those depositary shares. A\ndeposit agreement will automatically terminate if:

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all outstanding depositary shares to which it relates have been withdrawn, redeemed or converted; or\n

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the depositary has made a final distribution to the holders of the depositary shares issued under the deposit\nagreement upon our liquidation, dissolution or winding up.

Miscellaneous. There will be provisions\n(i) requiring the depositary to forward to holders of record of depositary shares any reports or communications from us which the depositary receives with respect to the common or preferred stock to which the depositary shares relate,\n(ii) regarding compensation of the depositary, (iii) regarding resignation of the depositary, (iv) limiting our liability and the liability of the depositary under the deposit agreement (usually to failure to act in good faith, gross\nnegligence or willful misconduct) and (v) \nindemnifying the depositary against certain possible liabilities.

DESCRIPTION OF UNITS

We may issue securities in units, each consisting of two or more types of securities. For example, we might issue units consisting of a\ncombination of debt securities and warrants to purchase common stock. If we issue units, the prospectus supplement relating to the units will contain the information described above with regard to each of the securities that is a component of the\nunits. In addition, each prospectus supplement relating to units will:

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state how long, if at all, the securities that are components of the units must be traded in units, and when they\ncan be traded separately;

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state whether we will apply to have the units traded on a securities exchange or securities quotation system; and\n

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describe how, for U.S. federal income tax purposes, the purchase price paid for the units is to be allocated\namong the component securities.

PLAN OF DISTRIBUTION

We may sell the securities:

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to or through underwriters or dealers;

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through agents;

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directly to purchasers; or

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through a combination of any such methods of sale.

We will describe in a prospectus supplement the particular terms of the offering of the securities to which the prospectus supplement relates,\nincluding the following:

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the names of any underwriters or dealers;

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the purchase price and the proceeds we will receive from the sale (which may be at a fixed price or prices, the\nmarket price prevailing at the time of sale, a price related to the prevailing market price or a negotiated price);

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any underwriting discounts and other items constituting underwriters’ compensation;

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any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers;\n

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any over-allotment options granted to the underwriters; and

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any other information we think is important.

If securities are sold in an underwritten offering, we will execute an underwriting agreement with an underwriter or underwriters. The\nunderwriters will use this prospectus and the prospectus supplement to sell the securities. The underwriting agreement will provide that the obligations of the underwriters are subject to specified conditions precedent and that the underwriters will\nbe obligated to purchase all the securities if any are purchased. Underwriters may be involved in any at the market offering of securities by or on our behalf.

In connection with the sale of securities, underwriters may receive compensation from us in the form of underwriting discounts or commissions.\nThey may also receive commissions from purchasers of securities for whom they may act as agent. Underwriters may sell securities to or through dealers. These dealers may receive compensation in the form of discounts, concessions or commissions from\nthe underwriters, and they may also receive commissions from purchasers for whom they may act as agent.

Offers to purchase securities may\nbe solicited by agents designated by us from time to time. Any agent involved in the offer or sale of the securities in respect of which this prospectus is delivered will be named, and any commissions payable by us to the agent will be set forth, in\nthe applicable prospectus supplement. Unless otherwise set forth in the applicable prospectus supplement, any agent will be acting on a reasonable best efforts basis for the period of its appointment. Any agent may be deemed to be an underwriter, as\nthat term is defined in the Securities Act of 1933, as amended, or the Securities Act, of the offered securities so offered and sold.

If\nwe directly use a dealer in the sale of the securities, we will sell the securities to the dealer, as principal. The dealer may then resell these securities to the public at varying prices to be determined by the dealer at the\n

\ntime of resale. The prospectus supplement will name the dealers and describe the terms of our arrangements with them. A dealer may sell some or all of the securities to other dealers. To the\nextent that we are aware of the terms under which securities may be sold by a dealer to another dealer, we will describe those terms in the applicable prospectus supplement.

Underwriters, dealers and agents participating in the distribution of securities may be deemed to be underwriters under the Securities Act.\nAlso any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters, dealers and agents may be entitled\nunder agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act, and to reimbursement by us for various expenses.

In order to facilitate an offering of our securities, any underwriters or agents, as the case may be, involved in the offering of such\nsecurities may engage in transactions that stabilize, maintain or otherwise affect the price of such securities. Specifically, the underwriters or agents, as the case may be, may overallot in connection with the offering, creating a short position\nin the securities for their own account. In addition, to cover overallotments or to stabilize the price of such securities, the underwriters or agents, as the case may be, may bid for, and purchase, securities in the open market. Finally, in any\noffering of our securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allotted to an underwriter or a dealer for distributing such securities in the offering if the syndicate repurchases\npreviously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels.\nThe underwriters or agents, as the case may be, are not required to engage in these activities, and may end any of these activities at any time.

We may offer and sell securities directly to institutional investors or others. These parties may be deemed to be underwriters under the\nSecurities Act with respect to their resales. The prospectus supplement applicable to transactions of that type will include the terms of the transactions.

As long as our Class A and Class B common stock is listed on the NYSE, any Class A or Class B common stock we sell\npursuant to this prospectus will be listed on the NYSE, subject to official notice of issuance. Any other securities sold pursuant to this prospectus may or may not be listed on a national securities exchange or a foreign securities exchange. The\nsecurities may not have an established trading market. No assurances can be given that there will be a market for any of the securities.

Agents, underwriters and dealers may be customers of, engage in transactions with, or perform services for, us and our subsidiaries in the\nordinary course of business.

EXPERTS

The consolidated financial statements of Lennar Corporation incorporated by reference in this Prospectus, and the effectiveness of Lennar\nCorporation’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such consolidated financial statements are incorporated\nby reference in reliance upon the reports of such firm, given their authority as experts in accounting and auditing.

LEGAL OPINIONS

Cleary Gottlieb Steen & Hamilton LLP, New York, New York, or other counsel selected by the Company with\nregard to a particular offering, who will be named in the prospectus supplement relating to that offering, will pass upon the validity of any securities we offer by this prospectus. If the validity of any securities is also passed upon by counsel\nfor the underwriters of an offering of those securities, that counsel will be named in the prospectus supplement relating to that offering.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings with the SEC are available to\nthe public on the SEC’s Internet website at http://www.sec.gov.

The information in this prospectus and any prospectus supplement\nmay not be all of the information that is important to you. You should read the entire prospectus and the applicable prospectus supplement, as well as the documents incorporated by reference in this prospectus and any prospectus supplement, before\nmaking an investment decision.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We are allowed to “incorporate by reference” the information in documents we file with the SEC, which means that we can disclose\nimportant information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Information that we file with the SEC subsequent to the date of this prospectus will automatically\nupdate and supersede the information included and/or incorporated by reference in this prospectus. We incorporate into this prospectus by reference the following documents we have filed with the SEC (but not information we furnished pursuant to Item\n2.02 or Item 7.01 of Form 8-K or related exhibits), each of which should be considered an important part of this prospectus:

Commission Filing (File No. 1-11749)

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Annual Report on Form\n10-K for the year ended November 30, 2025

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Quarterly Report on Form\n 10-Q for the quarter ended February 28, 2026

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Definitive Proxy Statement on Schedule\n 14A filed with the SEC on February 26, 2026

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Description of our Class \nA common stock contained in the Registration Statement on Form 8-A filed with the SEC on May 21, 1996, and any amendment\nor report filed for the purpose of updating such description, including the description of our Class A and Class \nB common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended\nNovember 30, 2019

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Description of our Class \nB common stock contained in the Registration Statement on Form 8-A filed with the SEC on April 8, 2003, and\nany amendment or report filed for the purpose of updating such description, including the description of our Class A and Class \nB common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended\nNovember 30, 2019

\n\n\n\n\n

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All subsequent documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act filed with the\nSEC after the date of this prospectus

Any statement contained in a document deemed to be incorporated by reference\nherein shall be deemed to be modified or superseded for purposes of this prospectus and registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by\nreference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus and registration statement. While any securities\ndescribed herein remain outstanding, we will make available at no cost, upon written or oral request, to any beneficial owner and any prospective purchaser of securities described herein, any of the documents incorporated by reference in this\nprospectus and registration statement by writing to us at Lennar Corporation, 5505 Waterford District Drive, Miami, Florida 33126, Attention: Office of the Chief Legal Officer, or upon oral request by calling our Office of the Chief Legal Officer at\n(305) 559-4000.

In addition, we make available free of charge through the Investor Relations page\non our website at http://www.lennar.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on\n

\nForm 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.\nOther than the information expressly incorporated by reference into this prospectus, information on, or accessible through, our website is not a part of this prospectus, any prospectus supplement or the registration statement of which this\nprospectus is a part.

Exhibits to an incorporated document will not be provided unless the exhibit is specifically incorporated by\nreference into this prospectus.

$600,000,000

$300,000,000 5.700% Senior Notes due 2029

$300,000,000 5.950% Senior Notes due 2032

\n\n\n $\"LOGO\"$ \n

PROSPECTUS SUPPLEMENT

OCTOBER 13, 2026

(TO\nPROSPECTUS DATED APRIL 10, 2026)

Joint Book-Running Managers

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n



BBVA	BofA Securities	Goldman Sachs & Co. LLC	J.P. Morgan

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n



Mizuho	Truist Securities	Wells Fargo Securities

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n



BMO Capital Markets	Citigroup	Citizens Capital Markets

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n



Fifth Third Securities	Huntington Capital Markets	PNC Capital Markets LLC	Scotiabank

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n



ING		TD Securities

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