8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

October 25, 2023

Date of Report (Date of earliest event reported)

LENNAR CORPORATION

(Exact name of registrant as specified in its charter)

5505 Waterford District Drive, Miami, Florida 33126

(Address of principal executive offices) (Zip Code)

(305) 559-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On October 25, 2023, Lennar Corporation (the “Company”) issued a notice that pursuant to Section 2.02 of that certain Eleventh Supplemental Indenture dated as of November 5, 2015 (the “Supplemental Indenture”) among the Company, the guarantors named therein and The Bank of New York Mellon (as successor to The First National Bank of Chicago), as trustee (the “Trustee”), which supplements that certain Indenture dated as of December 31, 1997 (the “Indenture”), between the Company, as Issuer, and the Trustee, it had opted to redeem on November 29, 2023 (the “Redemption Date”) all of its outstanding 4.875% Senior Notes due 2023 (the “Notes”). The Notes were scheduled to mature on December 15, 2023. The redemption price will be equal to 100% of the principal amount of the Notes, plus accrued but unpaid interest to, but not including, the Redemption Date. As of October 25, 2023, the outstanding principal amount of the Notes was $378.2 million.

A copy of the Notice of Redemption is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

Exhibit 99.1

NOTICE OF OPTIONAL REDEMPTION

To the Holders of All Outstanding

LENNAR CORPORATION

4.875% Senior Notes due 2023

CUSIP Nos. 526057BW3*

October 25, 2023

NOTICE IS HEREBY GIVEN that, pursuant to Section 2.02 of the Eleventh Supplemental Indenture dated as of November 5, 2015 (the “Supplemental Indenture) among Lennar Corporation (the “Issuer”), a Delaware corporation, the guarantors named therein and The Bank of New York Mellon, as trustee (the “Trustee”) to an Indenture dated as of December 31, 1997 (the “Indenture”), relating to the Issuer’s 4.875% Senior Notes due 2023 (the “Notes”), and Paragraphs 5 and 6 of the Notes, the Issuer will redeem all of the outstanding Notes on November 29, 2023 (the “Redemption Date”). In addition, Holders will receive accrued but unpaid interest to, but not including, the Redemption Date. Capitalized terms used and not otherwise defined herein have the meanings given thereto in the Supplemental Indenture.

The Redemption Price will be equal to 100% of the principal amount of the Notes. The Issuer will also pay accrued and unpaid interest on the principal amount of the Notes to be redeemed up to, but not including, the Redemption Date. If the Notes were being redeemed on the date of this Notice (October 25, 2023), the Redemption Price would be 100% of the principal amount of the Notes.

The Notes must be presented and surrendered to the Trustee, acting in the capacity of Paying Agent (the “Paying Agent”), to collect the Redemption Price and any accrued interest. Interest on the Notes shall cease to accrue on and after the Redemption Date, and, unless the Issuer defaults in making the redemption payment, the only remaining right of the Holder with respect to Notes shall be to receive payment of the Redemption Price plus any accrued but unpaid interest upon presentation and surrender to the Paying Agent of the Notes.

The Notes must be presented and surrendered to the Paying Agent at the address below, or, for positions in the book-entry system, presented and surrendered in accordance with the applicable procedures of The Depositary Trust Company, to collect the Redemption Price plus any accrued but unpaid interest:

The method chosen for delivery of the Notes is at the option and risk of the Holder. If delivery is by mail, use of registered or certified mail, properly insured, is suggested.

LENNAR CORPORATION

*Neither the Issuer nor the Trustee will be held responsible for the selection or use of the CUSIP number, nor is any representation made as to the correctness or accuracy of the CUSIP number listed in this Notice of Optional Redemption or printed on the Notes. It is included solely for the convenience of the Holders.