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

July 31, 2023

Date of Report (Date of earliest event reported)

LENNAR CORPORATION

(Exact name of registrant as specified in its charter)

5505 Blue Lagoon 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 3, 2023, Lennar Corporation (the “Company”) announced that the Board of Directors (the “Board”) of the Company, upon the recommendation of the Board’s Nominating and Corporate Governance Committee, had elected Serena Wolfe to serve as a director, effective September 2, 2023, for a term of office expiring at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), at which time her continued Board service will be subject to stockholder approval. Ms. Wolfe has not been assigned to any committees of the Board.

Ms. Wolfe has served as Chief Financial Officer of Annaly Capital Management, a leading diversified capital manager with investment strategies across mortgage finance, since December 2019. Prior to joining Annaly in 2019, Ms. Wolfe had served as a Partner at Ernst & Young (“E&Y”) since 2011. Ms. Wolfe held a variety of roles across industries since beginning her career at E&Y in 1998, including most recently as E&Y’s Central Region Real Estate Hospitality & Construction leader from 2017 to November 2019. Ms. Wolfe has nearly 25 years of experience in accounting, of which 18 years were focused solely on the real estate and financial services sectors.

The Board has determined that Ms. Wolfe qualifies as independent under the independence standards set forth in the corporate governance listing standards of the New York Stock Exchange. There are no arrangements or understandings between Ms. Wolfe and any other persons with respect to her election as a director. Neither Ms. Wolfe nor any immediate family member of Ms. Wolfe has been a participant in any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.

Consistent with the Company’s other non-management directors, Ms. Wolfe will participate in the Company’s outside director compensation program, which provides that directors receive an annual equity grant of the Company’s Class A common stock (“Class A Common Stock”), an outside director retainer of $140,000 paid in $35,000 quarterly increments, half in shares of Class A Common Stock and half in cash, and committee fees, as applicable. Ms. Wolfe will receive the prorated portions of the annual equity grant of Class A Common Stock and the outside director retainer based on her period of service until the 2024 Annual Meeting.

A copy of the press release announcing the election of Ms. Wolfe as a director of the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

Contact:

Ian Frazer

Investor Relations

Lennar Corporation

(305) 485-4129

FOR IMMEDIATE RELEASE

Lennar Elects Serena Wolfe to the Board of Directors

MIAMI, August 3, 2023 – Lennar Corporation (NYSE: LEN and LEN.B), one of the nation’s leading homebuilders, announced today that Lennar's Board of Directors has elected Serena Wolfe to serve as a member of the Board of Directors, effective September 2, 2023, for a term extending until Lennar’s 2024 Annual Meeting of Stockholders.

Ms. Wolfe has served as Chief Financial Officer of Annaly Capital Management, a leading diversified capital manager with investment strategies across mortgage finance since December 2019. Prior to joining Annaly in 2019, Ms. Wolfe had served as a Partner at Ernst & Young since 2011. Ms. Wolfe held a variety of roles across industries since beginning her career at Ernst & Young in 1998, including most recently as Ernst & Young’s Central Region Real Estate Hospitality & Construction leader from 2017 to November 2019. Ms. Wolfe has nearly 25 years of experience in accounting, of which 18 years were focused solely on the real estate and financial services sectors. Ms. Wolfe is also currently a director of Doma Holdings, Inc., where she serves as the Chair of the Audit & Risk Committee.

Stuart Miller, Executive Chairman of Lennar, said, "I have worked alongside Serena for two years as a director of Doma Holdings, Inc., a publicly traded real estate technology company in which Lennar has an investment and where Serena also serves as a director and Chair of the Audit Committee. I have had the opportunity to watch the credible work that Serena has brought to the Board and the Audit Committee at Doma. Her outstanding credentials include two decades of experience in public accounting. Serena’s election to our Board will assure that Lennar continues to provide the precision and transparency in our financial reporting and to meet the rigorous standards for the conduct of our business that our investors have come to expect from our company."

About Lennar

Lennar Corporation, founded in 1954, is one of the nation’s leading builders of quality homes for all generations. Lennar builds affordable, move-up and active adult homes primarily under the Lennar brand name. Lennar’s Financial Services segment provides mortgage financing, title and closing services primarily for buyers of Lennar’s homes and, through LMF Commercial, originates mortgage loans secured primarily by commercial real estate properties throughout the United States. Lennar's Multifamily segment is a nationwide developer of high-quality multifamily rental properties. LENX drives Lennar's technology, innovation and strategic investments. For more information about Lennar, please visit www.lennar.com.