GAMCO INVESTORS, INC. ET AL → LENNAR CORP /NEW/ LEN-B

On October 21, 2025, the Issuer sent correspondence to the Reporting Persons, which the Issuer filed publicly on the same date, indicating, among other things, that under the Issuer's current Restated Certificate of Incorporation (as amended), holders of the Issuer's Class B common stock are not permitted to convert such shares into Class A common stock absent a further amendment to the certificate of incorporation, and that implementing such an amendment would require stockholder approval. The Issuer further indicated that the Restated Certificate of Incorporation requires that the number of outstanding Class B shares represent at least 10% of the combined total of outstanding Class A and Class B shares in order for the Class B shares to remain outstanding, and that a failure to satisfy such requirement would result in the automatic conversion of all outstanding Class B shares into Class A shares. The Reporting Persons believe that the Issuer should allow shareholders the opportunity to vote on proposed amendments to the certificate of incorporation that would (i) permit the convertibility of the Issuer's Class B common stock into Class A common stock and (ii) eliminate the minimum outstanding Class B share requirement so that any such convertibility would not, absent stockholder approval, result in the automatic conversion of the Issuer's Class B common stock, in order to allow shareholders to determine the appropriate capital structure and governance framework of the Issuer. As context, as of August 31, 2025, as reported in the Issuer's most recent Quarterly Report on Form 10-Q, the Issuer had 223,803,530 shares of Class A common stock and 31,217,013 shares of Class B common stock outstanding. The Issuer has also publicly disclosed the completion of the Millrose exchange offering, which reduced the number of outstanding Class A shares from the amounts reported in the Form 10-Q.