Filed Pursuant to Rule 424(b)(3)
Registration No. 333-221738

January 4, 2018

PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT

Dear CalAtlantic and Lennar Stockholders,

CalAtlantic Group, Inc. (“CalAtlantic”) and Lennar Corporation (“Lennar”) have agreed to a strategic merger (the “Merger”) that will create the largest homebuilder in the United States and is expected to generate significant operating and administrative cost savings for the combined entity.

If the Merger is completed, each holder of a share of CalAtlantic common stock will become entitled to receive 0.885 shares of Lennar Class A common stock (NYSE:LEN) and 0.0177 shares of Lennar Class B common stock (NYSE:LENB). CalAtlantic stockholders will have the option to receive cash equal to $48.26 per CalAtlantic share instead of Lennar Class A and Class B common stock, subject to proration such that the CalAtlantic stockholders who elect to receive cash will receive in the aggregate no more than $1,162,250,000 in cash (which limits the cash elections to 24,083,091 shares of CalAtlantic common stock). If cash elections exceed this maximum amount, the cash paid to stockholders who elect to receive cash will be prorated, with the remainder of the merger consideration to which they are entitled being in the form of Lennar Class A and Class B common stock. On the last trading day before the Agreement and Plan of Merger, dated October 29, 2017 (the “merger agreement”), was signed, 0.885 shares of Lennar Class A common stock had a market value of $51.34, based on the closing price per share for such shares on the New York Stock Exchange (the “NYSE”) as of that date. The additional right to receive Lennar Class B common stock is the result of a stock dividend that Lennar distributed after the date of the merger agreement, which CalAtlantic stockholders will receive as though they had been Lennar stockholders on the record date for the stock dividend. On January 2, 2018, the most recent practicable trading day before the date of this joint proxy statement/prospectus, the last sale price of Lennar Class A common stock reported on the NYSE was $64.84 per share and the last sale price of Lennar’s Class B common stock reported on the NYSE was $52.61 per share. Based on those prices, the market value of 0.885 shares of Lennar Class A common stock and 0.0177 shares of Lennar Class B common stock was $58.31. The value of such Class A and Class B shares when the Merger is consummated will depend on the price per share of each class of Lennar’s common stock on the NYSE at that time. The Merger is intended to qualify as a “reorganization” for U.S. tax purposes, which means that CalAtlantic stockholders will not have a taxable event when they receive Lennar stock. They will have a taxable event to the extent they receive cash.

The CalAtlantic stockholders are being asked to vote on a proposal to adopt the merger agreement. The proposal requires the affirmative vote of the holders of a majority of the outstanding shares of CalAtlantic common stock entitled to vote on the proposal. MP CA Homes LLC, which owns approximately 24.4% of the outstanding shares of CalAtlantic, has agreed to vote all its shares in favor of the proposal.

The Lennar stockholders are being asked to vote on proposals to (i) approve the issuance of the Class A and Class B common stock in the Merger, and (ii) approve an amendment to Lennar’s certificate of incorporation increasing the number of authorized shares of Class A common stock to 400,000,000 shares from the 300,000,000 shares that are currently authorized. Without such an increase, the number of authorized but unissued shares of Lennar Class A common stock would be insufficient to enable Lennar to issue all of the shares of Lennar Class A common stock it would be required to issue in the Merger, if no CalAtlantic stockholders elect to receive cash in connection with the Merger. However, MP CA Homes, LLC has agreed that it will be deemed to have elected to receive cash with regard to the number of shares equal to any difference between the maximum

number of shares as to which CalAtlantic stockholders can make a cash election, and the number of shares as to which CalAtlantic stockholders elect to receive cash in the Merger. Based on the number of shares of CalAtlantic common stock outstanding on December 15, 2017, and taking account of the fact that the merger consideration for 24,083,091 shares will be cash, Lennar would issue in the merger 81,508,215 shares of Class A common stock and 1,630,164 shares of Class B common stock. Lennar will also issue additional shares in the future as result of conversions of CalAtlantic convertible debt securities and exercises of CalAtlantic options, restricted stock units and stock appreciation rights.

The proposal to approve the issuance of Class A and Class B common stock in the Merger requires the affirmative vote of a majority in voting power of the shares of Class A and Class B common stock that are voted at a meeting of Lennar stockholders at which a quorum is present (treating abstentions as votes against), voting together as though they were a single class. The proposal to amend the certificate of incorporation to increase the number of shares of Class A common stock that Lennar is authorized to issue requires (i) the affirmative vote of a majority in voting power of the outstanding shares of Class A and Class B common stock, voting together as though they were a single class and (ii) a majority of the shares of Class A common stock that are voted with regard to the proposal, in each case, at a meeting of Lennar stockholders at which a quorum is present. Stuart Miller, the Chief Executive Officer and a director of Lennar, and entities owned by trusts of which Mr. Miller and members of his family are the beneficiaries, which collectively have the right to cast approximately 39.0% of all the votes that can be cast by Lennar stockholders, have agreed to vote all their shares in favor of both of the proposals (subject to certain exceptions described in the accompanying joint proxy statement/prospectus). However, Mr. Miller and the entities owned by his family trusts own less than 1% of the outstanding Class A common stock, and therefore will not have a substantial impact on the separate vote of the Class A stockholders.

It is very important that you vote your shares. With regard to CalAtlantic stockholders, the CalAtlantic board of directors unanimously recommends that you vote “FOR” the proposal to adopt the merger agreement. With regard to Lennar stockholders, the Lennar board of directors unanimously recommends that you vote “FOR” the proposal to approve the issuance of shares in the Merger and “FOR” the proposal to amend Lennar’s certificate of incorporation to increase the number of shares of Class A common stock that Lennar is authorized to issue. Failure to vote will have the same effect as voting against the CalAtlantic proposal to adopt the merger agreement, and against the Lennar proposal to amend its certificate of incorporation (with regard to the combined vote of the Lennar Class A and Class B common stock).

The accompanying joint proxy statement/prospectus contains detailed information about the CalAtlantic and Lennar stockholders meetings and about the matters to be voted upon at those meetings. You should read the joint proxy statement/prospectus carefully, including the section captioned “Risk Factors” which begins on page 26, before you vote.

We look forward to the exciting strategic combination of CalAtlantic and Lennar.

Sincerely,

Neither the Securities and Exchange Commission nor any other federal or state governmental agency has approved or disapproved the Merger or the securities to be issued in connection with the Merger or determined whether the accompanying joint proxy statement/prospectus is accurate or complete. Any representation to the contrary would be a criminal offense.

This joint proxy statement/prospectus is dated January 4, 2018, and is first being mailed to CalAtlantic and Lennar stockholders on or about January 5, 2018.

CalAtlantic Group, Inc.

1100 Wilson Boulevard, #2100

Arlington, Virginia 22209

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON FEBRUARY 12, 2018

To the Stockholders of CalAtlantic Group, Inc.:

We are pleased to invite you to attend the special meeting of stockholders of CalAtlantic Group, Inc., a Delaware corporation, which we refer to as “CalAtlantic,” which special meeting will be held at CalAtlantic’s primary California office, at 15360 Barranca Parkway, Irvine, CA 92618, on February 12, 2018 at 9:30 a.m., Pacific time, for the following purposes:

Please refer to the joint proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the CalAtlantic special meeting.

The CalAtlantic board of directors has unanimously approved the merger agreement and the transactions contemplated by the merger agreement, including CalAtlantic’s merger with and into Merger Sub, with Merger Sub continuing as the surviving corporation in such merger, subject to the terms and conditions of the merger agreement, which we refer to as the “Merger,” and determined that the merger agreement and the transactions contemplated by the merger agreement, including the Merger, are advisable and in the best interests of CalAtlantic and its stockholders. The CalAtlantic board of directors unanimously recommends that the CalAtlantic stockholders vote “FOR” each of the proposals being submitted to a vote of the CalAtlantic stockholders at the CalAtlantic special meeting.

The CalAtlantic board of directors has fixed the close of business on January 4, 2018 as the record date for determination of the CalAtlantic stockholders entitled to receive notice of, and to vote at, the CalAtlantic special

meeting or any adjournments or postponements thereof. Only CalAtlantic stockholders of record at the close of business on the record date will be entitled to notice of or to vote at the CalAtlantic special meeting or any adjournments of it. The presence, either in person or represented by proxy, of the holders of record of a majority in voting interest of shares of CalAtlantic’s common stock that is entitled to vote at the meeting is necessary to constitute a quorum for the transaction of business at the meeting. To ensure that your vote is recorded, please provide your voting instructions as soon as possible, even if you plan to attend the meeting in person. We encourage you to vote via the Internet or by telephone. You also have the option of voting by completing, signing, dating and returning the proxy or voting information card that accompanied the printed materials. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote in person if you decide to attend the special meeting. Your proxy will be disregarded as to any matter on which you vote in person.

The proposal to adopt the merger agreement requires the affirmative vote of a majority of the outstanding shares of CalAtlantic common stock entitled to vote on the proposal. The proposal to approve certain compensatory arrangements between CalAtlantic and its named executive officers requires the affirmative vote of a majority in voting interest of the CalAtlantic stockholders present in person or represented by proxy at the CalAtlantic special meeting at which a quorum is present and entitled to vote on the proposals, although such vote will not be binding on CalAtlantic or the CalAtlantic board of directors or any of its committees. A list of the names of CalAtlantic stockholders of record will be available for ten days prior to the CalAtlantic special meeting for any purpose germane to the special meeting between the hours of 9:00 a.m. and 5:00 p.m., Eastern time, at CalAtlantic’s headquarters, 1100 Wilson Boulevard, #2100, Arlington, Virginia 22209. The CalAtlantic stockholder list will also be available at the CalAtlantic special meeting for examination by any stockholder present at such meeting.

Your vote is very important. Whether or not you expect to attend in person, we urge you to submit a proxy to vote your shares as promptly as possible by (1) logging onto http://www.proxyvote.com and following the prompts on your proxy card; (2) dialing 1-800-690-6903 and listening for further directions; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the CalAtlantic special meeting.

The enclosed joint proxy statement/prospectus provides a detailed description of the Merger and the merger agreement as well as a description of the issuance of shares of common stock of Lennar or, at the election of CalAtlantic stockholders, cash to CalAtlantic stockholders pursuant to the Merger and a description of Lennar’s certificate of incorporation and bylaws. We urge you to read this joint proxy statement/prospectus, including any documents incorporated by reference, and the annexes carefully and in their entirety. If you have any questions concerning the Merger or this joint proxy statement/prospectus, would like additional copies of this document or need help voting your shares of CalAtlantic common stock, please contact CalAtlantic’s proxy solicitor:

Georgeson LLC

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

CalAtlantic@georgeson.com

(877) 507-1756 (toll-free)

By Order of the Board of Directors of CalAtlantic,

John P. Babel

Executive Vice President, General Counsel and Secretary

Irvine, California

January 4, 2018

Lennar Corporation

700 Northwest 107th Avenue

Miami, Florida 33172

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON FEBRUARY 12, 2018

To the Stockholders of Lennar Corporation:

Notice is hereby given that a special meeting of stockholders of Lennar Corporation, which we refer to as “Lennar,” will be held on February 12, 2018, at 11:00 a.m., Eastern time, at Lennar’s offices at 700 Northwest 107^th Avenue, Miami, Florida 33172, for the following purposes:

Lennar does not expect to transact any other business at the Lennar special meeting.

The accompanying joint proxy statement/prospectus further describes the matters to be considered at the Lennar special meeting.

The Lennar board of directors has set January 4, 2018 as the record date for the Lennar special meeting. Only Lennar stockholders of record at the close of business on the record date will be entitled to notice of or to vote at the Lennar special meeting or any adjournments of it.

The holders of the Class A common stock are entitled to one vote per share on all matters, including the separate vote of the holders of the Class A common stock regarding the Lennar Authorized Share Proposal. The holders of the Class B common stock are entitled to 10 votes per share with regard to all matters as to which they are entitled to vote.

Your vote is very important. The Lennar Merger Proposal requires the affirmative vote of a majority in voting power of the shares of Class A common stock and Class B common stock that are voted with regard to it at a meeting of Lennar stockholders at which a quorum is present (treating abstentions as votes against), voting together as though they were a single class. The Lennar Authorized Share Proposal requires the affirmative vote of both the holders of a majority in voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as though they were a single class, and the holders of a majority of the shares of Class A common stock that are voted with regard to the proposal

at a meeting of Lennar stockholders at which a quorum is present. Failure to vote will have the same effect as voting against the Lennar Authorized Share Proposal (with respect to the combined vote of the Class A and Class B common stock).

To ensure your representation at the Lennar special meeting, please complete and return the enclosed proxy card, which you can do by mail, or submit your proxy by telephone or through the Internet. Please submit your proxy promptly whether or not you expect to attend the Lennar special meeting. Submitting a proxy will not prevent you from being able to vote in person at the Lennar special meeting. Your proxy will be disregarded as to any matter on which you vote in person.

The Lennar board of directors unanimously recommends that stockholders vote all of their shares of Class A common stock and Class B common stock “FOR” the Lennar Merger Proposal, “FOR” the Lennar Authorized Share Proposal, and “FOR” the Lennar Adjournment Proposal.

By Order of the Board of Directors of Lennar Corporation,

Mark Sustana

General Counsel and Secretary

January 4, 2018

PLEASE SUBMIT YOUR PROXY PROMPTLY, FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE PROPOSALS OR ABOUT SUBMITTING A PROXY, PLEASE CALL MACKENZIE PARTNERS, INC. TOLL-FREE AT (800) 322-2885 (BANKS AND BROKERS CALL COLLECT AT (212) 929-5500).

JOINT PROXY STATEMENT/PROSPECTUS

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission, which we refer to as the “SEC,” by Lennar (File No. 333-221738), constitutes a prospectus of Lennar for purposes of Section 5 of the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” with respect to the shares of Lennar Class A common stock and Class B common stock to be issued to CalAtlantic stockholders pursuant to the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus (including provisions relating to CalAtlantic convertible debt securities, options, restricted stock units and stock appreciation rights). This document also constitutes a notice of meeting with respect to the special meeting of CalAtlantic stockholders and a notice of meeting with respect to the special meeting of Lennar stockholders, and a proxy statement for each of CalAtlantic and Lennar for purposes of Section 14(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act.”

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated January 4, 2018. The information contained in this joint proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of that document, unless the information specifically indicates that another date applies. Neither the mailing of this joint proxy statement/prospectus to CalAtlantic stockholders or Lennar stockholders nor the issuance by Lennar of Class A common stock and Class B common stock pursuant to the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus, including the documents incorporated by reference into it, contains statements of opinion or belief regarding market conditions and similar matters. In many instances those opinions and beliefs are based upon general observations by members of CalAtlantic’s or Lennar’s management, anecdotal evidence and their experience in the conduct of the respective companies’ businesses, without specific investigation or statistical analyses. Therefore, while they reflect the applicable company’s view of the industries and markets in which it is involved, they should not be viewed as reflecting verifiable views that are necessarily shared by all who are involved in those industries or markets.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

You should not construe the contents of this joint proxy statement/prospectus as legal, tax or financial advice. You should consult with your own legal, tax, financial or other professional advisors.

The information concerning CalAtlantic contained in this joint proxy statement/prospectus or incorporated by reference has been provided by CalAtlantic, and the information concerning Lennar contained in this joint proxy statement/prospectus or incorporated by reference has been provided by Lennar.

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about CalAtlantic and Lennar from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a listing of the documents incorporated by reference into this joint proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 133.

You can obtain any of the documents incorporated by reference into this joint proxy statement/prospectus free of charge by requesting them from CalAtlantic’s or Lennar’s proxy solicitor in writing or by telephone at the following addresses and telephone numbers:

If you would like to request copies of any documents, please do so by February 2, 2018 in order to receive them before the special meetings.

You can also obtain copies of any of the documents incorporated by reference into this joint proxy statement/prospectus without charge through the SEC website at www.sec.gov. In addition, you can obtain copies of documents filed by CalAtlantic with the SEC by accessing CalAtlantic’s website at www.calatlantichomes.com under the tab “Investors” and then under the heading “Financials” and the subheading “SEC Filings.” You can also obtain copies of documents filed by Lennar with the SEC by accessing Lennar’s website at www.lennar.com under the tab “Investor Relations” and then under the heading “Financials” and the subheading “SEC Filings.”

We are not incorporating the contents of the website of CalAtlantic, Lennar or any other entity into this joint proxy statement/prospectus. We are providing the information about how you can access documents that are incorporated by reference into this joint proxy statement/prospectus at these websites only for your convenience.

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QUESTIONS AND ANSWERS

The following questions and answers briefly address some likely questions about Lennar’s and CalAtlantic’s special meetings. Lennar and CalAtlantic stockholders should carefully read this entire joint proxy statement/prospectus, including the annexes and the other documents to which this joint proxy statement/prospectus refers or which it incorporates by reference, because this section does not provide all the information that might be important to you. Also see “Where You Can Find More Information” beginning on page 133.

In order to complete the Merger, among other things:

CalAtlantic and Lennar will hold separate special meetings of their stockholders to obtain these approvals. This joint proxy statement/prospectus, including its annexes, contains and incorporates by reference important information about CalAtlantic and Lennar, the Merger and the stockholders meetings of CalAtlantic and Lennar. You should read all the available information carefully and in its entirety.

Under the terms of the merger agreement, except for the Class B dividend, Lennar is not permitted to pay any dividends or make any distributions with a record date after the date of the merger agreement and prior

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to completion of the Merger, other than regular quarterly cash dividends in amounts consistent with past practice. CalAtlantic stockholders will not be entitled to receive any cash dividends Lennar pays to holders of record on a date prior to the date of the Merger. After the closing of the Merger, as a holder of shares of Lennar common stock, you will receive the same dividends on Lennar shares that all other holders of Lennar shares might receive, provided that the dividend record date is after the Merger is completed.

If no CalAtlantic stockholder elects to receive cash, all CalAtlantic stockholders, other than MP CA Homes LLC, which we refer to as “MP CA Homes,” will receive their entire merger consideration in the form of Lennar Class A and Class B common stock, and MP CA Homes, which owns approximately 24.4% of the outstanding CalAtlantic common stock, will be deemed to have elected to receive cash with respect to 24,083,091 of its 28,332,549 shares for an aggregate cash consideration of $1,162,250,000. See “The MP CA Homes Voting and Cash Election Agreement” beginning on page 99 of this joint proxy statement/prospectus.

Lennar will cause an election form, which a CalAtlantic stockholder can use to make a cash election, to be sent to each CalAtlantic stockholder of record at least 20 business days before the deadline for electing to receive cash. The deadline for electing to receive cash will be 11:59 p.m., Eastern Time on the fifth business day before the scheduled date of the CalAtlantic special meeting. Lennar will also use commercially reasonable efforts to make the election form available to all persons who become record holders of CalAtlantic common stock after the record date for the mailing described above and prior to the election deadline.

An election will have been validly made only if Lennar’s distribution agent has received, by the election deadline, a validly completed and executed election form (that is not otherwise withdrawn), accompanied by (1) CalAtlantic stock certificates, if any, to which such election form relates, or (2) an agent’s message stating that such shares of CalAtlantic common stock have been transferred by book entry transfer to an account established by Lennar’s distribution agent for the purpose of receiving shares of CalAtlantic common stock. After the election deadline, cash elections will be irrevocable. For more information regarding the procedures for electing to receive cash, see the section titled, “The Merger Agreement—Cash Election” on page 83 of this joint proxy statement/prospectus.

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CalAtlantic stockholders will also be asked to transact such other business as may validly come before the special meeting and any postponement or adjournment thereof. Approval of the CalAtlantic Merger Proposal by CalAtlantic stockholders is required for completion of the Merger.

Lennar. Lennar stockholders are being asked to consider and vote on the following proposals:

Approval of the Lennar Merger Proposal by Lennar is required for completion of the Merger. It is very likely that Lennar will be able to complete the Merger without approval of the Lennar Authorized Share Proposal. If the number of shares of Class A common stock that Lennar is required to issue in the Merger exceeds the number of shares of Class A common stock that Lennar currently is authorized to issue (which would be the case if no CalAtlantic stockholders exercise the cash election option under the merger agreement), approval of the Lennar Authorized Share Proposal would be required for completion of the Merger. However, there is an agreement with a major CalAtlantic stockholder assuring that the cash election will be exercised with respect to the maximum number of shares as to which it can be exercised, and therefore Lennar should be able to complete the Merger even if the Lennar Authorized Share Proposal is not approved. See “The MP CA Homes Voting and Cash Election Agreement.” If Lennar will have enough authorized shares of Class A common stock to complete the Merger even if the Lennar Authorized Share Proposal is not approved, Lennar will complete the Merger whether or not the Lennar Authorized Share Proposal is approved.

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CalAtlantic Merger-Related Compensation Proposal: The affirmative vote of holders of a majority in voting interest of the CalAtlantic stockholders present in person or represented by proxy at the CalAtlantic special meeting at which quorum is present and entitled to vote on the proposal, although such vote will not be binding on CalAtlantic or its board of directors or any of its committees.

CalAtlantic Adjournment Proposal: The affirmative vote of holders of a majority in voting interest of the CalAtlantic stockholders present in person or represented by proxy at the CalAtlantic special meeting and entitled to vote on the proposal.

Lennar Authorized Share Proposal: The affirmative vote of both (i) the holders of a majority in voting power of the outstanding shares of Lennar Class A common stock and Class B common stock, voting together as though they were a single class, and (ii) the holders of a majority of the shares of Lennar Class A common stock that are voted with regard to the proposal at the Lennar special meeting, in each case, at which a quorum is present.

Lennar Adjournment Proposal: The affirmative vote of the holders of a majority in voting power of the shares of Lennar Class A common stock and Class B common stock that are voted with regard to the proposal, voting together as though they were a single class.

Lennar. The record date for the Lennar special meeting is January 4, 2018. Only holders of record of outstanding shares of Lennar’s Class A and Class B common stock as of the close of business on the record date are entitled to notice of, and to vote at, the Lennar special meeting or any adjournment or postponement of the Lennar special meeting.

Lennar. Holders of Lennar Class A common stock are entitled to one vote for each share owned as of the close of business on the Lennar record date with regard to all matters. Holders of Lennar Class B common stock are entitled to 10 votes for each share owned as of the close of business on the Lennar record date with regard to all matters as to which they are entitled to vote. As of the close of business on the Lennar record date, there were 203,952,285 shares of Lennar Class A common stock and 36,007,774 shares of Lennar Class B common stock outstanding and entitled to vote at the Lennar special meeting.

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Lennar. The presence in person or by proxy of holders of a majority in voting power, and not less than one-third in number, of the shares entitled to vote at the Lennar stockholders meeting will be necessary, and will constitute a quorum, for the transaction of business at that meeting. Shares that are present but abstain from voting will be treated as present for the purposes of determining whether a quorum exists, even though they will not be voted (except that they will be treated as negative votes with regard to the Lennar Merger Proposal). Any shares that are not able to be voted, such as shares held by brokers or other fiduciaries who do not receive necessary voting instructions from beneficial owners (so-called broker non-votes) will not be counted as present for purposes of the quorum determination.

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If you are a CalAtlantic stockholder who does not make a valid cash election, shortly after the effective time of the Merger, you will receive instructions regarding submitting your CalAtlantic shares in order to receive the Lennar Class A and Class B common stock to which you are entitled as a result of the Merger. Please do not send your CalAtlantic stock certificates with your proxy card.

You may also cast your vote in person at the CalAtlantic or Lennar special meeting, as applicable.

If your shares are held in “street name” through a broker or other nominee, that institution will send you separate instructions describing the procedure that you must follow in order to have your shares voted.

Lennar. The Lennar special meeting will be held at Lennar’s offices at 700 Northwest 107^th Avenue, Miami, Florida 33172 on February 12, 2018 at 11:00 a.m., Eastern time.

Please note that you may not vote shares held in street name by returning a proxy card directly to CalAtlantic or Lennar, as applicable, or by voting in person at the CalAtlantic special meeting or the Lennar

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special meeting, as applicable, unless you provide a “legal proxy” from your broker, bank or other nominee that authorizes you to vote.

If you do not provide voting instructions to your broker or other nominee, your shares will not be voted on any proposal on which your broker or other nominee does not have discretionary authority to vote. In this joint proxy statement/prospectus, we refer to a failure of a broker or other nominee to vote shares because it did not receive a voting instruction from the beneficial owner of the shares as a “broker non-vote.” Under the current NYSE rules, brokers do not have discretionary authority to vote on any of the proposals that will be voted on at the CalAtlantic or Lennar special meeting. A broker non-vote of a share of CalAtlantic common stock will have the same effect as a vote “AGAINST” the CalAtlantic Merger Proposal; it will have no effect on the outcome of the vote on the CalAtlantic Merger-Related Compensation Proposal and the CalAtlantic Adjournment Proposal. A broker non-vote of a share of Lennar stock will have the same effect as a vote “AGAINST” the Lennar Authorized Share Proposal with respect to the combined vote of the Class A and Class B common stock; it will have no effect on the outcome of the vote on the Lennar Merger Proposal, the Lennar Authorized Share Proposal with respect to the separate vote of holders of Class A common stock, or the Lennar Adjournment Proposal.

CalAtlantic. If you are a CalAtlantic stockholder and you abstain from voting, that will have the same effect as a vote “AGAINST” the CalAtlantic Merger Proposal, the CalAtlantic Merger-Related Compensation Proposal and the CalAtlantic Adjournment Proposal.

Lennar. If you are a Lennar stockholder and you abstain from voting, that will have the same effect as a vote “AGAINST” the Lennar Merger Proposal and the Lennar Authorized Share Proposal with respect to the combined vote of the Class A and Class B common stock; it will have no effect on the outcome of the vote on the Lennar Authorized Share Proposal with respect to the separate vote of holders of Lennar’s Class A common stock and no effect on the outcome of the vote on the Lennar Adjournment Proposal.

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If you hold your shares of CalAtlantic common stock or Lennar stock through a broker or other nominee, you must follow the directions you receive from your broker or other nominee in order to revoke or change your voting instructions.

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Tax matters are very complicated, and the tax consequences of the Merger to a particular CalAtlantic stockholder will depend on that stockholder’s circumstances. Accordingly, CalAtlantic and Lennar urge you to consult your tax advisor regarding the tax consequences of the Merger to you, including the applicability and effect of U.S. federal, state, local, and foreign income and other tax laws. For a more complete discussion of the material U.S. federal income tax consequences of the Merger, see “Certain U.S. Federal Income Tax Considerations” beginning on page 75.

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RISK FACTORS

In addition to the other information included or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 36, you should carefully consider the following risks before deciding how to vote, or if a CalAtlantic stockholder, whether or not to make a cash election. In addition, you should read and carefully consider the risks associated with each of Lennar and CalAtlantic and their respective businesses. Descriptions of these risks can be found in Lennar’s Annual Report on Form 10-K for the year ended November 30, 2016 and Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2017, and CalAtlantic’s Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. For further information regarding the documents incorporated into this joint proxy statement/prospectus by reference, please see “Where You Can Find More Information” beginning on page 133. Realization of any of the risks described below, any of the events described in the section titled “Cautionary Statement Regarding Forward-Looking Statements” or any of the risks or events described in the documents incorporated by reference could have a material adverse effect on Lennar’s, CalAtlantic’s or the combined company’s businesses, financial conditions, cash flows and results of operations and could result in a decline in the trading prices of Lennar’s Class A and Class  B common stock.

Risks Relating to the Merger

The exchange ratio and the cash consideration are fixed and will not be adjusted in the event of any change in the stock price for either CalAtlantic or Lennar.

At the effective time of the Merger, each share of CalAtlantic common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares of CalAtlantic common stock held in CalAtlantic’s treasury or held by any direct or indirect wholly-owned subsidiary of CalAtlantic, and shares of CalAtlantic common stock held by Lennar or Merger Sub, immediately before the effective time of the Merger) will be converted into and become the right to receive 0.885 shares of Lennar Class A common stock and 0.0177 shares of Lennar Class B common stock, which is referred to as the “equity consideration.” In lieu of receiving the equity consideration, holders of CalAtlantic common stock will have the option to elect to receive cash in the amount of $48.26 per share, without interest, in the Merger, which is referred to as the “cash consideration,” subject to proration to the extent the aggregate cash to be paid to all holders electing to receive cash consideration would exceed $1,162,250,000, which is referred to as the “maximum cash amount.”

Changes in the price of Lennar common stock prior to the Merger will affect the value of the equity consideration that CalAtlantic stockholders may receive on the date of the Merger. The exchange ratio would be adjusted appropriately to fully reflect the effect of any stock dividend (other than the Class B dividend), subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination, exchange of shares or other similar event with respect to the shares of either CalAtlantic common stock or Lennar common stock prior to the closing of the Merger, if there were such an event.

The prices of Lennar Class A and Class B common stock at the closing of the Merger may vary from their prices on the date the merger agreement was executed, on the date of this joint proxy statement/prospectus and on the date of each stockholder meeting. As a result, the value represented by the exchange ratio will also vary. For example, based on the closing price of Lennar’s stock on the NYSE on October 27, 2017, the last trading day before public announcement of the Merger, of $58.01 for its Class A common stock and $48.65 for its Class B common stock, 0.885 shares of Lennar Class A common stock had a value of $51.34 and 0.0177 shares of Lennar Class B common stock had a value of $0.86 and, based on the closing price of Lennar’s stock on NYSE on January 2, 2018, the latest practicable trading date before the date of this joint proxy statement/prospectus, of $64.84 for its Class A common stock and $52.61 for its Class B common stock, 0.885 shares of Lennar Class A common stock had a value of $57.38 and 0.0177 shares of Lennar Class B common stock had a value of $0.93. In addition, the per share price of Lennar Class A and Class B common stock and CalAtlantic common stock also

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could fluctuate after the deadline to make or withdraw cash elections passes, so that the market value of those securities moves from higher to lower, or from lower to higher, than the $48.26 per share that would be paid as cash consideration. These variations could result from changes in the business, operations or prospects of CalAtlantic or Lennar prior to or following the Merger, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of CalAtlantic or Lennar.

The Merger will not be completed until at least five business days after the deadline for making cash elections. Therefore, at the cash election deadline, CalAtlantic stockholders will not know with certainty the value of the equity consideration that they will receive upon completion of the Merger if they do not elect to receive cash or if the cash election is subject to proration.

CalAtlantic stockholders who elect to receive the cash consideration may nonetheless receive a prorated portion of their merger consideration in the form of Lennar stock if the maximum cash amount is exceeded.

Elections to receive the cash consideration by CalAtlantic stockholders will be subject to the proration procedures set forth in the merger agreement to the extent necessary so that CalAtlantic stockholders who elect cash will receive in the aggregate no more than the maximum cash amount in the Merger. Depending on the elections made by all the CalAtlantic stockholders, valid elections for more than the maximum cash amount may be received, in which case CalAtlantic stockholders who validly elected to receive the cash consideration in the Merger will receive a portion of their merger consideration in the form of cash and the remainder in the form of the equity consideration. Stockholders who receive the equity consideration will be subject to a number of risks relating to Lennar and its common stock discussed elsewhere in this “Risk Factors” section and in Lennar’s SEC filings that are incorporated by reference into this joint proxy statement/prospectus.

CalAtlantic and Lennar are subject to various uncertainties and contractual restrictions, including the risk of litigation, while the Merger is pending that may cause disruption from the transaction and may make it more difficult to maintain or develop relationships with current or potential employees, suppliers or customers.

Uncertainty about the effect of the Merger on employees, suppliers and customers may have an adverse effect on CalAtlantic and Lennar. These uncertainties may impair CalAtlantic’s and Lennar’s ability to attract, retain and motivate key personnel until the Merger is completed and for a period of time thereafter, and could cause customers, suppliers and others that deal with CalAtlantic and Lennar to seek to change existing or potential business relationships with them.

Employee retention and recruitment may be particularly challenging for CalAtlantic prior to the completion of the Merger, as employees and prospective employees may experience uncertainty about their future roles with Lennar. If key employees depart or prospective key employees fail to accept employment with either company because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Lennar, CalAtlantic’s and Lennar’s financial results could be adversely affected. Furthermore, Lennar’s operational and financial performance following the Merger could be adversely affected if it is unable to retain key employees and skilled workers of CalAtlantic or Lennar. The loss of the services of key employees and skilled workers and their experience and knowledge regarding CalAtlantic’s or Lennar’s businesses could adversely affect Lennar’s future operating results and its successful ongoing operation of the combined business.

The pursuit of the Merger and the preparation for the integration may place a significant burden on each company’s management and internal resources. The diversion of management attention away from day-to-day business concerns and any difficulties encountered in the transition and integration process could adversely affect CalAtlantic’s and Lennar’s financial results.

In addition, the merger agreement restricts CalAtlantic, without Lennar’s consent, from making certain acquisitions and taking other specified actions until the Merger occurs or the merger agreement terminates. These restrictions may prevent CalAtlantic from pursuing otherwise attractive business opportunities and making other changes to its business prior to completion of the Merger or termination of the merger agreement. See the section entitled “The Merger Agreement—Conduct of Business Prior to Closing” beginning on page 87 of this joint proxy statement/prospectus.

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Lennar may have difficulty integrating the CalAtlantic business and anticipated benefits of combining CalAtlantic and Lennar may not be realized.

CalAtlantic and Lennar entered into the merger agreement with the expectation that the Merger will result in various benefits, including, among other matters, operating efficiencies. Achieving the anticipated benefits of the Merger is subject to a number of uncertainties, including whether the businesses of CalAtlantic and Lennar can be integrated in an efficient and effective manner.

CalAtlantic is much larger than any company that Lennar has ever previously acquired. In order to benefit from the cost savings and other potential benefits of the Merger, Lennar will have to integrate many aspects of CalAtlantic’s activities into Lennar. This will be a major task. It is possible that the integration process could take longer than anticipated and could result in the loss of valuable employees, the disruption of each company’s ongoing businesses, processes and systems or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect Lennar’s ability to achieve the anticipated benefits of the Merger. Lennar’s results of operations could also be adversely affected by occurrences or events at CalAtlantic or Lennar before the effective time of the Merger. The companies may have difficulty addressing possible differences in corporate cultures and management philosophies. The integration process is subject to a number of uncertainties, and no assurance can be given that the anticipated benefits will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could result in increased costs or decreases in the amount of expected net income and could adversely affect Lennar’s future business, financial condition, operating results and prospects.

Completion of the transactions may trigger assignment, change of control or other provisions in certain agreements or licenses to which CalAtlantic is a party.

The completion of the transactions may trigger assignment, change of control or other provisions in certain agreements or licenses to which CalAtlantic is a party. If CalAtlantic and Lennar are unable to negotiate waivers of those provisions in CalAtlantic’s agreements or licenses, the counterparties may exercise their rights and remedies under the agreements, possibly terminating the agreements or licenses or seeking monetary damages. Even if CalAtlantic and Lennar are able to negotiate waivers, the counterparties may require fees for such waivers or seek to renegotiate the agreements and licenses on terms less favorable to Lennar or the surviving corporation.

Failure to complete the Merger could negatively impact the stock prices and the future business and financial results of CalAtlantic and Lennar.

If the Merger is not completed, the ongoing businesses of CalAtlantic and/or Lennar may be adversely affected, and CalAtlantic and Lennar will be subject to a number of risks, including the following:

If the Merger is not completed, CalAtlantic and Lennar cannot assure their stockholders that these risks will not materialize and will not materially adversely affect the business, financial results and stock prices of CalAtlantic or Lennar.

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The pro forma financial statements included in this joint proxy statement/prospectus are presented for illustrative purposes only and may not be an indication of Lennar’s financial condition or results of operations following the Merger.

The pro forma financial statements contained in this joint proxy statement/prospectus are presented for illustrative purposes only. They are based on historical results of Lennar and CalAtlantic, not on anticipated post-Merger results. They include various adjustments, assumptions and preliminary estimates and may not be an indication of what the combined financial condition or results of operations of the two companies would have been if they had been a single company throughout the periods to which the pro forma financial statements relate. See the section entitled “Selected Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 18 of this joint proxy statement/prospectus. The actual financial condition and results of operations of Lennar following the Merger may not be consistent with, or evident from, these pro forma financial statements.

The Merger is subject to certain conditions, including conditions that may not be satisfied or completed on a timely basis, or at all.

Consummation of the Merger is subject to certain closing conditions which make the closing and timing of the Merger uncertain. The conditions include, among others, obtaining the requisite stockholder approvals from the CalAtlantic and Lennar stockholders, the effectiveness of the registration statement to which this joint proxy statement/prospectus relates, the authorization and approval for listing on the NYSE of the shares of Lennar common stock to be issued in the Merger subject to official notice of issuance, and the other conditions set forth in the merger agreement. See “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 84.

Although Lennar and CalAtlantic have agreed in the merger agreement to use their reasonable best efforts to obtain the requisite approvals and consents, there can be no assurance that these approvals and consents will be obtained. Even if obtained, these approvals and consents may be obtained later than anticipated. Lennar and CalAtlantic will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Any delay in completing the Merger may reduce the benefits expected to be achieved thereunder.

The Merger is subject to a number of conditions beyond CalAtlantic’s and Lennar’s control that may prevent, delay or otherwise materially adversely affect its completion. CalAtlantic and Lennar cannot predict whether and when these conditions will be satisfied. Any delay in completing the Merger could cause Lennar not to realize some of the synergies that CalAtlantic and Lennar expect to achieve if the Merger is successfully completed within its expected time frame. See “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 84.

CalAtlantic’s executive officers and directors have interests in the Merger that may be different from, or in addition to, the interests of CalAtlantic stockholders generally.

CalAtlantic’s executive officers and directors have interests in the Merger that may be different from, or in addition to, the interests of CalAtlantic stockholders generally. CalAtlantic’s executive officers negotiated the terms of the merger agreement. The executive officers of CalAtlantic have arrangements with CalAtlantic that provide for a cash retention bonus if the Merger is consummated and severance benefits if their employment is terminated under certain circumstances following the completion of the Merger. CalAtlantic’s executive officers and directors also have rights to indemnification and directors’ and officers’ liability insurance that will survive completion of the Merger.

The CalAtlantic board of directors was aware of these interests at the time it approved the Merger and the transactions contemplated by the merger agreement. These interests may cause CalAtlantic’s directors and executive officers to view the CalAtlantic Merger Proposal differently and more favorably than you may view it. See “The Merger—Interests of CalAtlantic Directors and Executive Officers in the Merger” beginning on page 68 of this joint proxy statement/prospectus, for more information.

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The merger agreement contains provisions that could discourage a potential competing acquiror of CalAtlantic.

The merger agreement contains “no shop” provisions that, subject to limited exceptions, restrict CalAtlantic’s ability to solicit, initiate, or knowingly encourage or knowingly facilitate competing third-party proposals for the acquisition of CalAtlantic’s stock or assets. In addition, Lennar generally has an opportunity to agree to modify the terms of the merger agreement in response to any competing acquisition proposals that the CalAtlantic board of directors determines to be superior to the Merger. If CalAtlantic terminates the merger agreement in order to enter into a superior transaction, it will have to pay Lennar a termination fee of $178.7 million. See “The Merger Agreement—No Solicitation; Notice of Proposals” beginning on page 90 of this joint proxy statement/prospectus and “The Merger Agreement—Effect of Termination; Termination Fees” beginning on page 96 of this joint proxy statement/prospectus.

These provisions could discourage a potential third-party acquiror that might have an interest in acquiring all or a significant portion of CalAtlantic from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the Merger. In particular, CalAtlantic’s need to pay a termination fee might reduce the amount a potential third-party acquiror would be willing to pay to acquire CalAtlantic because of the added expense of the termination fee that may become payable.

If the merger agreement is terminated and CalAtlantic determines to seek another business combination, it may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger.

The shares of Lennar common stock that may be received by CalAtlantic stockholders as a result of the Merger will have different rights from the shares of CalAtlantic common stock.

Upon completion of the Merger, holders of most of the shares of CalAtlantic common stock will become holders of shares of Lennar common stock and their rights as stockholders will be governed by Lennar’s certificate of incorporation and bylaws, as well as Delaware law. The rights of holders of shares of Lennar’s common stock differ from those of CalAtlantic in important respects and, accordingly, the holders’ ability to benefit from results of Lennar’s operations may be different from their pre-Merger ability to benefit from results of CalAtlantic’s operations. See the section entitled “Comparison of Rights of Stockholders of CalAtlantic and Lennar” beginning on page 123 of this joint proxy statement/prospectus.

CalAtlantic and Lennar stockholders do not have dissenters’ or appraisal rights in the Merger.

Dissenters’ rights are statutory rights that, if applicable, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration being paid or issued to stockholders in connection with the extraordinary transaction. Under the DGCL, a stockholder does not have the right to dissent from a merger as to shares that are listed on a national securities exchange unless the stockholders are required to receive in exchange for their shares of stock something other than shares of stock of a company that is publicly listed on a securities exchange or held by more than 2,000 holders of record and cash in lieu of fractional shares. Because CalAtlantic stockholders will receive Lennar stock that is listed on the NYSE unless they elect to receive cash, they will not be entitled to exercise dissenters rights or otherwise to receive the appraised value of their CalAtlantic stock.

The fairness opinion obtained by the board of director of CalAtlantic from its financial advisor will not reflect changes in circumstances between signing the merger agreement and the completion of the Merger.

The fairness opinion that the CalAtlantic board of directors received from J.P. Morgan, CalAtlantic’s financial advisor, was dated October 29, 2017, and speaks as of that date. The CalAtlantic board of directors has not obtained or arranged to obtain an updated fairness opinion as of the date of this joint proxy statement/prospectus or as of the

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effective time of the Merger. Changes in the operations and prospects of CalAtlantic or Lennar, general market and economic conditions and other factors that may be beyond the control of CalAtlantic and Lennar, and on which the fairness opinion was based, may change, and that may alter the value of CalAtlantic or Lennar or the prices of shares of CalAtlantic common stock or Lennar common stock by the effective time of the Merger. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of the opinion. Because CalAtlantic does not anticipate asking J.P. Morgan to update its opinion, the October 29, 2017 opinion does not address the fairness of the exchange ratio or the cash consideration, from a financial point of view, at the time the Merger will be completed. The opinion is included as Annex C to this joint proxy statement/prospectus. For a description of the opinion that the CalAtlantic board of directors received from J.P. Morgan and a summary of the material financial analyses they provided to the CalAtlantic board of directors in connection with rendering such opinion, please refer to “The Merger—Opinion of CalAtlantic’s Financial Advisor” beginning on page 57 of this joint proxy statement/prospectus. For a description of the other factors considered by the board of directors of CalAtlantic in determining to approve the merger agreement and the Merger, please refer to “The Merger—CalAtlantic Board Recommendation and Its Reasons for the Merger” beginning on page 54 of this joint proxy statement/prospectus.

CalAtlantic and Lennar may incur substantial unexpected transaction fees and merger-related costs in connection with the Merger.

CalAtlantic and Lennar expect to incur a number of non-recurring expenses, totaling approximately $70 million, associated with completing the Merger, including investment banking and legal fees, and the costs and expenses of filing, printing and mailing this joint proxy statement/prospectus. Substantial additional costs will be incurred in the integration of the businesses of CalAtlantic and Lennar. Although it is expected that the elimination of certain duplicative costs and other cost savings, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the transaction and merger-related costs over time, this net benefit may not be achieved as rapidly as expected, or at all. Further, if the Merger is not completed, CalAtlantic and Lennar would have to recognize many of these expenses without realizing the expected benefits of the Merger.

The market price of Lennar Class A and Class B common stock after the Merger may be affected by factors different from those affecting the shares of CalAtlantic common stock currently.

Upon completion of the Merger, except for holders receiving the cash consideration for all their CalAtlantic shares, holders of shares of CalAtlantic common stock will become holders of shares of Lennar Class A and Class B common stock. The shares of Lennar common stock differ from those of CalAtlantic common stock in important respects and, accordingly, the results of operations of Lennar and the market price of its shares of Class A and Class B common stock following the Merger may be affected by factors different from those currently affecting the independent results of operations of CalAtlantic. See “Comparison of Rights of Stockholders of CalAtlantic and Lennar” beginning on page 123 of this joint proxy statement/prospectus.

If the Merger does not qualify as a reorganization under Section 368(a) of the Code, CalAtlantic and the stockholders of CalAtlantic may be required to pay substantial U.S. federal income taxes.

It is a condition to CalAtlantic’s completion of the Merger that Gibson Dunn, tax counsel to CalAtlantic, will have delivered an opinion to CalAtlantic, dated as of the closing date of the Merger, to the effect that the Merger will be treated for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. This opinion will be based on certain assumptions and representations as to factual matters from CalAtlantic and Lennar, as well as certain covenants and undertakings by CalAtlantic and Lennar. If any of the assumptions, representations, covenants or undertakings is incorrect, incomplete or inaccurate or is violated in any material respect, the validity of the conclusions reached by counsel in its opinion would be jeopardized. Additionally, an opinion of counsel is not binding on the Internal Revenue Service, which we refer to as the “IRS,” or any court, so there can be no certainty that the IRS will not challenge the conclusions reflected in the opinion or that a court will not sustain

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such a challenge. If the IRS or a court determines that the Merger should not be treated as a “reorganization,” a holder of CalAtlantic common stock that is a U.S. holder (as defined in the section entitled “Certain U.S. Federal Income Tax Considerations” beginning on page 75 of this joint proxy statement/prospectus ) would generally recognize gain or loss upon the exchange of CalAtlantic common stock for Lennar Class A and Class B common stock pursuant to the Merger. In addition, if the Merger is not treated as a “reorganization,” CalAtlantic (and Lennar, as its parent) would recognize gain, measured generally by the excess of the fair market value of its assets over its adjusted tax basis in such assets.

Holders of CalAtlantic and Lennar common stock will have a reduced ownership and voting interest after the Merger and will exercise less influence over management.

Holders of CalAtlantic common stock and Lennar Class A and Class B common stock currently have the right to vote in the election of the board of directors and on other matters affecting CalAtlantic and Lennar, respectively. Upon the completion of the Merger, each CalAtlantic stockholder who receives shares of Lennar common stock will become a stockholder of Lennar with a percentage ownership of Lennar that is smaller than the stockholder’s percentage ownership of CalAtlantic. It is currently expected that the former stockholders of CalAtlantic as a group will receive shares in the Merger constituting approximately 26% of the shares of Lennar common stock on a fully-diluted basis immediately after the Merger, assuming the aggregate cash consideration to be paid to CalAtlantic stockholders equals the maximum cash amount. As a result, current stockholders of Lennar as a group will own approximately 74% of the shares of Lennar common stock on a fully-diluted basis immediately after the Merger. Because of this, individual CalAtlantic and Lennar stockholders may have less influence on the management and policies of Lennar following the Merger than they now have on the management and policies of CalAtlantic and Lennar, respectively.

The Merger will significantly increase the ratio of Lennar’s homebuilding debt to its total capital, net of cash.

Lennar will incur or become subject to a substantial amount of additional debt as a result of the Merger. It has sold $1.2 billion of debt securities primarily to finance the more than $1.16 billion it will pay to CalAtlantic stockholders who exercise (or are deemed to exercise) the cash election. See “The Merger—Financing Related to the Merger.” In addition, the surviving corporation, which will be a wholly-owned subsidiary of Lennar, will become subject to CalAtlantic’s homebuilding debt, which at September 30, 2017 totaled $3.8 billion. Lennar estimates that the Merger will increase the ratio of its consolidated homebuilding debt to total capital, net of cash from its August 31, 2017 level of 39.6% to a pro forma level of 45.5%. To the extent cash flows of the merged companies are less than anticipated, Lennar may not be able to reduce the ratio of its consolidated homebuilding debt to total capital, net of cash until well after the end of fiscal year 2019, if it is ever able to do that.

The Merger will add a substantial amount of goodwill to Lennar’s balance sheet.

Because the price Lennar will be deemed to pay for the net assets of CalAtlantic for accounting purposes will depend on the value of the Class A and Class B common stock when the Merger takes place, and neither those stock prices nor the value of the CalAtlantic assets Lennar will acquire in the Merger will be known until the Merger takes place, Lennar will not know until after the Merger takes place the amount by which for accounting purposes the amount Lennar pays will exceed the net value of the assets Merger Sub receives and the liabilities Merger Sub assumes in the Merger (i.e., the portion of the deemed purchase price that will be treated as purchasing goodwill). However, Lennar estimates that if the value of the Class A common stock at the time of the Merger is $62.36 per share and the value of the Class B common stock at the time of the Merger is $49.47, the respective prices of such shares at the close of trading on December 18, 2017, the Merger would result in Lennar’s adding approximately $3.4 billion to the goodwill carried on its balance sheet. If it is determined in the future that the profits generated by the assets acquired in the Merger are not sufficient to justify that goodwill, Lennar will have to write off some or all of it, and to charge the amount written off against its earnings.

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The amount of the merger consideration Lennar agreed to pay in the Merger was influenced by its assumption that it will be able to achieve significant cost savings as a result of the Merger.

Lennar’s willingness to agree to the equity consideration and cash consideration reflected in the merger agreement was based in substantial part on an analysis by Lennar’s management which concluded, among other things, that Lennar would be able to accomplish substantial annual savings in selling, general and administrative costs and in operating costs following the Merger. Although Lennar’s management was previously able to achieve its anticipated cost savings with regard to homebuilding activities of WCI Communities, Inc., which Lennar acquired in February 2017, CalAtlantic is much larger than WCI Communities, Inc. or any other company Lennar has ever acquired. If Lennar is not able to accomplish significant cost savings with regard to development of the CalAtlantic properties, and with regard to some of the properties or companies Lennar already owns, Lennar may not be able to generate sufficient Merger-related revenues to justify the cost of the Merger to Lennar.

Risks Regarding an Investment in Lennar

All of Lennar’s businesses are subject to risks.

Lennar is engaged in several businesses. Although the principal source of its revenues and income are its homebuilding business, Lennar is also engaged in mortgage lending, originating commercial mortgage loans for sale into securitizations, and other real estate related services, managing and advising funds and entities that invest in real estate related assets, developing multifamily residential projects and investing in multi-use real estate developments, as well as a number of businesses related to those activities. Each of Lennar’s businesses is subject to risks and uncertainties, most, but not all, of which affect many companies engaged in the businesses in which Lennar is engaged. These risks are discussed in detail in Lennar’s Annual Report on Form 10-K for the year ended November 30, 2016, which is incorporated by reference into this joint proxy statement/prospectus.

Lennar has a class of common stock that entitles holders to ten votes per share.