Financial News

GAMCO Sends Letter to Lennar Corporation Regarding Lennar’s Proposed Exchange Offer

GAMCO Investors, Inc. (“GAMCO”) (OTCQX: GAMI), on behalf of its clients and certain affiliates, collectively owns approximately 1,719,782 shares of Lennar Corporation (“Lennar”) Class B Common Stock, representing 5.5% of the 31,217,013 outstanding Class B shares. On October 10, 2025, GAMCO sent a letter to the Board of Directors of Lennar, as follows:

The Board of Directors

Lennar Corporation

5505 Waterford District Drive

Miami, FL 33126

Attn: Stuart Miller, Executive Chairman and Co-CEO

Dear Mr. Miller,

We are writing on behalf of the clients of GAMCO Investors, Inc. and certain affiliates, who collectively hold approximately 1,719,782 shares of Lennar Class B Common Stock, representing 5.5% of the 31,217,013 Class B shares outstanding as reported in the Issuer’s most recently filed Form 10-Q for the quarter ended August 31, 2025.

We are writing regarding Lennar’s October 10, 2025 announcement that it intends to exchange up to an aggregate of 33,298,764 shares of the Class A common stock of Millrose Properties Inc. owned by Lennar for outstanding Class A shares of Lennar.

While we recognize the merits of the proposed transaction, which presents an opportunity to retire a portion of Lennar’s outstanding equity at an attractive valuation relative to the company’s Private Market Value, we strongly urge the board to reconsider the decision to exclude Lennar Class B shareholders from the offering.

At the time of this letter’s writing, Lennar’s Class B shares trade at $111.43 per share, whereas Lennar’s Class A shares trade at $118.77 per share, a 7% discount, even though the Class B shares hold equivalent economic rights and superior voting rights to Class A shares. By including the Class B shares in the proposed transaction, Lennar would capture the economic value of this discount for each Class B share that participates, to the benefit of all Lennar shareholders.

We urge the Board to act to maximize value creation for all shareholders and include Class B shareholders in the proposed transaction.

Alternatively, in acknowledgement of the fact that accounting for the market price of an additional publicly traded instrument may add complexity to the proposed transaction, we propose that the Board allow Lennar Class B shareholders to convert their shares to Class A shares for the purpose of participating in this exchange.

Sincerely,

Peter D. Goldstein

General Counsel

GAMCO Investors, Inc.

About GAMCO Investors, Inc.

GAMCO Investors, Inc. (OTCQX: GAMI), established in 1977, is a widely-recognized provider of investment advisory services to 27 open-end funds, 13 United States closed-end funds and one United Kingdom investment company, 5 actively managed exchange traded funds, one société d’investissement à capital variable, and approximately 1,900 institutional and private wealth management investors principally in the U.S. The Company’s revenues are based primarily on the levels of assets under management and fees associated with the various investment products.

In 1977, GAMCO launched its well-known All Cap Value equity strategy, Gabelli Value, in a separate account format and in 1986 entered the mutual fund business. Today, Gabelli offers a diverse set of client solutions across asset classes (e.g. Equities, Debt Instruments, Convertibles, non-market correlated Merger Arbitrage), regions, market capitalizations, sectors (e.g. Gold, Utilities) and investment styles (e.g. Value, Growth). GAMCO serves a broad client base, including institutions, intermediaries, offshore investors, private wealth, and direct retail investors.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this press release, which do not present historical information, contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements convey our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, the economy, and other conditions, there can be no assurance that our actual results will not differ materially from what we expect or believe. Therefore, you should proceed with caution in relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.

Forward-looking statements involve a number of known and unknown risks, uncertainties and other important factors, some of which are listed below, that are difficult to predict and could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward-looking statements. Some of the factors that may cause our actual results to differ from our expectations include risks associated with the duration and scope of the ongoing coronavirus pandemic resulting in volatile market conditions, a decline in the securities markets that adversely affect our assets under management, negative performance of our products, the failure to perform as required under our investment management agreements, and a general downturn in the economy that negatively impacts our operations. We also direct your attention to the more specific discussions of these and other risks, uncertainties and other important factors contained in our Annual Report and other public filings. Other factors that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations whether as a result of new information, future developments or otherwise, except as may be required by law.

Contacts

Peter D. Goldstein

General Counsel

(914) 921-7774

For further information please visit

www.gabelli.com

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