MILLER STUART A 4

What Happened Stuart A. Miller (reported as a 10% owner) received two grants of Lennar Class A common stock on 2026-01-20 totaling 230,118 shares (161,083 and 69,035 shares). Those grants were reported as awards (code A) with $0.00 per-share acquisition price and are subject to vesting and forfeiture per the grant terms. On the same date he surrendered 25,913 shares (code F) to satisfy tax withholding obligations at an effective price of $115.16 per share, representing proceeds of approximately $2,984,141.

Key Details

• Transaction dates: all reported on 2026-01-20; Form 4 filed 2026-01-22 (timely).
• Grants: 161,083 and 69,035 shares (awarded at $0.00); total awarded = 230,118 shares.
• Withholding/surrender: 25,913 shares surrendered at $115.16/share = ~$2.98M to cover withholding.
• Vesting notes: one grant is performance-based over a three-year performance period (F1); the other vests in three equal installments on Feb 14 of 2027, 2028 and 2029 (F2). Both are subject to forfeiture per their terms.
• Surrender mechanism: shares were surrendered pursuant to a 10b5-1 plan to satisfy withholding (F3).
• Ownership reporting: portions of shares are held in Grantor Retained Annuity Trusts (GRATs) and an ESOP account; Miller reports beneficial ownership of those holdings but disclaims certain beneficial interests per the footnotes (F4–F8).
• Shares owned after transaction: not specified in the provided filing details.

Context

• These were equity awards (not open-market purchases or discretionary sales). The surrender was a tax-withholding action (routine), not an open-market sale signaling a discretionary divestiture.
• Awards are subject to time- and/or performance-based vesting and possible forfeiture, so they are not immediately tradable.
• As a reported 10% owner, Miller’s transactions reflect large-holder reporting and planned tax settlement mechanics rather than a straightforward executive buy/sell signal.