GAMCO urges Lennar to include Class B shares in exchange offer

October 13, 2025 8:30 AM EDT

GAMCO Investors, Inc. (OTCQX: GAMI) sent a letter to Lennar Corporation's board requesting inclusion of Class B shareholders in the company's proposed exchange offer, according to a statement from the investment firm.

GAMCO, which owns approximately 1.72 million shares of Lennar Class B Common Stock representing 5.5% of outstanding Class B shares, addressed the letter to Executive Chairman and Co-CEO Stuart Miller on October 10.

Lennar announced plans to exchange up to 33.3 million shares of Class A common stock of Millrose Properties Inc. for outstanding Class A shares of Lennar. The proposed transaction excludes Class B shareholders.

The investment firm noted that Lennar's Class B shares traded at $111.43 per share compared to $118.77 for Class A shares, creating a 7% discount despite Class B shares having equivalent economic rights and superior voting rights.

"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," GAMCO stated in the letter.

As an alternative, GAMCO proposed allowing Class B shareholders to convert their shares to Class A shares for participation in the exchange.

GAMCO Investors, established in 1977, provides investment advisory services and manages assets for institutional and private wealth management clients. The firm operates 27 open-end funds, 13 closed-end funds, and five exchange-traded funds among other investment products.



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