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Item 9A. Controls and Procedures

2026-01-28 compared with 2025-01-23 · 36 added, 41 removed, 195 unchanged (28% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our Executive Chairman and Co-Chief Executive Officer, our Co-Chief Executive Officer and President (together "Co-CEOs") and Chief Financial Officer ("CFO") participated in an evaluation by our management of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

Based on their participation in that evaluation, our Co-CEOs and CFO concluded that our disclosure controls and procedures were effective as of November 30, 2024 to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed in our reports filed or furnished under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including both of our Co-CEOs and CFO, as appropriate to allow timely decisions regarding required disclosures.

Both of our Co-CEOs and CFO also participated in an evaluation by our management of any changes in our internal control over financial reporting that occurred during the quarter ended November 30, 2024.

Our Executive Chairman and Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") participated in an evaluation by our management of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

Based on their participation in that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of November 30, 2025 to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed in our reports filed or furnished under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.

Our CEO and CFO also participated in an evaluation by our management of any changes in our internal control over financial reporting that occurred during the quarter ended November 30, 2025.

That evaluation did not identify any changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of our management, including both of our Co-CEOs and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework in Internal Control—Integrated Framework (2013) , our management concluded that our internal control over financial reporting was effective as of November 30, 2025.

31 unchanged sentences

The information required by this item for executive officers is set forth under the heading "Information about our Executive Officers" in Part I.

We have adopted a Code of Business Conduct and Ethics that applies to each of our Co-Chief Executive Officers and President, our Chief Financial Officer and our Chief Accounting Officer.

We have adopted a Code of Business Conduct and Ethics that applies to our Chief Executive Officer and Executive Chairman, our Chief Financial Officer and our Chief Accounting Officer.

The Code of Business Conduct and Ethics is located on our internet web site at www.lennar.com under "Investor Relations – Governance." We intend to provide disclosure of any amendments or waivers of our Code of Business Conduct and Ethics on our website within four business days following the date of the amendment or waiver.

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Executive Compensation.

The information required by this item is incorporated by reference to our definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March 30, 2025 (120 days after the end of our fiscal year).

The information required by this item is incorporated by reference to our definitive proxy statement (other than information included under the subcaption "Pay versus Performance", which will be filed with the Securities and Exchange Commission not later than March 30, 2026 (120 days after the end of our fiscal year).

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

32 unchanged sentences

333-45527, filed with the Commission on February 3, 1998.

4.3 Tenth Supplemental Indenture, dated as of April 28, 2015, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of 4.750% Senior Notes due 2025 - Incorporated by reference to Exhibit 4.14 of the Company’s Current Report on Form 8-K, dated April 28, 2015.

4.3 Indenture, dated as of November 29, 2017, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of 4.75% Senior Notes due 2027 - Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, dated November 29, 2017.

1 unchanged sentence

4.5 Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 5.00% Senior Notes due June 15, 2027, including the form of 5.00% Senior Notes due June 15, 2027 - Incorporated by reference to Exhibit 4.8 of the Company’s Current Report on Form 8-K, dated February 16, 2018.

4.6 Fifteenth Supplemental Indenture, dated as of May 19, 2025, among Lennar Corporation, each of the Guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of 5.200% Senior Notes due 2030 and the form of Guarantee - Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, dated May 14, 2025.

10.1* Lennar Corporation 2016 Equity Incentive Plan (Amended and Restated Effective January 12, 2022) - Incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 1, 2022.

4 unchanged sentences

10.5 Ninth Amended and Restated Guarantee Agreement, dated as of November 24, 2024, among certain of Lennar Corporation’s subsidiaries in favor of guaranteed parties referred to therein - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated November 25, 2024.

10.6 Delayed Draw Term Loan Credit Agreement, dated as of May 14, 2025, among Lennar Corporation, as borrower, JPMorgan Chase Bank, N.A., administrative agent, the several lenders from time to time parties thereto, and the other parties and agents thereto - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated May 14, 2025.

10.7 Guarantee Agreement, dated as of May 14, 2025, among certain of the Lennar Corporation’s subsidiaries in favor of the guaranteed parties referred to therein - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated May 14, 2025.

10.8* Form of Aircraft Time Sharing Agreement, dated February 12, 2015, between U.S.

9 unchanged sentences

10.13* Form of 2022 Award Agreement under the Company’s 2016 Equity Incentive Plan for Mr.

Beckwitt, Mr.

Bessette and Mr.

McCall - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated February 26, 2021.

10.12* Form of 2022 Award Agreement under the Company’s 2016 Equity Incentive Plan for Mr.

Bessette and Mr.

McCall - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated February 28, 2022.

Jaffe, and Ms.

Bessette - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated February 28, 2022.

10.14* Form of the Amended and Restated 2022 Award Agreement under the Company's 2016 Equity Incentive Plan for Mr.

4 unchanged sentences

Jaffe - Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, dated November 17, 2022.

10.15* 2023 Award Agreements under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Bessette, Mr.

McCall and Mr.

Sustana - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated February 28, 2023.

10.16* Form of 2023 Award Agreement under the Company’s 2016 Equity Incentive Plan for Mr.

Jaffe , and Ms.

Bessette - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated February 28, 2023.

10.17* 2024 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Collins – Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.17* Amended 2023 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Miller– Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.18* 2024 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Jaffe – Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.19* 2024 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Ms.

Bessette – Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.20* 2024 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Sustana – Incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.21* 2024 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Collins – Incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.22* Form of 2024 Award Agreement under the Company’s 2016 Equity Incentive Plan for Mr.

Bessette and Mr.

McCall - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated February 28, 2023.

Jaffe, and Ms.

Bessette – Incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.23* 2025 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

5 unchanged sentences

10.26* 2025 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

McCall – Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.23* 2024 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Sustana – Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 10-Q for the quarter ended February 28, 2025.

1 unchanged sentence

Collins – Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 10-Q for the quarter ended February 28, 2025.

10.25* Form of 2024 Award Agreement under the Company’s 2016 Equity Incentive Plan for Mr.

Bessette, and Mr.

McCall – Incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

** 2025 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Ms.

10.29* Form of 2025 Award Agreement under the Company’s 2016 Equity Incentive Plan, as amended and restated, for Mr.

Jaffe and Ms.

Bessette – Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 10-Q for the quarter ended February 28, 2025.

** Form of 2025 Award Agreement for Performance Shares under the Company’s 2016 Equity Incentive Plan, as amended and restated, for Ms.

** Form of 2025 Award Agreement for Restricted Shares under the Company’s 2016 Equity Incentive Plan, as amended and restated, for Ms.

** Form of 2025 Award Agreement for Sign-On Restricted Shares under the Company’s 2016 Equity Incentive Plan, as amended and restated, for Ms.

Consulting Agreement, effective as of September 3, 2025, between the Company and Mark Sustana - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated July 30, 2025.

19** Insider Trading Policy.

3 unchanged sentences

31.1** Rule 13a-14a/15d-14(a) Certification of Stuart Miller.

31.2** Rule 13a-14a/15d-14(a) Certification of Jonathan M.

31.2** Rule 13a-14a/15d-14(a) Certification of Diane Bessette.

32*** Section 1350 Certifications of Stuart Miller, Jonathan M.

Jaffe and Diane Bessette.

32*** Section 1350 Certifications of Stuart Miller and Diane Bessette.

97 Executive Officer Recovery Policy – Incorporated by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K/A for the fiscal year ended November 30, 2023.

8 unchanged sentences

104 The cover page from Lennar Corporation's fiscal year Report on Form 10-K for the year ended November 30, 2025 was formatted in iXBRL.

(included in Exhibit 101)

* Management contract or compensatory plan or arrangement.

1 unchanged sentence

*** Furnished herewith.

**** Included in Exhibit 101.

Form 10-K Summary

3 unchanged sentences

Stuart Miller

Executive Chairman and Co-Chief Executive Officer

January 23, 2025

LENNAR CORPORATION

/S/ JONATHAN M.

Co-Chief Executive Officer and President

Executive Chairman and Chief Executive Officer

January 28, 2026

2 unchanged sentences

Stuart Miller /S/ STUART MILLER

Executive Chairman, Co-Chief Executive Officer and Director Date:

January 23, 2025

Jaffe /S/ JONATHAN M.

Co-Chief Executive Officer, President and Director Date:

Executive Chairman, Chief Executive Officer and Director Date:

January 28, 2026

15 unchanged sentences

January 28, 2026

Sidney Lapidus /S/ SIDNEY LAPIDUS

January 23, 2025

Teri McClure /S/ TERI MCCLURE

32 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures