SUMMARY

This summary highlights selected information contained in this joint proxy statement/prospectus and does not contain all the information that may be important to you. Lennar and CalAtlantic urge you to read this joint proxy statement/prospectus carefully in its entirety, including the annexes. Additionally, important information, which Lennar and CalAtlantic also urge you to read, is contained in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 133. Unless the context indicates otherwise, all references in this joint proxy statement/prospectus to Lennar are to Lennar Corporation and its subsidiaries, all references to CalAtlantic are to CalAtlantic Group, Inc. and its subsidiaries, and all references to the merger agreement are to the Agreement and Plan of Merger, dated as of October 29, 2017, by and among Lennar Corporation, Cheetah Cub Group Corp. and CalAtlantic Group, Inc., a copy of which is attached as Annex A to this joint proxy statement/prospectus.

Information About Lennar (See Page 100)

Lennar is one of the nation’s largest homebuilders, a provider of real estate related financial services, a commercial real estate investment, investment management and finance company through its Rialto segment and a developer of multifamily rental properties in select U.S. markets primarily through the participation of its Multifamily segment in joint ventures and other unconsolidated entities.

Lennar’s homebuilding operations include the construction and sale of single-family attached and detached homes, as well as the purchase, development and sale of residential land directly and through unconsolidated entities in which it has investments. Lennar conducts its homebuilding activities in various states, with its largest homebuilding operations being in Florida, Texas and California. During the nine months ended August 31, 2017, Lennar delivered 20,761 homes and recorded total revenues from sales of those homes of $7.74 billion.

Lennar also provides mortgage financing, title insurance and closing services for both buyers of its homes and others, and it has a real estate brokerage business in Florida. Substantially all of the residential mortgage loans that Lennar originates are sold within a short period in the secondary mortgage market on a servicing released, non-recourse basis. After the loans are sold, Lennar retains potential liability for possible claims by purchasers that it breached limited industry-standard representations and warranties in the loan sale agreements. Lennar’s financial services segment operates in almost all the states in which Lennar conducts homebuilding operations, as well as in other states.

Lennar’s Rialto segment engages in commercial real estate investment, investment management, and mortgage finance. Rialto’s primary focuses are managing third-party capital and originating commercial mortgage loans and selling them into securitizations. It also has invested its own capital in mortgage loans, properties and real estate related securities. Rialto currently is the sponsor of, manages and has investments in six investment funds that invest in real estate related assets.

Lennar’s Multifamily segment is actively involved, primarily through joint ventures and other unconsolidated entities, in the development, construction and property management of multifamily rental properties. It is focused on developing a geographically diversified portfolio of institutional quality multifamily rental properties in select U.S. markets.

Lennar also owns a substantial minority interest in Five Point Holdings, LLC and its subsidiary, Five Point Operating Company, LLC, which are engaged in three major master planned mixed use developments in California.

Lennar’s principal offices are located at 700 Northwest 107th Avenue, Miami, Florida 33172. Its principal telephone number at that address is (305) 559-4000.

Lennar has two classes of common stock, Class A common stock and Class B common stock. Both classes are listed on the NYSE, with the symbols LEN and LEN.B, respectively. The two classes are substantially identical in all respects, except that the holders of the Class A common stock, which we refer to as the “Lennar Class A stockholders,” are entitled to one vote per share and the holders of the Class B common stock, which we refer to as the “Lennar Class B stockholders,” and together with the Lennar Class A stockholders, the “Lennar stockholders,” are entitled to 10 votes per share. The trading price of the Class A common stock usually is higher than the trading price of the Class B common stock. Based on the outstanding shares of Lennar and CalAtlantic stock on January 4, 2018, the Lennar shares that are issued to CalAtlantic stockholders in the Merger will constitute approximately 26% of the Lennar shares of both classes that will be outstanding immediately following the Merger.

Information About CalAtlantic (See Page 103)

CalAtlantic Group, Inc., a Delaware corporation, is headquartered in Arlington, Virginia. CalAtlantic builds homes across the homebuilding spectrum, from entry level to luxury, in over 40 metropolitan statistical areas spanning 17 states. Also providing mortgage, title and escrow services, CalAtlantic is focused on providing an exceptional end-to-end home buying experience for its customers.

CalAtlantic’s executive offices are located at 1100 Wilson Boulevard, #2100, Arlington, Virginia 22209 and its telephone number is (240) 532-3806. Shares of CalAtlantic common stock are listed on the NYSE and trade under the symbol “CAA.”

This joint proxy statement/prospectus incorporates important business and financial information about CalAtlantic from other documents that are incorporated by reference; see the section entitled “Where You Can Find More Information” beginning on page 133.

Information About Merger Sub (See Page 105)

Cheetah Cub Group Corp., a wholly-owned subsidiary of Lennar, is a Delaware corporation formed for the purpose of being a party to the Merger. In the Merger, CalAtlantic will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity and continuing to be a wholly-owned subsidiary of Lennar. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement.

The Merger (See Page 38)

Subject to the terms and conditions in the merger agreement, in the Merger, CalAtlantic will be merged with and into Merger Sub, which is the entity that will survive the Merger and will succeed to all the assets and liabilities, and all the rights and privileges, of CalAtlantic, will be renamed “CalAtlantic Group, Inc.” as a result of the Merger.

Terms of the Merger; Exchange and Payment Procedures (See Page 79, 80)

In the Merger, each share of CalAtlantic common stock that is issued and outstanding immediately prior to the effective time of the Merger (other than shares of CalAtlantic common stock held in the treasury of CalAtlantic 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 prior to the effective time of the Merger) will automatically be converted into the right to receive 0.885 shares of Class A common stock of Lennar and 0.0177 shares of Class B common stock of Lennar. CalAtlantic stockholders will have the option to elect to receive $48.26 per share in cash, without interest, for each share of CalAtlantic common stock in lieu of receiving Lennar

Class A and Class B common stock, subject to a maximum cash amount described below under “—Cash Election.” Any shares of CalAtlantic common stock owned directly or indirectly by CalAtlantic, Lennar or Merger Sub immediately prior to the effective time of the Merger (other than those held in a fiduciary capacity) will be cancelled and the holders of those shares will receive no merger consideration. No fractional shares of Lennar common stock will be issued in connection with the Merger. CalAtlantic stockholders will receive, in lieu of fractional shares of Lennar common stock, cash equal to the applicable fraction of the market value of a full share of the applicable Lennar common stock (based on the last sale price reported on the NYSE) on the last trading day before the date on which the Merger is effective. For a more complete description of the merger consideration, see “The Merger Agreement—Terms of the Merger” beginning on page 79.

Promptly after the effective time of the Merger (but in no event later than two business days after the date on which the effective time occurs), the distribution agent appointed by Lennar will mail or arrange for the electronic delivery to CalAtlantic stockholders of a letter of transmittal and instructions for use in effecting the surrender of CalAtlantic common stock (including stock certificates with regard to any stock held in certificated form) in order to receive Lennar stock as a result of the Merger. Not more than two business days after the date on which the effective time of the Merger occurs, Lennar will deliver the cash consideration to the distribution agent, and the distribution agent will promptly thereafter distribute the cash consideration to the holders of CalAtlantic common stock entitled to receive the cash consideration.

Cash Election (See Page 83)

Each person who is a record owner of CalAtlantic common stock at any time between the date of this joint proxy statement/prospectus and the fifth business day before the scheduled date of the CalAtlantic stockholders meeting will have the option to elect to receive $48.26 per CalAtlantic share in cash instead of Lennar Class A and Class B common stock with regard to some or all of the person’s CalAtlantic common stock. The number of CalAtlantic shares with regard to which Lennar will pay cash to a CalAtlantic stockholder who makes a cash election will be subject to proration to the extent the total amount of cash that Lennar would have to pay for all the CalAtlantic shares that are the subject of cash elections would exceed $1,162,250,000 (i.e., to the extent cash elections are made with regard to more than 24,083,091 shares of CalAtlantic’s common stock). MP CA Homes has agreed that if CalAtlantic stockholders (which may include MP CA Homes) do not elect to receive cash consideration with respect to the maximum number of shares as to which Lennar has agreed to pay cash, MP CA Homes will be deemed to have made a cash election with regard to the number of its CalAtlantic shares that would cause cash elections to be made with regard to that maximum number of CalAtlantic shares. For a more complete description of the MP CA Homes voting and cash election agreement, see “The MP CA Homes Voting and Cash Election Agreement—Provision Relating to Cash Election” beginning on page 99.

Lennar will cause the distribution agent to transmit a cash election form to each holder of record of CalAtlantic common stock as of the most recent practicable date prior to such mailing which will enable a record holder to specify the number of shares of CalAtlantic common stock, if any, as to which the record holder elects to exercise the cash election option. In order to properly exercise the cash election option, a record holder of CalAtlantic common stock must timely return a completed and signed cash election form, together with the stock certificate evidencing the shares of CalAtlantic common stock as to which the cash election option is being exercised or an agent’s message stating that such shares of common stock have been transferred by book entry transfer to an account established by the distribution agent. YOU WILL NOT BE ENTITLED TO PARTICIPATE IN THE CASH ELECTION UNLESS YOU PROPERLY COMPLETE AND RETURN, AND DO NOT WITHDRAW, A CASH ELECTION FORM IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE MERGER AGREEMENT AND IN THE CASH ELECTION FORM. YOU WILL RECEIVE LENNAR COMMON STOCK AS MERGER CONSIDERATION WITH RESPECT TO EACH SHARE OF CALATLANTIC STOCK FOR WHICH YOU DO NOT MAKE A VALID CASH ELECTION. A HOLDER OF SHARES OF CALATLANTIC COMMON STOCK WILL HAVE THE RIGHT TO CHANGE OR

WITHDRAW A CASH ELECTION AT ANY TIME BEFORE THE ELECTION DEADLINE, BUT NOT AFTER THE ELECTION DEADLINE, IN ACCORDANCE WITH PROCEDURES SET FORTH IN THE CASH ELECTION FORM. IF THE MERGER AGREEMENT IS TERMINATED WITHOUT THE MERGER TAKING PLACE, ALL CASH ELECTIONS WILL AUTOMATICALLY BE DEEMED REVOKED.

Financing Related to the Merger (See Page 83)

Although the Merger is not conditioned upon Lennar having received any financing, in anticipation of the payments Lennar will be making as a result of exercises of the cash election option, Lennar sold $300 million of 2.95% Senior Notes due 2020 and $900 million of 4.75% Senior Notes due 2027, in a private offering, which we refer to as the “Senior Notes Offering” that closed on November 29, 2017. Lennar intends to use the net proceeds from the Senior Notes Offering to fund the cash consideration payable to CalAtlantic stockholders who elect to receive cash in the Merger, to pay expenses related to the Merger and for general corporate purposes.

Treatment of CalAtlantic Equity Awards (See Page 81)

Treatment of Stock Options

At the effective time of the Merger, each outstanding option to purchase shares of CalAtlantic common stock will automatically convert into an option to acquire Lennar Class A and Class B common stock on the same terms and conditions as were applicable under such CalAtlantic option immediately prior to the consummation of the Merger as follows (i) the number of shares of CalAtlantic common stock to which the option related immediately prior to the effective time will be multiplied by (ii) 0.885 (rounded down, if necessary, to the nearest whole share of Lennar Class A common stock), plus one share of Lennar Class B common stock for each 50 shares of Class A common stock, subject to the terms of the option (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant CalAtlantic equity plans or applicable award agreement by reason of the transactions contemplated by the merger agreement). The exercise price of each outstanding option will be based on the exercise price of the CalAtlantic option per share of CalAtlantic common stock as of immediately prior to the effective time of the Merger, the exchange ratio of 0.885 shares of Lennar Class A common stock for each share of CalAtlantic common stock and equitable and proportionate adjustments taking into account a November 2017 Lennar Class B stock dividend. At or prior to the effective time of the Merger, Lennar will file a registration statement on Form S-8 (or any successor or other appropriate forms), with respect to the shares of Lennar common stock subject to such options, and it will use its commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as such options remain outstanding.

If the employment of a holder of a CalAtlantic stock option is terminated, other than for “cause,” on or prior to first anniversary of the effective time of the Merger, any assumed and outstanding stock options held by such individual will become fully vested upon such termination of employment.

Treatment of Restricted Stock Units and Performance Share Units.

At the effective time of the Merger, each time-based or performance-based restricted stock unit, or RSU, award granted under any of the CalAtlantic equity plans that is outstanding immediately prior to the effective time of the Merger will be converted into a right to receive shares of Lennar common stock, on the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant CalAtlantic equity plans or applicable award agreement by reason of the transactions contemplated by the merger agreement) as were applicable under such RSUs as of immediately prior to the consummation of the Merger. The number of shares subject to the RSU will be equal to (i) the number of shares of CalAtlantic common stock subject to the

restricted stock immediately prior to the effective time of the Merger multiplied by (ii) 0.885 (rounded down if necessary), plus one share of Lennar Class B common stock for each 50 shares of Class A common stock, subject to possible adjustment as provided in the merger agreement. All performance-based vesting criteria to which any outstanding CalAtlantic RSUs are subject for which the performance period is not completed as of the effective time of the Merger will be deemed achieved at the target performance level. At or prior to the effective time of the Merger, Lennar will file a registration statement on Form S-8 (or any successor or other appropriate forms), with respect to the shares of Lennar common stock subject to such RSUs and performance share units, or PSUs, and it will use its commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as such RSUs remain outstanding.

If the employment of a holder of a CalAtlantic RSU is terminated, other than for “cause,” on or prior to first anniversary of the effective time, any assumed and outstanding RSUs held by such individual will become fully vested upon such termination of employment.

Treatment of Stock Appreciation Rights.

At the effective time of the Merger, each stock appreciation right, or SAR, based on shares of CalAtlantic common stock that is outstanding immediately prior to the effective time will automatically convert into a right based on the shares of Lennar Class A and Class B common stock, on the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration thereof pursuant to the existing terms of the relevant CalAtlantic equity plans or applicable award agreement by reason of the transactions contemplated by the merger agreement) as were applicable as of immediately prior to the effective time, subject to adjustment as provided in the merger agreement. Each SAR will convert into (i) the number of shares of CalAtlantic common stock to which the SAR related immediately prior to the effective time multiplied by (ii) 0.885 (rounded down, if necessary, to the nearest whole share of Lennar Class A common stock), plus one share of Lennar Class B common stock for each 50 shares of Class A common stock. The exercise price of each outstanding SAR will be based on the exercise price per share of CalAtlantic common stock as of immediately prior to the effective time of the Merger, the exchange ratio of 0.885 shares of Lennar Class A common stock for each share of CalAtlantic common stock, and equitable and proportionate adjustments taking into account the Class B dividend. If the holders of SARs are entitled to receive shares of Lennar Class A common stock on exercise of the SARs, at or prior to the effective time of the Merger, Lennar will file a registration statement on Form S-8 (or any successor or other appropriate forms), with respect to the shares of Lennar common stock subject to such SARs, and it will use its commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as the SARs remain outstanding.

If the employment of a holder of a CalAtlantic SAR is terminated, other than for “cause,” on or prior to first anniversary of the effective time of the Merger, any assumed and outstanding SARs held by such individual will become fully vested upon such termination of employment.

For a more complete discussion of the treatment of CalAtlantic equity-based awards, see “The Merger Agreement—Treatment of Equity Awards” beginning on page 81. For further discussion of the treatment of CalAtlantic equity-based awards held by certain CalAtlantic directors and executive officers, see “The Merger—Interests of CalAtlantic Directors and Executive Officers in the Merger” beginning on page 68.

Treatment of CalAtlantic Convertible Debt (See Page 81)

Upon conversion of CalAtlantic convertible debt after the Merger, the holder will be entitled to receive with regard to each share of CalAtlantic common stock the holder would have received if the conversion had taken place immediately before the effective time of the Merger, the same consideration per share that is received by CalAtlantic stockholders who elect to receive cash, which may be wholly or primarily cash of $48.26 per share.

However, Lennar intends to offer holders of CalAtlantic convertible debt for a limited period of time after the Merger takes place the option of electing to receive on conversion the same combination of Lennar Class A and Class B common stock and cash that is received in total by all holders of CalAtlantic stock. Based on the CalAtlantic common stock that was outstanding on January 4, 2018, this would be approximately 79% Lennar Class A and Class B common stock and 21% cash.

Board of Directors and Executive Officers After Completion of the Merger (See Page 67)

Upon completion of the Merger, the current members of the Lennar board of directors will continue to be directors of Lennar. They are Irving Bolotin, Steven L. Gerard, Theron I. (“Tig”) Gilliam, Sherrill W. Hudson, Sidney Lapidus, Teri McClure, Stuart Miller, Armando Olivera, Donna Shalala and Jeffrey Sonnenfeld. Lennar has agreed that immediately following the effective time of the Merger, Scott Stowell, who currently is the Executive Chairman of CalAtlantic’s board of directors, will be elected to serve on the Lennar board of directors, assuming Mr. Stowell is able to serve.

For more information about the directors and executive officers of Lennar after the Merger, see “The Merger—Board of Directors and Executive Officers After Completion of the Merger” beginning on page 67.

CalAtlantic Board Recommendation and Its Reasons for the Merger (See Page 54)

After careful consideration, the CalAtlantic board of directors recommends that CalAtlantic stockholders vote “FOR” each proposal being submitted to a vote of CalAtlantic stockholders at the CalAtlantic special meeting.

In the course of reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, the CalAtlantic board of directors considered a number of factors. For a more complete discussion of these factors, see “The Merger—CalAtlantic Board Recommendation and Its Reasons for the Merger” beginning on page 54.

Opinion of CalAtlantic’s Financial Advisor (See Page 57)

CalAtlantic retained J.P. Morgan Securities LLC, which we refer to as “J.P. Morgan,” to act as financial advisor to the CalAtlantic board of directors in connection with the proposed Merger. At the meeting of the CalAtlantic board of directors on October 29, 2017, J.P. Morgan rendered its oral opinion to the CalAtlantic board of directors that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing the opinion, the consideration to be paid to the holders of the CalAtlantic common stock in the proposed Merger was fair, from a financial point of view, to such stockholders. J.P. Morgan confirmed this oral opinion by delivering its written opinion to the CalAtlantic board of directors, dated October 29, 2017.

The full text of the written opinion of J.P. Morgan dated October 29, 2017, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing the opinion, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference. CalAtlantic stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the CalAtlantic board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was directed only to the consideration to be paid in the proposed Merger and did not address any other aspect of the proposed Merger. The opinion does not constitute a recommendation to any stockholder of CalAtlantic as to how such stockholder should vote with respect to the proposed Merger or any other matter. For a description of the opinion that the CalAtlantic board of directors received from J.P. Morgan, see “The Merger—Opinion of CalAtlantic’s Financial Advisor” beginning on page 57 of this joint proxy statement/prospectus.

Interests of CalAtlantic Directors and Executive Officers in the Merger (See Page 68)

Directors and executive officers of CalAtlantic have certain interests in the Merger that may be different from or in addition to the general interests of CalAtlantic stockholders. These interests include, among others, potential severance benefits and other payments, the treatment of outstanding equity awards pursuant to their severance and change in control agreements, certain retention bonuses if they remain employed by CalAtlantic at the effective time of the Merger (subject to limited exceptions), and rights to ongoing indemnification and insurance coverage. The CalAtlantic board of directors was aware of and considered those interests, among other matters, in reaching its decision to (i) approve the Merger and the other transactions contemplated by the merger agreement, (ii) adopt, approve and declare advisable the merger agreement, and (iii) resolve to recommend the adoption of the merger agreement to CalAtlantic stockholders. See the section entitled “Interests of CalAtlantic’s Directors and Executive Officers in the Mergers” for a more detailed description of these interests.

At the close of business on January 4, 2018 (the record date for determining the CalAtlantic stockholders who are entitled to vote at the meeting), the number of outstanding CalAtlantic shares entitled to vote held by CalAtlantic’s directors, executive officers and their affiliates was 30,586,507 shares (including the shares held by MP CA Homes), which represented approximately 26.2% of the total voting power of the shares of CalAtlantic common stock outstanding on that date. Approval of the merger agreement requires the affirmative vote of a majority of the outstanding CalAtlantic shares entitled to vote thereon.

Voting Agreements (See Pages 98 and 99)

MP CA Homes, which owns approximately 24.3% of the outstanding CalAtlantic common stock, has agreed to vote all those shares in favor of adopting the merger agreement and approving any other Merger-related matters presented for a vote of the CalAtlantic stockholders. MP CA Homes has also agreed to vote those shares, and any other shares of CalAtlantic common stock that MP CA Homes owns or has the power to vote, against any transaction that would prevent or materially delay the Merger or deprive Merger Sub or Lennar of the material benefits of the Merger.

Stuart Miller, certain entities owned by trusts of which Mr. Miller and members of his family are the beneficiaries, which entities and trusts are referred to as the “Miller entities” and which collectively own Lennar stock that entitles them to cast approximately 39.0% of the votes that can be cast by all the Lennar stockholders (but only 0.73% of the votes that can be cast by holders of Class A common stock voting as a separate class), have agreed to vote all the shares of Lennar stock that they own or have the power to vote in favor of both of the Merger-related proposals that will be presented to the Lennar stockholders. Mr. Miller and the Miller entities have also agreed to vote those shares against any transaction that would prevent or materially delay the Merger.

If the Lennar board of directors changes its recommendation that Lennar’s stockholders vote in favor of the two Merger-related proposals, Mr. Miller and the Miller entities will be required to vote all of their shares of Class A common stock, but will only be required to vote shares of Class B common stock representing 30% of the outstanding Class B common stock (and, therefore, approximately 19.2% in voting power of the Class A and Class B common stock voting together), in favor of the proposals. They will be free to vote the remainder of the shares in their discretion.

Certain U.S. Federal Income Tax Considerations (See Page 75)

The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and, in connection with the filing of the registration statement of which this joint proxy statement/prospectus is a part, CalAtlantic’s tax counsel, Gibson, Dunn & Crutcher LLP, which we refer to as Gibson Dunn, has rendered its tax opinion to CalAtlantic. It is the opinion of Gibson Dunn that subject to the qualifications and assumptions described in the section captioned “Certain U.S. Federal Income Tax Considerations” below, the Merger will

qualify as a reorganization within the meaning of Section 368(a) of the Code. Based on that opinion, in the Merger, a CalAtlantic stockholder generally:

Accounting Treatment of the Merger (See Page 67)

The Merger will be accounted for as an acquisition of CalAtlantic by Lennar under the acquisition method of accounting according to U.S. generally accepted accounting principles, which we refer to as “GAAP.”

For a more complete description of the accounting treatment of the Merger, see “The Merger—Accounting Treatment of the Merger” beginning on page 67.

No Appraisal Rights (See Page 68)

Appraisal 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, neither CalAtlantic stockholders nor Lennar stockholders will have appraisal or dissenters’ rights as a result of the Merger.

Regulatory Approvals Required for the Merger (See Page 67)

Lennar and CalAtlantic have determined that no authorizations, approvals or consents from regulatory authorities are required to enable them to complete the Merger. For a more complete discussion of regulatory matters relating to the Merger, see “The Merger—Regulatory Approvals Required for the Merger beginning on page 67.

Conditions to Completion of the Merger (See Page 84)

The parties expect to complete the Merger after all of the conditions in the merger agreement are satisfied or waived, including the receipt of stockholder approvals by CalAtlantic at the CalAtlantic special meeting and Lennar at the Lennar special meeting. However, it is possible that factors outside of either company’s control could prevent them from completing the Merger until a later time or not to complete the Merger at all.

The obligations of one or both of CalAtlantic and Lennar to consummate the Merger are conditioned upon the satisfaction (or waiver by the affected party) at or prior to the closing of the Merger of specified conditions, including the following:

The conditions set forth in the merger agreement may be waived by Lennar or CalAtlantic, subject to applicable law and the agreement of the other party in certain circumstances. If approval of the Lennar Authorized Share Proposal is not required in order for Lennar to be able to issue all the shares it will be required to issue as a result of the Merger, including shares it may be required to issue as a result of conversions of CalAtlantic convertible debt and exercises of CalAtlantic options, restricted stock units and stock appreciation rights, Lennar will complete the Merger even if the Lennar Authorized Share Proposal is not approved. For a more complete discussion of the conditions to the Merger, see “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 84.

No Solicitation; Notice of Proposals (See Page 90)

Subject to certain exceptions discussed below, CalAtlantic is required to:

Notwithstanding the above, in connection with any inquiry, proposal or offer with respect to a possible acquisition transaction that CalAtlantic receives despite complying in all material respects with the obligations listed immediately above, CalAtlantic, its subsidiaries and their respective representatives may:

A “superior proposal” means an alternative acquisition proposal, which (v) is not subject to the outcome of due diligence or any other form of investigation, (w) is not subject to a financing contingency, (x) is from a potential acquiror which the CalAtlantic board reasonably determines in good faith after consultation with its independent financial advisor has the financial resources necessary to carry out the transaction, (y) is not reasonably likely to be the subject of regulatory concerns that could prevent or materially delay completion of the transaction, and (z) the CalAtlantic board determines in good faith after consultation with its independent financial advisor, and taking account of, among other things, the value of the synergy benefits resulting from the proposed transaction with Lennar, to be more favorable to the CalAtlantic’s stockholders than the proposed transaction with Lennar.

If at any time, CalAtlantic receives an alternative acquisition proposal, request for non-public information in connection with such a proposal or an indication that a prospective acquiror intends to make such a proposal, then within two business days, CalAtlantic must inform Lennar of the proposal, request or indication, provide the identity of the third party from which the proposal, request or indication was received, and provide a reasonably detailed description of the material terms of the proposal, request or indication. Further, CalAtlantic must thereafter promptly provide Lennar with any additional material information CalAtlantic obtains regarding such proposal, request, indication or notification, and otherwise keep Lennar reasonably informed as to the status of the alternative acquisition proposal.

Termination of the Merger Agreement (See Page 94)

The merger agreement may be terminated prior to the effective time of the Merger, whether before or after approval of the Merger proposal by CalAtlantic stockholders, Lennar stockholders, or both (except as otherwise provided below), by the mutual written consent of CalAtlantic or Lennar, or by one or both of CalAtlantic and Lennar as follows:

by either CalAtlantic or Lennar (provided that such party is not in breach or such party’s breach is not the primary cause of such condition, as applicable):

by CalAtlantic (provided that CalAtlantic is not in breach or CalAtlantic’s breach is not the primary cause of the condition, as applicable):

by Lennar (provided that neither Lennar nor Merger Sub is in breach or Lennar’s or Merger Sub’s breach is not the primary cause of the condition, as applicable):

Effect of Termination; Termination Fees; Expense Reimbursement (See Pages 96)

If the merger agreement is validly terminated, then, with certain exceptions, the merger agreement will be null and void and none of the parties will have any further rights or obligations under it. However, termination of the merger agreement will not relieve either party of liability for any knowing and intentional breach of any of its covenants and agreements in the merger agreement before the merger agreement is terminated.

CalAtlantic will be required to pay Lennar a termination fee of $178.7 million if:

Lennar will be required to pay CalAtlantic a termination fee of $178.7 million if:

If the Lennar stockholders do not give the stockholder approval or approvals that are necessary for Lennar to consummate the Merger, Lennar will have to reimburse CalAtlantic for its reasonable out-of-pocket Merger related expenses, up to $30 million. If the CalAtlantic stockholders do not give the stockholder approval that is necessary for CalAtlantic to consummate the Merger, CalAtlantic will have to reimburse Lennar for its reasonable out-of-pocket Merger related expenses, up to $30 million.    

Summary of Risk Factors Related to the Merger (See Page 26)

You should carefully consider all of the risk factors together with all of the other information included in this joint proxy statement/prospectus before deciding how to vote. The risks related to the Merger are described under the section “Risk Factors—Risk Factors Relating to the Merger” beginning on page 26.

Purpose of the CalAtlantic Special Meeting; Required Vote (See Pages 106 and 107)

At the CalAtlantic special meeting, CalAtlantic stockholders will be asked to consider and vote upon:

Approval of the CalAtlantic Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of the CalAtlantic common stock entitled to vote on the proposal. Approval of the CalAtlantic Merger-Related Compensation Proposal requires 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 in which a 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. Approval of the CalAtlantic Adjournment Proposal requires 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.

Approval of the CalAtlantic Merger Proposal is required for completion of the Merger.

Ownership of CalAtlantic Shares by CalAtlantic Directors and Executive Officers (See Page 103)

As of January 4, 2018 (the record date for determining the CalAtlantic stockholders who are entitled to vote at the special meeting), CalAtlantic directors and executive officers and their affiliates owned and were entitled

to vote 30,586,507 shares of CalAtlantic common stock, or approximately 26.2% of the total voting power of the shares of CalAtlantic common stock outstanding on that date.

Purpose of the Lennar Special Meeting; Required Vote (See Page 110)

At the Lennar special meeting, Lennar stockholders will be asked to consider and vote upon:

Approval of 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 the proposal at the Lennar special meeting 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 (i) 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 (ii) the holders of a majority of the shares of Class A common stock that are voted with regard to the proposal at the Lennar special meeting at which a quorum is present. The Lennar Adjournment 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, voting together as though they were a single class.

Approval of the Lennar Merger Proposal is required for completion of the Merger. 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 also be required for completion of the Merger. Lennar has an agreement with MP CA Homes 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.”

The Lennar board of directors unanimously recommends that Lennar stockholders vote “FOR” all the proposals set forth above, as more fully described in the section titled “Lennar Special Meeting—Purpose of the Lennar Special Meeting” beginning on page 110.

Ownership of Lennar Shares by Lennar Directors and Executive Officers (See Page 102)

As of the record date, Lennar directors and executive officers and their affiliates owned and were entitled to vote 4,581,782 shares of Lennar Class A common stock and 22,085,396 shares of Lennar Class B common stock, which gave them approximately 2.2% of the total voting power of Lennar Class A common stock outstanding on that date, and approximately 40.0% of the total voting power of Lennar Class A and Class B Stock outstanding on that date, voting together as though they were a single class.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF LENNAR

The following table sets forth selected historical consolidated financial and operating information about Lennar at or for the nine months ended August 31, 2017 and August 31, 2016, and at or for the fiscal years ended November 30, 2012 through 2016. The information presented below is based upon Lennar’s historical consolidated financial statements. The selected historical consolidated financial data of Lennar for each of the years ended November 30, 2016, 2015 and 2014 and at November 30, 2016 and 2015 have been derived from Lennar’s audited consolidated financial statements contained 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. The financial data for the nine month periods ended August 31, 2017 and 2016 and at August 31, 2017 are derived from Lennar’s unaudited condensed consolidated financial statements contained in Lennar’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2017, which is incorporated by reference into this joint proxy statement/prospectus.

The selected historical consolidated financial data for the fiscal years ended November 30, 2013 and 2012 and at November 30, 2014, 2013 and 2012 have been derived from Lennar’s audited consolidated financial statements at or for the years ended on those dates, which have not been incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data at August 31, 2016 have been derived from Lennar’s unaudited interim consolidated financial statements and related notes thereto contained in Lennar’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2016, which has not been incorporated by reference into this joint proxy statement/prospectus. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Lennar, and you should read the following information together with (i) Lennar’s audited consolidated financial statements and the related notes, and the sections captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Lennar’s Annual Report on Form 10-K for the year ended November 30, 2016 and (ii) Lennar’s unaudited interim consolidated financial statements, the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Lennar’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2017. For more information, see “Where You Can Find More Information” beginning on page 133.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CALATLANTIC

The following statement of operations data for the years ended December 31, 2016, 2015 and 2014 and the balance sheet data as of December 31, 2016 and 2015 have been derived from the audited consolidated financial statements of CalAtlantic contained in its Annual Report on Form 10-K for the year ended December 31, 2016, which are incorporated into this document by reference. The statement of operations data for the years ended December 31, 2013 and 2012, and the balance sheet data as of December 31, 2014, 2013 and 2012 have been derived from the audited consolidated financial statements of CalAtlantic for such periods, which have not been incorporated into this document by reference.

The summary selected historical financial data for the nine months ended September 30, 2017 and 2016, and as of September 30, 2017, have been derived from the unaudited interim consolidated financial statements of CalAtlantic contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, which is incorporated into this document by reference. The summary selected historical financial data as of September 30, 2016 have been derived from the unaudited interim consolidated financial statements of CalAtlantic contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, which has not been incorporated into this document by reference. These financial statements are unaudited, but, in the opinion of CalAtlantic’s management, contain all adjustments necessary to present fairly CalAtlantic’s financial position and results of operations for the periods indicated.

On October 1, 2015, Standard Pacific Corp. completed its merger with The Ryland Group, Inc., with Standard Pacific Corp. continuing as the surviving corporation and changing its name to CalAtlantic Group, Inc. Because the closing of the merger occurred during the year ended December 31, 2015, the financial information and operating data below for the years ended December 31, 2014, 2013 and 2012, includes only stand-alone data for predecessor Standard Pacific Corp., and the financial information and operating data below for the year ended December 31, 2015 include Ryland’s operations only from and after October 1, 2015. In connection with the Standard Pacific/Ryland merger, CalAtlantic completed a one-for-five reverse stock split. All prior period share and per share amounts have been restated to reflect such reverse stock split. Effective December 31, 2015, CalAtlantic early adopted ASU No. 201503, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 was retrospectively applied to the financial statements and as such, homebuilding other assets and homebuilding debt for all periods presented have been adjusted accordingly. Please see Note 2.w. of the CalAtlantic consolidated financial statements for the year ended December 31, 2015, set forth in CalAtlantic’s Annual Report on Form 10-K for the year ended December 31, 2015. See the section entitled “Where You Can Find More Information” beginning on page 133.

Historical results are not necessarily indicative of the results that may be expected for any future period. This selected consolidated financial data should be read in conjunction with CalAtlantic’s Annual Report on Form 10-K for the year ended December 31, 2016 and CalAtlantic’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, including the related notes and section captioned “Management’s

Discussion and Analysis of Financial Condition and Results of Operations.” See the section entitled “Where You Can Find More Information” beginning on page 133.

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following summary pro forma financial information is based on the historical financial statements of Lennar as of August 31, 2017 and CalAtlantic as of September 30, 2017 and for the nine months then ended, and for the year ended November 30, 2016 for Lennar and for the year ended December 31, 2016 for CalAtlantic, each of which is incorporated by reference into this joint proxy statement/prospectus, adjusted to give effect to the Merger and related financing as described under “The Merger—Financing Related to the Merger” and “Unaudited Pro Forma Condensed Combined Financial Statements of Lennar and CalAtlantic” included in this joint proxy statement/prospectus. This pro forma financial information is being presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the results that may be expected following the Merger.

The following table presents selected unaudited pro forma combined financial information about Lennar’s consolidated balance sheet and statements of operations, after giving effect to the Merger. The information under “Statement of Operations Data” in the following table gives effect to the Merger as if it had been consummated on December 1, 2015, the beginning of the earliest period presented. The information under “Financial Position Data” in the following table assumes the Merger was consummated on August 31, 2017. This unaudited pro forma combined financial information was prepared using the acquisition method of accounting with Lennar considered the acquirer of CalAtlantic.

In addition, the unaudited pro forma combined financial information includes adjustments that are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes. The unaudited pro forma combined financial information is presented for illustrative purposes only and may not be indicative of financial results of the combined company.

The information presented below should be read in conjunction with the historical consolidated financial statements of Lennar and CalAtlantic, including the related notes, filed by each of them with the SEC, and incorporated by reference into this joint proxy statement/prospectus and with the pro forma condensed combined financial statements of Lennar and CalAtlantic, including the related notes, appearing elsewhere in this document. See “Where You Can Find More Information” beginning on page 133 and “Unaudited Pro Forma Condensed Combined Financial Statements of Lennar and CalAtlantic” beginning on page F-1. The unaudited pro forma condensed combined financial data are presented for illustrative purposes only, and are not necessarily indicative of results that actually would have occurred or that may occur in the future had the Merger been completed on the dates indicated. Accordingly this information should not be relied upon for purposes of making any investment or other decisions.

The unaudited pro forma financial statements also give effect to the Senior Notes Offering as though it had occurred as of the same date as the Merger.

Lennar’s fiscal year ends on November 30, and CalAtlantic’s fiscal year ends on December 31. As a consequence of Lennar’s and CalAtlantic’s different fiscal year ends:

Summary Pro Forma Condensed Combined Financial Data

UNAUDITED COMPARATIVE PER SHARE DATA

The following table shows Lennar’s and CalAtlantic’s per share data on a historical and pro forma combined basis. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Merger had been completed as of the beginning of the periods presented, nor is it necessarily indicative of the future operating results or financial position of the combined company.

Except for the historical information for the year ended November 30, 2016 for Lennar and December 31, 2016 for CalAtlantic, the information in the table is unaudited.

The following comparative per share data for Lennar and for CalAtlantic is derived from the respective historical consolidated financial statements of each of them included in their respective Annual Reports on Form 10-K for the years ended November 30, 2016 and December 31, 2016, respectively, and their respective Quarterly Reports on Form 10-Q for the quarterly periods ended August 31, 2017 and September 30, 2017, respectively, all of which are incorporated by reference into this joint proxy statement/prospectus. The historical book value per share is computed by dividing the total stockholders’ equity by the number of shares of common stock outstanding at the end of the period. The pro forma earnings per share of the combined company is computed by dividing the pro forma income by the pro forma weighted average number of shares outstanding. The pro forma book value per share of the combined company is computed by dividing the total pro forma stockholders’ equity by the pro forma number of shares of common stock outstanding at the end of the period. This information should be read together with the unaudited pro forma combined financial data included under “Unaudited Pro Forma Condensed Combined Financial Statements of Lennar and CalAtlantic” beginning on page F-1 of this joint proxy statement/prospectus.

MARKET PRICES AND DIVIDENDS

The table below sets forth, for the calendar quarters indicated, the high and low sales prices per share of CalAtlantic common stock, which trades on the NYSE under the symbol “CAA,” and Lennar Class A and Class B common stock, which trade on the NYSE under the symbol “LEN and “LEN.B,” respectively, as well as the quarterly cash dividends declared per share for the periods indicated. The stock prices prior to November 9, 2017 have not been adjusted for the Lennar Class B stock dividend distributed November 27, 2017.

The following table presents the closing prices of CalAtlantic common stock and Lennar Class A and Class B common stock on October 27, 2017, the last full trading day prior to the public announcement of the Merger, and January 2, 2018, the most recent practicable trading day before the date of this joint proxy statement/prospectus.

CalAtlantic stockholders are advised to obtain current market quotations for CalAtlantic common stock and Lennar Class A and Class B common stock. The market price of Lennar Class A and Class B common stock will fluctuate between the date of this joint proxy statement/prospectus and the completion of the Merger. No assurance can be given concerning the market price of CalAtlantic common stock before the effective date of the Merger. No assurance can be given concerning the market price of Lennar Class A or Class B common stock before or after the effective date of the Merger.

Since December 30, 2015, the CalAtlantic board has declared quarterly cash dividends of $0.04 per share. Under the merger agreement, CalAtlantic has agreed not to declare or pay any dividends, or make any other distributions, to its stockholders other than payments of quarterly cash dividends in the ordinary course in amounts per share no greater than the quarterly cash dividends paid in the prior quarters of fiscal year 2017. In addition, on October 30, 2017, the CalAtlantic board of directors declared a cash dividend of $0.04 per share of CalAtlantic common stock, payable on December 30, 2017 to the holders of record at the close of business on December 15, 2017.

Since October 2008, the Lennar board of directors has declared quarterly cash dividends of $0.04 per share for both its Class A and its Class B common stock. However, each quarter the Lennar board of directors evaluates the decision whether to declare a dividend and the amount of the dividend. Lennar’s debt instruments include provisions that could under some circumstances affect its ability to pay dividends, but none of them is likely to affect Lennar’s ability to continue paying dividends at the current rate. In addition, on October 29, 2017, the Lennar board of directors declared a stock dividend of one share of Class B common stock for each 50 shares of Class A common stock or Class B common stock outstanding, payable on November 27, 2017 to holders of record at the close of business on November 10, 2017.