Millrose Properties (MRP) plans $500M senior notes offering due 2032

Rhea-AI Filing Summary

Millrose Properties, Inc. filed an update stating that it plans to offer up to $500,000,000 aggregate principal amount of senior notes due 2032. These notes are being marketed in a private placement, subject to market conditions, rather than through a public SEC-registered offering.

The notes and related guarantee will be offered in the U.S. only to qualified institutional buyers under Rule 144A and outside the U.S. to certain non-U.S. investors under Regulation S. The company emphasizes that the notes will not be registered under the Securities Act and cannot be sold in the United States without an applicable exemption. The filing also includes customary forward-looking statement language and attaches a press release as an exhibit.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2025

Millrose Properties, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland		001-42476		99-2056892
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
600 Brickell Avenue, Suite 1400
Miami, Florida				33131
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 782-3841

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.01 per share		MRP		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 8.01 Other Events.

Announcement of Notes Offering

On September 8, 2025, Millrose issued a press release announcing that it plans to offer (the “Offering”) up to $500,000,000 aggregate principal amount of senior notes due 2032 (the “Notes”), subject to market conditions. The Offering will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes and related guarantee are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to certain non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.

The Notes and the related guarantee have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction, and the Notes may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws. This Report shall not constitute an offer to sell or the solicitation of an offer to buy, any securities, nor shall there be any sales of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-looking Statements

Certain statements contained in this Report and oral statements made regarding the matters addressed in this Report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements about the Offering, the expected use of proceeds therefrom and other future events. All forward-looking statements included in this Report are qualified in their entirety by, and should be read in the context of, the risk factors and other factors disclosed in the Company’s filings with the Securities and Exchange Commission, which can be obtained free of charge on the Securities and Exchange Commission’s web site at http://www.sec.gov. Except to the extent required by applicable law, Millrose undertakes no obligation to update or revise any information contained in this communication beyond the date hereof, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
99.1		Press Release dated September 8, 2025.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

				MILLROSE PROPERTIES, INC.
Date: September 8, 2025				By:		/s/ Garett Rosenblum
				Name:		Garett Rosenblum
				Title:		Chief Financial Officer and Treasurer

FAQ

What financing did Millrose Properties (MRP) announce in this 8-K?

Millrose Properties announced that it plans to offer up to $500,000,000 aggregate principal amount of senior notes due 2032 in a private offering, subject to market conditions.

Are the new Millrose Properties (MRP) senior notes registered with the SEC?

No. The senior notes and related guarantee have not been and will not be registered under the Securities Act, and any sales in the United States must rely on an exemption from registration.

Who can buy the Millrose Properties (MRP) senior notes mentioned in the filing?

The notes are offered in the United States only to persons reasonably believed to be qualified institutional buyers under Rule 144A and outside the United States to certain non-U.S. persons under Regulation S.

When do the Millrose Properties (MRP) senior notes mature?

The planned senior notes described in the filing are due in 2032, giving them a long-term maturity profile.

Does this 8-K constitute an offer to sell Millrose Properties (MRP) securities?

No. The company states that this communication does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where such activity would be unlawful.

What additional information about the Millrose Properties (MRP) notes is provided with this 8-K?

A press release dated September 8, 2025 describing the planned notes offering is filed as Exhibit 99.1 and incorporated by reference.