Millrose Properties completes $1B senior-note issuance

The 2031 notes carry a full-redemption requirement tied to completion of the Dream Finders Homes–Beazer Homes merger by May 13, 2027.

Rhea-AI Filing Summary

Millrose Properties, Inc. completed a $1.0 billion senior-note issuance on October 6, 2026: $500.0 million of 6.500% notes due October 15, 2029, and $500.0 million of 6.750% notes due October 15, 2031. Interest is payable April 15 and October 15, beginning April 15, 2027.

The notes are senior unsecured obligations, fully and unconditionally guaranteed by wholly owned subsidiaries. They rank equally with senior debt and ahead of future subordinated debt, but are effectively subordinated to secured debt and structurally subordinated to liabilities of subsidiaries that do not guarantee them. The indentures limit certain liens, sale-leaseback transactions and mergers, subject to qualifications and exceptions.

Before October 15, 2027, Millrose may redeem up to 40% of the 2029 notes using net cash proceeds from certain equity offerings at 106.500% of principal; the corresponding terms for the 2031 notes apply before October 15, 2028, at 106.750%. The 2031 notes must be redeemed in full if the Dream Finders Homes–Beazer Homes merger is not completed by May 13, 2027, its agreement is terminated before then, or Millrose notifies the trustee it will not be completed by then.

Filing Explained

If the merger-related mandatory redemption is triggered, Millrose must pay 100% of the then-outstanding 2031 notes’ principal, plus accrued and unpaid interest through, but excluding, the redemption date.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Aggregate principal amount: $1.0 billion 2029 notes principal: $500.0 million 2029 notes interest rate: 6.500% per annum +5 more

8 metrics

Aggregate principal amount $1.0 billion Senior notes issued October 6, 2026

2029 notes principal $500.0 million Due October 15, 2029

2029 notes interest rate 6.500% per annum Interest payable semiannually

2031 notes principal $500.0 million Due October 15, 2031

2031 notes interest rate 6.750% per annum Interest payable semiannually

First interest payment April 15, 2027 Interest payment date for both note tranches

Optional redemption amount Up to 40% Each tranche, subject to its indenture terms

SMR Outside Date May 13, 2027 Deadline in the 2031 notes' special mandatory redemption provisions

Key Terms

senior unsecured obligations, pari passu, effectively subordinated, structurally subordinated, +2 more

6 terms

senior unsecured obligations financial

"general senior unsecured obligations"

Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.

pari passu financial

"pari passu in right of payment"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

effectively subordinated financial

"effectively subordinated to all ... secured indebtedness"

Debt or claims that are not legally listed as lower priority but, in practice, will be paid after other creditors because of the company’s structure or secured claims. Think of it like standing behind people who are already in line: even if your ticket says you’re next, the way the lines are organized means others get served first, so your chance of getting paid in a default is reduced accordingly.

structurally subordinated financial

"structurally subordinated to all existing and future indebtedness"

A claim or security is structurally subordinated when it sits lower in the legal repayment order because it is issued by a subsidiary rather than the parent company, so its holders are paid only after the parent’s creditors and any creditors of the subsidiary’s parent entities are satisfied. Imagine a line for repayment: structurally subordinated investors stand further back in line, which affects the likelihood and amount they might recover if the company or group faces financial trouble. This matters to investors because it usually implies higher risk and can influence expected return, liquidity, and credit pricing.

make-whole premium financial

"plus a “make-whole” premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

Special Mandatory Redemption Date financial

"on the Special Mandatory Redemption Date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much debt did MRP issue, and when do the notes mature?

MRP completed a $1.0 billion senior-note issuance, split into $500.0 million of 6.500% notes due October 15, 2029, and $500.0 million of 6.750% notes due October 15, 2031. Interest is payable semiannually on April 15 and October 15, beginning April 15, 2027.

When must MRP redeem the 2031 notes early?

MRP must redeem all then-outstanding 2031 notes if the Dream Finders Homes–Beazer Homes merger is not completed by May 13, 2027, the merger agreement is terminated before then, or MRP notifies the trustee before then that the merger will not be completed by that date. The redemption price is 100% of principal plus accrued and unpaid interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/06/2026 - 04:09 PM Accepted by SEC EDGAR 10/06/2026 - 04:08 PM Learn about SEC filing dates

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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): October 6, 2026

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 1.01 Entry into a Material Definitive Agreement.

On October 6, 2026, Millrose Properties, Inc. (“Millrose” or the “Company”) completed the offer and sale (the “Offering”) of $1.0 billion aggregate principal amount of senior notes in two separate tranches, one consisting of $500.0 million aggregate principal amount of 6.500% senior notes due 2029 (the “2029 Notes”) and the other consisting of $500.0 million aggregate principal amount of 6.750% senior notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”). The Notes were issued and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act, or any state securities laws, and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

The 2029 Notes were issued pursuant to an indenture (the “2029 Notes Indenture”), dated as of October 6, 2026, by and among the Company, the subsidiary guarantors party thereto and Citibank, N.A., as trustee. The 2031 Notes were issued pursuant to an indenture (the “2031 Notes Indenture”), dated as of October 6, 2026, by and among the Company, the subsidiary guarantors party thereto and Citibank, N.A., as trustee (the “2031 Notes Indenture” and, together with the 2029 Notes Indenture, the “Indentures”). The Notes are fully and unconditionally guaranteed on a senior unsecured basis by Millrose Properties SPE LLC and MPSAB, LLC, wholly-owned direct and indirect subsidiaries of the Company.

The Notes and the guarantees are the Company’s and the guarantors’ general senior unsecured obligations and are (i) pari passu in right of payment with all of the Company’s and the guarantors’ existing and future senior indebtedness, including the indebtedness under the amended and restated credit agreement, dated March 25, 2026 (as amended, the “Credit Agreement”), among the Company, the lenders from time to time party thereto, the issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and the Company’s outstanding 6.375% Senior Notes due 2030 and 6.250% Senior Notes due 2032, (ii) senior in right of payment to any future subordinated indebtedness of the Company and the guarantors, (iii) effectively subordinated to all of the Company’s and the guarantors’ existing and future secured indebtedness and (iv) structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries that do not guarantee the Notes.

The 2029 Notes bear interest at a rate of 6.500% per annum and the 2031 Notes bear interest at a rate of 6.750% per annum. Interest on each of the 2029 Notes and the 2031 Notes accrues from October 6, 2026 and is payable in arrears on April 15 and October 15 of each year, commencing on April 15, 2027. The 2029 Notes mature on October 15, 2029 and the 2031 Notes mature on October 15, 2031.

The Company has the option to redeem some or all of the 2029 Notes on or after October 15, 2027 at the redemption prices specified in the 2029 Notes Indenture. Prior to October 15, 2027, the Company may redeem some or all of the 2029 Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest on the 2029 Notes being redeemed plus a “make-whole” premium. In addition, prior to October 15, 2027, the Company may redeem up to 40% of the 2029 Notes with cash in an amount not to exceed the net cash proceeds from certain equity offerings at a redemption price equal to 106.500% of the principal amount being redeemed plus accrued and unpaid interest on the 2029 Notes being redeemed.

The Company has the option to redeem some or all of the 2031 Notes on or after October 15, 2028 at the redemption prices specified in the 2031 Notes Indenture. Prior to October 15, 2028, the Company may redeem some or all of the 2031 Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest on the 2031 Notes being redeemed plus a “make-whole” premium. In addition, prior to October 15, 2028, the Company may redeem up to 40% of the 2031 Notes with cash in an amount not to exceed the net cash proceeds from certain equity offerings at a redemption price equal to 106.750% of the principal amount being redeemed plus accrued and unpaid interest on the 2031 Notes being redeemed.

In addition, if (i) the previously announced merger between Dream Finders Homes, Inc. and Beazer Homes, Inc. (the “Dream Finders Transaction”) has not been completed on or prior to May 13, 2027 (the “SMR Outside Date”), or (ii) prior to the SMR Outside Date, (A) the merger agreement governing the Dream Finders Transaction is terminated or (B) the Company notifies the trustee in writing that the Dream Finders Transaction will not be completed by the SMR Outside Date, the Company will be required to redeem all of the then-outstanding 2031 Notes on the Special Mandatory Redemption Date (as defined in the 2031 Notes Indenture) at a price equal to 100% of the principal amount of such 2031 Notes, plus accrued and unpaid interest from the date of initial issuance of such 2031 Notes to, but not including, the Special Mandatory Redemption Date.

Each Indenture limits the Company’s and its restricted subsidiaries’ ability to, among other things, (i) create certain liens, (ii) engage in certain sale and leaseback transactions, and (iii) effect certain mergers or consolidations, or sell all or substantially all of its assets. These covenants are subject to a number of important qualifications and exceptions as set forth in each Indenture. Additionally, (A) upon the occurrence of a Change of Control Triggering Event (as defined in the 2029 Notes Indenture), the Company must offer to repurchase all of the 2029 Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase and (B) upon the occurrence of a Change of Control Triggering Event (as defined in the 2031 Notes Indenture), the Company must offer to repurchase all of the 2031 Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. Each Indenture also provides for customary events of default.

The foregoing descriptions of the Indentures do not purport to be complete and are qualified in their entirety by reference to the full text of each such agreement, copies of which are attached as Exhibit 4.1 and Exhibit 4.2 to this Report and are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

The information provided in Item 1.01 of this Report is hereby incorporated into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
4.1		Indenture, dated as of October 6, 2026, among Millrose Properties, Inc., the subsidiary guarantors party thereto and Citibank, N.A., as trustee, relating to the 2029 Notes.
4.2		Indenture, dated as of October 6, 2026, among Millrose Properties, Inc., the subsidiary guarantors party thereto and Citibank, N.A., as trustee, relating to the 2031 Notes.
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: October 6, 2026				By:		/s/ Garett Rosenblum
				Name:		Garett Rosenblum
				Title:		Chief Financial Officer and Treasurer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.1 EX-4.1 578.2 KB
• EX-4.2 EX-4.2 593.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB