[8-K] Millrose Properties, Inc. Reports Material Event

Rhea-AI Filing Summary

Millrose Properties completed an offering of $1.25 billion aggregate principal amount of 6.375% Senior Notes due 2030, sold on August 7, 2025 to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S. The Notes were issued under an indenture with Citibank, N.A. as trustee and are fully and unconditionally guaranteed on a senior unsecured basis by Millrose Properties SPE LLC.

The Notes are general senior unsecured obligations that rank pari passu with existing and future senior indebtedness, are effectively subordinated to secured debt to the extent of collateral value, and are structurally subordinated to liabilities of non‑guarantor subsidiaries. Interest accrues at 6.375% per annum, payable semi‑annually on February 15 and August 15 beginning February 15, 2026, and the Notes mature on August 1, 2030. Redemption mechanics include make‑whole provisions, limited pre‑August 1, 2027 equity‑proceeds redemptions at 106.375%, and a change‑of‑control repurchase at 101%. The Indenture is attached as Exhibit 4.1.

Positive

• Completed a substantial capital raise of $1.25 billion through issuance of senior notes, increasing available long‑term financing capacity.
• Notes carry a fixed 6.375% coupon with semiannual payments, providing predictable interest obligations through maturity on August 1, 2030.
• Notes are fully and unconditionally guaranteed by Millrose Properties SPE LLC, providing an explicit guarantor for holders.

Negative

• The issuance increases the company's aggregate senior unsecured indebtedness by $1.25 billion.
• Notes are effectively subordinated to the company's and guarantor's secured indebtedness to the extent of collateral value, and structurally subordinated to non‑guarantor subsidiaries' liabilities.
• Indenture contains covenants and a change‑of‑control repurchase obligation at 101%, which could create liquidity pressure on a triggering event.

Insights

Financial Analyst

TL;DR: Millrose issued $1.25B of 6.375% senior notes due 2030, materially increasing its senior unsecured debt load.

The transaction raises a sizeable amount of long‑dated fixed‑rate debt under an indenture with customary covenants and events of default. The notes are pari passu with existing senior indebtedness, including the companys Revolving Credit Agreement and DDTL Credit Agreement, but are effectively subordinated to secured borrowings and structurally subordinated to non‑guarantor subsidiaries. Interest is fixed at 6.375% with semiannual payments and maturity on August 1, 2030. Redemption and change‑of‑control repurchase provisions are specified in the Indenture.

Corporate Governance / Debt Structuring Specialist

TL;DR: Indenture covenants and guarantee structure limit certain corporate actions and define priority versus secured and non‑guarantor subsidiary debt.

The Indenture contains restrictions on creating liens, certain sale‑leaseback transactions and specified mergers or asset dispositions, subject to exceptions. The notes are guaranteed by a wholly owned subsidiary, but remain structurally subordinated to liabilities of subsidiaries that do not guarantee the notes. The change‑of‑control repurchase at 101% and make‑whole redemption mechanics prior to August 1, 2027 are notable for creditor protection and potential liquidity requirements on a triggering event.

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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): August 7, 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 1.01 Entry into a Material Definitive Agreement.

On August 7, 2025, Millrose Properties, Inc. (“Millrose” or the “Company”) completed the offer and sale (the “Offering”) of $1.25 billion aggregate principal amount of its 6.375% Senior Notes due 2030 (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 Notes were issued pursuant to an indenture, dated as of August 7, 2025 (the “Indenture”), among the Company, the subsidiary guarantors from time to time party thereto and Citibank, N.A., as trustee. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by Millrose Properties SPE LLC, a wholly-owned subsidiary of the Company.

The Notes and the guarantee are the Company’s and the guarantor’s general senior unsecured obligations and are (i) pari passu in right of payment with all of the Company’s and the guarantor’s existing and future senior indebtedness, including the indebtedness under the credit agreement, dated as of February 7, 2025, with a consortium of lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (the “Revolving Credit Agreement”) and the credit agreement, dated as of June 24, 2025, with the lenders party thereto and Goldman Sachs Bank USA as administrative agent for the lenders (the “DDTL Credit Agreement”), (ii) senior in right of payment to any future subordinated indebtedness of the Company and the guarantor, (iii) effectively subordinated to all of the Company’s and the guarantor’s existing and future secured indebtedness, including the indebtedness under the Revolving Credit Agreement and the DDTL Credit Agreement, to the extent of the value of the assets securing such 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 Notes will mature on August 1, 2030. Pursuant to the Indenture, interest on the Notes accrues at a rate of 6.375% per annum and is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2026.

The Company has the option to redeem some or all of the Notes on or after August 1, 2027 at the redemption prices specified in the Indenture. Prior to August 1, 2027, the Company may redeem some or all of the Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest on the Notes being redeemed plus a “make-whole” premium. In addition, prior to August 1, 2027, the Company may redeem up to 40% of the Notes with cash in an amount not to exceed the net cash proceeds from certain equity offerings at a redemption price equal to 106.375% of the principal amount being redeemed plus accrued and unpaid interest on the Notes being redeemed.

The 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 the Indenture. Additionally, upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), the Company must offer to repurchase all of the Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. The Indenture also provides for customary events of default.

The foregoing description of the Indenture is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is 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 August 7, 2025, among Millrose Properties, Inc., the subsidiary guarantors from time to time party thereto and Citibank, N.A., as trustee.
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: August 8, 2025				By:		/s/ Garett Rosenblum
				Name:		Garett Rosenblum
				Title:		Chief Financial Officer and Treasurer

FAQ

What did Millrose (MRP) announce in this 8‑K?

Millrose issued $1.25 billion of 6.375% Senior Notes due 2030 on August 7, 2025, sold under Rule 144A and Regulation S.

When do the MRP notes mature?

August 1, 2030.

What is the interest rate and payment schedule for the MRP notes?

6.375% per annum, payable semi‑annually on February 15 and August 15, beginning February 15, 2026.

Are the notes secured or guaranteed?

The notes are general senior unsecured obligations and are fully and unconditionally guaranteed by Millrose Properties SPE LLC.

Can Millrose redeem the notes early?

Yes. The company may redeem on or after August 1, 2027 at specified prices; prior to that at 100% plus a make‑whole premium, and up to 40% may be redeemed with certain equity proceeds at 106.375%.

What protections or restrictions are in the Indenture?

The Indenture limits certain liens, sale‑leaseback transactions and specified mergers or asset sales (subject to exceptions), provides customary events of default, and requires a 101% repurchase on a change‑of‑control triggering event.