Millrose prices $1.0B private senior notes

Millrose intends to use net proceeds for corporate purposes, including potential homesite acquisitions and repayment of revolving-credit borrowings.

Rhea-AI Filing Summary

Millrose Properties, Inc. priced a private offering of $1.0 billion in aggregate principal amount of senior notes: $500.0 million of 6.500% notes due 2029 and $500.0 million of 6.750% notes due 2031. Each tranche is priced at 100.000% of principal, plus accrued interest, if any, from October 6, 2026. Closing is expected October 6, 2026, subject to customary closing conditions. The notes are offered to persons reasonably believed to be qualified institutional buyers under Rule 144A and certain non-U.S. persons outside the United States under Regulation S. The notes and guarantees are not registered under the Securities Act.

Millrose intends to use net proceeds, together with $500 million drawn under its delayed draw term loan facility, for general corporate purposes, which may include homesite acquisitions from the combined Dream Finders Homes and Beazer Homes entity and repayment of its revolving credit facility. The revolving facility had $850 million principal outstanding as of September 21, 2026. If the Dream Finders Transaction is not consummated on or prior to May 13, 2027, Millrose will use a portion of offering proceeds, cash on hand and/or revolving-facility borrowings to effect a special mandatory redemption of all 2031 Notes then outstanding.

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, or exhibit attachments filed with this report.

Key Figures

Senior notes aggregate principal: $1.0 billion 2029 Notes principal and coupon: $500.0 million; 6.500% 2031 Notes principal and coupon: $500.0 million; 6.750% +4 more

7 metrics

Senior notes aggregate principal $1.0 billion Private offering of notes

2029 Notes principal and coupon $500.0 million; 6.500% Senior notes due 2029

2031 Notes principal and coupon $500.0 million; 6.750% Senior notes due 2031

Initial offering price 100.000% of principal amount, plus accrued interest, if any Both tranches; accrued interest from October 6, 2026

Delayed draw term loan facility $500 million drawn To be used together with offering net proceeds for general corporate purposes

Revolving credit facility principal outstanding $850 million As of September 21, 2026

Conditional redemption date May 13, 2027 If the Dream Finders Transaction is not consummated on or prior to this date, all 2031 Notes then outstanding are subject to special mandatory redemption

Key Terms

delayed draw term loan facility, special mandatory redemption, qualified institutional buyers, Regulation S, +1 more

5 terms

delayed draw term loan facility financial

"drawn under the Company’s delayed draw term loan facility"

A delayed draw term loan facility is a committed loan that a borrower can tap in one or more installments at specified future times after meeting agreed conditions, rather than receiving the full amount upfront. For investors it matters because it provides a ready source of cash that can change a company’s financial strength, leverage and interest costs when drawn—similar to having a reserved credit line you can use later, which affects liquidity and the risk profile of the business.

special mandatory redemption financial

"effect a special mandatory redemption of all of the 2031 Notes"

A special mandatory redemption is a contractual obligation that forces a company to repay certain debt or preferred shares early when a specific trigger event occurs (for example, a change in tax law, regulatory change, or sale). For investors it matters because it ends the expected income stream and returns principal at a pre-set price, potentially altering returns, tax outcomes and a company’s cash needs — like a lender calling a loan back when rules change.

qualified institutional buyers regulatory

"persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Regulation S regulatory

"in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Revolving Credit Facility financial

"repay borrowings outstanding under the Company’s Revolving Credit Facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

FAQ

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

What are the MRP senior notes offering terms?

Millrose priced $500.0 million of 6.500% senior notes due 2029 and $500.0 million of 6.750% senior notes due 2031. Each tranche is priced at 100.000% of principal, plus accrued interest, if any, from October 6, 2026.

When is the MRP notes offering expected to close?

The offering is expected to close on October 6, 2026, subject to customary closing conditions.

How does Millrose plan to use the MRP notes proceeds?

Millrose intends to use the net proceeds, together with $500 million drawn under its delayed draw term loan facility, for general corporate purposes. These may include homesite acquisitions from the combined Dream Finders Homes and Beazer Homes entity and repayment of revolving-credit borrowings.

What happens to MRP's 2031 Notes if the Dream Finders Transaction is not completed?

If the transaction is not consummated on or prior to May 13, 2027, Millrose will use a portion of the offering proceeds, cash on hand and/or revolving-credit borrowings to effect a special mandatory redemption of all 2031 Notes then outstanding.

Who can purchase the MRP senior notes?

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

How much was outstanding on Millrose's revolving credit facility?

The revolving credit facility had $850 million in principal outstanding as of September 21, 2026. Millrose intends to use offering proceeds for general corporate purposes, which may include repaying borrowings under that facility.

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

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Available on EDGAR 09/23/2026 - 06:05 AM Accepted by SEC EDGAR 09/22/2026 - 07:19 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): September 22, 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 8.01 Other Events.

On September 22, 2026, Millrose Properties, Inc. (“Millrose” or the “Company”) issued a press release announcing the pricing of its previously announced private offering (the “Offering”) of $1,000,000,000 in aggregate principal amount of senior notes in two separate tranches, one representing $500,000,000 in aggregate principal amount of 6.500% senior notes due 2029 (the “2029 Notes”) and the other representing $500,000,000 in aggregate principal amount of 6.750% senior notes due 2031 (the “2031 Notes and, together with the 2029 Notes, the “Notes”) at an initial offering price of 100.000% of the principal amount plus accrued interest, if any, from October 6, 2026. The Notes were offered 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 Offering is expected to close on October 6, 2026, subject to customary closing conditions. A copy of this press release is being furnished 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 guarantees 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 22, 2026.
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 22, 2026				By:		/s/ Garett Rosenblum
				Name:		Garett Rosenblum
				Title:		Chief Financial Officer and Treasurer

Exhibit 99.1

Millrose Properties, Inc. Announces Pricing of $1.0 Billion Senior Notes Offering

Miami, Florida – September 22, 2026 — Millrose Properties, Inc. (NYSE: MRP) (“Millrose” or the “Company”) announced today the pricing of its private offering (the “Offering”) of $1.0 billion in aggregate principal amount of senior notes in two separate tranches, one representing $500.0 million in aggregate principal amount of 6.500% senior notes due 2029 (the “2029 Notes”) and the other representing $500.0 million in aggregate principal amount of 6.750% senior notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”), at an initial offering price of 100.000% in the case of the 2029 Notes, and 100.000% in the case of the 2031 Notes, in each case, of the principal amount of such Notes plus accrued interest, if any, from October 6, 2026. The Offering is expected to close on October 6, 2026, subject to customary closing conditions.

Millrose intends to use the net proceeds of the Offering, together with $500 million drawn under the Company’s delayed draw term loan facility, for general corporate purposes, which may include the acquisition of homesites from the combined Dream Finders Homes, Inc. and Beazer Homes, Inc. entity (such previously announced merger, the “Dream Finders Transaction”), and to repay borrowings outstanding under the Company’s revolving credit facility (the “Revolving Credit Facility”), which had $850 million principal amount outstanding as of September 21, 2026. If the Dream Finders Transaction is not consummated on or prior to May 13, 2027, the Company will use a portion of the net proceeds from the Offering, together with cash on hand and/or borrowings under the Revolving Credit Facility, to effect a special mandatory redemption of all of the 2031 Notes then outstanding.

The Notes and the related guarantees will be offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, (the “Securities Act”) and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes and the related guarantees 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 press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of securities 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. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

About Millrose Properties, Inc.

Millrose (NYSE: MRP) is the premier homesite option platform for residential homebuilders, specializing in the acquisition and horizontal development of land to provide a predictable, just-in-time supply of finished homesites – the most scarce and mission-critical resource in homebuilding. Unlike traditional land bankers, Millrose uses a proprietary technology platform with real-time data analytics to drive acquisition decisions, with every transaction subject to rigorous independent due diligence. By enabling an asset-light model, Millrose gives its diverse roster of homebuilder partners the strategic flexibility to maintain production volumes and optimize balance sheet efficiency across all market environments.

Forward-looking Statements

Certain statements contained in this press release and oral statements made regarding the matters addressed in this release 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 release 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.

Media

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FGS Global

MillroseProperties@fgsglobal.com

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 7.0 KB

Other Documents

• 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