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Millrose revises Lennar rights, manager deal terms

Millrose Properties, Inc. (MRP) reported that on August 27, 2026 it amended two key agreements governing its structure and operations.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Millrose Properties, Inc. (MRP) reported that on August 27, 2026 it amended two key agreements governing its structure and operations. The company and Lennar entities executed an Amendment to the Founder’s Rights Agreement, revising how the Priority Amount is used for the Capital Priority Right and for Lennar’s secured financing collateral consent right.

On the same date, Millrose Properties and its external manager, Kennedy Lewis Land and Residential Advisors LLC, entered into an Amendment to the Management Agreement. This amendment updates the scope of the investment guidelines and changes the definition of Reimbursable Expenses under the management arrangement.

Positive

  • None.

Negative

  • None.
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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Date of FRA Amendment August 27, 2026 Execution date of the Amendment to Founder’s Rights Agreement
Date of MA Amendment August 27, 2026 Execution date of the Amendment to Management Agreement
Original agreement date February 7, 2025 Date both the Founder’s Rights Agreement and Management Agreement were originally entered into
Founder’s Rights Agreement financial
"the Company entered into the Founder’s Rights Agreement (the “FRA”) with U.S. Home"
Capital Priority Right financial
"for purposes of the Capital Priority Right (as defined in the FRA)"
Management Agreement financial
"the Company entered into a Management Agreement with its external manager"
A management agreement is a written contract that sets out who runs a company or specific assets, what duties they must perform, how long they serve, and how they are paid and evaluated. Think of it as a job contract or a property manager’s lease: it tells investors who is steering the business, what rules they must follow, and how their performance will affect costs and returns, so it directly influences company strategy, risk and shareholder value.
Reimbursable Expenses financial
"amended the scope of the investment guidelines and the definition of Reimbursable Expenses"
investment guidelines financial
"amended the scope of the investment guidelines and the definition"

FAQ

What did Millrose Properties, Inc. (MRP) change in the Founder’s Rights Agreement on August 27, 2026?
Millrose Properties and Lennar entered into an Amendment to the Founder’s Rights Agreement that adjusted the Priority Amount for purposes of the Capital Priority Right and Lennar’s secured financing collateral consent right.

Who are the Lennar parties involved in the Millrose Properties (MRP) Founder’s Rights Agreement?
The Founder’s Rights Agreement and its amendment involve U.S. Home, LLC, Lennar Homes Holding, LLC, and CalAtlantic Group, LLC, which are collectively referred to as Lennar in the agreement.

What changes were made to Millrose Properties’ (MRP) Management Agreement on August 27, 2026?
Millrose Properties and its external manager, Kennedy Lewis Land and Residential Advisors LLC, entered into an Amendment to the Management Agreement that revised the scope of the investment guidelines and the definition of Reimbursable Expenses.

Who manages Millrose Properties, Inc. (MRP) under the Management Agreement?
Millrose Properties is externally managed by Kennedy Lewis Land and Residential Advisors LLC under a Management Agreement first entered into on February 7, 2025 and amended on August 27, 2026.

When were the original Founder’s Rights Agreement and Management Agreement for MRP entered into?
Both the Founder’s Rights Agreement with Lennar and the Management Agreement with Kennedy Lewis Land and Residential Advisors LLC were originally entered into on February 7, 2025.

What exhibits were filed in connection with Millrose Properties’ (MRP) August 27, 2026 agreement amendments?
The company included Exhibit 10.1 (Amendment to Founder’s Rights Agreement), Exhibit 10.2 (Amendment to Management Agreement), and Exhibit 104 (Cover Page Interactive Data File embedded within the Inline XBRL document).

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false 0002017206 0002017206 2026-08-27 2026-08-27
 
 

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 27, 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.

Founder’s Rights Agreement

As previously disclosed, on February 7, 2025, Millrose Properties, Inc., a Maryland corporation (the “Company”), entered into the Founder’s Rights Agreement (the “FRA”) with U.S. Home, LLC, a Delaware limited liability company (“U.S. Home”), Lennar Homes Holding, LLC, a Delaware limited liability company (“Lennar Homes Holding”) and CalAtlantic Group, LLC, a Delaware limited liability company (“CalAtlantic” and, together with U.S. Home and Lennar Homes Holding, “Lennar”). On August 27, 2026, the Company and Lennar entered into that certain Amendment to Founder’s Rights Agreement (the “FRA Amendment”) pursuant to which adjustments were made to the Priority Amount (as defined in the FRA) for purposes of the Capital Priority Right (as defined in the FRA) and Lennar’s secured financing collateral consent right.

The foregoing description of the FRA Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the FRA Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Management Agreement

As previously disclosed, on February 7, 2025, the Company entered into a Management Agreement with its external manager, Kennedy Lewis Land and Residential Advisors LLC, a Delaware limited liability company (the “Manager”). On August 27, 2026, the Company and the Manager entered into that certain Amendment to Management Agreement (the “MA Amendment”), which, among other things, amended the scope of the investment guidelines and the definition of Reimbursable Expenses (as defined in the MA).

The foregoing description of the MA Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the MA Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

    Description of Exhibit
10.1    Amendment to Founder’s Rights Agreement, dated as of August 27, 2026, by and among Millrose Properties, Inc., U.S. Home, LLC, Lennar Homes Holding, LLC and CalAtlantic Group, LLC
10.2    Amendment to Management Agreement, dated as of August 27, 2026, by and between Millrose Properties, Inc. and Kennedy Lewis Land and Residential Advisors LLC
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

 

    MILLROSE PROPERTIES, INC.
Date: September 1, 2026     By:  

/s/ Garett Rosenblum

    Name:   Garett Rosenblum
    Title:   Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents