Millrose expands to $1.835B unsecured credit facility

Millrose Properties, Inc. entered into an amended and restated credit agreement that expands and refinances its main lending facility.

Rhea-AI Filing Summary

Millrose Properties, Inc. entered into an amended and restated credit agreement that expands and refinances its main lending facility. The new unsecured structure includes a four-year revolving credit commitment of $1.335 billion and a $500 million delayed draw term loan that together provide up to $1.835 billion of floating rate capacity, with an accordion feature allowing total commitments up to $2.5 billion. The facility, which matures on March 25, 2030, replaces the company’s prior secured revolver, releases related liens, and will be used for general corporate purposes, including repayment of existing indebtedness.

Insights

Credit and capital structure analyst

Millrose replaces its secured revolver with a larger, unsecured facility.

Millrose Properties has closed an amended credit agreement providing a $1.335 billion unsecured revolver and a $500 million delayed draw term loan, with total potential commitments up to $2.5 billion. The facility runs to March 25, 2030 and is tied to a borrowing base of property values.

Pricing is based on Adjusted Term SOFR plus a margin ranging from 2.00% to 2.50%, depending on leverage, with an alternate base rate option at a margin 1.00% lower. The agreement is unsecured and guaranteed by two wholly owned subsidiaries, with provisions for additional guarantors in some cases.

The refinancing releases liens from the prior secured facility and is intended for general corporate purposes, including repayment of existing loans. Financial covenants include maximum leverage, minimum interest coverage, minimum tangible net worth and a requirement to maintain REIT status, with customary events of default and a manager-replacement provision tied to lender approval.

8-K Event Classification

3 items: 1.01, 2.03, 7.01

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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

FAQ

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

What is the size of Millrose Properties (MRP) new credit facility?

Millrose’s amended credit arrangement provides up to $1.835 billion of unsecured borrowing capacity, combining a $1.335 billion revolving credit commitment with a new $500 million delayed draw term loan, plus an accordion feature allowing total commitments to reach $2.5 billion subject to lender agreement.

How does the new Millrose Properties (MRP) facility change its debt structure?

The facility converts Millrose’s primary lending arrangement from secured to fully unsecured. It replaces the prior secured revolving credit facility, increases total available commitments, and releases existing liens on assets while maintaining a borrowing base tied to property values across the company and its subsidiaries.

What are the interest terms on Millrose Properties (MRP) amended credit agreement?

Borrowings bear interest at a variable rate based on Adjusted Term SOFR plus a margin of 2.00%–2.50%, depending on the leverage ratio. Millrose may alternatively use an Alternate Base Rate, with the applicable margin set 1.00% lower than for SOFR-based loans under the same leverage tier.

When does Millrose Properties (MRP) new credit facility mature?

The amended and restated credit agreement, including the revolving loans and any delayed draw term loans, has a contractual maturity date of March 25, 2030. Until then, Millrose can borrow subject to the borrowing base and compliance with financial and operational covenants in the agreement.

How will Millrose Properties (MRP) use the proceeds from the new facility?

Millrose plans to use borrowings for general corporate purposes, which explicitly include repaying loans outstanding under its prior credit agreement. This refinancing, together with added capacity, is intended to support ongoing operations and capital needs in its homesite option platform business.

What key covenants and default events are in Millrose Properties (MRP) credit agreement?

The agreement includes limits on indebtedness, liens, dividends, investments, asset sales and affiliate transactions, plus financial tests on leverage, interest coverage and tangible net worth. Events of default include customary items and a requirement to replace the external manager within 90 days if it ceases serving.

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

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Accepted by SEC EDGAR 03/27/2026 - 08:13 AM Learn about SEC filing dates

false 0002017206 0002017206 2026-03-25 2026-03-25

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): March 25, 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 March 25, 2026 (the “Effective Date”), Millrose Properties, Inc., a Maryland corporation (the “Company”), entered into that certain Amended and Restated Credit Agreement (the “Credit Agreement”) with the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders, which amended and restated the Company’s prior credit agreement. The Credit Agreement provides for (i) a four-year revolving credit facility with commitments in an aggregate amount of $1.335 billion, (ii) a delayed draw term loan facility in an aggregate amount of $500 million that may be utilized during the first year following the Effective Date, and (iii) an uncommitted accordion feature that allows the Company to seek additional loan commitments under the Credit Agreement in the future, subject to an aggregate maximum commitment amount of $2.5 billion. Borrowings under the Credit Agreement are subject to compliance with a borrowing base, which is a function of the values from time to time of the properties of the Company and its subsidiaries. The revolving loans and any delayed draw term loans borrowed under the Credit Agreement will mature on March 25, 2030. The net proceeds of the borrowings under the Credit Agreement will be used for general business purposes, including, but not limited to, funding the repayment of the loans outstanding under the Company’s prior credit agreement. The Credit Agreement is unsecured. Upon the Effective Date, the liens securing the loans under the Company’s prior credit agreement were released.

Loans under the Credit Agreement bear interest at the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus an applicable margin at the per annum rate of (i) 2.00%, if the Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 0.30 to 1.00, (ii) 2.25% if the Leverage Ratio is greater than 0.30 to 1.00 and less than or equal to 0.40 to 1.00, and (iii) 2.50% if the Leverage Ratio is greater than 0.40 to 1.00. At the Company’s option, loans may instead bear interest at the Alternate Base Rate (as defined in the Credit Agreement) plus an applicable margin at the per annum rate of 1.00% lower than the applicable margin for Adjusted Term SOFR Rate loans set forth above, in each case, based upon the Leverage Ratio.

As of the Effective Date, the Company’s obligations under the Credit Agreement are guaranteed by Millrose SPE LLC, a Delaware limited liability company, and MPSAB, LLC, a Delaware limited liability company, each a directly or indirectly wholly-owned subsidiary of the Company. In certain circumstances, the Credit Agreement requires the Company to cause certain future subsidiaries of the Company that are not Taxable REIT Subsidiaries or SPEs (each as defined in the Credit Agreement) to become guarantors.

The Credit Agreement includes affirmative and negative covenants applicable to the Company and its subsidiaries, including, without limitation, covenants regarding indebtedness, liens, dividends and other restricted payments, investments, asset sales, transactions with affiliates, negative pledges, mergers and other fundamental changes, permitted lines of business, financial contracts and designation of unrestricted subsidiaries. The Credit Agreement contains financial covenants, tested quarterly, consisting of a maximum Leverage Ratio, a minimum interest coverage ratio and a minimum tangible net worth. The Credit Agreement also requires the Company to maintain its status as a real estate investment trust.

The loans under the Credit Agreement may be accelerated if an event of default occurs. Events of default include (i) customary events of default and (ii) Kennedy Lewis Land and Residential Advisors LLC ceasing to be the Company’s manager and the Company failing to appoint a replacement manager reasonably acceptable to the required lenders within 90 days.

The foregoing description of the Credit Agreement is not complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is hereby incorporated by reference into this Item 1.01.

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

The information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On March 27, 2026, the Company issued a press release announcing the Company’s entrance into the Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
10.1		Amended and Restated Credit Agreement, dated as of March 25, 2026, among Millrose Properties, Inc., 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.
99.1		Press Release dated March 27, 2026.
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: March 27, 2026				By:		/s/ Garett Rosenblum
				Name:		Garett Rosenblum
				Title:		Chief Financial Officer and Treasurer

Exhibit 99.1

Millrose Properties Amends Credit Agreement, Expanding to a $1.835 Billon Unsecured Facility with

the addition of a $500 Million Term Loan Commitment

Miami – March 27, 2026 – Millrose Properties, Inc. (NYSE: MRP, “Millrose”), the leading homesite option platform for residential homebuilders, today announced the closing of an amendment to its credit facility with JPMorgan Chase Bank, N.A. serving as administrative agent, adding a new $500 million term loan to expand floating rate unsecured debt capacity under the facility to $1.835 billion. The amended unsecured facility, replacing the previously secured revolving credit facility, combines the new Term Loan with a $1.335 billion unsecured revolving credit commitment, providing the Company with increased liquidity and financial flexibility to serve homebuilding partners across the country.

“This expansion to a fully unsecured credit facility reflects the strength of our balance sheet and deepens the liquidity and financial flexibility that allow us to serve our homebuilding partners with speed and confidence,” said Darren Richman, Chief Executive Officer and President of Millrose. “The addition of incremental floating rate debt is a natural fit for our business, as a portion of our homesite option contracts are floating rate instruments — creating a well-matched funding structure. Our enhanced capital position further cements Millrose’s role as a reliable all weather capital partner for homebuilders navigating today’s dynamic market environment.”

Pricing and Credit Agreement Details

Borrowings under the agreement bear interest at a variable rate based on Adjusted Term SOFR plus a margin ranging from 2.00% to 2.50%, depending on the Company’s leverage ratio. The facility matures on March 25, 2030.

Proceeds from the credit agreement will be used for general corporate purposes, including refinancing existing indebtedness. In connection with the new agreement, liens under the Company’s prior secured credit facility were released.

About Millrose Properties, Inc.

Millrose (NYSE: MRP) is the premier homesite option platform for residential homebuilders. The company specializes 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 the homebuilding industry. Unlike traditional land bankers, Millrose utilizes a proprietary technology platform that provides real-time feedback and data analytics to drive acquisition decisions. Every transaction in the Millrose portfolio undergoes rigorous independent due diligence to ensure attractive yields and long-term viability. By enabling an asset-light model, Millrose provides its diverse roster of homebuilder partners with the strategic flexibility to maintain production volumes and optimize balance sheet efficiency across all market environments. For more information about Millrose, please visit millroseproperties.com.

Forward-looking Statements

This press release contains forward-looking statements, including, in particular, statements about Millrose’s businesses, plans, strategies and objectives, future earnings, expected transactions and guidance. You can generally identify forward-looking statements by our use of forward-looking terminology such as “may,” “can,” “shall,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,”

“continue,” “outlook,” “guidance” or other similar words or the negatives thereof. Assumptions relating to these statements involve judgments with respect to, among other things, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond our control. There can be no assurance that these forward-looking statements will prove to be accurate and our actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements. Important factors that could cause differences between anticipated and actual results include the risks and uncertainties described in Millrose’s filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof and Millrose does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans, which we consider to be reasonable, will be achieved.

Media Contact:

Benjamin Spicehandler / Stephen Pettibone

FGS Global

MillroseProperties@fgsglobal.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 7.2 KB

Agreements & Contracts

• EX-10.1 EX-10.1 736.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB