Millrose Properties (MRP) awards 6,451 RSUs to director under 2024 plan

Rhea-AI Filing Summary

Millrose Properties, Inc. reported that one of its directors received a grant of 6,451 restricted stock units (RSUs) of Class A common stock under the company’s 2024 Omnibus Incentive Plan on December 10, 2025. These RSUs convert into shares on a 1-for-1 basis.

Half of the RSUs are scheduled to vest on the earlier of April 3, 2026 or the first annual stockholder meeting after the grant date, and the remaining half on the earlier of April 3, 2027 or the second such annual meeting. Vesting depends on the director continuing to serve on the board through the applicable vesting dates. After this grant, the reporting person beneficially owns 24,611 shares of Class A common stock directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gorson Matthew B.

(Last) (First) (Middle)

C/O MILLROSE PROPERTIES, INC.

600 BRICKELL AVENUE, SUITE 1400

(Street)

MIAMI FL 33131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Millrose Properties, Inc. [ MRP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/10/2025		A		6,451(1)	A	$0	24,611	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On December 10, 2025, Millrose Properties, Inc. (the "Issuer") granted 6,451 restricted stock units ("RSUs") to the reporting person under the Issuer's 2024 Omnibus Incentive Plan. Such RSUs vest into shares of Class A Common Stock of the Issuer on a 1-for-1 basis. 50% of the RSUs will vest upon the earlier to occur of (i) April 3, 2026 and (ii) the first annual stockholder meeting to follow the date of grant and the remaining 50% of the RSUs will vest upon the earlier of (i) April 3, 2027 and (ii) the date of the Issuer's second annual stockholder meeting to follow the date of grant, subject to the reporting person's continuous service as a director of the Issuer from the date of the grant through the vesting dates.

	/s/ Rachel Presa attorney-in-fact	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What equity award was reported in the Millrose Properties (MRP) Form 4?

The filing reports a grant of 6,451 restricted stock units (RSUs) of Class A common stock to a director under Millrose Properties, Inc.’s 2024 Omnibus Incentive Plan.

When do the 6,451 RSUs granted by Millrose Properties (MRP) vest?

Fifty percent of the RSUs vest on the earlier of April 3, 2026 or the first annual stockholder meeting after the grant date, and the remaining 50% vest on the earlier of April 3, 2027 or the second such meeting.

What conditions apply to the RSU vesting for the Millrose Properties (MRP) director?

Vesting is subject to the reporting person’s continuous service as a director of Millrose Properties, Inc. from the grant date through each applicable vesting date.

How many Millrose Properties (MRP) shares does the reporting person own after the RSU grant?

Following the reported transaction, the director beneficially owns 24,611 shares of Millrose Properties, Inc. Class A common stock, held directly.

What type of security is involved in the Millrose Properties (MRP) director award?

The award consists of restricted stock units (RSUs) that convert into shares of Millrose Properties, Inc. Class A common stock on a 1-for-1 basis upon vesting.

Is the reporting person a director or officer of Millrose Properties (MRP)?

The reporting person is identified as a director of Millrose Properties, Inc., and the Form 4 is filed by one reporting person.