Millrose Properties (MRP) director awarded 6,451 RSUs under 2024 incentive plan

Rhea-AI Filing Summary

Millrose Properties, Inc. reported that one of its directors received an equity grant in the form of restricted stock units. On December 10, 2025, the director was granted 6,451 RSUs under the company’s 2024 Omnibus Incentive Plan at a price of $0 per unit, increasing the director’s beneficial ownership to 23,436 shares of Class A common stock.

The RSUs convert into Class A common shares on a 1-for-1 basis and vest in two equal tranches. Half of the units vest on the earlier of April 3, 2026 or the first annual stockholder meeting after the grant date, and the remaining half vest on the earlier of April 3, 2027 or the second annual stockholder meeting after the grant date. Vesting is conditioned on the director’s continuous service on the board through the applicable vesting dates.

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^*

MIGOYA CARLOS A.

(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	23,436	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 did Millrose Properties, Inc. (MRP) disclose in this Form 4?

The filing reports that a director of Millrose Properties, Inc. 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.

How many Millrose Properties (MRP) shares does the reporting person own after this transaction?

Following the reported grant, the director beneficially owns 23,436 shares of Millrose Properties, Inc. Class A common stock.

What are the vesting terms of the 6,451 RSUs at Millrose Properties (MRP)?

The 6,451 RSUs vest in two equal 50% tranches. The first half vests on the earlier of April 3, 2026 or the first annual stockholder meeting after the grant date, and the second half vests on the earlier of April 3, 2027 or the second annual stockholder meeting after the grant date, subject to continued service as a director.

What does each Millrose Properties (MRP) RSU convert into when it vests?

Each RSU granted to the director converts into one share of Class A common stock of Millrose Properties, Inc. on a 1-for-1 basis when it vests.

Is this Millrose Properties (MRP) Form 4 related to a purchase or sale in the market?

No. The Form 4 describes an equity grant of RSUs made by Millrose Properties, Inc. to a director at a price of $0 per unit, rather than an open-market purchase or sale.

Under which plan were the Millrose Properties (MRP) RSUs granted?

The 6,451 RSUs were granted under Millrose Properties, Inc.’s 2024 Omnibus Incentive Plan.