Millrose Properties, Inc. SEC Filings

Millrose Properties, Inc. completed a spin-off from Lennar and began trading on the NYSE as MRP, receiving approximately $5.5B of land assets (about 87,000 homesites) and approximately $1.0B of cash (including a $585M deposit liability). Millrose is externally managed under a Management Agreement with KL to operate a land‑banking platform that purchases, develops and sells finished homesites to home builders under pre-negotiated option contracts and takedown schedules. The company used $1.096B of cash for spin-off and early financing activity, funded in part by Revolving Facility drawdowns of $950M and DDTL drawdowns of $1.0B. Material governance and commercial features include Lennar remaining a primary customer, founder protections and an Effective Equity Price Protection Right that can require stock dividends if certain future issuances exceed $500M. The charter limits certain financing without Lennar approval and stockholder voting provisions concentrate control.

Brave Warrior Advisors, LLC reports beneficial ownership of 5,375,592 shares of Millrose Properties, Inc. Class A common stock, representing 3.5% of the class. The filing is an amendment to a Schedule 13G and confirms that Brave Warrior holds the shares with sole voting and dispositive power and states the securities were acquired and are held in the ordinary course of business. The filing also affirms the position is not intended to change or influence control of the issuer and that no group affiliation or parent/ subsidiary acquisition is reported.

Greenhaven Associates, Inc. filed an amended Schedule 13G reporting beneficial ownership of 4,603,873 shares of Millrose Properties, Inc. (Class A Common Stock), representing 2.99% of the class. Greenhaven reports sole voting/dispositive power over 1,138,816 shares and shared voting/dispositive power over 3,465,057 shares. The filing states Greenhaven is an investment adviser with investment discretion and that most shares are owned by its clients who retain dividend and sale proceeds rights. The filing certifies the holdings are in the ordinary course of business and not intended to influence control.

Millrose Properties completed an offering of $1.25 billion aggregate principal amount of 6.375% Senior Notes due 2030, sold on August 7, 2025 to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S. The Notes were issued under an indenture with Citibank, N.A. as trustee and are fully and unconditionally guaranteed on a senior unsecured basis by Millrose Properties SPE LLC.

The Notes are general senior unsecured obligations that rank pari passu with existing and future senior indebtedness, are effectively subordinated to secured debt to the extent of collateral value, and are structurally subordinated to liabilities of non‑guarantor subsidiaries. Interest accrues at 6.375% per annum, payable semi‑annually on February 15 and August 15 beginning February 15, 2026, and the Notes mature on August 1, 2030. Redemption mechanics include make‑whole provisions, limited pre‑August 1, 2027 equity‑proceeds redemptions at 106.375%, and a change‑of‑control repurchase at 101%. The Indenture is attached as Exhibit 4.1.