SECURITIESFORM AND EXCHANGE COMMISSION8-K

Item 7.01 Regulation FD Disclosure.

IfItem an8.01 emergingOther 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 ActEvents. ☒

OnItem September 11, 2025, Millrose Properties, Inc9.01 (“Millrose”Financial orStatements the “Company”) completed the offer and sale (the “Offering”) of $750 million aggregate principal amount of its 6Exhibits.250% Senior Notes due 2032 (the “Notes”). The Notes were issued and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act, or any state securities laws, and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes were issued pursuant to an indenture, dated as of September 11, 2025 (the “Indenture”), among the Company, the subsidiary guarantors party thereto and Citibank, N.A., as trustee. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by Millrose Properties SPE LLC, a wholly-owned subsidiary of the Company.

UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

~~WASHINGTON,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): September 22, 2025

~~Pursuant~~Millrose toProperties, ~~Section 13 or 15(d)~~Inc.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of Report (Date of earliest event reported): September 11, 2025


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)

~~Millrose~~Registrant’s ~~Properties~~Telephone Number, ~~Inc.~~Including Area Code: 212 782-3841

(~~Exact~~Former ~~name~~Name ofor ~~Registrant~~Former asAddress, ~~Specified~~if inChanged ~~Its~~Since ~~Charter~~Last Report)

Maryland		001-42476		99-2056892
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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:

600 Brickell Avenue, Suite 1400
Miami, Florida		33131
(Address of Principal Executive Offices)		(Zip Code)

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Registrant’s~~☐Soliciting ~~Telephone~~material ~~Number,~~pursuant ~~Including~~to ~~Area~~Rule ~~Code:~~14a-12 ~~212~~under ~~782~~the Exchange Act (17 CFR 240.14a-~~3841~~12)

~~(Former~~☐Pre-commencement ~~Name~~communications orpursuant ~~Former~~to ~~Address,~~Rule if14d-2(b) ~~Changed~~under ~~Since~~the ~~Last~~Exchange ~~Report~~Act (17 CFR 240.14d-2(b))

~~Check the appropriate box below if the Form 8~~☐Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~13e-4(c) ~~the~~under ~~filing obligation of~~ the ~~registrant~~Exchange ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~240.13e-4(c))

☐Securities ~~Written~~registered ~~communications~~ pursuant to ~~Rule~~Section ~~425~~12(b) ~~under~~of the ~~Securities~~ Act ~~(17 CFR 230.425)~~:

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


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 ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14d-2~~405 of the Securities Act of 1933 (b§ 230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14d~~12b-2(b of this chapter)).

☐Emerging ~~Pre-commencement~~growth ~~communications~~company ~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~☒

~~Securities~~If ~~registered~~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 12 13(ba) of the Exchange 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~~On bySeptember ~~check~~22, ~~mark~~2025, ~~whether~~Millrose ~~the~~Properties, ~~registrant~~Inc. is(the an“Company”) ~~emerging~~issued ~~growth~~a ~~company~~press asrelease ~~defined~~announcing inits ~~Rule~~upcoming ~~405~~quarterly ofdividend ~~the~~distribution. ~~Securities~~A ~~Act~~copy of ~~1933~~the ~~(§ 230.405~~press ofrelease ~~this~~is ~~chapter)~~attached orhereto ~~Rule~~as ~~12b-2~~Exhibit of99.1 ~~the~~and ~~Securities~~is ~~Exchange~~incorporated ~~Act~~herein ofby ~~1934 (§ 240~~reference.~~12b-2 of this chapter).~~

~~Emerging~~The ~~growth~~information ~~company~~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~~On ~~1.01~~September ~~Entry~~22, ~~into~~2025, the Company’s Board of Directors declared a ~~Material~~quarterly ~~Definitive~~cash ~~Agreement~~dividend of $0.73 per share on the Company’s Class A common stock and Class B common stock, payable on October 15, 2025, to stockholders of record as of the close of business on October 3, 2025.

MILLROSE PROPERTIES, INC.

Date: September 12, 2025

/s/ Garett Rosenblum

Garett Rosenblum

Chief Financial Officer and Treasurer

~~The Notes and the guarantee are the Company’s and the guarantor’s general senior unsecured obligations and are~~ (id) ~~pari~~ passu in right of payment with all of the Company’s and the guarantor’s existing and future senior indebtedness, including the indebtedness under the credit agreement, dated as of February 7, 2025, with a consortium of lenders party thereto and JPMorgan Chase Bank, NExhibits.~~A.,~~ as administrative agent for the lenders (the “Revolving Credit Agreement”) and the Company’s $1.25 billion of 6.375% Senior Notes due 2030, (ii) senior in right of payment to any future subordinated indebtedness of the Company and the guarantor, (iii) effectively subordinated to all of the Company’s and the guarantor’s existing and future secured indebtedness, including the indebtedness under the Revolving Credit Agreement, to the extent of the value of the assets securing such indebtedness, and (iv) structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries that do not guarantee the Notes.

The Notes will mature on September 15, 2032. Pursuant to the Indenture, interest on the Notes accrues at a rate of 6.250% per annum and is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026.



Exhibit Number		Description of Exhibit


99.1		Press Release dated September 22, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The Company has the option to redeem some or all of the Notes on or after September 15, 2028 at the redemption prices specified in the Indenture. Prior to September 15, 2028, the Company may redeem some or all of the Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest on the Notes being redeemed plus a “make-whole” premium. In addition, prior to September 15, 2028, the Company may redeem up to 40% of the Notes with cash in an amount not to exceed the net cash proceeds from certain equity offerings at a redemption price equal to 106.250% of the principal amount being redeemed plus accrued and unpaid interest on the Notes being redeemed. SIGNATURE

~~The~~Pursuant ~~Indenture~~to ~~limits~~ the ~~Company’s~~requirements and its restricted subsidiaries’ ability to, among other things: (i) create certain liens, (ii) engage in certain sale and leaseback transactions, and (iii) effect certain mergers or consolidations, or sell all or substantially all of ~~its~~the ~~assets.~~Securities ~~These~~Exchange ~~covenants~~Act ~~are subject to a number~~ of ~~important qualifications and exceptions as set forth in the Indenture. Additionally~~1934, ~~upon~~ the ~~occurrence~~registrant ofhas aduly ~~Change~~caused ofthis ~~Control~~report ~~Triggering Event (as defined in the Indenture), the Company must offer~~ to ~~repurchase~~be ~~all~~signed ofon ~~the~~its ~~Notes~~behalf atby ~~101% of their principal amount, plus accrued and unpaid interest, if any, to~~ the ~~date~~undersigned ofhereunto ~~purchase.~~duly ~~The Indenture also provides for customary events of default~~authorized.

The foregoing description of the Indenture is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 4.1 to this Report and is incorporated by reference herein.



	MILLROSE PROPERTIES, INC.

Date: September 22, 2025	By:	/s/ Garett Rosenblum
	Name:	Garett Rosenblum
	Title:	Chief Financial Officer and Treasurer

Item 1.02 Termination of a Material Definitive Agreement.

The receipt by the Company of the net cash proceeds from the Offering triggered a mandatory prepayment under that certain Credit Agreement, dated as of June 24, 2025 (as amended, the “DDTL Credit Agreement”), by and among the Company, the lenders from time to time party thereto, and Goldman Sachs Bank USA, as administrative agent (the “Administrative Agent”). The Company used a portion of the net cash proceeds from the Offering to repay in full the DDTL Credit Agreement on September 11, 2025. In connection therewith, on September 11, 2025, the Company terminated the DDTL Credit Agreement, along with all of the security interests in the assets of the Company securing the obligations. The material terms of the DDTL Credit Agreement are described in the Company’s Form 8-K filed with the Securities and Exchange Commission on June 26, 2025, and such description is incorporated herein by reference. Affiliates of the Administrative Agent and certain lenders under the DDTL Credit Agreement were initial purchasers in the Offering.

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

The information provided in Item 1.01 of this Report is hereby incorporated into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Exhibit Description
4.1		Indenture, dated as of September 11, 2025, among Millrose Properties, Inc., the subsidiary guarantors party thereto and Citibank, N.A., as trustee.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURE

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

Filing Compare · Millrose Properties, Inc.