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Current Report · Items 1.01, 2.03, 9.01 · 8-K

Millrose Properties, Inc.

MRPNYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 1.01 Entry into a Material Definitive Agreement. On September 21, 2026 (the “Increase Date”), Millrose Properties, Inc., a Maryland corporation (the “Company”), entered into that certain Commitment and Acceptance (the “Commitment and Acceptance”), by and among the Company, Millrose Properties SPE LLC, a Delaware limited liability company, MSAB, LLC, a Delaware limited liability company, JPMor…

Filed Sep 21, 2026Accepted Sep 21, 2026, 4:48 PM EDTCIK 2017206Accession 0001193125-26-396754
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Company context

Millrose’s self-financing recycled capital business model is a unique feature of Millrose’s solution to traditional Land Banking, and is made possible by (a) the use of the HOPP’R to operate and manage the acquisition, financing and Horizontal Development of land assets on a large scale and (b) Lennar’s initial contribution of the Business Assets in return for equity — allowing Millrose access to assets and cash to finance new land acquisitions without having to repay the initial contribution. As part of the Spin-Off, Millrose will receive the Business Assets from Lennar, consisting of (i) the use of the HOPP’R and related intellectual property rights, including the HOPP’R trademark rights (the “HOPP’R Rights”); (ii) approximately $5.0-6.0 billion of developable Homesites and prospective Homesites that, in the aggregate, we believe have a relatively short and reliable expected cash conversion cycle, as described under “Our Properties” (the “Transferred Assets”); (iii) the “Lennar Services,” which give Millrose access to the land acquisition and Horizontal Development skillsets, knowledge, experience and expertise of Lennar’s personnel; and (iv) the “Cash Contribution” of (a) up to approximately $500 million in cash and (b) an additional approximately $500 million in cash as payment on the Option Deposits by Lennar to Millrose in connection with the contribution of the Transferred Assets pursuant to the Lennar Agreements. Following the Spin-Off on or about the Distribution Dat

Current securities

Recent company filings

  1. Regulation FD Disclosure · Other EventsSep 23, 2026
  2. Other EventsSep 23, 2026
  3. Other EventsSep 22, 2026
  4. Entry into a Material Definitive AgreementSep 1, 2026
  5. 4 filingAug 10, 2026

Registered securities in this filing

Millrose Properties, Inc. · 8-K · Filed 2026-09-21

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Class A common stock, par value $0.01 per share

Symbol
MRP
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: duration_2026-09-21_to_2026-09-21

Dimensions: Not supplied

Accession 000119312526396754 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 2.03, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. On September 21, 2026 (the “Increase Date”), Millrose Properties, Inc., a Maryland corporation (the “Company”), entered into that certain Commitment and Acceptance (the “Commitment and Acceptance”), by and among the Company, Millrose Properties SPE LLC, a Delaware limited liability company, MSAB, LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and Flagstar Bank, N.A. (the “Accepting Lender”). The Commitment and Acceptance was delivered pursuant to Section 2.18 of that certain Amended and Restated Credit Agreement, dated as of March 25, 2026 (as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated as of August 5, 2026, the “Credit Agreement”), among the Company, the lenders from time to time party thereto, the issuing banks party thereto and the Administrative Agent. The Commitment and Acceptance provides for (i) the addition of Flagstar Bank, N.A. as a new lender under the Revolving Credit Facility (as defined in the Credit Agreement) and (ii) the Company’s exercise of the accordion feature under the Credit Agreement to increase the aggregate amount of commitments of the Revolving Credit Facility by $50 million to $1.385 billion. The foregoing description of the Commitment and Acceptance is not complete and is qualified in its entirety by reference to the Commitment and Acceptance, 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 2.03Item 2.03 - Creation of Direct Financial Obligation
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.