Current Report · Items 8.01, 9.01 · 8-K
Millrose Properties, Inc.
MRPNYSEEQUITYCurrent
Other Events
Item 8.01 Other Events. Announcement of Notes Offering On September 22, 2026, Millrose issued a press release announcing that it plans to offer (the “Offering”) up to $1,000,000,000 in aggregate principal amount of senior notes in two separate tranches, one representing $500,000,000 in aggregate principal amount of senior notes due 2029 and the other representing $500,000,000 in aggregate principa…
Filed Sep 22, 2026Accepted Sep 22, 2026, 8:23 AM EDTCIK 2017206Accession 0001193125-26-397284
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
Registered securities in this filing
Millrose Properties, Inc. · 8-K · Filed 2026-09-22
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
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Filing context
Context: duration_2026-09-22_to_2026-09-22
Dimensions: Not supplied
Accession 000119312526397284 · 1 registered-security cover member
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Items 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
Announcement of Notes Offering
On September 22, 2026, Millrose issued a press release announcing that it plans to offer (the “Offering”) up to $1,000,000,000 in aggregate principal amount of senior notes in two separate tranches, one representing $500,000,000 in aggregate principal amount of senior notes due 2029 and the other representing $500,000,000 in aggregate principal amount of senior notes due 2031 (together, the “Notes”), subject to market conditions. The Offering will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to certain non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.
The Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction, and the Notes may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws. This Report shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward-looking Statements
Certain statements contained in this Report and oral statements made regarding the matters addressed in this Report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements about the Offering, the expected use of proceeds therefrom and other future events. All forward-looking statements included in this Report are qualified in their entirety by, and should be read in the context of, the risk factors and other factors disclosed in the Company’s filings with the Securities and Exchange Commission, which can be obtained free of charge on the Securities and Exchange Commission’s web site at http://www.sec.gov. Except to the extent required by applicable law, Millrose undertakes no obligation to update or revise any information contained in this communication beyond the date hereof, whether as a result of new information, future events or otherwise.
Filed exhibits (1)
EX-99.1 (by filename) d244618dex991.htmExhibit 99.1
Millrose Properties, Inc. Announces Launch of $1.0 Billion Senior Notes Offering
Miami, Florida - September 22, 2026 - Millrose Properties, Inc. (NYSE: MRP) (“Millrose” or the “Company”) announced
today that it plans to offer (the “Offering”) up to $1.0 billion in aggregate principal amount of senior notes in two separate tranches, one representing $500.0 million in aggregate principal amount of senior notes due 2029 and
the other representing $500.0 million in aggregate principal amount of senior notes due 2031 (together, the “Notes”), subject to market conditions. The Offering will be exempt from the registration requirements of the Securities Act
of 1933, as amended (the “Securities Act”).
Millrose intends to use the net proceeds of the Offering, together with $500 million drawn
under the Company’s delayed draw term loan facility, for general corporate purposes, which may include the acquisition of homesites from the combined Dream Finders Homes, Inc. and Beazer Homes, Inc. entity (such previously announced merger,
the “Dream Finders Transaction”), and to repay borrowings outstanding under the Company’s revolving credit facility (the “Revolving Credit Facility”),…
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