Current Report · Items 8.01, 9.01 · 8-K
Millrose Properties, Inc.
MRPNYSEEQUITYCurrent
Other Events
Item 8.01 Other Events. On September 22, 2026, Millrose Properties, Inc. (“Millrose” or the “Company”) issued a press release announcing the pricing of its previously announced private offering (the “Offering”) of $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 6.500% senior notes due 2029 (the “2…
Filed Sep 23, 2026Accepted Sep 22, 2026, 7:19 PM EDTCIK 2017206Accession 0001193125-26-398224
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 2026-09-23
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 000119312526398224 · 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.
On September 22, 2026, Millrose Properties, Inc. (“Millrose” or the “Company”) issued a press release announcing the pricing of its previously announced private offering (the “Offering”) of $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 6.500% senior notes due 2029 (the “2029 Notes”) and the other representing $500,000,000 in aggregate principal amount of 6.750% senior notes due 2031 (the “2031 Notes and, together with the 2029 Notes, the “Notes”) at an initial offering price of 100.000% of the principal amount plus accrued interest, if any, from October 6, 2026. The Notes were offered 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 Offering is expected to close on October 6, 2026, subject to customary closing conditions. A copy of this press release is being furnished 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) d126321dex991.htmExhibit 99.1
Millrose Properties, Inc. Announces Pricing of $1.0 Billion Senior Notes Offering
Miami, Florida - September 22, 2026 - Millrose Properties, Inc. (NYSE: MRP) (“Millrose” or the “Company”) announced
today the pricing of its private offering (the “Offering”) of $1.0 billion in aggregate principal amount of senior notes in two separate tranches, one representing $500.0 million in aggregate principal amount of 6.500% senior
notes due 2029 (the “2029 Notes”) and the other representing $500.0 million in aggregate principal amount of 6.750% senior notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”), at
an initial offering price of 100.000% in the case of the 2029 Notes, and 100.000% in the case of the 2031 Notes, in each case, of the principal amount of such Notes plus accrued interest, if any, from October 6, 2026. The Offering is expected
to close on October 6, 2026, subject to customary closing conditions.
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 combine…
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