8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2024

MILLS MUSIC TRUST

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 525-1349

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If 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 13(a) of the Exchange Act. ☐

On December 31, 2024 Mills Music Trust issued a report to its Unit Holders containing computation details regarding the payment it received attributable to the third quarter of 2024 The full text of the report is included as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits:

SIGNATURES

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

EX-99.1

Exhibit 99.1

MILLS MUSIC TRUST

C/OHSBC BANKS U.S.A.

66 HUDSON BLVD EAST

NEW YORK, NY 10001

December 31, 2024

Quarterly Distribution Report No. 240

To the holders (the “Unit Holders”) of Trust Certificates representing interests (the “Trust Units”) in Mills Music Trust (the “Trust”):

This Quarterly Distribution report relates to the payment received by the Trust from Sony Music Publishing during the third quarter of 2024 (the “Q3 Distribution Period”), in respect of the contingent portion payment attributable to royalty income generated by the Trust’s copyright catalogue in the Q3 Distribution Period (the “Contingent Portion Payment”).

The Trust received $241,778 ($.8706 per Trust Unit) for the Contingent Portion Payment attributable to the Q3 Distribution Period, as compared to $281,292 ($1,0129 per Trust Unit) for the payment attributable to the third quarter of 2023.

The Trust has incurred administrative expenses to third parties in connection with invoices rendered to the Trust, in the amount of $277,422. At the record date, the Trust’s accrued expenses exceeded the Contingent Portion Payment. As a result, after payment of expenses, the Trust will have a deficit and will not make any distribution to Unit Holders in respect of the Contingent Portion Payment. In addition, the Trustees have determined to create a reserve from future distributions to satisfy the existing deficit and on account of anticipated future administrative expenses.

Additional computation details are set forth in the attached report.

The information contained in this Quarterly Distribution Report will be disclosed on a Form 8-K filed with the Securities and Exchange Commission (the “SEC”). The Trust’s SEC filings are available to the public over the internet on the SEC’s web site at http://www.sec.gov.

Very truly yours,

MILLS MUSIC TRUST

The following is a computation of amounts available for distribution and/or the payment of administrative expenses of the Trust during the three months and twelve months ended December 31, 2024 and December 31, 2023 out of payments made to the Trust in connection with a deferred contingent purchase price obligation under the asset purchase agreement, dated December 5, 1964: