10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file Number — 000-02123

MILLS MUSIC TRUST

(Exact name of registrant as specified in its charter)

New York	13-6183792
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)

c/o HSBC Bank USA, N.A. Corporate Trust Issuer Services,

66 Hudson Boulevard East, New York, NY 10001

(Address of principal executive offices and ZIP Code)

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

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

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange<br><br>on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated<br> filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of the Registrant’s Trust Units outstanding as of September 30, 2025 was 277,712.

PART I — FINANCIAL STATEMENTS	3
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3. Quantitative and Qualitative Disclosures About Market Risk	12
Item 4. Controls and Procedures	12
PART II — OTHER INFORMATION	13
Item 1. Legal Proceedings	13
Item 1A. Risk Factors	13
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds	13
Item 3. Defaults Upon Senior Securities	13
Item 4. Mine Safety Disclosures	13
Item 5. Other Information	13
Item 6. Exhibits	14
SIGNATURES	15

MILLS MUSIC TRUST

NOTES TO STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS

THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024

(UNAUDITED)

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Background

Mills Music Trust (the “ Trust ”) was created by a Declaration of Trust, dated December 3, 1964 (the “ Declaration of Trust ”), for the purpose of acquiring from Mills Music, Inc. (“ Old Mills ”) the right to receive payment of a deferred contingent purchase price obligation (the “ Contingent Portion ”) payable to Old Mills. The obligation to pay the Contingent Portion arose as the result of the sale by Old Mills of its music and lyric copyright catalogue (the “ Catalogue ”) to a newly formed company pursuant to an asset purchase agreement dated December 5, 1964 (the “ Asset Purchase Agreement ”). Pursuant to the Asset Purchase Agreement, payment of the Contingent Portion to the Trust continues until the end of the year in which the last copyright in the Catalogue expires and cannot be renewed.

The Contingent Portion amounts are currently payable by EMI Mills Music Inc. (“ EMI ”), the owner of the copyrighted materials contained in the Catalogue. The Trust has been advised that Sony/ATV Music Publishing LLC (“ Sony/ATV ”) is the administrator and manager of EMI and the Catalogue. HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust (the “ Corporate Trustee ”), and Lee Eastman is the Individual Trustee of the Trust (the “ Individual Trustee ” and together with the Corporate Trustee, the “ Trustees ”).

Proceeds from Contingent Portion Payments

The Trust receives quarterly payments of the Contingent Portion from EMI and distributes the amounts it receives to the registered owners of Trust certificates (the “ Unit Holders ”) representing interests in the Trust (the “ Trust Units ”), after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Declaration of Trust provides that these are the Trust’s sole responsibilities and that the Trust is prohibited from engaging in any business activities.

Payments of the Contingent Portion to the Trust are based on royalty income which the Catalogue generates. The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust as its Contingent Portion payment obligation, in accordance with the terms of the Asset Purchase Agreement.

Calculation of the Contingent Portion

Payments of the Contingent Portion to the Trust are ordinarily made on a quarterly basis, approximately two to three months after a quarter ends. The Trust distributes the amounts it receives in Contingent Portion payments to the Unit Holders after payment of, or withholdings in connection with, expenses and liabilities of the Trust.

The amount of each payment of the Contingent Portion is based on a formula set forth in the Asset Purchase Agreement. Prior to the first quarter of 2010, the Contingent Portion was calculated as an amount ranging from 65% to 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty expenses. In addition, the Contingent Portion was guaranteed to be at least a minimum of $167,500 per quarter (the “ Minimum Payment Obligation ”).

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Beginning with the first quarter of 2010, the Asset Purchase Agreement provides for certain changes with respect to the calculation of the Contingent Portion. One such change is that the Minimum Payment Obligation is no longer in effect. The Trust is also of the view that the Contingent Portion payable to the Trust changed to a fixed 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty related expenses (the “ New Calculation Method ”). However, EMI has disputed that the New Calculation Method is the correct interpretation of the Asset Purchase Agreement (the “ Calculation Method Dispute ”). As a result of the New Calculation Method not being applied, EMI’s payments of the Contingent Portion have been deficient, in the Trust’s view by the following amounts as of September 30, 2025 (the “ Calculation Method Underpayments ”):

Quarterly Payment Period	Amount of Deficiency
March 31, 2016	$	79,889
September 30, 2016		37,529
March 31, 2017		85,359
September 30, 2017		41,557
March 31, 2018		98,901
September 30, 2018		75,712
March 31, 2019		71,489
June 30, 2019		41,786
September 30, 2019		68,571
December 31, 2019		42,572
March 31, 2020		40,025
June 30, 2020		15,557
September 30, 2020		40,085
March 31, 2021		42,742
June 30, 2021		43,148
September 30, 2021		38,846
December 31, 2021		38,112
March 31, 2022		0
June 30, 2022		70,709
September 30, 2022		83,438
December 31, 2022		0
March 31, 2023		44,908
June 30, 2023		37,491
September 30, 2023		131,213
December 31, 2023		40,761
March 31, 2024		43,909
June 30, 2024		0
September 30, 2024		135,768
December 31, 2024		0
March 31, 2025		69,244
June 30, 2025		0
September 30, 2025		78,498
Total	$	1,637,819

In addition, on October 1, 2020, the Trust engaged Citrin Cooperman & Company LLP, an accounting firm specializing in auditing royalty income (“ Citrin ”), to conduct a special audit of the books and records of EMI administered by Sony/ATV to determine the areas and extent of underpayment, if any, of quarterly Contingent Portion payments payable to the Trust for the periods beginning January 1, 2016 and ended December 31, 2020 (the “ Audit Period ”). Citrin’s final report (the “ Citrin Report ”) was delivered to the Trustees on April 4, 2022. The Citrin Report identified certain asserted royalty omissions and expense over-deductions from the Contingent Portion during the Audit Period in addition to the Underpayments (the “ Citrin Underpayments ”). The Trust distributed the Citrin Report to EMI on or about April 13, 2022. EMI has disputed most of the findings of the Citrin Report.

On October 30, 2025 (the “ Settlement Date ”), the Trust, Trustees, EMI and certain EMI affiliates entered into a settlement agreement, effective as of July 1, 2025 (the “ Settlement Agreement ”), pursuant to which the parties agreed to settle (the “ Settlement ”) all claims (the “ Settled Claims ”) of the Trust and/or the Trustees (i) for all periods of time prior to December 31, 2024 relating to EMI’s obligation to make Contingent Portion payments under the Asset Purchase Agreement, and (ii) regarding the interpretation of certain provisions of the Asset Purchase Agreement that had been subject to a tolling agreement between EMI and the Trust.

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Under the terms of the Settlement, among other things, (i) EMI agreed to make a payment to the Trust in the amount of $500,000 within ten business days of the Settlement Date in full and final settlement of the Settled Claims (the “ Settlement Payment ”), (ii) the Trust and EMI agreed to amend Section 1(c)(i)(A) of the Asset Purchase Agreement to provide that beginning with the quarterly period beginning July 1, 2025, in calculating any Contingent Portion Payment due and payable by EMI to the Trust, EMI shall cap the foreign sub-publishing fee between EMI and any foreign affiliate thereof at twenty-five percent (25%), which cap acts as a limitation on certain deductions that EMI can make against payments due to the Trust, and (iii) the Trust and EMI agreed to amend Section 1(c)(i)(B) of the Asset Purchase Agreement to provide that beginning with the quarterly period beginning July 1, 2025, EMI shall only be entitled to offset the costs associated with EMI obtaining U.S. copyright renewals for a song against royalty income collected by EMI in the U.S. for such song (and not against any foreign royalty income collected outside of the U.S. for such song), and this modification also serves to narrow permissible offsets to payments due from EMI to the Trust.

The Settlement includes all claims relating to the Calculation Method Underpayments through December 31, 2024 and all claims relating to the Citrin Underpayments. The Settlement does not include any claims for any periods after December 31, 2024 nor does it resolve the Calculation Method Dispute. As such, the Trustees and EMI have not agreed to settle any claims relating to the Calculation Method Dispute or the Calculation Method Underpayments for any period of time after December 31, 2024. The Trust can offer no assurance that it will be able to recover any portion of the Calculation Method Underpayments that were not subject to the Settlement, or that it will favorably resolve the Calculation Method Dispute with respect to future payments of the Contingent Portion.

For the full text of the pro forma Asset Purchase Agreement, as amended by the Settlement Agreement, please refer to the Current Report on Form 8-K, dated October 30, 2025, which the Trust filed with the Securities and Exchange Commission on November 5, 2025.

Cash Distributions to Unit Holders

The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust. In March, June and September 2025, the Trust received from EMI a Contingent Portion payment of $260,759 ($0.9390 Per Trust Unit), $202,850 ($0.7304 per Trust Unit) and $356,533 ($1.2838 per Trust Unit), respectively, attributable to royalties received by EMI for the fourth quarter of 2024, the first quarter of 2025 and the second quarter of 2025, respectively (collectively, the “ Contingent Portion Payments ”). After receiving the Contingent Portion Payments, the Trust paid $196,827, $128,795, and $117,457 respectively, in connection with invoices rendered to the Trust by advisors and professionals providing services to the Trust and for administrative costs associated with the Trust, leaving an aggregate balance of $377,109 ($1.3579 per Trust Unit) (the “ Cash Balance ”) at September 30, 2025. The Trustees decided to reserve the full amount of such balance (the “ Reserve ”) for potential future administrative expenses and liabilities in accordance with Section 5.7 of the Declaration of Trust, and therefore did not make a distribution to Unit Holders in respect of the Contingent Portion Payments in the third quarter of 2025.

For information regarding cash disbursements made to Unit Holders for the three and nine months ended September 30, 2025 and September 30, 2024 see the table headed “Statements of Cash Receipts and Disbursements” under Part I — Item 1, “Financial Statements”. For more computation details regarding the Contingent Portion Payments and the lack of a distribution related thereto please refer to the Current Report on Form 8-K, dated September 29, 2025, which the Trust filed with the Securities and Exchange Commission on October 21, 2 02 5.

As soon as reasonably practical and operationally feasible following receipt from EMI of the Settlement Payment, the Trustees will release the Reserve and cause the Trust to make a distribution to the Unit Holders in connection with such release in an amount equal to the sum of the Cash Balance and the Settlement Payment less any unpaid invoices from advisors and professionals providing services to the Trust and for administrative costs associated with the Trust. The Trust will continue from time to time to assess the Trust’s needs with respect to future potential administrative expenses and liabilities to determine whether a reserve may be required in the future.

The Copyright Catalogue

The Catalogue is estimated to be composed of over 12,000 music titles (the “ Copyrighted Songs ”), of which approximately 1,430 produced royalty income in recent years. EMI has provided the Trust with a listing of the top 50 earning songs in the Catalogue during the 2024 calendar year (the “ Top 50 Songs ”), together with certain copyright information with respect to each of the Top 50 Songs (the “ Listing ”). A copy of the Listing, as provided by EMI, is included in the Trust’s annual report on Form 10-K for the fiscal year ended December 31, 2024. The Listing does not include any information regarding Copyrighted Songs for the 2025 calendar year.

Recent Accounting Pronouncements

The Trustees do not believe that any recently issued, but not yet effective, accounting standards, if adopted, would have a material effect on the Trust’s financial statement.

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Accounting Policies

EMI typically makes payments to the Trust of the Contingent Portion in March, June, September and December for the prior calendar quarter. The payments received are accounted for on a cash basis, as are expenses of the Trust. The Declaration of Trust provides for the distribution of the amounts it receives in Contingent Portion payments to the Unit Holders after payment of, or withholdings in connection with, expenses and liabilities of the Trust.

The Trust’s financial statements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting, as contemplated by generally accepted accounting principles in the United States. The Trust does not prepare a balance sheet or a statement of cash flows.

These unaudited financial statements should be read in conjunction with the financial statements and related notes in the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The cash receipts and distributions for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

NOTE 2. INCOME TAXES

No provision for income taxes has been made since the tax liability is that of the Unit Holders and not the Trust.

NOTE 3. GOVERNANCE OF THE TRUST

The Trust does not have, nor does the Declaration of Trust provide for, officers, a board of directors or any employees. HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust, and Lee Eastman is the Individual Trustee of the Trust. Pursuant to the Declaration of Trust, Trustees of the Trust serve until their removal or resignation, or in the case of an Individual Trustee, their incapacity or death. Michael Reiss resigned as an Individual Trustee of the Trust effective as of March 15, 2024, and his Individual Trustee seat is vacant as of November 14, 2025.

On December 23, 2014, the Trust adopted a code of ethics (as defined in Item 406 of Regulation S-K under the Securities Exchange Act of 1933) applicable to the Individual Trustees and the trust officers of the Corporate Trustee. A copy of the Code of Ethics will be provided to any person without charge upon written request to the Trust at its administrative office, c/o HSBC BANK USA, N.A., Corporate Trust, Issuer Services, 66 Hudson Boulevard East, New York, NY 10001. In addition, the Trust relies on the Corporate Trustee to abide by HSBC Bank, USA, N.A.’s Statement of Business Principles and Code of Ethics, which is available on the Corporate Trustee’s website at https://www.hsbc.com/who-we-are/esg-and-responsible-business/our-conduct.

The Trust is not a corporate entity and thus does not have an Audit Committee. The Trust has established a policy with regard to audit, audit-related and certain non-audit engagements of its independent auditors. Under this policy, the Trust annually approves certain limited, specified recurring services which may be provided by the Trust’s accountant or independent auditors. All other engagements for services to be performed by the Trust’s independent auditors must be separately preapproved by the Trust. Joel Faden acts as Chief Financial Individual providing accounting services for the Trust.

NOTE 4. RELATED PARTY TRANSACTIONS

The Trustees are paid in accordance with the Declaration of Trust, which provides that each Trustee shall receive annual compensation of $2,500, provided that such aggregate compensation to the Trustees as a group may not exceed 3% of the Contingent Portion amounts received by the Trust in any year. The Declaration of Trust also provides for the reimbursement of expenses reasonably incurred in the performance of a Trustee’s duties to the Trust, including clerical and administrative services. Accordingly, the Trustees are entitled to receive annual compensation and reimbursement for services performed for the Trust, including the Corporate Trustee’s services as the Registrar and Transfer Agent of the certificates representing the Trust Units. The Declaration of Trust also provides that if a Trustee performs unusual or extraordinary services, reasonable compensation for such services shall be paid, subject to the terms and conditions of the Declaration of Trust.

Pursuant to the Declaration of Trust, disbursements were made as follows to the Trustees for the three and nine months ended September 30, 2025 and September 30, 2024:

	Three Months<br> Ended September 30				Nine Months<br> Ended September 30
	2025		2024		2025		2024
Corporate Trustee Fees	$	625	$	625	$	1,875	$	1,875
Individual Trustee Fees		625		625		1,875		2,500
Transfer Agent and Registrar Fees<br>(1)		6,875		6,875		20,625		17,500
Total	$	8,125	$	8,125	$	24,375	$	21,875
(1)	These services are performed by the Corporate Trustee.
---	---

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The administrative office of the Trust is located at the offices of the Corporate Trustee, HSBC Bank, USA, N.A., Corporate Trust Issuer Services, 66 Hudson Boulevard East, New York, NY 10001. Except for fees paid to the Corporate Trustee in accordance with the Declaration of Trust, no expense is being charged or paid by the Trust for the office space and office equipment of the Corporate Trustee that is being utilized for the Trust.

NOTE 5. SEGMENT INFORMATION

The Trust reports segment information based on the management approach which designates the internal reporting used by the Chief Operating Decision Maker, which are the Trust’s Trustees (in such capacities, collectively, the “ CODM ”), for making decisions and assessing performance as the source of the Trust’s reportable segments.

The Trust has one reportable segment: receiving quarterly payments of the Contingent Portion from EMI and distributing the amounts it receives to the Unit Holders, after payment of, or withholdings in connection with, expenses and liabilities of the Trust. As the Trust operates in one reportable segment, the CODM evaluates the performance of the Trust based on the aggregate amount of cash distributions which the Trust is able to pay to Unit Holders. The key performance metric considered by the CODM is cash distributions per Trust Unit. Material cash receipts, disbursements and withholdings of the Trust which are reviewed by the CODM include receipts of the Contingent Portion from EMI and administrative expenses, which primarily consist of third party service provider fees (including legal, accounting, auditor and printer fees) and Trustee and Transfer Agent Registrar fees. The CODM will continue to evaluate its segment reporting disclosures and make adjustments if and to the extent there are material changes in financial reporting requirements.

NOTE 6. SUBSEQUENT EVENTS.

On the Settlement Date, the Trust, Trustees, EMI and certain EMI affiliates agreed to a Settlement of all Settled Claims pursuant to the terms of the Settlement Agreement.

Under the terms of the Settlement, among other things, (i) EMI agreed to make a payment to the Trust in the amount of $500,000 within ten business days of the Settlement Date in full and final settlement of the Settled Claims, (ii) the Trust and EMI agreed to amend Section 1(c)(i)(A) of the Asset Purchase Agreement to provide that beginning with the quarterly period beginning July 1, 2025, in calculating any Contingent Portion Payment due and payable by EMI to the Trust, EMI shall cap the foreign sub-publishing fee between EMI and any foreign affiliate thereof at twenty-five percent (25%), which cap acts as a limitation on certain deductions that EMI can make against payments due to the Trust, and (iii) the Trust and EMI agreed to amend Section 1(c)(i)(B) of the Asset Purchase Agreement to provide that beginning with the quarterly period beginning July 1, 2025, EMI shall only be entitled to offset the costs associated with EMI obtaining U.S. copyright renewals for a song against royalty income collected by EMI in the U.S. for such song (and not against any foreign royalty income collected outside of the U.S. for such song), and this modification also serves to narrow permissible offsets to payments due from EMI to the Trust.

For the full text of the pro forma Asset Purchase Agreement, as amended by the Settlement Agreement, please refer the Current Report on Form 8-K, dated October 30, 2025, which the Trust filed with the Securities and Exchange Commission on November 5, 2025.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Copyright Catalogue

The Catalogue is estimated to be composed of over 12,000 music titles (the “Copyrighted Songs”), of which approximately 1,430 produced royalty income in recent years. Based on the Listing, the Trust derives its receipts principally from copyrights established prior to 1960 in the United States. The receipts fluctuate based on consumer interest in the nostalgia appeal of older songs and the overall popularity of the songs contained in the Catalogue. The Catalogue also generates royalty income in foreign countries in which copyright is claimed.

A number of factors create uncertainties with respect to the Catalogue’s ability to continue to generate royalty income on a continuing, long-term basis for the Trust. These factors include: (i) the effect that foreign and domestic copyright laws and any changes thereto have or will have on renewal rights (e.g., vesting of renewal term rights), (ii) the length of the term of copyright protection under foreign and domestic copyright laws, (iii) reversionary rights that may affect whether EMI is able to retain its rights to the Copyrighted Songs during certain renewal terms (e.g., statutory termination of transfers or “copyright recapture”) and (iv) ongoing disputes regarding the payment and calculation of the Contingent Portion.

The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust in accordance with its Contingent Portion payment obligation.

The Trust’s income is dependent, in part, on EMI’s ability to maintain its rights in the Copyrighted Songs through copyright protection. Although Copyrighted Songs may continue to generate royalty revenue after their copyrights have expired, in general as the copyrights for the Copyrighted Songs expire, less royalty income will be generated, and the size of each payment of the Contingent Portion will be reduced accordingly.

Based on the Listing, most of the Top 50 Songs obtained copyright registration under the United States Copyright Act of 1909 (the “1909 Act”) between 1926 and 1965. For copyrighted works subject to the 1909 Act, copyright law generally provides for a possible 95 years of copyright protection, subject to certain factors, including the initial registration date of each copyright and compliance with certain statutory provisions including notice and renewal. The Copyright expiration dates for the Top 50 Songs, to the extent known, range between 2021 and 2075, as set forth in the Listing.

The Copyrighted Songs are subject to statutory rights of termination of transfers, which may impact whether EMI is able to retain its ownership of the Copyrighted Songs during their respective terms of copyright protection. For copyrights governed by the 1909 Act, this termination right vests at the end of two different renewal terms, which vary for each Copyrighted Song. As the owner of the Catalogue, EMI (and not the Trust) is responsible for administrating the Catalogue and seeking renewals of the Copyrighted Songs. The Asset Purchase Agreement provides that EMI is obligated to use its best efforts to secure renewals.

Contingent Portion Payments

The amount of each payment of the Contingent Portion is based on a formula provided in the Asset Purchase Agreement. Prior to the first quarter of 2010, the Contingent Portion was calculated as an amount ranging from 65% to 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty expenses. In addition, the Contingent Portion was guaranteed to be at least a minimum of $167,500 per quarter (the “Minimum Payment Obligation”).

Beginning with the first quarter of 2010, the Asset Purchase Agreement provides for certain changes with respect to the calculation of the Contingent Portion. One such change is that the Minimum Payment Obligation is no longer in effect. The Trust is also of the view that the Contingent Portion payable to the Trust changed to a fixed 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty related expenses (the “New Calculation Method”). However, EMI has disputed that the New Calculation Method is the correct interpretation of the Asset Purchase Agreement (the “Calculation Method Dispute”). As a result of the New Calculation Method not being applied, EMI’s payments of the Contingent Portion have been deficient, in the Trust’s view, by the following amounts, as of September 30, 2025 (the “Calculation Method Underpayments”):

Quarterly Payment Period	Amount of Deficiency
March 31, 2016	$	79,889
September 30, 2016		37,529
March 31, 2017		85,359
September 30, 2017		41,557
March 31, 2018		98,901
September 30, 2018		75,712
March 31, 2019		71,489
June 30, 2019		41,786
September 30, 2019		68,571
December 31, 2019		42,572

March 31, 2020		40,025
June 30, 2020		15,557
September 30, 2020		40,085
March 31, 2021		42,742
June 30, 2021		43,148
September 30, 2021		38,846
December 31, 2021		38,112
March 31, 2022		0
June 30, 2022		70,709
September 30, 2022		83,438
December 31, 2022		0
March 31, 2023		44,908
June 30, 2023		37,491
September 30, 2023		131,213
December 31, 2023		40,761
March 31, 2024		43,909
June 30, 2024		0
September 30, 2024		135,768
December 31, 2024		0
March 31, 2025		69,244
June 30, 2025		0
September 30, 2025		78,498
Total	$	1,637,819

In addition, on October 1, 2020, the Trust engaged Citrin Cooperman & Company LLP, an accounting firm specializing in auditing royalty income (“Citrin”), to conduct a special audit of the books and records of EMI administered by Sony/ATV to determine the areas and extent of underpayment, if any, of quarterly Contingent Portion payments payable to the Trust for the periods beginning January 1, 2016 and ended December 31, 2020 (the “Audit Period”). Citrin’s final report (the “Citrin Report”) was delivered to the Trustees on April 4, 2022. The Citrin Report identified multiple asserted royalty omissions and expense over-deductions from the Contingent Portion during the Audit Period in addition to the Underpayments (the “Citrin Underpayments”). The Trust distributed the Citrin Report to EMI on or about April 13, 2022. EMI has disputed the findings of the Citrin Report.

On October 30, 2025 (the “Settlement Date”), the Trust, Trustees, EMI and certain EMI affiliates entered into a settlement agreement, effective as of July 1, 2025 (the “Settlement Agreement”), pursuant to which the parties agreed to settle (the “Settlement”) all claims (the “Settled Claims”) of the Trust and/or the Trustees (i) for all periods of time prior to December 31, 2024 relating to EMI’s obligation to make Contingent Portion payments under the Asset Purchase Agreement, and (ii) regarding the interpretation of certain provisions of the Asset Purchase Agreement that had been subject to a tolling agreement between EMI and the Trust.

Under the terms of the Settlement, among other things, (i) EMI agreed to make a payment to the Trust in the amount of $500,000 within ten business days of the Settlement Date in full and final settlement of the Settled Claims (the “Settlement Payment”), (ii) the Trust and EMI agreed to amend Section 1(c)(i)(A) of the Asset Purchase Agreement to provide that beginning with the quarterly period beginning July 1, 2025, in calculating any Contingent Portion Payment due and payable by EMI to the Trust, EMI shall cap the foreign sub-publishing fee between EMI and any foreign affiliate thereof at twenty-five percent (25%), which cap acts as a limitation on certain deductions that EMI can make against payments due to the Trust, and (iii) the Trust and EMI agreed to amend Section 1(c)(i)(B) of the Asset Purchase Agreement to provide that beginning with the quarterly period beginning July 1, 2025, EMI shall only be entitled to offset the costs associated with EMI obtaining U.S. copyright renewals for a song against royalty income collected by EMI in the U.S. for such song (and not against any foreign royalty income collected outside of the U.S. for such song), and this modification also serves to narrow permissible offsets to payments due from EMI to the Trust.

For the full text of the pro forma Asset Purchase Agreement, as amended by the Settlement Agreement, please refer to the Current Report on Form 8-K, dated October 30, 2025, which the Trust filed with the Securities and Exchange Commission on November 5, 2025.

Recent Contingent Portion Payment

On September 3, 2025 the Trust received a Contingent Portion payment of $356,533 (or $1.2838 per Trust Unit) from EMI, which was attributable to royalty income generated by the Catalog during the second quarter of 2025, as compared to $512,648 (or $1.8460 per Trust Unit) for the payment attributable to the second quarter of 2024.

Recent Distributions to Unit Holders

The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust. In March, June and September 2025, the Trust received from EMI a Contingent Portion payment of $260,759 ($0.9390 Per Trust Unit), $202,850 ($0.7304 per Trust Unit) and $356,533 ($1.2838 per Trust Unit), respectively, attributable to royalties received by EMI for the fourth quarter of 2024, the first quarter of 2025 and the second quarter of 2025, respectively (collectively, the “Contingent Portion Payments”). After receiving the Contingent Portion Payments, the Trust paid $196,827, $128,795, and $117,457 respectively, in connection with invoices rendered to the Trust by advisors and professionals providing services to the Trust and for administrative costs associated with the Trust, leaving an aggregate balance of $377,109 ($1.3579 per Trust Unit) (the “Cash Balance”) at September 30, 2025. The Trustees decided to reserve the full amount of such balance (the “Reserve”) for potential future administrative expenses and liabilities in accordance with Section 5.7 of the Declaration of Trust, and therefore did not make a distribution to Unit Holders in respect of the Contingent Portion Payments in the third quarter of 2025.

For information regarding cash disbursements made to Unit Holders for the three and nine months ended September 30, 2025 and September 30, 2024 see the table headed “Statements of Cash Receipts and Disbursements” under Part I — Item 1, “Financial Statements”. For more computation details regarding the Contingent Portion Payments and the lack of a distribution related thereto please refer to the Current Report on Form 8-K, dated September 29, 2025, which the Trust filed with the Securities and Exchange Commission on October 21, 2025.

As soon as reasonably practical and operationally feasible following receipt from EMI of the Settlement Payment, the Trustees will release the Reserve and cause the Trust to make a distribution to the Unit Holders in connection with such release in an amount equal to the sum of the Cash Balance and Settlement Payment less any unpaid invoices from advisors and professionals providing services to the Trust and for administrative costs associated with the Trust. The Trust will continue from time to time to assess the Trust’s needs with respect to future potential administrative expenses and liabilities to determine whether a reserve may be required in the future.

Cash and Administrative Expenses

As of October 21, 2025, the Trust was holding $377,109 in cash and had received invoices for an aggregate of $9,413 in unpaid administrative expenses for services rendered to the Trust.

Segment Information

The Trust reports segment information based on the management approach which designates the internal reporting used by the Chief Operating Decision Maker, which are the Trust’s Trustees (in such capacities, collectively, the “CODM”), for making decisions and assessing performance as the source of the Trust’s reportable segments.

Inflation

The Trust does not believe that inflation has materially affected its activities.

Liquidity and Capital Resources

The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust.

See the table headed “Statements of Cash Receipts and Disbursements” under Part 1 — Item 1, “Financial Statements” for information regarding cash disbursements made to Unit Holders during the three and nine months ended September 30, 2025 and September 30, 2024.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Trust’s financial condition, changes in financial condition, revenues or expenses, results of operations or liquidity that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

Controls and Procedures

As of the end of the period covered by this quarterly report, the Trust carried out an evaluation of the effectiveness of the design and operation of the Trust’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) under the supervision and with the participation of the Trust’s management, including the Chief Financial Individual providing accounting services and the Trustees. Based on that evaluation, the Chief Financial Individual providing accounting services and the Trustees concluded that, as of September 30, 2025, the Trust’s disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information the Trust is required to disclose in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Trust’s management, including the Chief Financial Individual providing accounting services and the Trustees, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Trust’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, the Trust’s management, including the Chief Financial Individual providing accounting services and the Trustees, recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that the Trust’s management, including the Chief Financial Individual providing accounting services and the Trustees, is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

November 14, 2025	Mills Music Trust
	(Registrant)
	By:	/s/ Garfield Barrett
		Garfield Barrett
		Trust Officer of the Corporate Trustee
		HSBC Bank USA, NA

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joel Faden, certify that:

I have reviewed this quarterly report on Form 10-Q of Mills Music Trust;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; *
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be<br>designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is<br>being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting<br>principles;
---	---
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this<br>report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that<br>occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s<br>internal control over financial reporting; and
---	---

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over<br>financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in<br>the registrant’s internal control over financial reporting.
---	---
*	The statements of cash receipts and disbursements reflect only cash transactions and do not include<br>transactions that would be recorded in financial statements presented on the accrual basis of accounting. The Trust is required to distribute all funds received after payment of, or withholdings in connection with, expenses and liabilities of the<br>Trust. Accordingly, the Trust has not prepared any statements of financial condition or cash flows.
---	---
November 14, 2025	/s/ Joel Faden
---	---
	Joel Faden
	Chief Financial Individual (principal financial officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Garfield Barrett, certify that:

I have reviewed this quarterly report on Form 10-Q of Mills Music Trust;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; *
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be<br>designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is<br>being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting<br>principles;
---	---
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this<br>report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that<br>occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s<br>internal control over financial reporting; and
---	---

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over<br>financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in<br>the registrant’s internal control over financial reporting.
---	---
*	The statements of cash receipts and disbursements reflect only cash transactions and do not include<br>transactions that would be recorded in financial statements presented on the accrual basis of accounting. The Trust is required to distribute all funds received after payment of, or withholdings in connection with, expenses and liabilities of the<br>Trust. Accordingly, the Trust has not prepared any statements of financial condition or cash flows.
---	---
November 14, 2025	/s/ Garfield Barrett
---	---
	Garfield Barrett
	Trust Officer of The Corporate Trustee
	HSBC Bank USA, NA

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Mills Music Trust (the “Trust”) on Form 10-Q for the fiscal quarter ended September 30, 2025, as filed with the Securities and Exchange Commission (the “Report”), the undersigned hereby certifies, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of<br>1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition* and<br>results of operations of the Trust.
---	---
*	The statements of cash receipts and disbursements reflect only cash transactions and do not include<br>transactions that would be recorded in financial statements presented on the accrual basis of accounting. The Trust is required to distribute all funds received after payment of, or withholdings in connection with, expenses and liabilities of the<br>Trust. Accordingly, the Trust has not prepared any statements of financial condition or cash flows.
---	---
November 14, 2025	/s/ Joel Faden
---	---
	Joel Faden
	Chief Financial Individual (principal financial officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of<br>1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition* and<br>results of operations of the Trust.
---	---
*	The statements of cash receipts and disbursements reflect only cash transactions and do not include<br>transactions that would be recorded in financial statements presented on the accrual basis of accounting. The Trust is required to distribute all funds received after payment of, or withholdings in connection with, expenses and liabilities of the<br>Trust. Accordingly, the Trust has not prepared any statements of financial condition or cash flows.
---	---
November 14, 2025	/s/ Garfield Barrett
---	---
	Garfield Barrett
	Trust Officer of The Corporate Trustee
	HSBC Bank USA, NA

TABLE OF CONTENTS

For the full text of the pro forma Asset Purchase Agreement, as amended by the Settlement Agreement, please refer to the Current Report on Form 8-K, dated October 30, 2025, which the Trust filed with the Securities and Exchange Commission on November 5, 2025.

SIGNATURES