8-K
MILLS MUSIC TRUST (MMTRS)
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): March 25, 2026
MILLS MUSIC TRUST
(Exact name of registrant as specified in its charter)
| New York | 000-02123 | 13-6183792 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification Number) |
| C/O HSBC Bank USA, N/A, Corporate Trust Issuer Services<br> <br>66 Hudson Boulevard East, New York, New York | 10001 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<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 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. ☐
Item 8.01 Other Events.
On Mach 25, 2026 Mills Music Trust issued a report to its Unit Holders containing computation details regarding the payment it received attributable to the fourth quarter of 2025. The full text of the report is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| 99.1 | Quarterly distribution report, dated March 25, 2026 issued by the Trust. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| MILLS MUSIC TRUST | ||
|---|---|---|
| Date: March 26, 2026 | By: | /s/ Garfield Barrett |
| Garfield Barrett<br> <br>Trust Officer of the Corporate Trustee<br> <br>HSBC Bank U.S.A, NA |
EX-99.1
Exhibit 99.1
MILLS MUSIC TRUST
C/OHSBC BANKS U.S.A.
66 HUDSON BLVD EAST
NEW YORK, NY 10001
March 25, 2026
Quarterly Distribution Report No. 245
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 (the “Q4 Payment”) received by the Trust from Sony Music Publishing (“Sony EMI”) during the fourth quarter of 2025 (the “Q4 Distribution Period”), in respect of the contingent portion payment attributable to royalty income generated by the Trust’s copyright catalogue in the Q4 Distribution Period (the “Q4 Contingent Portion Payment”).
The Trust received $241,647 ($0.8701 per Trust Unit) for the Q4 Contingent Portion Payment attributable to the Q4 Distribution Period, as compared to $260,759 ($0.9390 per Trust Unit) for the payment attributable to the fourth quarter of 2024.
In addition to the Q4 Contingent Portion Payment, the Trust also received from Sony EMI during the Q4 Distribution Period (i) $92,550 ($0.3333 per Trust Unit) as a result of a true up of the contingent portion payment made by Sony EMI to the Trust during the third quarter of 2025 (the “Q3 Distribution Period”) in respect of royalty income generated by the Trust’s copyright catalogue in the Q3 Distribution Period (the “Q3 True Up Payment”) and (ii) $89,973 ($0.3239 per Trust Unit) with respect to the Q4 Contingent Portion Payment which is discussed in more detail immediately below (the “Additional Q4 Amount”).
After receiving the Q4 Contingent Portion Payment, the Q3 True Up Payment and the Additional Q4 Amount (collectively, the “Q4 Payment”), the Trust paid $78,865 in connection with invoices rendered to the Trust, leaving an aggregate balance of $345,295 ($1.2434 per Trust Unit). Such balance is being distributed to the Unit Holders of record as of the close of business on March 24, 2026.
On March 12, 2026, Sony EMI informed the Trust that the Additional Q4 Amount was an overpayment and that it intends to correct such overpayment in future quarters by offset against future contingent portion payments to be made to the Trust in respect of such quarters.
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 March 31, 2026 and March 31, 2025 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:
| ThreeMonthsEndedMarch 31,2026 | PerUnit* | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross royalty income collected by Sony EMI for the period | $ | 1,356,179 | |||||||||
| Less: Related royalty expense | $ | 568,024 | |||||||||
| Amount deducted by EMI | $ | 389,841 | |||||||||
| Adjustment for copyright renewals, etc. | $ | 157,207 | |||||||||
| $ | 1,115,072 | ||||||||||
| Balance as reported by EMI | $ | 241,647 | $ | 0.8701 | |||||||
| Q3 True Up Payment | $ | 92,550 | ^1^ | $ | 0.3333 | ||||||
| Additional Q4 Amount | $ | 89,973 | ^2^ | $ | 0.3239 | ||||||
| Payments received by Trust | $ | 424,170 | $ | 1.5274 | |||||||
| Less: Fees and expenses to Registrar-Transfer Agent and other administrative expenses | $ | 78,865 | $ | 0.2839 | |||||||
| Audit Settlement Payment | — | $ | — | ||||||||
| Less: Reserve for future potential administrative liabilities and expenses | — | $ | 0.2302 | ||||||||
| Balance available for distribution | $ | 345,305 | $ | 1.2434 | |||||||
| Distribution per Unit* | $ | 1.2434 | |||||||||
| * | Based on the 277,712 Trust Units outstanding. | ||||||||||
| --- | --- | ||||||||||
| 1 | During the Q3 Distribution Period, the Trust received an estimated payment from Sony EMI in the aggregate<br>amount of $250,000 in respect of the contingent portion payment attributable to royalty income generated by the Trust’s copyright catalogue in such period. During the Q4 Distribution Period, the Trust received a true up payment in respect of<br>such estimated payment in the amount of $92,550, representing (x) income collected by EMI for the period of $919,933, less (y) the sum of (i) related royalty expenses of $280,906, (ii) deductions by EMI in the amount of $267,196, and<br>(iii) adjustments for copyright renewals in the amount of $29,281. | ||||||||||
| --- | --- | ||||||||||
| 2 | On March 12, 2026, Sony EMI informed the Trust that it had overpaid the Trust by the aggregate amount of<br>$89,973 ($0.3239 per Trust Unit) for the Q4 Contingent Portion Payment as a result of a computational error made by Sony EMI. Sony EMI intends to correct the overpayment in future quarters by offset against future contingent portion payments to be<br>made to the Trust in respect of such quarters. | ||||||||||
| --- | --- | ||||||||||
| Three<br><br><br>Months<br> <br>Ended<br><br><br>March 31,<br> <br>2025 | PerUnit* | Twelve<br><br><br>Months<br> <br>Ended<br><br><br>March 31,<br> <br>2026 | Per<br><br><br>Unit | Twelve<br><br><br>Months<br> <br>Ended<br><br><br>March 31,<br><br><br>2025 | Per<br><br><br>Unit | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| $ | 923,302 | $ | 4,687,128 | $ | 3,804,220 | ||||||
| 362,433 | 1,652,373 | 1,383,974 | |||||||||
| 300,055 | 1,126,011 | 1,156,042 | |||||||||
| 55 | 425,201 | 97 | |||||||||
| 662,543 | 3,203,585 | 2,540,113 | |||||||||
| $ | 260,759 | 1,483,543 | $ | 1,264,107 | |||||||
| — | — | — | — | — | — | ||||||
| — | — | — | — | — | — | ||||||
| $ | 260,759 | $ | .9390 | $ | 1,483,543 | $ | 5.3420 | $ | 1,264,107 | $ | 4.5519 |
| $ | 196,827 | .7087 | $ | 799,407 | $ | 2.8785 | $ | 696,627 | $ | 2.5085 | |
| — | — | $ | 500,000 | $ | 1.8004 | — | — | ||||
| $ | 63,932 | .2302 | — | — | $ | 63,932 | $ | .2302 | |||
| — | — | $ | 1,184,136 | $ | 4.2639 | $ | 503,548 | $ | 1.8132 | ||
| — | $ | 4.2639 | $ | 1.8132 |