Mills Music Trust 8-K, filed Sep 23, 2026
Mills Music Trust (MMTRS)
About this 8-K
Mills Music Trust filed this 8-K on September 23, 2026.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange 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 September 23, 2026, Mills Music Trust issued a report to its Unit Holders containing computation details regarding the payment it received attributable to the second quarter of 2026. 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 September 23, 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: September 23, 2026 | By: | /s/ Garfield Barrett | ||||
| Garfield Barrett Trust Officer of the Corporate Trustee HSBC Bank U.S.A, NA | ||||||
Exhibit 99.1
MILLS MUSIC TRUST
C/O HSBC BANKS U.S.A.
66 HUDSON BLVD EAST
NEW YORK, NY 10001
September 23, 2026
Quarterly Distribution Report No. 247
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 (“Sony EMI”) during the third quarter of 2026, in respect of the contingent portion payment attributable to royalty income generated by the Trust’s copyright catalogue in the second quarter of 2026 (the “Q2 2026 Contingent Portion Payment”).
The Trust received approximately $684,729 ($2.4656 per Trust Unit) for the Q2 2026 Contingent Portion Payment, as compared to $512,648 ($1.8460 per Trust Unit) for the contingent portion payment attributable to royalty income generated by the Trust’s copyright catalogue in the second quarter of 2025.
After receiving the Q2 2026 Contingent Portion Payment, the Trust paid $111,347 to third party advisors and professionals providing services to the Trust in connection with invoices rendered to the Trust, leaving an aggregate balance of $573,382 ($2.0647 per Trust Unit). Such balance is being distributed to the Unit Holders of record as of the close of business on September 22, 2026.
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 September 30, 2026 and September 30, 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, as amended (the “Asset Purchase Agreement”):
| Three Months Ended September 30, 2026 |
Per Unit* | |||||||||||
|
|
||||||||||||
| Gross royalty income collected by Sony EMI for the period |
$ | 1,814,343 | ||||||||||
|
|
|
|||||||||||
| Less: Related royalty expense |
374,704 | |||||||||||
| Amount deducted by Sony EMI |
570,464 | |||||||||||
| Adjustment for copyright renewals, etc. |
184,445 | |||||||||||
|
|
|
|||||||||||
| 1,129,613 | ||||||||||||
|
|
|
|||||||||||
| Balance as reported by Sony EMI |
$ | 684,729 | ||||||||||
|
|
|
|||||||||||
| Plus: Q3 True Up Payment |
— | |||||||||||
| Plus: Additional Q4 Amount |
— | |||||||||||
| Payments received by Trust |
$ | 684,729 | $ | 2.4656 | ||||||||
|
|
|
|
|
|||||||||
| Less: Fees and expenses to Registrar-Transfer Agent and other administrative expenses |
111,347 | .4009 | ||||||||||
| Plus: Audit Settlement Payment |
— | — | ||||||||||
| Reserve for future potential administrative liabilities and expenses |
— | — | ||||||||||
|
|
|
|
|
|||||||||
| Balance available for distribution |
$ | 573,382 | $ | 2.0647 | ||||||||
|
|
|
|
|
|||||||||
| * | Based on the 277,712 Trust Units outstanding. |
| Three Months Ended September 30, 2025 |
Per Unit* |
Twelve Months Ended September 30, 2026 |
Per Unit* |
Twelve Months Ended September 30, 2025 |
Per Unit* |
|||||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||
| $ | 1,215,445 | $ | 4,553,189 | $ | 3,694,264 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| 349,934 | 1,393,872 | 1,381,945 | ||||||||||||||||||||||||||||||||
| 340,151 | 1,286,271 | 1,011,508 | ||||||||||||||||||||||||||||||||
| 168,837 | 471,346 | 238,791 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| $ | 858,912 | $ | 3,151,489 | $ | 2,632,244 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| $ | 356,533 | $ | 1,401,609 | $ | 1,062,020 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| — | 92,550 | (1) | — | |||||||||||||||||||||||||||||||
| — | 89,973 | (2) | — | |||||||||||||||||||||||||||||||
| $ | 356,533 | $ | 1.2838 | $ | 1,584,132 | $ | 5.7042 | $ | 1,062,020 | $ | 3.8242 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
117,457 |
|
.4229 | 497,044 | 1.7898 | 684,855 | 2.4660 | |||||||||||||||||||||||||||
| — | — | 500,000 | 1.8004 | — | — | |||||||||||||||||||||||||||||
| (239,076 | ) | $ | .8609 | 377,109 | (3) | 1.3579 | (377,165 | ) | 1.3581 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| $ | 0 | $ | 0 | $ | 1,964,197 | $ | 7.0728 | $ | 0 | $ | 0 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 1 | During the fourth quarter of 2025, the Trust received an estimated payment from Sony EMI in the aggregate amount of $250,000 in respect of the contingent portion payment attributable to royalty income generated by the Trust’s catalogue during the third quarter of 2025. During the first quarter of 2026, the Trust received a true up payment in respect of such estimated payment in the amount of $92,550, representing (x) income collected by Sony EMI for the period of $919,933, less (y) the sum of (i) related royalty expenses of $280,906, (ii) deductions by Sony EMI in the amount of $267,196, and (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 $89,973 ($0.3239 per Trust Unit) for the contingent portion payment attributable to the fourth quarter of 2025, which Sony EMI claims is the result of a computational error made by Sony EMI. In the Trust’s view, this payment relates to a historical dispute between Sony EMI and the Trust regarding the interpretation of a provision in the Asset Purchase Agreement governing the formula to be used to determine the contingent portion payment in a given quarter (the “Calculation Method Dispute”). Sony EMI has advised the Trust that it intends to correct the overpayment in future quarters by offset against future contingent portion payments to be made to the Trust, in which case the Trust intends to reserve its rights with respect to the overpayment and the Calculation Method Dispute. |
| 3 | During the fourth quarter of 2025, the Trustees released to the Unit Holders the entire cash reserve established to fund potential future potential administrative expenses and liabilities incurred by the Trust. |