8-K - MRP - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): August 1, 2025

Millrose Properties, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland	001-42476	99-2056892
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br>Identification No.)
600 Brickell Avenue, Suite 1400
Miami, Florida		33131
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 782-3841

(Former Name or Former Address, if Changed Since Last Report)

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:

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	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>on which registered
Class A common stock, par value $0.01 per share	MRP	New York Stock Exchange

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 1.01	Entry into a Material Definitive Agreement.

Delayed Draw Term Loan Agreement Amendment

On August 1, 2025, Millrose Properties, Inc. (“Millrose” or the “Company”) entered into a first amendment (the “First Amendment to DDTL”) to the Credit Agreement, dated June 24, 2025 (the “DDTL Credit Agreement”), by and among the Company, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent for the lenders. The DDTL Credit Agreement was amended pursuant to the First Amendment to DDTL to, among other things, allow the Company to partially exempt in certain circumstances one incurrence of debt or issuance of equity securities (the “Designated Issuance”) from the DDTL Credit Agreement provision that otherwise requires a mandatory prepayment of the loans borrowed under the DDTL Credit Agreement (the “DDTL Loans”) using 100% of the net cash proceeds from each incurrence of debt or issuance of equity securities (subject to certain limited exceptions specified in the DDTL Credit Agreement). In the case of the Designated Issuance, the Company will instead be required to prepay the DDTL Loans in an amount equal to the lesser of (x) 100% of such net cash proceeds and (y) an amount sufficient such that no more than $500.0 million in aggregate principal amount of DDTL Loans remain outstanding immediately after such prepayment. The First Amendment to DDTL also amended the DDTL Credit Agreement to add a funding fee in an amount equal to 0.250% of the aggregate principal amount of the DDTL Loans outstanding on the date that is 270 days after the initial draw date under the DDTL Credit Agreement, which was June 24, 2025.

The foregoing description of the First Amendment to DDTL is not complete and is qualified in its entirety by reference to the First Amendment to DDTL, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is hereby incorporated by reference into this Item 1.01.

Joinder to Revolving Credit Agreement

On August 1, 2025, Millrose Properties SPE LLC, a subsidiary of the Company (“Millrose Properties SPE”), was joined as a guarantor to the Credit Agreement, dated February 7, 2025, by and among the Company, as borrower, a consortium of lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.

Joinder to DDTL Credit Agreement

On August 1, 2025, Millrose Properties SPE was joined as a guarantor to the DDTL Credit Agreement.

Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 2.03.

Item 8.01	Other Events.

Announcement of Notes Offering

On August 4, 2025, Millrose issued a press release announcing that it plans to offer (the “Offering”) up to $1.0 billion aggregate principal amount of senior notes due 2030 (the “Notes”), subject

to market conditions. The Offering will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes and related guarantee are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to certain non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. A copy of the press release is being filed 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 guarantee 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.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br> <br>No.	Exhibit Description
10.1	First Amendment to Credit Agreement, dated August 1, 2025, by and among the Company, the lenders party thereto and Goldman Sachs Bank USA as administrative agent for the lenders.
99.1	Press Release dated August 4, 2025.
104	Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURE

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

	MILLROSE PROPERTIES, INC.
Date: August 4, 2025	By:	/s/ Garett Rosenblum
	Name:	Garett Rosenblum
	Title:	Chief Financial Officer and Treasurer

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of August 1, 2025 (this “First Amendment”), is among Millrose Properties, Inc., a Maryland corporation (the “Borrower”), the Consenting Lenders (as defined below) and Goldman Sachs Bank USA, as administrative agent (the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders (as defined therein) party thereto and the Administrative Agent have entered into that certain Credit Agreement, dated as of June 24, 2025 (as amended, restated, amended and restated, modified or supplemented from time to time through the date hereof, the “Credit Agreement” and, the Credit Agreement, as amended by this First Amendment, the “Amended Credit Agreement”; capitalized terms not otherwise defined in this First Amendment having the same meanings assigned thereto in the Credit Agreement);

WHEREAS, pursuant to Section 9.2 of the Credit Agreement, the Borrower has requested that the Credit Agreement be amended as more fully described herein and each Lender party hereto that has delivered a signature page hereto prior to 6:30 p.m. on August 1, 2025 (collectively, the “Consenting Lenders”, which Consenting Lenders constitute the Required Lenders under the Credit Agreement) is so willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendment to Credit Agreement. On and as of the First Amendment Effective Date (as defined below):

(a) Section 1.1 of the Credit Agreement is hereby amended by inserting the following definition in the appropriate alphabetical order:

“Designated Issuance” means (x) an incurrence of Indebtedness by the Borrower or its Subsidiaries in the form of debt securities or term loans (other than Excluded Debt) or (y) an issuance of Capital Stock by the Borrower or its Subsidiaries in the form of equity securities or equity-linked securities, in each case, designated in writing by the Borrower to the Administrative Agent as the “Designated Issuance” (email from the Borrower’s counsel to the Administrative Agent’s counsel being sufficient); provided that only one incurrence of Indebtedness or issuance of Capital Stock may be so designated as the “Designated Issuance”.

(b) Section 2.3 of the Credit Agreement is hereby amended by (i) deleting the “; and” at the end of clause (2) thereof, (ii) replacing the parenthetical in clause (3) thereof with “(the “Stage 3 Funding Fee”)”, (iii) replacing the “.” at the end of clause (3) thereof with “; and”, (iv) adding the following new clause (4) at the end thereof, and (v) adding the following new sentence after such new clause (4):

“(4) a stage 4 funding fee (the “Stage 4 Funding Fee” and, together with the Stage 3 Funding Fee, the Stage 2 Funding Fee and the Initial Funding Fee, the “Funding Fees”), in an amount equal to 0.250% of the aggregate principal amount of the Loans outstanding on, or funded on, the date that is 270 days after the Initial Draw Date, which Stage 4 Funding Fee shall be earned, due and payable on such date.

If any payment of any fee hereunder or under any other Loan Document shall become due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day.”

(c) The last paragraph of Section 2.6(c)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“then, (I) in the case of the Designated Issuance, the Borrower shall apply the Net Cash Proceeds from the Designated Issuance, promptly but in any event on or prior to the date that is one (1) Business Day after the consummation of the Designated Issuance, to prepay Loans in an amount equal to the lesser of (x) 100% of the Net Cash Proceeds thereof and (y) an amount sufficient such that no more than $500,000,000 in aggregate principal amount of Loans remain outstanding hereunder immediately after such prepayment (it being understood and agreed that the Borrower may retain any other Net Cash Proceeds not required to be prepaid pursuant to this clause (I)), or (II) in any other case, the Borrower shall (1)first prepay Loans in an aggregate principal amount equal to the lesser of (x) 100% of such Net Cash Proceeds and (y) the then-outstanding principal amount of Loans, until there are no Loans outstanding under the Delayed Draw Term Loan Facility, in each case, promptly but in any event on or prior to the date that is five (5) Business Days after receipt by the Borrower of such Net Cash Proceeds and (2)then, to the extent any Net Cash Proceeds are remaining, the then-outstanding Commitments shall be automatically reduced by an amount equal to the amount of such remaining Net Cash Proceeds, which reduction of Commitments pursuant to this clause (2) shall be applied ratably as between the Acquisition Tranche Commitments and the General Tranche Commitments, in accordance with the then-outstanding amounts thereof; provided that with respect to any Net Cash Proceeds received in accordance with clause (C) above, no such Net Cash Proceeds shall be required to be applied to reduce the Commitments or prepay Loans pursuant to this Section 2.6(c) to the extent such Net Cash Proceeds are reinvested in or applied in the replacement or repair of assets to be used in the Borrower’s and/or its subsidiaries’ business within 6 months of receipt of such proceeds (or in the case of any casualty or condemnation event, such longer period as may be reasonably required to replace or repair the affected asset).”

SECTION 2. Representations and Warranties. The Borrower hereby represents and warrants on the First Amendment Effective Date that:

(a) The Borrower has the power and authority and legal right to execute and deliver this First Amendment and to perform its obligations hereunder. The execution and delivery by the Borrower of this First Amendment and the performance of its obligations hereunder have been duly authorized by proper corporate proceedings, and the First Amendment constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or law).

(b) Neither the execution and delivery by the Borrower of this First Amendment, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof will violate (i) any Applicable Law binding on any of the Borrowing Base Parties or their respective Property or (ii) the charter, the articles or certificate of incorporation, partnership agreement, certificate of

SECTION 4. Reference to and Effect on the Credit Agreement and the other Loan Documents.

(a) On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement.

(b) The Amended Credit Agreement and each of the other Loan Documents, as specifically amended by this First Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c) The execution, delivery and effectiveness of this First Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the First Amendment Effective Date, this First Amendment shall for all purposes constitute a Loan Document.

(d) This First Amendment shall not extinguish the Loans or any other Obligations outstanding under the Credit Agreement. Nothing contained herein shall be construed as a substitution or novation of the Loans or any other Obligations outstanding under the Credit Agreement, which shall remain outstanding after the First Amendment Effective Date as modified hereby.

(e) Each of the Loan Parties expressly acknowledges and agrees that (i) there has not been, and this First Amendment does not constitute or establish, a novation with respect to the Credit Agreement or any other Loan Document, or, except as expressly set forth herein, a mutual departure from the strict terms, provisions, and conditions thereof and (ii) nothing in this First Amendment shall affect or limit the Administrative Agent’s or Lenders’ right to demand (to the extent permitted under the Amended Credit Agreement) payment of liabilities owing from the Borrower to the Administrative Agent or the Lenders under, or to demand strict performance of the terms, provisions and conditions of, the Amended Credit Agreement and the other Loan Documents, to exercise any and all rights, powers, and remedies under the Amended Credit Agreement or the other Loan Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence and continuance of an Event of Default under the Amended Credit Agreement or the other Loan Documents.

(f) This First Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.

SECTION 5. Reaffirmation. The Borrower hereby (a) reaffirms all Liens on the Collateral that have been granted by it in favor of the Administrative Agent (for the benefit of itself and the Lenders) pursuant to the Loan Documents and (b) acknowledges and agrees that the grant of security interests by the Borrower contained in the Loan Documents is, and shall remain, in full force and effect immediately after giving effect to this First Amendment.

SECTION 6. Costs and Expenses. The Borrower hereby agrees to pay or reimburse the Administrative Agent for its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, execution, delivery and administration of this First Amendment in accordance with, and to the extent required by, the terms and conditions of Section 10.7 of the Amended Credit Agreement, including the reasonable fees, charges and disbursements of one firm of counsel for the Administrative Agent and its Affiliates, taken as a whole.

SECTION 7. Governing Law. THIS FIRST AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING UPON, ARISING OUT OF OR RELATING TO THIS FIRST AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 8. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS FIRST AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9. Incorporation by Reference. Article XV, Section 16.2, Section 16.4 and Section 16.5 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, as if fully set forth herein.

SECTION 10. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this First Amendment.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

MILLROSE PROPERTIES, INC.,
as the Borrower
By:	/s/ Garett Rosenblum
Name:	Garett Rosenblum
Title:	Chief Financial Officer and Treasurer