8-K
Millrose Properties, Inc. (MRP)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): July 31, 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 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)
☐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<br>Symbol(s) | Name of each exchange 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 2.02 Results of Operations and Financial Condition.
On July 31, 2025, Millrose Properties, Inc. (the "Company") issued a press release announcing its results for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed 'filed' for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On July 31, 2025, the Company posted the Q2 2025 Earnings Presentation (the "Presentation") to the "Investor Relations" section of its website at www.millroseproperties.com. A copy of the Presentation is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed "filed" for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
The Company announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, and on the Company's investor relations website (https://ir.millroseproperties.com) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br>Number | Description of Exhibit |
|---|---|
| 99.1 | Press Release issued July 31, 2025 |
| 99.2 | Q2 2025 Earnings Presentation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| MILLROSE PROPERTIES, INC. | ||
|---|---|---|
| Date: July 31, 2025 | By: | /s/ Garett Rosenblum |
| Name: | Garett Rosenblum | |
| Title: | Chief Financial Officer and Treasurer |
EX-99.1
Exhibit 99.1
Millrose Properties Reports Strong Second Quarter 2025 Financial Results
Generated $797 Million in Net Cash Proceeds from Homesite Sales, including $768 Million from Lennar; Redeployed $718 Million in Land Acquisitions and Development Funding with Lennar.
Delivered on Strategy to Expand Homebuilder Relationships by Deploying $813 Million with Third-Party Customers at a Weighted Average Yield of 11.2%, reaching approximately $1.3 billion in Homesite Inventory and Other Related Assets and a $1.1 billion Invested Capital balance outside of the Lennar Master Program Agreement.
Closed portfolio transaction with New Home Company to facilitate public company acquisition, and closed $1 Billion Delayed Draw Term Loan Commitment to provide additional capital capacity.
MIAMI – July 31, 2025 - Millrose Properties, Inc. (NYSE: MRP, “Millrose” or the “Company”), the Homesite Option Purchase Platform for residential homebuilders, today announced its financial results for the second quarter ended June 30, 2025.
We have witnessed continued adoption of Millrose as a scaled capital solution for homebuilders and land developers during the quarter, " stated Darren Richman, Chief Executive Officer and President of Millrose. “Given our robust backlog, pipeline and expanding opportunity set, we are even more confident in our ability to scale Millrose while sustaining high returns. As a result, we are well positioned to achieve our stretch goal for full-year transaction funding guidance outside of the Lennar Master Program Agreement.”
Mr. Richman concluded, “We are further differentiating ourselves by facilitating large-scale, capital-efficient M&A within the homebuilding sector, as evidenced by the closing of the approximately $500 million land banking investment we provided New Home Company in connection with its successful acquisition of Landsea Homes Corporation this quarter, as well as the recently announced $3 billion land and construction financing facility provided to Taylor Morrison in support of its Yardly build-to-rent platform by an affiliate of our Manager, in which we expect the majority will be allocated to Millrose. These transactions underscore the growing demand for flexible solutions-based capital and highlight the value our platform can deliver to homebuilders and land developers as they seek to address today’s affordability and supply challenges.”
Second Quarter 2025 Financial Highlights
Millrose’s second quarter 2025 financial results underscore the efficacy of its business model, which generates cash from contractual monthly options payments with continuous capital redeployment, providing attractive recurring yields.
For the second quarter of 2025, Millrose reported:
- Net income attributable to Millrose common shareholders of $112.8 million, or $0.68 per share, driven by $149.0 million in option fees and other related income
- Adjusted Funds From Operations (AFFO), a non-GAAP measure, of $115.0 million, or $0.69 per share.
- Annualized return on equity of 7.8%, an increase of 20bps compared to the prior quarter on a normalized basis
Total portfolio weighted average annualized yield was 8.9% as of quarter end, an increase of 20 basis points versus the first quarter of 2025, reflecting the addition of new homesite acquisitions outside of the Lennar Master Program Agreement and demonstrating the value Millrose delivers to third-party homebuilders through its unique permanent capital solution.
Dividend
Exhibit 99.1
On June 16, 2025, Millrose declared its first full quarterly dividend of $114.5 million, or $0.69 per share of Class A and Class B common stock. The dividend was paid on July 15, 2025, to shareholders of record as of July 3, 2025. Millrose distributes 100% of its earnings to shareholders.
Second Quarter of 2025 Portfolio Highlights
- Lennar Master Program Agreement: With $6.6 billion of homesite inventory and other related assets and a $6.3 billion Invested Capital balance as of June 30, 2025, and a weighted average yield of 8.5%, the Lennar relationship continues to provide an important foundation for Millrose as it diversifies its platform. In the second quarter, Millrose received $768 million in net cash proceeds from homesite sales to Lennar and redeployed $718 million in new land acquisitions and development funding with Lennar. Weighted average option rate was 8.6% on new land acquisitions with Lennar pursuant to the terms of the Lennar Master Program Agreement.
- Other Agreements: Millrose funded an additional $813 million under other agreements at a weighted average yield of 11.2%, resulting in $1.3 billion of homesite inventory and $1.1 billion in Invested Capital net of realized homesite sales as of June 30, 2025. This balance includes the acquisition of a diversified portfolio of homesites from Landsea Homes Corporation for approximately $500 million net of deposits, supporting The New Home Company’s successful acquisition of Landsea Homes Corporation, and corresponding execution of option agreements with New Home Company on the homesites. Millrose continued progress in expanding capital partnerships subsequent to June 30,, 2025, deploying an additional approximately $200 million outside of the Lennar Master Program Agreement as of July 31st.
- Portfolio Composition: Millrose ended the quarter with approximately 129,000 homesites across 1,000 communities in 29 states as of June 30, 2025.
AFFO Guidance
- Raising guidance for year-end Adjusted Funds from Operations (AFFO) quarterly run rate to a range of $0.70 to $0.73 per share1, as compared to prior earnings per share guidance, to account for higher transaction funding outside of the Lennar Master Program Agreement and provide additional transparency on the recurring distributable operating earnings of our business.
Liquidity & Capitalization Update
Millrose maintains a conservative leverage profile, significant asset base, and ample liquidity, supported by a capital structure that positions the Company for continued growth and capital efficiency.
1 The Company is unable to provide a reconciliation to the most directly comparable GAAP measure without unreasonable efforts due to the inherent difficulty in forecasting the timing of items that have not yet occurred, as well as quantifying certain amounts that are necessary for such reconciliation.
Exhibit 99.1
As of June 30, 2025, the Company reported total assets of approximately $8.0 billion and liquidity of $1.4 billion, including cash and availability under its revolving credit facility.
Total debt was $1.0 billion, with a Debt-to-Capitalization Ratio of approximately 15%. Millrose expects to adhere to a maximum debt to capitalization of 33% going forward.
During the second quarter, the Company closed its $1 billion delayed draw term loan from Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A., which, combined with its existing $1.3 billion revolving credit facility, demonstrates Millrose’s ability to effectively access capital markets to fuel its robust investment pace and execute on a growing range of opportunities.
Conference Call and Webcast Information
Millrose will host a conference call today, July 31 at 10:00 AM Eastern Time to discuss its second quarter 2025 results, recent developments, and outlook. The call webcast, as well as relevant earnings materials, will be available through the investor relations section of the Company’s website: ir.millroseproperties.com. A replay of the conference call will be available shortly after the broadcast.
About Millrose Properties, Inc.
Millrose purchases and develops residential land and sells finished homesites to homebuilders by way of option contracts with predetermined costs and takedown schedules. Millrose serves as a solution for homebuilders seeking to expand access to finished homesites while implementing an asset-light strategy. As fully developed homesites are sold by Millrose, capital is recycled into future land acquisitions for homebuilders, providing customers with durable access to community growth. For more information about Millrose Properties, please visit millroseproperties.com.
Forward-Looking Statements
Certain statements contained in this press release and oral statements made regarding the matters addressed in this release constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1934, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements about Millrose’s plans, strategies and objectives, future earnings, expected transactions and guidance, as well as statements about Millrose’s business (including Millrose Properties Holdings, LLC (“Millrose Holdings”) and any other subsidiaries of Millrose), Millrose’s future plans, strategies and objectives. You can generally identify forward-looking statements by the words “may”, “can”, “will”, “expect”, “intend”, “anticipate”, “estimate”, “believe”, “continue” or other similar words or negatives thereof. These statements include those relating to Millrose’s plans and objectives for future operations, including plans and objectives relating to future growth of our business and the Homesite Option Purchase Platform (“HOPP’R”); the availability of capital at any given time to finance the various endeavors, projects and acquisitions that are expected or planned for Millrose, as well as the availability of capital that needs to be reserved for specified uses (whether contractually or by law); expectations and assumptions around our ongoing relationship with Lennar, including expectations that Lennar will fully perform on all its obligations pursuant to its agreements with Millrose (and that there will be regular and timely exercises of its purchase options) and expectations that Lennar will provide us with ongoing transactions and refer other builders who may be interested in the HOPP’R to us as potential new customers; Lennar’s expected business, operations, and financial position; the possibility of providing the HOPP’R to future new customers, and the nature of any such future arrangements; the planned use, development and sales of the assets transferred to us in connection with the spin-off from Lennar; any expected acquisitions, uses, development and sales of future assets; expectations and assumptions around our relationship with our external manager, Kennedy Lewis Land and Residential Advisors LLC, an affiliate and wholly-owned subsidiary of Kennedy Lewis Investment Management LLC; our expected real estate investment trust (“REIT”) status and our subsidiary Millrose Holdings’ expected taxable REIT subsidiary status; our emerging growth company status; expectations around ownership limits of our common stock; and expectation and assumptions around our sources of revenue, expected income, ability to secure financing or incur indebtedness, as well as other forward-looking statements, are all based on currently known or available information, which may not be indicative of future results (particularly as we are a recently-formed company and
Exhibit 99.1
have had limited historical operations as a standalone company), as well as assumptions that involve judgments with respect to, among other things, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond our control, and expectations that involve numerous risks and uncertainties. All forward-looking statements included in this release 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, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which can be obtained free of charge on the Securities and Exchange Commission’s web site at http://www.sec.gov.
Media
Ben Spicehandler / Stephen Pettibone FGS Global MillroseProperties@fgsglobal.com
Non-GAAP Financial Measures
Invested capital is a non-GAAP financial measure that represents the balance on which monthly cash option fees are paid by counterparties. Invested capital includes certain components of our unaudited condensed consolidated financial statements related to (i) homesite inventory and other related assets and (ii) liabilities. Management uses invested capital as a measure of the capital deployed and believes that the figure is useful to investors because it serves as the basis for generating option fees and other related income.
AFFO means the adjusted funds from operations, which are calculated as the net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate depreciation, adjusted to eliminate the impact of non-recurring items that are not reflective of ongoing operations and certain non-cash items that reduce or increase net income (loss) in accordance with GAAP, and also adjusted for income tax expense (other than income tax expenses of our TRS) that will not be incurred following our election and qualification to be subject to tax as a REIT for U.S. federal income tax purposes. We believe that AFFO is useful to investors because it is a widely accepted industry measure used by analysts and investors to compare the operating performance of REITs.
Adjusted EBITDA means net income excluding income tax expense or benefit, interest expense, other income or expense, depreciation, amortization, and transaction costs. We believe that Adjusted EBITDA is useful to investors as a supplemental measure in evaluating the Company’s balance sheet leverage.
Millrose Properties, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(Dollars in thousands, except share amounts)
Exhibit 99.1
| December 31, | ||||
|---|---|---|---|---|
| 2024 | ||||
| Assets | ||||
| Inventories | ||||
| Homesite inventory and other related assets | 7,845,178 | $ | - | |
| Land and land under development | - | 2,978,807 | ||
| Finished homesites | - | 2,486,483 | ||
| Total inventories | 7,845,178 | 5,465,290 | ||
| Cash | 66,575 | - | ||
| Option fee receivables | 46,635 | - | ||
| Other assets | 15,258 | - | ||
| Total assets | 7,973,646 | 5,465,290 | ||
| Liabilities and stockholders' equity | ||||
| Accounts payable and accrued expenses | - | 282,730 | ||
| Builder deposits | 799,562 | - | ||
| Debt obligations, net | 1,011,162 | 24,188 | ||
| Development guarantee holdback liability | 100,000 | - | ||
| Deferred tax liabilities | 56,913 | - | ||
| Other liabilities | 131,760 | - | ||
| Total liabilities | 2,099,397 | 306,918 | ||
| Commitments and contingencies (See Note 8) | ||||
| Stockholders' equity | ||||
| Preferred stock, 0.01 par value, 50,000,000 shares authorized, 0 shares issued at June 30, 2025 | - | - | ||
| Class A common stock, 0.01 par value, 275,000,000 shares authorized, 154,183,686 shares issued at June 30, 2025 | 1,542 | - | ||
| Class B common stock, 0.01 par value, 175,000,000 shares authorized, 11,819,811 shares issued at June 30, 2025 | 118 | - | ||
| Predecessor equity | - | 5,158,372 | ||
| Additional paid-in capital | 5,872,687 | - | ||
| Retained earnings | (98 | ) | - | |
| Total stockholders' equity | 5,874,249 | 5,158,372 | ||
| Total liabilities and stockholders' equity | 7,973,646 | $ | 5,465,290 |
All values are in US Dollars.
Exhibit 99.1
Millrose Properties, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in thousands, except share amounts)
| Three months ended June 30, | Six months ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Option fee revenues and other related income | $ | 149,002 | $ | - | $ | 231,700 | $ | - | ||||
| Operating expenses: | ||||||||||||
| Management fee expense | 21,960 | - | 34,064 | - | ||||||||
| Stock-based compensation expense | 181 | - | 181 | - | ||||||||
| Sales, general, and administrative expenses from pre-spin periods | - | 59,761 | 24,960 | 116,748 | ||||||||
| Total operating expenses | 22,141 | 59,761 | 59,205 | 116,748 | ||||||||
| Income (loss) from operations | 126,861 | (59,761 | ) | 172,495 | (116,748 | ) | ||||||
| Other income (expense): | ||||||||||||
| Interest income | 1,818 | - | 2,906 | - | ||||||||
| Interest expense | (10,285 | ) | - | (12,821 | ) | - | ||||||
| Other expenses | (866 | ) | - | (866 | ) | - | ||||||
| Total other income (expense) | (9,333 | ) | - | (10,781 | ) | - | ||||||
| Net income (loss) before income taxes | 117,528 | (59,761 | ) | 161,714 | (116,748 | ) | ||||||
| Income tax expense | 4,768 | - | 9,148 | - | ||||||||
| Net income (loss) | $ | 112,760 | $ | (59,761 | ) | $ | 152,566 | $ | (116,748 | ) | ||
| Adjustment for expenses from pre-spin periods | - | - | 24,960 | - | ||||||||
| Net income attributable to Millrose Properties, Inc. Common shareholders | $ | 112,760 | $ | (59,761 | ) | $ | 177,526 | $ | (116,748 | ) | ||
| Basic earnings per share of Class A and<br>Class B Common Stock | $ | 0.68 | $ | - | $ | 1.07 | $ | - | ||||
| Diluted earnings per share of Class A and<br>Class B Common Stock | $ | 0.68 | $ | - | $ | 1.07 | $ | - | ||||
| Basic weighted average common shares<br>outstanding of Class A and Class B Common Stock (1) | 166,003,497 | 166,003,497 | ||||||||||
| Diluted weighted average common shares (2) | 166,031,175 | - | 166,020,988 | - |
(1) Basic weighted average common shares for the three and six months ended June 30, 2025 represent the common shares issued at the Spin-Off, which are the common shares outstanding as of June 30, 2025. No publicly-listed shares were outstanding as of June 30, 2024.
(2) Diluted weighted shares for the three and six months ended June 30, 2025 include 28,300 restricted stock unit (“RSUs”) granted in the aggregate to each member of tbe Board under the 2024 Incentive Plan on April 3, 2025. The RSUs were unvested as of June 30, 2025.
Exhibit 99.1
A reconciliation of Invested Capital to homesite inventory and other related assets, the most directly comparable GAAP measure, for the three months ended June 30, 2025 is as follows:
| Three months ended June 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | Master Program Agreement | Other Agreements | Total | |||
| Invested Capital Reconciliation of GAAP to Non-GAAP | ||||||
| GAAP reported homesite inventory and other related assets as of June 30, 2025 | $ | 6,591,299 | $ | 1,253,879 | $ | 7,845,178 |
| Adjustments: | ||||||
| Remove: Net deferred tax assets and deferred tax liabilities from homesite inventories | (56,824) | - | (56,824) | |||
| Remove: Earnest deposits from homesite inventories | 7,560 | - | 7,560 | |||
| Add: Development holdback liability | (100,000) | - | (100,000) | |||
| Add: Builder deposit liabilities | (167,278) | (119,863) | (287,141) | |||
| Total Invested Capital as of June 30, 2025 | $ | 6,274,757 | $ | 1,134,016 | $ | 7,408,773 |
| Invested Capital | ||||||
| Invested Capital as of March 31, 2025 (1) | $ | 6,363,269 | $ | 349,637 | $ | 6,712,906 |
| Takedown Proceeds (2) | (806,351) | (28,218) | (834,569) | |||
| Land Acquisition and Development Funding (3) | 717,839 | 812,597 | 1,530,436 | |||
| Invested Capital as of June 30, 2025 | $ | 6,274,757 | $ | 1,134,016 | $ | 7,408,773 |
| Weighted Average Yield as of June 30, 2025 (4) | 8.5% | 11.4% | 8.9% | |||
| Implied Quarterly Income Run Rate as of June 30, 2025 (5) | $ | 133,130 | $ | 32,333 | $ | 165,295 |
(1) Includes (a) Homesite inventory contributed by Lennar at Spin-Off and acquired from Rausch, less option earning deposits and other holdbacks, and (b) takdeown and land acquisition and development funding activity during the first quarter 2025.
(2) Reduction in investment balance from homesite sales pursuant to option agreements associated with the applicable category shown; takedowns are net of deposit credits adjusted for non-option earning deposits.
(3) Includes land acquisitions during the second quarter 2025, net of option earning deposits.
(4) Based on average of option rate and/or loan interest rate weighted by investment balance, assumes three-month SOFR rate as of March 27, 2025.
(5) Calculated by taking invested capital balance at end of period multiplied by average yield as of quarter end, adjusted for the number of days in the 2nd quarter.
Exhibit 99.1
A reconciliation of Adjusted Funds From Operations to Net Income attributable to Millrose common shareholders, the most directly comparable GAAP measure, for the three months ended June 30, 2025 is as follows:
| Three months | ||
|---|---|---|
| (in thousands) | ended June 30, 2025 | |
| Net income attributable to Millrose Properties, Inc. Common shareholders | $ | 112,760 |
| Adjustments: | ||
| Add: Amortization of deferred financing costs for Credit Agreements (1) | 1,520 | |
| Add: Rating agency expenses (2) | 567 | |
| Add: Stock-based compensation expense (3) | 181 | |
| Total adjustments | 2,268 | |
| AFFO attributable to Millrose Properties, Inc. Common shareholders | $ | 115,028 |
| AFFO basic earnings per share of Class A and<br>Class B Common Stock | $ | 0.69 |
| AFFO diluted earnings per share of Class A and<br>Class B Common Stock | $ | 0.69 |
| Reconciliation of GAAP earnings per share to AFFO per share | ||
| GAAP reported basic earnings per share of Class A and<br>Class B Common Stock - GAAP reported | $ | 0.68 |
| Adjustments: | ||
| Add: Amortization of deferred financing costs for Credit Agreements (1) | 0.01 | |
| Add: Rating agency expenses (2) | 0.00 | |
| Add: Stock-based compensation (3) | 0.00 | |
| AFFO basic earnings per share of Class A and<br>Class B Common Stock | $ | 0.69 |
| GAAP reported diluted earnings per share of Class A and<br>Class B Common Stock | 0.68 | |
| Adjustments: | ||
| Add: Amortization of deferred financing costs for Credit Agreements (1) | 0.01 | |
| Add: Rating agency expenses (2) | 0.00 | |
| Add: Stock-based compensation (3) | 0.00 | |
| AFFO diluted earnings per share of Class A and<br>Class B Common Stock | $ | 0.69 |
| Basic weighted average common shares<br>outstanding of Class A and Class B Common Stock | 166,003,497 | |
| Diluted weighted average common shares | 166,031,175 |
(1) Reflected in Interest expense in the condensed consolidated statements of operations. See Note 7.Debt Obligations.
(2) Reflected in Other expenses in the condensed consolidated statements of operations. See Note 2.Basis of Presentation and Significant Accounting Policies, Other income (expenses).
(3) RSUs granted to each member of the Board under 2024 Incentive Plan. See Note 11.Stock-Based Compensation.
Exhibit 99.1
A reconciliation of Adjusted EBITDA to Net Income, the most directly comparable GAAP measure, for the three months ended June 30, 2025 is as follows:
| (in thousands) | Three months ended June 30, 2025 |
|---|---|
| Reconciliation of Adjusted EBITDA to Net Income | |
| Net income attributable to Millrose Properties, Inc. Common Shareholders | $ 112,760 |
| (+) Income tax expense | 4,768 |
| (+) Interest expense | 10,285 |
| (+) Other expenses(1) | 866 |
| Adjusted EBITDA | $ 128,679 |
| Second Quarter Adjusted EBITDA Annualized | $ 516,130 |
(1) Primarily includes rating agency fees
Second Quarter 2025 Earnings Presentation Exhibit 99.2
Disclaimer This disclaimer applies to this document and the verbal comments of any person presenting it. This presentation, together with any such oral or written comments, is referred to herein as the “Presentation.” Forward-Looking Statements This Presentation relating to Millrose Properties, Inc. (“Millrose,” “we,” “our,” “us,” “MRP,” or the “Company”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1934, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements about Millrose’s plans, strategies and objectives, as well as statements about Millrose’s business (including Millrose Properties Holdings, LLC (“Millrose Holdings”) and any other subsidiaries of Millrose), Millrose’s future plans, strategies and objectives. You can generally identify forward-looking statements by the words “may”, “can”, “will”, “expect”, “intend”, “anticipate”, “estimate”, “believe”, “continue” or other similar words or negatives thereof. These statements include those relating to Millrose’s plans and objectives for future operations, including plans and objectives relating to future growth of our business and the Homesite Option Purchase Platform (“HOPP’R”); the availability of capital at any given time to finance the various endeavors, projects and acquisitions that are expected or planned for Millrose, as well as the availability of capital that needs to be reserved for specified uses (whether contractually or by law); expectations about the quality and value of our homesites and the existence of any liabilities attached to the homesites, and the adequacy of the protection; expectations and assumptions around our ongoing relationship with Lennar Corporation (“Lennar”), including expectations that Lennar will fully perform on all its obligations pursuant to its agreements with Millrose (and that there will be regular and timely exercises of its purchase options) and expectations that Lennar will continue to provide us with ongoing transactions and refer other builders who may be interested in the HOPP’R to us as potential new customers; Lennar’s expected business, operations, and financial position; the possibility of providing the HOPP’R to future new customers, and the nature of any such future arrangements; the planned use, development and sales of the assets transferred to us in connection with the Spin-Off (as defined below); any expected acquisitions, uses, development and sales of future assets; expectations and assumptions around our relationship with our external manager, Kennedy Lewis Land and Residential Advisors LLC, an affiliate and wholly-owned subsidiary of Kennedy Lewis Investment Management LLC; our real estate investment trust (“REIT”) status and our subsidiary Millrose Holdings’ taxable REIT subsidiary status; our emerging growth company status; expectations around ownership limits of our common stock; and expectation and assumptions around our sources of revenue, expected income, ability to secure financing or incur and repay indebtedness and our ability to comply with restrictions contained in our debt covenants, as well as other forward-looking statements, are all based on currently known or available information, which may not be indicative of future results (particularly as we are a recently-formed company and have had limited historical operations as a standalone company), as well as assumptions and expectations that involve numerous risks and uncertainties. All forward-looking statements included in this Presentation 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, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which can be obtained free of charge on the Securities and Exchange Commission’s web site at http://www.sec.gov. Assumptions related to these statements involve judgements with respect to, among other things, future macroeconomic, competitive and market conditions, future land values, future business decisions, future environmental conditions and relationships with our customers, all of which are difficult or impossible to accurately predict and many of which are beyond our control. Some of the assumptions are based on experiences of management without any formal analyses. Although we believe the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate, and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate and our actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements. In light of the significant uncertainties inherent in these forward-looking statements, this information should not be regarded as a representation by Millrose or any other person that our objectives and plans, which we consider to be reasonable, will be achieved. Industry and Market Information This Presentation includes market and industry data and forecasts that the Company has derived from independent consultant reports, publicly available information, various industry publications, other published industry sources, and its internal data and estimates. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable. Although the Company believes that these third-party sources are reliable, it does not guarantee the accuracy or completeness of this information, and the Company has not independently verified this information. The Company’s internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which the Company operates and management's understanding of industry conditions. Although the Company believes that such information is reliable, it has not had this information verified by any independent sources. In addition, the information contained in this Presentation is as of the date hereof (except where otherwise indicated), and the Company has no obligation to update such information, including in the event that such information becomes inaccurate or if estimates change. Subsequent materials may be provided by or on behalf of the Company in its discretion and such information may supplement, modify or supersede the information in these materials. Neither the Company, nor any of its respective affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss or damage howsoever arising from any use of these materials or their contents or otherwise arising in connection with these materials.
Disclaimer (Cont’d) Basis of Presentation The financial information presented herein (i) for the periods prior to the February 7, 2025 spin-off from Lennar (the “Spin-Off”) is that of the business assets that were spun off to Millrose (the “Predecessor Millrose Business”) and is derived from the consolidated financial statements and accounting records of Lennar, and (ii) for the periods after the February 7, 2025 Spin-Off is that of Millrose and its subsidiaries. Millrose was formed on March 19, 2024 and has operated as an independent company since the Spin-Off on February 7, 2025. The Predecessor Millrose Business financial statements reflect the expenses directly attributable to the Predecessor Millrose Business, and, land inventory assets and liabilities included in the Spin-Off, at Lennar’s historical basis. The financial statements of the Predecessor Millrose Business may not be indicative of Millrose’s future performance as an independent, publicly traded company following the Spin-Off and do not necessarily reflect what the financial position, results of operations, and cash flows would have been had Millrose operated as a separate, publicly traded company during the periods presented. The financial information of the Predecessor Millrose Business prior to the Spin-Off also presents a combination of entities under common control that have been “carved out” from Lennar’s consolidated financial statements. Historically, financial statements of the Predecessor Millrose Business have not been prepared as it was not operated separately from Lennar. This financial information reflects the expenses of the Predecessor Millrose Business and includes certain assets and liabilities that have been included in the Spin-Off, which have been reflected at Lennar’s historical basis. Non-GAAP Measures This Presentation contains both financial measures prepared and presented in accordance with generally accepted accounting principles (“GAAP”) and non-GAAP financial measures, such as Invested Capital, Adjusted Funds from Operations (“AFFO”) and Adjusted EBITDA which are measurements of financial performance that are not prepared and presented in accordance with GAAP. Accordingly, these measures should not be considered as substitutes for data prepared and presented in accordance with GAAP. Non-GAAP financial measures should not be construed as being more important than comparable GAAP measures. Although we use or have used these non-GAAP financial measures to assess the performance of our business and for the other purposes, the use of these non-GAAP financial measures as an analytical tool has limitations, and you should not consider them in isolation, or as a substitute for analysis of our results of operations as reported in accordance with GAAP. In addition, because not all companies use identical calculations, the non-GAAP financial measures included in this Presentation may not be comparable to similarly titled measures disclosed by other companies, including our peers or other companies in our industry. Please see “Appendix” within the Presentation for reconciliation of the non-GAAP financial measures included in this Presentation to our most directly comparable financial measure calculated and presented in accordance with GAAP.
Second Quarter 2025 Results Financial Portfolio Liquidity & Capitalization Net income of $112.8m, or $0.68 per share $2.8m, or $0.02 per share increase compared to prior quarter, on normalized quarterly basis Adjusted Funds From Operations (AFFO)1 of $115.0m, or $0.69 per share Non-GAAP measure of our operating performance Book value per share of $35.39 Funded $718m under the Lennar Master Program Agreement for land purchases and development; received net homesite takedown proceeds of $797m3 including $768m3 from Lennar Funded an additional $813m under other agreements at a weighted average yield of 11.2%2, resulting in 1.1B of third-party deals as of 6/30 Total assets of $8.0B and net investment balance of $7.4B (net of non-option earning deposits & other reductions) as of June 30, 2025 As of June 30, 2025: Total liquidity of $1.4bn comprised of cash on hand and revolving credit facility capacity $1bn and $25m outstanding on delayed draw term loan and revolving credit facility, respectively 1. Non-GAAP metric; please reference reconciliation table in the Appendix. Defined as the adjusted funds from operations which are calculated by starting with Millrose’s definition of funds from operations, which is the net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate depreciation, adjusted to eliminate the impact of non-recurring items that are not reflective of ongoing operations and certain non-cash items that reduce or increase net income (loss) in accordance with GAAP, and also adjusted for income tax expense (other than income tax expenses of our TRS) that will not be incurred following our election and qualification to be subject to tax as a REIT for U.S. federal income tax purposes. 2. Based on average of option rate on assets acquired within the quarter, weighted by investment balance, assumes three-month term SOFR rate as of 3/27 3. GAAP reported gross takedowns included in Inventory less associated deposit liability on the Company’s balance sheet
Q2 2025 Financial Overview June 30, 2025 Option Fee & Other Related Income $149.0m Management Fee Expense ($22.0m) Stock-Based Compensation Expense ($0.2m) Income From Operations $126.9m Interest Income $1.8m Interest Expense ($10.3m) Income Tax Expense ($4.8m) Other Expenses ($0.9m) Net Income Per Share $112.8m $0.68 Adjusted Funds From Operations (AFFO)1 Per Share $115.0m $0.69 Dividend Per Share $114.5m $0.69 Return on Shareholder Equity (Annual basis)2 7.8% $149m revenue form Option Fees and Other Related Income $22.0m Management Fee Expense, with transparent calculation of 1.25% of gross tangible assets Q2 GAAP net income of $112.8m, representing 7.8% return on shareholder equity (annual basis)2 1. Non-GAAP metric; please reference reconciliation table in the Appendix. Defined as the adjusted funds from operations which are calculated by starting with Millrose’s definition of funds from operations, which is the net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate depreciation, adjusted to eliminate the impact of non-recurring items that are not reflective of ongoing operations and certain non-cash items that reduce or increase net income (loss) in accordance with GAAP, and also adjusted for income tax expense (other than income tax expenses of our TRS) that will not be incurred following our election and qualification to be subject to tax as a REIT for U.S. federal income tax purposes. 2. Represents annualized net income divided by quarter-end shareholder’s equity of $5.9 billion
Book Value per Share Roll-Forward Quarterly dividend of $114.5m, or $0.69 per share Return on equity increased 20bps compared to prior quarter MRP intends to distribute 100% of earnings back to shareholders $35.40 +$0.68 -$0.69 $35.39 Represents 7.8% annualized return on shareholder’s equity1 1. Represents annualized net income divided by quarter-end shareholder’s equity
7 Millrose is currently capitalized with $1.0B drawn on term loan and $25M under its revolving credit facility, on $8.0B of total assets Ample liquidity of ~$1.4B revolving credit facility capacity and cash Conservative leverage profile of 15% Debt to Capitalization CAPITALIZATION Significant asset base and extensive liquidity with a flexible capital structure as of 6/30 ($B) Note: Data as of June 30, 2025 1. Liquidity as of 3/31 includes $90M in cash and $985M remaining revolving credit facility capacity. 2. Liquidity as of 6/30 includes $66.6M in cash and $1.3B remaining revolving credit facility capacity. 3. Calculated as total debt divided by total debt and equity. As of 6/30 2 Conservative Leverage Profile Total Assets Corporate Debt Total Liquidity2 Debt to Capitalization3 $1.0B 15% $8.0B $1.4B As of 3/31 1
- GAAP reported gross takedowns included in Inventory on the Company’s balance sheet. 2. GAAP reported gross takedowns included in Inventory less associated deposit liability on the Company’s balance sheet 3. Capital deployed includes new deals as well as development funding. 4. Based on average of option rate on assets acquired within the quarter, weighted by investment balance, assumes three-month term SOFR rate as of 3/27 5. Based on new deals and excludes development funding. 6. Based on average term on new investments in the quarter weighted by investment balance. Continuous Capital Redeployment Strategy in Action Millrose received $839M1 in total takedown proceeds ($797M2 net of deposit) for the quarter ended June 30, 2025. These proceeds, coupled with $675M net borrowings, have been redeployed into new acquisitions with Lennar and other customers W.A. Yield on New Acquisitions4 8.6%5 11.2% W.A. Duration on New Acquisitions6 51 months 41 months Majority of takedown proceeds from Lennar were redeployed into new Lennar opportunities Acquisition Financing Proceeds from Takedowns 3 3
Invested Capital by Customer Category Key Portfolio Metrics In millions Lennar Master Agreement Other Agreements Total Invested Capital as of 3/311,4 $6,363 $350 $6,713 Homesite Sales2 ($806) ($28) ($835) Land Acquisition and Development Funding3 $718 $813 $1,530 Invested Capital as of 6/304 $6,275 $1,134 $7,409 Wtd. Avg Yield as of 6/305 8.5% 11.4% 8.9% Implied Quarterly Income Run Rate as of 6/306 $133 $32 $165 Strong demand for the platform, resulting in $1.5B in land acquisition and development funding in Q2 Outside of the Lennar Master Agreement, invested capital increased $784m to $1,134m including the closing of the New Home Co. / Landsea transaction Total weighted average yield increased 20bps QoQ 1. Homesite inventory less non option earning deposits, net deferred tax liability and other holdbacks 2. Reduction in investment balance from homesite sales pursuant to the option agreements associated with the applicable category shown; takedowns are net of deposit credits adjusted for non-option earning deposits. See appendix for invested capital reconciliation 3. Land acquisition shown net of deposits received 4. Non-GAAP metric, please reference reconciliation table in the Appendix; Totals may not foot due to rounding 5. Based on average of option rate and/or loan interest rate weighted by investment balance, assumes three-month term SOFR rate as of 3/27 6. Calculated by taking invested capital balance at end of period multiplied by weighted average yield as of quarter end, adjusted for number of days in Q2
128,904 Current Homesites1 1,000 Total Communities1 29 Total States ~$7.8B Total Land Assets2 ~$5.9B Shareholders Equity 8.9% Weighted Average Yield ~$13.1B Takedown Proceeds 15% Debt to Capitalization ~$1.4B Liquidity3 1. Total homesites as of 6/30/2025 excluding homesites associated with investments in development loans 2. Homesite Inventory as of June 30, 2025 3. Includes $66.6M in cash and $1.3B remaining revolving credit facility capacity PLATFORM SNAPSHOT (as of 6/30/2025) Millrose at a Glance State Homesites Takedown Proceeds ($B) % of Total Proceeds 1 California 12,189 $ 2.7 20.5 % 2 Texas 32,658 2.2 16.4 3 Florida 17,850 1.5 11.5 4 South Carolina 9,919 1.0 8.0 5 Oklahoma 10,928 0.7 5.5 6 Maryland 4,486 0.5 4.0 7 Arizona 4,654 0.5 3.7 8 Alabama 5,387 0.4 2.8 9 Colorado 2,923 0.4 2.8 10 Georgia 3,319 0.4 2.7 Top 10 Subtotal 104,313 $ 10.1 78.0 % Remaining 24,591 2.9 22.0 % Total 128,904 $ 13.1 100.0 % TOP 10 STATES BY ESTIMATED TAKEDOWN PROCEEDS
Subsequent Events Taylor Morrison “Yardly” build-to-rent capital partnership: On July 23rd, 2025, Taylor Morrison and Kennedy Lewis Investment Management announced a $3 billion Financing Facility Agreement for Built-to-Rent Communities under their Yardly platform. Provides a right-of-first-refusal for funding of the Yardly brand during the 2.5 year term of the exclusivity agreement Initial Millrose closings scheduled throughout the 3rd quarter; expected to be accretive source of return for Millrose, and demonstrates another use-case for the Millrose platform as a capital solution for rental housing. Continued progress in expanding capital partnerships subsequent to June 30th Millrose deployed an additional approximately $200 million outside of the Lennar Master Program Agreement as of July 31st, including initial Millrose closings under the Taylor Morrison Yardly facility.
US Short-Term Supply-Demand Balance of Vacant Housing Units Surplus / deficit of vacant housing units for sale Surplus / deficit of vacant housing units for rent Source: John Burns Research and Consulting, LLC, tabulations of U.S. Census Bureau Housing Vacancies and Homeownership Survey (Data: 1Q25, Pub: Jun-25) Note: John Burns estimates undersupply (or oversupply) as the number of additional vacant units (or fewer vacant units) needed to restore the average vacancy rate of 1Q94–4Q03. Surplus of Vacant Homes for Sale or Rent Deficit of Vacant Homes for Sale or Rent Balanced
Public Builder Market Share Growth Coincides with the Growth of Land Banking Source: John Burns Research and Consulting, LLC, Homebuilder Public Filings, Bloomberg
Public Builders Maintain Historically High Margins Despite cyclical headwinds, builders have continued to maintain homesite takedowns and flex margins rather than seek option terminations Large Public Homebuilders Average Gross Margins DHI, KBH, LEN, MTH, NVR, PHM, TMHC, TOL Builders Tracked: DHI, KBH, LEN, MTH, NVR, PHM, TMHC, TOL Sources: Bloomberg; public homebuilder public filings; John Burns Research and Consulting, LLC (Data: Builders’ most recent quarter, Pub: Jul 2025)
Structural Tailwinds Remain within Housing Industry Total Housing Inventory (New Plus Existing) remains historically low Homebuilder Gross & Net Leverage at record lows LT Avg. Source: Census Bureau, NAR, Evercore ISI Research (in thousands) In thousands Source: Company Data, Evercore ISI; Includes: CAA, DHI, KBH, LEN, LGIH, MDC, MHO, MTH, NVR, PHM, TMHC, TOL, TPH 6% 15% Forecast
Appendix
Consolidated Balance Sheet
Consolidated Statements of Operations
Adjusted Funds From Operations - Reconciliation 1. Reflected in Interest expense in the condensed consolidated statements of operations. See Note 7 to the financial statements in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 2. Reflected in Other expenses in the condensed consolidated statements of operations. See Note 2 to the financial statements in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 3. RSUs granted to each member of the Board under 2024 Incentive Plan. See Note 11 to the financial statements in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025
Asset Cross-Termination Pooling 1. Number of Homesites exclude investments associated with development loans 2. Homesite inventory less deposits, deferred tax liability, and other holdbacks on post-spin acquired assets. 3. Project costs exclude investments associated with development loans. 4. All Lennar assets are pooled. As of June 30, 2025, there were a total of 55 communities outside of the Lennar MPA that were pooled. 5. Total represents average number of pools on a combined basis across Lennar Master Program Agreement and Other Agreements.
Asset List – By State 1. Or prospective Homesites if fully entitled, as applicable 2. Excludes properties, homesites, and takedown prices for investments associated with development loans 3. Totals may not foot due to rounding
Invested Capital Reconciliation 1. Includes (a) Homesite inventory contributed by Lennar at Spin-Off and acquired from Rausch, less option earning deposits and other holdbacks, and (b) takedown and land acquisition and development funding activity during the first quarter 2025. 2. Reduction in investment balance from homesite sales pursuant to the option agreements associated with the applicable category shown; takedowns are net of deposit credits adjusted for non-option earning deposits. 3. Includes land acquisitions during the second quarter 2025, net of option earning deposits. 4. Based on average option rate and/or loan interest rate weighted by investment balance, assumes SOFR rate as of March 27, 2025. 5. Calculated by taking invested capital balance at end of period multiplied by weighted average yield as of quarter end, adjusted for number of days in Q2.
Adjusted EBITDA Reconciliation 1. Primarily includes rating agency fees