Spin-Off and Other Significant Business Transactions

12 Months Ended

Dec. 31, 2025

Business Combination [Abstract]

Spin-Off and Other Significant Business Transactions

Note 3. Spin-Off and Other Significant Business Transactions

Spin-Off from Lennar

On February 7, 2025, the Company completed the Spin-Off from Lennar through a distribution of approximately 80% of Millrose’s common stock to Lennar stockholders as of the close of business January 21, 2025. Lennar retained the remaining 20% of total outstanding shares of Millrose’s common stock. In connection with the Spin-Off:

•Millrose received a contribution from Lennar of approximately $5.5 billion in land assets, representing approximately 87,000 homesites, and cash of approximately $1.0 billion, which included $585 million of cash deposit liabilities related to option contracts with Lennar.

•Millrose entered into a Revolving Credit Facility with a commitment amount of up to $1.335 billion that is scheduled to mature on February 7, 2028;

•Millrose entered into multiple agreements with Lennar; which include the Founder’s Right Agreement, Registration Rights Agreement, Master Program Agreement, Master Option Agreement, Master Construction Agreement, Multiparty Cross Agreement and Payment and Performance Guaranty;

•Millrose entered into the Management Agreement with KL for KL to manage the day-to-day operations of Millrose, subject to the supervision of the Board.

The Company concluded that the transferred assets and activities collectively constitute a business under ASC 805 Business Combinations as they include (i) substantive inputs (homesites under option contracts and cash), (ii) processes (“Lennar Services” as defined under the Master Program Agreement), and (iii) the capability to produce outputs (option fee income). The Company recorded the assets acquired and liabilities assumed based on the carrying value of these items as they were reflected on Lennar’s books and records as of the closing of the transaction. The strategic rationale for the Spin-Off is documented in Note 1. Description of Business.

The following are the Spin-Off related transactions, and accounting adjustments that the Company made in its consolidated financial statements after the Spin-Off:

•The Spin-Off was completed through a distribution of 120,983,633 shares of Class A common stock of Millrose, par value $0.01 per share, and 11,819,811 shares of Class B common stock of Millrose, par value $0.01 per share, to Lennar common stockholders. The par value of $1.3 million for this common stock issued was recorded as stockholders’ equity in the Company’s consolidated balance sheets;

•Lennar retained 33,200,053 shares of Class A common stock of Millrose, par value $0.01 per share. The par value of $0.3 million for these shares issued was recorded as stockholders’ equity in the Company’s consolidated balance sheets;

•The Company received cash of $1.0 billion inclusive of cash deposits of $585 million and contribution of $415 million. The cash deposits are recorded as builder deposit liabilities in the Company's consolidated balance sheets;

•The Company recorded the land contribution of $5.5 billion as homesites under option contracts in its consolidated balance sheets;

•The Company recorded liabilities for (i) seller notes of $19.0 million, and (ii) prepaid due diligence costs of $77.9 million acquired as part of the Spin-Off, in its consolidated balance sheets; and

•The Company recorded a deferred tax asset of $59.8 million in its consolidated balance sheets.

The total Spin-Off related stockholders' equity for contributions from Lennar was approximately $5.9 billion, which the Company recorded as additional paid-in capital in its consolidated balance sheets. The Predecessor Millrose Business equity at the Spin-Off date was $5.2 billion, which was reversed from the Company’s consolidated balance sheets as of the Spin-Off date.

In connection with the Spin-Off, the Company incurred approximately $77.9 million of Spin-Off related costs, primarily consisting of accounting, legal, banking, and advisory fees. These costs were recorded as incurred as a reduction of equity in the consolidated financial statements.

On October 10, 2025, Lennar exercised its registration rights pursuant to the Registration Rights Agreement and commenced the offer to exchange the approximately 20% of the total outstanding shares of Class A Common Stock of Millrose that it owned as of September 30, 2025 for outstanding shares of Lennar Class A common stock (the “Exchange Offer”). On November 26, 2025, Lennar announced the results of the Exchange Offer through which Lennar accepted an aggregate of 8,049,594 shares of Lennar Class A common stock in exchange for

33,298,754 shares of Class A Common Stock of Millrose. The Exchange Offer was completed on November 28, 2025. As a result, Lennar now owns a de minimis amount of Common Stock following the completion of the Exchange Offer.

Acquisition of Rausch Land Assets

On February 10, 2025, the Company acquired approximately 25,000 homesites through the acquisition of 100% of the outstanding stock of RCH Holdings, Inc., a newly formed parent holding company of Rausch, for approximately $859 million in cash, which is net of option deposits funded by Lennar and other holdbacks. Land assets acquired were $1.158 billion, consisting of $858.9 million in cash, net of $90.3 million in option deposits, $100.0 million of development guarantee holdbacks, $116.7 million of deferred tax liabilities, and $7.6 million of earnest deposits. Simultaneously with the closing of the acquisition, the Company entered into option agreements to option the acquired homesites back to Lennar.

In accordance with ASC 805, the Company accounted for the transaction as an asset acquisition. The acquired land assets were recorded at the acquisition cost as homesites under option contracts in the Company’s consolidated balance sheets. The Company recorded in its consolidated balance sheets (i) the option deposits as builder deposit liabilities (ii) the development guarantee holdbacks as a holdback liability (iii) the deferred taxes as deferred tax liabilities, and (iv) earnest deposits as other assets.

New Home Company Transaction

On May 12, 2025, the Company entered into a commitment with New Home Company (“New Home”) for Millrose to provide land banking capital of up to $700 million to support New Home’s acquisition of Landsea Homes (“Landsea”). On June 25, 2025, New Home completed the acquisition of Landsea and the Company funded land banking capital of $494.5 million at closing for the acquisition of a portfolio of homesites on which the Company executed option agreements with New Home. As a result of the transaction, the Company acquired $522.8 million in land assets, consisting of 4,186 homesites, for $494.5 million in cash, which is net of deposits of $28.3 million related to the option contracts.

In accordance with ASC 805, the Company accounted for the transaction as an asset acquisition. The acquired land assets were recorded based on the Company's capital funded for the homesites acquired. The Company recorded in its consolidated balance sheets the option deposits as builder deposit liabilities.

Debt Offerings

On August 7, 2025, the Company completed the offer and sale (the “August 2025 Offering”) of $1.25 billion aggregate principal amount of its 6.375% senior notes due 2030 (the “2030 Notes”). See Note 8. Debt Obligations for further description of the August 2025 Offering.

On September 11, 2025, the Company completed the offer and sale (the “September 2025 Offering”) of $750 million aggregate principal amount of its 6.250% senior notes due 2032 (the “2032 Notes” and together with the 2030 Notes, the “Senior Notes”). See Note 8. Debt Obligations for further description of the September 2025 Offering.