Debt Obligations

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Debt Obligations

Note 8. Debt Obligations

Debt obligations as of December 31, 2025 and 2024 were as follows:

	At December 31,
(in thousands)	2025			2024
6.375% senior notes due 2030	$	1,250,000		$	—
6.250% senior notes due 2032		750,000			—
Revolving credit facility maturing on February 7, 2028		110,000			—
Purchase money mortgages		33,000			—
Total debt obligations	$	2,143,000		$	—
Debt issuance costs (1)		(30,938	)		—
Total debt obligations, net	$	2,112,062		$	—

(1)Debt issuance costs for the Senior Notes, net of accumulated amortization.

Senior Notes

The terms of each of the Company’s Senior Notes outstanding as of December 31, 2025 were as follows:

Senior Notes Outstanding	Principal Amount		Net Proceeds		Price		Date Issued
(in thousands)
6.375% senior notes due 2030	$	1,250,000	$	1,227,923		100%		August 7, 2025
6.250% senior notes due 2032	$	750,000	$	737,500		100%		September 11, 2025

During the year ended December 31, 2025, the Company issued an aggregate of $2.0 billion Senior Notes at par value. Net proceeds received were approximately $1.97 billion after deducting the initial purchasers’ discounts and commissions and offering expenses.

The Senior Notes were issued pursuant to separate indentures, dated as of August 7, 2025 for the 2030 Notes and September 11, 2025 for the 2032 Notes (collectively, the “Senior Note Indentures”), among the Company, the subsidiary guarantors from time to time party thereto and Citibank, N.A., as trustee. The 2030 Notes and 2032 Notes are both fully and unconditionally guaranteed on a senior unsecured basis by Millrose Properties SPE LLC a
subsidiary of the Company (“SPE LLC”) and MPSAB, LLC.

The Senior Notes and the guarantee are the Company’s and the guarantors’ general senior unsecured obligations and are (i) pari passu in right of payment with all of the Company’s and the guarantors’ existing and future senior indebtedness, including the indebtedness under the Revolving Credit Agreement and the Senior Notes, (ii) senior in right of payment to any future subordinated indebtedness of the Company and the guarantors, (iii) effectively subordinated to all of the Company’s and the guarantors’ existing and future secured indebtedness, including the indebtedness under the Revolving Credit Agreement, to the extent of the value of the assets securing such indebtedness, and (iv) structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries that do not guarantee the Senior Notes.

Interest on the 2030 Notes accrues at a rate of 6.375% per annum and is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2026. Interest on the 2032 Notes accrues at a rate of 6.250% per annum and is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026.

The Company may redeem some or all of the 2030 Notes on or after August 1, 2027 and some or all of the 2032 Notes on or after September 15, 2028 at the redemption prices specified in the Senior Note Indentures. Prior to those dates, the Senior Notes may be redeemed at 100% principal amount thereof plus accrued and unpaid interest on the notes being redeemed and a make-whole premium. In addition, before those dates the Company may redeem up to 40% for each Senior Note with cash in an amount not to exceed the net cash proceeds from certain equity

offerings at a redemption price equal to 106.375% for the 2030 Notes being redeemed plus accrued unpaid interest, and 106.250% for the 2032 Notes being redeemed plus accrued unpaid interest.

The Senior Note Indentures include certain restrictive covenants that limit the Company’s and certain of its subsidiaries’ ability to, among other things: (i) create certain liens, (ii) engage in certain sale and leaseback transactions, and (iii) effect certain mergers or consolidations, or sell all or substantially all of its assets. These covenants are subject to important qualifications and exceptions as set forth in the Senior Note Indentures. Additionally, upon the occurrence of a Change of Control Triggering Event (as defined in the Senior Note Indentures), the Company must offer to repurchase all of the 2030 Notes or 2032 Notes, as applicable, at 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. The Senior Note Indentures also provide for customary events of default. At December 31, 2025, the Company was in compliance with all covenants under the Senior Note Indentures and there were no events of default.

The carrying amounts of the 2030 Notes and 2032 Notes, net of unamortized issuance costs of $30.9 million, were $1.230 billion and $739 million, respectively, as of December 31, 2025. Interest expense related to the Senior Notes for the year ended December 31, 2025 was $48.7 million, which included $46.4 million of accrued interest and $2.3 million of amortized issuance costs. Interest payable as of December 30, 2025 was $46.4 million and is classified in other liabilities in the Company’s consolidated balance sheets.

Revolving Credit Facility

On February 7, 2025, the Company entered into a credit agreement (the “Revolving Credit Agreement”) with a consortium of lenders party thereto JPMorgan Chase Bank, N.A., as administrative agent for the lenders, which provides for a $1.335 billion revolving credit facility (the “Revolving Credit Facility”). Borrowings under the Revolving Credit Facility bear interest at either the Adjusted Term SOFR Rate (as defined in the Revolving Credit Agreement), or at the Company’s option an Alternate Base Rate, in each case, plus an applicable margin (as defined in the Revolving Credit Agreement).

Availability under the Revolving Credit Facility is subject to a borrowing base, updated quarterly, calculated to the value of certain real property assets and unrestricted cash and cash equivalents (as defined in the Revolving Credit Agreement). Proceeds may be used to borrow loans or obtain standby letters of credit.

Obligations under the Revolving Credit Agreement are secured by pledges of promissory notes from MPH Parent and certain of its subsidiaries to Millrose (the “Promissory Notes”), and by equity interests of MPH Parent. On August 1, 2025, SPE LLC was joined as a guarantor to the Revolving Credit Agreement. On November 21, 2025, MPSAB, LLC, a subsidiary of the Company, was joined as a guarantor to the Revolving Credit Agreement. As of December 31, 2025, there were no other guarantors.

The Revolving Credit Agreement includes customary affirmative and negative covenants (as further described in the Revolving Credit Agreement) and financial covenants, tested quarterly, including a maximum leverage ratio, minimum interest coverage ratio, and minimum tangible net worth. The Company is also required to maintain its status as a REIT. As of December 31, 2025, the Company was in compliance with all debt covenants under the Revolving Credit Agreement.

The Revolving Credit Agreement contains events of default, including if KL shall cease to be the Company’s manager and a replacement manager reasonably acceptable to the Required Lenders (as defined in the Revolving Credit Agreement) is not appointed within 90 days.

As of December 31, 2025, there were $110 million outstanding borrowings under the Revolving Credit Facility. Available borrowings under the Revolving Credit Facility were as follows:

	At December 31,
(in thousands)	2025
Commitments - maturing on February 7, 2028	$	110,000
Total maximum borrowings capacity	$	1,335,000

Interest expense related to the Revolving Credit Facility for the year ended December 31, 2025 was $17.3 million, which included $14.4 million of interest and $2.9 of amortized deferred financing fees. Interest payments for the year ended December 31, 2025 were $13.2 million. The outstanding interest payable as of December 31, 2025 was $1.2 million and is classified in other liabilities in the Company’s consolidated balance sheets.

Delayed Draw Term Loan Facility

On June 24, 2025, the Company entered into a credit agreement (as amended, the “DDTL Credit Agreement”) with the lenders party thereto and Goldman Sachs Bank USA as administrative agent for the lenders (in such capacity, the “DDTL Administrative Agent”). The DDTL Credit Agreement provided for a delayed draw term loan facility (the “DDTL Credit Facility”) with commitments in an aggregate amount of $1.0 billion. Proceeds of the Acquisition Tranche Loans (as defined in the DDTL Credit Agreement) were used to finance the previously announced acquisition of a portfolio of homesites on which the Company executed option agreements with New Home to support New Home’s acquisition of Landsea, which closed on June 25, 2025 (as further defined in the DDTL Credit Agreement, the “Specified Acquisition”), and the proceeds of any General Tranche Loans (as defined in the DDTL Credit Agreement) were used for general corporate purposes (including, without limitation, to pay outstanding obligations under the Revolving Credit Facility). Borrowings under the DDTL Credit Facility bore interest at the Adjusted Term SOFR Rate (as defined in the DDTL Credit Agreement), plus an applicable per annum spread rate of 2.00%-3.25% based on the Leverage Ratio (as defined in the DDTL Credit Agreement) and the number of days after the initial draw date.

The DDTL Credit Agreement maturity date was June 23, 2026. On September 11, 2025, the receipt by the Company of the net cash proceeds from the September 2025 Offering triggered a mandatory prepayment under the DDTL Credit Agreement. As a result of the September 2025 Offering, the full outstanding principal amount of the loans outstanding under the DDTL Credit Agreement and all other outstanding obligations thereunder were repaid September 11, 2025. In connection therewith, the Company terminated the DDTL Credit Agreement along with all of the security interests in the assets of the Company securing the obligations. The Company derecognized the remaining debt obligation and recorded the remaining unamortized issuance costs of $11.9 million as interest expense during the third quarter of 2025.

Interest expense related to the DDTL Credit Facility for the year ended December 31, 2025 was $25.7 million, which included $10.7 million of interest and $15.0 million of amortized issuance costs. Interest payments for the year ended December 31, 2025 were $10.7 million.

Purchase Money Mortgages

During 2025, the Company acquired two land parcels totaling $33 million which were financed through property-level, purchase-money arrangements which are fully indemnified by a counterparty. Both obligations are non-recourse to the Company and are secured solely by the respective underlying properties. The counterparty is responsible for all debt service related to the interest on the purchase money mortgages until their respective maturity dates, at which time the Company intends to enter into an Option Agreement on these properties with the counterparty.

Principal payments of $29 million are due in 2026, and $4 million are due in 2027. The land acquired under the purchase money mortgages is recorded within homesite inventories in the Company's consolidated balance sheets.

Predecessor Millrose Business Debt

The Predecessor Millrose Business’s debt as of December 31, 2024 consisted of promissory notes for the acquisition of land and community development district bonds. There was no outstanding Predecessor Millrose Business debt recorded on the Company’s consolidated financial statements as of December 31, 2025.

Scheduled Maturities of Long-Term Debt

This table includes the aggregated cash principal obligations for all debt obligations described above.

(in thousands)	Amount
2026 (1)	$	29,000
2027 (2)		4,000
2028 (3)		110,000
2029		—
2030 (4)		1,250,000
Thereafter (5)		750,000
Total debt obligations (gross)	$	2,143,000

(1)Scheduled principal payments in 2026 include the first installment of the Florida purchase money mortgage.

(2)Scheduled principal payments in 2027 include the final installment on the Florida purchase money mortgage and repayment of the California purchase money mortgage.

(3)Amounts outstanding for, and reflecting the maturity date of, the Revolving Credit Facility.

(4)2030 principal payments related to the maturity of the 2030 Senior Notes.

(5)Principal payments thereafter relate to the 2032 Senior Notes due in 2032.