Form 8-K

8-K — Millrose Properties, Inc.

Accession: 0001193125-26-396754

Filed: 2026-09-21

Period: 2026-09-21

CIK: 0002017206

SIC: 6500 (REAL ESTATE)

Item: Entry into a Material Definitive Agreement

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

Item: Financial Statements and Exhibits

Documents

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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): September 21, 2026

Millrose Properties, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland

001-42476

99-2056892

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

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

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 1.01 Entry into a Material Definitive Agreement.

On September 21, 2026 (the “Increase Date”), Millrose Properties, Inc., a Maryland corporation (the “Company”), entered into that certain Commitment and Acceptance (the “Commitment and Acceptance”), by and among the Company, Millrose Properties SPE LLC, a Delaware limited liability company, MSAB, LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and Flagstar Bank, N.A. (the “Accepting Lender”). The Commitment and Acceptance was delivered pursuant to Section 2.18 of that certain Amended and Restated Credit Agreement, dated as of March 25, 2026 (as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated as of August 5, 2026, the “Credit Agreement”), among the Company, the lenders from time to time party thereto, the issuing banks party thereto and the Administrative Agent. The Commitment and Acceptance provides for (i) the addition of Flagstar Bank, N.A. as a new lender under the Revolving Credit Facility (as defined in the Credit Agreement) and (ii) the Company’s exercise of the accordion feature under the Credit Agreement to increase the aggregate amount of commitments of the Revolving Credit Facility by $50 million to $1.385 billion.

The foregoing description of the Commitment and Acceptance is not complete and is qualified in its entirety by reference to the Commitment and Acceptance, 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.

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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description of Exhibit

10.1

Commitment and Acceptance, dated as of September 21, 2026, by and among the Company, Millrose Properties SPE LLC, a Delaware limited liability company, MSAB, LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and Flagstar Bank, N.A. (the “Accepting Lender”).

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: September 21, 2026

By:

/s/ Garett Rosenblum

Name:

Garett Rosenblum

Title:

Chief Financial Officer and Treasurer

EX-10.1

Filename: d73132dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

COMMITMENT AND ACCEPTANCE

This

Commitment and Acceptance (this “Commitment and Acceptance”), dated as of September 21, 2026 (the “Increase Date”), is entered into by and among Millrose Properties, Inc., a Maryland corporation (the

“Borrower”), Millrose Properties SPE LLC, a Delaware limited liability company (“Millrose Properties SPE”), MPSAB, LLC, a Delaware limited liability company (together with Millrose Properties SPE, the

“Guarantors”), JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), and Flagstar Bank, N.A., as a New Lender (the “Accepting Lender”). Capitalized terms used herein

and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).

PRELIMINARY

STATEMENTS

Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 25, 2026, among the Borrower,

the Administrative Agent, the Lenders that are parties thereto and the Issuing Banks party thereto (as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated as of August 5, 2026, and as further amended,

restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

The

Borrower desires to request, and the Guarantors, the Administrative Agent and the Accepting Lender desire to approve and deem acceptable, a Revolving Facility Increase. In connection with such Revolving Facility Increase, the Borrower, the

Guarantors, the Administrative Agent and the Accepting Lender hereby agree as follows:

1. UPSIZE.

(a) Pursuant to Section 2.18 of the Credit Agreement, the Borrower hereby (1) requests, effective as of the Increase Date, an

increase in the Aggregate Revolving Commitment of $50,000,000 from $1,335,000,000 to $1,385,000,000 (the “Facility Increase”) and (2) approves the Accepting Lender as a New Lender under the Revolving Credit Facility. Each

Guarantor hereby consents to the Facility Increase.

(b) Pursuant to Section 2.18 of the Credit Agreement, the Administrative Agent

hereby deems the Accepting Lender acceptable as a New Lender.

Agreement.

2. ACCEPTING LENDER’S COMMITMENT. Effective as of the Increase Date, the Accepting Lender shall become a party to

the Credit Agreement as a Lender, shall have (subject to the provisions of Section 2.18 of the Credit Agreement) all of the rights and obligations of a Lender thereunder, agrees to be bound by the terms and provisions thereof and shall

thereupon have a Revolving Commitment under and for purposes of the Credit Agreement in an amount equal to the amount set forth opposite the Accepting Lender’s name on the signature pages hereof.

3. REPRESENTATIONS AND AGREEMENTS OF ACCEPTING LENDER. The Accepting Lender

(a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Commitment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender

under the Credit Agreement, (ii) from and after the Increase Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Revolving Commitment, shall have the obligations of a Lender

thereunder, (iii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.1 thereof, as applicable, and such other documents and information as it has

deemed appropriate to make its own credit analysis and decision to enter into this Commitment and Acceptance on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other

Lender, and (iv) if it is a Foreign Lender, attached to this Commitment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Accepting Lender; and

(b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit

decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

4. REPRESENTATIONS OF BORROWER. The Borrower hereby represents and warrants that, as of the date hereof and as of the Increase Date,

(a) no Default or Event of Default exists or would exist after giving effect to the Facility Increase hereunder, (b) after giving effect to the Facility Increase hereunder, the Aggregate Facilities Amount shall not exceed the Aggregate

Credit Facility Limit, (c) all financial covenants set forth in Section 7.27 would be satisfied on a pro forma basis for the most recent determination period, assuming that the Loans outstanding on the date of effectiveness of the Facility

Increase hereunder had been outstanding on the last day of such determination period and (d) the representations and warranties contained in Article VI of the Credit Agreement are true and correct in all material respects except to the extent

any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date (provided that any

representation and warranty that is qualified as to materiality, material adverse effect or similar language shall be true and correct as of such date).

5. CONDITIONS TO EFFECTIVENESS. This Commitment and Acceptance shall become effective upon the Increase Date, subject to satisfaction

of the following conditions:

(a) the Administrative Agent shall have received this Commitment and Acceptance, executed by the Borrower,

the Guarantors and the Accepting Lender;

(b) if requested at least one (1) day prior to the Increase Date, the Accepting Lender

shall have received a Note pursuant to Section 2.11 of the Credit Agreement payable to the Accepting Lender;

furnished to the Administrative Agent and the Accepting Lender written opinions of (A) Akin Gump Strauss Hauer & Feld LLP, counsel to the Borrower and the Guarantors, and (B) Venable LLP, special Maryland counsel to the Borrower,

in each case addressed to the Administrative Agent and the Accepting Lender in form and substance reasonably satisfactory to the Administrative Agent;

(d) The Borrower shall have paid to the Administrative Agent (i) to the extent required under Section 10.7(a)(i) of the Credit

Agreement, for the account of the Administrative Agent and its Affiliates, all expenses due and payable on or before the Increase Date and (ii) for the account of the Accepting Lender, the fee separately agreed to by the Borrower on the

Increase Date; and

(e) the Accepting Lender shall have received all documentation and other information

required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act, that has been requested prior to the Increase Date.

6. ACKNOWLEDGEMENT AND AFFIRMATION. Each of the Borrower and each Guarantor hereby (i) expressly acknowledges the terms of

the Credit Agreement as amended hereby, (ii) ratifies and affirms after giving effect to this Commitment and Acceptance, its obligations under the Loan Documents (including the Guaranty Agreement) executed by the Borrower or such Guarantor, as

applicable, and (iii) after giving effect to this Commitment and Acceptance, acknowledges its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect.

7. GOVERNING LAW. THIS COMMITMENT AND ACCEPTANCE 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 COMMITMENT AND ACCEPTANCE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Commitment and Acceptance by their duly authorized officers as of the date first

above written.

BORROWER:

MILLROSE PROPERTIES, INC.

By:

/s/ Rachel Presa

Name: Rachel Presa

Title: General Counsel and Secretary

GUARANTORS:

MILLROSE PROPERTIES SPE LLC

By: Millrose Properties, Inc.,

its

sole member

By:

/s/ Rachel Presa

Name: Rachel Presa

Title: General Counsel and Secretary

MPSAB, LLC

By: Millrose Properties SPE LLC,

its sole member

By: Millrose Properties, Inc.,

its

sole member

By:

/s/ Rachel Presa

Name: Rachel Presa

Title: General Counsel and Secretary

[Signature Page to Commitment and Acceptance]

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By:

/s/ Nadeige Dang

Name: Nadeige Dang

Title: Executive Director

[Signature Page to Commitment and Acceptance]

Revolving Commitment: $50,000,000.00

FLAGSTAR BANK, N.A.

By:

/s/ Bret Sumner

Name: Bret Sumner

Title: Senior Vice President

[Signature Page to Commitment and Acceptance]

Schedule 1

Lenders and Commitments

Revolving Credit Commitment

Revolving Lender

Revolving Credit Commitment

JPMORGAN CHASE BANK, N.A.

225,000,000

GOLDMAN SACHS BANK USA

225,000,000

BANK OF AMERICA, N.A.

200,000,000

CITIBANK, N.A.

200,000,000

MIZUHO BANK, LTD.

200,000,000

WELLS FARGO BANK, NATIONAL ASSOCIATION

200,000,000

CITIZENS BANK, N.A.

50,000,000

FLAGSTAR BANK, N.A.

50,000,000

THIRD COAST BANK

35,000,000

Total

1,385,000,000

Initial Term Loan Commitment

Initial Term Lender

Initial Term Loan Commitment

JPMORGAN CHASE BANK, N.A.

72,000,000

BANK OF AMERICA, N.A.

97,000,000

MIZUHO BANK, LTD.

97,000,000

WELLS FARGO BANK, NATIONAL ASSOCIATION

97,000,000

GOLDMAN SACHS BANK USA

72,000,000

CITIZENS BANK, N.A.

50,000,000

THIRD COAST BANK

15,000,000

Total

500,000,000

Letter of Credit Commitment

Issuing Bank

Letter of Credit Commitment

JPMORGAN CHASE BANK, N.A.

50,000,000

CITIBANK, N.A.

50,000,000

GOLDMAN SACHS BANK USA

50,000,000

BANK OF AMERICA, N.A.

50,000,000

Total

200,000,000

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