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Millrose Properties, Inc. (MRP)

CIK: 0002017206. SIC: 6500 Real Estate. Latest 10-K as of: 2026-03-02.

SIC breadcrumb: Finance, Insurance, And Real Estate > Real Estate > SIC 6500 Real Estate

SEC company page: https://www.sec.gov/edgar/browse/?CIK=2017206. Latest filing source: 0002017206-26-000002.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue600,461,000USD20252026-03-02
Net income379,864,000USD20252026-03-02
Assets9,258,107,000USD20252026-03-02

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-02. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0002017206.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric2022202320242025
Revenue600,461,000
Net income-209,792,000-246,221,000379,864,000
Operating income-209,792,000-246,221,000486,068,000
Diluted EPS2.44
Assets5,465,290,0009,258,107,000
Liabilities306,918,0003,401,845,000
Stockholders' equity3,774,853,0004,458,961,0005,158,372,0005,856,262,000
Cash and cash equivalents0.0035,046,000
Net margin63.26%
Operating margin80.95%

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0002017206.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2025-Q12025-03-3182,698,00039,806,0000.39reported discrete quarter
2025-Q22025-06-30149,002,000112,760,0000.68reported discrete quarter
2025-Q32025-09-30179,260,000105,060,0000.63reported discrete quarter
2025-Q42025-12-31189,501,000122,238,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31194,929,000122,884,0000.74reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001193125-26-208995.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-06. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with our accompanying condensed consolidated financial statements and the notes thereto included in “Part I, Item 1. Financial Statements” in this Form 10-Q and the audited consolidated financial statements and the notes thereto included in the Form 10-K. Some of the information contained in this discussion and analysis constitutes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Form 10-Q, particularly under the section titled “Cautionary Statement Concerning Forward-Looking Statements.” The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those made, projected, or implied in the forward-looking statements. See the sections titled “Part I, Item 1A. Risk Factors” in our Form 10-K and “Cautionary Statement Concerning Forward-Looking Statements” herein for a discussion of the risks, uncertainties, and assumptions associated with these statements.

As further described in Note 1. Description of Business to our condensed consolidated financial statements included in “Part I, Item 1. Financial Statements” of this Form 10-Q, we completed the Spin-Off from Lennar on February 7, 2025. The financial information presented herein (i) for the periods prior to the February 7, 2025 Spin-Off is that of 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.

Our Business and Recent Transactions

Millrose is a corporation incorporated under the laws of the State of Maryland on March 19, 2024. Millrose became an independent, publicly traded company on February 7, 2025 following the Spin-Off from Lennar and its Class A common stock is listed on the NYSE under the symbol “MRP”. We purchase and develop residential land and sell finished homesites to homebuilders by way of option contracts with predetermined costs and takedown schedules. We serve 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 counterparties with durable access to community growth. Our option contracts provide for the payment of recurring option fees paid by our counterparties through the term of the applicable contract. To a lesser extent, we also provide development loans secured by property intended for single-family use to certain third-party counterparties. We are externally managed and advised by KL pursuant to the management agreement entered into on February 7, 2025 between Millrose and KL (the “Management Agreement”).

On March 25, 2026, the Company entered into the Credit Agreement (as defined below) that provides for (i) a four-year Revolving Credit Facility (as defined below) with commitments in an aggregate amount of $1.335 billion, (ii) a DDTL Credit Facility (as defined below) in an aggregate amount of $500 million that may be utilized during the first year following the Effective Date (as defined below), and (iii) an uncommitted accordion feature that allows the Company to seek additional loan commitments under the Credit Agreement in the future, subject to an aggregate maximum commitment amount of $2.5 billion. The net proceeds of the borrowings under the Credit Agreement will be used for general business purposes. Upon the Effective Date, the liens securing the loans under the Company’s prior secured revolving credit facility were released.

Invested Capital Activity as of March 31, 2026

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 condensed consolidated financial statements related to (i) homesites under option contracts, (ii) development loans receivable, and (iii) liabilities. The most directly comparable GAAP financial measure is homesites under option contracts as presented in the Company’s condensed consolidated balance sheets. 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. This non-GAAP measure is

21

presented solely to permit investors to understand how our management assesses underlying performance and is not, and should not be viewed as, a substitute for GAAP measures, and should be viewed in conjunction with our GAAP financial measures.

The table below reconciles GAAP reported homesites under option contracts to Invested Capital as of March 31, 2026 and summarizes Invested Capital activity for the three months ended March 31, 2026:

Three Months Ended March 31, 2026

(in thousands)

Master

Program

Agreement

Other

Agreements

Total

Invested Capital Reconciliation of GAAP to Non-GAAP

GAAP reported homesites under option contracts as of March 31, 2026

$

6,392,353

$

2,784,920

$

9,177,273

Add: Development loan receivables (gross)

—

324,233

324,233

Remove: Interest receivable on development loans

—

(5,373

)

(5,373

)

Remove: Due from counterparties (1)

(35,931

)

(28,924

)

(64,855

)

Remove: Net deferred tax assets and deferred tax liabilities from homesite inventories

(56,824

)

—

(56,824

)

Remove: Earnest deposits from homesites under option contracts

7,560

—

7,560

Remove: Homesites under option contracts acquired through purchase money mortgages

(33,000

)

—

(33,000

)

Add: Development holdback liability

(100,000

)

—

(100,000

)

Add: Builder deposit liabilities

(200,714

)

(342,028

)

(542,742

)

Total Invested Capital as of March 31, 2026

$

5,973,444

$

2,732,828

$

8,706,272

Invested Capital

Invested Capital as of December 31, 2025 (2)

$

6,102,037

$

2,367,642

$

8,469,679

Takedown Proceeds (3)

(652,915

)

(99,413

)

(752,328

)

Land Acquisition and Development Funding (4)

524,322

464,599

988,921

Invested Capital as of March 31, 2026

$

5,973,444

$

2,732,828

$

8,706,272

(in millions)

Weighted Average Yield as of March 31, 2026 (5)

8.5

%

10.7

%

9.2

%

Implied Quarterly Income Run Rate as of March 31, 2026 (6)

$

127

$

73

$

200

Weighted Average Remaining Life as of March 31, 2026 (7)

3.5 years

2.3 years

3.2 years

Weighted Average Maturity as of March 31, 2026 (8)

64 months

38 months

56 months

(1)
Includes option fees received from counterparties in the subsequent month.

(2)
Includes (a) homesite under option contracts contributed by Lennar at Spin-Off and acquired from Rausch, less option earning deposits and other holdbacks, and (b) takedown, land acquisition and development funding activity through December 31, 2025.

(3)
Reduction in investment balance for the three months ended March 31, 2026 from (a) homesite takedowns pursuant to option agreements, net of deposit credits adjusted for non-option earning deposits, and (b) repayment of development loans.

(4)
Includes acquisitions of homesites under option contracts, net of option earnings deposits, and development loan funding for the three months ended March 31, 2026.

(5)
Based on average option rate and/or loan interest rate weighted by investment balance, assumes SOFR rate as of December 29, 2025.

(6)
Calculated by multiplying Invested Capital balance at end of period by weighted average yield as of March 31, 2026, adjusted for the number of days in the first quarter 2026.

(7)
Calculated by taking weighted average life per each community weighted by investment balance.

(8)
Calculated by taking months until the final scheduled homesite sale per each community weighted by investment balance.

During the three months ended March 31, 2026, we funded $524.3 million for land acquisition and development and received $652.9 million in net takedown proceeds under the Master Program Agreement at a weighted average yield of 8.5%. We funded $464.6 million for land acquisition and development and received $99.4 million in net takedown proceeds for Other Agreements during this period at a weighted average yield of 10.7%. On a total portfolio basis, the weighted average yield was 9.2% as of March 31, 2026.

Properties as of March 31, 2026

As of March 31, 2026, our homesite assets consisted of 904 properties (also known as communities) in 30 states across the United States, totaling approximately 143,347 homesites, with an approximate aggregate value of $9.2 billion of homesites under option contracts. Of the homesites owned as of March 31, 2026, we expect the total takedown prices of all homesites to be approximately $16.2 billion, and the total estimated development costs of homesites to be approximately $7.2 billion.

As of March 31, 2026, our property assets are collectively located across 30 U.S. states. Approximately 51% of the property assets are concentrated in three states (California, Florida, Texas) and approximately 42% are located in two strong housing market states: Florida and Texas (where we believe the market has healthy underlying demographic and/or economic trends primarily driven by generally steadily growing population).

22

The below table shows the location, number of properties, number of underlying homesites and expected total takedown prices of our properties as of March 31, 2026:

State Location

Number of Properties (1)

Number of Underlying Homesites (2)

Total Takedown Prices

Alabama

46

4,905

$

331,278,344

Arizona

32

4,277

500,894,610

Arkansas

43

4,577

331,167,255

California

64

13,074

3,396,846,774

Colorado

26

3,920

604,250,255

Delaware

9

1,002

173,077,016

Florida (3)

126

20,624

1,936,436,888

Georgia

44

4,402

450,127,184

Idaho

7

394

57,389,423

Illinois

12

785

85,067,018

Indiana

9

999

89,704,943

Kansas

6

698

56,143,050

Maryland

10

4,526

564,299,152

Minnesota

38

1,496

172,085,504

Missouri

3

440

34,301,584

Nevada

14

1,435

251,677,409

New York

1

430

90,801,045

New Jersey

3

358

60,123,999

North Carolina

42

5,388

794,008,089

Oklahoma

59

10,148

673,793,473

Oregon

11

592

69,736,735

Pennsylvania

2

346

53,561,231

South Carolina

36

9,140

982,962,899

Tennessee

28

3,055

435,228,821

Texas

195

38,936

2,921,944,301

Utah

3

1,259

153,669,978

Virginia

16

3,515

520,980,524

Washington

10

1,368

252,505,366

Wisconsin

1

—

1,125,329

West Virginia

8

1,258

118,640,439

Total

904

143,347

$

16,163,828,638

(1)
Communities owned as of March 31, 2026 including communities associated with future purchases; and excluding homesites associated with investments in development loans.

(2)
Or prospective homesites if fully entitled, as applicable.

(3)
Excludes properties, homesites, and takedown prices for investments associated with development loans.

The below table is a summary of our pools of properties included in our property assets as of March 31, 2026 (dollar amounts are presented in billions):

Total

Number of Homesites (1)

143,347

Lennar

112,862

Other Agreements

30,485

Invested Capital ($ in billions) (2)

8.7

Lennar

6.0

Other Agreements

2.7

Number of Counterparties

17

Number of Pools

69

Portfolio Pooled % (3)

95

%

Homesites Delivered

7,8

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-03-02. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with the accompanying consolidated financial statements and the notes thereto included elsewhere in this Form 10-K. Some of the information contained in this discussion and analysis constitutes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Form 10-K, particularly under the section titled “Cautionary Statement Concerning Forward-Looking Statements.” The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those made, projected, or implied in the forward-looking statements. See the sections titled “Part I, Item 1A. Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” for a discussion of the risks, uncertainties, and assumptions associated with these statements.

As further described in Note 1. Description of Business to our consolidated financial statements included in “Part II, Item 8. Financial Statements and Supplementary Data” of this Form 10-K, we completed the Spin-Off from Lennar on February 7, 2025. The financial information presented herein (i) for the periods prior to the February 7, 2025 Spin-Off is that of 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.

Our Business

Millrose is a corporation incorporated under the laws of the State of Maryland on March 19, 2024. Millrose became an independent, publicly traded company on February 7, 2025 following the Spin-Off from Lennar and its Class A Common Stock is listed on the NYSE under the symbol “MRP”. We purchase and develop residential land and sell finished homesites to homebuilders by way of option contracts with predetermined costs and takedown schedules. We serve 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 counterparties with durable access to community growth. Our option contracts provide for the payment of recurring option fees paid by our counterparties through the term of the applicable contract. To a lesser extent, we also provide development loans secured by property intended for single-family use to certain third-party counterparties. We are externally managed and advised by KL pursuant to the Management Agreement.

The Spin-Off and Related Transactions

On the Distribution Date, we completed our Spin-Off from Lennar through a distribution of approximately 80% of Millrose’s outstanding Common Stock to holders of Lennar Common Stock as of the close of business on January 21, 2025. In connection with the Spin-Off, we 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.

On February 10, 2025, we completed the acquisition of land consisting of approximately 25,000 homesites through the acquisition of 100% of the outstanding stock of RCH Holdings, Inc., a recently formed parent holding company of Rausch, for approximately $859 million in cash, which is net of option deposits funded by Lennar and other holdbacks.

On October 10, 2025, Lennar exercised its registration rights pursuant to the Registration Rights Agreement and commenced 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.

67

New Home Transaction

On May 12, 2025, the Company entered into a commitment with New Home for Millrose to provide land banking capital of up to $700 million to support New Home’s acquisition of 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 connection with the New Home transaction, on June 24, 2025, the Company entered into the DDTL Credit Agreement that provided for a delayed draw term loan facility with commitments in the aggregate amount of $1.0 billion that was scheduled to mature on June 23, 2026. Proceeds of the DDTL Credit Agreement were used to fund the New Home acquisition of Landsea and any remaining proceeds were available for general corporate purposes. On September 11, 2025, the DDTL Credit Agreement was terminated and all obligations thereunder were repaid in full (as further described below).

Senior Notes

On August 7, 2025, the Company completed the offering of $1.25 billion aggregate principal amount of the 2030 Notes (the “August 2025 Offering”). Net proceeds of the August 2025 Offering were used to repay $500 million principal amount outstanding under the DDTL Credit Facility and $450 million principal amount outstanding under the Revolving Credit Facility, and the remainder was used for general corporate purposes.

On September 11, 2025, the Company completed the offering of $750 million aggregate principal amount of the 2032 Notes (the “September 2025 Offering”). Net proceeds of the September 2025 Offering were used to repay the entire $500 million remaining principal amount outstanding under the DDTL Credit Facility, and related expenses. The remainder was used for general corporate purposes.

Invested Capital as of December 31, 2025

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 consolidated financial statements related to (i) homesites under option contracts, (ii) development loans receivable, and (ii) liabilities. The most directly comparable GAAP financial measure is homesites under option contracts as presented in the Company’s consolidated balance sheets. 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. This non-GAAP measure is presented solely to permit investors to understand how our management assesses underlying performance and is not, and should not be viewed as, a substitute for GAAP measures, and should be viewed in conjunction with our GAAP financial measures.

68

Invested Capital Activity for the Year Ended December 31, 2025

The table below reconciles GAAP reported homesites under option contracts to Invested Capital as of December 31, 2025 and summarizes invested capital activity for the year ended December 31, 2025:

Year Ended December 31, 2025

(in thousands)

Master

Program

Agreement

Other

Agreements

Total

Invested Capital Reconciliation of GAAP to Non-GAAP

GAAP reported homesites under option contracts as of December 31, 2025

$

6,530,760

$

2,341,935

$

8,872,695

Add: Development loan receivables (gross)

—

330,004

330,004

Remove: Interest receivable on development loans

—

(6,696

)

(6,696

)

Remove: Due from counterparties (1)

(44,511

)

(16,801

)

(61,312

)

Remove: Net deferred tax assets and deferred tax liabilities from homesite inventories

(56,824

)

—

(56,824

)

Remove: Earnest deposits from homesites under option contracts

7,560

—

7,560

Remove: Homesites under option contracts acquired through purchase money mortgages

(33,000

)

—

(33,000

)

Add: Development holdback liability

(100,000

)

—

(100,000

)

Add: Builder deposit liabilities

(201,948

)

(280,800

)

(482,748

)

Total Invested Capital as of December 31, 2025

$

6,102,037

$

2,367,642

$

8,469,679

Invested Capital

Invested Capital as of February 10, 2025 (2)

$

6,407,547

$

—

$

6,407,547

Takedown Proceeds (3)

(3,167,953

)

(254,863

)

(3,422,816

)

Land Acquisition and Development Funding (4)

2,862,443

2,622,505

5,484,948

Invested Capital as of December 31, 2025

$

6,102,037

$

2,367,642

$

8,469,679

(in millions)

Weighted Average Yield as of December 31, 2025 (5)

8.5

%

11.0

%

9.2

%

Implied Quarterly Income Run Rate as of December 31, 2025 (6)

$

519

$

260

$

779

Weighted Average Remaining Life as of December 31, 2025 (7)

3.3 Years

2.0 Years

3.0 Years

Weighted Average Maturity as of December 31, 2025 (8)

64 Months

$

35 Months

$

57 Months

(1)
Includes option fees received from counterparties in the subsequent month.

(2)
Includes homesites under option contracts contributed by Lennar at Spin-Off and acquired from Rausch, less option earning deposits and other holdbacks.

(3)
Reduction in investment balance for the year ended December 31, 2025 from (a) homesite takedowns pursuant to option agreements, net of deposit credits adjusted for non-option earning deposits, and (b) repayment of development loans.

(4)
Includes acquisitions of homesites under option contracts, net of option earnings deposits, and development loan funding for the year ended December 31, 2025.

(5)
Based on average option rate and/or loan interest rate weighted by investment balance, assumes SOFR rate as of September 26, 2025.

(6)
Calculated by multiplying Invested Capital balance at end of period by weighted average yield as of December 31, 2025.

(7)
Calculated by taking weighted average life per each community weighted by investment balance.

(8)
Calculated by taking months until the final scheduled homesite sale per each community weighted by investment balance.

During the year ended December 31, 2025, we funded $2.862 billion for land acquisition and development and received $3.168 billion in net takedown proceeds under the Master Program Agreement at a weighted average yield of 8.5%. We funded $2.623 billion for land acquisition and development and received $254.9 million in net takedown proceeds for Other Agreements during this period at a weighted average yield of 11%. On a total portfolio basis, the weighted average yield was 9.2% as of December 31, 2025.

69

Invested Capital Activity for the Three Months Ended December 31, 2025

The table below reconciles GAAP reported homesites under option contracts to Invested Capital as of December 31, 2025 and summarizes invested capital activity for the three months ended December 31, 2025:

Three Months Ended December 31, 2025

(in thousands)

Master

Program

Agreement

Other

Agreements

Total

Invested Capital Reconciliation of GAAP to Non-GAAP

GAAP reported homesites under option contracts as of December 31, 2025

$

6,530,760

$

2,341,935

$

8,872,695

Add: Development loan receivables (gross)

—

330,004

330,004

Remove: Interest receivable on development loans

—

(6,696

)

(6,696

)

Remove: Due from counterparties (1)

(44,511

)

(16,801

)

(61,312

)

Remove: Net deferred tax assets and deferred tax liabilities from homesite inventories

(56,824

)

—

(56,824

)

Remove: Earnest deposits from homesites under option contracts

7,560

—

7,560

Remove: Homesites under option contracts acquired through purchase money mortgages

(33,000

)

—

(33,000

)

Add: Development holdback liability

(100,000

)

—

(100,000

)

Add: Builder deposit liabilities

(201,948

)

(280,800

)

(482,748

)

Total Invested Capital as of December 31, 2025

$

6,102,037

$

2,367,642

$

8,469,679

Invested Capital

Invested Capital as of September 30, 2025 (2)

$

6,335,854

$

1,817,555

$

8,153,409

Takedown Proceeds (3)

(884,734

)

(139,280

)

(1,024,014

)

Land Acquisition and Development Funding (4)

650,917

689,367

1,340,284

Invested Capital as of December 31, 2025

$

6,102,037

$

2,367,642

$

8,469,679

(in millions)

Weighted Average Yield as of December 31, 2025 (5)

8.5

%

11.0

%

9.2

%

Implied Quarterly Income Run Rate as of December 31, 2025 (6)

$

131

$

65

$

196

Weighted Average Remaining Life as of December 31, 2025 (7)

3.3 Years

2.0 Years

3.0 Years

Weighted Average Maturity as of December 31, 2025 (8)

64 Months

$

35 Months

$

57 Months

(1)
Includes option fees received from counterparties in the subsequent month.

(2)
Includes (a) homesite under option contracts contributed by Lennar at Spin-Off and acquired from Rausch, less option earning deposits and other holdbacks, and (b) takedown, land acquisition and development funding activity through September 30, 2025.

(3)
Reduction in investment balance for the three months ended December 31, 2025 from (a) homesite takedowns pursuant to option agreements, net of deposit credits adjusted for non-option earning deposits, and (b) repayment of development loans.

(4)
Includes acquisitions of homesites under option contracts, net of option earnings deposits, and development loan funding for the three months ended December 31, 2025.

(5)
Based on average option rate and/or loan interest rate weighted by investment balance, assumes SOFR rate as of September 26, 2025.

(6)
Calculated by multiplying Invested Capital balance at end of period by weighted average yield as of December 31, 2025, adjusted for the number of days in the fourth quarter 2025.

(7)
Calculated by taking weighted average life per each community weighted by investment balance.

(8)
Calculated by taking months until the final scheduled homesite sale per each community weighted by investment balance.

During the three months ended December 31, 2025, we funded $650.9 million for land acquisition and development and received $884.7 million in net takedown proceeds under the Master Program Agreement at a weighted average yield of 8.5%. We funded $689.4 million for land acquisition and development and received $139.3 million in net takedown proceeds for Other Agreements during this period at a weighted average yield of 11%. On a total portfolio basis, the weighted average yield was 9.2% as of December 31, 2025.

Properties as of December 31, 2025

As of December 31, 2025, our homesite assets consisted of 933 properties (also known as communities) in 30 states across the United States, totaling approximately 142,139 homesites, with an approximate aggregate value of $8.9 billion of homesites under option contracts. Of the homesites owned as of December 31, 2025, we expect the total takedown prices of all homesites to be approximately $16.1 billion, and the total estimated development costs of homesites to be approximately $6.8 billion.

As of December 31, 2025, our property assets are collectively located across 30 U.S. states. Approximately 50% of the property assets are concentrated in three states (California, Florida, Texas) and approximately 41% are located in two strong housing market states: Florida and Texas (where we believe the market has healthy underlying demographic and/or economic trends primarily driven by generally steadily growing population).

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The below table shows the location, number of properties, number of underlying homesites and expected total takedown prices of our properties as of December 31, 2025:

State Location

Number of

Properties

Number of

Underlying

Homesites (1)

Total

Takedown

Prices

Alabama

42

5,021

$

341,751,466

Arizona

37

4,483

519,907,226

Arkansas

49

4,872

350,237,837

California

68

13,345

3,394,358,734

Colorado

24

3,735

532,858,567

Delaware

8

1,082

181,461,239

Florida (2)

138

20,526

1,939,118,165

Georgia

42

3,835

417,394,504

Idaho

8

372

56,019,271

Illinois

15

979

105,353,760

Indiana

10

1,149

100,742,812

Kansas

6

788

62,743,864

Maryland

10

4,578

571,495,549

Minnesota

37

1,656

188,212,432

Missouri

3

440

34,288,556

Nevada

18

1,501

259,867,458

New York

1

445

94,003,649

New Jersey

3

427

70,611,617

North Carolina

45

5,227

781,698,849

Oklahoma

53

10,486

693,436,235

Oregon

15

632

74,195,896

Pennsylvania

2

352

54,190,831

South Carolina

47

9,554

1,026,688,371

Tennessee

21

2,576

358,128,998

Texas

192

37,548

2,919,228,798

Utah

4

1,334

162,856,784

Virginia

15

3,114

435,571,215

Washington

12

1,451

274,379,021

Wisconsin

2

30

1,347,889

West Virginia

6

601

53,358,114

Total

933

142,139

$

16,055,507,707

(1)
Or prospective homesites if fully entitled, as applicable.

(2)
Excludes properties, homesites, and takedown prices for investments associated with development loans.

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The below table is a summary of our pools of properties included in our property assets as of December 31, 2025:

Total

Number of Homesites (1)

142,139

Lennar

116,516

Other Agreements

25,623

Invested Capital ($ in billions) (2)

8.5

Lennar

6.1

Other Agreements

2.4

Number of Counterparties

15

Number of Pools

66

Portfolio Pooled % (3)

96

%

Homesites Delivered

31,575

Number of Terminated Properties

—

(1)
Number of homesites excludes investments associated with development loans.

(2)
Homesites under option contracts and gross development loans receivables, less deposits, deferred tax liability, interest receivable on development loans, homesites under option contracts acquired through purchase money mortgages, and other holdbacks on post-spin acquired assets.

(3)
Calculated as total amount of invested capital that is within a pool.

As of December 31, 2025, we had 142,139 homesites with 15 counterparties which were included in 66 separate pools, in accordance with the applicable Multiparty Cross Agreements. The portfolio pooled was 96%, of which 100% was pooled under the Master Program Agreement.

Components of Results of Operations

The following is a summary of the key components of our operations for the year ended December 31, 2025:

Revenues

Our primary source of revenue is income generated from holding land under option contracts. The Company accounts for these contracts under ASC 842 Leases because the Company transfers elements of control of the homesites to the counterparties during the option contract period. The Company owns title to and holds land during the development period and grants our counterparties under these contracts exclusive options to purchase land at predetermined prices and takedown schedules. In return the Company earns income on our homesites under option contracts through recurring option fees paid by our counterparties through the term of the applicable option contract. We also derive development loan income from interest earned on the outstanding loan balance of development loans secured by residential property.

Costs

Operating Expenses: Our operating expenses after the Spin-Off include Management Fees paid to KL for management and advisory services. The Management Fee is calculated as 1.25% of Tangible Assets (as defined in the Management Agreement). All personnel are employed by the Manager or an affiliate of the Manager, and their salaries are paid by the Manager or affiliate, as relevant; therefore, we do not record personnel-related expenses, including salaries, benefits, and share-based compensation for any employees. All cash compensation paid to our Board and certain general and administrative expenses are covered by the Management Fee. The Management Fee does not cover offering expenses, costs incurred for services in connection with extraordinary litigation and mergers and acquisitions and other events outside of Millrose’s ordinary course of business, and, in some circumstances, costs associated with the ownership and maintenance of land. Any such expenses that are not covered by the Management Fee are paid for by Millrose and are recorded as general and administrative expenses or other expenses, as appropriate under GAAP. Certain of our option agreements provide (and new option agreements in the future may provide) for reimbursement by the counterparties of our transaction and/or asset management expenses, including third-party legal, diligence and servicing costs, and may include certain amounts paid by such counterparties directly to affiliates of the Manager in connection with related services provided to by such affiliates to the applicable counterparties. Our operating expenses include stock-based compensation for RSUs granted to each member of the Board during the fiscal year ended December 31, 2025. The Company records the RSU award costs on a straight-line basis over the RSU vesting period as stock-based compensation in operating expenses. The

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Company also records a provision for credit losses in accordance with ASC 326 Financial Instruments – Credit Losses (“CECL”).

Operating expenses prior to the Spin-Off include salaries, general and administrative expenses. These expenses have been allocated from Lennar based on a reasonable proportional cost allocation method primarily based directly on headcount, usage, or other allocation methods depending on the nature of the services.

Other Income and Expenses: We record interest income earned on our cash balances held with financial institutions as other income as it is not part of the primary activities of the business. Other expenses also include (i) interest expense related to our Revolving Credit Facility and our DDTL Credit Facility (collectively, the “Credit Agreements”), and the Senior Notes, and (ii) other expenses related to rating agency fees, legal fees, audit fees, and bank fees.

Results of Operations for the Years Ended December 31, 2025, 2024, and 2023

The following discussion describes the results of operations for years ended December 31, 2025, 2024, and 2023. The financial data includes the combined results of operations for the Predecessor Millrose Business prior to the Spin-Off and the Millrose business after the Spin-Off. The results of operations include activity related to the acquired Rausch land assets from the February 10, 2025 acquisition date through December 31, 2025. We have a single operating and reportable segment in accordance with GAAP and our operations are conducted in the United States.

Years ended December 31,

2025

2024

2023

Revenues:

Option fee revenues

$

570,957

$

—

$

—

Development loan income

29,504

—

—

Total revenues

600,461

—

—

Operating expenses:

Management fee expense

87,751

—

—

Stock-based compensation expense

677

—

—

Provision for credit loss expense

1,005

—

—

Sales, general, and administrative expenses from pre-spin periods

24,960

246,221

209,792

Total operating expenses

114,393

246,221

209,792

Income (loss) from operations

486,068

(246,221

)

(209,792

)

Other income (expense):

Interest income

7,702

—

—

Interest expense

(91,792

)

—

—

Other expenses

(1,605

)

—

—

Total other income (expense)

(85,695

)

—

—

Net income (loss) before income taxes

400,373

(246,221

)

(209,792

)

Income tax expense

20,509

—

—

Net income (loss)

$

379,864

$

(246,221

)

$

(209,792

)

Adjustment for expenses from pre-spin periods

24,960

—

—

Net income attributable to Millrose Properties, Inc. Common stockholders

$

404,824

$

(246,221

)

$

(209,792

)

Year Ended December 31, 2025 Versus Year Ended December 31, 2024

Overview of Net Income (Loss)

Our net income was $379.9 million for the year ended December 31, 2025, compared to a net loss of $246.2 million for the year ended December 31, 2024. Net income was higher due to (i) revenues earned after the Spin-Off and (ii) lower actual operating expenses after the Spin-Off versus an allocation prior to the Spin-Off, partially offset by (a) higher net interest expense, (b) higher tax provision, and (c) higher other expenses.

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Option Fee Revenues

Option fees revenues were $570.9 million for year ended December 31, 2025, compared to $0 for the year ended December 31, 2024. For the year ended December 31, 2024, the Predecessor Millrose Business did not generate option fee revenues because the inventories of the Predecessor Millrose Business were not subject to purchase option contracts with homebuilders. The principal operating activities related to finished homesites were conducted by the Predecessor Millrose Business’s parent company, who sold those homesites to Lennar counterparties.

Development Loan Income

Development loan income was $29.5 million for the year ended December 31, 2025, compared to $0 for the year ended December 31, 2024. For the year ended December 31, 2024, the Predecessor Millrose Business did not generate development loan income because there were no principal operating activities related to development loans.

Management Fee Expense

Management fee expense was $87.8 million for the year ended December 31, 2025, compared to $0 for the year ended December 31, 2024.

Stock-based Compensation Expense

Stock-based compensation expense related to RSUs granted to the Board was $0.7 million for the year ended December 31, 2025. Stock-based compensation expense for the Predecessor Millrose Business was $10.1 million for the year ended December 31, 2024 and was aggregated in sales, general, and administrative expenses in the consolidated statements of operations of the Predecessor Millrose Business.

Provision for Credit Loss Expense

Provision for credit loss expense related to development loans was $1.0 million for the year ended December 31, 2025. For the year ended December 31, 2024, the Predecessor Millrose Business did not have a provision for credit loss expense because it did not hold homesites under option contracts or development loans.

Sales, General and Administrative Expenses from pre-Spin-Off Periods

Sales, general and administrative expenses from pre-Spin-Off periods were $25.0 million for the year ended December 31, 2025, compared to $246.2 million for the year ended December 31, 2024. These allocated expense amounts primarily include expenses from operating and employee compensation costs for dedicated regional and divisional land teams tasked with acquiring and developing the land inventories.

Other Income (Expense)

Other income (expense) was a net expense of $85.7 million for the year ended December 31, 2025, compared to $0 for the year ended December 31, 2024. Other income and expense for the year ended December 31, 2025 includes (i) interest expense for the Credit Agreements and Senior Notes of $91.8 million, and (ii) other expenses of $1.6 million, which was partially offset by interest income of $7.7 million earned on cash balances held in the Company’s operating bank accounts.

Net Income (Loss) Before Income Taxes

Net income before income taxes was $400.4 million for the year ended December 31, 2025, compared to a net loss of $246.2 million for the year ended December 31, 2024. The increase in net income before income taxes is due to (i) revenues earned after the Spin-Off and (ii) lower operating expenses due to lower management service fees after the Spin-Off compared to sales, general, and administrative expenses allocated prior to the Spin-Off, partially offset by (a) higher net interest expense for the Credit Agreements and Senior Notes, (b) higher tax provision, and (c) higher other expenses.

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Income Tax Expense

The provision for income taxes for the year ended December 31, 2025 was $20.5 million, compared to $0 for the year ended December 31, 2024. The tax provision for the year ended December 31, 2025, as determined and calculated from the activities in our TRSs, resulted in an overall effective tax rate of 24.8%. There was no income tax expense for the Predecessor Millrose Business for the year ended December 31, 2025 due to offsetting changes in the valuation allowance against its deferred taxes that reduced income tax and effective tax rate to zero. See Note 10. Income Taxes in the consolidated financial statements for more information.

Year Ended December 31, 2024 Versus Year Ended December 31, 2023

Revenues

For each of the fiscal years ended December 31, 2024 and 2023, the Predecessor Millrose Business had no revenues because the Predecessor Millrose Business was not subject to purchase option contracts with homebuilders or development loans. All finished homesites were transferred to the Predecessor Millrose Business’s parent company, who sold those homes to Lennar counterparties.

Sales, general, and administrative expenses from pre-spin periods

While the Predecessor Millrose Business had no revenues during the fiscal years ended December 31, 2024 and 2023, salaries, general and administrative expenses were allocated to it from Lennar based on a specific identification basis or, when specific identification was not practicable, a reasonable proportional cost allocation method primarily based directly on headcount, usage, or other allocation methods depending on the nature of the services. Salaries, general and administrative expenses were $246.2 million for the year ended December 31, 2024, as compared to $209.8 million for the year ended December 31, 2023. These allocated expense amounts for both fiscal years included expenses from operating and employee compensation costs for dedicated regional and divisional land teams tasked with acquiring and developing the land inventories. The $36.4 million increase between salaries, general and administrative expenses from fiscal year ended December 31, 2023 to fiscal year ended December 31, 2024 is primarily due to an increase in headcount and an increase in the compensation cost per employee allocated from Lennar since the prior year period.

Provision for Income Taxes

For each of the fiscal years ended December 31, 2024 and 2023, the Predecessor Millrose Business recorded no tax provision. See Note 10. Income Taxes in the consolidated financial statements for more information.

Net Loss

For the fiscal years ended December 31, 2024 and 2023, the Predecessor Millrose Business had a net loss of $246.2 million and $209.8 million, respectively. The net loss the Predecessor Millrose Business recognized in each of these two fiscal years was mainly due to the salaries, general and administrative expenses allocated to it by Lennar.

Adjusted Funds from Operations

Our reported results are presented in accordance with GAAP. We also disclose Adjusted Funds from Operations (“AFFO”), which is a non-GAAP financial measure and should not be viewed as an alternative to net income calculated in accordance with GAAP as a measurement of our operating performance. 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.

We calculate AFFO by starting with Nareit’s definition of funds from operations (“FFO”), which is the net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate depreciation, as applicable. During this period, there were no applicable adjustments to net income of the Company to calculate FFO. We then calculate AFFO by adjusting net income to eliminate the impact of non-recurring items that are not reflective of 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 qualifications to be subject to tax as a REIT for U.S. federal income tax purposes. As shown in the tables below, certain non-recurring and non-cash transactions added back for the three months and year ended December 31, 2025 include non-cash components of compensation expense,

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amortization of financing and issuance costs for our Credit Agreements and Senior Notes, provision for credit loss expense, and non-recurring agency expenses related to the Spin-Off.

Other REITs may not define AFFO in the same manner as we do and therefore our calculation of AFFO may not be comparable to such other REITs. You should also not consider AFFO to be an alternative to net income or as a reliable measure of our operating performance.

The table below is a reconciliation of GAAP net income to AFFO and GAAP earnings per share to AFFO earnings per share for the year ended December 31, 2025.

Year Ended

(in thousands, except share amounts)

December 31, 2025

Net income attributable to Millrose Properties, Inc. common stockholders

$

404,824

Adjustments:

Add: Amortization of deferred financing and issuance costs (1)

20,273

Add: Rating agency expenses (2)

1,125

Add: Provision for credit loss expense (3)

1,005

Add: Stock-based compensation expense (4)

677

Total adjustments

23,080

AFFO attributable to Millrose Properties, Inc. common stockholders

$

427,904

AFFO basic earnings per share of Class A and Class B Common Stock

$

2.58

AFFO diluted earnings per share of Class A and Class B Common Stock

$

2.58

Reconciliation of GAAP earnings per share to AFFO per share

GAAP reported basic and diluted earnings per share of Class A and Class B Common Stock

$

2.44

Adjustments:

Add: Amortization of deferred financing and issuance costs (1)

0.12

Add: Rating agency expenses (2)

0.01

Add: Provision for credit loss expense (3)

0.01

Add: Stock-based compensation (4)

0.00

AFFO basic and diluted earnings per share of Class A and Class B Common Stock

$

2.58

Basic weighted average common shares outstanding of Class A and Class B Common Stock

166,003,497

Diluted weighted average common shares

166,026,608

(1)
Reflected in interest expense in the consolidated statements of operations. See Note 8. Debt Obligations in the consolidated financial statements. Includes $11.9 million accelerated amortization for the DDTL Credit Agreement termination.

(2)
Reflected in other expenses in the consolidated statements of operations. See Note 2. Basis of Presentation and Significant Accounting Policies, Other Income (Expenses) in the consolidated financial statements.

(3)
Provision for credit losses for development loan receivables. See Note 2. Basis of Presentation and Significant Accounting Policies, Development Loan Receivables in the consolidated financial statements

(4)
RSUs granted to each member of the Board under the 2024 Incentive Plan. See Note 12. Stock-Based Compensation in the consolidated financial statements.

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The table below is a reconciliation of GAAP net income to AFFO and GAAP earnings per share to AFFO earnings per share for the three months ended December 31, 2025.

Three Months Ended

(in thousands, except share amounts)

December 31, 2025

Net income attributable to Millrose Properties, Inc. common stockholders

$

122,238

Adjustments:

Add: Amortization of deferred financing and issuance costs (1)

2,394

Add: Rating agency expenses (2)

8

Add: Provision for credit loss expense (3)

665

Add: Stock-based compensation expense (4)

307

Total adjustments

3,374

AFFO attributable to Millrose Properties, Inc. common stockholders

$

125,612

AFFO basic earnings per share of Class A and Class B Common Stock

$

0.76

AFFO diluted earnings per share of Class A and Class B Common Stock

$

0.76

Reconciliation of GAAP earnings per share to AFFO per share

GAAP reported basic and diluted earnings per share of Class A and Class B Common Stock

$

0.74

Adjustments:

Add: Amortization of deferred financing and issuance costs (1)

0.01

Add: Rating agency expenses (2)

0.00

Add: Provision for credit loss expense (3)

0.01

Add: Stock-based compensation (4)

0.00

AFFO basic and diluted earnings per share of Class A and Class B Common Stock

$

0.76

Basic weighted average common shares outstanding of Class A and Class B Common Stock

166,003,497

Diluted weighted average common shares

166,039,595

(1)
Reflected in interest expense in the consolidated statements of operations. See Note 8. Debt Obligations in the consolidated financial statements.

(2)
Reflected in other expenses in the consolidated statements of operations. See Note 2. Basis of Presentation and Significant Accounting Policies, Other Income (Expenses) in the consolidated financial statements.

(3)
Provision for credit losses for development loan receivables. See Note 2. Basis of Presentation and Significant Accounting Policies, Development Loan Receivables, net in the consolidated financial statements.

(4)
RSUs granted to each member of the Board under 2024 Incentive Plan. See Note 12. Stock-Based Compensation in the consolidated financial statements.

Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to fund investments and operations, make distributions to our stockholders and meet other general business needs.

As of December 31, 2025, we had $35.0 million cash on hand and approximately $1.225 billion capacity under our Revolving Credit Facility. Our primary sources of liquidity are cash flows from operations and debt financing under our Revolving Credit Facility of $1.335 billion and our Senior Notes of $1.969 billion, net of issuance costs. We believe that our existing cash on hand, cash generated from operations and available capacity under the Revolving Credit Facility will be sufficient to meet our liquidity needs in the short and long term. In the future, we may seek to further raise capital or engage in other forms of borrowings in order to fund future investments or to refinance existing indebtedness. Our ability to satisfy our liquidity requirements depends on our future operating performance, which is affected by prevailing economic conditions, market conditions in the real estate industry and other factors, many of which are beyond our control.

At December 31, 2024, the Predecessor Millrose Business had no cash on hand. Millrose did not have any business operations through its subsidiaries until the completion of the Spin-Off and therefore did not require cash for any operations prior to the Spin-Off.

The Predecessor Millrose Business’s debt at December 31, 2024 and December 31, 2023 was $24.2 million and $32.6 million, respectively. The Predecessor Millrose Business’s debt consisted of promissory notes for the

77

acquisition of land and community development district bonds, with the interest rate of 0.0% and various maturity dates through 2028. The Predecessor Millrose Business had no third-party financing instruments such as credit facilities, term loans and commercial paper programs at December 31, 2024 or December 31, 2023.

Cash Flows for the Years Ended December 31, 2025, 2024, and 2023

Our cash flows for the years ended December 31, 2025, 2024, and 2023 were as follows:

Years ended December 31,

(in thousands)

2025

2024

2023

Cash flows from (used in)

Operating activities

$

3,672,821

$

(917,194

)

$

(865,120

)

Investing activities

(5,722,234

)

-

-

Financing activities

2,084,459

917,194

865,120

Net increase in cash

$

35,046

$

—

$

—

Cash Flows from Operating Activities

Net cash from operating activities was $3.673 billion for the year ended December 31, 2025. Cash inflows included cash generated from takedowns of homesites under option contracts net of deposit credits, option fees from homesites under option contracts, interest paid-in-kind under our development loan agreements, and interest earned on cash held in our bank accounts for operating purposes. Our cash flows from operating activities also included the Predecessor Millrose Business pre-Spin-Off net loss of $25.0 million. Cash outflows consisted of payments of the Management Fee, interest on new debt obligations, and other operating expenses since the Spin-Off.

The increase in cash from operating activities for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily driven by cash received from takedowns net of option deposits credits, option fees related to the Company's homesites under option contracts, and payments received from our development loan agreements following the Spin-Off. The Predecessor Millrose Business did not generate operating cash flows from these activities prior to the Spin-Off. The increases partially offset primarily by higher interest payments we have made on the debt obligations that we have entered into since the Spin-Off.

Net cash provided by operating activities for the year ended December 31, 2024 primarily consisted of the Predecessor Millrose Business pre-Spin-Off net loss, and allocations for increases in stock-based compensation and inventory, partially offset by increases in account payable and accrued expenses. The decrease in operating cash flows for the year December 31, 2024 compared to December 31, 2023 was primarily due to higher Predecessor Millrose Business pre-Spin-Off net loss. All cash used in operating activities for both the fiscal years ended December 31, 2024 and 2023 was allocated to the Predecessor Millrose Business by Lennar and was not generated by the Predecessor Millrose Business itself.

Cash Flows from Investing Activities

Net cash used in investing activities was $5.722 billion for the year ended December 31, 2025. Investing cash outflows consisted of cash paid to acquire the Rausch homesites, cash used to acquire homesites for our homesite option platform net of option deposits, and loans made to counterparties under our development loan agreements. These investing cash outflows were partially offset by option deposit payments received related to the inventory contributed by Lennar at the Spin-Off and principal payments received from counterparties under our development loan agreements.

The decrease in cash from investing activities for the year ended December 31, 2025 compared to the year ended December 31, 2024 reflects our transition from the Predecessor Millrose Business and our strategy to grow our homesite option platform through the acquisition of homesites under option contracts and through the Rausch transaction. The decrease is partially offset by the option deposits and principal payments received under our development loan agreements.

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Cash Flows from Financing Activities

Net cash from financing activities was $2.084 billion for the year ended December 31, 2025. Financing cash inflows consisted of cash contributed by Lennar at the Spin-Off and proceeds received from our debt obligations related to the Revolving Credit Facility, DDTL Credit Facility, and Senior Notes. These financing cash inflows were partially offset by deal costs related to the Spin-Off, financing costs related to our debt obligations, principal repayments of the Revolving Credit Facility and DDTL Credit Facility, dividends paid to our stockholders, and payments on a seller note related to a community acquired from Lennar.

The increase in net cash from financing activities for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily reflected the transition of the Predecessor Millrose Business to our standalone post-Spin-Off capital structure which included cash contributions at the Spin-Off and issuances of new debt, partially offset by principal payments related to our debt obligations and dividends paid to stockholders. Financing activities of the Predecessor Millrose Business for the year ended December 31, 2024 included only net transfers from Lennar and limited debt activity.

Net cash from financing activities for the year ended December 31, 2024 was $917.2 million and primarily consisted of transfers from Lennar of $930.7 million, partially offset by debt repayments of $13.5 million. The increase in net cash provided by financing activities for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to higher net transfers from Lennar and lower debt repayments. All cash from financing activities for both the fiscal years ended December 31, 2024 and 2023 was allocated to the Predecessor Millrose Business by Lennar and was not generated by the Predecessor Millrose Business itself.

See Note 8. Debt Obligations to our consolidated financial statements included in “Part II, Item 8 Financial Statements and Supplementary Data” of this Form 10-K for further description.

Revolving Credit Facility

On the Distribution Date, the Company entered into the Revolving Credit Agreement with a consortium of lenders party thereto and JPMorgan Chase Bank, N.A., as the Revolver Agent. The Revolving Credit Agreement provides for commitments in an aggregate amount of $1.335 billion. Outstanding borrowings under the Revolving Credit Facility were $110 million as of December 31, 2025. Availability under the Revolving Credit Agreement is subject to a borrowing base updated quarterly (or, at our option, monthly), which is calculated by reference to the value of certain real property assets, with advance rates that vary by asset category, and unrestricted cash and cash equivalents, with adjustments as specified in the Revolving Credit Agreement. The Revolving Credit Facility may be used by us to borrow loans or obtain standby letters of credit.

Loans under the Revolving Credit Agreement bear interest at the Adjusted Term SOFR Rate (as defined in the Revolving Credit Agreement) plus an applicable margin at the per annum rate of (i) 2.00%, if the Leverage Ratio (as defined in the Revolving Credit Agreement) is less than or equal to 0.30 to 1.00, (ii) 2.25% if Leverage Ratio is greater than 0.30 to 1.00 and less than or equal to 0.40 to 1.00, and (iii) 2.50% if the Leverage Ratio is greater than 0.40 to 1.00. At the Company's option, loans may instead bear interest at the Alternate Base Rate (as defined in the Revolving Credit Agreement) plus an applicable margin at the per annum rate of 1.00%, 1.25% or 1.50%, depending upon the Leverage Ratio.

Obligations under the Revolving Credit Agreement are secured by pledges by the Company of (i) the Promissory Notes and (ii) the equity interests of MPH Parent and certain other subsidiaries. In addition, the Revolving Credit Agreement requires the Company to pledge (i) certain future intercompany promissory notes and (ii) the equity interests of certain subsidiaries whose equity interests are not pledged to secure intercompany promissory notes. Pursuant to an intercreditor agreement (the “ICA”), dated as of June 24, 2025, by and among the DDTL Administrative Agent and the Revolver Agent, the DDTL Administrative Agent and the Revolver Agent agreed that certain liens on Shared Collateral (as defined in the ICA) securing the DDTL Credit Agreement and the Revolving Credit Agreement were of equal priority, and certain distributions made in respect of Shared Collateral were to be shared on a ratable basis. The ICA was terminated in connection with the prepayment of all outstanding obligations under the DDTL Credit Agreement.

On August 1, 2025, SPE LLC was joined as a guarantor to the Revolving Credit Agreement. On November 21, 2025, MPSAB, LLC was joined as a guarantor to the Revolving Credit Agreement. As of December 31, 2025, there were no other guarantors under the Revolving Credit Agreement. We may elect to join certain of our subsidiaries to the Revolving Credit Agreement as guarantors from time to time, and in certain circumstances, the

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Revolving Credit Agreement requires us to cause certain of our other subsidiaries that are not Taxable REIT Subsidiaries (as defined in the Revolving Credit Agreement) to become guarantors.

On November 21, 2025, the Company entered into Amendment No.1 to the Revolving Credit Facility. The Revolving Credit Facility was amended pursuant to Amendment No.1 to the Revolving Credit Facility to revise certain definitions to effect the granting, perfection, protection, expansion or enhancement of certain security interests for the benefit of the secured creditors thereunder in connection with an internal reorganization of certain subsidiaries of the Company.

The Revolving Credit Agreement includes affirmative and negative covenants applicable to us and our subsidiaries, including limitations regarding liens, investments, asset sales, transactions with affiliates, restrictive agreements, mergers and other fundamental changes, permitted lines of business, financial contracts, and designation of unrestricted subsidiaries. The Revolving Credit Agreement contains financial covenants, tested quarterly, consisting of a maximum Leverage Ratio, a minimum interest coverage ratio, and a minimum tangible net worth. The Revolving Credit Agreement also requires us to be in compliance with all REIT Requirements. As of December 31, 2025, we were in compliance with all covenants under the Revolving Credit Agreement.

The Revolving Credit Agreement contains events of default, including if KL shall cease to be our manager and a replacement manager reasonably acceptable to the required lenders is not appointed within 90 days.

The Revolving Credit Agreement is scheduled to mature on February 7, 2028 (the “Revolving Maturity Date”). Principal amounts and other obligations outstanding under the Revolving Credit Facility are due in full on the Revolving Maturity Date. Interest on each drawdown is due quarterly for loans bearing interest at the Alternate Base Rate and on the last day of the applicable interest payment date for loans bearing interest at the Adjusted Term SOFR Rate.

See Note 8. Debt Obligations to our consolidated financial statements included in “Part II, Item 8 Financial Statements and Supplementary Data” of this Form 10-K for further description.

Delayed Draw Term Loan Facility

On June 24, 2025, the Company entered into 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 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). On September 11, 2025, the receipt by Millrose of the net cash proceeds from the September 2025 Offering triggered a mandatory prepayment under the DDTL Credit Agreement. Millrose used a portion of such net cash proceeds to repay in full all outstanding obligations under the DDTL Credit Agreement. In connection therewith, on September 11, 2025, Millrose terminated the DDTL Credit Agreement and the other loan documents and all of the security interests in the assets of Millrose securing the obligations thereunder were released.

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Loans under the DDTL Credit Agreement bore interest at the Adjusted Term SOFR Rate (as defined in the DDTL Credit Agreement, the “DDTL Adjusted Term SOFR Rate”) plus an applicable margin at the per annum rate of: (i) from (and including) the initial draw date through (and including) 89 days after the initial draw date (a) 2.00% if the Leverage Ratio (as defined in the DDTL Credit Agreement, the “DDTL Leverage Ratio”) was less than or equal to 0.30 to 1.00, (b) 2.25% if the DDTL Leverage Ratio was greater than 0.30 to 1.00 and less than or equal to 0.40 to 1.00, and (c) 2.50% if the DDTL Leverage Ratio was greater than 0.40 to 1.00; (ii) from (and including) 90 days after the initial draw date through (and including) 179 days after the initial draw date (a) 2.25% if the DDTL Leverage Ratio was less than or equal to 0.30 to 1.00, (b) 2.50% if the DDTL Leverage Ratio was greater than 0.30 to 1.00 and less than or equal to 0.40 to 1.00, and (c) 2.75% if the DDTL Leverage Ratio was greater than 0.40 to 1.00; (iii) from (and including) 180 days after the initial draw date through (and including) 269 days after the initial draw date (a) 2.50% if the DDTL Leverage Ratio was less than or equal to 0.30 to 1.00, (b) 2.75% if the DDTL Leverage Ratio was greater than 0.30 to 1.00 and less than or equal to 0.40 to 1.00, and (c) 3.00% if the DDTL Leverage Ratio was greater than 0.40 to 1.00; and (iv) from (and including) 270 days after the initial draw date and thereafter (a) 2.75% if the DDTL Leverage Ratio was less than or equal to 0.30 to 1.00, (b) 3.00% if the DDTL Leverage Ratio was greater than 0.30 to 1.00 and less than or equal to 0.40 to 1.00, and (c) 3.25% if the DDTL Leverage Ratio was greater than 0.40 to 1.00. At the Company’s option, loans may have instead born interest at the Alternate Base Rate (as defined in the DDTL Credit Agreement, the “DDTL Alternate Base Rate”) plus an applicable margin at the per annum rate of 1.00% lower than the applicable margin for DDTL Adjusted Term SOFR Rate loans set forth above, in each case based upon the DDTL Leverage Ratio and the time after initial draw.

Obligations under the DDTL Credit Agreement were secured by pledges by the Company of (i) the Promissory Notes, and (ii) the equity interests of MPH Parent and certain other subsidiaries. In addition, the DDTL Credit Agreement required the Company to pledge (i) certain future intercompany promissory notes and (ii) the equity interests of certain subsidiaries whose equity interests were not pledged to secure intercompany promissory notes. Pursuant to the ICA, the DDTL Administrative Agent and the Revolver Agent agreed that certain liens on Shared Collateral (as defined in the ICA) securing the DDTL Credit Agreement and the Revolving Credit Agreement were of equal priority, and certain distributions made in respect of Shared Collateral were to be shared on a ratable basis. The ICA was terminated in connection with the prepayment of all outstanding obligations under the DDTL Credit Agreement.

The DDTL Credit Agreement included mandatory prepayments applicable to the Company and its subsidiaries in the event net cash proceeds are received from certain debt issuances, certain issuances of capital stock, and certain non-ordinary course dispositions of assets.

The DDTL Credit Agreement included affirmative and negative covenants applicable to the Company and its subsidiaries, including limitations regarding liens, investments, asset sales, transactions with affiliates, restrictive agreements, mergers and other fundamental changes, permitted lines of business, financial contracts, and designation of unrestricted subsidiaries. The DDTL Credit Agreement contained financial covenants, tested quarterly, consisting of a maximum DDTL Leverage Ratio, a minimum interest coverage ratio, and a minimum tangible net worth. The DDTL Credit Agreement also required the Company to maintain its status as a REIT.

The DDTL Credit Agreement contained events of default, including if KL ceased to be the Company’s manager and a replacement manager reasonably acceptable to the Required Lenders (as defined in the DDTL Credit Agreement) was not appointed within 90 days.

The DDTL Credit Agreement maturity date was June 23, 2026 (the “DDTL Maturity Date”). Principal amounts and other obligations outstanding under the DDTL Credit Agreement were due in full on the DDTL Maturity Date. Interest on each drawdown was due quarterly for loans bearing interest at the Alternate Base Rate and on the last day of the applicable interest payment date for loans bearing interest at the Adjusted Term SOFR Rate.

On August 1, 2025, the Company entered into the First Amendment to DDTL. 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 the Designated Issuance from the DDTL Credit Agreement provision that otherwise required 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 was instead 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

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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 initial draw date was June 24, 2025.

On August 1, 2025, SPE LLC was joined as a guarantor to the DDTL Credit Agreement. There were no other guarantors of the DDTL Credit Agreement.

On August 7, 2025, the Company completed the August 2025 Offering, which in accordance with the First Amendment to DDTL, triggered a mandatory prepayment of $500 million of principal amount owed under the DDTL Credit Agreement. On September 11, 2025, the Company completed the September 2025 Offering, which in accordance with the First Amendment to DDTL, triggered a mandatory prepayment of $500 million of the remaining principal amount owed 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 Facility, along with all of the security interests in the assets of the Company securing the obligations under the DDTL Credit Facility. The Company derecognized the remaining debt obligations and recorded the remaining unamortized issuance costs of $11.9 million as interest expense during the third quarter of 2025.

See Note 8. Debt Obligations to our consolidated financial statements included in “Part II, Item 8 Financial Statements and Supplementary Data” of this Form 10-K for further description.

August 2025 Offering of Senior Notes

On August 7, 2025, the Company completed the offer and sale of $1.25 billion aggregate principal amount of its 6.375% Senior Notes due 2030. The 2030 Notes were issued at par value. The Company received net proceeds of approximately $1.23 billion, after deducting the initial purchasers’ discounts and commissions and offering expenses. Net proceeds of the August 2025 Offering were used (i) to repay $500 million principal amount of outstanding borrowings under the DDTL Credit Facility, (ii) to repay $450 million principal amount of outstanding borrowings under the Revolving Credit Agreement, and (iii) for general corporate purposes.

The 2030 Notes were issued and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The 2030 Notes have not been and will not be registered under the Securities Act, or any state securities laws, and, unless so registered, may not be offered or sold in the United States without applicable exemption from the registration requirements of the Securities Act and applicable state securities laws, or blue sky laws and foreign securities laws. The 2030 Notes were issued pursuant to the 2030 Notes Indenture.

The 2030 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 2032 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 2030 Notes.

The 2030 Notes will mature on August 1, 2030. Pursuant to the 2030 Notes Indenture, 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.

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The Company has the option to redeem some or all of the 2030 Notes on or after August 1, 2027 at the redemption prices specified in the 2030 Notes Indenture. Prior to August 1, 2027, the Company may redeem some or all of the 2030 Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest on the 2030 Notes being redeemed plus a “make-whole” premium. In addition, prior to August 1, 2027, the Company may redeem up to 40% of the 2030 Notes with cash in an amount not to exceed the net cash proceeds from certain equity offerings at a redemption price equal to 106.375% of the principal amount being redeemed plus accrued and unpaid interest on the 2030 Notes being redeemed.

The 2030 Notes Indenture includes 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 a number of important qualifications and exceptions as set forth in the 2030 Notes Indenture. Additionally, upon the occurrence of a Change of Control Triggering Event (as defined in the 2030 Notes Indenture), the Company must offer to repurchase all of the 2030 Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. The 2030 Notes Indenture also provides for customary events of default. As of December 31, 2025, the Company was in compliance with all covenants under the 2030 Notes Indenture and there were no events of default.

On December 19, 2025, the Company and MPSAB, LLC entered into a Supplemental Indenture, pursuant to which MPSAB, LLC was joined as a guarantor to the 2030 Notes Indenture. As of December 31, 2025, the 2030 Notes are fully and unconditionally guaranteed on a senior unsecured basis by SPE LLC and MPSAB, LLC.

See Note 8. Debt Obligations to our consolidated financial statements included in “Part II, Item 8 Financial Statements and Supplementary Data” of this Form 10-K for further description.

September 2025 Offering of Senior Notes

On September 11, 2025, the Company completed the offer and sale of $750 million aggregate principal amount of its 6.250% senior notes due 2032. The 2032 Notes were issued at par value. The Company received net proceeds of approximately $737.5 million, after deducting the initial purchasers’ discounts and commissions and offering expenses. Net proceeds of the September 2025 Offering were used (i) to repay the entire $500 million principal amount of outstanding borrowings under the DDTL Credit Facility, and related expenses, and (ii) for general corporate purposes.

The 2032 Notes were issued and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons accordance with Regulation S under the Securities Act. The 2032 Notes have not been and will not be registered under the Securities Act, or any state securities laws, and, unless so registered, may not be offered or sold in the United States without applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws. The 2032 Notes were issued pursuant to the 2032 Notes Indenture.

The 2032 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 2030 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 2032 Notes.

The 2032 Notes will mature on September 15, 2032. Pursuant to the 2032 Notes Indenture, 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.

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The Company has the option to redeem some or all of the 2032 Notes on or after September 15, 2028 at the redemption prices specified in the 2032 Notes Indenture. Prior to September 15, 2028, the Company may redeem some or all of the 2032 Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest on the notes being redeemed plus a “make-whole” premium. In addition, prior to September 15, 2028, the Company may redeem up to 40% of the 2032 Notes with cash in an amount not to exceed the net cash proceeds from certain equity offerings at a redemption price equal to 106.250% of the principal amount being redeemed plus accrued and unpaid interest on the 2032 Notes being redeemed.

The 2032 Notes Indenture includes 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 a number of important qualifications and exceptions as set forth in the 2032 Notes Indenture. Additionally, upon the occurrence of a Change of Control Triggering Event (as defined in the 2032 Notes Indenture), the Company must offer to repurchase all of the 2032 Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. The 2032 Notes Indenture also provides for customary events of default. As of December 31, 2025, the Company was in compliance with all covenants under the 2032 Notes Indenture and there were no events of default.

On December 19, 2025, the Company and MPSAB, LLC entered into a Supplemental Indenture, pursuant to which MPSAB, LLC was joined as a guarantor to the 2032 Notes Indenture. As of December 31, 2025, the 2032 Notes are fully and unconditionally guaranteed on a senior secured basis by SPE LLC and MPSAB, LLC.

See Note 8. Debt Obligations to our consolidated financial statements included in “Part II, Item 8 Financial Statements and Supplementary Data” of this Form 10-K for further description.

Repurchase of Senior Notes

From time to time, we or our affiliates may repurchase our outstanding debt securities through cash purchases or exchanges for other securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

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 maturity dates in March 2026 and December 2027, respectively, 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. See Note 8. Debt Obligations to our consolidated financial statements included in “Part II, Item 8 Financial Statements and Supplementary Data” of this Form 10-K for further description.

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.

Debt to Equity Ratio Limit Right

In addition to the Credit Agreements, Millrose may seek to pursue other debt and expects to have access to a certain amount of debt and equity capital at least a portion of which is intended to be available for use in financing transactions with new counterparties. Millrose may also seek additional third-party financing to satisfy any additional capital needs or raise capital through equity and debt issuances into the market. Additionally, any third-party financing arrangements Millrose enters into may not cause its debt to equity ratio to exceed the Debt to Equity Ratio Limit of 1:1 unless Millrose obtains the prior approval of Lennar.

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Secured Financing Collateral Consent Right

In addition to the Credit Agreements, from time to time, Millrose may enter into various “secured financing arrangements,” which may include but are not limited to secured or collateralized loans, or any other transactions where assets may be pledged or used as collateral to secure the financing instrument, whether or not the security interest is perfected. In such cases, Millrose may use the land assets it holds through its subsidiaries in its Real Estate Portfolio or the proceeds from counterparties’ exercises of purchase options relating to the land assets in Millrose’s Real Estate Portfolio as collateral to secure the financing. While Millrose may, at its discretion, enter into any secured financing arrangements it so chooses (subject to the Debt to Equity Ratio Limit), Millrose is prohibited from granting or selling any security interest whereby the assets pledged pursuant to such security interest include assets acquired from Lennar pursuant to the terms of the Lennar Agreements and Lennar and homesites of Other Counterparties (i.e., mixing the assets into one collateral pool) without Lennar’s prior written consent.

Dividends

On April 15, 2025, the Company paid a dividend of $0.38 to holders of our Class A Common Stock and our Class B Common Stock as of the close of business on April 4, 2025, as declared by the Board on March 17, 2025. On July 15, 2025, the Company paid a dividend of $0.69 to holders of our Class A Common Stock and our Class B Common Stock as of the close of business on July 3, 2025, as declared by the Board on June 16, 2025. On October 15, 2025, the Company paid a dividend of $0.73 to holders of our Class A Common Stock and our Class B Common Stock as of the close of business on October 3, 2025, as declared by the Board on September 22, 2025. On December 22, 2025 the Company declared a dividend of $0.75 to holders of our Class A Common Stock and our Class B Common Stock of record as of the close of business January 5, 2026. This dividend was paid on January 15, 2026.

We intend to make regular dividend payments of at least 90% of our REIT taxable income to holders of our Common Stock out of assets legally available for this purpose. While we do not plan to do so, under currently applicable IRS guidance, approximately 80% of these dividends may be paid in the form of stock dividends, rather than in cash. Dividends will be authorized by our Board and declared by us based on a number of factors including actual results of operations, dividend restrictions under Maryland law or applicable debt covenants, our liquidity and financial condition, our taxable income, the annual distribution requirements under the REIT Requirements, our operating expenses and any other factors our Board deems relevant. Subject to certain exceptions, distributions received from us will not be qualified dividends and will therefore be taxed at ordinary income rates to the extent of our current or accumulated earnings and profits.

Effects of Inflation and Seasonality

Inflation

The real estate market has not been affected significantly by inflation in the past several years due to increases in rents nationwide. Inflation may affect the overall cost of debt, as the implied cost of capital increases. The Board of Governors of the Federal Reserve System, in response to or in anticipation of continued inflation concerns, could continue to raise interest rates. We intend to mitigate these risks through long-term fixed interest rate loans and interest rate derivatives.

Seasonality

The Company's results of operations are not subject to material seasonal fluctuations. While the residential housing market experiences cyclical periods of expansion and contraction due to interest rates and other macroeconomic conditions, these changes are not driven by seasonal factors. By abiding by the Investment Guidelines, operating in accordance with our operating principles and risk mitigation features, we believe our homesite option platform will continue through periods of weak residential housing markets.

Promissory Notes

MPH Parent and other TRSs have issued to Millrose Promissory Notes that are secured by a pledge of all equity interests in the Property LLCs and unrecorded mortgages on certain of our real property assets. In the event that MPH Parent or another TRS of Millrose acquires additional land assets, the Promissory Notes may be further amended to reflect such acquisitions. Alternatively, MPH Parent or another TRS of Millrose may issue one or more additional promissory notes that are similar to the Promissory Notes.

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Mortgages

In connection with the Promissory Notes, each of the Property LLCs delivered fully executed mortgages (the “Mortgages”) with respect to the homesites that they own in favor of Millrose to secure the Promissory Notes. The Mortgages were not recorded initially, but each Property LLC is required to comply with Millrose’s request to amend the Mortgages so that they may be recorded if Millrose so requests.

The homesites covered by the Mortgages will automatically be released from the applicable Mortgage upon (a) payment in full of the applicable Promissory Note or (b) the occurrence of a closing of such homesite in accordance with the Master Option Agreement or Other Agreements. Additionally, any new real property that the Property LLCs acquire while any portion of the Promissory Notes remains unpaid or unsatisfied shall automatically be subject to the lien of the Mortgages or of similar mortgages or deeds of trust.

Pledge and Security Agreements

In connection with the Promissory Notes, MPH Parent and certain other TRSs entered into the Pledge and Security Agreements with Millrose, pursuant to which such TRSs pledged a first priority perfected, continuing security interest in and lien on 100% of its membership interests in each Property LLC and in all proceeds thereof (the “Pledged Collateral”) as collateral for note borrower’s performance of its obligations under the Promissory Notes and Mortgages. Except during the continuance of a Note event of default, note borrower will have the right to receive all distributions, interest and proceeds in respect of the Pledged Collateral.

In the event that a TRS of Millrose acquires additional land assets, the Pledge and Security Agreements may be further amended to reflect such acquisitions. Alternatively, MPH Parent or another TRS of Millrose may enter into one or more additional pledge and security agreements that are similar to the Pledge and Security Agreements.

REIT Tax Election and Income Taxes

We intend to elect to be taxed as a REIT under Sections 856 through 860 of the Code and expect to qualify as a REIT when we file a REIT tax election with our federal income tax return for the taxable year ended December 31, 2025. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our “REIT taxable income,” as defined by the Code, to our stockholders. Taxable income from certain non-REIT qualifying activities is derived through our TRSs and is subject to applicable U.S. federal, state, and local income and franchise taxes. For the year ended December 31, 2025, we recorded consolidated income tax expense of $20.5 million, which was attributable to our TRSs. We had no significant taxes associated with our TRS for the years ended December 31, 2025, 2024, or 2023.

We believe we qualify for taxation as a REIT under the Code, and we intend to continue to be organized and to operate in a manner that will permit us to qualify as a REIT. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders. As a REIT, we will be subject to U.S. federal income tax on our undistributed REIT taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of (1) 85% of our ordinary income, (2) 95% of our capital gain net income and (3) 100% of our undistributed income from prior years. In addition, our TRSs are fully subject to applicable U.S., federal, state, and local income and franchise taxes.

If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate income tax rates, and dividends paid to our stockholders would not be deductible by us in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to stockholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT.

We evaluate the tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” (greater than 50 percent probability) of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year. Our management is required to analyze all open tax years, as defined by the applicable statute of limitations, for all major jurisdictions, which include federal and certain states. We have no examinations in progress and none are expected at this time. We evaluate our tax positions using a two-step process. First, we determine whether a tax position is more likely than not to be sustained

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upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, we determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement. We had no material unrecognized tax benefit or expense, accrued interest or penalties as of December 31, 2024 or December 31, 2025. Our TRSs are subject to U.S. federal income tax as well as income tax of various state and local jurisdictions. When applicable, we recognize interest and/or penalties related to uncertain tax positions on our combined statements of operations and comprehensive income (loss).

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Estimates

The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of our financial statements and the reported amount of revenues and expenses during the reporting period. Our critical accounting estimates are those that involve a high degree of judgment and uncertainty and for which changes in assumptions could have a material impact on our consolidated financial statements. Our significant accounting policies are described in Note 2, Basis of Presentation and Significant Accounting Policies included in Part II, Item 8 of this Form 10-K. The following are the critical accounting estimates that require us to exercise our business judgment or make significant estimates:

Homesites Under Option Contracts

We evaluate our homesite option contracts at inception to determine if they contain a lease as defined under ASC 842. Determining whether these option agreements should be accounted for under ASC 842 required management to apply significant judgment, including assumptions about whether the homebuilders (i) obtain substantially all of the economic benefits from use of the asset and (ii) have elements of control of the optioned assets. Changes in these assumptions could significantly affect the timing of revenue recognition in the Company’s consolidated financial statements. The Company's option contracts with its counterparties grant the counterparties the exclusive right to acquire homesites owned by the Company at predetermined prices and takedown schedules. Although the Company retains legal title to the land during the option agreement term, the counterparties obtain substantive rights to direct the planning, use, and development of the homesites.

Because the Company transfers elements of control of the homesites to the counterparties during the option contract period, we account for homesites under option contract under ASC 842. The Company accounts for option fee contracts as sale-type leases under ASC 842 because the Company concluded that the purchase options are reasonably certain of being exercised. Option fee income is recognized over the term of the contract using an effective interest yield. Monthly option fees may vary over time based on reimbursable development costs, changes in takedown timing or volume, or other contractual adjustments, and such changes are recognized prospectively through an updated effective interest yield over the term of the option contract.

Homesites under option contracts consist of land and related development costs associated with homesites subject to option contracts. The carrying value of homesites under option contracts is recorded based on the Company's capital funded under the option contracts, which includes the land acquisition costs, qualifying development costs and other directly attributable costs incurred on the underlying land. When a counterparty completes a takedown and homesites are transferred in accordance with the option contract, the Company derecognizes the related carrying amount from the balance sheet.

Because our option contracts are accounted for as sales-type leases, the resulting asset, representing our right to received future takedown payments and option fees, is considered a contractual right to receive cash. Therefore, the Company evaluates expected credit losses for homesites subject to option contracts in accordance with ASC 326. Expected credit losses are estimated using a weighted average remaining maturity (“WARM”) methodology, which applies an annual loss rate to the estimated remaining life of the related contract balance and is adjusted for expected cash flows and relevant qualitative factors. Qualitative considerations include the counterparties' consistent payment performance, the absence of delinquencies or defaults since inception, historical charge off rates for residential housing, and cross-collateralization features across certain counterparty arrangements. The Company

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also considers the credit quality of its most significant counterparties. After considering these factors, the Company determined that the risk of loss was immaterial as of December 31, 2025.

Development Loan Receivables, Net

Development loan receivables, net are recorded at amortized cost, which includes principal amounts due and PIK interest, net of principal repayments and an allowance for credit losses. We estimate expected credit losses on development loan receivables in accordance with ASC 326, using a WARM methodology. Under this approach, we apply an annual charge-off rate to the estimated remaining life of the development loan portfolio, adjust for expected cash flows, and further adjust the historical baseline for qualitative factors, including current economic conditions and reasonable and supportable forecasts of future economic conditions. Accrued PIK interest is included in the amortized cost basis of the development loans for purposes of calculating the allowance for credit losses.

The allowance for credit losses is a critical accounting estimate because it requires significant judgment in determining the annual charge-off rate, expected cash flows, and the qualitative adjustments applied to reflect current conditions and forward-looking information. These judgments are informed by ongoing monitoring of borrower and project performance and broader market conditions affecting residential development activity. Changes in borrower performance, collateral values, expected cash flows, portfolio composition, or macroeconomic conditions could result in changes to the allowance for credit losses and the provision for credit losses in future periods.

Recent Accounting Standards

For discussion of recently issued accounting standards, see Note 2. Basis of Presentation and Significant Accounting Policies of the notes to the consolidated financial statements included in “Part II, Item 8 Financial Statements and Supplementary Data” of this Form 10-K.

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