NYSE: MRP

We have one reportable segment that derives revenue primarily from our portfolio of homesites under option contracts. To a lesser extent, we earn interest income on the outstanding loan balance of development loans secured by residential property. Our operations are conducted in the United States. As of December 31, 2025, we had 142,139 homesites in 933 properties (also known as communities) across 30 states.

We intend to elect to be treated as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2025. Millrose Properties, Inc. is a holding company whose operations are conducted primarily through MPH Parent, a Delaware limited liability company and a wholly owned operating subsidiary of Millrose, and other subsidiaries, including Millrose Holdings, a Delaware limited liability company and a wholly owned operating subsidiary of MPH Parent. Millrose and MPH Parent made a joint election to treat MPH Parent as a TRS of Millrose. Accordingly, MPH Parent will be subject to full entity-level taxation in connection with its business operations. Similarly, we expect that our other TRSs will be taxable business entities.

Spin-Off and Other Significant Business Transactions

On February 7, 2025, we completed our Spin-Off from Lennar through a distribution of approximately 80% of our 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. In addition, Millrose entered into the Revolving Credit Agreement with a commitment amount of up to $1.335 billion (together with the Revolving Credit Agreement, the “Revolving Credit Facility”) that is scheduled to mature on February 7, 2028.

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

On May 12, 2025, we entered into a commitment with the New Home Company (“New Home”) for Millrose to provide land banking capital of up to $700 million to support New Home’s acquisition of Landsea Homes (“Landsea”). On June 25, 2025, New Home completed the acquisition of Landsea and we funded land banking capital of $494.5 million at closing, acquiring a portfolio of homesites, subject to option agreements with New Home. As a result of the transaction, we 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.

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In connection with the New Home transaction, on June 24, 2025, Millrose entered into the DDTL Credit Agreement that provided for a delayed draw term loan facility (the “DDTL Credit 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 Facility 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.

During the third quarter of 2025, we strengthened our capital structure through two senior notes offerings:

•
On August 7, 2025, we issued $1.25 billion aggregate principal amount of 6.375% senior notes due 2030, using the net proceeds therefrom 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, we issued $750 million aggregate principal amount of 6.25% senior notes due 2032, using the net proceeds therefrom 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.

On October 10, 2025, Lennar exercised its registration rights pursuant to the Registration Rights Agreement and commenced an offer to exchange the approximately 20% of the total outstanding shares of Class A Common Stock of Millrose that it owned as of September 30, 2025 for outstanding shares of Lennar Class A common stock (the “Exchange Offer”). On November 26, 2025, Lennar announced the results of the Exchange Offer through which Lennar accepted an aggregate of 8,049,594 shares of Lennar Class A common stock in exchange for 33,298,754 shares of Class A Common Stock of Millrose. The Exchange Offer was completed on November 28, 2025. As a result, Lennar now owns a de minimis amount of Common Stock following the completion of the Exchange Offer.

For additional discussion, see “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-K.

Our Business

We provide an operational and capital solution for homebuilders and Land Development companies to enable the acquisition and development of entitled finished homesites. We operate through a comprehensive and proprietary suite of systems and procedures to operate and manage the acquisition, funding and development of entitled homesites on a large scale. We provide capital for development activities on our owned homesites, including the installation of all necessary infrastructure required to build homes, including drainage, sewage, water lines, roads, sidewalks, utility lines, grading, landscaping and, in certain cases, the construction of rental units, recreational facilities, common area elements and other amenities. This Land Development activity is referred to as Horizontal Development. We have also extended development to vertical construction and may continue to extend capital for construction on owned homesites.

Our homesite option platform accelerates homebuilders’ land-light strategies by providing unique access to uninterrupted capital through the continuous deployment and redeployment of takedown proceeds. Our comprehensive suite of systems allows us to acquire properties subject to option agreements with our counterparties, sell properties back to our counterparties as finished homesites are ready for home construction, and use the proceeds from such transactions to finance new acquisitions and development of properties. Unlike private-market, traditional land bank solutions, we continuously recycle our capital to fund land acquisition and development for our counterparties on a consistent basis, rather than returning takedown proceeds to our external investors and re-initiating the capital raising process. This perpetual self-funding recurring process provides us with the ability to generate cash that is then recycled back into future properties, even during periods of market downturn or periods of depressed market conditions.

For our services, we earn income on our homesites under option contracts through recurring option fees paid by our counterparties through the term of the applicable option contract. The total income recognized over the contract term is equal to the option fee under the contract. Once a purchase option is exercised, the homebuilder “takes down,” i.e., acquires, the homesite from us based on a pre-negotiated price equal to the sum of (i) the total land acquisition cost, and (ii) the predetermined budget that Millrose funds in connection with the development of the property. As fully developed homesites are taken down by a homebuilder, our net proceeds are then recycled

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into either (i) future land acquisitions for homebuilders, subject to new option and development agreements, or (ii) capital funding for development on our existing homesites.

While we are continuously receiving and redeploying capital, we are earning current income in the form of monthly option payments from our counterparties, generating cash yield for stockholders.

The following diagram illustrates the key steps in our homesite option platform which is designed to efficiently recycle capital:

(1)
Land purchase net of deposit funded by builder.

Purchase Option on Homesite Assets

Pursuant to the option agreements, our counterparties have the right but not the obligation to purchase finished homesites at predetermined takedown prices and on predetermined takedown schedules. The option contracts, as supplemented by various exhibits or project addenda with respect to the respective properties, set forth the applicable terms and provisions relating to option deposits, monthly option payments, takedown schedules and takedown prices associated with each property.

Counterparty purchase options are issued by Millrose in consideration for the option deposits, which are payments required to be made by a counterparty to Millrose, pursuant to option agreements, in consideration for a purchase option with respect to Millrose's land assets. An option deposit may include (i) an initial deposit paid upon execution of the applicable option agreement and (ii) any additional deposit that may be required under the terms of such agreement, including amounts payable as a termination fee if the counterparty elects not to exercise its purchase option. The option deposit is non-refundable and becomes fully earned, due, and payable upon execution of the applicable agreement. The amount of any option deposit is generally calculated as a percentage of the purchase price for the applicable land assets, as specified in the relevant agreement.

Separately, Millrose receives monthly option payments designed to provide a recurring, cash-consistent income revenue base, supporting our goal of ensuring predictable cash distributions to stockholders.

Homesite Development

Pursuant to the option agreements, our counterparties are obligated to undertake Land Development on our homesite assets. Millrose owns the land assets, while the counterparty performs its work, and then (assuming the counterparty’s exercise of its purchase options) the finished homesites are purchased by the counterparty.

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Our counterparties oversee and execute Land Development and provide related completion and cost guarantees to Millrose. Millrose is solely responsible for funding Land Development up to the predetermined budgets for each property as set forth in the relevant option agreement. If our counterparty undertakes home construction on the homesites prior to exercising its option, the cost of all home construction is borne by the counterparty and not Millrose. Our counterparties are responsible for all Land Development and any home construction on the homesite assets and for obtaining insurance to cover issues relating to Land Development and the construction of the homes, as well as general liability insurance for common third-party claims, such as slip-and-fall accidents, as described under “Part I, Item 2. Properties”. Neither Millrose nor any of its subsidiaries are responsible for maintaining any insurance with respect to the homesites or anything constructed on the homesites.

Exercise of the Option to Purchase Finished Homesites

Once the land is developed and homesites are finished, our counterparties exercise their options to purchase the homesites. As and when homesites are purchased, Millrose collects all pre-negotiated costs for land acquisition and development in the form of takedown payments as consideration for the purchase of finished homesites. The takedown price associated with each property is the sum of the acquisition price of the property that Millrose paid and the predetermined budget that Millrose has funded in connection with the development of the property.

In the majority of our option agreements, if the counterparty terminates, forfeits or otherwise fails to exercise its purchase option, the counterparty is subject to payment of a termination fee and forfeiture of its option deposit, and Millrose may sell the homesites to a third-party buyer. In addition, the majority of our homesite assets are subject, pursuant to Multi-Party Cross Agreements, to pooling arrangements to create cross-termination. Under these agreements, if the counterparty allows its option to expire with regard to a pooled property, it forfeits the option deposits for the entire pool and Millrose has the right, but not the obligation, to terminate the option on the other pooled assets. The pooling of communities is intended to allow us to use multiple properties as collateral for option agreements, thereby spreading the risk across various assets. In the event that one community underperforms or faces difficulties, counterparties would risk losing their option to purchase the other communities in the same pool if they tried to walk away from the underperforming community. This helps protect Millrose against counterparty decisions not to purchase particular properties that have declined in value by enabling Millrose to sell to third parties, free of counterparty purchase options, other properties in the pool that may have increased in value. Pooling arrangements are structured primarily for diversity across geographies, communities, and home types. As of December 31, 2025, 96% of our portfolio investment balance was pooled under these pooling arrangements.

The following diagram illustrates the key steps in our homesite option platform process with regard to our counterparties:

Land Purchase

Land Development

Homesite Acquisition

▪
Millrose through its subsidiaries, purchases and holds title to homesites. The Manager conducts an independent diligence assessment for each transaction in accordance with the Investment Guidelines, including financial, market, entitlement, and environmental reviews.

▪
At each new property closing, Millrose grants a counterparty purchase option to acquire the finished homesites at set prices and schedules.

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Such purchase options require counterparties to pay the option deposit, representing the counterparty’s commitment to the project.

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Counterparty undertakes and completes Land Development on each homesite pursuant to the applicable option agreement.

▪
Millrose pays for the costs of the Land Development as set forth in the applicable agreements.

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Counterparty is responsible for any cost overruns in excess of the maximum development cost agreed at closing. Counterparty is contractually obligated to complete development of land into finished homesites.

▪
At its election, a counterparty may commence or complete home construction on the homesites prior to purchase.

▪
Counterparty exercises its purchase option to acquire finished homesites at the prices and timing detailed in the applicable option contract.

▪
At counterparty’s request, Millrose may deliver the homesites to home buyers directly and will be indemnified by counterparty.

▪
Failure to acquire homesites as agreed results in (1) forfeiture of the option deposit, (2) loss of the right to acquire future homesites, (3) counterparty being required to complete the Land Development on the homesites even if not selling homes and (4) loss of the right to buy other homesites in the pool, where applicable.

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Land Purchase

Land Development

Homesite Acquisition

▪
The majority of homesite assets are pooled pursuant to one or more option contracts.

Millrose is not responsible for funding any portion of the home construction on the homesite. Millrose also does not have the right to force counterparty to undertake or complete home construction on any homesite.

▪
For as long as counterparty maintains its purchase options with respect to any homesites, it is responsible for maintaining insurance coverage with respect to general liability,all Land Development and home construction on the homesites.

▪
Terminations of any purchase option with respect to any property may impact the entire pool in which the property sits if Millrose exercises its cross-termination rights.

Millrose's cash flow from land banking is derived from counterparties' payment of option deposits and monthly option payments, as well as the takedown price when they exercise their purchase option to acquire homesites from Millrose.

Development Loans

While our portfolio is mainly comprised of properties, we also, to a lesser extent, provide development loans which are secured by property intended for residential use. Our strategy is focused on originating loans secured by residential development projects that align with our Investment Guidelines and support stable, long-term income generation. We source transactions through existing relationships with homebuilders and developers and through ongoing market outreach. Each proposed loan undergoes an independent underwriting review, which includes an evaluation of the borrower’s financial strength, project feasibility, market conditions, projected absorption and pricing, collateral value, and expected loan performance.

We structure our loans with credit protections appropriate for the underlying project, which may include covenants, interest reserves, collateral security, and repayment features aligned with the development timeline. Following approval, our Manager actively monitors each loan, including borrower reporting, site inspections, construction progress, and draw requests to ensure compliance with loan terms.

Millrose earns interest income on the outstanding balance of development loans.

Our Objectives and Strategies

Capital Solution for Homebuilders of all Sizes

We envision a transformation in the landscape of land banking, and we are pioneering a self-funding capital vehicle focused on addressing key challenges prevalent in the land banking industry. Prior iterations of land banking were often associated with high cost of capital and a fragmented capital pool funded by private capital, which can be particularly unreliable in more volatile market environments.

In contrast, we believe we herald a new era in funding the acquisition and development of land by providing a permanent capital source, lower cost of capital than traditional alternatives, seamless execution with clear buy-box and due diligence template, and scale that are attractive to many homebuilders and developers.

As a capital recycling platform, our homesite option strategy is designed to perform across market cycles and to be resilient and dependable, and we believe it is poised to redefine the dynamics of land banking as an asset class.

Investment Objective

Our objective is to provide recurring accretive cash returns to our stockholders by providing homebuilders with a just-in-time homesite delivery system through our homesite option platform.

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Portfolio Overview

As of December 31, 2025, our Real Estate Portfolio consisted of 142,139 homesites in 933 communities across 30 states. The following chart summarizes our vast and geographically diverse portfolio as of December 31, 2025:

As of December 31, 2025, our estimated future takedown proceeds were $16.1 billion, which includes property acquisition costs and expected development spend for our communities held as of December 31, 2025.

For additional discussion of our portfolio, see “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-K.

Key Strategies and Risk Mitigation

We have a multipronged investment strategy designed to drive accretive earnings and cash flow growth:

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In addition to our ongoing relationship with Lennar, we continue to strategically expand our counterparty base to other homebuilders, which generally pay higher option rates than Lennar pays under the Master Program Agreement.

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Since the Spin-Off, we completed two larger transactions as a strategic partner in homebuilder mergers and acquisitions, including our acquisition of the Rausch homesites on February 10, 2025 and the acquisition of homesites in connection with New Home’s acquisition of Landsea on June 25, 2025.

We have a conservative leverage profile and financial policy, supported by ample liquidity:

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We are committed to a conservative maximum leverage target of 33% debt to capitalization. Financing arrangements causing Millrose's debt to equity ratio limit to exceed 1:1 require Lennar’s approval under the Lennar Agreements.

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We have a prudent approach to deploying capital amidst a continuously growing investment pipeline.

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We seek to strengthen our capital structure through debt issuances with favorable rates. During the third quarter of 2025, we issued two tranches of senior notes totaling $2.0 billion, replacing short-term bridge capital with longer term debt at favorable rates.

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We are carefully structured for resilience to housing market volatility. We are focused on mitigating risks inherent to land banking, such as duration risk, development cost risk, and development schedule risk pursuant to our Investment Guidelines and by following the operating principles below:

•
In most cases, assets consist of properties for which all discretionary approvals and entitlements have already been obtained, to allow Horizontal Development to begin soon after the acquisition of the land.

•
Counterparties pay a non-refundable deposit as consideration for the grant of the purchase option, which is retained by Millrose in the event of an option termination.

•
Construction agreements contain provisions designed to ensure that cost overruns on any Horizontal Development are guaranteed by the homebuilder.

•
We receive predictable, recurring option payments for the homebuilders to maintain the purchase options to buy back the contracted assets.

•
In most cases, assets are subject to pooling arrangements to create cross-termination triggers.

The duration of assets potentially constrains a traditional land bank’s capacity to fund its land banking portfolio effectively. Our homesite option platform adopts a proactive approach to portfolio construction, aligning cash inflows and outflows in an attempt to mitigate duration risk and support sustained financial stability. Additionally, Millrose seeks to address the possibility of entitlement delays, stemming from government approvals, by structuring deals Millrose believes have minimal approval risk, bolstered by stringent underwriting criteria and comprehensive due diligence processes.

Investment Guidelines

Our Manager acquires property under the following guidelines and conditions, which are set forth in the Management Agreement:

1.
Maintain geographic diversity so that no more than 40% of the total value of the Real Estate Portfolio is concentrated in a single state.

2.
Limit property assets with discretionary entitlements that create unnecessary risk to the projected takedown schedules.

3.
Ensure execution of construction agreement allocating responsibility to counterparty for completion of all sitework and guarantee of costs in excess of budget.

4.
Ensure execution of an option agreement on or prior to closing with a defined takedown schedule.

5.
Invest in property assets with a primary planned use as homesites for single-family detached and/or attached homes.

6.
Invest in property assets that are free from liens and encumbrances or material transfer restrictions and without pending moratoriums on building or development on the property; provided, however, that the real estate assets may be subject to Community Development Districts (CDDs), Mello-Roos Community Facilities Districts (CFDs) (California), Municipal Utility Development Districts (MUDDs) (Texas), or other special-purpose districts or special taxing districts used to finance public improvements and infrastructure.

7.
Invest in property assets for which there is a satisfactory environmental site assessment dated no earlier than 180 days prior to the date of acquisition of such property.

8.
Invest in property assets that allow builder rights to such assets to be assignable.

9.
No investment will be made that would cause Millrose to fail to qualify as a REIT.

10.
No investment will be made that would cause Millrose to register as an investment company under the Investment Company Act.

11.
Subject to the terms of the Allocation Policy and the requirements for maintaining Millrose’s qualification as a REIT, the Manager may invest as it deems appropriate any proceeds of future offerings by Millrose and cash from operations and capital transactions in excess of the amount required for the purchase of property assets.

The Management Agreement includes an Allocation Policy that governs the allocation of investment opportunities between Millrose and certain private funds managed by affiliates of Kennedy Lewis. Transactions

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directed to Millrose by Lennar or Other Counterparties who specifically request to land bank with Millrose, are allocated 100% to Millrose, provided Millrose has Available Capital (as defined in the Allocation Policy). Investment opportunities directly related to existing Kennedy Lewis land banking investments held by funds or vehicles other than Millrose, or from counterparties who request in writing not to engage with Millrose are allocated to certain Kennedy Lewis vehicles identified in the Allocation Policy. All other opportunities follow the Allocation Policy, subject to certain considerations to determine the most appropriate vehicle for the investment. When an opportunity is appropriate for both Millrose and the relevant Kennedy Lewis vehicles, it is allocated on a rotation basis, with Millrose alternating with the Kennedy Lewis vehicles to receive every other investment opportunity that is appropriate for Millrose. The Allocation Policy restricts Kennedy Lewis and its affiliates from raising funds or providing land banking or similar real estate funding for any entity other than Millrose or its subsidiaries without Board consent, subject to certain exceptions.

Our Manager ensures Millrose and its subsidiaries maintain sufficient cash reserves for liquidity, enabling timely capital deployment in response to market conditions. Subject to contractual obligations, the Manager also monitors and, where feasible, adjusts Millrose’s Real Estate Portfolio to align with our business model and investment objectives, supporting long-term growth and resilience.

Trends in Market Demand

We monitor housing market trends to inform our acquisition and diligence criteria, based on evolving consumer housing demand. Structural demand for new affordable housing in geographies with strong employment growth and migration trends continues to drive demand for homesites across many markets. Our approach includes analyzing demographic shifts, migration patterns, and regional growth indicators, as well as real-time home sale data. We adjust our diligence and underwriting strategies based on these insights to ensure that our homesite portfolio is well aligned with local housing demand.

Sources and Continued Availability of Homesites

We acquire homesites through partnerships with homebuilders and land developers in markets aligned with our underwriting criteria. Our sourcing process begins with deep operating relationships with our counterparties to serve their needs for homesites in high-demand regions, as they identify desirable parcels for single family residential development.

We maintain a diversified pipeline of homesites through strategic relationships with multiple builders and by leveraging data-driven tools, which inform our underwriting and acquisition approval process.

Continued Effort to Enhance Homesite Option Platform

Our homesite option platform is designed to provide counterparties with an efficient and reliable source of capital for optimally paced homesite acquisition. We continue to enhance the platform through team additions and technology improvements in order to better inform underwriting and diligence while serving our counterparties efficiently.

Competition

The land banking market is characterized by a competitive landscape shaped by various entities ranging from real estate developers to alternative investment asset managers. Our major competitors are some of the more significant participants in the market, each offering unique structures tailored to meet the expanding needs of homebuilders and land developers. As competition intensifies, innovative approaches and strategic acquisitions become essential for companies to maintain their competitive edge in this dynamic market environment.

Millrose operates in the residential housing finance space, which is generally occupied by residential mortgage REITs and other finance companies deriving revenue from interest income on financing mortgage or other finance arrangements. However, we believe Millrose’s focus on the residential marketplace is in a less competitive niche, competing with a select number of private investment funds and asset managers providing land banking to residential homebuilders. The trending shift of homebuilders towards an asset-light strategy and “just in time” operating model requires having access to a sophisticated perpetual financing partner to unlock enterprise value through more efficient capital investment. Further, high barriers to entry exist due to the operational and administrative requirements of the homesite option platform.

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Millrose is unique in that it currently is the only publicly traded entity engaging in large-scale recycled capital funding of land acquisition and Land Development using our homesite option platform. Our homesite option platform provides greater certainty of available capital through continuous deployment and redeployment of takedown proceeds. Unlike private-market, traditional land bank solutions, we have access to capital to fund land acquisition and Horizontal Development for our counterparties on a consistent basis, as opposed to returning takedown proceeds to investors. Further, our vast and geographically diverse portfolio provides for a footprint in strong markets with positive demographics and growth potential. In addition, we believe that our partnership with our Manager provides a competitive advantage, due to its deep industry experience, proprietary technology, and vertically integrated servicing and asset support division.

Our Manager

We are externally managed by KL, an affiliate of Kennedy Lewis, an institutional alternative investment firm with assets under management in excess of $33.0 billion, including Millrose, as of December 31, 2025. Kennedy Lewis was founded in 2017 and is headquartered in New York City, with additional offices in Miami, Florida and Geneva, Switzerland, as well as an asset servicing arm with offices in Scottsdale, Arizona and Philadelphia, Pennsylvania.

Pursuant to the Management Agreement between Millrose and KL, the Manager, under the supervision of our Board, oversees Millrose's day-to-day operations, including acquisition, management and disposition of land assets, compliance with laws, regulations and public company requirements, operation of our homesite option platform, and ensuring compliance by Millrose with its responsibilities and obligations under the counterparty agreements. We have no separate facilities, and we have no employees. The Manager provides sufficiently experienced and qualified personnel to perform all services, including as executive officers of Millrose and its subsidiaries.

Millrose pays the Manager a quarterly Management Fee equal to 1.25% per annum (0.3125% per quarter) of Tangible Assets. Except for certain reimbursable expenses, all operating expenses incurred by Millrose and its subsidiaries in the ordinary course of business are paid for by the Manager and covered under the Management Fee.

The initial term of the Management Agreement is the period beginning on February 7, 2025 and ending on the third anniversary of such date, automatically renewing annually unless terminated or not renewed. Millrose may terminate the Management Agreement without cause subject to termination fees.

Kennedy Lewis Partnership is a Competitive Advantage

We believe the capabilities of Kennedy Lewis, including its vertically integrated servicing and asset management support division, serve to mitigate risk and add value to our investments. Our Manager’s proprietary technology platform enables us to perform fast, accurate due diligence, process a high volume of transactions, and manage assets across diverse geographies, driving smarter, more informed decisions in real time. Kennedy Lewis’s in-house land banking servicer includes professionals with deep industry experience working at national homebuilders, including Lennar, Hovnanian Enterprises, Inc., Beazer Homes USA Inc., Toll Brothers, Inc., and Woodbridge Builders Corp., as well as land banking platforms at DW Partners, LP and Blackstone Credit, the credit investment arm of The Blackstone Group. This dedicated team provides various value-add asset management services, including:

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Asset monitoring: monitor pace of Land Development and community sales; provide ongoing market and project risk assessment, including home sale pricing and pace of sales; regular site visits.

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Servicing: disbursements of capital for Land Development, sales of homesites to homebuilders and collection of monthly option payments.

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Due diligence and transaction support: gather due diligence documents, coordinate closing documents, compile third-party research for analysis, and populate standard templates that drive financial models.

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(1)
Assets Under Management (“AUM”) is based on most recent documented/approved calculations for clients of investment managers affiliated with Kennedy Lewis. AUM may be calculated based on different factors, which vary depending on the governing documents of the relevant fund. AUM for Millrose are included in this total and are based on the Company's gross assets as of December 31, 2025.

(2)
Personnel of Kennedy Lewis’s in-house land banking servicer are based in Scottsdale, Arizona and Philadelphia, Pennsylvania.

Our Counterparties

Our counterparties are U.S. based homebuilders and Land Development companies.

Master Program Agreement with Lennar

Our largest counterparty is Lennar, which initially contributed $5.5 billion in land assets, net of deposits, and $1.0 billion in cash, at the Spin-Off. These contributions on an unlevered basis allowed us to utilize option deposits and takedown proceeds to finance future acquisitions and Land Development without having to repay the value of the initial contribution. The majority of transactions with Lennar are covered under the Master Program Agreement. For the year ended December 31, 2025, our option fee revenues under the Master Program Agreement were $484.8 million, or 85% of our total annual option fee revenues. For the year ended December 31, 2025, our total option fee revenues from Lennar, which include option fee revenues under the Master Program Agreement and Lennar Related Ventures, were $501.5 million, or 88% of our total annual option fee revenues. For the same period, 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%.

Agreements with Other Counterparties and Lennar Related Ventures

Since the Spin-Off, we have diversified our counterparty base and agreements. Our option contracts under Other Agreements include Other Counterparties and Lennar Related Ventures and are similar in terms and structure to those with Lennar under the Master Program Agreement, although Other Counterparties may not have the same rights and favorable rates as Lennar. We have and will continue to work with new counterparties as part of our efforts to expand and diversify our counterparty base. For the year ended December 31, 2025, our option fee income from counterparties outside of the Master Program Agreement was $86.1 million, or 15% of our total annual option fee revenues. For the year ended December 31, 2025, our total option fee revenues from Other Counterparties were $69.4 million, or 12% of our total annual option fee revenues. For the same period, 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%.

Operational Agreements with Lennar

Below is a summary of our key contractual relationships with Lennar:

Master Program Agreement

On the Distribution Date, Millrose and Lennar entered into the Master Program Agreement. The Master Program Agreement covers the assets transferred by Lennar to Millrose at the time of the Spin-Off as well as other future property assets to be acquired pursuant to the Master Option Agreement and related project addenda, Master Construction Agreement, and other related programmatic agreements with Lennar. The Master Program Agreement provides, among other things, that properties admitted to the program (“Admitted Properties”) will be grouped into pools to ensure geographic and product diversity. Lennar’s payment obligations are capped at $50 million per pool for Spin-Off assets and $25 million per pool for other Admitted Properties. The Master Program Agreement also provides for Lennar to act as a fee builder under certain conditions if purchase options expire. Millrose may extend the program to other residential development companies affiliated with Lennar, subject to predetermined criteria that the future property assets must meet as set forth in the Master Program Agreement, and capital availability.

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The foregoing description of the Master Program Agreement is not complete and is qualified in its entirety by reference to the Master Program Agreement, a copy of which is attached to this Form 10-K as Exhibit 10.4 and is hereby incorporated by reference.

Master Option Agreement

At the time of the Spin-Off, Millrose entered into the Master Option Agreement with certain Lennar entities. Under this agreement, Millrose grants Lennar exclusive options to acquire homesites on Admitted Properties pursuant to project-specific addenda and takedown schedules. The option term begins upon satisfaction of specified conditions, including delivery of deposits and execution of a project addendum, and ends on the final takedown date unless extended or paused under certain circumstances. Lennar may extend acquisition dates, accelerate takedowns, or elect bulk purchases subject to defined limits. The agreement also permits temporary pause periods of up to six months each in response to significant market declines or public health emergencies, during which deadlines are extended and option payments are reduced. In consideration for these options, Lennar makes initial deposits, monthly option payments based on invested capital and an applicable rate, and additional deposits or expenses as specified in the Master Option Agreement.

The foregoing description of the Master Option Agreement is not complete and is qualified in its entirety by reference to the Master Option Agreement, a copy of which is attached to this Form 10-K as Exhibit 10.5 and is hereby incorporated by reference.

Master Construction Agreement

On the Distribution Date, Millrose entered into the Master Construction Agreement with Lennar. This agreement governs Lennar’s obligation to perform Horizontal Development work, including roads, utilities, drainage, and common area improvements. Lennar is responsible for construction methods and coordination and must use commercially reasonable efforts to meet completion dates set forth in the applicable project addenda. Millrose reimburses actual costs up to agreed budgets, while Lennar bears responsibility for cost overruns unless otherwise determined by a consultant. Progress payments are made based on approved applications, with final payment contingent on completion, inspections, lien releases, and other documentation. The Master Construction Agreement includes remedies for nonpayment by Millrose, including offset rights, lien enforcement, and termination provisions and for Lennar’s breach of the Master Construction Agreement, including the deduction of costs and enforcement rights.

The foregoing description of the Master Construction Agreement is not complete and is qualified in its entirety by reference to the Master Construction Agreement, a copy of which is attached to this Form 10-K as Exhibit 10.6 and is hereby incorporated by reference.

Multiparty Cross Agreement

On the Distribution Date, Millrose and Lennar entered into Multiparty Cross Agreements in connection with property pools established under the Master Program, Master Option, and Master Construction Agreement. These Multiparty Cross Agreements provide cross-termination rights within each pool of Admitted Properties. If a purchase option for a pool property pursuant to the Multiparty Cross Agreement is terminated (other than due to Millrose’s default), the applicable Millrose party may terminate options for other properties in the same pool and recover termination fees. Defaults under the Master Option Agreement are generally limited to the affected property and do not trigger defaults for other pool properties. In certain cases, a Lennar party may cure a default by electing a bulk purchase of the affected property without being required to purchase other pool properties, which nullifies previously exercised cross-termination rights.

The foregoing description of the Multiparty Cross Agreements is not complete and is qualified in its entirety by reference to the form of Multiparty Cross Agreement, a copy of which is attached to this Form 10-K as Exhibit 10.7 and is hereby incorporated by reference.

Payment and Performance Guaranty

On the Distribution Date, Millrose and Lennar entered into a Payment and Performance Guaranty in favor of Millrose and its affiliates, pursuant to which Lennar irrevocably and unconditionally guarantees (i) the timely payment of all obligations of its divisions and subsidiaries under the Master Program and Master Option Agreements and (ii) the payment and performance of construction obligations under the Master Construction Agreement. If such obligations are not met, Lennar must satisfy payment or performance upon written demand. The

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Guaranty is absolute, continuing, and survives termination of the related agreements until all guaranteed obligations are fully paid and performed.

The foregoing description of the Guaranty is not complete and is qualified in its entirety by reference to the Guaranty, a copy of which is attached to this Form 10-K as Exhibit 10.8 and is hereby incorporated by reference.

Founder’s Right Agreement

On the Distribution Date, Millrose entered into the Founder’s Rights Agreement with certain Lennar entities. This agreement grants Lennar exclusive rights and benefits that cannot be extended to other parties without Lennar’s consent. Until the occurrence of a Sunset Threshold Event (defined as Lennar’s contributed cash and capital assets falling below 10% of Millrose’s total assets for six consecutive months) Lennar retains consent rights over the selection of any replacement manager or execution of a successor management agreement if the current Management Agreement with KL is terminated or assigned in violation of its terms. Lennar also holds management succession consent rights in the event of a Management Change of Control.

The agreement further provides Lennar with additional rights, including:

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Effective Equity Price Protection Right: If Millrose issues equity within 18 months of the Distribution Date in exchange for future property assets at a price per share lower than Lennar’s initial contribution price, Lennar stockholders will receive additional shares to equalize pricing.

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Capital Priority Right: An evergreen right allowing Lennar to reserve Millrose’s capital for homesite option platform transactions and related development activities during designated reservation periods.

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Enforcement Right: If Millrose fails to convey homesites as required pursuant to the applicable purchase option, Lennar may compel conveyance and suspend monthly option payments.

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Applicable Rate Adjustment Right: If Millrose offers lower option rates to Other Counterparties, Lennar may adjust its rates for land assets acquired in the future.

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Pause Period Designation Right: Lennar may unilaterally pause takedown and construction deadlines for up to six months, subject to certain conditions.

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Debt-to-Equity Ratio Limit and Secured Financing Collateral Consent Rights: Millrose cannot exceed a 1:1 debt-to-equity ratio until the occurrence of a Sunset Threshold Event or pledge properties subject to Lennar’s purchase rights without Lennar’s consent.

The foregoing description of the Founder’s Rights Agreement is not complete and is qualified in its entirety by reference to the Founder’s Rights Agreement, a copy of which is attached to this Form 10-K as Exhibit 10.2 and is hereby incorporated by reference.

Human Capital Management

As of December 31, 2025, Millrose had no employees. Our day-to-day operations are managed by our Manager. Our executive officers serve as officers of our Manager and are employed by an affiliate of our Manager. For a description of the Manager’s responsibilities, please see “—Our Manager”.

Compliance with Governmental Laws and Regulations, including those relating to Environmental Matters

Because we operate as a REIT and own real estate properties, we are required to comply with various governmental laws and regulations, including those relating to environmental matters. Because we are a public company, we also must comply with the Exchange Act.

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Environmental Matters

We have invested, and expect to continue to invest, in real property assets, which are subject to laws and regulations relating to the protection of the environment and human health and safety. Environmental laws and regulations, such as the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), as amended, and analogous state laws, generally impose liability, without regard to fault or legality of the original conduct, on classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include the current owner or operator of a contaminated property, a former owner or operator of the property at the time of contamination, and those persons that disposed or arranged for the disposal of the hazardous substance at the property. Under CERCLA and comparable state statutes, persons deemed “responsible parties” are subject to strict liability that, in some circumstances, may be joint and several for the costs of removing or remediating previously disposed wastes (including wastes disposed of or released by prior owners or operators) or property contamination (including groundwater contamination), for damages to natural resources and for the costs of certain health studies. It also is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. This liability could be substantial. In addition, the presence of hazardous substances, or the failure to properly remediate these substances, may adversely affect our ability to sell, rent or pledge such property as collateral for future borrowings.

Environmental laws and regulations are under constant review for amendment or expansion, and some have been amended to require compliance with new or more stringent standards as of future dates. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require material expenditures by us. Future laws, ordinances or regulations may impose material environmental liability. Additionally, our counterparties' operations and development activities, the existing condition of land when we buy it, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our properties. In addition, there are various local, state and federal fire, health, life-safety and similar regulations with which we may be required to comply, and that may subject us to liability in the form of fines or damages for noncompliance. Any material expenditures, fines, or damages we must pay would reduce our ability to make distributions.

Other Regulations

State and federal laws in this area are constantly evolving, and we intend to monitor these laws and take commercially reasonable steps to protect ourselves from the impact of these laws, including where deemed necessary, obtaining environmental assessments of properties that we acquire; however, we will not obtain an independent third-party environmental assessment for every property we acquire. In addition, any assessment we obtain may not reveal all environmental liabilities or whether a prior owner of a property created a material environmental condition not known to us. The cost of defending against claims of liability, of compliance with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury claims could materially adversely affect our business, assets or results of operations and, consequently, amounts available for distribution.

Seasonality

For a discussion of the seasonality of our business, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Effects of Inflation and Seasonality—Seasonality.”

Available Information

Our website is www.millroseproperties.com. We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings with the SEC are also available to the public from commercial document retrieval services and at the SEC’s website at http://www.sec.gov.

Our Class A Common Stock is listed and traded on the New York Stock Exchange under the symbol “MRP.” Our reports, proxy statements and other information filed with the SEC can also be inspected and copied at the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

We also make available on our website all of the documents (including any amendments thereto) that we file or furnish with the SEC, free of charge, as soon as reasonably practicable after we electronically file such material with the SEC. Our Code of Business Conduct and Ethics, Corporate Governance Guidelines and the charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of our Board

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are also available on our website and in print free of charge to any stockholder who requests them. Requests should be sent by mail to our corporate secretary at our executive office at 600 Brickell Avenue, Suite 1400 Miami, Florida 33131. Information contained on our website is not incorporated by reference into this Form 10-K. We intend to disclose on our website any amendments or waivers to our Code of Business Conduct and Ethics that are required to be disclosed pursuant to Item 5.05 of Form 8-K.

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