v3.26.1
Debt Obligations
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt Obligations

Note 8. Debt Obligations

The Company’s outstanding debt obligations as of June 30, 2026 consisted of its Senior Notes, borrowings under the Revolving Credit Facility and DDTL Credit Facility, and purchase money mortgages. Debt obligations as of June 30, 2026 and December 31, 2025 were as follows:

 

 

 

June 30,

 

 

December 31,

 

(in thousands)

 

2026

 

 

2025

 

Revolving Credit Facility maturing on March 25, 2030

 

$

 

485,000

 

 

$

 

110,000

 

DDTL Credit Facility maturing on March 25, 2030

 

 

 

 

 

 

 

 

6.375% senior notes due 2030

 

 

 

1,250,000

 

 

 

 

1,250,000

 

6.250% senior notes due 2032

 

 

 

750,000

 

 

 

 

750,000

 

Purchase money mortgages

 

 

 

33,000

 

 

 

 

33,000

 

Total debt obligations

 

$

 

2,518,000

 

 

$

 

2,143,000

 

Debt issuance costs (1)

 

 

 

(39,268

)

 

 

 

(30,938

)

Total debt obligations, net

 

$

 

2,478,732

 

 

$

 

2,112,062

 

 

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

Revolving Credit Facility and Delayed Draw Term Loan Facility

On March 25, 2026 (the “Effective Date”), the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders, which amended and restated the Company’s prior secured revolving credit facility entered into on February 7, 2025. The Credit Agreement provides for (i) a four-year revolving credit facility (the “Revolving Credit Facility”) with commitments in an aggregate amount of $1.335 billion, (ii) a delayed draw term loan facility (the “DDTL Credit Facility”) in an aggregate amount of $500 million that may be utilized during the first year following the Effective Date, 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. Borrowings under the Credit Agreement are subject to compliance with a borrowing base, which is a function of the values from time to time of the properties of the Company and its subsidiaries. The revolving loans and any delayed draw term loans borrowed under the Credit Agreement will mature on March 25, 2030. The Credit Agreement is unsecured. Upon the Effective Date, the liens securing the loans under the Company’s prior secured revolving credit facility were released.

Loans under the Credit Agreement bear interest at the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus an applicable margin at the per annum rate of (i) 2.00%, if the Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 0.30 to 1.00, (ii) 2.25% if the 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 Credit Agreement) plus an applicable margin at the per annum rate of 1.00% lower than the applicable margin for Adjusted Term SOFR Rate loans set forth above, in each case, based upon the Leverage Ratio.

As of the Effective Date, the Company’s obligations under the Credit Agreement are guaranteed by Millrose Properties SPE LLC (“SPE LLC”) and MPSAB, LLC (“MPSAB”), each a directly or indirectly wholly-owned subsidiary of the Company. In certain circumstances, the Credit Agreement requires the Company to cause certain future subsidiaries of the Company that are not Taxable REIT Subsidiaries or SPEs (each as defined in the Credit Agreement) to become guarantors.

The Credit Agreement includes affirmative and negative covenants (as further described in the Credit Agreement) and financial covenants, tested quarterly, consisting of a maximum Leverage Ratio, a minimum interest coverage ratio and a minimum tangible net worth. The Credit Agreement also requires the Company to maintain its status as a REIT.

The loans under the Credit Agreement may be accelerated if an event of default occurs. Events of default include (i) customary events of default and (ii) KL ceasing to be the Company’s manager and the Company failing to appoint a replacement manager reasonably acceptable to the required lenders within 90 days.

For the three and six months ended June 30, 2026, amounts presented for the Revolving Credit Facility reflect borrowings, interest expense, and interest payments under both the Company’s prior secured revolving credit facility from January 1, 2026 through March 24, 2026 and the Revolving Credit Facility from March 25, 2026 through June 30, 2026. As of June 30, 2026, the Company had $485 million outstanding borrowings under the Revolving Credit Facility. Interest expense under the Revolving Credit Facility for the three months ended June 30, 2026 was $6.4 million, including $5.6 million of interest and $0.8 million of amortized deferred financing fees. Interest expense under the Revolving Credit Facility for the six

months ended June 30, 2026 was $12.5 million, including $10.9 million of interest and $1.6 million of amortized deferred financing fees. Interest payments under the Revolving Credit Facility for the three and six months ended June 30, 2026 were $3.8 million and $4.6 million, respectively. The outstanding interest payable as of June 30, 2026 was $6.5 million and is included in other liabilities in the Company’s condensed consolidated balance sheets.

As of June 30, 2026, the Company had no outstanding borrowings under the DDTL Credit Facility. Interest expense under the DDTL Credit Facility for the three and six months ended June 30, 2026 was $0.4 million. There were no interest payments under the DDTL Credit Facility for the three and six months ended June 30, 2026. As of June 30, 2026, issuance costs for the DDTL Credit Facility recorded as a direct deduction of debt were $11.4 million.

Senior Notes

The following senior notes, issued by the Company during the year ended December 31, 2025, were outstanding as of June 30, 2026 (together, the “Senior Notes”):

$1.25 billion of 6.375% senior notes due 2030 (the “2030 Notes”), and
$750 million of 6.250% senior notes due 2032 (the “2032 Notes”).

The Senior Notes are senior unsecured obligations of the Company and are fully and unconditionally guaranteed by SPE LLC and MPSAB. The Senior Notes bear interest at fixed annual rates of 6.375% and 6.250%, respectively, payable semi-annually in arrears. Interest on the 2030 Notes is payable on February 15 and August 15 of each year, beginning on February 15, 2026. Interest on the 2032 Notes is payable on March 15 and September 15 of each year, beginning on March 15, 2026.

The Senior Notes contain customary restrictive covenants, optional redemption provisions, change-of-control repurchase rights, and customary events of default. The Senior Notes rank (i) pari passu with all existing and future senior unsecured indebtedness, (ii) senior to any future subordinated indebtedness, (iii) effectively subordinated to existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, and (iv) structurally subordinated to all existing and future indebtedness of subsidiaries that do not guarantee the Senior Notes.

There were no modifications to the Senior Notes during the three and six months ended June 30, 2026. The Company was in compliance with all applicable covenants and there were no events of default under the indentures governing the Senior Notes.

As of June 30, 2026, the combined carrying amount of the Senior Notes, net of unamortized issuance costs of $27.9 million, was $1.972 billion. Interest expense related to the Senior Notes for the three months ended June 30, 2026 was $33.2 million, including $31.7 million of interest and $1.5 million of amortized issuance costs. Interest expense related to the Senior Notes for the six months ended June 30, 2026 was $66.4 million, including $63.3 million of interest and $3.1 million of amortized issuance costs. No interest payments related to the Senior Notes were made during the three months ended June 30, 2026. Interest payments related to the Senior Notes for the six months ended June 30, 2026 were $65.6 million. Interest payable as of June 30, 2026 was $44.1 million and is classified in other liabilities in the Company’s condensed consolidated balance sheets.

Purchase Money Mortgages

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

Principal payments of $29 million are due in 2026, and $4 million are due in 2027. The land acquired under the purchase money mortgages is recorded within homesites under option contracts in the Company's condensed consolidated balance sheets. As of June 30, 2026, the outstanding balance under the purchase money mortgages was $33 million.