UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On September 21, 2026 (the “Increase Date”), Millrose Properties, Inc., a Maryland corporation (the “Company”), entered into that certain Commitment and Acceptance (the “Commitment and Acceptance”), by and among the Company, Millrose Properties SPE LLC, a Delaware limited liability company, MSAB, LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and Flagstar Bank, N.A. (the “Accepting Lender”). The Commitment and Acceptance was delivered pursuant to Section 2.18 of that certain Amended and Restated Credit Agreement, dated as of March 25, 2026 (as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated as of August 5, 2026, the “Credit Agreement”), among the Company, the lenders from time to time party thereto, the issuing banks party thereto and the Administrative Agent. The Commitment and Acceptance provides for (i) the addition of Flagstar Bank, N.A. as a new lender under the Revolving Credit Facility (as defined in the Credit Agreement) and (ii) the Company’s exercise of the accordion feature under the Credit Agreement to increase the aggregate amount of commitments of the Revolving Credit Facility by $50 million to $1.385 billion.
The foregoing description of the Commitment and Acceptance is not complete and is qualified in its entirety by reference to the Commitment and Acceptance, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is hereby incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 10.1 | Commitment and Acceptance, dated as of September 21, 2026, by and among the Company, Millrose Properties SPE LLC, a Delaware limited liability company, MSAB, LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and Flagstar Bank, N.A. (the “Accepting Lender”). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MILLROSE PROPERTIES, INC. | ||||||
| Date: September 21, 2026 | By: | /s/ Garett Rosenblum | ||||
| Name: | Garett Rosenblum | |||||
| Title: | Chief Financial Officer and Treasurer | |||||