Millrose Properties, Inc. filed an 8-K with the SEC on September 22, 2026, disclosing plans to offer up to $1,000,000,000 in aggregate principal amount of senior notes in two separate tranches, subject to market conditions.

Key Highlights

  • Total offering size: Up to $1,000,000,000 in aggregate principal amount of senior notes across two tranches.
  • Tranche one: $500,000,000 in aggregate principal amount of senior notes due 2029.
  • Tranche two: $500,000,000 in aggregate principal amount of senior notes due 2031.
  • Exempt offering: The offering is exempt from registration under the Securities Act of 1933, offered only to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S.
  • Subject to conditions: The offering is subject to market conditions, according to the filing.
  • Signed by: Garett Rosenblum, Chief Financial Officer and Treasurer of Millrose Properties, Inc.

Millrose Properties Announces Two-Tranche Senior Notes Offering

On September 22, 2026, Millrose Properties, Inc. (NYSE:MRP) issued a press release, filed as Exhibit 99.1 to its Current Report on Form 8-K, announcing the planned offering of senior notes in two equal tranches of $500,000,000 each. One tranche is due in 2029 and the other in 2031, for a combined aggregate principal amount of up to $1,000,000,000, according to the filing.

The company disclosed that the offering will be exempt from the registration requirements of the Securities Act of 1933, as amended. The notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to certain non-U.S. persons in reliance on the exemption provided by Regulation S under the Securities Act. The filing states that the notes "have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction."

The filing also notes that certain statements in the report constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, including statements about the offering and the expected use of proceeds. The company disclosed that all such forward-looking statements are qualified by the risk factors in its regulatory filings, and that Millrose undertakes no obligation to update or revise any information contained in the communication beyond the date of the report, except to the extent required by applicable law.

What Was Disclosed

Millrose Properties disclosed plans for a $1,000,000,000 senior notes offering in two $500,000,000 tranches, due 2029 and 2031 respectively, to be offered on an exempt basis to qualified institutional buyers and certain non-U.S. persons, subject to market conditions.