Millrose Properties, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 1. Description of Business

Millrose Properties, Inc. (“Millrose” and, together with its subsidiaries, the “Company”) is a corporation incorporated under the laws of the State Maryland on March 19, 2024 in connection with a spin-off (the “Spin-Off) from Lennar to create an independent, publicly traded company. On February 7, 2025, the Spin-Off was completed through a distribution of 120,983,633 shares of Class A common stock of Millrose, par value $0.01 per share, and 11,819,811 shares of Class B common stock of Millrose, par value $0.01 per share, to Lennar’s common stockholders, together representing approximately 80% of Millrose’s outstanding common stock. Lennar retained 33,200,053 shares of Millrose’s Class A common stock, approximately 20% of Millrose’s outstanding shares of common stock. As a result of the Spin-Off, Millrose became an independent, publicly traded company listed on the New York Stock Exchange under the symbol “MRP”. In connection with the Spin-Off:

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Millrose received contributions from Lennar of $5.5 billion in land assets, representing approximately 87,000 homesites, and $1 billion in cash, which included $585 million of cash deposits related to option contracts;

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Millrose entered into a Revolving Credit Facility (as defined below) with a commitment amount of up to $1.335 billion that is scheduled to mature on February 7, 2028;

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Millrose entered into multiple agreements with Lennar; which include the Founder’s Right Agreement, Registration Rights Agreement, HOPP’R License Agreement, Master Program Agreement, Master Option Agreement, Master Construction Agreement, Multiparty Cross Agreement, Payment and Performance Guaranty, Recognition, Subordination and Non-Disturbance Agreement;

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Millrose entered into a management agreement (the “Management Agreement”) with Kennedy Lewis Land and Residential Advisors LLC (“KL” or the “Manager”) for KL to manage the day-to-day operations of Millrose, subject to the supervision of the Millrose board of directors (the “Board”).

Prior to the Spin-Off, the operations and financial information that represent the business assets that were spun off to Millrose were wholly owned by and under the common control of Lennar and are collectively referred to as the “Predecessor Millrose Business”. After the Spin-Off, Millrose is an independent company that is externally managed and advised by KL with personnel provided by the Manager and officers recommended by the Manager and appointed by the Board, and performing all business operations for Millrose and its subsidiaries.

Millrose is a holding company whose land banking operations are conducted through MPH Parent, LLC (“MPH Parent”), Millrose Properties Holdings, LLC (“Millrose Holdings”), each a Delaware limited liability company and a wholly owned operating subsidiary of Millrose, and other subsidiaries. The Company purchases and develops residential land and sells finished homesites to homebuilders through option contracts with predetermined costs and takedown schedules. As fully developed homesites are taken down by the homebuilder, capital is recycled into future land acquisitions for homebuilders, providing each customer with uninterrupted access to capital. Through its subsidiaries, the Company holds finished homesites with homes under construction, finished homesites imminently ready for construction, land under development, land ready for development and land not yet ready for development. Millrose and its subsidiaries also may make non-land banking investments from time to time.

On February 10, 2025, the Company acquired $1.158 billion in land assets, consisting of 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 Coleman Companies, LLC (“Rausch”), for approximately $859 million in cash, which is net of option deposits funded by Lennar and other holdbacks.

On May 12, 2025, the Company entered into a commitment with 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 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, Millrose entered into the DDTL Credit Agreement (as defined below) 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 Facility (as defined below) 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 in Note 7. Debt Obligations).

On August 7, 2025, the Company completed the offer and sale (the “August 2025 Offering”) of $1.25 billion aggregate principal amount of its 6.375% senior notes due 2030 (the “2030 Notes”). See Note 7. Debt Obligations for further description of the August 2025 Offering.

On September 11, 2025, the Company completed the offer and sale (the “September 2025 Offering”) of $750 million aggregate principal amount of its 6.250% senior notes due 2032 (the “2032 Notes”). See Note 7. Debt Obligations for further description of the September 2025 Offering.

Note 2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Accordingly, certain footnotes or other financial information normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the combined financial statements in the Company’s Form 10-K for the year ended December 31, 2024.

The unaudited condensed consolidated financial statements include the financial statements of the Predecessor Millrose Business prior to the Spin-Off, which are derived from the accounting records of Lennar. The Predecessor financial statements represent a combination of entities under common control that have been prepared under the legal entity method of carving out financial statements and have been prepared based on the assets transferred to Millrose in the Spin-Off. The Predecessor financial statements reflect the expenses directly attributable to the Predecessor Millrose Business, and, land inventory assets and liabilities included in the Spin-Off, at Lennar’s historical basis. The financial statements of the Predecessor Millrose Business may not be indicative of Millrose’s future performance as an independent, publicly traded company following the Spin-Off and do not necessarily reflect what the financial position, results of operations, and cash flows would have been had Millrose operated as a separate, publicly traded company during the periods presented.

The basis of accounting of the Predecessor Millrose Business for the three and nine months ended September 30, 2024 is unchanged from that included in the notes to the combined financials statements in Form 10-K for the year ended December 31, 2024, which includes an allocation of all costs directly attributable to the Predecessor Millrose Business. The basis of accounting for the Predecessor Millrose Business for the nine months ended September 30, 2025 includes an allocation of the average daily expense in 2024, using this allocation method, to the period of January 1, 2025 through February 7, 2025. See “ Sales, General, and Administrative Expenses from Pre-Spin Period” in this Note 2 below for more information.

The unaudited condensed consolidated financial statements after the Spin-Off include the accounts of the Company and its subsidiaries, including Millrose Holdings and other subsidiaries. The basis of presentation of significant accounting policies documented below includes that of Millrose after the Spin-Off as of September 30, 2025.

All intercompany balances and transactions have been eliminated in consolidation.

Segment and Geographic Information

Prior to the Spin-Off, the Predecessor Millrose Business didnot operate as a separate reportable segment. Subsequent to the Spin-Off, the Company operates and derives revenue primarily from its portfolio of homesite inventory through option contracts. The Company also earns interest income on the outstanding loan balance of development loans secured by residential property intended for single-family residential use. As of September 30, 2025, the Company’s operations are conducted in the United States with properties geographically located across 30 states. The Chief Executive Officer serves as the Company’s Chief Operating Decision Maker (the “CODM”) and evaluates performance and resource allocation on a portfolio basis. Additionally, the Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company has asingle operating and reportable segment (the “Reporting Segment”) for disclosure purposes in accordance with GAAP.

Net income attributable to Millrose, as presented on the Company’s unaudited condensed consolidated statements of operations, is a metric utilized by the CODM to assess the Reporting Segment’s performance and allocate resources. Total assets, as presented on the Company’s unaudited condensed consolidated balance sheets, is used to measure the Reporting Segment’s assets.

The Company will continue to monitor operations on an ongoing basis for any changes that may impact segment reporting as required under ASC 280, Segment Reporting.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Cash

The Company considers all investments with an original maturity of three months or less to be cash and cash equivalents. Cash and cash equivalents are recorded at cost, which approximates their fair values due to the short maturity period. As of September 30, 2025, cash was $242.6 millionand consisted of highly liquid deposit accounts and the Company heldno cash equivalents. The Predecessor Millrose Business heldno cash and cash equivalents at December 31, 2024.

Option Fee Receivables

Option fee receivables are stated at their net realizable value. The Company assesses for potential credit losses based on historical experience, creditworthiness of customers, and current economic conditions relevant to the Company. Option fee receivables were$58.2 millionas of September 30, 2025 as compared to $0 as of December 31, 2024.

Option fee receivables consist of amounts due from customers to maintain their purchase options on properties. Option fees are billed monthly and are due in the following month. As of the date of issuance of this Form 10-Q, all option fee receivables as of September 30, 2025 have been collected. Based on the short duration of receivables and collection of the full balance, the Company didnot record a credit allowance as of September 30, 2025.

Inventories

Inventories consist of homesite inventory. Total inventories were$8.4 billion as of September 30, 2025, as compared to $5.5 billion as of December 31, 2024.

The Company accounts for inventories in accordance with ASC 360, Property, Plant, and Equipment. The Company’s inventory is stated at cost and is monitored for indicators of impairment. The Company reviews for indicators of impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indicators are identified, the inventory is written down to fair value. The cost of inventory includes land acquisition costs, land development costs, and other costs directly attributable to homesite development. When inventory is sold to customers through option contracts with predetermined costs and takedown schedules, the book value of the inventory is removed from the balance sheet.

The following roll forward summarizes the change in inventories from the Spin-Off through September 30, 2025:

(1) Includes land contributed of $5.556 billion, less deferred tax asset adjustment of $59.8 million.

(2) Includes land acquired of $1.049 billion plus deferred tax liability adjustment of $116.7 million, less earnest deposits of $7.6 million.

(3) Includes land acquired of $2.871 billion and development costs of $1.174 billion. Land additions include $522.8 million of land assets acquired

in the New Home transaction.

Development Loan Receivables

Development loan receivables as of September 30, 2025 and December 31, 2024 were as follows:

Development loan receivables include principal amounts due on development loans secured by property intended for single-family residential use and the related interest receivable, which is paid-in-kind. The Company accounts for development loan receivables in accordance with ASC 310, Receivables. Development loans are used for residential homesite property development and are recorded at the cost to acquire the principal portion less principal payments.

The Company records the allowance for credit losses in accordance with ASC 326, Financial Instruments - Credit Losses (“CECL”)using a loss-rate method under the CECL model, which considers historical experience, present economic conditions, and other factors considered relevant by the Company. The Company recorded a provision for credit loss expense of $0.3 million during the third quarter of 2025 in the condensed consolidated statements of operations as an estimate of potential future losses.

The following roll forward summarizes the change in development loan receivables from the Spin-Off through September 30, 2025:

Debt Issuance and Financing Costs

The Company records debt issuance and financing costs in accordance with ASC 835, Interest. Issuance costs for the DDTL Credit Facility and 2030 Notes and 2032 Notes (collectively, the “Senior Notes”) are recorded as direct deduction of the carrying value of the debt liability and are classified as debt obligations in the Company’s unaudited condensed consolidated balance sheets. The costs are amortized to interest expense over the life of the debt. As of September 30, 2025, issuance costs for the Senior Notes recorded as a direct deduction of debt, net of accumulated amortization recorded to interest expense, were $33.8 million. During the third quarter of 2025, as a result of the August 2025 Offering and the September 2025 Offering (as described below), and in accordance with the First Amendment to DDTL (as described below), the Company fully repaid the remaining outstanding principal balance and interest on the DDTL Credit Facility. As a result, during the third quarter of 2025, the Company derecognized and recorded the remaining unamortized issuance costs of $11.9 million to interest expense in the Company’s condensed consolidated statements of operations.

Financing costs for the Revolving Credit Facility are classified as other assets in the Company’s unaudited condensed consolidated balance sheets as the costs represent a future economic benefit which provides the Company access to capital over the contractual term. As of September 30, 2025, financing costs recorded as other assets, net of accumulated amortization recorded to interest expense, were $7.7 million for the Revolving Credit Facility.

See Note 7. Debt Obligations.

Builder Deposits

Builder deposits are option deposit payments received from customers under the Company’s option contracts. Builder deposits are contract liabilities for obligations to sell finished homesites to customers when the customers exercise their purchase options. Builder deposits are recorded as a liability at the time of customer payment. When the customers exercise their purchase option and acquire the finished homesite, the builder deposits are applied to the total takedown price owed by the customer. The liability is eliminated as takedown payments are made and recorded, along with the cash payment, as a reduction to the carrying amount of the inventory sold on the Company’s balance sheet. If customers do not exercise their purchase options, the deposit is forfeited as per the terms of the option contracts and recorded as income by the Company. The following is a roll forward of the builder deposit liability for the nine months ended September 30, 2025, which reflects activity after the Spin-Off. There wereno builder deposits for the Predecessor Millrose Business prior to the Spin-Off.

Development Guarantee Holdback Liability

As of September 30, 2025, the Company recorded a holdback liability of $100 million related to a site improvement guarantee (the “Site Improvement Guarantee Amount”) owed to Rausch pursuant to terms of the transaction documents for the acquisition of the Rausch land assets by the Company (the “Transaction Documents”). The Site Improvement Guarantee Amount is due withinten business days of the date that is the later of (i) two years following February 10, 2025, and (ii) the date on which development of 50% of certain assets subject to the Transaction Documents (the “Guaranteed Assets”) has been completed. The amount to be paid to Rausch pursuant to the Transaction Documents is the Site Improvement Guarantee Amount, less the aggregate amount by which actual development costs exceed the budgeted development costs for the Guaranteed Assets or such lesser amounts as may be designated in writing by Rausch.

Revenue Recognition

Option fee revenues

The Company’s primary source of revenue is monthly option payments from Lennar and other customers in consideration for maintenance of a purchase option with respect to a property. The Company enters into option contracts that grant its customers the exclusive option to purchase finished homesites using predetermined costs and takedown schedules. In consideration for the grant of the purchase option, the Company receives payments which include monthly option payments to maintain the exclusive purchase option of a property.

The Company recognizes option fee revenues in accordance with ASC 606, Revenue from Contracts with Customers, using the five-step model:

Identify the contract with a customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to the performance obligations.

Recognize revenue when the performance obligation is satisfied.

Monthly option payments are recorded as option fee revenue on a monthly basis, over time, for the period the performance obligation to provide the exclusive purchase option is satisfied. Monthly option payments are calculated by applying a fixed contractual rate per terms of the option contract to (i) total value of the property or acquisition cost of the property (ii) the amount of reimbursements made by the Company to customers for the cost of horizontal development or vertical development of the property, less (x) the takedown prices paid by customers to the Company and (y) any other payments or reimbursements paid by customers to the Company (which for the Transferred Assets from Lennar excludes deposits). At the end of each month, the Company calculates and invoices the monthly option fee to its customers for the cash consideration it expects to receive per terms of the option contract. The monthly option fee is recorded as option fee revenue in the period earned with an associated option fee receivable recorded in the accompanying balance sheets until payments are received. Monthly option payments are due within the following calendar month and reflect the amounts billed.

For the three months ended September 30, 2025 and September 30, 2024, option fee revenues were $170.3 million and $0, respectively. For the nine months ended September 30, 2025 and September 30, 2024, option fee revenues were $391.5 million and $0, respectively. For the three and nine months ended September 30, 2025, option fee revenue earned from Lennar was 84% and 91% of total option fee revenue, respectively, which is calculated per the terms of the Master Option Agreement.

Development loan income

The Company earns interest income on the outstanding loan balance of development loans secured by residential property. Development loan income is recorded in accordance with ASC 310, Receivables. The Company records the revenue on a monthly basis as the interest is earned. All interest earned is paid-in-kind.

For the three months ended September 30, 2025 and September 30, 2024, development loan income was $8.9 million and $0, respectively. For the nine months ended September 30, 2025 and September 30, 2024, development loan income was $19.5 million and $0, respectively.

Pursuant to the Management Agreement, the Company pays KL a management fee in an amount equal to 1.25% per annum (0.3125% per quarter) of Tangible Assets, as defined in the Management Agreement (the “Management Fee”). The Management Fee is due and payable quarterly in advance as of the first day of each quarter and is reviewed by the Board.

Except for certain reimbursable expenses, all expenses incurred by Millrose and its subsidiaries in the ordinary course of business are covered under the Management Fee, including the costs of all administrative and operating functions and systems, office space and office equipment, public company expenses, expenses incurred in maintaining the Company’s REIT status, compensation and fees paid to officers, employees, directors, vendors, consultants, advisors, and other outside professionals. All employees are employed by KL (or an affiliate of KL), and their salaries are paid by KL (or an affiliate of KL); therefore the Company does not record personnel-related expenses, including salaries, benefits, and share-based compensation for any employees. All cash compensation and fees paid to the Board are also paid by KL and covered by the Management Fee. The Management Fee does not cover certain offering expenses, rating agency fees, fees incurred for services in connection with extraordinary litigation and mergers and acquisitions and other events outside the Company’s ordinary course of business, and, in certain circumstances, costs associated with the ownership and maintenance of land.

The Management Fee for the three months ended September 30, 2025 was$25.9 million. The Management Fee for the nine months ended September 30, 2025 was $60.0 million, which covers the period from the Spin-Off date of February 7, 2025 through September 30, 2025 based on the number of days that the Management Agreement was in effect.

Stock-Based Compensation

On December 17, 2024, the Company’s sole stockholder at the time and its Board adopted the Millrose Properties, Inc. 2024 Omnibus Incentive Plan (the “2024 Incentive Plan”). The 2024 Incentive Plan authorizes the award of stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, and other stock-based awards to the Company’s employees, officers, directors, consultants and advisors. The Company accounts for RSU awards based on the grant date fair valueand records the costs on a straight-line basis over the vesting terms as stock-based compensation expense in operating expenses and as an increase to additional paid in capital. See Note 11. Stock-Based Compensation for additional information.

Sales, General, and Administrative Expenses from Pre-Spin Period

Sales, general, and administrative expenses from pre-spin period are costs directly attributable to the Predecessor Millrose Business prior to the Spin-Off, and include pre-Spin-Off operating and employee compensation costs for dedicated regional and divisional land teams tasked with acquiring and developing the homesites Lennar transferred to Millrose in the Spin-Off. For the three and nine months ended September 30, 2024, these expenses were allocated to the Predecessor Millrose Business on a specific identification basis or, when specific identification was not practicable, a proportional cost allocation method primarily based on headcount, usage, or other allocation methods depending on the nature of the services. For the nine months ended September 30, 2025, these expenses included an allocation for the period from January 1, 2025 through February 7, 2025 calculated as (i) the average daily expense allocated and recorded for the twelve months ended December 31, 2024, applied to (ii) days in the first quarter 2025 prior to the Spin-Off. The Company believes the allocation is representative in all material respects to the costs that are directly attributable to the Predecessor Millrose Business for the period from January 1, 2025 through February 7, 2025. Sales, general, and administrative expenses from pre-spin period were $25.0 million for the period of January 1, 2025 through February 7, 2025. Sales, general, and administrative expenses for the three and nine months ended September 30, 2024 were $63.7 million and $180.4 million, respectively.

Predecessor Millrose Business Income Taxes

The basis of accounting for income taxes for the Predecessor Millrose Business for the three and nine months ended September 30, 2025 is unchanged from that disclosed in the notes to the combined financials statements included in Millrose’s Form 10-K for the year ended December 31, 2024. See Note 9. Income Taxes for additional information.

Income Taxes

The Company records income taxes using the asset and liability method set under ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as net operating loss and tax credit carryforwards as applicable. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the year in which the temporary differences are expected to be recovered or paid. The effect of the change in tax rates is recognized in earnings in the period when the changes are enacted. Interest related to unrecognized tax benefits is recognized in the financial statements as a component of income tax expense.

Deferred tax assets are recognized to the extent that it is more likely than not that they will be realized. The Company reviews the potential realization of deferred tax assets and establishes a valuation allowance to reduce the deferred tax assets if it is determined more likely than not that some portion, or all, of the deferred tax assets will not be realized. The Company considers all available positive and negative evidence, including recent financial performance, actual earnings (losses), future reversals of existing temporary differences, projected future taxable income, and tax planning strategies.

Millrose intends to elect to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ending December 31, 2025. As Millrose qualifies as a REIT, it generally will not be subject to U.S. federal income tax on its net income that it distributes to its stockholders. To maintain its qualification as a REIT, Millrose will be required under the Code to distribute at least 90% of its REIT taxable income (without regard to the deduction for dividends paid and excluding net capital gains) to its stockholders and meet certain other requirements. If the Company fails to maintain its qualification as a REIT in any taxable year, it will then be subject to federal income taxes on its taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants Millrose relief under certain statutory provisions. Such an event could have a material adverse effect on its net income and net cash available for distribution to its members.

Millrose intends to elect for its wholly owned subsidiaries MPH Parent and Millrose Holdings as well as its indirectly wholly owned subsidiary RCH Holdings, Inc. to be taxable as taxable REIT subsidiaries (“TRSs”) and may form or acquire other direct or indirect wholly owned subsidiaries that will also elect to be taxed as TRSs in the future. TRSs are subject to taxation at regular corporate income tax rates.

See Note 9. Income Taxes for additional information.

Other Income (Expense)

The Company records revenue and expenses that are not directly related to the core operations of the Company as other income and expense. Other income (expense) for the three months ended September 30, 2025 was $41.9 million expense and included interest expense of $43.7 million for the Revolving Credit Facility, DDTL Credit Agreement, and Senior Notes, other expenses of $0.6 million, offset by interest income of $2.4 million related to cash balances. Other income (expense) for the nine months ended September 30, 2025 was a $52.7 million expense and included interest expense of $56.6 millionfor the

Revolving Credit Facility, DDTL Credit Agreement, and Senior Notes; other expenses of $1.5 million, offset by interest income of $5.4 million related to cash balances. Interest expense for the three and nine months ended September 30, 2025 included $11.9 million of accelerated issuance cost amortization for the DDTL Credit Agreement as a result of the mandatory prepayment and paydown of the full outstanding principal amount of the loans outstanding under the DDTL Credit Agreement and all other outstanding obligations thereunder with the net proceeds from the September 2025 Offering on the date of such offering. See Note 7. Debt Obligations for further description of the September 2025 Offering.

Fair Value Measurements

Certain assets and liabilities are required to be reported at fair value under GAAP. The framework for determining fair value provided by GAAP prioritizes the inputs used in measuring fair value as follows:

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Level 1: Fair value determined based on quoted prices in active markets for identical assets or liabilities.

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Level 2: Fair value determined using significant other observable inputs.

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Level 3: Fair value using significant other unobservable inputs.

As of September 30, 2025 and December 31, 2024, there were no assets or liabilities measured at fair value on a recurring basis. Cash, option fee receivables, and other current liabilities approximate their fair values due to their short-term nature. The Senior Notes have a recorded value that approximates fair market value, as it bears interest at a rate that approximates fair market value. The Company’s inventories and development loan receivables are stated at cost and are monitored for indicators of impairment. If any such indicators are identified, the inventories and development loan receivables are written down to fair value. As of September 30, 2025 and December 31, 2024, no indicators of impairment were noted.

Recent Accounting Standards

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements on an interim and annual basis. ASU 2024-03 will be effective for the Company’s fiscal year ending December 31, 2027. Early adoption is permitted. The Company has elected not to early adopt and is currently evaluating the potential impact of ASU 2024-03 on its financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09 (“ASU 2023-09”) Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires public companies to annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 will be effective for the annual reporting periods in fiscal years beginning after December 15, 2024. The Company does not expect it to have a material effect on its financial statements and disclosures.

Note 3. Business Transactions

Spin-Off from Lennar

On February 7, 2025, the Company completed the Spin-Off from Lennar through a distribution of approximately 80% of Millrose’s common stock to Lennar stockholders. Lennar retained the remaining 20% of total outstanding shares of Millrose’s common stock. The Company assessed the Spin-Off as a nonreciprocal transfer of assets from Lennar to its stockholders and accounted for it under ASC 845, Nonmonetary Transactions. The Company further assessed the assets transferred from Lennar as meeting the definition of a business under ASC 805, Business Combinations. The Company concluded that the transferred assets and activities collectively constitute a business under ASC 805, as they include (i) substantive inputs (homesite inventory and cash), (ii) processes (Lennar services as defined under the Master Program Agreement), and (iii) the capability to produce outputs (option fee income). The Company recorded the assets acquired and liabilities assumed based on the carrying value of these items as they were reflected on Lennar’s books and records as of the closing of the transaction. The strategic rationale for the Spin-Off is documented in Note 1. Description of Business.

The following are the Spin-Off related transactions, and accounting adjustments that the Company made in its unaudited condensed consolidated financial statements after the Spin-Off:

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The Spin-Off was completed through a distribution of 120,983,633 shares of Class A common stock of Millrose, par value $0.01 per share, and 11,819,811 shares of Class B common stock of Millrose, par value $0.01 per share, to Lennar common stockholders. The par value of $1.3 million for this common stock issued was recorded as stockholders’ equity in the Company’s unaudited condensed consolidated balance sheets;

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Lennar retained 33,200,053 shares of Class A common stock of Millrose, par value $0.01 per share. The par value of $0.3 million for these shares issued was recorded as stockholders’ equity in the Company’s unaudited condensed consolidated balance sheets;

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Millrose received contributions from Lennar of $5.5 billion in land assets, representing approximately 87,000 homesites, and $1.0 billion in cash, which included $584.8 million of cash deposits related to option contracts. The Company recorded (i) the cash and land contributions as cash and homesite inventory, respectively, and (ii) the cash deposits for option contracts as builder deposit liabilities, in its unaudited condensed consolidated balance sheets;

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The Company recorded liabilities for (i) seller notes of $19.0 million, and (ii) prepaid due diligence costs of $77.9 million acquired as part of the Spin-Off, in its unaudited condensed consolidated balance sheets; and

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The Company recorded a deferred tax asset of $59.8 million in its unaudited condensed consolidated balance sheets.

The total Spin-Off related stockholders equity for contributions from Lennar was approximately $5.9 billion, which the Company recorded as additional paid-in capital in its unaudited condensed consolidated balance sheets. The Predecessor Millrose Business equity at the Spin-Off date was $5.2 billion, which was reversed from the Company’s unaudited condensed consolidated balance sheets as of the Spin-Off date.

In connection with the Spin-Off, the Company incurred approximately $77.9 million of Spin-Off related costs, primarily consisting of accounting, legal, banking, and advisory fees. These costs were recorded as incurred as a reduction of equity in the unaudited condensed consolidated financial statements.

Acquisition of Rausch Land Assets

On February 10, 2025, the Company completed the acquisition of land from Rausch consisting of approximately 25,000 homesites for approximately $859 million in cash, net of option deposits funded by Lennar and other holdbacks. The Company funded the transactions using cash on hand. The Company assessed the acquired land assets as not meeting the definition of a business under ASC 805, Business Combinations and accounted for the transaction as an asset acquisition. Under ASC 805, Business Combinations, the cost of acquisition is allocated to the assets acquired on a relative fair value basis and no goodwill is recognized. Millrose did not incur transaction costs for the Rausch acquisition.

Land assets acquired were $1.158 billion, consisting of $858.9 million in cash, net of $90.3 million in option deposits, $100.0 million of development guarantee holdbacks, $116.7 million of deferred tax liabilities, and $7.6 million of earnest deposits.

The acquired land assets were recorded at the acquisition cost as homesite inventory in the Company’s unaudited condensed consolidated balance sheets. The Company recorded in its unaudited condensed consolidated balance sheets (i) the option deposits as builder deposit liabilities (ii) the development guarantee holdbacks as a holdback liability (iii) the deferred taxes as deferred tax liabilities, and (iv) earnest deposits as other assets.

New Home Company 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. The Company assessed the acquired land assets as not meeting the definition of a business under ASC 805, Business Combinations and accounted for the transaction as an asset acquisition. Under ASC 805, Business Combinations, the cost of acquisition is allocated to the assets acquired on a relative fair value basis and no goodwill is recognized.

The acquired land assets were recorded at the acquisition cost as homesite inventory in the Company’s unaudited condensed consolidated balance sheets. The Company recorded in its unaudited condensed consolidated balance sheets the option deposits as builder deposit liabilities.

Note 4. Related Party Transactions

Prior to the Spin-Off, the Company was a wholly owned subsidiary of Lennar. Following the Spin-Off, Millrose is an independent company of which 20% of its shares are owned by Lennar as of September 30, 2025. The primary transactions between the Company and Lennar consist of payments for (i) monthly option payments from Lennar in consideration for its purchase options on properties, (ii) option deposits paid by Lennar for the exclusive purchase option of a property, and (iii) cash payments from Lennar when homesite purchase options are exercised.

As of September 30, 2025, the Company recorded the following related to Lennar in the unaudited condensed consolidated financial statements:

•

Homesite inventory of $7.1 billion;

•

Development loan receivables of $302.7 million, and;

•

Option deposit liabilities of $697 million.

For the three and nine months ended September 30, 2025, the Company derived 85% and 92% of its total operating revenues, respectively, from Lennar. Given the concentration of revenue from Lennar, any significant adverse in Lennar’s financial condition could impact the Company’s operations and financial position. The Company believes it is not exposed to significant credit risk for Lennar as of the date of these unaudited consolidated condensed financial statements.

Following the Spin-Off, the Company is externally managed and advised by KL. The Company pays a Management Fee each quarter as described in Note 2. Basis of Presentation and Significant Accounting Policies, Management Fee. For the three and nine months ended September 30, 2025, the management fee paid to KL was$25.9 million and $60 million, respectively. There wereno amounts payable to or amounts receivable from KL as of September 30, 2025.

Note 5. Other Assets

Other assets as of September 30, 2025 and December 31, 2024 were as follows:

(1) Deferred financing costs for Revolving Credit Facility.

(2) Includes net earnest deposits of $4.0 million and due diligence costs for Rausch land acquisition of $1.8 million.

(3) Primarily includes prepaid taxes of $8.5 million.

Note 6. Other Liabilities

Other liabilities as of September 30, 2025 and December 31, 2024 were as follows:

(1) Payable for dividend declared by the Company on September 22, 2025, and paid on October 15, 2025. See Note 10.

(2) Loan payable to lender specific to a community acquired from Lennar.

(3) Accrued interest payable for Revolving Credit Facilityof $0.9 million and Senior Notes of $14.8 million.

(4) Includes accrued issuance costs for Senior Notes of $3.0 million and other deposits of $0.2 million.

Note 7. Debt Obligations

Debt obligations as of September 30, 2025 and December 31, 2024 were as follows:

(1) Unamortized debt issuance costs.

Revolving Credit Facility

On February 7, 2025, the Company entered into a credit agreement (the “Revolving Credit Agreement”) with a consortium of lenders party thereto JPMorgan Chase Bank, N.A., as administrative agent for the lenders (the “Revolver Agent”). The Revolving Credit Agreement provides for a revolving credit facility (the “Revolving Credit Facility”) with commitments in an aggregate amount of $1.335 billion. There wereno outstanding borrowings under the Revolving Credit Facility as of September 30, 2025. Availability under the Revolving Credit Agreement is subject to a borrowing base updated quarterly(or, at the Company’s 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 the Company 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 Millrose of (i) the promissory notes MPH Parent and certain of its subsidiaries to Millrose (the “Promissory Notes”), and (ii) the equity interests of Millrose Holdings. In addition, the Revolving Credit Agreement requires the Company to pledge (i) certain future promissory notes similar to the Promissory Notes that Millrose may enter into with other subsidiaries and (ii) the equity interests of any other subsidiaries whose equity interests are not pledged for the benefit of the Promissory Notes or any other similar promissory note or notes. Pursuant to an intercreditor agreement (the “ICA”), dated as of June 24, 2025, by and among the DDTL Administrative Agent (as defined below) 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 (as defined below) and the Revolving Credit Agreement were of equal priority, and certain distributions made in respect of Shared Collateral were 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, Millrose Properties SPE LLC, a subsidiary of the Company (“Millrose Properties SPE”), was joined as a guarantor to the Revolving Credit Agreement. As of September 30, 2025, there were no other guarantors under the Revolving Credit Agreement. The Company may elect to join certain of our subsidiaries to the Revolving Credit Agreement as guarantors from time to time and, in certain circumstances, the Revolving Credit Agreement requires the Company to cause certain other subsidiaries that are not Taxable REIT Subsidiaries (as defined in the Revolving Credit Agreement) to become guarantors.

The Revolving Credit Agreement includes 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 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 the Company to maintain its status as a REIT. As of September 30, 2025, the Company was 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 the Company’s manager and a replacement manager reasonably acceptable to the Required Lenders (as defined in the Revolving Credit Agreement) 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.

There wasno outstanding principal balance under the Revolving Credit Facility at September 30, 2025. Interest expense for the three months ended September 30, 2025 was $3.8 million, which included $3.0 million of interest and $0.8 million of amortized deferred financing fees. Interest expense for the nine months ended September 30, 2025 was $15.3 million, which included $13.2 million of interest and $2.1 million of amortized deferred financing fees. Interest payments for the three and nine months ended September 30, 2025 were$3.5 million and $12.2 million, respectively. The outstanding interest payable at September 30, 2025 was$0.9 million and is classified in other liabilities in the Company’s unaudited condensed consolidated balance sheets.

Delayed Draw Term Loan Facility

On June 24, 2025, the Company entered into a credit agreement (as amended, 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 a delayed draw term loan facility (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). Borrowings under the DDTL Credit Facility bore interest at the Adjusted Term SOFR Rate (as defined in the DDTL Credit Agreement), plus an applicable per annum spread rate of 2.00%-3.25% based on the Leverage Ratio (as defined in the DDTL Credit Agreement) and the number of days after the initial draw date.

The DDTL Credit Agreement maturity date was June 23, 2026. On September 11, 2025, the receipt by the Company of the net cash proceeds from the September 2025 Offering triggered a mandatory prepayment 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 Agreement along with all of the security interests in the assets of the Company securing the obligations. The Company derecognized the remaining debt obligation and recorded the remaining unamortized issuance costs of $11.9 million as interest expense for the three months ended September 30, 2025.

Interest expense for the three months ended September 30, 2025 was $24.4 million, which included $9.6 million of interest and $14.8 million of amortized issuance costs. Interest expense for the nine months ended September 30, 2025 was $25.7 million, which included $10.7 million of interest and $15.0 million of amortized issuance costs. Interest payments for each of the three and nine months ended September 30, 2025 were$10.7 million. There wasno outstanding interest payable at September 30, 2025.

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.

The 2030 Notes were issued pursuant to an indenture, dated as of August 7, 2025 (the “2030 Notes Indenture”), among the Company, the subsidiary guarantors from time to time party thereto and Citibank, N.A., as trustee. The 2030 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Millrose Properties SPE.

The 2030 Notes and the guarantee are the Company’s and the guarantor’s general senior unsecured obligations and are (i) pari passu in right of payment with all of the Company’s and the guarantor’s 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 guarantor, (iii) effectively subordinated to all of the Company’s and the guarantor’s 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.

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 limits the Company’s and its restricted 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 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 September 30, 2025, the Company was in compliance with all covenants under the 2030 Notes Indenture and there were no events of default.

The carrying amount of the 2030 Notes at September 30, 2025, net of unamortized issuance costs of $21.4 million, was $1.23 billion which the Company classified as debt obligations in its unaudited condensed consolidated balance sheets. Interest expense for the three months ended September 30, 2025 was $12.8 million, which included $12.2 million of accrued interest and $0.6 million of amortized issuance costs. The outstanding interest payable at September 30, 2025 was $12.2 million and is classified in other liabilities in the Company’s unaudited condensed consolidated balance sheets.

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 initial purchaser discounts and commissions and offering expenses.

The 2032 Notes were issued pursuant to an indenture, dated as of September 11, 2025 (the “2032 Notes Indenture”), among the Company, the subsidiary guarantors from time to time party thereto and Citibank, N.A., as trustee. The 2032 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Millrose Properties SPE.

The 2032 Notes and the guarantee are the Company’s and the guarantor’s general senior unsecured obligations and are (i) pari passu in right of payment with all of the Company’s and the guarantor’s 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 guarantor’s 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 paid payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15,2026.

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 not to exceed the net cash proceeds from certain equity offerings at a redemption price equal to 106.250% of the being redeemed plus accrued and unpaid interest on the 2032 Notes being redeemed.

The 2032 Notes Indenture includes certain restrictive covenants that limits the Company’s and its restricted 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 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 September 30, 2025, the Company was in compliance with all covenants under the 2032 Notes Indenture and there were no events of default.

The carrying amount of the 2032 Notes at September 30, 2025, net of unamortized issuance costs of $12.4 million, was $737.6 million which the Company classified as debt obligations in its unaudited condensed consolidated balance sheets. Interest expense for the three months ended September 30, 2025 was $2.7 million, which included $2.6 million of accrued interest and $0.1 million of amortized issuance costs. The outstanding interest payable at September 30, 2025 was $2.6 million and is classified in other liabilities in the Company’s unaudited condensed consolidated balance sheets.

Predecessor Millrose Business Debt

The Predecessor Millrose Business’s debt as of September 30, 2024 consisted of promissory notes for the acquisition of land and community development district bonds. There was no outstanding Predecessor Millrose Business debt recorded on the Company’s unaudited condensed consolidated financial statements as of September 30, 2025.

Note 8. Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies, if any, are expensed as incurred. There is no material litigation nor, to management’s knowledge, any material litigation currently threatened against the Company. As of September 30, 2025, the Company had $5.9 billion of future land development commitments associated with its option contracts with Lennar and $1.4 billion of future land development commitments associated with its option contracts with other customers.

Note 9. Income Taxes

The provision for income taxes was as follows for the three and nine months ended September 30, 2025 and September 2024:

The effective tax rate for the three and nine months ended September 30, 2025 was 24.8%, as compared to an effective tax rate ofzero for the three months and nine months ended September 30, 2024. Taxable income generated from certain activities that do not qualify under REIT provisions is earned through our TRSs and is subject to U.S. federal, state, and local income and franchise taxation. A reconciliation of the TRS statutory rate and effective tax rates was as follows:

Deferred income taxes represent the net tax effects of temporary differences between the financial statement carrying amounts of certain assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These differences result in the recognition of a deferred tax liability.

The Company’s deferred tax liabilities as of September 30, 2025 and December 31, 2024 were as follows:

Millrose for the three and nine months ended September 30, 2025

For the three and nine months ended September 30, 2025, the effective tax rate included the income tax expense the Company incurred on the option fee income less any related expenses. The change in the effective tax rate as compared to the three and nine months ended September 30, 2024 was primarily due to a valuation allowance in the first and second quarter of 2024 for the cumulative loss position of the carve-out Predecessor Millrose Business.

Predecessor Millrose Business for the three and nine months ended September 30, 2024

The Predecessor Millrose Business didnot have income taxes during the three and nine months ended September 30, 2024 due to offsetting changes in valuation allowance against its deferred taxes that reduced income taxes and effective tax rate tozero.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of September 30, 2024 the Predecessor Millrose Business had federal and state income tax net operating loss carryforwards related to operations that may be carried forward from 10 to 20 years, or indefinitely, depending on the tax jurisdiction.

A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required if, based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances was assessed by the Predecessor Millrose Business based on the consideration of all available positive and negative evidence using a “more- likely-than-not” standard with respect to whether deferred tax assets will be realized. This assessment considered, among other matters, the nature, frequency and severity of current and cumulative losses, actual earnings, forecasts of future profitability, the duration of statutory carryforward periods, the Predecessor Millrose Business’s experience with loss carryforwards not expiring unused and tax planning alternatives. Based on this assessment, the Predecessor Millrose Business determined that it will not be able to realize its net operating loss carryforwards and recorded a valuation allowance against its deferred tax asset, which also reduced income taxes and effective tax rate tozero.

As of September 30, 2024, the Predecessor Millrose Business hadno gross unrecognized tax benefits.

Note 10. Stockholders’ Equity

Authorized Capital Stock

As of September 30, 2025, Millrose had, under its Charter, authorized capital stock of (i)450,000,000 shares of common stock, par value $0.01 per share, consisting of 275,000,000 shares of Class A common stock and 175,000,000 shares of Class B common stock, and (ii)50,000,000 shares of preferred stock, par value $0.01 per share.

Common Stock

The following transactions related to Millrose’s common stock occurred in connection with the Spin-Off:

•

120,983,633 shares of Millrose Class A common stock were distributed to holders of Lennar common stock as of the close of business January 21, 2025;

•

11,819,811 shares of Millrose Class B common stock were distributed to holders of Lennar common stock as of the close of business January 21, 2025;

•

Lennar retained 33,200,053 shares of Millrose’s Class A common stock, representing approximately 20% of Millrose’s outstanding common stock. In connection with the Spin-Off, certain Lennar employees received shares of Millrose common stock on their unvested Lennar restricted stock awards, some of which have been forfeited back to Lennar following the Spin-Off.

As of September 30, 2025, Millrose had outstanding an aggregate of 166,003,497 shares of common stock.

Preferred Stock

As of September 30, 2025, there wereno shares of preferred stock outstanding.

Dividends

On April 15, 2025, the Company paid a dividend of $0.38 to holders of its Class A common stock and 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 its Class A common stock and Class B common stock as of the close of business on July 3, 2025, as declared by the Board on June 16, 2025.

On September 22, 2025, the Company declared a dividend of $0.73 to Class A common stockholders and Class B common stockholders of record as of the close of business October 3, 2025. This dividend was paid on October 15, 2025. The Company recorded a dividend payable of$121.2 million in other liabilities in the Company’s condensed consolidated balance sheets as of September 30, 2025.

Securities Authorized for Issuance Under Equity Compensation Plans

As of September 30, 2025,28,300 RSUs had been granted pursuant to the 2024 Incentive Plan. No other securities had been issued or granted pursuant to the 2024 Incentive Plan. See Note 11. Share Based Compensation for additional information.

Stock Repurchases

There were no stock repurchases of Millrose’s common stock during the quarter ended September 30, 2025.

Additional Paid In Capital

As of September 30, 2025, the Company’s additional paid in capital was approximately $5.9 billion, which primarily relates to the cash and land contributed by Lennar at the Spin-Off.

Note 11. Stock-Based Compensation

On April 3, 2025, the Compensation Committee of the Board granted 5,660 RSUs to each member of the Board under the 2024 Incentive Plan, which shall be settled in shares of the Company’s Class A common stock. Each RSU award had a grant date fair value of $150,000. Millrose granted 28,300 RSUs in the aggregate, and such RSUs vest on the earlier of (x) the first anniversary of the grant date and (y) the date of Millrose’s annual stockholder meeting that next follows the grant date. The Company records the RSU award costs on a straight-line basis over theone-year vesting period as stock-based compensation expense in operating expenses. There wereno other awards granted as of September 30, 2025.

Stock-based compensation expense was $0.2 million and $0.4 million for the three months and nine months ended September 30, 2025, respectively. As of September 30, 2024, there was $0.6 million of unrecognized stock-based compensation expense related to unvested RSU awards under the 2024 Incentive Plan. There wereno forfeited or vested awards as of September 30, 2025. Sales, general, and administrative expenses for the Predecessor Millrose Business include $1.3 million and $10.2 million of stock-based compensation expense for the three and nine months ended September 30, 2025, respectively. Stock-based compensation was allocated to the Predecessor Millrose Business on a specific identification basis or using a proportional cost allocation method, as applicable, as disclosed in the Company’s Form 10-K for the year ended December 31, 2024.

Note 12. Earnings Per Share

The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share. The Company has elected to use the number of shares outstanding as of the day of the Spin-Off, as the denominator number of shares for the period prior to the Spin-Off; an acceptable approach under ASC 260 that spun-off entities may use when the spin-off occurs within the financial reporting period. Basic earnings per share is computed by dividing net earnings attributable to common stockholders by the weighted number of commons shares outstanding for the period. The outstanding shares at Spin-Off were unchanged as of September 30, 2025. Diluted earnings per share reflects the potential dilution that could occur if the RSUs granted to each member of the Board vest and resulted in the issuance of common stock. For the three and nine months ended September 30, 2025, basic and diluted earnings per share is calculated by dividing net income attributed to common stockholders after the Spin-Off by the basic and diluted weighted shares outstanding for the period. The diluted earnings per share for the RSUs is calculated using the grant date of April 3, 2025. The pre-spin net loss of $25.0 million for the period from January 1, 2025 through February 7, 2025 is added back to net income for purposes of earnings per share. For the three and nine months ended September 30, 2024, Lennar was the sole shareholder.

Basic and diluted earnings per share was calculated as follows:

(1) Basic weighted average common shares for the three and nine months ended September 30, 2025 represent the common shares issued at the Spin-Off, which are the common shares outstanding as of September 30, 2025. No publicly-listed shares were outstanding as of September 30, 2024.

(2) Diluted weighted shares for the three and nine months ended September 30, 2025 include 28,300 RSUs granted in the aggregate to each member of tbe Board under the 2024 Incentive Plan on April 3, 2025. The RSUs were unvested as of September 30, 2025.

Note 13. Subsequent Events

The Company has evaluated subsequent events through the filing of this Form 10-Q and determined that there have been no events that have occurred that require adjustment or disclosure in the financial statements except for the following.

Lennar Exchange Offer of Millrose Stock for Lennar Stock

On October 10, 2025, Lennar announced its offer to exchange the approximately 20% it owns of the total outstanding shares of common stock of Millrose for outstanding shares of Lennar Class A common stock (the “Exchange Offer”). As of September 30, 2025, Lennar owned 33,298,764 shares of Millrose’s Class A common stock. The Exchange Offer began on October 10, 2025 and will expire on November 7, 2025, unless extended or terminated. In connection with the Exchange Offer, Millrose filed a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended, with the SEC on October 10, 2025. The terms and conditions of the Exchange Offer are contained in the prospectus included in the Registration Statement and a tender offer statement on Schedule TO filed by Lennar with the SEC on October 10, 2025.