Millrose Properties, Inc.
For the period ended Sep 30, 2025. Filed Oct 23, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 23, 2025
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GLOSSARY OF DEFINED TERMS
In this Quarterly Report on Form 10-Q (this “Form 10-Q”), the following terms and abbreviations have the meanings listed below.
AFFO means the Adjusted Funds From Operations, which are calculated as the net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate depreciation, adjusted to eliminate the impact of non-recurring items that are not reflective of ongoing operations and certain non-cash items that reduce or increase net income (loss) in accordance with GAAP, and also adjusted for income tax expense (other than income tax expenses of our TRSs) that will not be incurred following our election and qualification to be subject to tax as a REIT for U.S. federal income tax purposes.
Future Property Assets means any Homesites, prospective Homesites, properties or other related land assets that Millrose (through its TRSs, the Property LLCs and subsidiaries other than the TRSs and the Property LLCs (the “Other Subsidiaries”) may (i) acquire in the future pursuant to the Lennar Agreements or (ii) acquire in the future pursuant to any agreements that Millrose or its subsidiaries may negotiate and enter into with Lennar (outside of the Lennar Agreements), any Lennar Related Ventures or Other Customers, respectively, in the future.
GAAP means generally accepted accounting principles in the United States.
Homesite means land inventory that has all discretionary approvals and entitlements necessary to allow Horizontal Development and Vertical Development to begin soon after the acquisition of the land, including (i) subdivided and fully developed land inventory on which homes may be built and (ii) subdivided or non-subdivided land inventory undergoing necessary Horizontal Development and subdivision so that homes may be built on them.
HOPP’Rmeans Lennar’s Homesite Option Purchase Platform, a comprehensive suite of systems and procedures that Lennar developed to operate and manage the acquisition, financing and development of land assets on a large scale, licensed to Millrose under the HOPP’R License Agreement, dated as of February 7, 2025, by and between Millrose and a wholly owned subsidiary of Lennar.
Horizontal Development means any work relating to the installation of utilities and infrastructure required to obtain a building permit for the construction of a residence, including drainage, sewage, water lines, roads, sidewalks, utility lines, grading and landscaping. Sometimes such infrastructure can also include the construction of recreational facilities, common area elements and other amenities. Horizontal Development is work that must be done prior to home construction, as it lays the groundwork for building homes.
Land Under Development means land for which all discretionary entitlements, including all permits and approvals, have been received, and surveys and planning have been completed, and Horizontal Development is already underway, which must be substantially completed before home construction can begin.
Lennar Agreements means the Master Program Agreement, Master Option Agreement, Master Construction Agreement, Multiparty Cross Agreements, Founder’s Rights Agreement, Registration Rights Agreement, each entered into on February 7, 2025 in connection with the Spin-Off and other agreements which Lennar or its subsidiaries and Millrose or Millrose Holdings may enter into from time to time in connection with Millrose’s (including Millrose Holdings) provision of the HOPP’R to Lennar and/or that govern Lennar’s ongoing relationship with Millrose.
Lennar Related Ventures means any residential home construction or real estate development companies in the United States (i) in which Lennar has any amount of ownership interests or (ii) with which Lennar has any contractual business relationship, in each case, that is referred by Lennar to Millrose as a HOPP’R customer.
Master Construction Agreement means the Master Construction Agreement, dated as of February 7, 2025, by and among Millrose, Millrose Holdings, U.S. Home LLC, Lennar Homes Holding, LLC and CalAtlantic Group, LLC, as described in “Part III, Item 13. Certain Relationships and Related Transactions, and Director Independence—Transactions with Lennar—Master Construction Agreement” in the Form 10-K, as amended from time to time and as supplemented by any terms and provisions contained in any Project Addenda.
Master Option Agreement means the Master Option Agreement, dated as of February 7, 2025, by and among Millrose, Millrose Holdings, U.S. Home LLC, Lennar Homes Holding, LLC and CalAtlantic Group, LLC, as described in “Part III, Item 13. Certain Relationships and Related Transactions, and Director Independence—Transactions with Lennar—Master Option Agreement” in the Form 10-K, as amended from time to time and as supplemented by any terms and provisions contained in any Project Addenda.
Master Program Agreement means the Master Program Agreement, dated as of February 7, 2025, by and between Millrose and U.S. Home LLC, Lennar Homes Holding, LLC and CalAtlantic Group, LLC, as described in “Part III, Item 13. Certain Relationships and Related Transactions, and Director Independence—Transactions with Lennar—Master Program Agreement” in the Form 10-K, as supplemented by any terms and provisions contained in any Project Addenda.
Other Agreements means any transaction agreements, other than the Master Program Agreement, including those entered into from time to time with Other Customers and other agreements which Other Customers and the Company may enter into from time to time in connection with the Company’s provision of the HOPP’R to Other Customers and/or that govern Other Customers’ ongoing relationship with Millrose, and any entered into with Lennar on terms different than those of the Master Program Agreement.
Other Customers means any residential home construction or real estate development companies in the United States, excluding Lennar and any Lennar Related Ventures, that enter into agreements or other arrangements with Millrose (through any Other Subsidiaries) to use the HOPP’R.
Predecessor Millrose Business means the business operations, including revenues and expenses, liquidity and capital resources, cash flows, balance sheet, statements of income and other information of Millrose prior to the Spin-Off, as derived from the financial statements of Lennar, since Millrose had no operations (or operating subsidiaries) of its own prior to the Spin-Off.
Project Addendum means any Project Addendum, pursuant to which Millrose (through Millrose Holdings or any of its subsidiaries) and Lennar may subject any Transferred Assets, Supplemental Transferred Assets or Future Property Assets to the terms and provisions of the Master Program Agreement, the Master Option Agreement and the Master Construction Agreement.
Property LLC includes all of our LLC subsidiaries that hold the property assets.
REIT means a real estate investment trust for the U.S. federal income tax purposes.
Spin-Off means the partial, taxable spin-off of Millrose Properties, Inc., a previously wholly-owned subsidiary of Lennar, that was effected by distributing approximately 80% of the outstanding shares of Millrose common stock to holders of Lennar common stock on February 7, 2025.
Supplemental Transferred Assets means all the Homesites and prospective Homesites acquired by Millrose in connection with the Supplemental Transferred Assets Transaction, using approximately $859 million of the cash contributed by Lennar to Millrose in connection with the Spin-Off as consideration. The Supplemental Transferred Assets included all of the land assets of Rausch Coleman Companies, LLC (“Rausch”) (except for any Homesites with homes actively under construction).
Supplemental Transferred Assets Transaction means the transaction between Millrose and Rausch, pursuant to which Millrose acquired the Supplemental Transferred Assets (through an acquisition of 100% of the stock of RCH Holdings, Inc., a recently formed parent holding company of Rausch) following the Spin-Off.
Takedown Price means the total amount to be paid by Lennar to Millrose Holdings to exercise its purchase option with respect to the Transferred Assets, the Supplemental Transferred Assets or any Future Property Assets, which shall be negotiated between the parties with respect to each property and set forth in the applicable Project Addendum. Where applicable, “Takedown Price” may also mean this same concept, but as negotiated and used by or for (or in the context of agreements with) any Lennar Related Ventures or Other Customers.
Transferred Assets means the Homesite inventory transferred in the Spin-Off.
TRS means a taxable REIT subsidiary, which is a fully taxable corporation that has jointly elected with the parent REIT to be treated as a taxable REIT subsidiary, defined under section 856 of the Internal Revenue Code of 1986, as amended (the “Code”).
Vertical Development means any work relating to the construction of homes on owned homesites that extend above the ground level after Horizontal Development is sufficiently completed.
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