Millrose Properties Inc-A 2024年度报告

FORM 10-K ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2024or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period fromtoCommission File Number: 001-42476 Millrose Properties, Inc.(Exact name of registrant as specified in its charter) 99-2056892(I.R.S. EmployerIdentification No.)33131(Zip Code) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.Yes☐No☐* The registrant became subject to such requirements on January 17, 2025, and it has filed all reports so required since that date. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany or an emerging growth company. See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐ Smaller reporting company☐ Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.Yes☐No☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).Yes☐No☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☐ As of June 28, 2024, the last business day of the Registrant’s most recently completed second quarter, there was no established public market forthe registrant’s common stock, par value $0.01 per share. Number of shares of Class A common stock outstanding as of March 25, 2025: 154,183,686 Number of shares of Class B common stock outstanding as of March 25, 2025: 11,819,811 Documents Incorporated By Reference None. Table of Contents TABLE OF CONTENTS GLOSSARY OF DEFINED TERMS5BASIS OF PRESENTATION OF FINANCIAL AND OPERATIONAL INFORMATION19AVAILABLE INFORMATION20 Part I Item 1. Business21Item 1A. Risk Factors46Item 1B. Unresolved Staff Comments95Item 1C. Cybersecurity95Item 2. Properties96Item 3. Legal Proceedings108Item 4. Mine Safety Disclosures108 Part II Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities109Item 6. [Reserved]110Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations111Item 7A. Quantitative and Qualitative Disclosures About Market Risk121Item 8. Financial Statements and Supplementary Data123Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure139Item 9A. Controls and Procedures139Item 9B. Other Information139Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections139 Part III Item 10. Directors, Executive Officers and Corporate Governance140Item 11. Executive Compensation147Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters151 Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services Part IV Item 16. Form 10-K Summary SIGNATURES All capitalized terms herein have the meanings d