Millrose Properties Inc-A 2024年度报告

For the fiscal year ended December31, 2024or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Millrose Properties, Inc.(Exact name of registrant as specified in its charter) Maryland(State or other jurisdiction ofincorporation or organization)600 Brickell Avenue, Suite 1400, Miami, Florida(Address of Principal Executive Offices) 99-2056892(I.R.S. EmployerIdentification No.)33131(Zip Code) 212-782-3841(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None. 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 Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☐No☒* *The registrant became subject to such requirements on January17, 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 to Rule405 ofRegulationS-T(§232.405 ofthis chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-acceleratedfiler, or a smaller reporting company or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”inRule12b-2of the Exchange Act. Largeacceleratedfiler☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant is a shell company (as defined inRule12b-2of the Exchange Act).Yes☐No☒ As of June28, 2024, the last business day of the Registrant’s most recently completed second quarter, there was no established public market for the registrant’s common stock, parvalue $0.01 per share. Number of shares of ClassA common stock outstanding as of March25, 2025: 154,183,686 Number of shares of ClassB common stock outstanding as of March25, 2025: 11,819,811 Documents Incorporated By Reference None. Table of ContentsTABLE OF CONTENTSCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSSUMMARY OF RISK FACTORSGLOSSARY OF DEFINED TERMSBASIS OF PRESENTATION OF FINANCIAL AND OPERATIONAL INFORMATIONAVAILABLE INFORMATIONPart IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. [Reserved]Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form10-KSummarySIGNATURESAll capitalized terms herein have the meanings defined herein or ascribed to them in the “Glossary of Defined Terms” section of this Form10-Kbeginning on page 5. Table of Contents CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This Annual Report on Form10-K(this “Form10-K”)contains forward-looking statements including, in particular, statements about MillroseProperties, Inc.’s (“Millrose,” “we,” “us” or “our”) plans, strategies and objectives, as well as statements about Millrose’s business (including MillroseHoldings and any of the other Millrose Subsidiaries), and Millrose’s future plans, strategies and objectives. You can generally identify forward-lookingstatements by our use of forward-looking terminology such as “may,”