Millrose Properties, Inc.

Item 1A. Risk Factors

In addition to the other information set forth in this Form 10-Q, you should carefully consider the risks contained in Part I, Item 1A. Risk Factors of our Form 10-K and in other documents we file with the SEC, in evaluating Millrose and its business. TOthere h than the risk factors set forth below, there have been no material changes in our rrisk factors from those describreported in our Form 10-K. The risks described in the Form 10-K and below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or future results.

We have a substantial amount of indebtedness. Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, reduce our funds available for discretionary purposes, and increase the risk that we might default on our indebtedness.

As of September 30, 2025, we had approximately $2.0 billion of outstanding indebtedness, consisting of $2.0 billion of Senior Notes. We had no outstanding borrowings and $1.3 billion of availability under our Revolving Credit Facility. 

Our substantial indebtedness could have important consequences for us. For example, it could:

adversely affect our ability to raise additional capital for working capital, capital expenditures, operations, debt service requirements, strategic initiatives or other purposes;

limit our ability to react to changes in the economy or our industry, and restrict us from engaging in development activities or exploiting business opportunities;

limit our flexibility in planning for, or reacting to, changes in our operations or business;

limit, along with the financial and other restrictive covenants in our debt agreements, among other things, our ability to borrow additional funds;

require us to dedicate a substantial portion of our cash flow from operations to the repayment of our indebtedness, thereby reducing funds available to us for discretionary purposes, including the payment of dividends and investing in business opportunities;

make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants, could result in an event of default under the Indentures and the Revolving Credit Agreement;

make us more highly leveraged than some of our competitors, which may place us at a competitive disadvantage; or

make us more vulnerable to downturns in our business or the economy.

In addition, the Revolving Credit Facility and the Indentures contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our indebtedness.

We may not be able to generate sufficient cash to service all of our indebtedness.

Our ability to pay principal and interest on our debt obligations will depend upon, among other things:

our future financial and operating performance, which will be affected by prevailing economic, industry and competitive conditions and financial, business, legislative, regulatory and other factors, many of which are beyond our control;

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our future ability to borrow under the Revolving Credit Facility, the availability of which depends on, among other things, our complying with the covenants in the Revolving Credit Facility; and

our future ability to raise funds by issuances of debt or equity securities or sales of assets.

We cannot assure you that our business will generate cash flow from operations, that we will be able to draw under the Revolving Credit Facility, or that we will be able to issue debt or equity securities or sell assets in amounts sufficient to fund our liquidity needs, including the payment of principal and interest on our indebtedness.

Despite our current indebtedness levels, we may still be able to incur substantially more debt, including secured indebtedness, and other obligations. 

We may incur substantial additional indebtedness, including secured indebtedness, in the future, as well as other obligations. Although covenants under the Indentures and the Revolving Credit Facility limit our ability to incur certain types of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial. If new debt is added to our existing debt levels, the related risks that we face would increase and may make it more difficult to satisfy our existing financial obligations. In addition, the Indentures and the Revolving Credit Facility do not limit us from incurring obligations that do not constitute indebtedness as defined therein. 

Our debt agreements contain restrictions that will limit our flexibility in operating our business.

The Revolving Credit Facility and the Indentures contain, and any other existing or future indebtedness of ours would likely contain, a number of covenants that will impose significant operating and financial restrictions on us, including restrictions on our and our subsidiaries' ability to, among other things:

incur certain types of additional indebtedness, including guarantees of indebtedness;

create certain liens;

engage in certain sale and leaseback agreements;

effect certain mergers or consolidations, or sell all or substantially all of our assets; and

alter the businesses we conduct;

As a result of these covenants, we may be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

A breach of any of these covenants could result in a default under all or certain of our debt instruments. In the event of any such event of default, the lenders thereunder could elect to:

terminate any future lending commitments;

declare all amounts outstanding, together with accrued and unpaid interest, to be immediately due and payable; and

require us to apply all of our available cash to repay these amounts.

Our indebtedness subjects us to interest rate risk.

Borrowings under the Revolving Credit Facility are at variable rates of interest, and therefore expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.

The indebtedness under the Indentures is at fixed rates of interest and is subject to call protection, which means that in certain circumstances we would have to pay a premium if we redeemed the indebtedness before its maturity. If interest rates drop, our debt service obligations on the fixed rate indebtedness would stay the same, and our cost of capital would be greater than if we had borrowed at a variable rate of interest. Or if interest rates drop and we elect to refinance our fixed rate indebtedness with variable rate indebtedness, we might have to pay the call protection premium, which in some circumstances could be 

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significant. In either case, our cost of capital might be greater than that of our competitors, which could place us at a competitive disadvantage