--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-022336" form_type: "8-K" ticker: "MRP" cik: "0002017206" company_name: "Millrose Properties, Inc." filed_at: "2025-02-07T23:59:59+00:00" generated_at: "2026-05-27T01:06:53.882839+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Millrose Properties completes spin-off from Lennar; $5.5B land and $1B cash contributed ## Summary - Millrose (MRP) listed on NYSE Feb 7, 2025 after Lennar distributed 80% of its common stock. - Lennar retains ~20% of Millrose shares (33.2M Class A) with no voting rights. - Millrose received $5.5B in land assets and $1B cash from Lennar at close. - External manager Kennedy Lewis receives 1.25% annual management fee on tangible assets. - Founder's Rights and Master Program/Option agreements govern ongoing Lennar relationship. ## SEC filing metadata - accession: 0001193125-25-022336 - form_type: 8-K - ticker: MRP - cik: 0002017206 - company_name: Millrose Properties, Inc. - filed_at: 2025-02-07T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.03, 3.02, 3.03, 5.03, 5.01, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/d760441d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-022336 - JSON: https://secwatch.observer/filing/0001193125-25-022336.json - Plain text: https://secwatch.observer/filing/0001193125-25-022336.txt ## Key facts - Executive change Robert Nitkin was appointed as Chief Operating Officer at Millrose Properties, Inc.. - Action: now serving as - Role: Chief Operating Officer source text: Robert Nitkin 37 Chief Operating Officer evidence_url: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm - Executive change Garett Rosenblum was appointed as Chief Financial Officer and Treasurer at Millrose Properties, Inc.. - Action: now serving as - Role: Chief Financial Officer and Treasurer source text: Garett Rosenblum 51 Chief Financial Officer and Treasurer evidence_url: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm - Executive change Mark Sustana resigned as director at Millrose Properties, Inc.. - Action: resigned - Role: director source text: Effective as of the Distribution Date, each of Diane Bessette and Mark Sustana resigned from their positions as directors on the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm - Executive change Diane Bessette resigned as director at Millrose Properties, Inc.. - Action: resigned - Role: director source text: Effective as of the Distribution Date, each of Diane Bessette and Mark Sustana resigned from their positions as directors on the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm - Executive change Adil Pasha was appointed as Chief Technology Officer at Millrose Properties, Inc.. - Action: now serving as - Role: Chief Technology Officer source text: Adil Pasha 32 Chief Technology Officer evidence_url: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm - Executive change Rachel Presa was appointed as General Counsel and Secretary at Millrose Properties, Inc.. - Action: now serving as - Role: General Counsel and Secretary source text: Rachel Presa 45 General Counsel and Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm - Executive change Kathleen B. Lynch was elected as director at Millrose Properties, Inc.. - Action: elected - Role: director source text: each of Carlos A. Migoya, Patrick Bartels, Matthew B. Gorson, Kathleen B. Lynch and M. Alison Mincey was elected to serve as a director on the Board evidence_url: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm - Executive change Darren L. Richman was appointed as Chief Executive Officer and President at Millrose Properties, Inc.. - Action: now serving as - Role: Chief Executive Officer and President source text: Darren L. Richman is the Chief Executive Officer and President of Millrose. evidence_url: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm - Executive change M. Alison Mincey was elected as director at Millrose Properties, Inc.. - Action: elected - Role: director source text: each of Carlos A. Migoya, Patrick Bartels, Matthew B. Gorson, Kathleen B. Lynch and M. Alison Mincey was elected to serve as a director on the Board evidence_url: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm - Executive change Carlos A. Migoya was elected as director at Millrose Properties, Inc.. - Action: elected - Role: director source text: each of Carlos A. Migoya, Patrick Bartels, Matthew B. Gorson, Kathleen B. Lynch and M. Alison Mincey was elected to serve as a director on the Board evidence_url: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm - Executive change Patrick Bartels was elected as director at Millrose Properties, Inc.. - Action: elected - Role: director source text: each of Carlos A. Migoya, Patrick Bartels, Matthew B. Gorson, Kathleen B. Lynch and M. Alison Mincey was elected to serve as a director on the Board evidence_url: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm - Executive change Matthew B. Gorson was elected as director at Millrose Properties, Inc.. - Action: elected - Role: director source text: each of Carlos A. Migoya, Patrick Bartels, Matthew B. Gorson, Kathleen B. Lynch and M. Alison Mincey was elected to serve as a director on the Board evidence_url: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm - Governance Changes Millrose Properties, Inc.: Millrose amended and restated its Bylaws on the Distribution Date (effective 2025-02-06). - Change: bylaw amendment - Effective: 2025-02-06 source text: On the Distribution Date, Millrose amended and restated its Bylaws (the “Amended and Restated Bylaws”). evidence_url: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm - Governance Changes Millrose Properties, Inc.: Millrose amended and restated its Articles of Incorporation by filing Articles of Amendment and Restatement (effective 2025-02-06). - Change: charter amendment - Effective: 2025-02-06 source text: On February 6, 2025, Millrose amended and restated its Articles of Incorporation by filing its Articles of Amendment and Restatement with the Secretary of State of the State of Maryland (the “Articles of Amendment and Restatement”). evidence_url: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm - M&A Transactions Millrose Properties, Inc. underwent a change of control involving Lennar Corporation (closed 2025-02-07). - Action: change of control - Counterparty: Lennar Corporation - Closing: 2025-02-07 source text: On February 7, 2025 (the “Distribution Date”), Lennar Corporation (“Lennar”) completed the previously announced distribution of 120,980,401 shares of Class A common stock of Millrose Properties, Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/0001193125-25-022336-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.