Filed 2026-03-31 · Period ending 2025-12-31 · 13,321 words · SEC EDGAR
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# MILLS MUSIC TRUST (MMTRS) — 10-K **Filed:** 2026-03-31 **Period ending:** 2025-12-31 **Accession:** 0001193125-26-133469 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/66496/000119312526133469/) **Origin leaf:** 4f017b1e8446281be4b8855e669b0a42bddddb62c54657b4f55d3eb6b59165ee **Words:** 13,321 --- [Table of Contents](#toc) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-02123 MILLS MUSIC TRUST (Exact name of registrant as specified in its charter) | | | New York | | 13-6183792 | | | (State or other jurisdiction ofincorporation or organization) | | (I.R.S. EmployerIdentification No.) | | | | | c/o HSBC BANK USA, N.A.,Corporate Trust, Issuer Services | | | | 66 Hudson Boulevard East, New York, NY | | 10001 | | | (Address of principal executive offices) | | (Zip code) | | Registrants telephone number, including area code: 212-525-1349 Securities registered pursuant to Section12(g) of the Act: Trust Units (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.YesNo 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 preceding 12 months (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 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesNo Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. | | | Largeacceleratedfiler | | | | Accelerated filer | | | | | | | Non-accelerated filer | | | | Smallerreportingcompany | | | | | | | | | 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 with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of the Act).YesNo The aggregate market value of Trust Units held by non-affiliates as of the last day of the registrants most recently completed second fiscal quarter was $4,149,121. Total Trust Units outstanding as of December31, 2025 was 277,712. | | | Auditor Firm ID: 694 | | AuditorName:Hoberman & Lesser, CPAs, LLC | | Auditor Location: New York, NY, USA | | [Table of Contents](#toc) TABLE OF CONTENTS | | | PART I | | | 1 | | | | ITEM 1. BUSINESS | | | 1 | | | | ITEM 1A. RISK FACTORS | | | 6 | | | | ITEM 1B. UNRESOLVED STAFF COMMENTS | | | 6 | | | | ITEM 1C. CYBERSECURITY | | | 6 | | | | ITEM 2. PROPERTIES | | | 6 | | | | ITEM 3. LEGAL PROCEEDINGS | | | 7 | | | | ITEM 4. MINE SAFETY DISCLOSURES | | | 7 | | | | | | PART II | | | 8 | | | | ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES | | | 8 | | | | ITEM 6. SELECTED FINANCIAL DATA | | | 8 | | | | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | | 9 | | | | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | | | 11 | | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | 11 | | | | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE | | | 19 | | | | ITEM 9A. CONTROLS AND PROCEDURES | | | 19 | | | | ITEM 9B. OTHER INFORMATION | | | 19 | | | | | | PART III | | | 20 | | | | ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | | | 20 | | | | ITEM 11. EXECUTIVE COMPENSATION | | | 20 | | | | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | | | 21 | | | | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | | | 21 | | | | ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES | | | 21 | | | | | | PART IV | | | 23 | | | | ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES | | | 23 | | | | ITEM 16. FORM 10-K SUMMARY | | | 24 | | | | | | SIGNATURES | | | 25 | | | | EX-31.1 | | | | EX-31.2 | | | | EX-32.1 | | | | EX-32.2 | | | Table of Contents PART I ITEM 1. BUSINESS Organization and Background Mills Music Trust (the Trust) was created by a Declaration of Trust, dated December3, 1964 (the Declaration of Trust), for the purpose of acquiring from Mills Music, Inc. (Old Mills) the right to receive payment of a deferred contingent purchase price obligation (the Contingent Portion) payable to Old Mills. The obligation to pay the Contingent Portion arose as the result of the sale by Old Mills of its music and lyric copyright catalogue (the Catalogue) to a newly formed company pursuant to an asset purchase agreement dated December5, 1964 (the Asset Purchase Agreement). Pursuant to the Asset Purchase Agreement, payment of the Contingent Portion to the Trust continues until the end of the year in which the last copyright in the Catalogue expires and cannot be renewed. The Contingent Portion amounts are currently payable by EMI Mills Music Inc. (EMI), the owner of the copyrighted materials contained in the Catalogue. The Trust has been advised that Sony/ATV Music Publishing LLC (Sony/ATV) is the administrator and manager of EMI and the Catalogue. HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust (the Corporate Trustee) and Lee Eastman is the Individual Trustee of the Trust (the Individual Trustee and together with the Corporate Trustee, the Trustees). Proceeds from Contingent Portion Payments The Trust receives quarterly payments of the Contingent Portion from EMI and distributes the amounts it receives to the registered owners of Trust certificates (the Unit Holders) representing interests in the Trust (the Trust Units), after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Declaration of Trust provides that these are the Trusts sole responsibilities and that the Trust is prohibited from engaging in any business activities. Payments of the Contingent Portion to the Trust are based on royalty income which the Catalogue generates. The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust as its Contingent Portion payment obligation, in accordance with the terms of the Asset Purchase Agreement. Calculation of the Contingent Portion The amount of each payment of the Contingent Portion is based on a formula set forth in the Asset Purchase Agreement. For information regarding the calculation of the Contingent Portion and a related dispute between EMI and the Trust see Contingent Portion Payments under Part II, Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations. Cash Distributions to Unit Holders The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Copyright Catalogue The Catalogue is estimated to be composed of over 12,000 music titles (the Copyrighted Songs), of which approximately 1,430 produced royalty income in recent years. Based on information which EMI provided to the Trust, most of the royalty income generated by the Catalogue during recent years has been produced by a relatively small number of the Copyrighted Songs with copyrights established primarily in or prior to 1954. EMI has provided the Trust with a listing (the Listing) of the top 50 earning songs in the Catalogue during the 2025 calendar year (the Top 50 Songs). The totals contained in the right most column of the Listing represent gross royalty payments EMI received for each of the Top 50 Songs, before it made deductions in accordance with the Asset Purchase Agreement. The Listing also contains the following additional information for each song title: the writer(s), the original copyright date and copyright renewal date and the date on which each copyright enters the public domain in the United States. 1 Table of Contents The Listing is set forth below in the form that EMI provided to the Trust. There can be no assurance that the Listing is indicative of the future performance of the Copyrighted Songs or that EMI will be able to retain its rights to the Copyrighted Songs during their full term of copyright protection. As of the date of this report, the Trust has not undertaken an audit to confirm the accuracy of the information contained in the Listing, and there can be no assurance by the Trust that the information EMI provided in the Listing is correct. Top 50 Songs 2025 | | | Rank | | Song Title | | Writers | | OriginalCopyrightDate | | Renewal Date | | LastYearofCopyright | | U.S.PublicDomain Year | | Gross Revenue | | | | 1 | | SLEIGH RIDE (VOCAL) | | LEROYANDERSON(50),MITCHELL PARISH (50) | | 10/24/1950 | | 12/5/1977 | | 2045 | | 2046 | | | 1,190,557.59 | | | | 2 | | LITTLE DRUMMER BOY | | KATHERINE K DAVIS (33.34), HENRY ONORATI (33.33), HARRY SIMEONE (33.33) | | 4/19/1937 | | 4/13/1965 | | 2032 | | 2033 | | | 1,073,052.22 | | | | 3 | | SLEIGH RIDE PROMENADE | | LEROY ANDERSON (50), MITCHELL PARISH (50) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 365,657.56 | | | | 4 | | On The Sunny Side Of The Street | | Dorothy Fields (50), Jimmy McHugh (50) | | 2/3/1930 | | 2/4/1957 | | 2025 | | 2026 | | | 296,430.01 | | | | 5 | | It Dont Mean A Thing (If It Aint Got That Swing) | | Duke Ellington (50), IRVING MILLS (50) | | 10/28/1932 | | 10/28/1959 | | 2027 | | 2028 | | | 185,761.50 | | | | 6 | | STARDUST | | HOAGY CARMICHAEL (50), MITCHELL PARISH (50) | | 4/19/1937 | | 4/13/1965 | | 2032 | | 2033 | | | 142,211.84 | | | | 7 | | MINNIE THE MOOCHER | | CAB CALLOWAY (33.34), CLARENCE GASKILL (33.33), IRVING MILLS (33.33) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 138,800.31 | | | | 8 | | Caravan-Instrumental Version | | Duke Ellington (50), JUAN TIZOL (50) | | 4/19/1937 | | 4/13/1965 | | 2032 | | 2033 | | | 123,007.22 | | | | 9 | | In A Sentimental Mood (Vocal) | | Duke Ellington (50), MANNY KURTZ (25), IRVING MILLS (25) | | 11/29/1935 | | 11/6/1963 | | 2030 | | 2031 | | | 108,176.45 | | | 2 [Table of Contents](#toc) | | | 10 | | Solitude | | EDDIE DE LANGE (33.34), Duke Ellington (33.34), IRVING MILLS (33.32) | | 9/21/1934 | | 9/4/1962 | | 2029 | | 2030 | | | 105,158.36 | | | | 11 | | Caravan-Vocal Version | | Duke Ellington (25), IRVING MILLS (50), JUAN TIZOL (25) | | 4/19/1937 | | 4/13/1965 | | 2032 | | 2033 | | | 100,929.35 | | | | 12 | | In A Sentimental Mood (Instr.) | | Duke Ellington (100) | | 11/29/1935 | | 11/29/1962 | | 2030 | | 2031 | | | 100,546.20 | | | | 13 | | I CANT BELIEVE THAT YOURE IN LOVE WITH ME | | CLARENCE GASKILL (50), JIMMY MC HUGH (50) | | 12/31/1926 | | 12/16/1954 | | 2021 | | 2022 | | | 85,180.02 | | | | 14 | | AINT MISBEHAVIN | | HARRY BROOKS (25), ANDY RAZAF (50), FATS WALLER (25) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 77,989.84 | | | | 15 | | Sophisticated Lady | | Duke Ellington (50), IRVING MILLS (25), MITCHELL PARISH (25) | | 5/31/1933 | | 8/16/1961 | | 2028 | | 2029 | | | 65,417.59 | | | | 16 | | ST. JAMES INFIRMARY | | IRVING MILLS (100) | | 3/4/1929 | | 2/28/1957 | | 2024 | | 2025 | | | 62,382.75 | | | | 17 | | SLEIGH RIDE (INSTRUMENTAL) | | LEROY ANDERSON (100) | | 12/30/1948 | | 2/23/1976 | | 2043 | | 2044 | | | 62,329.17 | | | | 18 | | LOVESICK BLUES | | CLIFF FRIEND (50), IRVING MILLS (50) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 61,727.19 | | | | 19 | | MAMBO SANTA MAMBO | | ALTON HOLLOWELL (20),GERALD HOLLOWELL (20),ULYSSES HOLLOWELL (20),JACK EDWARD THOMAS (20),GEORGE WADE (20) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 54,919.63 | | | | 20 | | MOONGLOW | | EDDIE DE LANGE (33.34), WILL HUDSON (33.34), IRVING MILLS (33.32) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 51,707.35 | | | | 21 | | STORMY WEATHER (KEEPS RAININ ALL THE TIME) | | HAROLD ARLEN (50), TED KOEHLER (50) | | 9/29/1938 | | 9/8/1966 | | 2033 | | 2034 | | | 51,525.34 | | | 3 [Table of Contents](#toc) | | | 22 | | STRAIGHTEN UP AND FLY RIGHT | | NAT KING COLE (50), IRVING MILLS (50) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 48,045.04 | | | | 23 | | Mood Indigo | | BARNEY BIGARD (33.33), Duke Ellington (33.34), IRVING MILLS (33.33) | | 2/21/1931 | | 2/19/1959 | | 2026 | | 2027 | | | 46,926.95 | | | | 24 | | YOU RASCAL YOU | | SAM THEARD (100) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 42,774.37 | | | | 25 | | VOLARE (PARISH VERSION) | | FRANCO MIGLIACCI (33.34), DOMENICO MODUGNO (33.33), MITCHELL PARISH (33.33) | | 4/19/1937 | | 4/13/1965 | | 2032 | | 2033 | | | 40,648.40 | | | | 26 | | STARS FELL ON ALABAMA | | MITCHELL PARISH (50), FRANK S PERKINS (50) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 39,802.85 | | | | 27 | | I CANT GIVE YOU ANYTHING BUT LOVE | | DOROTHY FIELDS (50), JIMMY MC HUGH (50) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 36,347.10 | | | | 28 | | BUGLERS HOLIDAY | | LEROY ANDERSON (100) | | 7/8/1954 | | 2/3/1982 | | 2049 | | 2050 | | | 34,644.80 | | | | 29 | | EVERYBODY EATS WHEN THEY COME TO MY HOUSE | | JEANNE BURNS (100) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 34,277.11 | | | | 30 | | SHAKIN ALL OVER | | FRED HEATH (100) | | 9/29/1938 | | 9/8/1966 | | 2033 | | 2034 | | | 32,971.71 | | | | 31 | | IM GETTING SENTIMENTAL OVER YOU | | GEORGE BASSMAN (50), NED WASHINGTON (50) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 30,965.73 | | | | 32 | | SWEET LORRAINE | | CLIFF BURWELL (50), MITCHELL PARISH (50) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 30,576.38 | | | | 33 | | IVE GOT THE WORLD ON A STRING | | HAROLD ARLEN (50), TED KOEHLER (50) | | 11/10/1932 | | 2/26/1960 | | 2027 | | 2028 | | | 29,776.24 | | | | 34 | | HOLD ME, THRILL ME, KISS ME | | HARRY NOBLE (100) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 29,745.35 | | | | 35 | | A CHRISTMAS FESTIVAL | | LEROY ANDERSON (100) | | 11/6/1950 | | 12/9/1977 | | 2045 | | 2046 | | | 28,029.42 | | | 4 [Table of Contents](#toc) | | | 36 | | TYPEWRITER | | LEROY ANDERSON (100) | | 4/19/1937 | | 4/13/1965 | | 2032 | | 2033 | | | 27,717.09 | | | | 37 | | CORRINE CORRINA | | BO CHATMAN (33.34), MITCHELL PARISH (33.32), J WILLIAMS (33.34) | | 12/5/1929 | | 12/3/1957 | | 2024 | | 2025 | | | 18,117.07 | | | | 38 | | Prelude To A Kiss | | Duke Ellington (33.34), IRVING GORDON (33.33), IRVING MILLS (33.33) | | 9/29/1938 | | 9/8/1966 | | 2032 | | 2033 | | | 17,785.78 | | | | 39 | | BLUE TANGO (INST) | | LEROY ANDERSON (100) | | 9/29/1938 | | 9/8/1966 | | 2033 | | 2034 | | | 16,420.23 | | | | 40 | | THE WALTZING CAT | | LEROY ANDERSON (100) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 15,482.65 | | | | 41 | | AMERICAN SALUTE | | MORTON GOULD (100) | | 3/31/1943 | | 2/17/1971 | | 2038 | | 2039 | | | 15,439.24 | | | | 42 | | I Let A Song Go Out Of My Heart | | Duke Ellington (50), IRVING MILLS (16.67), HENRY NEMO (16.67), JOHN REDMOND (16.66) | | 4/26/1938 | | 4/22/1966 | | 2032 | | 2033 | | | 15,184.05 | | | | 43 | | Exactly Like You | | Dorothy Fields (50),Jimmy McHugh (50) | | 2/3/1930 | | 1/1/1957 | | 2025 | | 2026 | | | 15,076.26 | | | | 44 | | CAROL OF THE DRUM | | KATHERINE DAVIS (100) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 14,825.77 | | | | 45 | | Echoes Of Harlem | | Duke Ellington (100) | | 8/14/1936 | | 8/14/1963 | | 2031 | | 2032 | | | 13,481.32 | | | | 46 | | PLINK PLANK PLUNK | | LEROY ANDERSON (100) | | 4/19/1937 | | 4/13/1965 | | 2032 | | 2033 | | | 12,072.82 | | | | 47 | | Diablo | | Josh Berg (12.5), Duke Ellington (25), MANNY KURTZ (12.5), IRVING MILLS (12.5), Malcolm McCormick (37.5) | | 3/31/1943 | | 2/17/1971 | | 2038 | | 2039 | | | 11,654.19 | | | | 48 | | A CHICKEN AINT NOTHIN BUT A BIRD | | EMMETT WALLACE (100) | | 10/21/1932 | | 10/21/1959 | | 2027 | | 2028 | | | 11,473.15 | | | | 49 | | DIGA DIGA DOO | | DOROTHY FIELDS (50), JIMMY MC HUGH (50) | | 9/29/1938 | | 9/8/1966 | | 2033 | | 2034 | | | 11,207.54 | | | | 50 | | BELLE OF THE BALL (Instr.) | | LEROY ANDERSON (100) | | 6/4/1953 | | 7/24/1981 | | 2048 | | 2049 | | | 9,804.32 | | | 5 [Table of Contents](#toc) Accounting Policies EMI typically makes payments to the Trust of the Contingent Portion in March, June, September and December for the prior calendar quarter. The payments received are accounted for on a cash basis, as are expenses of the Trust. The Declaration of Trust provides for the distribution to the Unit Holders of the amounts received by the Trust in Contingent Portion payments after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Trusts financial statements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting, as contemplated by generally accepted accounting principles in the United States. The Trust does not prepare a balance sheet or a statement of cash flows. ITEM 1A. RISK FACTORS The Trust is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 1C. CYBERSECURITY The Trust does not have any material internal operations of its own that face material cybersecurity threats and is not a regulated financial institution subject to mandatory cybersecurity compliance under New York law (including, without limitation, the New York Code, Rules and Regulations), and therefore has not adopted any cybersecurity risk management program or formal processes for assessing or monitoring cybersecurity risk. However, the Trust does depend on the digital technologies of the Corporate Trustee and third parties, including EMI, Sony/ATV and their respective affiliates information systems, infrastructure and cloud applications and services. Any sophisticated and deliberate attacks on, or security breaches in, the systems, infrastructure or cloud that benefit the Trust, including those of the Corporate Trustee and third parties, could lead to corruption, misappropriation or miscalculation of the gross royalty income arising from the Catalogue (or calculation of the Contingent Portion related thereto) and/or the Trusts assets, proprietary information and sensitive or confidential data. Because of the Trusts reliance on the technologies of the Corporate Trustee and third parties including EMI, Sony/ATV, their respective affiliates, the Trust also depends upon the personnel and the processes of such parties to protect against cybersecurity threats arising from their own operations in the ordinary course of their respective businesses. The Trust does not employ any operating personnel and has not contracted for the development of processes of its own for the purpose of data security protections and as such may not adequately protect against, or investigate and/or remediate any vulnerability to, cyber incidents. To the best knowledge of the Trustees, as of December31, 2025, risks from cybersecurity threats, including any previous cybersecurity incidents, have not materially affected the Trust, but it is possible that any of these occurrences, or a combination of them, could have material adverse consequences on the Trust, including its results of operations or financial condition. ITEM 2. PROPERTIES The Trust does not own any property. The administrative office of the Trust is located at the offices of the Corporate Trustee, HSBC Bank, USA, N.A., Corporate Trust Issuer Services, 66 Hudson Boulevard East, New York, New York 10001. Except for fees paid to 6 [Table of Contents](#toc) the Corporate Trustee in accordance with the Declaration of Trust, no expense is being charged or paid by the Trust for the office space and office equipment of the Corporate Trustee that is being utilized for the Trust. See Note 3, Related Party Transactions, under Part II, Item 8, Financial Statements and Supplementary Data for information regarding payments by the Trust to the Trustees. ITEM 3. LEGAL PROCEEDINGS None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 7 [Table of Contents](#toc) PART II ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Trust Units are traded on the over-the-counter market and quoted on the OTC Pink Marketplace under the symbol MMTRS. Price Range of Trust Units The following table sets forth the high and low bid amounts for the Trust Units (as reported by Yahoo! Finance) during each quarter of the two most recent calendar years. Quotations represent inter-dealers prices, without retail markup, markdown, or commission and may not necessarily represent actual transactions. | | | Calendar Period | | High | | | Low | | | | 2024 | | | | | First Quarter | | $ | 37.25 | | | $ | 34.38 | | | | Second Quarter | | $ | 39.00 | | | $ | 34.41 | | | | Third Quarter | | $ | 49.00 | | | $ | 34.08 | | | | Fourth Quarter | | $ | 38.72 | | | $ | 35.00 | | | | 2025 | | | | | First Quarter | | $ | 36.00 | | | $ | 28.99 | | | | Second Quarter | | $ | 29.69 | | | $ | 23.75 | | | | Third Quarter | | $ | 28.52 | | | $ | 24.75 | | | | Fourth Quarter | | $ | 27.75 | | | $ | 21.00 | | | Unit Holders As of December31, 2025 there were 101 Trust Unit holders of record. The Trust is unable to estimate the total number of persons that beneficially own Trust Units in street name through brokers or the other institutions which are the holders of record. Dividends The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust. See the table under Part II, Item 6, Selected Financial Data for information about cash disbursements made to Unit Holders. Recent Sales of Unregistered Securities None. ITEM 6. [RESERVED] 8 [Table of Contents](#toc) ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Copyright Catalogue The Catalogue is estimated to be composed of over 12,000 music titles (the Copyrighted Songs), of which approximately 1,430 produced royalty income in recent years. Based on the Listing, the Trust derives its receipts principally from copyrights established in or prior to 1954 in the United States. The receipts fluctuate based on consumer interest in the nostalgia appeal of older songs and the overall popularity of the songs contained in the Catalogue. The Catalogue also generates royalty income in foreign countries in which copyright is claimed. A number of factors create uncertainties with respect to the Catalogues ability to continue to generate royalty income on a continuing, long-term basis for the Trust. These factors include: (i)the effect that foreign and domestic copyright laws and any changes thereto have or will have on renewal rights (e.g., vesting of renewal term rights), (ii) the length of the term of copyright protection under foreign and domestic copyright laws, (iii)reversionary rights that may affect whether EMI is able to retain its rights to the Copyrighted Songs during certain renewal terms (e.g., statutory termination of transfers or copyright recapture) and (iv)ongoing disputes regarding the payment and calculation of the Contingent Portion. The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust in accordance with its Contingent Portion payment obligation. The Trusts income is dependent, in part, on EMIs ability to maintain its rights in the Copyrighted Songs through copyright protection. Although Copyrighted Songs may continue to generate royalty revenue after their copyrights have expired, in general as the copyrights for the Copyrighted Songs expire, less royalty income will be generated, and the size of each payment of the Contingent Portion will be reduced accordingly. Based on the Listing, most of the Top 50 Songs obtained copyright registration under the U.S. Copyright Act of 1909 (the 1909 Act) between 1926 and 1954. For copyrighted works subject to the 1909 Act, copyright law generally provides for a possible 95 years of copyright protection, subject to certain factors, including the initial registration date of each copyright and compliance with certain statutory provisions including notice and renewal. Based on the Listing, the Copyright expiration years for the Top 50 Songs, to the extent known, range between 2021 and 2049, as set forth in the Listing. The Copyrighted Songs are subject to statutory rights of termination of transfers, which may impact whether EMI is able to retain its ownership of the Copyrighted Songs during their respective terms of copyright protection. For copyrights governed by the 1909 Act, this termination right vests at the end of two different renewal terms, which vary for each Copyrighted Song. As the owner of the Catalogue, EMI (and not the Trust) is responsible for administrating the Catalogue and seeking renewals of the Copyrighted Songs. The Asset Purchase Agreement provides that EMI is obligated to use its best efforts to secure renewals. Contingent Portion Payments Payments of the Contingent Portion to the Trust are ordinarily made on a quarterly basis, approximately two to three months after a quarter ends. The Trust distributes the amounts it receives in Contingent Portion payments to the Unit Holders after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The amount of each payment of the Contingent Portion is based on a formula provided in the Asset Purchase Agreement. Prior to the first quarter of 2010, the Contingent Portion was calculated as an amount ranging from 65% to 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty expenses. In addition, the Contingent Portion was guaranteed to be at least a minimum of $167,500 per quarter (the Minimum Payment Obligation). 9 [Table of Contents](#toc) Beginning with the first quarter of 2010, the Asset Purchase Agreement provides for certain changes with respect to the calculation of the Contingent Portion. One such change is that the Minimum Payment Obligation is no longer in effect. The Trust is also of the view that the Contingent Portion payable to the Trust changed to a fixed 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty related expenses (the New Calculation Method). However, EMI has disputed that the New Calculation Method is the correct interpretation of the Asset Purchase Agreement (the Calculation Method Dispute). As a result of the New Calculation Method not being applied, after giving effect to the Settlement described below, EMIs payments of the Contingent Portion have been deficient, in the Trusts view by the following amounts (as of December 31, 2025 (the Calculation Method Underpayments): | | | Quarterly Payment Period | | AmountofDeficiency($) | | | | March31, 2025 | | $ | 69,244 | | | | June30, 2025 | | | 0 | | | | September30, 2025 | | | 78,498 | | | | December31, 2025 | | | 0 | | | | | | | | | | Total | | $ | 147,742 | | | | | | | | | As of the date hereof, the Trust has not received any amounts in respect of the Calculation Method Underpayments, and EMI has expressly disagreed with the Trust. The Trust can offer no assurance that it will be able to recover any portion of the Calculation Method Underpayments or that it will resolve favorably the ongoing dispute relating to the New Calculation Method with respect to future payments of the Contingent Portion. Recent Audit Settlement On October1, 2020, the Trust engaged Citrin Cooperman& Company LLP, an accounting firm specializing in auditing royalty income (Citrin), to conduct a special audit of the books and records of EMI administered by Sony/ATV to determine the areas and extent of underpayment, if any, of quarterly Contingent Portion payments payable to the Trust for the periods beginning January1, 2016 and ended December31, 2020 (the Audit Period). Citrins final report (the Citrin Report) was delivered to the Trustees on April4, 2022. The Citrin Report identified multiple asserted royalty omissions and expense over-deductions from the Contingent Portion during the Audit Period in addition to the Calculation Method Underpayments. The Trust distributed the Citrin Report to EMI on or about April13, 2022. EMI has disputed the findings of the Citrin Report. On October 30, 2025 (the Settlement Date), the Trust, Trustees, EMI and certain EMI affiliates entered into a settlement agreement, effective as of July 1, 2025 (the Settlement Agreement), pursuant to which the parties agreed to settle (the Settlement) all claims (the Settled Claims) of the Trust and/or the Trustees (i) for all periods of time prior to December 31, 2024 relating to EMIs obligation to make Contingent Portion payments under the Asset Purchase Agreement, and (ii) regarding the interpretation of certain provisions of the Asset Purchase Agreement that had been subject to a tolling agreement between EMI and the Trust. Under the terms of the Settlement, among other things, (i) EMI made a payment to the Trust in the amount of $500,000 on November 5, 2025 in full and final settlement of the Settled Claims (the Settlement Payment), (ii) the Trust and EMI agreed to amend Section 1(c)(i)(A) of the Asset Purchase Agreement to provide that beginning with the quarterly period beginning July 1, 2025, in calculating any Contingent Portion Payment due and payable by EMI to the Trust, EMI shall cap the foreign sub-publishing fee between EMI and any foreign affiliate thereof at twenty-five percent (25%), which cap acts as a limitation on certain deductions that EMI can make against payments due to the Trust, and (iii) the Trust and EMI agreed to amend Section 1(c)(i)(B) of the Asset Purchase Agreement to provide that beginning with the quarterly period beginning July 1, 2025, EMI shall only be entitled to offset the costs associated with EMI obtaining U.S. copyright renewals for a song against royalty income collected by EMI in the U.S. for such song (and not against any foreign royalty income collected outside of the U.S. for such song), and this modification also serves to narrow permissible offsets to payments due from EMI to the Trust. The Settlement includes all claims relating to the Calculation Method Dispute through December 31, 2024 and all claims relating to the underpayments included in the Citrin Report. The Settlement does not include any claims for any periods after December 31, 2024 nor does it resolve the Calculation Method Dispute. As such, the Trustees and EMI have not agreed to settle any claims relating to the Calculation Method Dispute or the Calculation Method Underpayments for any period of time after December 31, 2024. The Trust can offer no assurance that it will be able to recover any portion of the Calculation Method Underpayments that were not subject to the Settlement, or that it will favorably resolve the Calculation Method Dispute with respect to future payments of the Contingent Portion. For the full text of the pro forma Asset Purchase Agreement, as amended by the Settlement Agreement, please refer to the Current Report on Form 8-K, dated October 30, 2025, which the Trust filed with the Securities and Exchange Commission on November 5, 2025. 10 [Table of Contents](#toc) Unit Holder Distributions and Trust Expenses Recent Payments During the year ended December31, 2025, the Trust received a total of $1,570,141 from EMI, of which $500,000 was attributable to the Settlement Payment and the remainder of which was attributable to ordinary Contingent Portion Payments made by EMI to the Trust during the 2025 calendar year. During the year ended December31, 2024, the Trust received a total of $1,291,775 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2024 calendar year. Recent Distributions During the year ended December31, 2025, the Trust made cash distributions to Unit Holders in the aggregate amount of $652,817 ($2.35 per Trust Unit), as compared to cash distributions to Unit Holders in the aggregate amount of $658,733 ($2.37 per Trust Unit) during the year ended December31, 2024. For computation details regarding the distributions made during the year ended December31, 2025, please see the table headed Statements of Cash Receipts and Disbursements under Part II, Item 8, Financial Statements and Supplementary Data. Cash and Administrative Expenses As of December31, 2025 the Trust had an aggregate of $0 in unpaid administrative expenses for services rendered to the Trust. As of March31, 2026, the Trust had no unpaid administrative expenses for services rendered to the Trust prior to such date. Inflation The Trust does not believe that inflation has materially affected its activities. Liquidity and Capital Resources The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust. See the table headed Statements of Cash Receipts and Disbursements under Part II, Item 8, Financial Statements and Supplementary Data for information regarding cash disbursements made to Unit Holders for the years ended December31, 2025 and 2024. Off-Balance Sheet Arrangements There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Trusts financial condition, changes in financial condition, revenues or expenses, results of operations or liquidity that is material to investors. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm and financial statements begin on page 12 of this report. 11 | | | | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Trustees and Unit Holders of Mills Music Trust Opinion on the Financial Statements We have audited the accompanying statements of cash receipts and disbursements of Mills Music Trust (the Trust) for each of the years in the two-year period ended December31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the cash receipts and disbursements of the Trust for each of the years in the two-year period ended December31, 2025, in conformity with the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America, as described in Note 1 to the financial statements. Basis for Opinion These financial statements are the responsibility of the Trusts management. Our responsibility is to express an opinion on the Trusts financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)( PCAOB ) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trusts internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statement that were communicated or required to be communicated to the audit committee and that (1)relate to accounts or disclosures that are material to the financial statement and (2)involved our especially challenging, subjective, or complex judgements. We determined that there were no critical audit matters. Other Matter Attention is directed to Note 1 to the financial statements for information concerning a dispute with respect to certain amounts believed to be owed to Mills Music Trust. We have served as the Trusts auditor since 2020. New York, New York March31, 2026 | | | MGI Worldwide is a network of independent audit, tax, accounting and consulting firms. MGI Worldwide does not provide any services and its member firms are not an international partnership. Each member firm is a separate entity and neither MGI Worldwide nor any member firm accepts responsibility for the activities, work, opinions or services of any other member firm. For more information visit www.mgiworld.com/legal | | | | 12 MILLS MUSIC TRUST STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS YEARS ENDED DECEMBER31, 2025 AND 2024 | | | | | 2025 | | | 2024 | | | | Receipts from EMI | | $ | 1,570,141 | (1) | | $ | 1,291,775 | | | | Undistributed Cash at Beginning of Year | | | 46 | | | | 46 | | | | Disbursements Administrative Expenses | | | (917,370 | ) | | | (633,042 | ) | | | | | | | | | | | | | Balance Available for Distribution | | | 652,817 | | | | 658,779 | | | | Cash Distributions to Unit Holders | | | 652,817 | (2) | | | 658,733 | | | | | | | | | | | | | | Undistributed Cash at End of Year | | $ | 0 | | | $ | 46 | | | | | | | | | | | | | | Cash Distributions Per Unit (based on 277,712 Trust Units Outstanding) | | $ | 2.35 | | | $ | 2.37 | | | | (1) | The proceeds received by the Trust for the year ended December 31, 2025 include the Settlement Payment in the amount of $500,000. For further information see Recent Audit Settlement under Part II, Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations. | | | (2) | The Trust did not make any distributions to Unit Holders in the first, second or third quarter of 2025. Instead, all payments of the Contingent Portion received by the Trust in respect of such periods were held in reserve by the Trust for future potential administrative expenses and liabilities in accordance with the Declaration of Trust. The full balance of the reserve, in the aggregate amount of $377,109, less any unpaid invoices from advisors and professionals providing services to the Trust and for administrative costs associated with the Trust, was distributed to Unit Holders in Q4 2025. | | See accompanying Notes to Statements of Cash Receipts and Disbursements. The Trust does not prepare a balance sheet or a statement of cash flows. 13 MILLS MUSIC TRUST NOTES TO STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS YEARS ENDED DECEMBER31, 2025 AND 2024 NOTE 1. ACCOUNTING POLICIES AND GENERAL INFORMATION Organization and Background Mills Music Trust (the Trust ) was created by a Declaration of Trust, dated December 3, 1964 (the Declaration of Trust ), for the purpose of acquiring from Mills Music, Inc. ( Old Mills ) the right to receive payment of a deferred contingent purchase price obligation (the Contingent Portion ) payable to Old Mills. The obligation to pay the Contingent Portion arose as the result of the sale by Old Mills of its music and lyric copyright catalogue (the Catalogue ) to a newly formed company pursuant to an asset purchase agreement dated December5, 1964 (the Asset Purchase Agreement ). Pursuant to the Asset Purchase Agreement, payment of the Contingent Portion to the Trust continues until the end of the year in which the last copyright in the Catalogue expires and cannot be renewed. The Contingent Portion amounts are currently payable by EMI Mills Music Inc. ( EMI ), the owner of the copyrighted materials contained in the Catalogue. The Trust has been advised that Sony/ATV Music Publishing LLC ( Sony/ATV ) is the administrator and manager of EMI and the Catalogue. HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust (the Corporate Trustee ) and Lee Eastman is the Individual Trustee of the Trust (the Individual Trustee and together with the Corporate Trustee, the Trustees ). Proceeds from Contingent Portion Payments The Trust receives quarterly payments of the Contingent Portion from EMI and distributes the amounts it receives to the registered owners of Trust Certificates (the Unit Holders ) representing interests in the Trust (the Trust Units ), after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Declaration of Trust provides that these are the Trusts sole responsibilities and that the Trust is prohibited from engaging in any business activities. Payments of the Contingent Portion to the Trust are based on royalty income which the Catalogue generates. The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust as its Contingent Portion payment obligation, in accordance with the terms of the Asset Purchase Agreement. Cash Distributions to Unit Holders The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust. Contingent Portion Payments Payments of the Contingent Portion to the Trust are ordinarily made on a quarterly basis, approximately two to three months after a quarter ends. The Trust distributes the amounts it receives in Contingent Portion payments to the Unit Holders after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The amount of each payment of the Contingent Portion is based on a formula provided in the Asset Purchase Agreement. Prior to the first quarter of 2010, the Contingent Portion was calculated as an amount ranging from 65% to 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty expenses. In addition, the Contingent Portion was guaranteed to be at least a minimum of $167,500 per quarter (the Minimum Payment Obligation ). 14 Beginning with the first quarter of 2010, the Asset Purchase Agreement provides for certain changes with respect to the calculation of the Contingent Portion. One such change is that the Minimum Payment Obligation is no longer in effect. The Trust is also of the view that the Contingent Portion payable to the Trust changed to a fixed 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty related expenses (the New Calculation Method ). However, EMI has disputed that the New Calculation Method is the correct interpretation of the Asset Purchase Agreement (the Calculation Method Dispute). As a result of the New Calculation Method not being applied, after giving effect to the Settlement described below, EMIs payments of the Contingent Portion have been deficient, in the Trusts view by the following amounts as of December 31, 2025 (the Calculation Method Underpayments ): | | | Quarterly Payment Period | | Amountof Deficiency($) | | | | March31, 2025 | | $ | 69,244 | | | | June30, 2025 | | | 0 | | | | September30, 2025 | | | 78,498 | | | | December31, 2025 | | | 0 | | | | | | | | | | Total | | $ | 147,742 | | | | | | | | | As of the date hereof, the Trust has not received any amounts in respect of the Calculation Method Underpayments, and EMI has expressly disagreed with the Trust. The Trust can offer no assurance that it will be able to recover any portion of the Calculation Method Underpayments or that it will resolve favorably the ongoing dispute relating to the New Calculation Method with respect to future payments of the Contingent Portion. Recent Audit Settlement On October1, 2020, the Trust engaged Citrin Cooperman& Company LLP, an accounting firm specializing in auditing royalty income ( Citrin ), to conduct a special audit of the books and records of EMI administered by Sony/ATV to determine the areas and extent of underpayment, if any, of quarterly Contingent Portion payments payable to the Trust for the periods beginning January1, 2016 and ended December31, 2020 (the Audit Period ). Citrins final report (the Citrin Report ) was delivered to the Trustees on April4, 2022. The Citrin Report identified multiple asserted royalty omissions and expense over-deductions from the Contingent Portion during the Audit Period in addition to the Calculation Method Underpayments. The Trust distributed the Citrin Report to EMI on or about April13, 2022. EMI has disputed the findings of the Citrin Report. On October 30, 2025 (the Settlement Date), the Trust, Trustees, EMI and certain EMI affiliates entered into a settlement agreement, effective as of July 1, 2025 (the Settlement Agreement), pursuant to which the parties agreed to settle (the Settlement) all claims (the Settled Claims) of the Trust and/or the Trustees (i) for all periods of time prior to December 31, 2024 relating to EMIs obligation to make Contingent Portion payments under the Asset Purchase Agreement, and (ii) regarding the interpretation of certain provisions of the Asset Purchase Agreement that had been subject to a tolling agreement between EMI and the Trust. Under the terms of the Settlement, among other things, (i) EMI made a payment to the Trust in the amount of $500,000 on November 5, 2025 in full and final settlement of the Settled Claims (the Settlement Payment), (ii) the Trust and EMI agreed to amend Section 1(c)(i)(A) of the Asset Purchase Agreement to provide that beginning with the quarterly period beginning July 1, 2025, in calculating any Contingent Portion Payment due and payable by EMI to the Trust, EMI shall cap the foreign sub-publishing fee between EMI and any foreign affiliate thereof at twenty-five percent (25%), which cap acts as a limitation on certain deductions that EMI can make against payments due to the Trust, and (iii) the Trust and EMI agreed to amend Section 1(c)(i)(B) of the Asset Purchase Agreement to provide that beginning with the quarterly period beginning July 1, 2025, EMI shall only be entitled to offset the costs associated with EMI obtaining U.S. copyright renewals for a song against royalty income collected by EMI in the U.S. for such song (and not against any foreign royalty income collected outside of the U.S. for such song), and this modification also serves to narrow permissible offsets to payments due from EMI to the Trust. The Settlement includes all claims relating to the Calculation Method Dispute through December 31, 2024 and all claims relating to the underpayments in the Citrin Report. The Settlement does not include any claims for any periods after December 31, 2024 nor does it resolve the Calculation Method Dispute. As such, the Trustees and EMI have not agreed to settle any claims relating to the Calculation Method Dispute or the Calculation Method Underpayments for any period of time after December 31, 2024. The Trust can offer no assurance that it will be able to recover any portion of the Calculation Method Underpayments that were not subject to the Settlement, or that it will favorably resolve the Calculation Method Dispute with respect to future payments of the Contingent Portion. For the full text of the pro forma Asset Purchase Agreement, as amended by the Settlement Agreement, please refer to the Current Report on Form 8-K, dated October 30, 2025, which the Trust filed with the Securities and Exchange Commission on November 5, 2025. 15 Unit Holder Distributions and Trust Expenses Recent Payments During the year ended December31, 2025, the Trust received a total of $1,570,141 from EMI, of which $500,000 was attributable to the Settlement Payment and the remainder of which was attributable to ordinary Contingent Portion Payments made by EMI to the Trust during the 2025 calendar year. During the year ended December31, 2024, the Trust received a total of $1,291,775 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2024 calendar year. Recent Distributions During the year ended December31, 2025, the Trust made cash distributions to Unit Holders in the aggregate amount of $652,817 ($2.35 per Trust Unit), as compared to cash distributions to Unit Holders in the aggregate amount of $658,733 ($2.37 per Trust Unit) during the year ended December31, 2024. For computation details regarding the distributions made during the year ended December31, 2025, please see the table headed Statements of Cash Receipts and Disbursements under Part II, Item 8, Financial Statements and Supplementary Data. Cash and Administrative Expenses As of December31, 2025 the Trust had an aggregate of $0 in unpaid administrative expenses for services rendered to the Trust. As of March31, 2026, the Trust had no unpaid administrative expenses for services rendered to the Trust prior to such date. Recent Accounting Pronouncements The Trustees do not believe that any recently issued, but not yet effective, accounting standards, if adopted, would have a material effect on the Trusts financial statement. Accounting Policies Payments from EMI to the Trust of the Contingent Portion are typically made in March, June, September and December for the prior calendar quarter. The payments received are accounted for on a cash basis, as are expenses. The Declaration of Trust provides for the distribution of all funds received by the Trust to the Unit Holders after expenses are paid. The Trusts financial statements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting, as contemplated by generally accepted accounting principles in the United States. The Trust does not prepare a balance sheet or a statement of cash flows. 16 NOTE 2. FEDERAL INCOME TAXES No provision for income taxes has been made since the liability thereof is that of the Unit Holders and not the Trust. NOTE 3. RELATED PARTY TRANSACTIONS The Trustees are paid in accordance with the Declaration of Trust, which provides that each Trustee shall receive annual compensation of $2,500, provided that such aggregate compensation to the Trustees as a group may not exceed 3% of the Contingent Portion amounts received by the Trust in any year. The Declaration of Trust also provides for the reimbursement of expenses reasonably incurred in the performance of a Trustees duties to the Trust, including clerical and administrative services. Accordingly, the Trustees are entitled to receive annual compensation and reimbursement for services performed for the Trust, including the Corporate Trustees services as the Registrar and Transfer Agent of the certificates representing the Trust Units. No expense is being charged or paid by the Trust for the office space and office equipment of the Corporate Trustee that is being utilized for the Trust. The Declaration of Trust also provides that if a Trustee performs unusual or extraordinary services, reasonable compensation for such services shall be paid, subject to the terms and conditions of the Declaration of Trust. Pursuant to the Declaration of Trust, disbursements were made as follows to the Trustees for the years ended December31, 2025 and December31, 2024: | | | | | | | | | | | | Trustee Fees Paid by the Trust | | 2025 | | | 2024 | | | | Individual Trustee Fees | | | $2,500 | | | | $3,125 | | | | Corporate Trustee Fees | | | 2,500 | | | | 2,500 | | | | Corporate Trustee Transfer Agent Registrar Fees(1) | | | 27,500 | | | | 24,375 | | | | | | | | | | | | | | Totals | | | $32,500 | | | | $30,000 | | | | | | | | | | | | | | (1) | These services are performed by the Corporate Trustee. | | NOTE 4. THE COPYRIGHT CATALOGUE The Catalogue is estimated to be composed of over 12,000 music titles (the Copyrighted Songs ), of which approximately 1,430 produced royalty income in recent years. Based on the Listing, the Trust derives its receipts principally from copyrights established in or prior to 1954 in the United States. The receipts fluctuate based on consumer interest in the nostalgia appeal of older songs and the overall popularity of the songs contained in the Catalogue. The Catalogue also generates royalty income in foreign countries in which copyright is claimed. A number of factors create uncertainties with respect to the Catalogues ability to continue to generate royalty income on a continuing, long-term basis for the Trust. These factors include: (i)the effect that foreign and domestic copyright laws and any changes thereto have or will have on renewal rights (e.g., vesting of renewal term rights), (ii) the length of the term of copyright protection under foreign and domestic copyright laws, (iii)reversionary rights that may affect whether EMI is able to retain its rights to the Copyrighted Songs during certain renewal terms (e.g., statutory termination of transfers or copyright recapture) and (iv)ongoing disputes regarding the payment and calculation of the Contingent Portion. The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust in accordance with its Contingent Portion payment obligation. The Trusts income is dependent, in part, on EMIs ability to maintain its rights in the Copyrighted Songs through copyright protection. Although Copyrighted Songs may continue to generate royalty revenue after their copyrights have expired, in general as the copyrights for the Copyrighted Songs expire, less royalty income will be generated, and the size of each payment of the Contingent Portion will be reduced accordingly. Based on the Listing, most of the Top 50 Songs obtained copyright registration under the U.S. Copyright Act of 1909 (the 1909 Act ) between 1926 and 1954. For copyrighted works subject to the 1909 Act, copyright law generally provides for a possible 95 years of copyright protection, subject to certain factors, including the initial registration date of each copyright and compliance with certain statutory provisions including notice and renewal. Based on the Listing, the Copyright expiration years for the Top 50 Songs, to the extent known, range between 2021 and 2049, as set forth in the Listing. 17 The Copyrighted Songs are subject to statutory rights of termination of transfers, which may impact whether EMI is able to retain its ownership of the Copyrighted Songs during their respective terms of copyright protection. For copyrights governed by the 1909 Act, this termination right vests at the end of two different renewal terms, which vary for each Copyrighted Song. As the owner of the Catalogue, EMI (and not the Trust) is responsible for administrating the Catalogue and seeking renewals of the Copyrighted Songs. The Asset Purchase Agreement provides that EMI is obligated to use its best efforts to secure renewals. NOTE 5. SEGMENT INFORMATION The Trust reports segment information based on the management approach which designates the internal reporting used by the Chief Operating Decision Maker, which are the Trusts Trustees (in such capacities, collectively, the CODM ), for making decisions and assessing performance as the source of the Trusts reportable segments. The Trust has one reportable segment: receiving quarterly payments of the Contingent Portion from EMI and distributing the amounts it receives to the Unit Holders, after payment of, or withholdings in connection with, expenses and liabilities of the Trust. As the Trust operates in one reportable segment, the CODM evaluates the performance of the Trust based on the aggregate amount of cash distributions which the Trust is able to pay to Unit Holders. The key performance metric considered by the CODM is cash distributions per Trust Unit. Material cash receipts, disbursements and withholdings of the Trust which are reviewed by the CODM include receipts of the Contingent Portion from EMI and administrative expenses, which primarily consist of third party service provider fees (including legal, accounting, auditor and printer fees) and Trustee and Transfer Agent Registrar fees. The CODM will continue to evaluate its segment reporting disclosures and make adjustments if and to the extent there are material changes in financial reporting requirements. NOTE 6. OTHER MATTERS None. 18 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in this report under the Securities Exchange Act of 1934 (the Exchange Act ) is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Trusts management, which is comprised of the Trust Officer of the Corporate Trustee and the Chief Financial Individual providing accounting services to the Trust, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Trusts management has evaluated the effectiveness of the design and operation of the Trusts disclosure controls and procedures as of December31, 2025. Based upon that evaluation and subject to the foregoing, the Trusts management concluded that the design and operation of the Trusts disclosure controls and procedures provided reasonable assurance that the disclosure controls and procedures are effective to accomplish their objectives. Managements Annual Report on Internal Control over Financial Reporting Management of the Trust is responsible for establishing and maintaining adequate internal control over financial reporting for the Trust as defined in Rule 13a-15(f) under the Exchange Act. The Trusts internal control over financial reporting is designed to provide reasonable assurance to management regarding the preparation and fair presentation of published financial statements and the reliability of financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management assessed the effectiveness of the Trusts internal control over financial reporting as of December31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework . Based on managements assessment, the Trust believes that, as of December31, 2025, the Trusts internal control over financial reporting is effective based on those criteria. This annual report does not include an attestation report of the Trusts independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Trusts independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Trust to provide only managements report in this annual report on Form 10-K. Changes in Internal Control Over Financial Reporting There were no changes in the Trusts internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended December31, 2025 that materially affected, or are reasonably likely to materially affect, the Trusts internal control over financial reporting. ITEM 9B. OTHER INFORMATION 10b5-1 Trading Plans During the three months ended December 31, 2025, none of the Trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement as defined in Item 408(c) of Regulation S-K. 19 [Table of Contents](#toc) PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The Trust does not have, nor does the Declaration of Trust provide for, officers, a board of directors or any employees. HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust and Lee Eastman is the Individual Trustee of the Trust. Pursuant to the Declaration of Trust, Trustees of the Trust serve until their removal or resignation, or in the case of Individual Trustees, their incapacity or death. Michael Reiss resigned as an Individual Trustee of the Trust effective as of March15, 2024. and his Individual Trustee seat is vacant as of March31, 2026. For more information regarding his resignation please refer to the Current Report on Form 8-K, which the Trust filed with the Securities and Exchange Commission on March21, 2024. HSBC Bank, USA, N.A.The Corporate Trustee (or its predecessor, Marine Midland Bank) has been the Corporate Trustee of the Trust since February 1965 and is a national banking association organized under the laws of the United States. Lee EastmanMr.Eastman is the principal lawyer at the firm of Eastman& Eastman. He is also responsible for the day to day operations of MPL Communications, Inc. and MPL Music Publishing, Inc. and is a principal of various music publishing interests. Mr.Eastman currently serves as a Trustee of Sesame Workshop. Mr.Eastman graduated from Stanford University in 1992 and from Stanford Law School in 1997. He has served on the Stanford Law School Board of Visitors and has been a guest speaker on the entertainment business at Stanford Law School. Code of Ethics On December23, 2014, the Trust adopted a code of ethics (as defined in Item 406 of Regulation S-K under the Securities Act of 1933) applicable to the Individual Trustees and the Trust Officers of the Corporate Trustee to the extent they provide services to the Trust (the Code of Ethics). A copy of the Code of Ethics will be provided to any person without charge upon written request to the Trust at its administrative office, c/o HSBC BANK USA, N.A., Corporate Trust, Issuer Services, 66 Hudson Boulevard East, New York, NY 10001. In addition, the Trust relies on the Corporate Trustee to abide by HSBC Bank, USA, N.A.s Statement of Business Principles and Code of Ethics, which is available on the Corporate Trustees website at https://www.hsbc.com/who-we-are/esg-and-responsible-business/our-conduct. Audit Committee The Trust is not a corporate entity and thus does not have an Audit Committee. The Trust has established a policy with regard to audit, audit-related and certain non-audit engagements of its independent auditors. Under this policy, the Trust annually approves certain limited, specified recurring services which may be provided by the Trusts accountant or independent auditors. All other engagements for services to be performed by the Trusts independent auditors must be separately pre-approved by the Trust. Joel Faden acts as Chief Financial Individual providing accounting services for the Trust. Insider Trading Policy The Trust has not adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of the Trusts securities by its directors, officers, and employees. The Trust does not have, nor does the Declaration of Trust require or provide for, officers, a board of directors or any employees. As of December 23, 2014, the Trust adopted a code of ethics (as defined in Item 406 of Regulation S-K under the Securities Act of 1933) (the Code of Ethics) applicable to the Individual Trustees and the Trust Officers of the Corporate Trustee to the extent they provide services to the Trust on behalf of the Corporate Trustee (each, a Covered Individual). Among other things, the Code of Ethics requires each Covered Individual to comply with the Declaration of Trust and all applicable governmental laws, rules and regulations, and to take reasonable steps and measures to avoid actual or apparent conflicts of interest. The Code of Ethics states that a conflict of interest arises when, among other things, a Covered Individual uses its position to advance a personal gain or advantage on the basis of sensitive information gained when acting in such capacity. In addition, as the Declaration of Trust requires the Trust to distribute to Unit Holders all funds it receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust, the Trust is prohibited from expending any amounts to purchase Trust Units. Due to the Trusts structure, the existence of the Code of Ethics and the restrictions set forth in the Declaration of Trust, the Trustees have not adopted insider trading policies and procedures for the Trust. The Trustees will continue to evaluate whether adopting such policies and procedures would be appropriate in the future. ITEM 11. EXECUTIVE COMPENSATION The Trust does not have, nor does the Declaration of Trust provide for, officers, a board of directors or any executives. The Trustees are paid in accordance with the Declaration of Trust, which provides that each Trustee shall receive annual compensation of $2,500, provided that such aggregate compensation to the Trustees as a group may not exceed 3% of the Contingent Portion amounts received by the Trust in any year. The Declaration of Trust also provides for the reimbursement of expenses reasonably incurred in the performance of a Trustees duties to the Trust, including clerical and administrative services. Accordingly, the Trustees are entitled to receive annual compensation and reimbursement for services performed for the Trust, including the Corporate Trustees services as the Registrar and Transfer Agent of the certificates representing the Trust Units. The Declaration of Trust also provides that if a Trustee performs unusual or extraordinary services, reasonable compensation for such services shall be paid, subject to the terms and conditions of the Declaration of Trust. See Note 3, Related Party Transactions under Part II, Item 8, Financial Statements and Supplementary Data for information regarding payments by the Trust to the Trustees made in accordance with the Declaration of Trust. The Declaration of Trust does not provide for any bonuses, stock awards, option awards, non-equity incentive plan compensation or nonqualified deferred compensation earnings. The Trust does not have severance agreements nor does it provide post-retirement benefits to any of the Trustees. 20 [Table of Contents](#toc) ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS To the best knowledge of the Trustees as of December31, 2025, the only persons who beneficially owned more than 5% of the Trust Units are as follows: | | | Name and Address of Beneficial Owner | | NumberofTrustUnits Owned | | | Percent ofTrust UnitsOutstanding(1) | | | | MPL Communications, Ltd.(2) 41 West 54th Street New York, New York 10019 | | | 79,609 | | | | 28.66 | % | | | Michael Reiss(3) 104 West Chestnut Suite 356 Hinsdale, IL 60521 | | | 18,385 | | | | 6.62 | % | | | First Eagle Investment Management, LLC(4) 1345 Avenue of the Americas NY, NY 10018 | | | 31,592 | | | | 11.38 | % | | | (1) | Based on 277,712 Trust Units outstanding. | | | (2) | Lee Eastman, an Individual Trustee of the Trust, is responsible for the day to day operations of MPL Communications, Ltd. | | | (3) | Michael Reiss resigned as an Individual Trustee effective as of March15, 2024. For more information regarding his resignation please refer to the Current Report on Form 8-K, which the Trust filed with the Securities and Exchange Commission on March21, 2024. | | | (4) | As reported on Schedule 13G/A filed with the SEC on January30, 2015. | | The Trust does not have, nor does the Declaration of Trust provide for, officers, a board of directors or any employees. There were no Trust Units owned or pledged by the Corporate Trustee as of December31, 2025. The Trust does not have any compensation plans under which the Trust Units are authorized for issuance. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The Trust does not have, nor does the Declaration of Trust provide for a board of directors. Pursuant to the Declaration of Trust, trustees of the Trust serve until their removal or resignation, or in the case of individual trustees, their incapacity or death. The Trustees are paid only in accordance with the Declaration of Trust. See Note 3, Related Party Transactions under Part II, Item 8, Financial Statements and Supplementary Data for information regarding payments by the Trust to the Trustees in accordance with the Declaration of Trust. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Audit Fees Fees paid to Hoberman& Lesser, CPAs, LLC for professional services rendered for the audit of the Trusts annual statement of cash receipts and disbursements and the review of its interim quarterly financial statements included in its quarterly reports on Forms 10-Q aggregated to $38,250 in 2025 and $32,000 in 2024. Audit-Related Fees $24,000 (2025) and $23,000 (2024) Tax Fees $0 All Other FeesFor Quarterly Reviews of Form 10Q $14,250 (2025) and $9,000 (2024) 21 [Table of Contents](#toc) Audit Committee The Trust is not a corporate entity and thus does not have an Audit Committee. The Trust has established a policy with regard to audit, audit-related and certain non-audit engagements of its independent auditors. Under this policy, the Trust annually approves certain limited, specified recurring services which may be provided by the Trusts accountant or independent auditors. All other engagements for services to be performed by the Trusts independent auditors must be separately pre-approved by the Trust. Joel Faden acts as Chief Financial Individual providing accounting services for the Trust. 22 [Table of Contents](#toc) PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES | | | | | Page | | | | 1. FINANCIAL STATEMENTS | | | | Report of Independent Registered Public Accounting Firm (PCAOB ID No.694) | | | 12 | | | | Statements of cash receipts and disbursements years ended December31, 2024 | | | 13 | | | | Notes to statements of cash receipts and disbursements years ended December31, 2024 | | | 14 | | | | 2. FINANCIAL STATEMENT SCHEDULES | | | | 3. EXHIBITS | | | | | | ExhibitNo. | | Description | | | | | 4(a) | | Declaration of Trust dated as of December3, 1964(1) | | | | | 4(b) | | Asset Purchase Agreement dated December5, 1964(2) | | | | | 31.1 | | Certification by the Chief Financial Individual providing accounting services pursuant to Section302 of the Sarbanes-Oxley Act of 2002 | | | | | 31.2 | | Certification by the Trust Officer of the Corporate Trustee pursuant to Section302 of the Sarbanes-Oxley Act of 2002 | | | | | 32.1* | | Certification by the Chief Financial Individual providing accounting services pursuant to Section906 of the Sarbanes-Oxley Act of 2002 | | | | | 32.2* | | Certification by the Trust Officer for the Corporate Trustee Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 | | | | | 101.INS | | Inline XBRL (eXtensible Business Reporting Language) Instance Document. | | | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. | | | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | 23 [Table of Contents](#toc) | | | ExhibitNo. | | Description | | | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. | | | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | (1) | Incorporated by reference to Exhibit 4.1 to the Trusts Annual Report on Form 10-K for the fiscal year ended December31, 2004. | | | (2) | Incorporated by reference to Exhibit 4 to the Trusts Current Report on Form 8-K, dated October 30, 2025, which the Trust filed with the Securities and Exchange Commission on November 5, 2025. All exhibits and schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC upon request. | | | * | Furnished, not filed | | ITEM 16. FORM 10-K SUMMARY Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. The Trust has elected not to include such summary information. 24 [Table of Contents](#toc) SIGNATURES Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | | March31, 2026 | | | | Mills Music Trust | | | | | | (Registrant) | | | | | | | By: | | /s/ Garfield Barrett | | | | | | Garfield Barrett | | | | | | Trust Officer of the Corporate Trustee | | | | | | HSBC Bank USA, N.A. | | 25