Business Description

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 December 5, 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 Trust’s 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, “Management’s 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.…