On April 3, 2025, the Compensation Committee of the Board granted 5,660 RSUs to each member of the Board under the 2024 Incentive Plan, which shall be settled in shares of the Company’s Class A common stock. Each RSU award had a grant date fair value of $150,000. Millrose granted 28,300 RSUs in the aggregate, and such RSUs vest on the earlier of (x) the first anniversary of the grant date and (y) the date of Millrose’s annual stockholder meeting that next follows the grant date, subject to the applicable Board member's continuous service on the Board.

On December 10, 2025, the Compensation Committee of the Board granted an additional 6,451 RSUs to each member of the Board under the 2024 Incentive Plan which shall be settled in shares of the Company’s Class A common stock. Each RSU award had a grant date fair value of $207,000. Millrose granted 32,255 RSUs in the aggregate, half of which vest on the earlier of (x) April 3, 2026 and (y) the date of Millrose’s first annual stockholder meeting that next follows the grant date, and the remaining half of which vest on the earlier of (x) April 3, 2027 and (y) the date of Millrose’s second annual stockholder meeting following the grant date, in each case, subject to the applicable member of the Board's continuous service on the Board.

The Company records the RSU award costs on a straight-line basis over the vesting period as stock-based compensation expense in operating expenses. Stock-based compensation expense related to the share-based awards was $0.7 million for the year ended December 31, 2025.

The fair value of nonvested shares is determined based on the trading price of the Company’s common stock on the grant date. The weighted average fair value of unvested shares during the year ended December 31, 2025 was $29.50 per share. A summary of the Company’s nonvested shares activity for the year ended December 31, 2025 was as follows:


	Shares		Weighted Average Grant Date Fair Value per Share
Nonvested Shares as of February 7, 2025 Spin-Off date		—		—
Grants		60,555		29.50
Vested		—		—
Forfeited		—		—
Nonvested Shares at December 31, 2025		60,555		29.50

As of December 31, 2025, there was $1.1 million of unrecognized compensation expense related to unvested RSU awards granted under the 2024 Incentive Plan. There were no forfeited or vested awards as of December 31, 2025.

The RSUs granted under the 2024 Incentive Plan include dividend equivalent rights (“DERs”), which entitle the holder to receive, upon vesting of the related RSUs, cash payments equal to dividends declared on the Company’s Class A common stock during the period between the grant date and the vesting date of the RSUs. The Company accrues the associated DER amounts as dividends are declared, with corresponding amounts recorded as additional paid‑in capital. As of December 31, 2025, the Company accrued approximately $0.1 million related to these DERs.

Sales, general, and administrative expenses for the Predecessor Millrose Business include $10.2 million of stock-based compensation expense for the year ended December 31, 2024. Stock-based compensation was allocated to the Predecessor Millrose Business on a specific identification basis or using a proportional cost allocation method, as applicable, as disclosed in the Company’s Form 10-K for the year ended December 31, 2024. The allocated amounts are classified in Sales, General, and Administrative Expenses from Pre-Spin Periods on the Company’s consolidated statements of operations.