Note 12. Stock-Based Compensation Expense

The Company grants RSUs to its non-employee directors under the 2024 Incentive Plan. RSUs granted on April 3, 2025 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. RSUs granted on December 10, 2025 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.

On May 13, 2026, the Compensation Committee of the Board granted an annual equity retainer of 5,639 RSUs to each member of the Board under the 2024 Incentive Plan which will be settled in shares of the Company’s Class A common stock, subject to the vesting criteria described below. Each RSU award had a grant date fair value of $150,392. Millrose granted

28,195 RSUs in the aggregate, which vest on the earlier of (x) the first anniversary of the grant date and (y) the date of Millrose’s next annual stockholder meeting.

The Company recognizes stock-based compensation expense on a straight-line basis over the vesting period. Stock-based compensation expense for the three months ended June 30, 2026 and 2025 was $0.2 million and $0.2 million, respectively. Stock-based compensation expense for the six months ended June 30, 2026 and 2025 was $0.9 million and $0.2 million, respectively.

The fair value of nonvested shares is determined based on the trading price of the Company’s Class A common stock on the grant date. The weighted-average grant date fair value presented in the table above is calculated by weighting the grant date fair value of each award by the number of shares underlying such awards.

On April 3, 2026, 44,430 RSUs granted on April 3, 2025 and December 10, 2025 vested pursuant to the vesting terms outlined above. As of June 30, 2026, unrecognized compensation expense related to unvested RSUs was approximately $1.0 million and is expected to be recognized over a weighted-average period of approximately 0.3 years.

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 June 30, 2026, the Company accrued approximately $0.1 million related to these DERs.