Prior to March 14, 2025, the Company was authorized to issue a number of equity awards equal to 15% of the Company’s issued and outstanding Common Shares under the terms of the 2020 Option Plan, together with Common Shares that were issuable pursuant to outstanding awards or grants under any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including the MindMed Performance and Restricted Share Unit Plan (“2020 PRSU Plan”) and ESPP. The 2020 Option Plan and the 2020 PRSU Plan were retired effective March 14, 2025, and no further grants will be made under the 2020 Option Plan or the 2020 PRSU Plan. With the retirement of the 2020 Option Plan and the 2020 PRSU Plan, the ESPP and any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares (including inducement grants made outside a plan) are no longer subject to the 15% limitation from the Prior Plans.

In June 2025, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”), consisting of (a) 4,500,000 Common Shares reserved for issuance under the 2025 Plan, and (b) a maximum of 9,318,090 Common Shares (the “Outstanding Award Shares”) consisting of (i) an aggregate of 3,500,979 Common Shares that were subject to outstanding option awards under the 2020 Option Plan and (ii) an aggregate of 5,817,111 Common Shares subject to outstanding restricted stock unit (“RSU”) awards and performance share unit (“PSU”) awards under the 2020 PRSU Plan. The Outstanding Award Shares will become available for issuance under the 2025 Plan if and as such awards under the 2020 Option Plan and the 2020 PRSU Plan are forfeited or otherwise terminated. As of March 31, 2026, 425,935 stock options, 2,270,010 RSUs, and 285,000 PSUs have been granted under the 2025 Plan.

The Company also grants inducement equity awards consisting of stock options, RSUs or PSUs to newly hired employees as an inducement material to the employees entering into employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4). All such inducement grants are granted outside of the Company’s equity incentive plans and are approved by the Compensation Committee of the Company’s Board of Directors prior to issuance. During the three months ended March 31, 2026, the Company issued inducement grants consisting of 307,610 stock options and 34,500 PSUs. As of March 31, 2026, there were an aggregate of 3,613,410 inducement awards outstanding consisting of (i) 3,234,410 stock options, (ii) 60,000 RSUs and (iii) 319,000 PSUs.

Stock Options

The expense recognized related to options during the three months ended March 31, 2026 and 2025 was $2.4 million and $1.6 million, respectively.

Restricted Share Units

During the three months ended March 31, 2026, RSUs granted include 319,500 PSUs that vest based on the achievement of certain clinical milestones and require service for 36 months after grant. As of March 31, 2026, the Company has determined that all of these milestones are probable of achievement, which means that the PSUs would vest at 200% or a total of 639,000 PSUs, which is included in "Granted" in the table above. The Company will recognize the related compensation expense for awards that are probable of vesting over the 36 month requisite service period.

The expense recognized related to RSUs during the three months ended March 31, 2026 and 2025 was $4.6 million and $1.8 million, respectively.

Employee Share Purchase Plan

In August 2024, the Company commenced the first offering under the ESPP. Subsequent to this offering, new offerings under the ESPP commence automatically every six months until the earlier of (i) termination or modification by the Compensation Committee of the Company’s Board of Directors and (ii) such time when all Common Shares reserved under the ESPP have been issued. During the three months ended March 31, 2026, the Company recognized $0.1 million of expense in relation to its ESPP and issued 33,787 Common Shares under the ESPP.

Stock-based Compensation Expense

As of March 31, 2026, there was approximately $23.2 million of total unrecognized stock-based compensation expense, related to unvested options granted to employees and directors under the Stock Option Plan that is expected to be recognized over a weighted average period of 3.1 years. As of March 31, 2026, there was approximately $68.7 million of total unrecognized stock-based compensation expense, related to RSUs granted to employees under the PRSU Plan that is expected to be recognized over a weighted average period of 3.2 years.

Directors' Deferred Share Unit Plan

On April 16, 2021, the Company adopted the Definium Therapeutics Director’s Deferred Share Unit Plan (the “DDSU Plan”). The DDSU Plan sets out a framework to grant non-employee directors DDSUs, which are cash settled awards. The DDSUs generally vest ratably over twelve months after grant and are settled within 90 days of the date the director ceases service to the Company. For the three months ended March 31, 2026, $1.0 million of stock-based compensation expense was recognized relating to the revaluation of the vested DDSUs, and recorded in general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive loss. For the three months ended March 31, 2025, a nominal amount of stock-based compensation expense was recognized relating to the revaluation of the vested DDSUs.

During the three months ended March 31, 2026, the Company did not issue any additional DDSUs. There were 197,932 DDSUs vested as of March 31, 2026. The liability associated with the outstanding vested DDSU’s was $3.6 million as of March 31, 2026, and was recorded to accrued expenses in the accompanying condensed consolidated balance sheets.