Terrestrial Energy Director Kathryn McCarthy Awarded 2,049 Restricted Stock Units Under 2025 Equity Plan

Equity Award Granted to Director Under 2025 Incentive Plan

On July 23, 2026, Kathryn Ann McCarthy, serving as a director of Terrestrial Energy Inc., was granted 2,049 restricted stock units pursuant to the company’s 2025 Equity Incentive Plan. This plan is designed to provide equity-based compensation to eligible participants, including board members and employees. McCarthy’s registered address is listed as the company’s headquarters in Charlotte, North Carolina.

Each restricted stock unit represents a contingent right to acquire one share of Terrestrial Energy’s common stock with no exercise price required upon vesting. This form of equity compensation aligns the interests of directors with shareholders by providing equity exposure without upfront payment obligations.

Vesting Terms and Service Conditions

The granted RSUs will vest fully on December 31, 2026, approximately five months after the grant date. Vesting is conditioned on McCarthy’s continued service as a director through the vesting date, a standard requirement in director compensation to ensure ongoing board participation.

Upon vesting, the RSUs will convert into common stock shares, granting McCarthy direct ownership of the underlying shares. Post-transaction disclosures indicate McCarthy beneficially owns 2,049 shares represented by these RSUs in direct form, with no indirect ownership reported.

Direct Beneficial Ownership of Restricted Stock Units

The filing confirms that McCarthy holds the RSUs in direct beneficial ownership, meaning she has direct control and beneficial interest in the units without intermediary entities or arrangements. This ownership structure provides transparency regarding board members’ equity stakes. There is no indication of indirect ownership through trusts or family entities.

As of the filing date, McCarthy’s total beneficial ownership in Terrestrial Energy consists solely of these 2,049 RSUs. The filing does not disclose any other securities holdings by McCarthy before or after this transaction.

Overview of Terrestrial Energy’s 2025 Equity Incentive Plan

The 2025 Equity Incentive Plan serves as the company’s formal mechanism for granting equity awards such as RSUs, stock options, and other equity instruments to eligible participants. It is commonly used to compensate and retain directors and employees in public companies.

RSUs under this plan provide directors with equity exposure aligned with long-term shareholder value, without immediate transfer of voting rights until vesting and conversion. The plan allows the company to customize vesting schedules and service requirements to meet governance and retention goals.

Transaction Reporting and Execution Details

The transaction was reported in a regulatory filing with the earliest transaction date of July 23, 2026, and the filing date of July 27, 2026. The filing was executed by Brian Thrasher as attorney-in-fact on behalf of McCarthy, a standard procedure for insider transaction disclosures.

The RSUs are classified as derivative securities for reporting purposes, representing contingent rights to acquire common stock. No deemed execution date was noted, indicating a straightforward grant without complex timing provisions.

Director Status and Regulatory Compliance

The filing identifies McCarthy as a director of Terrestrial Energy Inc., subject to Section 16 reporting requirements for officers and directors of public companies. This status mandates disclosure of equity transactions and beneficial ownership positions, classifying McCarthy as an insider under securities laws.

McCarthy is not reported as a 10% beneficial owner nor as an executive officer. Her reporting obligations stem solely from her director role, which triggers Section 16 compliance regardless of ownership percentage.

No Exercise Price on Restricted Stock Units

The RSUs carry no exercise price, meaning upon vesting on December 31, 2026, McCarthy will receive shares of common stock without any payment obligation. This zero exercise price feature is typical for RSUs, distinguishing them from stock options that require payment of a strike price.

This structure simplifies the award’s economics, providing direct equity participation without requiring funding from the recipient at vesting. It is a common practice in director compensation to minimize administrative complexity.

Settlement and Transition to Stockholder Status

Upon vesting, the 2,049 RSUs will convert into an equal number of Terrestrial Energy common stock shares. McCarthy will then hold full shareholder rights, including voting and economic benefits. This conversion typically occurs automatically without further action from the director.

The settlement process is managed by the company’s transfer agent and equity plan administrator. Investors can monitor subsequent filings for updates on insider ownership changes following the vesting date in late 2026.

Implications for Investors and Market Participants

This equity grant underscores Terrestrial Energy’s commitment to director compensation and retention strategies. Such grants are generally viewed as aligning board members’ interests with long-term shareholder value. However, the immediate impact on share price appears limited given the modest size of the award relative to overall market capitalization and trading volume.

Investors tracking insider activity may interpret director equity awards as positive indicators of board confidence in the company’s outlook, though these grants are standard corporate practices rather than exceptional events. Market observers should continue monitoring insider filings and company announcements for broader insights into management perspectives and strategic developments.