Form 4: Director's Ownership Shift in Terrestrial Energy

Terrestrial Energy Director Shawn Matthews reports a significant change in beneficial ownership following a distribution of common stock and warrants from HCM Investor Holdings II, LLC.

Summary

• Shawn Matthews, a Director of Terrestrial Energy Inc., reported changes in his beneficial ownership of the company's securities.
• On November 6, 2025, HCM Investor Holdings II, LLC (the "Sponsor") distributed an aggregate of 5,675,000 shares of common stock and 4,275,000 warrants to its members.
• Shawn Matthews received 2,755,000 shares of Common Stock and 775,000 Warrants from this distribution for no consideration.
• Following the reported transaction, Shawn Matthews directly owns 533,514 shares of Common Stock.
• He indirectly beneficially owns 2,755,000 shares of Common Stock and 775,000 Warrants through HCM Investor Holdings II, LLC, where he serves as the sole Managing Member.
• Additionally, he indirectly beneficially owns 1,267,599 Warrants through Hondo Holdings LLC, for which he is the sole managing member.
• The warrants have an exercise price of $11.5 and are exercisable until October 28, 2030.
• The distribution was exempt from Section 16 of the Securities Exchange Act of 1934 under Rule 16a-13, as it represents a change in the form of beneficial ownership.

Sentiment

Score: 5

Explanation: The filing reports a change in the form of beneficial ownership for a director, which is a neutral event in itself, not directly indicating positive or negative company performance or strategic shifts.

Positives

• Shawn Matthews, a Director, increased his direct beneficial ownership of Terrestrial Energy Inc. common stock and warrants through a distribution for no consideration.
• The transaction is a change in the form of beneficial ownership, not a sale, indicating continued holding of the securities by the director.

Future Outlook

Not applicable. This filing is a report of changes in beneficial ownership and does not contain forward-looking statements or guidance.

Industry Context

Not applicable. This filing pertains to an individual's beneficial ownership changes and does not provide broader industry context.

Related Party Transactions

• HCM Investor Holdings II, LLC, where Shawn Matthews is the sole Managing Member, distributed securities to its members, including Shawn Matthews, for no consideration.

Stakeholder Impact

• Shareholders may view the director's increased direct beneficial ownership as a sign of continued alignment with shareholder interests.

Key Dates

Keywords

Terrestrial Energy Inc., IMSR, Shawn Matthews, HCM Investor Holdings II, LLC, Hondo Holdings LLC, beneficial ownership, common stock, warrants, director, insider transaction, SEC Form 4