SCHEDULE: Terrestrial Energy CEO Simon Irish Discloses 12.8% Stake

Terrestrial Energy Inc. CEO Simon Irish has reported beneficial ownership of 12.8% of the company's common stock following a recent business combination.

Summary

• Simon Irish, Chief Executive Officer and a director of Terrestrial Energy Inc., beneficially owns 13,586,445 shares of common stock, representing 12.8% of the class.
• This ownership includes 2,818,520 shares held by SWH Capital LLC, 52,255 shares held by SWH Capital LLC Defined Benefit Plan, 5,271,236 shares underlying vested or soon-to-vest stock options, and 134,109 shares underlying exercisable warrants.
• An additional 3,014,391 shares are subject to a Voting Co-ordination Agreement with Chief Technology Officer Dr. David LeBlanc, granting Mr. Irish sole voting power over these shares.
• The shares were acquired pursuant to a Business Combination Agreement, dated March 26, 2025, which closed on October 28, 2025, involving the merger of HCM II Merger Sub Inc. into Legacy Terrestrial Energy Development Inc.
• Mr. Irish entered into a Lock-Up Agreement restricting the transfer of certain shares for up to one year following the October 28, 2025, closing date.
• The Lock-Up Agreement allows for partial release (50%) of shares after 180 days if the dollar volume-weighted average adjusted price (VWAP) equals or exceeds $15.00 per share, and full release if the VWAP equals or exceeds $20.00 per share.

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of beneficial ownership post-merger. The lock-up agreement and voting agreement are standard for such transactions, indicating stability in management's commitment and control, which is mildly positive. No negative operational news is present.

Positives

• CEO Simon Irish's significant beneficial ownership of 12.8% of common stock aligns his interests with those of shareholders.
• The Lock-Up Agreement demonstrates management's commitment to the company's long-term value, with specific price targets of $15.00 and $20.00 per share for share release, indicating confidence in future appreciation.
• The Voting Co-ordination Agreement between the CEO and CTO ensures unified leadership control over a substantial block of shares, potentially leading to more stable governance.

Negatives

• No specific negative operational or financial information is disclosed in this ownership filing.

Risks

• The Lock-Up Agreement restricts the Reporting Person's ability to sell a significant portion of his shares for up to one year, potentially limiting his personal liquidity.
• Future sales of securities by the Reporting Person, once lock-up restrictions expire, could potentially impact the Issuer's share price.

Future Outlook

Simon Irish may from time to time buy or sell securities of the Issuer as appropriate for his personal circumstances, subject to the Lock-Up Agreement and the Issuer's Insider Trading Policy. He reserves the right to formulate future plans or proposals that may relate to or result in changes to the Issuer's corporate activities.

Management Comments

• Acquired shares for investment purposes and to incentivize him in connection with his employment with the Issuer.
• As Chief Executive Officer and a member of the Issuer's Board of Directors, may have influence over the corporate activities of the Issuer.

Industry Context

This filing is a standard disclosure following a business combination, detailing the beneficial ownership of a key executive. It does not provide specific industry-related operational or strategic updates, but rather focuses on corporate governance and insider holdings post-merger, which is a common practice in the financial industry for transparency.

Corporate Governance

Related Party Transactions

• Voting Co-ordination Agreement between Simon Irish (CEO) and Dr. David LeBlanc (CTO) to direct voting of shares.
• Lock-Up Agreement between Simon Irish (CEO) and the Issuer regarding restrictions on share transfers.

Stakeholder Impact

• **Shareholders:** Simon Irish's significant ownership and the lock-up agreement may signal confidence and long-term commitment from leadership. The voting agreement centralizes control, potentially leading to more stable decision-making.
• **Management/Employees:** The shares acquired by Simon Irish serve as an incentive for his employment, aligning his performance with company value.

Next Steps

• The Lock-Up Agreement will restrict transfers for up to one year following the October 28, 2025, closing date.
• After 180 days post-closing, 50% of Key Holder Lock-Up Shares may be transferred if the VWAP equals or exceeds $15.00 per share.
• After 180 days post-closing, all Key Holder Lock-Up Shares may be transferred if the VWAP equals or exceeds $20.00 per share.
• Simon Irish may purchase additional securities or dispose of existing investments in the future, subject to the Lock-Up Agreement, Insider Trading Policy, and securities law.

Key Dates

Recommendation

This Schedule 13D filing primarily details the beneficial ownership of CEO Simon Irish following a business combination. While his significant stake and the lock-up agreement demonstrate management's commitment and alignment with shareholder interests, the filing lacks operational or financial performance data to warrant a 'buy' or 'sell' recommendation. It is a disclosure of a structural change in ownership and governance post-merger, suggesting a 'hold' position until further financial or strategic updates are available.

Keywords

Terrestrial Energy Inc., Simon Irish, Schedule 13D, Beneficial Ownership, Business Combination, Merger, Voting Agreement, Lock-Up Agreement, Corporate Governance