Form 4: Director Andrew Cole Boosts Perpetua Resources Stake

Perpetua Resources Director Andrew Cole acquired 378 Deferred Share Units, increasing his beneficial ownership to 23,508 units.

Summary

• Andrew Phillip Cole, a Director of Perpetua Resources Corp. (PPTA), acquired 378 Deferred Share Units (DSUs).
• The transaction occurred on December 23, 2025.
• These DSUs were received in lieu of a cash retainer for his service during the fourth quarter of 2025.
• Each DSU is equivalent to one common share of Perpetua Resources Corp. or its cash value, at the holder's election and subject to plan administrator approval.
• The DSUs are fully vested as of the grant date and will be settled following Mr. Cole's separation from service.
• The value of the DSUs was based on the closing price of the Issuer's Common Shares on the Nasdaq Capital Market on December 22, 2025, which was $27.7 per share.
• Following this transaction, Mr. Cole beneficially owns 23,508 DSUs.

Sentiment

Score: 7

Explanation: The acquisition of DSUs by a director in lieu of cash compensation is generally viewed positively as it aligns management's interests with long-term shareholder value. It indicates confidence in the company's future, though it's a routine compensation event rather than a direct market purchase.

Positives

• Director Andrew Cole's election to receive Deferred Share Units (DSUs) instead of cash for his service indicates a commitment to the company's long-term performance and aligns his interests with shareholders.
• The acquisition increases his beneficial ownership, signaling confidence in Perpetua Resources Corp.'s future.

Negatives

• No explicit negatives are present in this Form 4 filing, which primarily reports a routine compensation-related transaction.

Risks

• No specific risks are mentioned in this Form 4 filing.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the settlement terms of the Deferred Share Units upon the reporting person's separation from service.

Management Comments

• The Reporting Person elected to receive DSUs in lieu of a cash retainer for his service during the fourth quarter of 2025.

Industry Context

This transaction is a routine insider filing, common across industries where directors and executives receive equity-based compensation. It reflects a standard practice of aligning management incentives with shareholder value through stock-based awards rather than cash, particularly in resource companies where long-term project development is key.

Comparison to Industry Standards

• The practice of compensating directors with deferred share units (DSUs) in lieu of cash retainers is a common corporate governance strategy across various industries, including the mining and resources sector.
• This method aligns director interests with long-term shareholder value, similar to practices seen in companies like Barrick Gold (GOLD) or Newmont Corporation (NEM), where equity-based compensation is a significant component of executive and director pay.
• The vesting schedule, where DSUs are fully vested upon grant but settled upon separation from service, is a standard mechanism to encourage long-term commitment and responsible stewardship.

Corporate Governance

Related Party Transactions

• The acquisition of Deferred Share Units by Director Andrew Cole in lieu of cash compensation for his service constitutes a related party transaction, as it involves compensation between the company and a member of its board.

Stakeholder Impact

• Shareholders: The transaction aligns the director's interests with shareholders, potentially fostering long-term value creation.
• Management/Directors: The DSU grant provides equity-based compensation, incentivizing long-term commitment.

Next Steps

• Settlement of the Deferred Share Units will occur following Andrew Cole's separation from service.

Key Dates

Recommendation

This Form 4 filing reports a routine compensation event where a director elected to receive equity instead of cash. While it signals confidence from an insider, it does not provide new fundamental information about the company's operations, financial performance, or strategic direction that would warrant a change in investment recommendation. It's a neutral event from an investment decision perspective, reinforcing a 'hold' position if already established, or not providing a strong catalyst for a 'buy' or 'sell'.

Keywords

Perpetua Resources, PPTA, Form 4, Insider Trading, Director Compensation, Deferred Share Units, DSU, Equity Incentive Plan, Beneficial Ownership