Form 4: Perpetua Director Acquires Equity Compensation

Perpetua Resources Corp. Director Alexander Sternhell acquired 368 Deferred Share Units in lieu of a cash retainer for Q3 2025 service.

Summary

• Alexander Sternhell, a Director of Perpetua Resources Corp. (PPTA), acquired 368 Deferred Share Units (DSUs) on September 25, 2025.
• The DSUs were received in lieu of a cash retainer for his service during the third quarter of 2025.
• Each DSU entitles the holder to receive one common share of Perpetua Resources Corp. or, at the holder's election and subject to approval, cash equal to the value thereof.
• The DSUs are fully vested as of the grant date and will be settled following Mr. Sternhell's separation from service.
• The value of the DSUs was based on the closing price of Perpetua's Common Shares on the Nasdaq Capital Market on September 24, 2025, which was $18.86 per share.
• Following this transaction, Mr. Sternhell beneficially owns 55,209 Deferred Share Units.

Sentiment

Score: 6

Explanation: Slightly positive, as a director electing equity compensation over cash generally indicates confidence in the company's future and aligns their interests with shareholders.

Positives

• Director Alexander Sternhell elected to receive equity compensation (Deferred Share Units) instead of cash for his service, indicating alignment of his interests with those of shareholders.
• The DSUs are fully vested upon grant, providing immediate equity exposure.

Future Outlook

The Deferred Share Units are fully vested as of the grant date and will be settled following 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 third quarter of 2025.

Industry Context

This transaction represents a standard practice in corporate governance where non-executive directors receive a portion of their compensation in equity or equity-linked instruments, aligning their long-term interests with those of shareholders. This is a common compensation structure across various industries for publicly traded companies.

Comparison to Industry Standards

• The practice of compensating directors with equity, such as Deferred Share Units, is a widely adopted standard among publicly traded companies, including those in the mining and resources sector like Perpetua Resources Corp. This aligns with best practices seen in companies such as Barrick Gold (GOLD) or Newmont Corporation (NEM), where executive and director compensation often includes a significant equity component to foster long-term value creation and shareholder alignment.
• The vesting schedule, where DSUs are fully vested upon grant but settled upon separation from service, is a common structure for non-executive director compensation, ensuring continued engagement while serving on the board.

Corporate Governance

Related Party Transactions

• Director Alexander Sternhell received 368 Deferred Share Units as compensation for his service, which constitutes a transaction between the company and a related party (a director).

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholder value through equity compensation.
• Management: Standard compensation practice for non-executive directors.

Next Steps

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

Key Dates

Recommendation

The filing details a routine insider transaction where a director elected to receive equity compensation (DSUs) instead of cash. While this aligns the director's interests with shareholders, it is a standard compensation practice and does not provide new fundamental information to warrant a change in investment recommendation based solely on this disclosure.

Keywords

Perpetua Resources, PPTA, Alexander Sternhell, Director, Deferred Share Units, DSU, Insider Transaction, SEC Form 4, Equity Compensation