Form 4: Perpetua Resources Director Boosts Equity Holdings

Perpetua Resources Director Jeffrey L Malmen acquired 378 Deferred Share Units, valued at $27.7 each, in lieu of a cash retainer for his fourth-quarter 2025 service.

Summary

• Jeffrey L Malmen, 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 entitles the holder to receive one common share of Perpetua Resources Corp. or, at the holder's election and administrator's approval, cash equal to its value.
• The DSUs are fully vested as of the grant date.
• Settlement will occur following Mr. Malmen's separation from service.
• The value per DSU is based on the closing price of Perpetua Resources Corp.'s Common Shares on the Nasdaq Capital Market on December 22, 2025, which was $27.7.
• Following this transaction, Mr. Malmen beneficially owns 56,275 DSUs.

Sentiment

Score: 6

Explanation: Slightly positive, as a director choosing equity over cash indicates confidence and alignment with shareholder interests, though it's a routine compensation event.

Positives

• Director Jeffrey L Malmen's election to receive Deferred Share Units (DSUs) instead of cash for his service demonstrates alignment of his interests with those of shareholders.
• The DSUs are fully vested upon grant, providing immediate equity exposure.

Negatives

• No direct negative implications are apparent from this routine compensation disclosure.

Future Outlook

The Deferred Share Units will be settled following the reporting person's separation from service, indicating a long-term equity holding.

Management Comments

• The Reporting Person elected to receive DSUs in lieu of a cash retainer for his service during the fourth quarter of 2025.
• The DSUs are fully vested as of the date of grant and will be settled following the reporting person's separation from service.

Industry Context

The practice of compensating directors with equity, such as Deferred Share Units, is a common corporate governance strategy across various industries. It aims to align the interests of directors with those of long-term shareholders by tying a portion of their compensation to the company's stock performance.

Comparison to Industry Standards

• Compensating directors with equity-based awards like DSUs is a standard practice among publicly traded companies, particularly in the mining and resources sector, to foster long-term commitment and align director incentives with shareholder value creation.
• Many companies, including peers in the materials sector, utilize similar equity incentive plans to retain and motivate key personnel and directors, often with vesting schedules or settlement conditions tied to service separation.

Related Party Transactions

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

Stakeholder Impact

• Shareholders: The election of equity compensation by a director can be viewed positively as it aligns the director's financial interests with the long-term performance of the company's stock, potentially fostering more shareholder-centric decision-making.
• Employees: No direct impact on employees is indicated by this specific filing.

Next Steps

• The Deferred Share Units will be settled following Jeffrey L Malmen's separation from service from Perpetua Resources Corp.

Key Dates

Keywords

Perpetua Resources, PPTA, Jeffrey L Malmen, Director Compensation, Deferred Share Units, DSU, Insider Transaction, Equity Compensation, SEC Form 4