11/07/2025 | Press release | Distributed by Public on 11/07/2025 17:34
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (1) | 05/02/2036 | Common Stock | 223,515 | $1.1185(5) | D | |
| Stock Option (Right to Buy) | (1) | 02/06/2037 | Common Stock | 335,272 | $1.4764(5) | D | |
| Stock Option (Right to Buy) | (1) | 08/01/2038 | Common Stock | 8,941 | $2.0133 | D | |
| Stock Option (Right to Buy) | (2) | 02/06/2039 | Common Stock | 447,030 | $2.0133 | D | |
| Stock Option (Right to Buy) | (1) | 01/27/2040 | Common Stock | 111,758 | $2.0133 | D | |
| Stock Option (Right to Buy) | (1) | 11/18/2040 | Common Stock | 223,515 | $2.237 | D | |
| Stock Option (Right to Buy) | (1) | 05/19/2042 | Common Stock | 89,406 | $2.237 | D | |
| Stock Option (Right to Buy) | 04/01/2024(3) | 04/01/2043 | Common Stock | 156,461 | $2.237 | D | |
| Stock Option (Right to Buy) | 06/20/2027(4) | 06/25/2045 | Common Stock | 134,109 | $7.8295 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Smith William F. 2730 W. TYVOLA ROAD, SUITE 100 CHARLOTTE, NC 28217 |
Chief Operating Officer | |||
| /s/ Steven M. Millsap, pursuant to Power of Attorney | 11/07/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Consists of options granted pursuant to the Terrestrial Energy Inc. Second Amended and Restated 2024 Stock Option Plan. The options are currently exercisable. |
| (2) | Consists of options granted pursuant to the Terrestrial Energy Inc. Second Amended and Restated 2024 Stock Option Plan. The options vest based on certain specified milestone conditions. |
| (3) | Consists of options granted pursuant to the Terrestrial Energy Inc. Second Amended and Restated 2024 Stock Option Plan. The options vest in one-third increments on each of the first, second and third anniversaries of the grant date, subject to the reporting person's continued service through each applicable vesting date. |
| (4) | Consists of options granted pursuant to the Terrestrial Energy Inc. Second Amended and Restated 2024 Stock Option Plan. The options vest in one-half increments on June 20, 2027 and June 30, 2028. |
| (5) | Price is expressed in Canadian dollars. |
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Remarks: Exhibit List - Exhibit 24.1 - Power of Attorney |
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