IMSR director’s Form 3 lists shares, options, and exchangeables
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Terrestrial Energy Inc. (IMSR) filed an initial statement of beneficial ownership for a director effective 10/28/2025.
The reporting person holds 25,946 shares of Common Stock (direct). Derivative holdings include stock options for 447,030 shares at $0.0028 (CAD) expiring 02/01/2036; 670,544 shares at $1.1185 (CAD) expiring 02/01/2036; 111,758 shares at $1.4764 (CAD) expiring 02/06/2037; and smaller grants including 6,035 shares at $2.0133 expiring 06/16/2038. Additional options at $2.237 cover 11,176 (expires 05/19/2042) and 78,231 (expires 04/01/2043), with others expiring through 01/01/2045. Prices noted in CAD.
The filing lists Exchangeable Shares for 558,787 (direct) and 134,109 (indirect) shares, exchangeable into Common Stock with no expiration, and warrants for 78,231 shares at $2.237 expiring 07/31/2028. A contingent value right may deliver additional shares if the 20‑day VWAP after the lock‑up is below 75% of the $7.905 redemption price. Holdings reflect exchanges tied to the Business Combination with Legacy Terrestrial.
Positive
- None.
Negative
- None.
Insider Trade Summary
14 transactions reported
Mixed
14 txns
Insider
MacDiarmid John Hugh
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Exchangeable Shares | -- | -- | -- |
| holding | Exchangeable Shares | -- | -- | -- |
| holding | Warrants (Right to Buy) | -- | -- | -- |
| holding | Contingent Value Right | -- | -- | -- |
| holding | Common Stock, par value $0.0001 per share ("Common Stock") | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 447,030 shares (Direct);
Exchangeable Shares — 558,787 shares (Direct);
Exchangeable Shares — 134,109 shares (Indirect, Through Corporation);
Warrants (Right to Buy) — 78,231 shares (Direct);
Contingent Value Right — 0 shares (Direct);
Common Stock, par value $0.0001 per share ("Common Stock") — 25,946 shares (Direct)
Footnotes (1)
- Upon closing of the business combination (the "Business Combination") between Terrestrial Energy Inc., a Delaware corporation formerly known as HCM II Acquisition Corp. ("New Terrestrial"), and Terrestrial Energy Development Inc., a Delaware corporation formerly known as Terrestrial Energy Inc. ("Legacy Terrestrial"), the reporting person acquired these securities in exchange for the reporting person's securities in Legacy Terrestrial pursuant to the terms and conditions of the Business Combination Agreement, dated as of March 26, 2025, by and among HCM II Acquisition Corp., HCM II Merger Sub Inc. and Legacy Terrestrial. Consists of options granted pursuant to the Legacy Terrestrial Second Amended and Restated 2024 Stock Option Plan. The options are currently exercisable. Consists of options granted pursuant to the Legacy Terrestrial 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. Represents exchangeable shares in the capital of Terrestrial Energy Canada (Exchange) Inc., an indirect wholly-owned subsidiary of New Terrestrial, which are exchangeable for Common Stock of New Terrestrial, subject to adjustment. The exchangeable shares have no expiration date. Consists of Legacy Terrestrial warrants to purchase common stock that are currently exercisable. Consists of contingent value right issued upon conversion of Legacy Terrestrial convertible notes in connection with the Business Combination. Each contingent value right entitles the holder to receive additional shares of Common Stock in the event that the volume weighed average price of the Common Stock for the twenty (20) trading days beginning on the trading day immediately following expiration of the lock-up period contemplated by the applicable Legacy Terrestrial convertible note is less than seventy-five percent (75%) of the redemption price ($7.905). Price is expressed in Canadian dollars.
FAQ
What did Terrestrial Energy (IMSR) disclose in this Form 3?
An initial beneficial ownership report for a director, including 25,946 Common Stock (direct) and multiple derivative positions.
What key stock options were reported for IMSR?
Options include 447,030 at $0.0028 (CAD) expiring 02/01/2036 and 670,544 at $1.1185 (CAD) expiring 02/01/2036, among others.
Were any warrants disclosed in the IMSR Form 3?
Yes, warrants for 78,231 shares at $2.237 expiring on 07/31/2028.
What triggers the contingent value right (CVR) mentioned?
It delivers additional shares if the 20‑day VWAP after the lock‑up is below 75% of the $7.905 redemption price.
How were these holdings obtained?
Per the filing, securities were received in exchange for Legacy Terrestrial holdings in connection with the Business Combination.