IMSR insider update: Matthews receives 2.755M shares, 775k warrants

Rhea-AI Filing Summary

Terrestrial Energy Inc. reported an insider ownership update on a Form 4. On November 6, 2025, HCM Investor Holdings II, LLC (the “Sponsor”) made a Rule 16a-13 exempt distribution to its members for no consideration.

The Sponsor distributed an aggregate 5,675,000 shares of common stock and 4,275,000 warrants. Shawn Matthews received 2,755,000 shares and 775,000 warrants. Following the transactions, the tables show 533,514 shares held directly and 2,755,000 shares held indirectly. Warrants carried a $11.5 exercise price, became exercisable on 11/27/2025, and expire on 10/28/2030, with indirect holdings including 775,000 warrants via the Sponsor and 1,267,599 warrants via Hondo Holdings LLC.

Insights

Insider transactions analyst

Administrative, non-cash insider redistribution; ownership re-labeled.

This Form 4 records a non-cash, Rule 16a-13 exempt distribution from HCM Investor Holdings II, LLC to its members, including Shawn Matthews. It changes how holdings are categorized (direct vs. indirect) without indicating a purchase or sale for consideration.

Key figures disclosed: aggregate 5,675,000 shares and 4,275,000 warrants distributed; Matthews’ portion of 2,755,000 shares and 775,000 warrants. The warrant terms include a $11.5 exercise price, exercisable from 11/27/2025 to 10/28/2030. Actual market impact depends on future holder decisions; this filing itself records ownership changes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Matthews Shawn

(Last) (First) (Middle)

C/O HCM INVESTOR HOLDINGS II, LLC

100 FIRST STAMFORD PLACE, SUITE 330

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Terrestrial Energy Inc. /DE/ [ IMSR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	11/06/2025		J		2,920,000	D	(1)	2,755,000	I	See Footnote(2)
Common Stock, par value $0.0001 per share								533,514	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$11.5	11/06/2025		J			3,500,000	11/27/2025	10/28/2030	Common Stock, par value $0.0001 per share	3,500,000	(1)	775,000	I	See Footnote(2)
Warrants	$11.5							11/27/2025	10/28/2030	Common Stock, par value $0.0001 per share	1,267,599		1,267,599	I	See Footnote(3)

1. Name and Address of Reporting Person^*

Matthews Shawn

(Last) (First) (Middle)

C/O HCM INVESTOR HOLDINGS II, LLC

100 FIRST STAMFORD PLACE, SUITE 330

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HCM Investor Holdings II, LLC

(Last) (First) (Middle)

C/O HCM INVESTOR HOLDINGS II, LLC

100 FIRST STAMFORD PLACE, SUITE 330

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Holder

Explanation of Responses:

1. On November 6, 2025, HCM Investor Holdings II, LLC (the "Sponsor") distributed an aggregate of 5,675,000 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") and 4,275,000 Warrants, convertible to 4,275,000 shares of Common Stock, to its members as a distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 2,755,000 shares of Common Stock and 775,000 Warrants were distributed to Shawn Matthews on such basis. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by the Sponsor (as it relates to Mr. Matthews' deemed beneficial ownership of the securities held by the Sponsor) to its members from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934.

2. Shawn Matthews is the record holder of such securities. Shawn Matthews is the sole Managing Member of HCM Investor Holdings II, LLC and shares voting and investment discretion with respect to the securities held by HCM Investor Holdings II, LLC.

3. Mr. Matthews is the sole managing member of Hondo Holdings LLC, which is registered owner of these warrants, and Mr. Matthews holds voting and investment power with respect to warrants held of record by Hondo Holdings LLC.

	/s/ Shawn Matthews, by Steven Bishcoff, Attorney-in-Fact	11/13/2025
	/s/ HCM Investor Holdings II, LLC, by Steven Bischoff, Attorney-in-Fact	11/13/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Terrestrial Energy (IMSR) insiders report on this Form 4?

A Rule 16a-13 exempt distribution of equity from HCM Investor Holdings II, LLC to its members on 11/06/2025.

How many securities were distributed in total?

An aggregate of 5,675,000 shares of common stock and 4,275,000 warrants.

What did Shawn Matthews receive in the distribution?

2,755,000 shares of common stock and 775,000 warrants.

What are the warrant terms disclosed?

Exercise price $11.5, exercisable from 11/27/2025 until 10/28/2030.

What are post-transaction share holdings shown for Shawn Matthews?

533,514 shares direct and 2,755,000 shares indirect.

How are the warrants held indirectly?

775,000 via the Sponsor and 1,267,599 via Hondo Holdings LLC.

Was consideration paid for the distribution?

No. The distribution was for no consideration under the Sponsor’s LLC agreement.