Terrestrial Energy updates executive contracts

Terrestrial Energy Inc. updated employment agreements for three senior executives, clarifying pay, bonuses, equity eligibility and severance protections.

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Form Type

8-K

Rhea-AI Filing Summary

Terrestrial Energy Inc. updated employment agreements for three senior executives, clarifying pay, bonuses, equity eligibility and severance protections.

Chief Financial Officer Brian Thrasher will receive a $350,000 base salary, a target bonus equal to 43% of salary, and potential equity awards under the 2025 Equity Incentive Plan. If terminated without cause, he is eligible for six months of salary, a pro rata bonus for the year of termination, partial acceleration of time-based equity vesting over the next six months, and COBRA premium reimbursement during the severance period, subject to a release and restrictive covenants.

Chief Operating Officer William Smith will receive a $330,000 base salary, a 20% target bonus and equity award eligibility under the same plan. If his employment ends without cause, his agreement mirrors Thrasher’s in most respects, but instead of COBRA reimbursements it provides continuation of benefits required under Canadian law and extended group health and dental coverage for up to six months, or until he joins another employer plan.

Chief Technology Officer and director David LeBlanc will receive a $250,000 base salary, a 20% target bonus and equity award eligibility, with severance and post-termination non-compete and non-solicitation terms aligned to Smith’s. Overall, the changes formalize compensation and severance terms while adding six-month restrictive covenant periods for these executives.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

CFO base salary: $350,000 per year CFO bonus target: 43% of base salary COO base salary: $330,000 per year +4 more

7 metrics

CFO base salary $350,000 per year Brian Thrasher annual base salary under new agreement

CFO bonus target 43% of base salary Target annual bonus opportunity for Brian Thrasher

COO base salary $330,000 per year William Smith annual base salary under new agreement

COO and CTO bonus target 20% of base salary Target annual bonus opportunity for William Smith and David LeBlanc

CTO base salary $250,000 per year David LeBlanc annual base salary under new agreement

Severance salary period 6 months Salary continuation for CFO on termination without cause

Restrictive covenant duration 6 months Non-compete and non-solicitation period for Smith and LeBlanc post-termination

Key Terms

Emerging growth company, Consolidated Omnibus Budget Reconciliation Act, non-competition, non-solicitation, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Consolidated Omnibus Budget Reconciliation Act regulatory

"reimbursement of the monthly premium for coverage under the Consolidated Omnibus Budget Reconciliation Act"

non-competition financial

"contains certain restrictive covenants, including non-competition and non-solicitation covenants"

A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.

non-solicitation financial

"including non-competition and non-solicitation covenants effective for 6 months"

A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.

Equity Incentive Plan financial

"equity awards as may be awarded by the Board or the Compensation Committee under the Company’s 2025 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive employment changes did Terrestrial Energy (IMSR) disclose?

Terrestrial Energy disclosed new employment agreements for its CFO, COO, and CTO. These contracts define base salaries, target bonus opportunities, eligibility for equity awards under the 2025 Equity Incentive Plan, and detailed severance and restrictive covenant terms if the executives depart or are terminated.

What is the new compensation package for Terrestrial Energy (IMSR) CFO Brian Thrasher?

CFO Brian Thrasher will receive a $350,000 annual base salary and a target annual bonus equal to 43% of his salary. He is also eligible for equity awards under the 2025 Equity Incentive Plan, along with defined severance benefits if he is terminated without cause by the company.

How are Terrestrial Energy (IMSR) COO William Smith’s severance benefits structured?

COO William Smith’s agreement provides severance similar to the CFO’s if his employment ends without cause, including salary continuation and bonus eligibility. Instead of COBRA reimbursements, he receives Canadian Employment Standards Act notice benefits and extended group health and dental coverage for up to six months or until new coverage begins.

What are the key terms of CTO David LeBlanc’s new agreement at Terrestrial Energy (IMSR)?

CTO David LeBlanc will earn a $250,000 base salary, with a target bonus of 20% of salary and eligibility for equity awards. His severance and post-termination benefits generally follow the COO’s structure, including six months of non-competition and non-solicitation obligations after his employment ends.

Do the new Terrestrial Energy (IMSR) executive agreements include non-compete clauses?

Yes, each new executive agreement includes restrictive covenants such as non-competition and non-solicitation. For Brian Thrasher, these apply during the six-month severance period, while for William Smith and David LeBlanc they apply for six months following termination of employment under their respective agreements.

Are Terrestrial Energy (IMSR) executives eligible for equity under the 2025 Plan?

All three executives—CFO Brian Thrasher, COO William Smith, and CTO David LeBlanc—are eligible for equity awards. Awards may be granted by the board or compensation committee under Terrestrial Energy’s 2025 Equity Incentive Plan, aligning part of their compensation with the company’s long-term performance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/16/2026 - 04:40 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2026

TERRESTRIAL ENERGY INC.

(Exact name of registrant as specified in its charter)


Delaware		001-42252		98-1785406
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2730 W. Tyvola Road, Suite 100

Charlotte, NC 28217

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (646) 687-8212

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	IMSR	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Common Stock at a price of $11.50 per share	IMSRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Officer Employment Agreements

On April 16, 2026, Terrestrial Energy Inc. (the “Company”), through certain wholly owned subsidiaries, entered into new employment agreements with certain of its executive officers. Such new employment agreements replace the prior agreements in place with each officer.

Brian Thrasher

Brian Thrasher, the Company’s Chief Financial Officer, entered into an employment agreement with Terrestrial Energy Development, Inc. (“TEDI”) on April 16, 2026 (the “Thrasher Employment Agreement”). Under the Thrasher Employment Agreement, Mr. Thrasher is entitled to certain compensation and benefits, including (i) an annual base salary of $350,000, as may be adjusted from time to time by the Board, (ii) eligibility for an annual bonus as may be awarded by the Company’s Board of Directors (the “Board”) or the Compensation Committee of the Board (the “Compensation Committee”), with a target opportunity of 43% of his base salary, and (iii) eligibility to receive equity awards as may be awarded by the Board or the Compensation Committee under the Company’s 2025 Equity Incentive Plan (the “2025 Plan”).

If Mr. Thrasher’s employment is terminated by Mr. Thrasher, Mr. Thrasher will be entitled to any salary and annual bonus earned and unpaid through the termination date. If Mr. Thrasher’s employment is terminated by TEDI for “Cause” (as defined in the Thrasher Employment Agreement”), Mr. Thrasher will be entitled to any salary through the termination date. If Mr. Thrasher’s employment is terminated by the Company without “Cause”, he is entitled to the following severance, subject to his execution of a release of all claims against TEDI and related persons and continued compliance with certain restrictive covenants: (i) continued payment of his base salary for 6 months following his termination (such 6-month period, the “Severance Period”); (ii) payment of the pro rata amount, if any, of any annual bonus for the year in which the termination occurs that he would have earned, determined by the number of days in he was employed by TEDI during the year of his termination; (iii) accelerated vesting of any time-based vesting equity awards that are scheduled to vest in the six (6)-month following the termination date; and (iv) reimbursement of the monthly premium for coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) until the earliest to occur of the end of the Severance Period, the date on which Mr. Thrasher is no longer eligible for COBRA coverage, or the date on which Mr. Thrasher becomes eligible to participate in another group health plan. The Thrasher Employment Agreement contains certain restrictive covenants, including non-competition and non-solicitation covenants effective during the Severance Period.

William Smith

William Smith, the Company’s Chief Operating Officer, and Terrestrial Energy (Ontario) Inc. (“TEON”) entered into an employment agreement on April 16, 2026 (the “Smith Employment Agreement”). Under the Smith Employment Agreement, Mr. Smith is entitled to certain compensation and benefits, including (i) an annual base salary of $330,000, as may be adjusted from time to time by the Board, (ii) eligibility for an annual bonus as may be awarded by the Board or the Compensation Committee, with a target opportunity of 20% of base salary, and (iii) eligibility to receive equity awards as may be awarded by the Board or the Compensation Committee under the 2025 Plan.

The Smith Employment Agreement provides for severance in connection with a termination by Mr. Smith or by TEON for and without “Cause” on identical terms as those described in the description of the Thrasher Employment Agreement as described above, with the exception that the Smith Employment Agreement does not provide for COBRA reimbursements and provides for continuation of Executive's benefits during the Canadian Employment Standards Act notice period, followed by continuation of group health and dental benefits until the earlier of (i) six months following the Termination Date or (ii) the date Executive becomes eligible for group health benefits under another employer's plan. The Smith Employment Agreement contains certain restrictive covenants, including non-competition and non-solicitation covenants effective for 6 months following termination of employment.

David LeBlanc

David LeBlanc, the Company’s Chief Technology Officer and member of the Board, and TEON entered into an employment agreement on April 16, 2026 (the “LeBlanc Employment Agreement”). Under the LeBlanc Employment Agreement, Mr. LeBlanc is entitled to certain compensation and benefits, including (i) an annual base salary of $250,000, (ii) eligibility for an annual bonus as may be awarded by the Board or the Compensation Committee, with a target opportunity of 20% of base salary, and (iii) eligibility to receive equity awards as may be awarded by the Board or the Compensation Committee under the 2025 Plan.

The LeBlanc Employment Agreement provides for severance in connection with a termination by Mr. LeBlanc or by TEON for or without “Cause” on identical terms as those described in the description of the Smith Employment Agreement as described above. The LeBlanc Employment Agreement contains certain restrictive covenants, including non-competition and non-solicitation covenants effective for 6 months following termination of employment.

The Thrasher Employment Agreement, Smith Employment Agreement, and LeBlanc Employment Agreement are attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The description of the terms of the Thrasher Employment Agreement, Smith Employment Agreement, and LeBlanc Employment Agreement are not intended to be complete and are qualified in their entirety by reference to such exhibits.

Item 9.01. Financial Statements and Exhibits.


Exhibit		Description
10.1		Employment Agreement, dated April 16, 2026, by and between Terrestrial Energy Development, Inc. and Brian Thrasher
10.2		Employment Agreement, dated April 16, 2026, by and between Terrestrial Energy (Ontario) Inc. and William Smith
10.3		Employment Agreement, dated April 16, 2026, by and between Terrestrial Energy (Ontario) Inc. and David LeBlanc
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: April 16, 2026	TERRESTRIAL ENERGY INC.

	By:	/s/ Brian Thrasher
	Name:	Brian Thrasher
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents