Lightbridge (LTBR) Form 4: Executive Grants Include Performance RSAs Through 2028

Rhea-AI Filing Summary

Lightbridge Corporation (LTBR) director and President/CEO Seth Grae reported multiple equity awards on Form 4 dated 08/28/2025. The filing shows grants of restricted stock awards (RSAs) totaling 290,830 shares acquired in a sequence of awards resulting in 753,316 shares beneficially owned after the transactions. It also reports performance-based restricted stock awards (PSAs) that vest only if specified performance conditions are met before the end of the performance period on 12/31/2028. Additionally, Mr. Grae holds fully vested employee stock options exercisable for 28,216, 40,233, 18,199, and 17,430 common shares at stated strike prices. RSAs vest over three years; PSAs vest upon certification and may be forfeited if targets are not met.

Positive

• Significant insider ownership: Reporting person beneficially owns 753,316 shares after the grants, aligning interests with shareholders
• Performance-based awards included: PSAs tie compensation to achievement of specified performance conditions through 12/31/2028
• Time-based vesting for retention: RSAs vest in three equal annual installments, promoting executive retention

Negative

• Performance awards may be forfeited: PSAs that remain unvested as of 12/31/2028 will be cancelled without consideration
• No cash purchase reported: Grants were at $0, representing dilution rather than exercised equity purchases

Insights

Corporate Governance Expert

TL;DR: Routine executive compensation grants increase CEO ownership but include performance and time-based vesting conditions.

The Form 4 discloses time-based restricted stock awards and performance-based awards to the CEO who is also a director. The RSAs vest in three equal annual installments, aligning retention incentives with the company. The PSAs depend on achievement of defined performance objectives through 12/31/2028, introducing performance alignment but also forfeiture risk if targets are unmet. The reported post-transaction beneficial ownership of 753,316 shares is a useful metric for assessing insider alignment with shareholders.

Compensation Analyst

TL;DR: The mix of RSAs, PSAs and vested options reflects standard long-term pay structure with clear vesting schedules.

The awards include a significant number of restricted shares granted at no cash price and multiple option tranches, one of which is fully vested. Time-based vesting on RSAs supports retention while PSAs incentivize performance through 2028. Presence of fully vested options increases immediate economic stake for the executive. No cash transactions or sales are reported, indicating these are affirmative grants rather than dispositions.

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

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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^*

GRAE SETH

(Last) (First) (Middle)

C/O LIGHTBRIDGE CORPORATION

11710 PLAZA AMERICA DRIVE, SUITE 2000

(Street)

RESTON VA 20190

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LIGHTBRIDGE Corp [ LTBR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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

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

X	Form filed by One Reporting Person
	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	08/28/2025		A(1)		72,707	A	$0	535,193	D
Common Stock	08/28/2025		A(2)		72,708	A	$0	607,901	D
Common Stock	08/28/2025		A(2)		72,708	A	$0	680,609	D
Common Stock	08/28/2025		A(2)		43,625	A	$0	724,234	D
Common Stock	08/28/2025		A(2)		29,082	A	$0	753,316	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
Employee Stock Option (right to buy)	$10.8							(3)	08/06/2028	Common Stock	28,216		28,216	D
Employee Stock Option (right to buy)	$12.6							(3)	10/26/2027	Common Stock	40,233		40,233	D
Employee Stock Option (right to buy)	$18.48							(3)	11/09/2026	Common Stock	18,199		18,199	D
Employee Stock Option (right to buy)	$55.2							(3)	11/20/2025	Common Stock	17,430		17,430	D

Explanation of Responses:

1. Represents a grant of restricted stock awards (RSAs). These RSAs vest in three equal installments on the first, second and third anniversaries of the date of grant, contingent on the reporting person's continued service on each such vesting date.

2. Represents a grant of performance-based restricted stock awards (PSAs). These PSAs vest subject to achievement of a specified performance condition, and at the time of certification thereof, contingent on the reporting person's continued service on the certification date. PSAs that remain unvested as of December 31, 2028 (the end of the performance period) will automatically be forfeited and cancelled without consideration.

3. This option is fully vested as of the date of this report.

	/s/ Larry Goldman, Attorney-in-Fact for Seth Grae	08/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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FAQ

What transactions did Seth Grae report on Form 4 for LTBR?

The Form 4 reports grants of restricted stock awards (RSAs) and performance-based restricted stock awards (PSAs) and discloses existing employee stock options; the transactions occurred on 08/28/2025.

How many LTBR shares does Seth Grae beneficially own after the reported transactions?

The filing reports 753,316 shares beneficially owned by the reporting person following the reported transactions.

What are the vesting terms for the restricted stock awards?

The RSAs vest in three equal installments on the first, second and third anniversaries of the grant date, contingent on continued service.

What is the performance period and forfeiture condition for the PSAs?

PSAs vest upon achievement of specified performance conditions and any PSAs unvested as of 12/31/2028 will be forfeited and cancelled without consideration.

Are any stock options fully vested?

Yes. One option tranche is noted as fully vested as of the report date; option quantities include 28,216, 40,233, 18,199, and 17,430 underlying shares at stated exercise prices.