LTBR Form 4: 20,000 Restricted Shares Granted to Director, Options Disclosed

Rhea-AI Filing Summary

Daniel B. Magraw, a director of Lightbridge Corporation (LTBR), reported multiple equity grants dated 08/28/2025. The filing shows five separate non-derivative stock grants totaling 20,000 shares acquired on that date, increasing his beneficial ownership to 34,055 shares. The filing explains the 5,000-share grant is a restricted stock award (RSA) that vests in three equal annual installments based on continued service. The other grants are performance-based restricted stock awards (PSAs) that vest upon meeting a specified performance condition and may be forfeited if unvested by 12/31/2028. Magraw also holds employee stock options exercisable for a total of 10,821 shares at various strike prices ($3.82, $10.80, $12.60, $55.20) and expiration dates through 12/02/2029. The form is signed by an attorney-in-fact on 08/29/2025.

Positive

• Director alignment with shareholders via time-based RSAs and performance-based PSAs that vest over multiple years
• Structured incentives (performance conditions through 12/31/2028) that tie awards to future company performance
• Options with varied strikes and expiries concentrate potential upside for continued service and long-term value creation

Negative

• Potential dilution from 20,000 new shares and 10,821 option shares if fully vested/exercised
• PSAs may be forfeited if performance is not achieved, indicating uncertainty in realizable compensation value

Insights

Corporate Governance Expert

TL;DR: Routine compensation-related equity grants to a director; vesting and performance conditions reduce immediate dilution and risk.

The reported transactions are standard director compensation and incentive awards rather than open-market purchases or dispositions. The RSA vests pro rata over three years, while PSAs depend on achievement of specified performance metrics through the 2028 performance period, which limits immediate transferability and potential dilution. The existing stock options provide additional upside tied to share-price performance, with staggered strikes and expirations. For investors, this filing mainly signals executive alignment with long-term performance rather than a material change to capital structure.

Securities Analyst

TL;DR: Non-derivative grants total 20,000 shares; options cover 10,821 shares across four grants—impact appears modest given current holdings.

The Form 4 documents five grants on a single date, increasing beneficial ownership to 34,055 shares and adding time- and performance-based vesting constraints. The option positions (1,191; 4,371; 3,686; 1,573) are disclosed with strike prices and exercise/expiration dates, and one option is fully vested as noted. These are compensation mechanics rather than opportunistic insider trading; absent additional context on company float or outstanding shares, the filing is neutral from a market-impact perspective.

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

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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^*

MAGRAW DANIEL B

(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
	Officer (give title below)		Other (specify below)

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)		5,000	A	$0	19,055	D
Common Stock	08/28/2025		A(2)		5,000	A	$0	24,055	D
Common Stock	08/28/2025		A(2)		5,000	A	$0	29,055	D
Common Stock	08/28/2025		A(2)		3,000	A	$0	32,055	D
Common Stock	08/28/2025		A(2)		2,000	A	$0	34,055	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)	$3.82							(3)	12/02/2029	Common Stock	1,191		1,191	D
Employee Stock Option (right to buy)	$10.8							(3)	08/06/2028	Common Stock	4,371		4,371	D
Employee Stock Option (right to buy)	$12.6							(3)	10/26/2027	Common Stock	3,686		3,686	D
Employee Stock Option (right to buy)	$55.2							(3)	11/20/2025	Common Stock	1,573		1,573	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 Daniel B. Magraw	08/29/2025
	** Signature of Reporting Person	Date
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FAQ

Who filed the Form 4 for LTBR and what is their relationship to the company?

The Form 4 was filed on behalf of Daniel B. Magraw, who is listed as a Director of Lightbridge Corporation.

What transactions were reported on 08/28/2025 for LTBR?

The reporting person acquired five non-derivative grants totaling 20,000 shares on 08/28/2025, increasing beneficial ownership to 34,055 shares.

What are the vesting conditions for the restricted stock awards and performance awards?

The RSAs vest in three equal annual installments contingent on continued service; the PSAs vest only upon achieving specified performance conditions and lapse if unvested by 12/31/2028.

What employee stock options does Magraw hold according to the filing?

He holds options exercisable for 1,191, 4,371, 3,686, and 1,573 shares (total 10,821), with strike prices of $3.82, $10.80, $12.60, and $55.20, expiring between 11/20/2025 and 12/02/2029.

When was the Form 4 signed and by whom?

The form is signed by Larry Goldman, Attorney-in-Fact for Daniel B. Magraw on 08/29/2025.