Perpetua Resources (PPTA) director granted 2,459 deferred share units in Form 4

Rhea-AI Filing Summary

Perpetua Resources director Alexander McLeod Sternhell received an equity award of 2,459 deferred share units on February 11, 2026. Each DSU is fully vested at grant and represents one common share, or equivalent cash at settlement, under the company’s Omnibus Equity Incentive Plan. Following this award, Sternhell directly holds 58,046 derivative securities tied to Perpetua common shares, which will be settled after his separation from service.

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^*

Sternhell Alexander McLeod

(Last) (First) (Middle)

405 S. 8TH STREET, STE 201

(Street)

BOISE ID 83702

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PERPETUA RESOURCES CORP. [ PPTA ]

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)
02/11/2026

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

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
Deferred Share Units	(1)	02/11/2026		A		2,459		(1)	(1)	Common Shares	2,459	$30.5(2)	58,046	D

Explanation of Responses:

1. A deferred share unit ("DSU") entitles the holder to receive one common share of Perpetua Resources Corp. (the "Issuer") (or, at the election of the holder and subject to the approval of the administrator of the Issuer's Omnibus Equity Incentive Plan, cash equal to the value thereof on the date of settlement) for each DSU. The DSUs are fully vested as of the date of grant and will be settled following the reporting person's separation from service.

2. Based on the closing price of the Issuer's Common Shares on the Nasdaq Capital Market on February 11, 2026.

	/s/ Tanya Nelson, as attorney-in-fact for Alexander Sternhell	02/12/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did PPTA director Alexander Sternhell report on this Form 4?

Alexander McLeod Sternhell reported an acquisition of 2,459 deferred share units on February 11, 2026. These units are a form of equity-based compensation that track Perpetua Resources common shares and are fully vested as of the grant date under the company’s incentive plan.

How many Perpetua Resources (PPTA) deferred share units does Alexander Sternhell hold after this grant?

After the reported transaction, Alexander McLeod Sternhell beneficially owns 58,046 derivative securities in the form of deferred share units. This total reflects the newly granted 2,459 units plus previously held DSUs, all reported as directly owned on the Form 4 filing.

What does a deferred share unit (DSU) represent for Perpetua Resources (PPTA) insiders?

Each Perpetua Resources deferred share unit entitles the holder to receive one common share or, if elected and approved, cash equal to its value at settlement. DSUs function as deferred equity compensation that aligns insiders’ interests with shareholders without immediate share issuance.

When will Alexander Sternhell’s Perpetua Resources (PPTA) deferred share units be settled?

The deferred share units granted to Alexander McLeod Sternhell will be settled following his separation from service with Perpetua Resources. At that time, each DSU will convert into one common share or an equivalent cash amount, subject to plan administrator approval for cash settlement.

How was the value of the 2,459 Perpetua Resources (PPTA) DSUs determined on the grant date?

The Form 4 states the DSUs’ reference value was based on a price of $30.50 per common share. This figure reflects the closing price of Perpetua Resources’ common shares on the Nasdaq Capital Market on February 11, 2026, the date of the grant transaction.

Is Alexander Sternhell’s Perpetua Resources (PPTA) DSU ownership reported as direct or indirect?

Alexander McLeod Sternhell’s 58,046 deferred share units are reported as directly owned. The ownership code is shown as “D” for direct, and no footnotes indicate any trust, partnership, or other entity holding the derivative securities on his behalf in this Form 4.