Perpetua Resources (PPTA) officer sells shares to cover taxes after RSU, PSU vesting

Rhea-AI Filing Summary

Perpetua Resources Corp. officer Margaret Lyon Mckinsey reported both share acquisitions and sales tied to equity awards. On February 16, 2026, she exercised 13,636 Restricted Share Units at $0.00 per unit, receiving the same number of common shares and increasing her direct holdings to 145,746 common shares and 34,607 RSUs.

On February 12, 2026, she sold a total of 43,722 common shares in open-market transactions at weighted average prices of about $27.54 and $27.58 per share. Footnotes state these sales were made to cover tax withholding obligations related to vesting RSUs and Performance Share Units settled in common shares.

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^*

Lyon Mckinsey Margaret

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	(See remarks (7))

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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
Common Shares	02/12/2026		S(1)		6,270	D	$27.54(2)	169,562	D
Common Shares	02/12/2026		S(3)		37,452	D	$27.58(4)	132,110	D
Common Shares	02/16/2026		M		13,636	A	(5)	145,746	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
Restricted Share Units	(5)	02/16/2026		M			13,636	(6)	(6)	Common Shares	13,636(5)	$0	34,607	D

Explanation of Responses:

1. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of Restricted Share Units, which vested on February 10, 2026, and were settled in Common Shares of the Issuer.

2. The sale price included on this Form 4 is a weighted average price and is converted to USD based on the daily average exchange rate as reported by the H.10 statistical release of the Board of Governances of the Federal Reserve System on February 6, 2026, of C$1.3644 = US$1.00. These shares were sold in multiple transactions at prices ranging from US$27.40 to US$27.69, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares sold at each separate price within the ranges set forth in this footnote (2).

3. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of Performance Share Units, which vested on February 11, 2026, when certification of the applicable performance measures occurred, and were settled in Common Shares of the Issuer following such certification.

4. The sale price included on this Form 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from US$27.39 to US$27.93, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares sold at each separate price within the ranges set forth in this footnote (4).

5. A restricted share unit ("RSU") entitles the holder to receive one Common Share (or cash equal to the value thereof) for each vested RSU. The RSUs that vested on February 16, 2026 were settled in Common Shares of the Issuer.

6. On February 16, 2024, the reporting person was granted 40,910 RSUs, which vest ratably on each of the first three anniversaries of the grant date, subject to the terms and conditions of the Perpetua Resources Corp. Omnibus Equity Incentive Plan.

Remarks:

(7) Senior Vice President, External Affairs at Perpetua Resources Idaho, Inc., a wholly owned subsidiary of Perpetua Resources Corp.

	/s/ Tanya Nelson, as attorney-in-fact for Mckinsey Lyon	02/17/2026
	** 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.
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FAQ

What insider transactions did Perpetua Resources (PPTA) report for Margaret Lyon Mckinsey?

Perpetua Resources reported that officer Margaret Lyon Mckinsey exercised 13,636 Restricted Share Units into common shares and sold 43,722 common shares. The sales were described as covering tax withholding obligations from recently vested RSUs and Performance Share Units that were settled in common shares.

How many Perpetua Resources (PPTA) shares did Margaret Lyon Mckinsey sell and at what prices?

She sold 6,270 common shares at a weighted average price of about $27.54 and 37,452 common shares at about $27.58. Footnotes explain these open-market transactions were executed in multiple trades within stated price ranges and were undertaken to satisfy related tax withholding obligations.

What equity awards vested for Perpetua Resources (PPTA) officer Margaret Lyon Mckinsey?

The filing notes vesting and settlement of Restricted Share Units and Performance Share Units. RSUs that vested on February 16, 2026 were settled in common shares, and PSUs vested on February 11, 2026 upon certification of performance measures, then were also settled in common shares of Perpetua Resources.

How many Perpetua Resources (PPTA) shares and RSUs does Margaret Lyon Mckinsey now hold?

After the reported transactions, she directly holds 145,746 common shares and 34,607 Restricted Share Units. These positions reflect the exercise of 13,636 RSUs into common shares, alongside share sales executed primarily to cover tax withholding obligations associated with the vested equity awards.

Were Margaret Lyon Mckinsey’s Perpetua Resources (PPTA) share sales discretionary trades?

Footnotes state the reported common share sales were made to cover tax withholding obligations tied to settlement of RSUs and PSUs. This indicates the transactions were associated with satisfying tax requirements from vesting equity awards, rather than described as purely discretionary portfolio sales.

What are the terms of Margaret Lyon Mckinsey’s Perpetua Resources (PPTA) RSU grant?

She received a grant of 40,910 Restricted Share Units on February 16, 2024. These RSUs vest ratably on each of the first three anniversaries of the grant date, subject to the terms and conditions of the Perpetua Resources Corp. Omnibus Equity Incentive Plan.