[Form 4] PERPETUA RESOURCES CORP. Insider Trading Activity

Rhea-AI Filing Summary

Insider award and holdings: Alexander Sternhell, a director of Perpetua Resources Corp. (PPTA), elected to receive 368 deferred share units (DSUs) in lieu of a cash retainer for his service in the third quarter of 2025. Each DSU converts into one common share (or, at the holder's election and subject to plan administrator approval, cash equal to the share value at settlement). The DSUs are fully vested as of grant and will be settled following the reporting person's separation from service. The grant was recorded using the issuer's closing share price of $18.86 on the Nasdaq Capital Market on September 24, 2025, and the reporting person beneficially owns 55,209 common shares following the transaction.

Positive

• 368 DSUs granted and fully vested, indicating immediate entitlement to settlement terms described
• Reporting person beneficially owns 55,209 common shares following the transaction
• Grant elected in lieu of cash retainer, reflecting the director's compensation election under the issuer's plan

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received fully vested DSUs instead of cash, increasing reported beneficial ownership to 55,209 shares.

This disclosure shows a routine director compensation election under the company's Omnibus Equity Incentive Plan. The reporting person elected DSUs in lieu of a cash retainer for quarterly service, and the DSUs are fully vested at grant with settlement tied to separation from service. The filing quantifies the award (368 DSUs) and the valuation reference ($18.86 closing price) used to report the grant value. This is a standard non-derivative equity award for directors and does not by itself indicate a change in control, dilution, or a compensatory arrangement outside normal governance processes.

Securities Analyst

TL;DR: Modest equity award recorded; beneficial ownership updated to 55,209 shares, using $18.86 per share for reporting.

The Form 4 reports a small, non-derivative grant of 368 DSUs, with explicit conversion terms and settlement timing tied to separation from service. The form discloses the post-transaction beneficial ownership level (55,209 shares) and the price basis used for reporting. Given the size of the grant relative to the stated ownership, this appears to be a routine director compensation event rather than a material corporate development.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
09/25/2025

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

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)	09/25/2025		A		368		(1)	(1)	Common Shares	368	$18.86(2)	55,209	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 Reporting Person elected to receive DSUs in lieu of a cash retainer for his service during the third quarter of 2025. 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 September 24, 2025.

	/s/ Tanya Nelson, as attorney-in-fact for Alexander Sternhell	09/26/2025
	** 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).
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 did Alexander Sternhell report on the Form 4 for PPTA?

He was granted 368 deferred share units (DSUs) in lieu of a cash retainer and now beneficially owns 55,209 common shares following the transaction.

What are the terms of the DSUs reported for PPTA?

Each DSU entitles the holder to one common share of Perpetua Resources Corp. or, at the holder's election and subject to plan administrator approval, cash equal to the value on settlement; settlement occurs following separation from service.

Are the DSUs vested and when will they be settled?

The DSUs are fully vested as of grant and will be settled after the reporting person's separation from service.

What price was used to value the DSU grant on the Form 4?

$18.86 based on the closing price of the issuer's common shares on the Nasdaq Capital Market on September 24, 2025.

Was the DSU grant in cash or equity for PPTA?

DSUs were elected in lieu of a cash retainer, and each DSU converts to one common share or, subject to plan approval, cash at settlement.