TMQ Form 4: Director Janice Stairs receives 8,725 DSUs; shares deferred

Rhea-AI Filing Summary

Janice Stairs, a director of Trilogy Metals Inc. (TMQ), received 8,725.439 Deferred Share Units (DSUs) on 09/02/2025 as a non-discretionary issuance under the company's plan. The DSUs have a grant price of $0 and vest immediately, but the underlying 8,725.439 common shares will not be issued and the holder will not have voting or dispositive rights until termination of service as a director.

The filing shows 640,539.964 common shares beneficially owned following the reported transaction. The DSU grants will expire no later than 90 days after the grantee's termination date. The form was signed by an attorney-in-fact on 09/03/2025.

Positive

• 8,725.439 DSUs granted to the reporting director, reflecting director compensation aligned with equity incentives
• DSUs vest immediately, giving the grantee a vested deferred payout right under the plan

Negative

• DSUs carry no voting or dispositive rights and underlying common shares won’t be issued until termination of service
• Underlying shares expire no later than 90 days after the grantee's termination date

Insights

Financial Analyst

TL;DR: Director received immediate-vesting compensation in DSUs; no immediate economic or voting transfer of shares.

The filing documents a routine director compensation event: 8,725.439 DSUs granted at $0 that vest immediately but convert to shares only upon termination, and carry no voting or dispositive rights until issuance. This is a non-cash, deferred equity grant intended to compensate service. The filing increases the holder's reported beneficial ownership to 640,539.964 common shares, but the DSUs do not represent current voting control or share issuance.

Corporate Governance Expert

TL;DR: Compensation structure preserves board independence by deferring share issuance and withholding voting rights.

The grant is described as a non-discretionary DSU issuance under pre-existing elections. Immediate vesting combined with deferred issuance and lack of voting rights until termination aligns with common governance practices to avoid shifting voting power while providing long-term alignment. The expiration provision within 90 days after termination is disclosed and limits post-service conversion timing.

09/03/2025 - 06:06 PM

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^*

Stairs Janice

(Last) (First) (Middle)

C/O TRILOGY METALS INC.

SUITE 901, 510 BURRARD STREET

(Street)

VANCOUVER A1 V6C 3A8

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Trilogy Metals Inc. [ TMQ ]

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)
09/02/2025

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 ("DSUs")(1)	$0	09/02/2025		A		8,725.439		(2)	(2)	Common Shares	8,725.439	$0	640,539.964	D

Explanation of Responses:

1. Non-discretionary issuances of DSUs pursuant to elections made by plan participants prior to the commencement of the current fiscal year.

2. The DSUs vest immediately; however, the underlying common shares will not be issued to the grantee, and the grantee shall not have any voting or dispositive rights with respect to the underlying common shares, until termination of the grantee's employment or services as a director of the Issuer. The grants will expire no later than 90 days after the grantee's termination date.

	/s/ Elaine Sanders as attorney-in-fact for Janice Stairs	09/03/2025
	** 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

Who filed the Form 4 for Trilogy Metals Inc (TMQ)?

The Form 4 reports transactions by Janice Stairs, filed via an attorney-in-fact on 09/03/2025.

What was the transaction reported on 09/02/2025 for TMQ?

The report documents the acquisition of 8,725.439 Deferred Share Units (DSUs) at a price of $0 on 09/02/2025.

Do the DSUs grant voting rights or immediate share ownership?

No. The DSUs vest immediately but the grantee has no voting or dispositive rights and shares are not issued until termination of service.

How many common shares does the reporting person beneficially own after the transaction?

The filing lists 640,539.964 common shares beneficially owned following the reported transaction.

When do the DSUs expire under the plan?

The grants will expire no later than 90 days after the grantee's termination date.