Shawn Matthews - 06 Nov 2025 Form 4 Insider Report for Terrestrial Energy Inc. /DE/ (IMSR)

Role
Director
Signature
/s/ Shawn Matthews, by Steven Bishcoff, Attorney-in-Fact
Issuer symbol
IMSR
Transactions as of
06 Nov 2025
Transactions value $
$0
Form type
4
Filing time
13 Nov 2025, 19:31:34 UTC
Previous filing
30 Oct 2025
SEC
View on sec.gov

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
Matthews Shawn Director C/O HCM INVESTOR HOLDINGS II, LLC, 100 FIRST STAMFORD PLACE, SUITE 330, STAMFORD /s/ Shawn Matthews, by Steven Bishcoff, Attorney-in-Fact 13 Nov 2025 0001855118
HCM Investor Holdings II, LLC Former 10% Holder C/O HCM INVESTOR HOLDINGS II, LLC, 100 FIRST STAMFORD PLACE, SUITE 330, STAMFORD /s/ HCM Investor Holdings II, LLC, by Steven Bischoff, Attorney-in-Fact 13 Nov 2025 0002019800

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IMSR Common Stock, par value $0.0001 per share Other -2.92M -51.45% 2.76M 06 Nov 2025 See Footnote F1, F2
holding IMSR Common Stock, par value $0.0001 per share 534K 06 Nov 2025 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction IMSR Warrants Other -3.5M -81.87% 775K 06 Nov 2025 Common Stock, par value $0.0001 per share 3.5M $11.50 See Footnote F1, F2
holding IMSR Warrants 1.27M 06 Nov 2025 Common Stock, par value $0.0001 per share 1.27M $11.50 See Footnote F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 6, 2025, HCM Investor Holdings II, LLC (the "Sponsor") distributed an aggregate of 5,675,000 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") and 4,275,000 Warrants, convertible to 4,275,000 shares of Common Stock, to its members as a distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 2,755,000 shares of Common Stock and 775,000 Warrants were distributed to Shawn Matthews on such basis. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by the Sponsor (as it relates to Mr. Matthews' deemed beneficial ownership of the securities held by the Sponsor) to its members from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934.
F2 Shawn Matthews is the record holder of such securities. Shawn Matthews is the sole Managing Member of HCM Investor Holdings II, LLC and shares voting and investment discretion with respect to the securities held by HCM Investor Holdings II, LLC.
F3 Mr. Matthews is the sole managing member of Hondo Holdings LLC, which is registered owner of these warrants, and Mr. Matthews holds voting and investment power with respect to warrants held of record by Hondo Holdings LLC.