UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)On July 22, 2026, the Board of Directors (the "Board") of Terrestrial Energy Inc. (the “Company”) appointed Kathryn McCarthy to serve as a director of the Company, effective on July 22, 2026.
Ms. McCarthy has served as Senior Advisor at Oak Ridge National Laboratory since 2025, supporting strategic decisions in the US ITER Project and fusion and fission research and development. Previously, she served as Director of the US ITER Project Office at Oak Ridge National Laboratory from 2020 to 2025, where she provided strategic leadership for the US participation in the international ITER fusion energy project. Prior to that, she served as Vice President of Research and Development at Canadian Nuclear Laboratories from 2017 to 2020, and held senior leadership positions at Idaho National Laboratory from 2003 to 2017, including Deputy Associate Laboratory Director for Nuclear Science and Technology and Director of Nuclear Science and Engineering.
Ms. McCarthy will receive compensation consistent pursuant to the Company’s non-employee director compensation policy, as described in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 29, 2026, in connection with the Company’s 2026 Annual Meeting of Stockholders. Ms. McCarthy has entered into the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on November 3, 2025.
There are no arrangements or understandings between Ms. McCarthy and any other person pursuant to which she was selected as a director. There are no transactions involving the Company and Ms. McCarthy that would be required to be reported under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On July 28, 2026, the Company issued a press release to announce Ms. McCarthy’s appointment to the Board. A copy of the press release is also furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information set forth under this Item 7.01, including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit | | Description |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 28, 2026 | TERRESTRIAL ENERGY INC. | |
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| By: | /s/ Brian Thrasher |
| Name: | Brian Thrasher |
| Title: | Chief Financial Officer |