Terrestrial Energy Inc. /DE/
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 10, 2026
IMSR$2.73-9.2%Stored close · as of Nov 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001104659-26-094085
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001104659-26-125193
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 58 previous paragraphs and 61 current paragraphs.
43 unchanged; 13 reworded; 5 added; 1 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
On July 28, 2026, the Company announced a signed Engineering Services Agreement (ESA) with Zachry Group, a North American engineering, construction, maintenance, turnaround and fabrication services provider. Under the agreement, Zachry will provide nuclear engineering services including civil structures, mechanical, and electrical systems supporting Terrestrial Energy’s design, development, and licensing activities at Texas A&M-RELLIS.
Current report
On September 10, 2026, the Company announced the submission of its Graphite Topical Report to the NRC. The submission supports the regulatory basis for qualifying graphite, a central component of the IMSR Core-unit, for use in commercial plant operations.
Current report
On September 21, 2026, the Company announced its support and role as supplier of advanced nuclear plant technology for Ameresco Inc.’s power plant project at the U.S. Army’s Aberdeen Proving Group (APG) in Maryland. This follows a competitive request for proposals and selection process by the Army as part of its Strategic Capital Initiatives and Ameresco’s recent successful selection. Ameresco’s APG power project is planned to provide commercial power generation capacity to the regional electricity market and enhance APG’s electric power resiliency. The project is a phased development of natural gas and advanced nuclear commercial power generation. Terrestrial Energy is supporting Ameresco as the supplier of advanced nuclear generation technology with its IMSR Plant design.
Current report
On October 27, 2026, the Company announced that its Board of Directors authorized a share repurchase program for the repurchase of up to $25 million of its common stock until October 21, 2027.
Current report
For the three and nine months ended September 30, 2026 and 2025
Removed paragraphs (1)
Previous report
For the three and six months ended June 30, 2026 and 2025
Reworded paragraphs (13)
Previous wording
The following discussion and analysis of our financial condition and results of operations for the three and six months ended June 30, 2026 and 2025, should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed on March 30, 2026. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. All amounts in the below discussion and analysis are in thousands except share and per share data or where otherwise noted.
Current wording
The following discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2026 and 2025, should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed on March 30, 2026. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. All amounts in the below discussion and analysis are in thousands except share and per share data or where otherwise noted.
Previous wording
The following tables set forth our condensed consolidated statements of operations for the three and six month periods ended June 30, 2026 and 2025, and the dollar and percentage change between the two periods:
Current wording
The following tables set forth our condensed consolidated statements of operations for the three and nine month periods ended September 30, 2026 and 2025, and the dollar and percentage change between the two periods:
Previous wording
R&D expense for the three months ended June 30, 2026 and 2025 was $3,498 and $1,441, respectively. R&D expense for the six months ended June 30, 2026 and 2025 was $8,064 and $2,849, respectively. The increase is attributed to an increase in R&D activities performed relating to the IMSR project, compared to 2025, as the Company continues to increase its fuel and graphite testing along with headcount additions to support commercialization activities.
Current wording
R&D expense for the three months ended September 30, 2026 and 2025 was $4,391 and $3,362, respectively. R&D expense for the nine months ended September 30, 2026 and 2025 was $12,455 and $6,211, respectively. The increase is attributed to an increase in R&D activities performed relating to the IMSR project, compared to 2025, as the Company continues to increase its fuel and graphite testing along with headcount additions to support commercialization activities.
Previous wording
General and administrative expense for the three months ended June 30, 2026 and 2025 was $8,029 and $3,531, respectively. General and administrative expense for the six months ended June 30, 2026 and 2025 was $15,333 and $6,820, respectively. The increase is primarily attributable to additional stock-based compensation expense associated with stock options and restricted stock units issued, along with overall operational growth including headcount as part of the business growth strategy.
Current wording
General and administrative expense for the three months ended September 30, 2026 and 2025 was $8,538 and $4,749, respectively. General and administrative expense for the nine months ended September 30, 2026 and 2025 was $23,871 and $11,569, respectively. The increase is primarily attributable to additional stock-based compensation expense associated with stock options and restricted stock units issued, along with overall operational growth including headcount as part of the business growth strategy.
Previous wording
Depreciation and amortization expense for the three months ended June 30, 2026 and 2025 was $145 and $198, respectively. Depreciation and amortization expense for the six months ended June 30, 2026 and 2025 was $206 and $379, respectively. The decrease is attributed to a reduction in total net depreciable fixed assets, as the Company had assets which were fully depreciated in fiscal 2025.
Current wording
Depreciation and amortization expense for the three months ended September 30, 2026 and 2025 was $133 and $287, respectively. Depreciation and amortization expense for the nine months ended September 30, 2026 and 2025 was $339 and $666, respectively. The decrease is attributed to a reduction in total net depreciable fixed assets, as the Company had assets which were fully depreciated in fiscal 2025.
Previous wording
Interest expense and interest expense — related parties decreased by $1,329, or 100%, when comparing the results for the three months ended June 30, 2026 and 2025, and by $2,697, or 100%, when comparing the results for the six months ended June 30, 2026 and 2025. The decrease was primarily due to conversion of convertible notes by the Company in the fourth quarter of 2025, resulting in no debt outstanding or accruing interest in the first two quarters of 2026.
Current wording
Interest expense and interest expense — related parties decreased by $1,338, or 100%, when comparing the results for the three months ended September 30, 2026 and 2025, and by $4,035, or 100%, when comparing the results for the nine months ended September 30, 2026 and 2025. The decrease was primarily due to conversion of convertible notes by the Company in the fourth quarter of 2025, resulting in no debt outstanding or accruing interest in the first three quarters of 2026.
Previous wording
Interest and dividend income increased by $2,473 for the three months ended June 30, 2026 when compared to the same period in 2025, and by $3,923 for the six months ended June 30, 2026 when compared to the same period in 2025, as a result of higher short-term investment and long-term investment balances.
Current wording
Interest and dividend income increased by $1,782 for the three months ended September 30, 2026 when compared to the same period in 2025, and by $5,705 for the nine months ended September 30, 2026 when compared to the same period in 2025, as a result of higher short-term investment balances.
Previous wording
Historically, the Company’s primary sources of liquidity have been cash flows from private fundraising offerings to related parties or other investors and other financing activities to fund operations. For the six months ended June 30, 2026 and 2025, the Company reported operating losses of $23,603 and $10,048, respectively, and negative cash flows from
Current wording
Historically, the Company’s primary sources of liquidity have been cash flows from private fundraising offerings to related parties or other investors and other financing activities to fund operations. For the nine months ended September 30, 2026 and 2025, the Company reported operating losses of $36,665 and $18,446, respectively, and negative cash flows from operations of $22,229 and $10,828, respectively. As of September 30, 2026, the Company had $94,787 in cash and cash equivalents and $181,547 in short-term investments. The Company had net working capital of $271,030 and an accumulated deficit of $155,554. Management expects that significant on-going expenditures will be necessary to successfully implement our business plan.
Previous wording
Cash flows for the six months ended June 30, 2026 and 2025
Current wording
Cash flows for the nine months ended September 30, 2026 and 2025
Previous wording
The following table summarizes the Company’s cash flows from operating, investing and financing activities for the six months ended June 30, 2026 and 2025:
Current wording
The following table summarizes the Company’s cash flows from operating, investing and financing activities for the nine months ended September 30, 2026 and 2025:
Previous wording
Net cash used in operating activities for the six months ended June 30, 2026 was $14,794 compared to $6,885 for the six months ended June 30, 2025, an increase of $7,909. The increase was primarily due to an increase in the Company’s operating loss after non-cash items. The cause of the increase in the Company’s operating loss was an increase in engineering costs and general and administrative costs as discussed above.
Current wording
Net cash used in operating activities for the nine months ended September 30, 2026 was $22,229 compared to $10,828 for the nine months ended September 30, 2025, an increase of $11,401. The increase was primarily due to an increase in the Company’s operating loss after non-cash items. The cause of the increase in the Company’s operating loss was an increase in engineering costs and general and administrative costs as discussed above.
Previous wording
Net cash provided by investing activities for the six months ended June 30, 2026 was $48,450 compared to net cash used in investing activities of $552 for the six months ended June 30, 2025. The increase was primarily related to redemptions of short-term investments, partially offset by purchases of short-term and long-term investments.
Current wording
Net cash provided by investing activities for the nine months ended September 30, 2026 was $19,657 compared to net cash used in investing activities of $1,029 for the nine months ended September 30, 2025. The increase was primarily related to redemptions of short-term and long-term investments, partially offset by purchases of short-term and long-term investments.
Previous wording
Cash provided by financing activities for the six months ended June 30, 2026 was $140 compared to $36,695 for the six months ended June 30, 2025, a decrease of $36,555. The decrease was a result of issuances of convertible notes of $10,985 and the $25,797 advanced proceeds received relating to shares of Preferred Stock prior to the closing of private placement in the six months ended June 30, 2025 as compared to $0 in the current period.
Current wording
Cash provided by financing activities for the nine months ended September 30, 2026 was $131 compared to $36,669 for the nine months ended September 30, 2025, a decrease of $36,538. The decrease was a result of issuances of convertible notes of $10,985 and the $25,797 proceeds received relating to shares of Preferred Stock prior to the closing of private placement in the nine months ended September 30, 2025 as compared to $0 in the current period.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
operations of $14,794 and $6,885, respectively. As of June 30, 2026, the Company had $130,737 in cash and cash equivalents and $142,781 in short-term investments. The Company had net working capital of $268,621 and an accumulated deficit of $144,527. Management expects that significant on-going expenditures will be necessary to successfully implement our business plan.