Tmc The Metals Company Inc SEC Filings

TMC the metals Co Inc. reporting officer Anthony O'Sullivan received a grant of 1,000,000 restricted stock units (RSUs) on 09/23/2025 under the company long-term retention plan. Each RSU converts to one common share upon vesting. Following the grant, the reporting person beneficially owns 2,125,667 common shares in total. The RSUs vest only if the officer remains employed through the retention date of September 1, 2028 and if share-price performance thresholds are met: 50% of the RSUs vest if the 30-day average closing price reaches $10.00 on or before April 16, 2029, and the remaining 50% vest if the 30-day average reaches $12.50 on or before April 16, 2029. Shares delivered on settlement cannot be sold or transferred before the retention date.

Erika Ilves, Chief Strategy Officer of TMC the metals Co Inc. (TMC) reported multiple transactions in September 2025. On 09/22/2025 she sold 1,591,485 common shares at an average price of $5.77, leaving 1,145,792 shares held directly. On 09/23/2025 she was granted 2,000,000 restricted stock units (RSUs) subject to vesting tied to stock-price milestones and a retention date of September 1, 2029; RSU settlement shares may not be sold before that date.

On 09/24/2025 Ms. Ilves exercised stock options to acquire a total of 1,614,892 common shares for $0.65 per share (1,099,968 + 262,109 + 252,815). After these transactions she beneficially owns 4,760,684 common shares directly and 30,682 indirectly via children. Exercise activity also triggered issuance of multiple classes of Special Shares that convert one-for-one into common shares if specified price thresholds are met or upon certain changes of control; thresholds range from $15 to $200 per class.

Craig Shesky, Chief Financial Officer of TMC the metals Co Inc. (TMC), was granted 2,000,000 restricted stock units (RSUs) on 09/23/2025. Each RSU converts to one common share upon vesting, and the full award is reported as 2,000,000 underlying common shares held directly following the grant.

The RSUs were issued under the companys long-term retention plan and vest only if the reporting person remains employed through the retention date of September 1, 2029, and if specified average share price performance targets are met by April 16, 2029: 50% vest if the trailing 30-day average closing price reaches $10.00 and the remaining 50% vest if that average reaches $12.50. Shares received upon settlement may not be sold or transferred prior to the retention date.

William George Brumder II reports beneficial ownership of 21,992,781 common shares of TMC the metals Co Inc., representing approximately 5.4% of the outstanding class. This total includes 2,000,000 common shares underlying exchange-traded warrants exercisable at $11.50 per share and expiring at 5:00 p.m. EST on September 9, 2026, and 2,492,200 common shares underlying call options exercisable within 60 days of the filing date. The percentage calculation uses a share base of 408,392,921 common shares, which incorporates the 2,000,000 shares issuable on exercise of the reported warrants. Mr. Brumder reports sole voting and dispositive power over 21,992,781 shares and certifies the holdings were not acquired to influence control of the issuer.

TMC the metals Co Inc. (TMCWW) filed a Form 144 to notify a proposed sale of 1,591,485 common shares through Merrill Lynch with an aggregate market value of $9,185,980.34. The filing states the issuer has 406,392,921 shares outstanding and lists an approximate sale date of 09/22/2025 on NASDAQ. The shares to be sold were acquired entirely through vesting of restricted stock unit awards granted under the issuer's equity compensation plan on multiple dates from 02/09/2022 to 03/20/2025, and the sum of those vested tranches equals the number of shares proposed for sale. The filing contains no information about the seller's relationship to the issuer beyond the acquisition method, and no sales in the past three months are reported.

Michael Bernard Hess, a director of TMC the metals Co Inc. (TMC), reported acquisitions of common shares via restricted stock units (RSUs) and indirect holdings. On 09/02/2025 he was granted 237,530 RSUs that vest over three years with one-third vesting on 06/04/2026, 06/04/2027 and 06/04/2028. He was also granted 7,500,000 performance-based RSUs that vest in increments upon achievement of market-based thresholds, subject to continued service. Following these transactions he directly beneficially owns 7,737,530 shares and indirectly beneficially owns 3,333,333 shares through SS3H Ventures LLC, of which he is the sole member and has voting and dispositive power.

Spiro Alex, a director of TMC the metals Company Inc. (TMC), acquired 1,750,000 restricted stock units (RSUs) on 09/02/2025. Each RSU represents the right to receive one common share upon vesting and the reported RSUs are held directly by the reporting person. The RSUs carry a reported price of $0.00 and will vest on June 12, 2029, subject to the reporting person's continued service through that date. The Form 4 shows this transaction was reported by one reporting person and signed by an attorney-in-fact on behalf of the reporting person.

Reporting person Anthony O'Sullivan executed option exercises and multiple open-market sales of TMC common shares during 2025, and holds special share rights that convert on price triggers. On 08/26/2025 he exercised stock options to buy 250,000 common shares at $0.65 and, under the option terms, was issued multiple classes of Special Shares that convert one-for-one to common shares if price thresholds are met. Earlier in 2025 he sold common shares: 100,000 on 05/27/2025 at $4.78, 50,000 on 06/09/2025 at $4.20, and 185,110 on 06/20/2025 at an average $7.094; he also sold 250,000 on 08/26/2025 at $5.25. JOZEM Pty Ltd., as trustee of The O'Sullivan Family Trust No. 1, is the indirect vehicle referenced in the filing.