TMC CEO awarded 816,327 RSUs in equity grant

TMC the metals Co Inc. reported that Chairman & CEO Gerard Barron acquired 816,327 Common Shares through a grant of restricted stock units (RSUs) at no cash cost as part of the company’s long-term incentive plan.

Rhea-AI Filing Summary

TMC the metals Co Inc. reported that Chairman & CEO Gerard Barron acquired 816,327 Common Shares through a grant of restricted stock units (RSUs) at no cash cost as part of the company’s long-term incentive plan.

Each RSU converts into one share upon vesting, which occurs in three equal installments on March 20, 2027, March 20, 2028 and March 20, 2029, subject to his continued service. Following this award, Barron directly holds 41,803,445 Common Shares, highlighting that this filing reflects compensation-based equity rather than an open-market share purchase or sale.

Insider Trade Summary

Grant/Award: 816,327 shares

Grant/Award 1 txn

Insider Barron Gerard

Role Chairman & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	816,327	$0.00	$0.00

Holdings After Transaction: Common Shares — 41,803,445 shares (Direct)

Footnotes (1)

1. F1. Consists of RSUs. Each RSU represents the right to receive one Share upon vesting. The RSUs were granted on April 13, 2026 as part of the Issuer's long-term incentive plan and vest, subject to continued service through the respective vesting date, over a three year period as follows: 1/3 on March 20, 2027, 1/3 on March 20, 2028 and 1/3 on March 20, 2029.

Key Figures

RSU grant size: 816,327 shares Holdings after grant: 41,803,445 shares Grant price: $0.0000 per share +3 more

6 metrics

RSU grant size 816,327 shares Common Share RSUs granted on April 13, 2026

Holdings after grant 41,803,445 shares Total Common Shares directly held after transaction

Grant price $0.0000 per share Equity compensation, no cash paid by CEO

Vesting tranche 1 1/3 of 816,327 RSUs Vests on March 20, 2027, subject to continued service

Vesting tranche 2 1/3 of 816,327 RSUs Vests on March 20, 2028, subject to continued service

Vesting tranche 3 1/3 of 816,327 RSUs Vests on March 20, 2029, subject to continued service

Key Terms

RSUs, long-term incentive plan, vesting, continued service

4 terms

RSUs financial

"Consists of RSUs. Each RSU represents the right to receive one Share upon vesting."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

long-term incentive plan financial

"The RSUs were granted on April 13, 2026 as part of the Issuer's long-term incentive plan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

vesting financial

"Each RSU represents the right to receive one Share upon vesting."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

continued service financial

"vest, subject to continued service through the respective vesting date, over a three year period"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TMC (TMC) Chairman & CEO Gerard Barron receive in this Form 4?

Gerard Barron received a grant of 816,327 restricted stock units (RSUs), each representing one Common Share. The award is part of TMC’s long-term incentive plan and was granted at no cash cost to him.

Is Gerard Barron’s TMC (TMC) Form 4 a market buy or sell of shares?

The Form 4 does not show a market buy or sell. It reports a compensation-related grant of 816,327 RSUs, meaning Barron was awarded stock units rather than purchasing or selling shares in the open market.

How do the 816,327 RSUs granted to TMC’s CEO vest over time?

The 816,327 RSUs vest in three equal installments over three years, subject to continued service. One-third vests on March 20, 2027, one-third on March 20, 2028, and the final third on March 20, 2029.

What is Gerard Barron’s total TMC (TMC) shareholding after this RSU grant?

After the RSU grant, Gerard Barron directly holds 41,803,445 Common Shares. This total reflects his position following the reported award and shows a substantial ongoing equity stake in TMC.

What does it mean that the RSUs for TMC’s CEO were granted at a price of 0.0000?

A grant price of 0.0000 indicates the CEO did not pay cash for the 816,327 RSUs. They were issued as equity compensation under TMC’s long-term incentive plan, rather than purchased in a typical stock market transaction.

What conditions apply to the vesting of Gerard Barron’s TMC RSUs?

The RSUs vest only if Gerard Barron continues his service through each vesting date. If he remains through March 20, 2027, 2028, and 2029, one-third of the award vests on each respective date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/15/2026 - 05:31 PM EDT Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Barron Gerard

(Last) (First) (Middle)

C/O TMC THE METALS COMPANY INC.,

1111 WEST HASTINGS STREET, 15TH FLOOR

(Street)

VANCOUVER V6E 2J3

(City) (State) (Zip)

BRITISH COLUMBIA, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
TMC the metals Co Inc. [ TMC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Common Shares	04/13/2026		A		816,327(1)	A	$0.00	41,803,445	D

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

Explanation of Responses:

1. Consists of RSUs. Each RSU represents the right to receive one Share upon vesting. The RSUs were granted on April 13, 2026 as part of the Issuer's long-term incentive plan and vest, subject to continued service through the respective vesting date, over a three year period as follows: 1/3 on March 20, 2027, 1/3 on March 20, 2028 and 1/3 on March 20, 2029.

	/s/ Michelle Ancosky, Attorney-In-Fact	04/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)