Allseas Group boosts TMC (TMC) stake with 7.3M-share equity issuance

Rhea-AI Filing Summary

TMC the metals Co Inc. reported that major shareholder Allseas Group S.A. acquired additional common shares. On July 1, 2026, Allseas acquired 7,305,567 common shares of TMC pursuant to a Contract for Development Work and Commercial Production between a wholly owned Allseas subsidiary and TMC.

The footnotes state that these common shares were issued at $4.66 per share under that commercial arrangement, rather than through a cash open‑market purchase. Following the transaction, one reported line shows 62,419,168 common shares directly owned. The filing notes that related entities and Mr. Edward Heerema may be deemed beneficial owners but each disclaims beneficial ownership except to the extent of their pecuniary interest.

Insights

Equity analyst

Large share issuance to key partner deepens TMC–Allseas commercial ties.

TMC issued 7,305,567 common shares at $4.66 each to Allseas Group S.A. under a Contract for Development Work and Commercial Production. This reflects compensation in equity for development and future commercial production work rather than a cash transaction.

After this issuance, one position line shows 62,419,168 common shares held directly, indicating a substantial stake. Control and economic interest are layered across Allseas entities and Mr. Edward Heerema, with explicit beneficial ownership disclaimers, so the economic exposure is concentrated but formally shared among related parties.

The arrangement ties additional equity to performance under the development and production contract dated May 11, 2026 and effective as of March 30, 2026. Subsequent company filings may provide further detail on how ongoing work under this agreement translates into future share issuances or obligations.

Insider Trade Summary

2 transactions reported

Net Buy 2 txns

Insider Allseas Group S.A., Allseas Investments S.A., Heerema Edward, Argentum Cedit Virtuti NV, Stichting Administratiekantoor Aequa Lance Foundation

Role null | null | null | null | null

Bought 7,305,567 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	Common Shares	7,305,567	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 62,419,168 shares (Direct, null)

Footnotes (1)

1. These securities are owned by Allseas Group S.A. ("Allseas"). Mr. Edward Heerema has sole authority over Allseas. Mr. Heerema, Allseas Investments S.A., ("Allseas Investments"), the majority parent of Allseas, Argentum Cedit Virtuti NV ("ACV"), the parent of Allseas Investments, and Stichting Administratiekantoor Aequa Lance Foundation, the parent of ACV, may be deemed to have beneficial ownership of the shares owned by Allseas. Each of Mr. Heerema, Allseas Investments, ACV and Stichting Administratiekantoor Aequa Lance Foundation disclaims beneficial ownership over any securities directly held by Allseas, except to the extent of his or its respective pecuniary interest therein. On July 1, 2026, Allseas acquired 7,305,567 common shares, pursuant to a Contract for Development Work and Commercial Production, by and between a wholly owned subsidiary of Allseas and TMC, dated May 11, 2026 and effective as of March 30, 2026, under which TMC is required to issue Allseas common shares of TMC in accordance with the commercial arrangement under the agreement. The common shares of TMC were issued at a price of $4.66 per common share. These securities are owned by ACV. Mr. Heerema may be deemed to have voting and investment power over the shares owned by ACV. Mr. Heerema disclaims beneficial ownership over any securities directly held by ACV, except to the extent of his pecuniary interest therein.

Key Figures

Shares acquired by Allseas: 7,305,567 shares Issue price per share: $4.66 per share Post-transaction holdings line: 62,419,168 shares +2 more

5 metrics

Shares acquired by Allseas 7,305,567 shares Common shares issued July 1, 2026 under development and production contract

Issue price per share $4.66 per share Price of TMC common shares issued to Allseas under the contract

Post-transaction holdings line 62,419,168 shares Common shares directly owned following transaction in one reported entry

Net buy shares 7,305,567 shares Net buy direction across reported transactions in the filing

Transaction date July 1, 2026 Date Allseas acquired 7,305,567 TMC common shares

Key Terms

Contract for Development Work and Commercial Production, beneficial ownership, pecuniary interest, voting and investment power

4 terms

Contract for Development Work and Commercial Production financial

"acquired 7,305,567 common shares, pursuant to a Contract for Development Work and Commercial Production"

beneficial ownership financial

"may be deemed to have beneficial ownership of the shares owned by Allseas"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of his or its respective pecuniary interest therein"

voting and investment power financial

"may be deemed to have voting and investment power over the shares owned by ACV"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/07/2026 - 06:46 AM Accepted by SEC EDGAR 07/07/2026 - 06:46 AM Learn about SEC filing dates

FAQ

What did Allseas acquire in the latest TMC (TMC) Form 4 filing?

Allseas Group S.A. acquired 7,305,567 common shares of TMC the metals Co Inc. These shares were issued as consideration under a Contract for Development Work and Commercial Production, rather than through a cash market purchase, deepening Allseas’ equity stake in TMC.

At what price were the new TMC (TMC) shares issued to Allseas?

The common shares issued to Allseas Group S.A. were priced at $4.66 per share. This price applies to the 7,305,567 shares granted under the Contract for Development Work and Commercial Production between an Allseas subsidiary and TMC.

How many TMC (TMC) shares does Allseas report holding after the transaction?

One reported line in the filing shows 62,419,168 TMC common shares directly owned following the transaction. This reflects Allseas’ reported post‑transaction position for that line item and underscores its role as a significant shareholder in TMC.

What agreement led to TMC issuing shares to Allseas Group S.A.?

TMC issued shares to Allseas under a Contract for Development Work and Commercial Production. The agreement, dated May 11, 2026 and effective March 30, 2026, requires TMC to issue common shares to Allseas in line with the commercial arrangement’s terms.

How is Edward Heerema related to the TMC (TMC) shareholding reported?

Footnotes state that Mr. Edward Heerema has sole authority over Allseas Group S.A. and may be deemed a beneficial owner of its TMC shares. He and related entities disclaim beneficial ownership except to the extent of their respective pecuniary interests in those securities.

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^*

Allseas Group S.A.

(Last) (First) (Middle)

18 ROUTE DE PRA DE PLAN

(Street)

CHATEL-SAINT-DENIS 1618

(City) (State) (Zip)

SWITZERLAND

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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

	Form filed by One Reporting Person
X	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	07/01/2026		P		7,305,567	A	(2)	62,419,168	D(1)
Common Shares								1,000,000	D(3)

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

1. Name and Address of Reporting Person^*

Allseas Group S.A.

(Last) (First) (Middle)

18 ROUTE DE PRA DE PLAN

(Street)

CHATEL-SAINT-DENIS 1618

(City) (State) (Zip)

SWITZERLAND

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Allseas Investments S.A.

(Last) (First) (Middle)

18 ROUTE DE PRA DE PLAN

(Street)

CHATEL-SAINT-DENIS 1618

(City) (State) (Zip)

SWITZERLAND

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Heerema Edward

(Last) (First) (Middle)

C/O ALLSEAS GROUP S.A.

18 ROUTE DE PRA DE PLAN

(Street)

CHATEL-SAINT-DENIS 1618

(City) (State) (Zip)

SWITZERLAND

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Argentum Cedit Virtuti NV

(Last) (First) (Middle)

STATIONSSTRAAT 180

(Street)

ESSEN 2910

(City) (State) (Zip)

BELGIUM

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stichting Administratiekantoor Aequa Lance Foundation

(Last) (First) (Middle)

C/O ALLSEAS GROUP S.A.

18 ROUTE DE PRA DE PLAN

(Street)

CHATEL-SAINT-DENIS 1618

(City) (State) (Zip)

SWITZERLAND

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These securities are owned by Allseas Group S.A. ("Allseas"). Mr. Edward Heerema has sole authority over Allseas. Mr. Heerema, Allseas Investments S.A., ("Allseas Investments"), the majority parent of Allseas, Argentum Cedit Virtuti NV ("ACV"), the parent of Allseas Investments, and Stichting Administratiekantoor Aequa Lance Foundation, the parent of ACV, may be deemed to have beneficial ownership of the shares owned by Allseas. Each of Mr. Heerema, Allseas Investments, ACV and Stichting Administratiekantoor Aequa Lance Foundation disclaims beneficial ownership over any securities directly held by Allseas, except to the extent of his or its respective pecuniary interest therein.

2. On July 1, 2026, Allseas acquired 7,305,567 common shares, pursuant to a Contract for Development Work and Commercial Production, by and between a wholly owned subsidiary of Allseas and TMC, dated May 11, 2026 and effective as of March 30, 2026, under which TMC is required to issue Allseas common shares of TMC in accordance with the commercial arrangement under the agreement. The common shares of TMC were issued at a price of $4.66 per common share.

3. These securities are owned by ACV. Mr. Heerema may be deemed to have voting and investment power over the shares owned by ACV. Mr. Heerema disclaims beneficial ownership over any securities directly held by ACV, except to the extent of his pecuniary interest therein.

	/s/ Pieter Heerema, President and authorized signatory of Allseas Group S.A.	07/07/2026
	/s/ Edward Heerema	07/07/2026
	/s/ Edward Heerema, President and authorized signatory of Allseas Investments S.A.	07/07/2026
	/s/ Edward Heerema, director and authorized signatory of Argentum Cedit Virtuti NV	07/07/2026
	/s/ Edward Heerema, Chairman and authorized signatory of Stichting Administratiekantoor Aequa Lance Foundation	07/07/2026
	** 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)