TMC (TMC) director Andrei Karkar exercises options, adds Special Shares and large holdings

Rhea-AI Filing Summary

TMC the metals company director and 10% owner Andrei Karkar reported an option exercise and related equity awards. On February 6, 2026, he exercised stock options to buy 31,602 common shares for cash at an exercise price of $0.65 per share, increasing his direct common share holdings to 425,611.

Under the option terms, he also received for no additional consideration 689 Class A, 1,379 Class B, 1,379 Class C, 2,758 Class D, 2,758 Class E, 2,758 Class F, 3,447 Class G and 3,447 Class H Special Shares, which each convert one-for-one into common shares if specified trading price thresholds from $15.00 up to $200.00 are met or upon certain change-of-control events. The filing also shows 60,953,495 common shares held indirectly through ERAS Capital LLC, where Karkar is managing member and shares voting and dispositive power while disclaiming beneficial ownership beyond his pecuniary interest.

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
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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^*

Karkar Andrei

(Last) (First) (Middle)

C/O TMC THE METALS COMPANY INC.,

1111 WEST HASTINGS STREET, 15TH FLOOR

(Street)

VANCOUVER A1 V6E 2J3

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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

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

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

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	02/06/2026		M(1)		31,602	A	$0.65	425,611	D
Common Shares								60,953,495	I	ERAS Capital LLC(2)

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
Stock Option (right to buy)	$0.65	02/06/2026		M(1)			31,602	(3)	06/01/2028(3)	Common Shares(4)	31,602(4)	(5)	94,805(9)	D
Class A Special Shares	(6)	02/06/2026		M(7)		689		(6)	(6)	Common Shares	689	(6)	2,078(8)	D
Class B Special Shares	(6)	02/06/2026		M(7)		1,379		(6)	(6)	Common Shares	1,379	(6)	4,157(8)	D
Class C Special Shares	(6)	02/06/2026		M(7)		1,379		(6)	(6)	Common Shares	1,379	(6)	4,157(8)	D
Class D Special Shares	(6)	02/06/2026		M(7)		2,758		(6)	(6)	Common Shares	2,758	(6)	8,315(8)	D
Class E Special Shares	(6)	02/06/2026		M(7)		2,758		(6)	(6)	Common Shares	2,758	(6)	8,315(8)	D
Class F Special Shares	(6)	02/06/2026		M(7)		2,758		(6)	(6)	Common Shares	2,758	(6)	8,315(8)	D
Class G Special Shares	(6)	02/06/2026		M(7)		3,447		(6)	(6)	Common Shares	3,447	(6)	10,394(8)	D
Class H Special Shares	(6)	02/06/2026		M(7)		3,447		(6)	(6)	Common Shares	3,447	(6)	10,394(8)	D

1. Name and Address of Reporting Person^*

Karkar Andrei

(Last) (First) (Middle)

C/O TMC THE METALS COMPANY INC.,

1111 WEST HASTINGS STREET, 15TH FLOOR

(Street)

VANCOUVER A1 V6E 2J3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ERAS Capital LLC

(Last) (First) (Middle)

C/O TMC THE METALS COMPANY INC.,

1111 WEST HASTINGS STREET, 15TH FLOOR

(Street)

VANCOUVER A1 V6E 2J3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents the exercise of stock options to purchase 31,602 common shares for cash at an exercise price of $0.65 per common share. The deadline to exercise these stock options with respect to the vested common shares underlying them is March 5, 2026. In accordance with the terms of the stock options, the Reporting Person was also issued 689 Class A Special Shares, 1,379 Class B Special Shares, 1,379 Class C Special Shares, 2,758 Class D Special Shares, 2,758 Class E Special Shares, 2,758 Class F Special Shares, 3,447 Class G Special Shares and 3,447 Class H Special Shares for no additional consideration.

2. The securities are held directly by ERAS Capital LLC ("ERAS"). Andrei Karkar is the managing member of ERAS and shares voting and dispositive power over and may be deemed to beneficially own such securities held by ERAS. Andrei Karkar disclaims beneficial ownership over any securities owned by ERAS other than to the extent of any pecuniary interest he may have therein.

3. These stock options vest in increments upon the occurrence of certain milestones, subject to continued service through each milestone. These stock options are exercisable at any time until March 5 of the year following vesting of such stock option (any such date, the "Exercise Date"). These stock options expire on the day after the Exercise Date.

4. Also included the right to purchase the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares (collectively, the "Special Shares") set forth in Footnote 1 above.

5. Received by the Reporting Person as described in the Form 4 submitted by the Reporting Person on September 13, 2021.

6. Each of the Special Shares automatically convert into common shares on a one for one basis, if on any twenty trading days within any thirty trading day period, the common shares trade for a price that is greater than or equal to the price threshold for such class of Special Shares (the "Price Threshold") described below, or in the event of certain changes of control. The Price Thresholds for the Special Shares are as follows: Class A Special Shares ($15.00), Class B Special Shares ($25.00), Class C Special Shares ($35.00), Class D Special Shares ($50.00), Class E Special Shares ($75.00), Class F Special Shares ($100.00), Class G Special Shares ($150.00), and Class H Special Shares ($200.00).

7. Represents the amount of the specified class of Special Shares acquired upon the exercise of stock options referenced in Footnote 1 above.

8. Does not include the Special Shares held by ERAS Capital LLC that were previously reported in the Form 4 submitted by the Reporting Person on September 13, 2021.

9. Also includes the right to purchase 2,069 Class A Special Shares, 4,137 Class B Special Shares, 4,137 Class C Special Shares, 8,274 Class D Special Shares, 8,274 Class E Special Shares, 8,274 Class F Special Shares, 10,343 Class G Special Shares and 10,343 Class H Special Shares.

	/s/ Michelle Ancosky, Attorney-In-Fact	02/10/2026
	** 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).
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FAQ

What did Andrei Karkar report in this TMC (TMC) Form 4 filing?

He reported exercising stock options and receiving special share classes. On February 6, 2026, Karkar exercised options for 31,602 common shares at $0.65 per share and was also issued multiple classes of Special Shares tied to future stock price thresholds.

How many TMC common shares does Andrei Karkar directly hold after this transaction?

He directly holds 425,611 TMC common shares after the exercise. The Form 4 shows that exercising options for 31,602 common shares increased his direct ownership to a total of 425,611 common shares recorded under direct ownership.

What Special Shares did Andrei Karkar receive in connection with the option exercise at TMC?

He received several tranches of Special Shares for no additional consideration. These include 689 Class A, 1,379 each of Classes B and C, 2,758 each of Classes D, E and F, and 3,447 each of Classes G and H Special Shares.

Under what conditions do TMC Special Shares convert into common shares?

Each Special Share converts one-for-one upon meeting price thresholds or certain change-of-control events. Conversion occurs if, over twenty trading days within thirty, common shares trade at or above class-specific thresholds from $15.00 up to $200.00, or upon specified control changes.

What is ERAS Capital LLC’s relationship to TMC shares in this Form 4?

ERAS Capital LLC is reported as holding TMC shares indirectly for Andrei Karkar. The filing lists 60,953,495 common shares held indirectly through ERAS, where Karkar is managing member and shares voting and dispositive power, while disclaiming beneficial ownership beyond any pecuniary interest.

How many TMC derivative securities does Andrei Karkar hold after this reported option exercise?

He holds 94,805 stock options following the transaction. The Form 4 shows 94,805 derivative securities labeled as stock options (right to buy), in addition to his Special Shares positions with class-specific conversion price thresholds and separate indirect holdings through ERAS Capital LLC.