[Form 4] TMC the metals Co Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Large retention-focused grant links executive pay to long-term service and share-price performance, encouraging alignment with shareholders
• Performance hurdles ($10.00 and $12.50 average prices) mean vesting is conditional on value creation before dilution occurs

Negative

• Potential dilution of up to 1,000,000 shares if performance targets are met and RSUs vest
• Concentration of insider ownership change could be material depending on total shares outstanding (not provided in this filing)

Insights

Corporate Governance / Compensation Specialist

TL;DR: A performance-and-retention-based RSU package aligns the CDO's incentives with stock-price targets and long-term tenure.

The grant of 1,000,000 RSUs ties a significant portion of compensation to both continued employment through September 1, 2028 and achievement of specific 30-day average price hurdles set at $10.00 and $12.50 by April 16, 2029. The holding restriction until the retention date increases retention incentives and reduces immediate dilution risk from open market sales. For shareholders, the structure reduces short-term selling pressure but dilutes on vesting if performance targets are met. This is a common tool to retain senior executives and align pay with shareholder value creation.

Securities / Insider Transactions Analyst

TL;DR: Transaction is a non-taxable RSU grant event recorded on Form 4; material only as an insider compensation disclosure.

The Form 4 documents a non-derivative acquisition (grant) of 1,000,000 RSUs at $0.00 price, indicating a compensation grant rather than a market purchase. Beneficial ownership post-grant is reported as 2,125,667 shares. Vesting is contingent on price and service conditions, and settled shares are subject to a transfer restriction until the retention date. Impact on trading or capital structure is contingent on future vesting outcomes.

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
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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).

1. Name and Address of Reporting Person^*

O'Sullivan Anthony

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

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

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

X	Form filed by One Reporting Person
	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	09/23/2025		A(1)		1,000,000	A	$0.00	2,125,667	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 restricted stock units ("RSUs"). Each RSU represents the right to receive one common share ("Share") upon vesting. The RSUs were granted pursuant to the Issuer's long-term retention plan and vest, subject to the Reporting Person's continued employment through September 1, 2028 (the "Retention Date"), as follows: (i) 50% upon the trailing 30-day average closing price of the Shares (the "Average Share Price") reaching $10.00 on or before April 16, 2029, and (ii) 50% upon the Average Share Price reaching $12.50 on or before April 16, 2029. Shares received upon settlement of the RSUs may not be sold or otherwise transferred prior to the Retention Date.

	/s/ Michelle Ancosky, Attorney-In-Fact	09/24/2025
	** 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.

FAQ

What did Anthony O'Sullivan report on the Form 4 for TMC?

He reported a grant of 1,000,000 RSUs on 09/23/2025, increasing his beneficial ownership to 2,125,667 shares.

When do the RSUs vest for the TMC grant reported by Anthony O'Sullivan?

RSUs vest subject to continued employment through September 1, 2028 and meeting price targets by April 16, 2029.

What performance targets must be met for the RSUs to vest?

50% vests if the 30-day average closing price reaches $10.00 and the remaining 50% vests if it reaches $12.50, both on or before April 16, 2029.

Can the shares received upon RSU settlement be sold immediately?

No. Shares received upon settlement may not be sold or transferred prior to the retention date of September 1, 2028.

Was any cash consideration paid for the RSUs in this transaction?

No. The RSUs were granted at a reported price of $0.00, indicating a compensatory grant.