TMC (TMC) CFO converts 562,539 RSUs, boosting direct stake to 1.77M shares

Rhea-AI Filing Summary

TMC the metals Co Inc. Chief Financial Officer Craig Shesky exercised restricted stock units into 562,539 common shares on March 20, 2026. These RSUs come from long-term incentive grants made in 2023, 2024, and 2025 that vest over three years. After these conversions, he directly holds 1,771,460 common shares and continues to participate in the company’s multi-year RSU vesting program tied to ongoing service.

Insights

Equity compensation analyst

Routine RSU vesting and exercise with no open‑market trades.

CFO Craig Shesky exercised restricted stock units that converted one-for-one into 562,539 common shares on March 20, 2026. The transaction code M and zero exercise price indicate RSU settlements under the company’s long-term incentive plan, not market purchases.

The footnotes describe three annual RSU grants from 2023, 2024, and 2025, each vesting in thirds over three years, subject to continued service. Some portions are fully vested and settled, while later grants still have future vesting dates.

Following these exercises, Shesky’s direct holdings increase to 1,771,460 common shares. With no reported sales, tax withholdings, or derivative positions remaining in this filing, the activity appears as standard executive equity compensation rather than a directional bet on TMC’s share price.

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

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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^*

Shesky Craig

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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	03/20/2026		M		187,662(1)	A	$0.00	1,396,583	D
Common Shares	03/20/2026		M		166,502(2)	A	$0.00	1,563,085	D
Common Shares	03/20/2026		M		208,375(3)	A	$0.00	1,771,460	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
Restricted Stock Units	(4)	03/20/2026		M			187,662	(5)	(5)	Common Shares	187,662	$0.00	0	D
Restricted Stock Units	(4)	03/20/2026		M			166,502	(6)	(6)	Common Shares	166,502	$0.00	166,501	D
Restricted Stock Units	(4)	03/20/2026		M			208,375	(7)	(7)	Common Shares	208,375	$0.00	416,750	D

Explanation of Responses:

1. Consists of restricted stock units ("RSUs") that converted to common shares on a one-to-one basis. The RSUs were granted on March 20, 2023 and 1/3 vested on March 20, 2024, 1/3 vested on March 20, 2025 and 1/3 vested on March 20, 2026.

2. Consists of RSUs that converted to common shares on a one-to-one basis. The RSUs were granted on March 20, 2024 and 1/3 vested on March 20, 2025 and 1/3 vested on March 20, 2026. The remaining RSUs will vest, subject to continued service through the vesting date, 1/3 of the total award on March 20, 2027.

3. Consists of RSUs that converted to common shares on a one-to-one basis. The RSUs were granted on March 20, 2025 and 1/3 vested on March 20, 2026. The remaining RSUs will vest as follows, subject to continued service through each vesting date: 1/3 of the total award on March 20, 2027 and the remaining amount on March 20, 2028.

4. Each RSU represents the right to receive one common share upon vesting.

5. The RSUs were granted as part of the Issuer's long-term incentive plan and vest over a three-year period as follows, subject to continued service through each vesting date: 1/3 on the first anniversary of March 20, 2023 (the "2023 Grant Date"), 1/3 on the second anniversary of the 2023 Grant Date and 1/3 on the third anniversary of the 2023 Grant Date. All of the RSUs have vested and have been settled as of the date hereof.

6. The RSUs were granted as part of the Issuer's long-term incentive plan and vest over a three-year period as follows, subject to continued service through each vesting date: 1/3 on the first anniversary of March 20, 2024 (the "2024 Grant Date"), 1/3 on the second anniversary of the 2024 Grant Date and 1/3 on the third anniversary of the 2024 Grant Date. 2/3 of the RSUs have vested and have been settled as of the date hereof.

7. The RSUs were granted as part of the Issuer's long-term incentive plan and vest over a three-year period as follows, subject to continued service through each vesting date: 1/3 on the first anniversary of March 20, 2025 (the "2025 Grant Date"), 1/3 on the second anniversary of the 2025 Grant Date and 1/3 on the third anniversary of the 2025 Grant Date. 1/3 of the RSUs have vested and have been settled as of the date hereof.

	/s/ Michelle Ancosky, Attorney-In-Fact	03/24/2026
	** 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)

FAQ

What did TMC (TMC) CFO Craig Shesky report in this Form 4?

CFO Craig Shesky reported the exercise of restricted stock units into 562,539 common shares on March 20, 2026. These were compensation-related conversions from prior RSU grants, not open-market stock purchases or sales, under TMC’s long-term incentive equity program.

How many TMC common shares does the CFO hold after these RSU exercises?

After the RSU conversions, CFO Craig Shesky directly holds 1,771,460 TMC common shares. This reflects settlement of multiple RSU grants vesting over several years as part of his long-term incentive compensation rather than any open-market buying or selling activity.

Were there any open-market buys or sells by TMC’s CFO in this Form 4?

No open-market buys or sells were reported. All transactions used code M, indicating derivative exercises or conversions of RSUs into common shares at a zero exercise price. The filing shows compensation-related vesting, with no sales, gifts, or tax-withholding dispositions disclosed.

What RSU vesting schedule applies to the TMC CFO’s equity awards?

The RSUs generally vest over three years in equal one-third installments on each anniversary of the grant date, subject to continued service. Grants from 2023 are fully vested, 2024 awards are two-thirds vested, and 2025 awards are one-third vested, with remaining tranches vesting through 2028.

Does this TMC Form 4 indicate remaining unvested RSUs for the CFO?

Yes. Footnotes state the 2024 RSU grant still has one-third unvested, and the 2025 grant has two-thirds unvested. These remaining portions are scheduled to vest in future years, contingent on continued service, extending the CFO’s equity-based incentive alignment over time.

What does the M transaction code mean in TMC CFO’s Form 4?

The M code indicates exercise or conversion of a derivative security, in this case restricted stock units converting into common shares. For TMC’s CFO, it reflects RSUs settling one-for-one into common shares at no cash exercise price, consistent with standard equity compensation practices.