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

Rhea-AI Filing Summary

Erika Ilves, Chief Strategy Officer of TMC the metals Co Inc. (TMC) reported multiple transactions in September 2025. On 09/22/2025 she sold 1,591,485 common shares at an average price of $5.77, leaving 1,145,792 shares held directly. On 09/23/2025 she was granted 2,000,000 restricted stock units (RSUs) subject to vesting tied to stock-price milestones and a retention date of September 1, 2029; RSU settlement shares may not be sold before that date.

On 09/24/2025 Ms. Ilves exercised stock options to acquire a total of 1,614,892 common shares for $0.65 per share (1,099,968 + 262,109 + 252,815). After these transactions she beneficially owns 4,760,684 common shares directly and 30,682 indirectly via children. Exercise activity also triggered issuance of multiple classes of Special Shares that convert one-for-one into common shares if specified price thresholds are met or upon certain changes of control; thresholds range from $15 to $200 per class.

Positive

• Net increase in beneficial ownership after exercises and RSU grant: reported direct holdings rose to 4,760,684 common shares
• Long-term retention alignment via 2,000,000 RSUs that vest only upon meeting price milestones and require continued employment through September 1, 2029
• Low-cost option exercises at $0.65 per share increased insider stake, demonstrating personal capital commitment

Negative

• Large sale of 1,591,485 common shares on 09/22/2025 at an average of $5.77, representing significant insider liquidity
• Special Shares conversion thresholds are high ($15 to $200), so those instruments will not convert unless the share price appreciates substantially

Insights

Financial Analyst

TL;DR Insiders sold a large block but significantly increased vested ownership via option exercises and RSU grants, concentrating long-term alignment.

Ms. Ilves' 09/22/2025 sale of 1,591,485 shares at an average of $5.77 is a material disposition in absolute terms. However, her near-simultaneous exercises on 09/24/2025 of options at $0.65 per share for 1,614,892 shares and the 2,000,000 RSU award create a net increase in reported beneficial ownership to 4,760,684 shares (direct) plus 30,682 indirect. The RSUs carry explicit retention and price-based vesting conditions through April 16, 2029, which suggests an alignment mechanism to incentivize performance over multiple years. Special Shares issued upon exercise contain high conversion price hurdles ($15 to $200), limiting near-term dilution unless share price rises substantially.

Corporate Governance Expert

TL;DR Transaction mix shows routine insider liquidity plus structured retention and option exercises, with stock-price milestones for long-term alignment.

The Form 4 discloses a primary sale, option exercises, RSU grants, and issuance of multiple classes of Special Shares that convert to common shares only upon meeting defined price thresholds or change-of-control events. The RSU restrictions (no sale before September 1, 2029) and milestone-based vesting tie compensation to sustained share-price performance. From a governance perspective, the combination of immediate liquidity and long-term vesting is a common design to balance personal diversification with retention incentives. All transactions are reported and documented with exercise prices, vesting rules and conversion thresholds as required.

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).

1. Name and Address of Reporting Person^*

ILVES Erika

(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 Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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	09/22/2025		S		1,591,485	D	$5.77(1)	1,145,792	D
Common Shares	09/23/2025		A(2)		2,000,000	A	$0.00	3,145,792	D
Common Shares	09/24/2025		M(3)		1,099,968	A	$0.65	4,245,760	D
Common Shares	09/24/2025		M(4)		262,109	A	$0.65	4,507,869	D
Common Shares	09/24/2025		M(5)		252,815	A	$0.65	4,760,684	D
Common Shares								30,682	I	By children

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	09/24/2025		M(3)			1,099,968	(6)	06/01/2028	Common Shares(7)	1,099,968(7)	(8)	0	D
Stock Option (right to buy)	$0.65	09/24/2025		M(4)			262,109	(9)	06/01/2028	Common Shares(10)	262,109(10)	(8)	0	D
Stock Option (right to buy)	$0.65	09/24/2025		M(5)			252,815	(11)	06/01/2028	Common Shares(12)	252,815(12)	(8)	758,444(13)	D
Class A Special Shares	(14)	09/24/2025		M(15)		35,233		(14)	(14)	Common Shares	35,233	(14)	39,970	D
Class B Special Shares	(14)	09/24/2025		M(15)		70,468		(14)	(14)	Common Shares	70,468	(14)	79,941	D
Class C Special Shares	(14)	09/24/2025		M(15)		70,468		(14)	(14)	Common Shares	70,468	(14)	79,941	D
Class D Special Shares	(14)	09/24/2025		M(15)		140,937		(14)	(14)	Common Shares	140,937	(14)	159,884	D
Class E Special Shares	(14)	09/24/2025		M(15)		140,937		(14)	(14)	Common Shares	140,937	(14)	159,884	D
Class F Special Shares	(14)	09/24/2025		M(15)		140,937		(14)	(14)	Common Shares	140,937	(14)	159,884	D
Class G Special Shares	(14)	09/24/2025		M(15)		176,172		(14)	(14)	Common Shares	176,172	(14)	199,855	D
Class H Special Shares	(14)	09/24/2025		M(15)		176,172		(14)	(14)	Common Shares	176,172	(14)	199,855	D

Explanation of Responses:

1. The price reflects the average selling price of the common shares sold. These common shares were sold in multiple transactions at prices ranging from $5.68 to $5.91 per common share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of common shares sold at each price.

2. 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, 2029 (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.

3. Represents the exercise of stock options to purchase 1,099,968 common shares for cash at an exercise price of $0.65 per common share. In accordance with the terms of the stock options, the Reporting Person was also issued 23,999 Class A Special Shares, 47,999 Class B Special Shares, 47,999 Class C Special Shares, 95,998 Class D Special Shares, 95,998 Class E Special Shares, 95,998 Class F Special Shares, 119,998 Class G Special Shares and 119,998 Class H Special Shares for no additional consideration.

4. Represents the exercise of stock options to purchase 262,109 common shares for cash at an exercise price of $0.65 per common share. In accordance with the terms of the stock options, the Reporting Person was also issued 5,718 Class A Special Shares, 11,437 Class B Special Shares, 11,437 Class C Special Shares, 22,875 Class D Special Shares, 22,875 Class E Special Shares, 22,875 Class F Special Shares, 28,594 Class G Special Shares and 28,594 Class H Special Shares for no additional consideration.

5. Represents the exercise of stock options to purchase 252,815 common shares for cash at an exercise price of $0.65 per common share. In accordance with the terms of the stock options, the Reporting Person was also issued 5,516 Class A Special Shares, 11,032 Class B Special Shares, 11,032 Class C Special Shares, 22,064 Class D Special Shares, 22,064 Class E Special Shares, 22,064 Class F Special Shares, 27,580 Class G Special Shares and 27,580 Class H Special Shares for no additional consideration.

6. Was fully vested as of September 1, 2020.

7. 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 3 above.

8. Received by the Reporting Person in connection with the September 9, 2021 business combination transaction as described in the Form 4 submitted by the Reporting Person on September 13, 2021.

9. Was fully vested as of March 6, 2021.

10. Also included the right to purchase the Special Shares set forth in Footnote 4 above.

11. These stock options vest in increments upon the occurrence of certain milestones, subject to continued service through each milestone, as previously disclosed in the Form 4 submitted by the Reporting Person on September 13, 2021.

12. Also included the right to purchase the Special Shares set forth in Footnote 5 above.

13. Also includes the right to purchase 16,548 Class A Special Shares, 33,096 Class B Special Shares, 33,096 Class C Special Shares, 66,192 Class D Special Shares, 66,192 Class E Special Shares, 66,192 Class F Special Shares, 82,741 Class G Special Shares and 82,741 Class H Special Shares.

14. Each of 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 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).

15. Represents the aggregate amount of the specified class of Special Shares acquired upon the exercise of stock options referenced in Footnotes 3, 4 and 5 above.

	/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.
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FAQ

What did TMC insider Erika Ilves report on Form 4?

The filing reports a sale of 1,591,485 common shares on 09/22/2025, a grant of 2,000,000 RSUs on 09/23/2025, and option exercises on 09/24/2025 totaling 1,614,892 common shares.

How many shares does Erika Ilves beneficially own after the transactions?

Following the reported transactions Ms. Ilves beneficially owns 4,760,684 common shares directly and 30,682 indirectly.

What were the prices for the sale and exercises reported?

The sale on 09/22/2025 averaged $5.77 per share (individual trades ranged from $5.68 to $5.91). The stock options were exercised at $0.65 per share.

What are the RSU vesting conditions in the Form 4?

The 2,000,000 RSUs vest based on Average Share Price milestones: 50% if the 30-day average reaches $10.00 and 50% if it reaches $12.50, each on or before April 16, 2029. Settlement shares may not be sold before the retention date of September 1, 2029.

What are Special Shares and when do they convert to common shares?

Special Shares were issued upon option exercises and convert one-for-one to common shares if the common share price meets specified thresholds on 20 of 30 trading days or upon certain changes of control. Price thresholds range from $15 (Class A) to $200 (Class H).