TMC (TMC) CFO exercises options, gains multi-class Special Shares with price triggers

Rhea-AI Filing Summary

TMC the metals company’s Chief Financial Officer Craig Shesky reported an insider transaction involving stock options and special share classes. On February 10, 2026, he exercised stock options to acquire 63,204 common shares for cash at an exercise price of $0.65 per share, bringing his directly held common shares to 1,208,921.

Under the option terms, he was also issued, for no additional consideration, multiple series of Special Shares: 1,379 Class A, 2,758 each of Classes B and C, 5,516 each of Classes D, E and F, and 6,895 each of Classes G and H. These Special Shares each automatically convert into common shares on a one-for-one basis if the stock trades at or above specified price thresholds ranging from $15.00 for Class A to $200.00 for Class H over defined 20-out-of-30 trading-day periods, or upon certain change-of-control events.

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^*

Shesky Craig

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		M(1)		63,204	A	$0.65	1,208,921	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
Stock Option (right to buy)	$0.65	02/10/2026		M(1)			63,204	(2)	06/01/2028(2)	Common Shares(3)	63,204(3)	(4)	189,610(7)	D
Class A Special Shares	(5)	02/10/2026		M(6)		1,379		(5)	(5)	Common Shares	1,379	(5)	8,116	D
Class B Special Shares	(5)	02/10/2026		M(6)		2,758		(5)	(5)	Common Shares	2,758	(5)	16,231	D
Class C Special Shares	(5)	02/10/2026		M(6)		2,758		(5)	(5)	Common Shares	2,758	(5)	16,231	D
Class D Special Shares	(5)	02/10/2026		M(6)		5,516		(5)	(5)	Common Shares	5,516	(5)	32,462	D
Class E Special Shares	(5)	02/10/2026		M(6)		5,516		(5)	(5)	Common Shares	5,516	(5)	32,462	D
Class F Special Shares	(5)	02/10/2026		M(6)		5,516		(5)	(5)	Common Shares	5,516	(5)	32,462	D
Class G Special Shares	(5)	02/10/2026		M(6)		6,895		(5)	(5)	Common Shares	6,895	(5)	40,578	D
Class H Special Shares	(5)	02/10/2026		M(6)		6,895		(5)	(5)	Common Shares	6,895	(5)	40,578	D

Explanation of Responses:

1. Represents the exercise of stock options to purchase 63,204 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 1,379 Class A Special Shares, 2,758 Class B Special Shares, 2,758 Class C Special Shares, 5,516 Class D Special Shares, 5,516 Class E Special Shares, 5,516 Class F Special Shares, 6,895 Class G Special Shares and 6,895 Class H Special Shares for no additional consideration.

2. 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.

3. 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.

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

5. 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).

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

7. Also includes the right to purchase 4,137 Class A Special Shares, 8,274 Class B Special Shares, 8,274 Class C Special Shares, 16,548 Class D Special Shares, 16,548 Class E Special Shares, 16,548 Class F Special Shares, 20,685 Class G Special Shares and 20,685 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.
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FAQ

What insider transaction did TMC (TMC) report for its CFO on February 10, 2026?

TMC’s CFO Craig Shesky exercised stock options to buy 63,204 common shares at an exercise price of $0.65 per share. Following this transaction, he directly held 1,208,921 common shares, according to the Form 4 insider filing.

What are the Special Shares received by TMC (TMC) CFO in this Form 4 filing?

Alongside the option exercise, the CFO received multiple Special Share classes for no additional consideration, including Class A through Class H Special Shares. Each class carries the right to convert into common shares on a one-for-one basis if specific trading price thresholds are met.

At what price thresholds do TMC (TMC) Special Shares convert into common shares?

Each Special Share class converts one-for-one into common shares if the stock trades at or above its threshold for 20 days in a 30-day period. Thresholds range from $15.00 for Class A to $200.00 for Class H, or upon certain change-of-control events.

Did the TMC (TMC) CFO pay cash for the Special Shares reported in the Form 4?

The filing states the CFO paid cash only to exercise stock options for 63,204 common shares at $0.65 per share. The various Special Shares were issued to him for no additional consideration under the existing option terms.

How many TMC (TMC) common shares does the CFO hold after this Form 4 transaction?

After exercising stock options on February 10, 2026, the CFO beneficially owned 1,208,921 common shares directly. This total reflects the new 63,204 common shares acquired in the reported option exercise transaction.

How do the TMC (TMC) Special Shares relate to the CFO’s stock options?

The filing explains that the Special Shares were issued in connection with exercising stock options. The stock options also include rights to purchase additional Special Shares, which may convert into common shares if future price performance conditions are satisfied.