TMC (TMC) CFO exercises options, gains multi-class Special Shares with price triggers
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
100,437 shares exercised/converted
Mixed
10 txns
Insider
Shesky Craig
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (right to buy) | 63,204 | $0.00 | -- |
| Exercise | Class A Special Shares | 1,379 | $0.00 | -- |
| Exercise | Class B Special Shares | 2,758 | $0.00 | -- |
| Exercise | Class C Special Shares | 2,758 | $0.00 | -- |
| Exercise | Class D Special Shares | 5,516 | $0.00 | -- |
| Exercise | Class E Special Shares | 5,516 | $0.00 | -- |
| Exercise | Class F Special Shares | 5,516 | $0.00 | -- |
| Exercise | Class G Special Shares | 6,895 | $0.00 | -- |
| Exercise | Class H Special Shares | 6,895 | $0.00 | -- |
| Exercise | Common Shares | 63,204 | $0.65 | $41K |
Holdings After Transaction:
Stock Option (right to buy) — 189,610 shares (Direct);
Class A Special Shares — 8,116 shares (Direct);
Class B Special Shares — 16,231 shares (Direct);
Class C Special Shares — 16,231 shares (Direct);
Class D Special Shares — 32,462 shares (Direct);
Class E Special Shares — 32,462 shares (Direct);
Class F Special Shares — 32,462 shares (Direct);
Class G Special Shares — 40,578 shares (Direct);
Class H Special Shares — 40,578 shares (Direct);
Common Shares — 1,208,921 shares (Direct)
Footnotes (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. 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. 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. Received by the Reporting Person as described in the Form 4 submitted by the Reporting Person on September 13, 2021. 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). Represents the amount of the specified class of Special Shares acquired upon the exercise of stock options referenced in Footnote 1 above. 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.
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.