TMC director granted 33,844 restricted shares

Accepted by SEC EDGAR 06/02/2026 - 05:51 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Khama Sheila reported acquisition or exercise transactions in this Form 4 filing.

TMC the metals Co Inc. director Sheila Khama reported equity awards rather than market trades. On May 29, 2026, she received two grants totaling 33,844 common shares at a stated price of $0.00 per share.

According to the footnotes, 16,528 restricted stock units (RSUs) were granted in lieu of cash fees under the Nonemployee Director Compensation Policy and vested immediately. A separate 17,316 RSU grant will vest on the company’s 2027 annual shareholder meeting date, contingent on her continued board service.

Insider Trade Summary

Grant/Award: 33,844 shares

Grant/Award 2 txns

Insider Khama Sheila

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	17,316	$0.00	$0.00
Grant/Award	Common Shares	16,528	$0.00	$0.00

Holdings After Transaction: Common Shares — 353,598 shares (Direct)

Holdings Before and After: Common Shares, 319,754 to 353,598 shares (Direct)

Footnotes (2)

1. F1. In lieu of cash compensation under the Issuer's Nonemployee Director Compensation Policy ("Director Compensation Policy"), the Reporting Person was granted restricted stock units ("RSUs") under the Issuer's 2021 Equity Incentive Plan ("Equity Incentive Plan"). Each RSU represents the right to receive one common share upon vesting. The RSUs vested immediately upon issuance.
2. F2. Pursuant to the Director Compensation Policy, the Reporting Person was granted RSUs under the Equity Incentive Plan. Each RSU represents the right to receive one common share upon vesting. The RSUs vest on the date of the Issuer's 2027 annual meeting of shareholders, subject to the Reporting Person's continued service through the vesting date.

Key Figures

RSU grant (immediate vesting): 16,528 shares RSU grant (2027 meeting vesting): 17,316 shares Total RSU awards reported: 33,844 shares +1 more

4 metrics

RSU grant (immediate vesting) 16,528 shares Restricted stock units vested immediately on May 29, 2026

RSU grant (2027 meeting vesting) 17,316 shares Restricted stock units vest at 2027 annual shareholder meeting

Total RSU awards reported 33,844 shares Sum of both RSU grants reported on May 29, 2026

Grant price per share $0.00 per share Reported price for both RSU awards

Key Terms

restricted stock units ("RSUs"), Nonemployee Director Compensation Policy, 2021 Equity Incentive Plan, vesting

4 terms

restricted stock units ("RSUs") financial

"The Reporting Person was granted restricted stock units ("RSUs") under the Issuer's 2021 Equity Incentive Plan"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Nonemployee Director Compensation Policy financial

"In lieu of cash compensation under the Issuer's Nonemployee Director Compensation Policy ("Director Compensation Policy")"

2021 Equity Incentive Plan financial

"The Reporting Person was granted RSUs under the Issuer's 2021 Equity Incentive Plan ("Equity Incentive Plan")"

vesting financial

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

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TMC (TMC) director Sheila Khama report in this Form 4?

Sheila Khama reported receiving two equity awards totaling 33,844 common shares in TMC the metals Co Inc. These awards were granted as restricted stock units instead of cash director fees, increasing her share-based compensation without any open-market stock purchase or sale.

How many TMC common shares were granted to Sheila Khama?

Sheila Khama was granted 33,844 TMC common shares in total, split into 16,528 and 17,316 restricted stock units. Each RSU represents one common share upon vesting, providing share-based director compensation rather than immediate cash payments under the company’s policies.

Were Sheila Khama’s TMC share grants open-market purchases or sales?

The reported transactions were not open-market purchases or sales. They were coded as “A” grants, meaning share-based awards. The RSUs were issued as compensation with a reported price of $0.00 per share, so no cash changed hands in the market.

Why did TMC grant RSUs to director Sheila Khama instead of cash?

One of the RSU grants was made in lieu of cash compensation under TMC’s Nonemployee Director Compensation Policy. This structure provides equity-based incentives, aligning director interests with shareholders while reducing immediate cash outlay for director fees.

When do Sheila Khama’s TMC RSU awards vest?

One RSU grant of 16,528 units vested immediately upon issuance. The second grant of 17,316 RSUs will vest on the date of TMC’s 2027 annual meeting of shareholders, provided Sheila Khama continues to serve as a director through that vesting date.

What plan governs Sheila Khama’s TMC RSU awards?

The RSU awards were granted under TMC’s 2021 Equity Incentive Plan, as referenced in the filing. That plan supports equity-based compensation, including restricted stock units, issued in line with the company’s Nonemployee Director Compensation Policy and related governance framework.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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).

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^*

Khama Sheila

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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	05/29/2026		A		17,316(1)	A	$0.00	337,070	D
Common Shares	05/29/2026		A		16,528(2)	A	$0.00	353,598	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. In lieu of cash compensation under the Issuer's Nonemployee Director Compensation Policy ("Director Compensation Policy"), the Reporting Person was granted restricted stock units ("RSUs") under the Issuer's 2021 Equity Incentive Plan ("Equity Incentive Plan"). Each RSU represents the right to receive one common share upon vesting. The RSUs vested immediately upon issuance.

2. Pursuant to the Director Compensation Policy, the Reporting Person was granted RSUs under the Equity Incentive Plan. Each RSU represents the right to receive one common share upon vesting. The RSUs vest on the date of the Issuer's 2027 annual meeting of shareholders, subject to the Reporting Person's continued service through the vesting date.

	/s/ Michelle Ancosky, Attorney-In-Fact	06/02/2026
	** 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.
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* Form 4: SEC 1474 (03-26)