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

Rhea-AI Filing Summary

Craig Shesky, Chief Financial Officer of TMC the metals Co Inc. (TMC), was granted 2,000,000 restricted stock units (RSUs) on 09/23/2025. Each RSU converts to one common share upon vesting, and the full award is reported as 2,000,000 underlying common shares held directly following the grant.

The RSUs were issued under the companys long-term retention plan and vest only if the reporting person remains employed through the retention date of September 1, 2029, and if specified average share price performance targets are met by April 16, 2029: 50% vest if the trailing 30-day average closing price reaches $10.00 and the remaining 50% vest if that average reaches $12.50. Shares received upon settlement may not be sold or transferred prior to the retention date.

Positive

• Performance-based vesting ties 50% of the award to a $10.00 average share price and 50% to a $12.50 average, aligning incentives with shareholder value
• Long-term retention requirement through September 1, 2029 promotes executive stability and continuity
• Transfer restriction prevents sale of settled shares prior to the retention date, reinforcing long-term focus

Negative

• Potential dilution if all 2,000,000 RSUs settle into common shares
• Large grant size could be material relative to outstanding shares (magnitude not quantified in this filing)

Insights

Compensation & Governance Analyst

TL;DR: A performance-based RSU grant aligns CFO pay with share-price milestones and multi-year retention.

The 2,000,000 RSU award to the CFO ties a substantial portion of potential compensation to market performance and time-based retention through 09/01/2029. The dual price hurdles ($10.00 and $12.50 average over 30 days) combined with a prohibition on transfer until the retention date create strong retention incentives and align managements interests with long-term shareholder value. The grants size is notable relative to typical insider awards and could have dilutionary implications if fully settled, but the award is conditional on both continued employment and achievement of explicit share-price thresholds.

Securities/Transaction Specialist

TL;DR: Form 4 discloses a single, non-derivative RSU grant with explicit vesting triggers and direct ownership reporting.

The filing reports a non-derivative issuance of 2,000,000 RSUs exercisable into common shares upon vesting. Transaction date is 09/23/2025 and the reporting shows direct beneficial ownership of 2,000,000 shares following the grant. Vesting conditions and transfer restrictions are documented, reducing immediate liquidity and establishing clear conditions for future settlement. The disclosure follows Section 16 reporting requirements and is executed by an attorney-in-fact on 09/24/2025.

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).

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)
09/23/2025

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

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	(1)	09/23/2025		A		2,000,000		(2)	(2)	Common Shares	2,000,000	$0.00	2,000,000	D

Explanation of Responses:

1. Each RSU represents the right to receive one common share ("Share") upon vesting.

2. 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.

	/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.
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.

FAQ

What did TMC insider Craig Shesky receive on 09/23/2025?

He was granted 2,000,000 restricted stock units (RSUs), each representing the right to one common share upon vesting.

When do the RSUs vest for TMC CFO Craig Shesky?

RSUs vest only if he remains employed through the Retention Date of September 1, 2029 and performance targets are met by April 16, 2029.

What performance targets apply to the RSUs?

50% vests if the trailing 30-day average closing price reaches $10.00; the remaining 50% vests if it reaches $12.50, both on or before April 16, 2029.

Can shares received upon RSU settlement be sold immediately?

No. Shares received upon settlement may not be sold or otherwise transferred prior to the retention date.

How was this Form 4 signed and reported?

The filing shows execution by Michelle Ancosky, Attorney-In-Fact on 09/24/2025 reporting the 09/23/2025 transaction.