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TMC the Metals Company director exercises options

TMC the Metals Company director Christian Madsbjerg reported exercising stock options for 11,578 common shares at $0.52 per share and 31,602 common shares at $0.65 per share on February 6, 2026.

Filing Impact
(Neutral)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

TMC the Metals Company director Christian Madsbjerg reported exercising stock options for 11,578 common shares at $0.52 per share and 31,602 common shares at $0.65 per share on February 6, 2026. Following these exercises, he directly owned 374,800 common shares.

Under the option terms, he also received multiple classes of "Special Shares" (Classes A–H) for no additional cash consideration. These Special Shares each convert into common shares on a one-for-one basis if the stock trades at or above specified price thresholds ranging from $15.00 to $200.00 over a defined 20-out-of-30 trading day period or upon certain change-of-control events.

Positive

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Negative

  • None.
Insider Madsbjerg Christian
Role Director
Type Security Shares Price Value
Exercise Stock Option (right to buy) 11,578 $0.00 $0.00
Exercise Stock Option (right to buy) 31,602 $0.00 $0.00
Exercise Class A Special Shares 941 $0.00 $0.00
Exercise Class B Special Shares 1,884 $0.00 $0.00
Exercise Class C Special Shares 1,884 $0.00 $0.00
Exercise Class D Special Shares 3,768 $0.00 $0.00
Exercise Class E Special Shares 3,768 $0.00 $0.00
Exercise Class F Special Shares 3,768 $0.00 $0.00
Exercise Class G Special Shares 4,710 $0.00 $0.00
Exercise Class H Special Shares 4,710 $0.00 $0.00
Exercise Common Shares 11,578 $0.52 $6K
Exercise Common Shares 31,602 $0.65 $21K
Holdings After Transaction: Stock Option (right to buy) — 94,805 contracts (Direct); Class A Special Shares — 941 contracts (Direct); Class B Special Shares — 1,884 contracts (Direct); Class C Special Shares — 1,884 contracts (Direct); Class D Special Shares — 3,768 contracts (Direct); Class E Special Shares — 3,768 contracts (Direct); Class F Special Shares — 3,768 contracts (Direct); Class G Special Shares — 4,710 contracts (Direct); Class H Special Shares — 4,710 contracts (Direct); Common Shares — 374,800 shares (Direct)
Footnotes (10)
  1. F1. Represents the exercise of stock options to purchase 11,578 common shares for cash at an exercise price of $0.52 per common share. In accordance with the terms of the stock options, the Reporting Person was also issued 252 Class A Special Shares, 505 Class B Special Shares, 505 Class C Special Shares, 1,010 Class D Special Shares, 1,010 Class E Special Shares, 1,010 Class F Special Shares, 1,263 Class G Special Shares and 1,263 Class H Special Shares for no additional consideration.
  2. F2. Represents the exercise of stock options to purchase 31,602 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 689 Class A Special Shares, 1,379 Class B Special Shares, 1,379 Class C Special Shares, 2,758 Class D Special Shares, 2,758 Class E Special Shares, 2,758 Class F Special Shares, 3,447 Class G Special Shares and 3,447 Class H Special Shares for no additional consideration.
  3. F3. Was fully vested as of February 26, 2021.
  4. F4. 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.
  5. F5. Received by the Reporting Person as described in the Form 4 submitted by the Reporting Person on September 13, 2021.
  6. F6. 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.
  7. F7. Also included the right Special Shares set forth in Footnote 2 above.
  8. F8. 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).
  9. F9. Represents the aggregate amount of the specified class of Special Shares acquired upon the exercise of stock options referenced in Footnotes 1 and 2 above.
  10. F10. Also includes the right to purchase 2,069 Class A Special Shares, 4,137 Class B Special Shares, 4,137 Class C Special Shares, 8,274 Class D Special Shares, 8,274 Class E Special Shares, 8,274 Class F Special Shares, 10,343 Class G Special Shares and 10,343 Class H Special Shares.

FAQ

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

What insider transaction did TMC (TMC) director Christian Madsbjerg report?
Christian Madsbjerg reported exercising stock options for 11,578 TMC common shares at $0.52 and 31,602 shares at $0.65 on February 6, 2026. These transactions increased his directly held common shares to 374,800, according to the Form 4 filing.

How many TMC common shares does Christian Madsbjerg hold after this Form 4?
After the reported option exercises, Christian Madsbjerg beneficially owned 374,800 TMC common shares directly. This figure reflects adding 11,578 shares at $0.52 and 31,602 shares at $0.65 to his position, as disclosed in the non-derivative securities table.

What are the Special Shares disclosed in TMC director Madsbjergs Form 4?
The Special Shares are Classes A through H that each automatically convert into TMC common shares on a one-for-one basis. Conversion occurs if the stock trades at or above class-specific price thresholds between $15.00 and $200.00 over 20 of 30 trading days or upon certain change-of-control events.

Did Christian Madsbjerg pay cash to receive the TMC Special Shares?
The filing states the Special Shares were issued for no additional consideration when Madsbjerg exercised stock options. He received various Class A–H Special Shares linked to each option exercise, in addition to the common shares purchased for cash at the specified exercise prices.

What stock option terms are described for TMC director Madsbjerg in this filing?
One stock option series for 11,578 shares was fully vested as of February 26, 2021, with a $0.52 exercise price. Another for 31,602 shares vests upon milestones and is exercisable until March 5 of the year after vesting, expiring the day after that Exercise Date.

What price thresholds trigger conversion of TMC Special Shares held by Madsbjerg?
Each Special Share class has a defined price threshold: $15.00 for Class A, $25.00 for Class B, $35.00 for Class C, $50.00 for Class D, $75.00 for Class E, $100.00 for Class F, $150.00 for Class G, and $200.00 for Class H, based on sustained trading levels.

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*
Madsbjerg Christian
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026
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 02/06/2026 M(1) 11,578 A $0.52 343,198 D
Common Shares 02/06/2026 M(2) 31,602 A $0.65 374,800 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) $0.52 02/06/2026 M(1) 11,578 (3) 02/17/2026 Common Shares(4) 11,578(4) (5) 0 D
Stock Option (right to buy) $0.65 02/06/2026 M(2) 31,602 (6) 06/01/2028(6) Common Shares(7) 31,602(7) (5) 94,805(10) D
Class A Special Shares (8) 02/06/2026 M(9) 941 (8) (8) Common Shares 941 (8) 941 D
Class B Special Shares (8) 02/06/2026 M(9) 1,884 (8) (8) Common Shares 1,884 (8) 1,884 D
Class C Special Shares (8) 02/06/2026 M(9) 1,884 (8) (8) Common Shares 1,884 (8) 1,884 D
Class D Special Shares (8) 02/06/2026 M(9) 3,768 (8) (8) Common Shares 3,768 (8) 3,768 D
Class E Special Shares (8) 02/06/2026 M(9) 3,768 (8) (8) Common Shares 3,768 (8) 3,768 D
Class F Special Shares (8) 02/06/2026 M(9) 3,768 (8) (8) Common Shares 3,768 (8) 3,768 D
Class G Special Shares (8) 02/06/2026 M(9) 4,710 (8) (8) Common Shares 4,710 (8) 4,710 D
Class H Special Shares (8) 02/06/2026 M(9) 4,710 (8) (8) Common Shares 4,710 (8) 4,710 D
Explanation of Responses:
1. Represents the exercise of stock options to purchase 11,578 common shares for cash at an exercise price of $0.52 per common share. In accordance with the terms of the stock options, the Reporting Person was also issued 252 Class A Special Shares, 505 Class B Special Shares, 505 Class C Special Shares, 1,010 Class D Special Shares, 1,010 Class E Special Shares, 1,010 Class F Special Shares, 1,263 Class G Special Shares and 1,263 Class H Special Shares for no additional consideration.
2. Represents the exercise of stock options to purchase 31,602 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 689 Class A Special Shares, 1,379 Class B Special Shares, 1,379 Class C Special Shares, 2,758 Class D Special Shares, 2,758 Class E Special Shares, 2,758 Class F Special Shares, 3,447 Class G Special Shares and 3,447 Class H Special Shares for no additional consideration.
3. Was fully vested as of February 26, 2021.
4. 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.
5. Received by the Reporting Person as described in the Form 4 submitted by the Reporting Person on September 13, 2021.
6. 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.
7. Also included the right Special Shares set forth in Footnote 2 above.
8. 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).
9. Represents the aggregate amount of the specified class of Special Shares acquired upon the exercise of stock options referenced in Footnotes 1 and 2 above.
10. Also includes the right to purchase 2,069 Class A Special Shares, 4,137 Class B Special Shares, 4,137 Class C Special Shares, 8,274 Class D Special Shares, 8,274 Class E Special Shares, 8,274 Class F Special Shares, 10,343 Class G Special Shares and 10,343 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.
* 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.

Source: View Original Filing on SEC EDGAR

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