TMC director receives 36,820-share RSU grant

Accepted by SEC EDGAR 06/02/2026 - 05:47 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Greig Andrew Carlyle reported acquisition or exercise transactions in this Form 4 filing.

TMC the metals Co Inc. director Andrew Carlyle received equity compensation in the form of restricted stock units instead of cash fees. On May 29, 2026, he was granted a total of 36,820 common shares through two RSU awards at no cash cost.

One RSU grant vested immediately upon issuance, while the other is scheduled to vest on the date of the company’s 2027 annual meeting of shareholders, subject to his continued board service.

Insider Trade Summary

Grant/Award: 36,820 shares

Grant/Award 2 txns

Insider Greig Andrew Carlyle

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	20,292	$0.00	$0.00
Grant/Award	Common Shares	16,528	$0.00	$0.00

Holdings After Transaction: Common Shares — 5,106,850 shares (Direct)

Holdings Before and After: Common Shares, 5,070,030 to 5,106,850 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 shares (immediate vest): 16,528 shares RSU grant shares (2027 vest): 20,292 shares Total RSU shares granted: 36,820 shares +2 more

5 metrics

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

RSU grant shares (2027 vest) 20,292 shares Restricted stock units vesting at 2027 annual meeting

Total RSU shares granted 36,820 shares Combined director equity compensation on May 29, 2026

Per-share grant price $0.00 per share Equity granted as compensation, not purchased in market

Shares held after grant 5,090,322 shares Total common shares directly owned following the second transaction

Key Terms

Nonemployee Director Compensation Policy, restricted stock units, 2021 Equity Incentive Plan, annual meeting of shareholders

4 terms

Nonemployee Director Compensation Policy financial

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

restricted stock units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2021 Equity Incentive Plan financial

"RSUs under the Issuer's 2021 Equity Incentive Plan ("Equity Incentive Plan")"

annual meeting of shareholders financial

"The RSUs vest on the date of the Issuer's 2027 annual meeting of shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

FAQ

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

What did TMC (TMC) director Andrew Carlyle report in this Form 4?

Director Andrew Carlyle reported receiving equity compensation in the form of restricted stock units. He was granted 36,820 common shares at no cash cost as part of TMC’s nonemployee director compensation structure under its 2021 Equity Incentive Plan.

How many TMC (TMC) shares did Andrew Carlyle acquire through this grant?

Andrew Carlyle acquired 36,820 TMC common shares via two RSU grants. These awards represent stock-based compensation for his board service, rather than open-market purchases, and increase his direct ownership stake in the company following the grant date.

Were the TMC (TMC) director share grants immediate or time-based?

The filing shows a mix of immediate and time-based vesting. One RSU award vested immediately upon issuance, while the second vests on the date of TMC’s 2027 annual meeting, contingent on Andrew Carlyle’s continued service as a director through that meeting.

Did Andrew Carlyle pay cash for the TMC (TMC) shares he received?

No cash payment was made for these shares. The Form 4 lists a transaction price of $0.00 per share, indicating the 36,820 common shares were granted as stock-based compensation under TMC’s director compensation policy and equity incentive plan.

What plan governs these TMC (TMC) restricted stock unit grants?

The RSU grants were issued under TMC’s 2021 Equity Incentive Plan. They are also made pursuant to the company’s Nonemployee Director Compensation Policy, which allows directors like Andrew Carlyle to receive equity awards in lieu of cash compensation for board service.

When will the time-based TMC (TMC) RSUs vest for Andrew Carlyle?

The time-based RSUs vest on the date of TMC’s 2027 annual meeting of shareholders. Vesting is conditioned on Andrew Carlyle continuing to serve as a director through that date, aligning his compensation with ongoing board service over this period.

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^*

Greig Andrew Carlyle

(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		20,292(1)	A	$0.00	5,090,322	D
Common Shares	05/29/2026		A		16,528(2)	A	$0.00	5,106,850	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.
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.
* Form 4: SEC 1474 (03-26)