Andrei Karkar of TMC (TMC) exercises options and receives Special Shares

Rhea-AI Filing Summary

TMC the metals company Inc. director and 10% owner Andrei Karkar reported exercising stock options on February 3, 2026 to purchase 63,682 common shares at an exercise price of $0.52 per share, increasing his directly held common shares to 394,009.

Under the option terms, he also received multiple classes of “Special Shares” (A through H) for no additional consideration, which each automatically convert into common shares on a one-for-one basis if trading-price thresholds from $15.00 up to $200.00 are met or upon certain changes of control. Separately, 60,953,495 common shares are reported as indirectly owned through ERAS Capital LLC, where he shares voting and dispositive power and may be deemed a beneficial owner to the extent of any pecuniary interest.

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

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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).

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^*

Karkar Andrei

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

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	02/03/2026		M(1)		63,682	A	$0.52	394,009	D
Common Shares								60,953,495	I	ERAS Capital LLC(2)

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	02/03/2026		M(1)			63,682	(3)	02/17/2026	Common Shares(4)	63,682(4)	(5)	0	D
Class A Special Shares	(6)	02/03/2026		M(7)		1,389		(6)	(6)	Common Shares	1,389	(6)	1,389(8)	D
Class B Special Shares	(6)	02/03/2026		M(7)		2,778		(6)	(6)	Common Shares	2,778	(6)	2,778(8)	D
Class C Special Shares	(6)	02/03/2026		M(7)		2,778		(6)	(6)	Common Shares	2,778	(6)	2,778(8)	D
Class D Special Shares	(6)	02/03/2026		M(7)		5,557		(6)	(6)	Common Shares	5,557	(6)	5,557(8)	D
Class E Special Shares	(6)	02/03/2026		M(7)		5,557		(6)	(6)	Common Shares	5,557	(6)	5,557(8)	D
Class F Special Shares	(6)	02/03/2026		M(7)		5,557		(6)	(6)	Common Shares	5,557	(6)	5,557(8)	D
Class G Special Shares	(6)	02/03/2026		M(7)		6,947		(6)	(6)	Common Shares	6,947	(6)	6,947(8)	D
Class H Special Shares	(6)	02/03/2026		M(7)		6,947		(6)	(6)	Common Shares	6,947	(6)	6,947(8)	D

1. Name and Address of Reporting Person^*

Karkar Andrei

(Last) (First) (Middle)

C/O TMC THE METALS COMPANY INC.,

1111 WEST HASTINGS STREET, 15TH FLOOR

(Street)

VANCOUVER A1 V6E 2J3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ERAS Capital LLC

(Last) (First) (Middle)

C/O TMC THE METALS COMPANY INC.,

1111 WEST HASTINGS STREET, 15TH FLOOR

(Street)

VANCOUVER A1 V6E 2J3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents the exercise of stock options to purchase 63,682 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 1,389 Class A Special Shares, 2,778 Class B Special Shares, 2,778 Class C Special Shares, 5,557 Class D Special Shares, 5,557 Class E Special Shares, 5,557 Class F Special Shares, 6,947 Class G Special Shares and 6,947 Class H Special Shares for no additional consideration.

2. The securities are held directly by ERAS Capital LLC ("ERAS"). Andrei Karkar is the managing member of ERAS and shares voting and dispositive power over and may be deemed to beneficially own such securities held by ERAS. Andrei Karkar disclaims beneficial ownership over any securities owned by ERAS other than to the extent of any pecuniary interest he may have therein.

3. Was fully vested as of February 17, 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. Each of 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") 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).

7. Represents the amount of the specified class of Special Shares acquired upon the exercise of stock options referenced in Footnote 1 above.

8. Does not include the Special Shares held by ERAS Capital LLC that were previously reported in the Form 4 submitted by the Reporting Person on September 13, 2021.

	/s/ Michelle Ancosky, Attorney-In-Fact	02/05/2026
	** 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).
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FAQ

What insider transaction did Andrei Karkar report for TMC on February 3, 2026?

Andrei Karkar reported exercising stock options to buy 63,682 TMC common shares at an exercise price of $0.52 per share. After the transaction, he directly held 394,009 common shares, according to the Form 4 filing data provided.

What are the Special Shares Karkar received in the TMC Form 4 filing?

Karkar received Class A through H Special Shares for no additional consideration when exercising his options. Each Special Share class converts one-for-one into common shares if TMC’s common shares trade above specified price thresholds or upon certain changes of control, as described in the filing.

What price thresholds apply to TMC’s Special Shares reported by Karkar?

The Special Shares convert into common shares if price thresholds are met: Class A $15.00, Class B $25.00, Class C $35.00, Class D $50.00, Class E $75.00, Class F $100.00, Class G $150.00, and Class H $200.00, based on specified 20-of-30 trading day conditions.

How many TMC common shares does Andrei Karkar hold directly after this transaction?

Following the reported option exercise, Karkar beneficially owned 394,009 TMC common shares directly. This figure reflects his direct holdings after acquiring 63,682 common shares at an exercise price of $0.52 per share on February 3, 2026.

What TMC holdings are reported through ERAS Capital LLC in this Form 4?

The filing reports 60,953,495 TMC common shares held indirectly through ERAS Capital LLC. Karkar is the managing member, shares voting and dispositive power, and may be deemed a beneficial owner to the extent of any pecuniary interest he has in those securities.

How is Andrei Karkar related to TMC under this Form 4 filing?

The filing identifies Andrei Karkar as both a director and a 10% owner of TMC the metals company Inc. This dual status is disclosed in the relationship section, reflecting his board role and significant beneficial ownership position in the company’s equity.