TMC director granted 34,791 restricted stock units

Accepted by SEC EDGAR 06/02/2026 - 05:49 PM EDT

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Form Type

Rhea-AI Filing Summary

TMC the metals Co Inc. disclosed that director Andrew Hall received equity awards in the form of restricted stock units instead of cash fees. He was granted 16,528 common-share RSUs that vested immediately and an additional 18,263 RSUs scheduled to vest on the date of the company’s 2027 annual shareholder meeting, contingent on his continued board service. Each RSU converts into one common share upon vesting.

Insider Trade Summary

Grant/Award: 34,791 shares

Grant/Award 2 txns

Insider Hall Andrew

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	18,263	$0.00	$0.00
Grant/Award	Common Shares	16,528	$0.00	$0.00

Holdings After Transaction: Common Shares — 394,058 shares (Direct)

Holdings Before and After: Common Shares, 359,267 to 394,058 shares (Direct)

Footnotes (2)

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.
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

Immediate-vest RSUs granted: 16,528 shares Deferred-vest RSUs granted: 18,263 shares RSU grant price: $0.00 per share +1 more

4 metrics

Immediate-vest RSUs granted 16,528 shares Restricted stock units that vested upon issuance on May 29, 2026

Deferred-vest RSUs granted 18,263 shares Restricted stock units vesting at 2027 annual shareholder meeting

RSU grant price $0.00 per share Equity awards granted as compensation, not purchased in market

Total RSUs awarded 34,791 shares Combined May 29, 2026 director compensation grants

Key Terms

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

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

"was granted 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 insider transaction did TMC director Andrew Hall report on this Form 4?

Andrew Hall reported receiving equity awards in TMC common shares via restricted stock units. These RSUs were granted as part of his director compensation, replacing cash fees and providing share-based incentives tied to his continued board service.

How many TMC shares were granted to Andrew Hall in this Form 4 filing?

Andrew Hall was granted 16,528 restricted stock units that vested immediately and 18,263 additional restricted stock units. Each unit represents one TMC common share deliverable upon vesting, aligning his compensation more closely with long-term shareholder value.

Why did Andrew Hall receive TMC restricted stock units instead of cash?

Under TMC’s Nonemployee Director Compensation Policy, Andrew Hall chose or was provided equity compensation instead of cash. He received restricted stock units granted under the 2021 Equity Incentive Plan, linking a portion of his board compensation directly to TMC’s share performance.

When do Andrew Hall’s new TMC restricted stock units vest?

One block of Andrew Hall’s restricted stock units vested immediately upon issuance. A second block will vest on the date of TMC’s 2027 annual meeting of shareholders, provided he continues serving as a director through that meeting date.

Does this TMC Form 4 show a stock purchase or sale by Andrew Hall?

The Form 4 shows grant or award acquisitions, not open-market buys or sales. Andrew Hall acquired TMC restricted stock units as compensation, with a transaction code indicating grants rather than discretionary trading in the company’s shares.

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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^*

Hall Andrew

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/29/2026		A		18,263⁽¹⁾	A	$0.00	377,530	D
Common Shares	05/29/2026		A		16,528⁽²⁾	A	$0.00	394,058	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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)

Source: View Original Filing on SEC EDGAR