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

Rhea-AI Filing Summary

Reporting person Anthony O'Sullivan executed option exercises and multiple open-market sales of TMC common shares during 2025, and holds special share rights that convert on price triggers. On 08/26/2025 he exercised stock options to buy 250,000 common shares at $0.65 and, under the option terms, was issued multiple classes of Special Shares that convert one-for-one to common shares if price thresholds are met. Earlier in 2025 he sold common shares: 100,000 on 05/27/2025 at $4.78, 50,000 on 06/09/2025 at $4.20, and 185,110 on 06/20/2025 at an average $7.094; he also sold 250,000 on 08/26/2025 at $5.25. JOZEM Pty Ltd., as trustee of The O'Sullivan Family Trust No. 1, is the indirect vehicle referenced in the filing.

Positive

• Exercised stock options to purchase 250,000 common shares at $0.65 on 08/26/2025.
• Issued Special Shares across multiple classes on exercise that convert one-for-one to common shares upon meeting defined price thresholds.

Negative

• Multiple open-market sales in 2025 (100,000 at $4.78; 50,000 at $4.20; 185,110 at avg $7.094; 250,000 at $5.25) substantially reduced beneficial holdings.
• Indirect beneficial ownership reported as 0 following the 06/20/2025 sale per the Form 4, indicating material divestment by the trust vehicle.

Insights

Securities Analyst

TL;DR: Insider exercised options and sold material quantities of stock across several dates in 2025; special shares were issued on exercise.

The filing documents a 250,000-share option exercise at $0.65 on 08/26/2025 and concurrent issuance of multiple classes of Special Shares that convert to common shares upon meeting defined price thresholds. The reporting person reported several open-market sales in 2025 (100,000 shares at $4.78 on 05/27/2025; 50,000 at $4.20 on 06/09/2025; 185,110 at an average $7.094 on 06/20/2025; and 250,000 at $5.25 on 08/26/2025). JOZEM Pty Ltd. is identified as the trustee for the indirect holdings. For investors, these are routine Form 4 disclosures showing option exercises, sales, and issuance of contingent-convertible special shares.

Corporate Governance Expert

TL;DR: Significant insider selling reduced beneficial indirect holdings materially; special-share conversion terms create potential future dilution contingent on stock price.

The report updates prior filings and shows cumulative disposals that, per the form, reduce indirect beneficial ownership (via the trust) to zero following the 06/20/2025 sale. The Special Shares issued on exercise carry conversion price thresholds from $15 to $200, meaning any future conversion to common shares is contingent on sustained price performance. This structure can lead to contingent dilution if thresholds are met, and the contemporaneous exercise plus sale activity is material to ownership levels disclosed for governance review.

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

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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^*

O'Sullivan Anthony

(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 Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2025

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
Common Shares	08/26/2025		M(1)		250,000	A	$0.65	1,375,667	D
Common Shares	08/26/2025		S		250,000	D	$5.25	1,125,667	D
Common Shares	05/27/2025		S		100,000	D	$4.78	235,110(2)	I	JOZEM Pty Ltd., Trustee of the O'Sullivan Family Trust No. 1(3)
Common Shares	06/09/2025		S		50,000	D	$4.2	185,110	I	JOZEM Pty Ltd., Trustee of the O'Sullivan Family Trust No. 1(3)
Common Shares	06/20/2025		S		185,110	D	$7.094(4)	0	I	JOZEM Pty Ltd., Trustee of the O'Sullivan Family Trust No. 1(3)

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)	$0.65	08/26/2025		M(1)			250,000	(5)	06/01/2028	Common Shares(6)	1,011,259	(7)	761,259	D
Class A Special Shares	(8)	08/26/2025		M(1)		5,454		(8)	(8)	Common Shares	5,454	(1)	5,454	D
Class B Special Shares	(8)	08/26/2025		M(1)		10,909		(8)	(8)	Common Shares	10,909	(1)	10,909	D
Class C Special Shares	(8)	08/26/2025		M(1)		10,909		(8)	(8)	Common Shares	10,909	(1)	10,909	D
Class D Special Shares	(8)	08/26/2025		M(1)		21,818		(8)	(8)	Common Shares	21,818	(1)	21,818	D
Class E Special Shares	(8)	08/26/2025		M(1)		21,818		(8)	(8)	Common Shares	21,818	(1)	21,818	D
Class F Special Shares	(8)	08/26/2025		M(1)		21,818		(8)	(8)	Common Shares	21,818	(1)	21,818	D
Class G Special Shares	(8)	08/26/2025		M(1)		27,272		(8)	(8)	Common Shares	27,272	(1)	27,272	D
Class H Special Shares	(8)	08/26/2025		M(1)		27,272		(8)	(8)	Common Shares	27,272	(1)	27,272	D

Explanation of Responses:

1. Represents the exercise of stock options to purchase 250,000 common shares for cash at an exercise price of $0.65 per common share. In accordance with the terms of the stock options, the Reporting Person was also issued 5,454 Class A Special Shares, 10,909 Class B Special Shares, 10,909 Class C Special Shares, 21,818 Class C Special Shares, 21,818 Class E Special Shares, 21,818 Class F Special Shares, 27,272 Class G Special Shares and 27,272 Class H Special Shares for no additional consideration.

2. This number updates information included in the Form 4 filed for the Reporting Person on November 29, 2023 to reflect the sale of an additional 50,000 common shares on November 17, 2023 and the amount of securities beneficially owned following the reported transaction as 335,110 (as opposed to 385,110).

3. The Reporting Person is the sole director of JOZEM Pty Ltd., which is the trustee of The O'Sullivan Family Trust No. 1.

4. The price reflects the average selling price of the common shares sold. These common shares were sold in multiple transactions at prices ranging from $6.85 to $7.25 per common share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of common shares sold at each price.

5. These stock options vest in increments upon the occurrence of certain milestones, subject to continued service through each milestone, as previously disclosed in the Form 4 submitted by the Reporting Person on September 13, 2021.

6. Also includes the right to purchase 16,609 Class A Special Shares, 33,219 Class B Special Shares, 33,219 Class C Special Shares, 66,438 Class D Special Shares, 66,438 Class E Special Shares, 66,438 Class F Special Shares, 83,048 Class G Special Shares and 83,048 Class H Special Shares.

7. Received in connection with the Business Combination in exchange for a stock option to acquire 873,385 shares of DeepGreen common stock for $0.75 per share.

8. 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).

	/s/ Michelle Ancosky, Attorney-In-Fact	08/28/2025
	** 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).
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FAQ

What transactions did Anthony O'Sullivan report on TMC's Form 4?

He reported an option exercise of 250,000 common shares at $0.65 on 08/26/2025 and multiple open-market sales totaling 585,110 shares across 05/27/2025, 06/09/2025, 06/20/2025 and 08/26/2025 at the prices shown in the filing.

How many special-share classes were issued and what do they do?

Multiple classes (A–H) of Special Shares were issued on the exercise and each converts one-for-one into common shares if its price threshold is met on twenty trading days within any thirty trading day period; thresholds range from $15 to $200.

What ownership does JOZEM Pty Ltd./The O'Sullivan Family Trust No. 1 hold after the reported transactions?

The Form 4 reports indirect ownership as 0 following the 06/20/2025 sale, reflecting the disposals described in the filing.

Were any option vesting terms disclosed?

Yes. The filing states the 250,000 options vest in increments upon milestones and continued service, as previously disclosed in the Form 4 filed on 09/13/2021.

What price ranges were reported for the 06/20/2025 sales?

Sales on multiple dates contributing to the 06/20/2025 disclosure were executed at prices ranging from $6.85 to $7.25; the filing gives an average selling price of $7.094 for that set of sales.