TMC insider filing: 1,750,000 RSUs awarded to director, vest in 2029

Rhea-AI Filing Summary

Spiro Alex, a director of TMC the metals Company Inc. (TMC), acquired 1,750,000 restricted stock units (RSUs) on 09/02/2025. Each RSU represents the right to receive one common share upon vesting and the reported RSUs are held directly by the reporting person. The RSUs carry a reported price of $0.00 and will vest on June 12, 2029, subject to the reporting person's continued service through that date. The Form 4 shows this transaction was reported by one reporting person and signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Large long-term equity award (1,750,000 RSUs) aligns director incentives with company performance over multiple years
• Clear vesting schedule disclosed: RSUs vest on June 12, 2029, subject to continued service

Negative

• RSUs unvested until 2029, so they do not provide immediate voting power or liquid shares
• Materiality unclear because the filing does not disclose total outstanding shares or percentage dilution

Insights

Financial Analyst

TL;DR: Director received 1.75M RSUs that vest in 2029, indicating long-term equity compensation rather than immediate stock sale.

The grant of 1,750,000 RSUs is disclosed as a non-cash equity award with a $0.00 reported price and direct beneficial ownership following the grant. Because the RSUs vest only on June 12, 2029, the economic interest is delayed and contingent on continued service. From a shareholder perspective, this is a compensation-related issuance rather than an immediate transfer of freely tradable shares. The disclosure lacks context on total outstanding shares or dilution impact, so materiality to investors cannot be determined from this filing alone.

Corporate Governance Expert

TL;DR: Large RSU award to a director suggests retention incentives, but vesting provisions limit immediate governance influence.

The RSUs align the director’s financial interest with long-term company performance due to the multi-year vesting schedule. Because the units are unvested until 2029, they do not confer current voting power from issued shares and are subject to forfeiture if service ends before vesting. The filing is routine for equity compensation reporting and provides clear vesting terms; however, it omits information on whether awards are performance-based or time-based beyond the stated service condition.

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^*

Spiro Alex

(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)
09/02/2025

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	09/02/2025		A(1)		1,750,000	A	$0.00	1,750,000	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. Consists of restricted stock units ("RSUs"). Each RSU represents the right to receive one common share upon vesting. The RSUs vest on June 12, 2029, subject to the Reporting Person's continued service through the vesting date.

	/s/ Michelle Ancosky, Attorney-In-Fact	09/04/2025
	** 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).
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.

FAQ

What did Spiro Alex report on the Form 4 for TMC?

The Form 4 reports that Spiro Alex acquired 1,750,000 restricted stock units (RSUs), with the reported transaction dated 09/02/2025 and a reported price of $0.00.

When do the RSUs granted to Spiro Alex vest?

The RSUs vest on June 12, 2029, and vesting is contingent on the reporting person's continued service through that date.

Does the Form 4 show these RSUs are directly or indirectly owned?

The filing reports the RSUs as direct (D) beneficial ownership following the reported transaction.

Are the RSUs immediately tradable shares?

No. Each RSU represents the right to receive one common share upon vesting, so the units are not immediately tradable until they vest and convert to shares.

Was this Form 4 filed by more than one reporting person?

No. The filing indicates it was a Form filed by one reporting person.

Who signed the Form 4 filing on behalf of the reporting person?

The Form 4 shows it was signed by an attorney-in-fact, Michelle Ancosky, on behalf of the reporting person.