TMC Form 4: Director Hess Receives 7.5M Performance RSUs; Indirect 3.33M Shares

Rhea-AI Filing Summary

Michael Bernard Hess, a director of TMC the metals Co Inc. (TMC), reported acquisitions of common shares via restricted stock units (RSUs) and indirect holdings. On 09/02/2025 he was granted 237,530 RSUs that vest over three years with one-third vesting on 06/04/2026, 06/04/2027 and 06/04/2028. He was also granted 7,500,000 performance-based RSUs that vest in increments upon achievement of market-based thresholds, subject to continued service. Following these transactions he directly beneficially owns 7,737,530 shares and indirectly beneficially owns 3,333,333 shares through SS3H Ventures LLC, of which he is the sole member and has voting and dispositive power.

Positive

• Significant insider ownership increase with direct beneficial ownership of 7,737,530 shares, indicating alignment with shareholders
• Mix of time-vested and performance-based RSUs links compensation to both retention and market performance
• Indirect ownership disclosed through SS3H Ventures LLC with clear voting and dispositive power declared

Negative

• Performance targets not disclosed in this Form 4, preventing assessment of how achievable the market-based RSUs are
• Potential dilution from 7,737,530 direct RSUs and 3,333,333 indirect shares, but absence of total share count means materiality is unclear

Insights

Corporate Governance Expert

TL;DR: Director received large time- and performance-based RSU awards, aligning his pay with long-term performance.

The grants combine time-vesting and market-performance RSUs, which typically aim to align executive incentives with shareholder outcomes. The time-vested tranche vests equally over three years, providing retention incentives. The 7.5 million performance RSUs require market-based thresholds, linking compensation to measurable performance, though the filing does not disclose the specific performance targets or potential dilution impact. Indirect ownership via SS3H increases his economic exposure to TMC shares. Overall, the structure is standard for aligning management incentives but lack of target details limits assessment of materiality and dilution.

Securities Analyst

TL;DR: Significant equity grants materially increase the director's stake; impact depends on undisclosed performance thresholds and company float.

The director acquired 7,737,530 shares directly post-grant and controls an additional 3,333,333 shares indirectly. These are sizable absolute amounts that can influence perceptions of insider alignment and potential dilution if fully issued. The filing shows zero purchase price for RSUs, indicating compensation grants rather than open-market purchases. Without company-wide share count or grant threshold details in this filing, estimating percentage ownership or dilution is not possible from the document alone.

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^*

Hess Michael Bernard

(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)		237,530	A	$0.00	237,530	D
Common Shares	09/02/2025		A(2)		7,500,000	A	$0.00	7,737,530	D
Common Shares								3,333,333	I	SS3H Ventures LLC(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

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, subject to continued service through the respective vesting date, over a three-year period as follows: 1/3 on June 4, 2026, 1/3 on June 4, 2027 and 1/3 on June 4, 2028.

2. Consists of RSUs. Each RSU represents the right to receive one common share upon vesting. The RSUs vest in increments upon the achievement of certain market-based performance thresholds, subject to the Reporting Person's continued service through each vesting date.

3. The Reporting Person is the sole member of SS3H Ventures LLC ("SS3H") and has voting and dispositive power over and may be deemed to beneficially own such securities held by SS3H.

	/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 transactions did Michael Bernard Hess report on Form 4 for TMC?

He reported grants of 237,530 time-vesting RSUs and 7,500,000 performance-based RSUs on 09/02/2025 that convert to common shares upon vesting.

How many TMC shares does Hess beneficially own after the reported transactions?

He directly beneficially owns 7,737,530 shares and indirectly beneficially owns 3,333,333 shares through SS3H Ventures LLC.

When do the time-vested RSUs granted to Hess vest?

The time-vested RSUs vest one-third on 06/04/2026, one-third on 06/04/2027, and one-third on 06/04/2028, subject to continued service.

Were any prices paid for the RSUs reported in the Form 4?

No cash price was reported; the RSUs are listed with a price of $0.00 indicating they were granted awards, not open-market purchases.

What is SS3H Ventures LLC's role in Hess's ownership?

Hess is the sole member of SS3H Ventures LLC and has voting and dispositive power over the 3,333,333 shares held indirectly.