Automatic RSU Tax Withholding Triggers 69K-Share Sale by TMC Director

Rhea-AI Filing Summary

TMC (NASDAQ:TMC) filed a Form 4 disclosing that director Brendan May sold a total of 69,204 common shares on 06/25–06/26 2025 at weighted-average prices of $7.803 and $7.383, respectively.

The transactions, executed under an automatic “sell-to-cover” arrangement, raised roughly $0.52 million to satisfy tax-withholding obligations tied to the vesting of restricted stock units. Following the sales, May’s direct beneficial ownership fell by ≈26% to 197,586 shares.

Positive

• None.

Negative

• Director Brendan May sold 69,204 shares (≈26% of prior holdings) for $0.52 million, reducing his stake to 197,586 shares.

Insights

Insider Transaction Analyst

TL;DR: Large non-discretionary sale trims director stake by 26%; signal modestly negative.

The magnitude—69 k shares, ≈$520 k—exceeds the 5% materiality trigger, so markets will notice. Although labeled “sell-to-cover,” the sale meaningfully reduces insider exposure, which can pressure sentiment in a capital-intensive pre-revenue miner like TMC. No indication of a Rule 10b5-1 plan was checked, adding limited transparency. Still, proceeds match tax liabilities from RSU vesting, tempering bearish interpretation. Near-term impact likely modest but tilts negative, especially given the company’s reliance on insider confidence for future raises.

Corporate Governance Specialist

TL;DR: Transaction appears routine, but optics of sizable insider sale are mixed.

The filing clarifies the sales funded statutory withholding, a common governance-aligned practice that avoids company cash outlay. Remaining stake (~198 k shares) retains alignment with shareholders. However, unchecked 10b5-1 designation leaves uncertainty on pre-arranged protection, and a 26% reduction may raise governance questions amid ongoing seabed-mining controversies. I view the market effect as largely neutral given the non-discretionary nature, yet investors should monitor future insider activity patterns.

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^*

May Brendan

(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)
06/25/2025

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	06/25/2025		S		25,000	D	$7.803(1)	241,790	D
Common Shares	06/26/2025		S		44,204(2)	D	$7.383(3)	197,586	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. The price reflects the average selling price of the common shares sold. These common shares were sold in multiple transactions at prices ranging from $7.71 to $7.86 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.

2. The sales reported were effected to cover tax withholding obligations in connection with the vesting of restricted stock units that were issued to the Reporting Person on June 25, 2025 pursuant to an automatic "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

3. The price reflects the average selling price of the common shares sold. These common shares were sold in multiple transactions at prices ranging from $7.35 to $7.44 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.

	/s/ Michelle Ancosky, Attorney-In-Fact	06/27/2025
	** 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

How many TMC shares did Director Brendan May sell in June 2025?

He sold 69,204 common shares on 06/25–06/26 2025.

What was the average sale price of TMC shares on 25 June 2025?

The weighted-average price was $7.803 per share, with individual trades ranging $7.71–$7.86.

Why did Brendan May sell TMC shares?

The transactions were an automatic “sell-to-cover” to satisfy tax-withholding obligations on vested RSUs, not a discretionary sale.

What is Brendan May’s remaining ownership in TMC after the sale?

He now directly owns 197,586 common shares.

Did the filing indicate a Rule 10b5-1 trading plan?

The Form 4 includes a checkbox but does not indicate that the sales were made under a Rule 10b5-1 plan.