Metals Royalty Co (TMCR) CFO adds 3,847 shares in private placement purchase

Rhea-AI Filing Summary

Metals Royalty Co Inc. President & CFO Donald Richard Sewell acquired 3,847 common shares at $13.00 per share in a private placement directly from the company. Following this award-related purchase, he directly owns 877,535 common shares, indicating a relatively small, routine-scale increase in his holdings.

Insights

Insider transactions analyst

Routine-size insider share acquisition via private placement.

President & CFO Donald Richard Sewell acquired 3,847 common shares of Metals Royalty Co Inc. at $13.00 per share. The footnote states these shares were purchased directly from the issuer in a private placement exempt under Rule 16b-3(d).

After the transaction, Sewell directly holds 877,535 common shares, so the new shares represent a small fraction of his total position. With no derivative positions reported and no sales activity, this looks like a modest, routine adjustment to his stake rather than a thesis-changing event.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sewell Donald Richard

Role President & CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	3,847	$13.00	$50K

Holdings After Transaction: Common Shares — 877,535 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares acquired: 3,847 shares Transaction price: $13.00 per share Post-transaction holdings: 877,535 shares +1 more

4 metrics

Shares acquired 3,847 shares Common Shares acquired in private placement

Transaction price $13.00 per share Consideration for newly acquired common shares

Post-transaction holdings 877,535 shares Total common shares directly owned after acquisition

Transaction direction Acquisition (grant/award-related purchase) Code A with acquire direction and Rule 16b-3(d) exemption

Key Terms

private placement, Section 16(b), Rule 16b-3(d)

3 terms

private placement financial

"Represents shares purchased by the Reporting Person directly from the Issuer in a private placement"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Section 16(b) regulatory

"which purchase is exempt from Section 16(b) in accordance with Rule 16b-3(d)"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

Rule 16b-3(d) regulatory

"exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Sewell Donald Richard

(Last) (First) (Middle)

1900 DOME TOWER, 333 7TH AVE SW

(Street)

CALGARY T2P 2Z1

(City) (State) (Zip)

ALBERTA, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Metals Royalty Co Inc. [ TMCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	06/01/2026		A(1)		3,847	A	$13	877,535	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. Represents shares purchased by the Reporting Person directly from the Issuer in a private placement, which purchase is exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended.

	/s/ Donald Sewell	06/03/2026
	** 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)

FAQ

What insider transaction did TMCR's President & CFO report?

Metals Royalty Co Inc. President & CFO Donald Richard Sewell reported acquiring 3,847 common shares. The shares were obtained in connection with a private placement, increasing his direct ownership position in the company’s stock modestly compared with his previously reported holdings.

At what price did TMCR's executive acquire the new shares?

Donald Richard Sewell acquired 3,847 common shares at $13.00 per share. This price is disclosed as the transaction price in the Form 4 and reflects the consideration paid in the private placement directly with Metals Royalty Co Inc. as issuer.

How many Metals Royalty Co Inc. shares does the insider hold after this Form 4?

Following the reported transaction, Donald Richard Sewell directly holds 877,535 common shares of Metals Royalty Co Inc. The 3,847 newly acquired shares are a small addition relative to this total ownership position reported in the filing.

Was the TMCR insider transaction an open-market purchase or a private placement?

The Form 4 footnote states the 3,847 shares were purchased directly from the issuer in a private placement. This distinguishes the transaction from an open-market trade executed through a stock exchange or public trading venue.

How is the TMCR executive’s share purchase treated under Section 16 rules?

The footnote explains the purchase is exempt from Section 16(b) under Rule 16b-3(d). That rule provides exemptions for certain transactions between issuers and their officers or directors, including specified grants, awards, or purchases approved under qualifying conditions.