STOCK TITAN

Metals Royalty Co Inc. (TMCR) awards 2,000,000 shares and 1,000,000 options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Hess Michael Bernard reported acquisition or exercise transactions in this Form 4 filing.

Metals Royalty Co Inc. director Michael Bernard Hess received equity awards on July 13, 2026: a grant of 2,000,000 Common Shares, including 1,000,000 performance share units with stock-price based vesting conditions, and 1,000,000 stock options at $5.79 per share expiring July 12, 2036. The options vest in four equal annual installments starting July 13, 2026, subject to continued service. Following these grants he holds 3,500,000 Common Shares directly and an indirect interest in 1,000,000 shares held by SS3H Ventures LLC, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Hess Michael Bernard
Role Director
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) 1,000,000 $0.00 --
Grant/Award Common Shares 2,000,000 $0.00 --
holding Common Shares -- -- --
Holdings After Transaction: Stock Option (right to buy) — 1,000,000 shares (Direct); Common Shares — 3,500,000 shares (Direct); Common Shares — 1,000,000 shares (Indirect, By SS3H Ventures LLC)
Footnotes (1)
  1. Includes 1,000,000 performance share units subject to certain stock-price based vesting conditions with vesting comprised of three substantially equal tranches, subject to the Reporting Person's continued service with the Issuer on each such vesting date. Represents shares held by SS3H Ventures LLC ("SS3H"). The Reporting Person is the sole member of SS3H and may be deemed to share voting, investment and dispositive power with respect to the securities held by SS3H. The Reporting Person disclaims beneficial ownership over such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. The shares subject to this option shall vest and become exercisable in four equal annual installments commencing from July 13, 2026, subject to the Reporting Person's continued service with the Issuer on each such vesting date.
Common share grant 2,000,000 Common Shares Equity award to director Michael Bernard Hess on July 13, 2026
Performance share units 1,000,000 units Included in common share grant; subject to stock-price based vesting in three tranches
Option grant size 1,000,000 underlying Common Shares Stock Option (right to buy) granted July 13, 2026
Option exercise price $5.7900 per share Exercise price for stock option award expiring July 12, 2036
Option expiration date 2036-07-12 Expiration of Stock Option (right to buy) granted to Michael Bernard Hess
Direct common share holdings 3,500,000 Common Shares Direct holdings following the July 13, 2026 equity grant
Indirect holdings via SS3H Ventures LLC 1,000,000 Common Shares Shares held by SS3H Ventures LLC associated with the reporting person
performance share units financial
"Includes 1,000,000 performance share units subject to certain stock-price based vesting"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
stock-price based vesting conditions financial
"performance share units subject to certain stock-price based vesting conditions"
Stock Option (right to buy) financial
"security_title: Stock Option (right to buy) granted on July 13, 2026"
pecuniary interest financial
"except to the extent of his pecuniary interest therein, if any"
Section 16 of the Securities Exchange Act of 1934 regulatory
"beneficial ownership over such shares for purposes of Section 16 of the Securities Exchange Act of 1934"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What equity awards did TMCR director Michael Bernard Hess receive on July 13, 2026?

On July 13, 2026, Michael Bernard Hess received an award of 2,000,000 Common Shares, including 1,000,000 performance share units, and 1,000,000 stock options with an exercise price of $5.79 per share as part of his director compensation.

What are the vesting terms for the Metals Royalty (TMCR) performance share units granted to Michael Hess?

The grant includes 1,000,000 performance share units subject to stock-price based vesting conditions. Vesting occurs in three substantially equal tranches, and each tranche requires Mr. Hess’s continued service with Metals Royalty Co Inc. on the applicable vesting date.

What are the key terms of Michael Hess’s TMCR stock options?

Michael Hess received 1,000,000 stock options with an exercise price of $5.79 per share, expiring on July 12, 2036. These options vest in four equal annual installments beginning July 13, 2026, contingent on his continued service with the company.

How many Metals Royalty (TMCR) common shares does Michael Hess hold after these awards?

After the July 13, 2026 awards, Michael Hess holds 3,500,000 Common Shares directly. In addition, 1,000,000 shares are held by SS3H Ventures LLC, in which he is the sole member, though he disclaims beneficial ownership except for any pecuniary interest.
SEC Form 4
FORM 4UNITED 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)
1900 DOME TOWER, 333 7TH AVE SW

(Street)
CALGARYT2P 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/13/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Shares07/13/2026A2,000,000(1)A$03,500,000D
Common Shares1,000,000IBy SS3H Ventures LLC(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)$5.7907/13/2026A1,000,000 (3)07/12/2036Common Shares1,000,000$01,000,000D
Explanation of Responses:
1. Includes 1,000,000 performance share units subject to certain stock-price based vesting conditions with vesting comprised of three substantially equal tranches, subject to the Reporting Person's continued service with the Issuer on each such vesting date.
2. Represents shares held by SS3H Ventures LLC ("SS3H"). The Reporting Person is the sole member of SS3H and may be deemed to share voting, investment and dispositive power with respect to the securities held by SS3H. The Reporting Person disclaims beneficial ownership over such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
3. The shares subject to this option shall vest and become exercisable in four equal annual installments commencing from July 13, 2026, subject to the Reporting Person's continued service with the Issuer on each such vesting date.
/s/ Donald Sewell, attorney-in-fact07/15/2026
** Signature of Reporting PersonDate
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)