TMC the metals Co Form 144 Notifies Sale of 1.59M Shares via Merrill Lynch

Rhea-AI Filing Summary

TMC the metals Co Inc. (TMCWW) filed a Form 144 to notify a proposed sale of 1,591,485 common shares through Merrill Lynch with an aggregate market value of $9,185,980.34. The filing states the issuer has 406,392,921 shares outstanding and lists an approximate sale date of 09/22/2025 on NASDAQ. The shares to be sold were acquired entirely through vesting of restricted stock unit awards granted under the issuer's equity compensation plan on multiple dates from 02/09/2022 to 03/20/2025, and the sum of those vested tranches equals the number of shares proposed for sale. The filing contains no information about the seller's relationship to the issuer beyond the acquisition method, and no sales in the past three months are reported.

Positive

• All proposed shares were acquired via vesting of RSUs, showing they stem from issuer equity compensation rather than market purchases
• The number of vested shares exactly equals the shares proposed for sale (1,591,485), indicating consistency in reporting

Negative

• Proposed sale of 1,591,485 shares represents a measurable increase in available shares to the market (aggregate value $9,185,980.34)
• No seller relationship or trading-plan details are provided in the filing, limiting context about motivations or timing

Insights

Securities Analyst

TL;DR: Proposed sale equals recently vested RSUs totaling 1,591,485 shares; transaction scheduled via Merrill Lynch on 09/22/2025.

The filing documents a notification under Rule 144 for the sale of 1,591,485 common shares with an aggregate market value of $9,185,980.34, to be executed on NASDAQ through Merrill Lynch. All shares listed were acquired via vesting of restricted stock unit awards between 02/09/2022 and 03/20/2025, and the total of those tranches matches the shares proposed for sale. The filing does not disclose the seller's broader relationship to the issuer or any trading plans. From an execution perspective, this is a standard Section 144 notice that enables sale under the safe harbor; it does not by itself indicate issuer financial performance.

Corporate Governance Expert

TL;DR: Notification documents internal equity compensation vesting and intended market sale; disclosure is procedural and routine.

The Form 144 enumerates specific RSU vesting dates and amounts and represents the seller's certification about absence of undisclosed material adverse information. The filing confirms the shares originated from the issuer's equity compensation plan and that there were no reported sales by the seller in the prior three months. The notice appears procedural: it records compensation-related share liquidity but offers no governance changes, related-party details, or material corporate events.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Shares	Merrill Lynch 225 Liberty St Floor 37 New York NY 10281	1591485	9185980.34	406392921	09/22/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Shares	02/09/2022	Vesting of restricted stock unit award	TMC the metals Co Inc.			84299	02/09/2022	Granted as part of issuer equity compensation plan
Common Shares	11/22/2022	Vesting of restricted stock unit award	TMC the metals Co Inc.			78125	11/22/2022	Granted as part of issuer equity compensation plan
Common Shares	03/20/2023	Vesting of restricted stock unit award	TMC the metals Co Inc.			267696	03/20/2023	Granted as part of issuer equity compensation plan
Common Shares	11/22/2023	Vesting of restricted stock unit award	TMC the metals Co Inc.			78125	11/22/2023	Granted as part of issuer equity compensation plan
Common Shares	03/20/2024	Vesting of restricted stock unit award	TMC the metals Co Inc.			411800	03/20/2024	Granted as part of issuer equity compensation plan
Common Shares	11/22/2024	Vesting of restricted stock unit award	TMC the metals Co Inc.			78125	11/22/2024	Granted as part of issuer equity compensation plan
Common Shares	03/04/2025	Vesting of restricted stock unit award	TMC the metals Co Inc.			239152	03/04/2025	Granted as part of issuer equity compensation plan
Common Shares	03/20/2025	Vesting of restricted stock unit award	TMC the metals Co Inc.			354163	03/20/2025	Granted as part of issuer equity compensation plan

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What shares is TMCWW proposing to sell under this Form 144?

The filing proposes sale of 1,591,485 common shares through Merrill Lynch with an aggregate market value of $9,185,980.34.

When is the approximate sale date listed in the Form 144 for TMCWW?

The approximate date of sale is listed as 09/22/2025.

How were the shares being sold acquired according to the filing?

All shares were acquired through vesting of restricted stock unit awards granted under the issuer's equity compensation plan on dates between 02/09/2022 and 03/20/2025.

How many shares does the issuer report outstanding?

The filing shows the issuer has 406,392,921 shares outstanding.

Were there any sales by the seller in the past three months reported?

The filing states "Nothing to Report" for securities sold during the past three months by the person for whose account the securities are to be sold.