Erika Ilves - 22 Sep 2025 Form 4 Insider Report for TMC the metals Co Inc. (TMC)

Role
Chief Strategy Officer
Signature
/s/ Michelle Ancosky. Attorney-In-Fact
Issuer symbol
TMC
Transactions as of
22 Sep 2025
Net transactions value
-$8,133,189
Form type
4
Filing time
24 Sep 2025, 21:05:25 UTC
Previous filing
24 Mar 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
ILVES Erika Chief Strategy Officer C/O TMC THE METALS COMPANY INC.,, 1111 WEST HASTINGS STREET, 15TH FLOOR, VANCOUVER, BRITISH COLUMBIA, CANADA /s/ Michelle Ancosky. Attorney-In-Fact 24 Sep 2025 0001878778

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TMC Common Shares Sale $9,182,868 -1,591,485 -58% $5.77 1,145,792 22 Sep 2025 Direct F1
transaction TMC Common Shares Award $0 +2,000,000 +175% $0.000000 3,145,792 23 Sep 2025 Direct F2
transaction TMC Common Shares Options Exercise $714,979 +1,099,968 +35% $0.6500 4,245,760 24 Sep 2025 Direct F3
transaction TMC Common Shares Options Exercise $170,371 +262,109 +6.2% $0.6500 4,507,869 24 Sep 2025 Direct F4
transaction TMC Common Shares Options Exercise $164,330 +252,815 +5.6% $0.6500 4,760,684 24 Sep 2025 Direct F5
holding TMC Common Shares 30,682 22 Sep 2025 By children

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TMC Stock Option (right to buy) Options Exercise -1,099,968 -100% 0 24 Sep 2025 Common Shares 1,099,968 $0.6500 Direct F3, F6, F7, F8
transaction TMC Stock Option (right to buy) Options Exercise -262,109 -100% 0 24 Sep 2025 Common Shares 262,109 $0.6500 Direct F4, F8, F9, F10
transaction TMC Stock Option (right to buy) Options Exercise -252,815 -25% 758,444 24 Sep 2025 Common Shares 252,815 $0.6500 Direct F5, F8, F11, F12, F13
transaction TMC Class A Special Shares Options Exercise +35,233 +744% 39,970 24 Sep 2025 Common Shares 35,233 Direct F14, F15
transaction TMC Class B Special Shares Options Exercise +70,468 +744% 79,941 24 Sep 2025 Common Shares 70,468 Direct F14, F15
transaction TMC Class C Special Shares Options Exercise +70,468 +744% 79,941 24 Sep 2025 Common Shares 70,468 Direct F14, F15
transaction TMC Class D Special Shares Options Exercise +140,937 +744% 159,884 24 Sep 2025 Common Shares 140,937 Direct F14, F15
transaction TMC Class E Special Shares Options Exercise +140,937 +744% 159,884 24 Sep 2025 Common Shares 140,937 Direct F14, F15
transaction TMC Class F Special Shares Options Exercise +140,937 +744% 159,884 24 Sep 2025 Common Shares 140,937 Direct F14, F15
transaction TMC Class G Special Shares Options Exercise +176,172 +744% 199,855 24 Sep 2025 Common Shares 176,172 Direct F14, F15
transaction TMC Class H Special Shares Options Exercise +176,172 +744% 199,855 24 Sep 2025 Common Shares 176,172 Direct F14, F15
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reflects the average selling price of the common shares sold. These common shares were sold in multiple transactions at prices ranging from $5.68 to $5.91 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.
F2 Consists of restricted stock units ("RSUs"). Each RSU represents the right to receive one common share ("Share") upon vesting. The RSUs were granted pursuant to the Issuer's long-term retention plan and vest, subject to the Reporting Person's continued employment through September 1, 2029 (the "Retention Date"), as follows: (i) 50% upon the trailing 30-day average closing price of the Shares (the "Average Share Price") reaching $10.00 on or before April 16, 2029, and (ii) 50% upon the Average Share Price reaching $12.50 on or before April 16, 2029. Shares received upon settlement of the RSUs may not be sold or otherwise transferred prior to the Retention Date.
F3 Represents the exercise of stock options to purchase 1,099,968 common shares for cash at an exercise price of $0.65 per common share. In accordance with the terms of the stock options, the Reporting Person was also issued 23,999 Class A Special Shares, 47,999 Class B Special Shares, 47,999 Class C Special Shares, 95,998 Class D Special Shares, 95,998 Class E Special Shares, 95,998 Class F Special Shares, 119,998 Class G Special Shares and 119,998 Class H Special Shares for no additional consideration.
F4 Represents the exercise of stock options to purchase 262,109 common shares for cash at an exercise price of $0.65 per common share. In accordance with the terms of the stock options, the Reporting Person was also issued 5,718 Class A Special Shares, 11,437 Class B Special Shares, 11,437 Class C Special Shares, 22,875 Class D Special Shares, 22,875 Class E Special Shares, 22,875 Class F Special Shares, 28,594 Class G Special Shares and 28,594 Class H Special Shares for no additional consideration.
F5 Represents the exercise of stock options to purchase 252,815 common shares for cash at an exercise price of $0.65 per common share. In accordance with the terms of the stock options, the Reporting Person was also issued 5,516 Class A Special Shares, 11,032 Class B Special Shares, 11,032 Class C Special Shares, 22,064 Class D Special Shares, 22,064 Class E Special Shares, 22,064 Class F Special Shares, 27,580 Class G Special Shares and 27,580 Class H Special Shares for no additional consideration.
F6 Was fully vested as of September 1, 2020.
F7 Also included the right to purchase the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares (collectively, the "Special Shares") set forth in Footnote 3 above.
F8 Received by the Reporting Person in connection with the September 9, 2021 business combination transaction as described in the Form 4 submitted by the Reporting Person on September 13, 2021.
F9 Was fully vested as of March 6, 2021.
F10 Also included the right to purchase the Special Shares set forth in Footnote 4 above.
F11 These stock options vest in increments upon the occurrence of certain milestones, subject to continued service through each milestone, as previously disclosed in the Form 4 submitted by the Reporting Person on September 13, 2021.
F12 Also included the right to purchase the Special Shares set forth in Footnote 5 above.
F13 Also includes the right to purchase 16,548 Class A Special Shares, 33,096 Class B Special Shares, 33,096 Class C Special Shares, 66,192 Class D Special Shares, 66,192 Class E Special Shares, 66,192 Class F Special Shares, 82,741 Class G Special Shares and 82,741 Class H Special Shares.
F14 Each of the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares automatically convert into common shares on a one for one basis, if on any twenty trading days within any thirty trading day period, the common shares trade for a price that is greater than or equal to the price threshold for such class of Special Shares (the "Price Threshold") described below, or in the event of certain changes of control. The Price Thresholds for the Special Shares are as follows: Class A Special Shares ($15.00), Class B Special Shares ($25.00), Class C Special Shares ($35.00), Class D Special Shares ($50.00), Class E Special Shares ($75.00), Class F Special Shares ($100.00), Class G Special Shares ($150.00), and Class H Special Shares ($200.00).
F15 Represents the aggregate amount of the specified class of Special Shares acquired upon the exercise of stock options referenced in Footnotes 3, 4 and 5 above.