Andrei Karkar - 06 Feb 2026 Form 4 Insider Report for TMC the metals Co Inc. (TMC)

Role
Director, 10%+ Owner
Signature
/s/ Michelle Ancosky, Attorney-In-Fact
Issuer symbol
TMC
Transactions as of
06 Feb 2026
Net transactions value
+$20,541
Form type
4
Filing time
10 Feb 2026, 19:42:59 UTC
Previous filing
05 Feb 2026
SEC
View on sec.gov

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
Karkar Andrei Director, 10%+ Owner C/O TMC THE METALS COMPANY INC.,, 1111 WEST HASTINGS STREET, 15TH FLOOR, VANCOUVER, BRITISH COLUMBIA, CANADA /s/ Michelle Ancosky, Attorney-In-Fact 10 Feb 2026 0001874431
ERAS Capital LLC 10%+ Owner C/O TMC THE METALS COMPANY INC.,, 1111 WEST HASTINGS STREET, 15TH FLOOR, VANCOUVER, BRITISH COLUMBIA, CANADA /s/ Michelle Ancosky, Attorney-In-Fact 10 Feb 2026 0001881973

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TMC Common Shares Options Exercise $20,541 +31,602 +8% $0.6500 425,611 06 Feb 2026 Direct F1
holding TMC Common Shares 60,953,495 06 Feb 2026 ERAS Capital LLC F2

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 -31,602 -25% 94,805 06 Feb 2026 Common Shares 31,602 $0.6500 Direct F1, F3, F4, F5, F9
transaction TMC Class A Special Shares Options Exercise +689 +50% 2,078 06 Feb 2026 Common Shares 689 Direct F6, F7, F8
transaction TMC Class B Special Shares Options Exercise +1,379 +50% 4,157 06 Feb 2026 Common Shares 1,379 Direct F6, F7, F8
transaction TMC Class C Special Shares Options Exercise +1,379 +50% 4,157 06 Feb 2026 Common Shares 1,379 Direct F6, F7, F8
transaction TMC Class D Special Shares Options Exercise +2,758 +50% 8,315 06 Feb 2026 Common Shares 2,758 Direct F6, F7, F8
transaction TMC Class E Special Shares Options Exercise +2,758 +50% 8,315 06 Feb 2026 Common Shares 2,758 Direct F6, F7, F8
transaction TMC Class F Special Shares Options Exercise +2,758 +50% 8,315 06 Feb 2026 Common Shares 2,758 Direct F6, F7, F8
transaction TMC Class G Special Shares Options Exercise +3,447 +50% 10,394 06 Feb 2026 Common Shares 3,447 Direct F6, F7, F8
transaction TMC Class H Special Shares Options Exercise +3,447 +50% 10,394 06 Feb 2026 Common Shares 3,447 Direct F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the exercise of stock options to purchase 31,602 common shares for cash at an exercise price of $0.65 per common share. The deadline to exercise these stock options with respect to the vested common shares underlying them is March 5, 2026. In accordance with the terms of the stock options, the Reporting Person was also issued 689 Class A Special Shares, 1,379 Class B Special Shares, 1,379 Class C Special Shares, 2,758 Class D Special Shares, 2,758 Class E Special Shares, 2,758 Class F Special Shares, 3,447 Class G Special Shares and 3,447 Class H Special Shares for no additional consideration.
F2 The securities are held directly by ERAS Capital LLC ("ERAS"). Andrei Karkar is the managing member of ERAS and shares voting and dispositive power over and may be deemed to beneficially own such securities held by ERAS. Andrei Karkar disclaims beneficial ownership over any securities owned by ERAS other than to the extent of any pecuniary interest he may have therein.
F3 These stock options vest in increments upon the occurrence of certain milestones, subject to continued service through each milestone. These stock options are exercisable at any time until March 5 of the year following vesting of such stock option (any such date, the "Exercise Date"). These stock options expire on the day after the Exercise Date.
F4 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 1 above.
F5 Received by the Reporting Person as described in the Form 4 submitted by the Reporting Person on September 13, 2021.
F6 Each of the 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).
F7 Represents the amount of the specified class of Special Shares acquired upon the exercise of stock options referenced in Footnote 1 above.
F8 Does not include the Special Shares held by ERAS Capital LLC that were previously reported in the Form 4 submitted by the Reporting Person on September 13, 2021.
F9 Also includes the right to purchase 2,069 Class A Special Shares, 4,137 Class B Special Shares, 4,137 Class C Special Shares, 8,274 Class D Special Shares, 8,274 Class E Special Shares, 8,274 Class F Special Shares, 10,343 Class G Special Shares and 10,343 Class H Special Shares.