Greig Andrew Carlyle 4

Accession 0001104659-26-002541

CIK 0001798562other

View on SEC.gov Company Profile

Filed

Jan 8, 7:00 PM ET

Accepted

Jan 9, 5:23 PM ET

Size

36.2 KB

Accession

0001104659-26-002541

Insider Transaction Report

Form 4

Period: 2026-01-08

TMC the metals Co Inc.TMC

Greig Andrew Carlyle

Director

Transactions

Exercise/Conversion
Common Shares
2026-01-08$0.52/sh+11,578$6,021→ 4,459,497 total
Exercise/Conversion
Common Shares
2026-01-08$2.60/sh+578,931$1,505,221→ 5,038,428 total
Exercise/Conversion
Common Shares
2026-01-08$0.65/sh+31,602$20,541→ 5,070,030 total
Exercise/Conversion
Stock Option (right to buy)
2026-01-08−11,578→ 0 total
Exercise: $0.52Exp: 2026-01-27→ Common Shares (11,578 underlying)
Exercise/Conversion
Stock Option (right to buy)
2026-01-08−578,931→ 0 total
Exercise: $2.60Exp: 2026-01-27→ Common Shares (578,931 underlying)
Exercise/Conversion
Stock Option (right to buy)
2026-01-08−31,602→ 94,805 total
Exercise: $0.65Exp: 2028-06-01→ Common Shares (31,602 underlying)
Exercise/Conversion
Class A Special Shares
2026-01-08+13,572→ 102,937 total
→ Common Shares (13,572 underlying)
Exercise/Conversion
Class B Special Shares
2026-01-08+27,146→ 205,875 total
→ Common Shares (27,146 underlying)
Exercise/Conversion
Class C Special Shares
2026-01-08+27,146→ 205,875 total
→ Common Shares (27,146 underlying)
Exercise/Conversion
Class D Special Shares
2026-01-08+54,293→ 411,752 total
→ Common Shares (54,293 underlying)
Exercise/Conversion
Class E Special Shares
2026-01-08+54,293→ 411,752 total
→ Common Shares (54,293 underlying)
Exercise/Conversion
Class F Special Shares
2026-01-08+54,293→ 411,752 total
→ Common Shares (54,293 underlying)
Exercise/Conversion
Class G Special Shares
2026-01-08+67,867→ 514,691 total
→ Common Shares (67,867 underlying)
Exercise/Conversion
Class H Special Shares
2026-01-08+67,867→ 514,691 total
→ Common Shares (67,867 underlying)

Footnotes (13)

[F1]Represents the exercise of stock options to purchase 11,578 common shares for cash at an exercise price of $0.52 per common share. In accordance with the terms of the stock options, the Reporting Person was also issued 252 Class A Special Shares, 505 Class B Special Shares, 505 Class C Special Shares, 1,010 Class D Special Shares, 1,010 Class E Special Shares, 1,010 Class F Special Shares, 1,263 Class G Special Shares and 1,263 Class H Special Shares for no additional consideration.
[F10]Also included the right to purchase the Special Shares set forth in Footnote 3 above.
[F11]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 (collectively, 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).
[F12]Represents the aggregate amount of the specified class of Special Shares acquired upon the exercise of stock options referenced in Footnotes 1, 2 and 3 above.
[F13]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.
[F2]Represents the exercise of stock options to purchase 578,931 common shares for cash at an exercise price of $2.60 per common share. In accordance with the terms of the stock options, the Reporting Person was also issued 12,631 Class A Special Shares, 25,262 Class B Special Shares, 25,262 Class C Special Shares, 50,525 Class D Special Shares, 50,525 Class E Special Shares, 50,525 Class F Special Shares, 63,157 Class G Special Shares and 63,157 Class H Special Shares for no additional consideration.
[F3]Represents the exercise of stock options to purchase 31,602 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 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.
[F4]Was fully vested as of February 17, 2021.
[F5]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.
[F6]Received by the Reporting Person as described in the Form 3 submitted by the Reporting Person on October 12, 2022.
[F7]Was fully vested as of July 1, 2020.
[F8]Also included the right to purchase the Special Shares set forth in Footnote 2 above.
[F9]These stock options vest in increments upon the occurrence of certain milestones, subject to continued service through each milestone.

Documents

1 file

4
tm262686-1_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

TMC the metals Co Inc.

CIK 0001798562

→

Entity typeother

Related Parties

filerCIK 0001652486

Filing Metadata

Form type: 4
Filed: Jan 8, 7:00 PM ET
Accepted: Jan 9, 5:23 PM ET
Size: 36.2 KB

View on SEC.gov