Karkar Andrei 4
4 · TMC the metals Co Inc. · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
TMC 10% Owner Andrei Karkar Exercises Stock Options
What Happened
Andrei Karkar, a 10% owner of TMC the metals Co. Inc. (TMC) and managing member of ERAS Capital LLC, exercised stock options on Feb 3, 2026 to acquire 63,682 common shares at $0.52 per share (total cash paid ≈ $33,115). In connection with that exercise he was also issued a package of Special Shares (Class A–H) for no additional consideration.
Key Details
- Transaction date: February 3, 2026. Transaction code: M (exercise/conversion of derivative). Form filed: Feb 5, 2026 (timely).
- Shares purchased: 63,682 common shares at $0.52 each; cash paid ≈ $33,115.
- Additional securities received: 1,389 Class A, 2,778 Class B, 2,778 Class C, 5,557 Class D, 5,557 Class E, 5,557 Class F, 6,947 Class G, and 6,947 Class H Special Shares (issued for no additional cash).
- Special Shares convert 1:1 into common shares only if the common share trades at or above class-specific price thresholds for 20 trading days within any 30-trading-day window (thresholds: A $15; B $25; C $35; D $50; E $75; F $100; G $150; H $200) or upon certain change-of-control events.
- Securities held via ERAS Capital LLC; Karkar is the managing member and disclaims beneficial ownership except to the extent of any pecuniary interest. The filing does not state the total shares owned after this transaction.
Context
This was an option exercise where the insider paid cash to convert options into common shares and received contingent Special Shares — not an immediate sell. Such exercises are common when in-the-money options are exercised; the Special Shares have high price hurdles before converting and thus have limited near-term economic value unless the stock appreciates substantially. This filing reflects insider acquisition (purchase via exercise), not a market sale.
Insider Transaction Report
Form 4
Karkar Andrei
Director10% Owner
Transactions
- Exercise/Conversion
Common Shares
[F1]2026-02-03$0.52/sh+63,682$33,115→ 394,009 total - Exercise/Conversion
Stock Option (right to buy)
[F1][F5][F3][F4]2026-02-03−63,682→ 0 totalExercise: $0.52Exp: 2026-02-17→ Common Shares (63,682 underlying) - Exercise/Conversion
Class A Special Shares
[F6][F7][F8]2026-02-03+1,389→ 1,389 total→ Common Shares (1,389 underlying) - Exercise/Conversion
Class B Special Shares
[F6][F7][F8]2026-02-03+2,778→ 2,778 total→ Common Shares (2,778 underlying) - Exercise/Conversion
Class C Special Shares
[F6][F7][F8]2026-02-03+2,778→ 2,778 total→ Common Shares (2,778 underlying) - Exercise/Conversion
Class D Special Shares
[F6][F7][F8]2026-02-03+5,557→ 5,557 total→ Common Shares (5,557 underlying) - Exercise/Conversion
Class E Special Shares
[F6][F7][F8]2026-02-03+5,557→ 5,557 total→ Common Shares (5,557 underlying) - Exercise/Conversion
Class F Special Shares
[F6][F7][F8]2026-02-03+5,557→ 5,557 total→ Common Shares (5,557 underlying) - Exercise/Conversion
Class G Special Shares
[F6][F7][F8]2026-02-03+6,947→ 6,947 total→ Common Shares (6,947 underlying) - Exercise/Conversion
Class H Special Shares
[F6][F7][F8]2026-02-03+6,947→ 6,947 total→ Common Shares (6,947 underlying)
Holdings
- 60,953,495(indirect: By LLC)
Common Shares
[F2]
Footnotes (8)
- [F1]Represents the exercise of stock options to purchase 63,682 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 1,389 Class A Special Shares, 2,778 Class B Special Shares, 2,778 Class C Special Shares, 5,557 Class D Special Shares, 5,557 Class E Special Shares, 5,557 Class F Special Shares, 6,947 Class G Special Shares and 6,947 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]Was fully vested as of February 17, 2021.
- [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 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).
- [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.
Signature
/s/ Michelle Ancosky, Attorney-In-Fact|2026-02-05