Karkar Andrei 4

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.