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TMC the metals Co Inc.·4

Feb 10, 7:42 PM ET

Madsbjerg Christian 4

4 · TMC the metals Co Inc. · Filed Feb 10, 2026

Research Summary

AI-generated summary of this filing

Updated

TMC Director Christian Madsbjerg Exercises Options for 43,180 Shares

What Happened

  • Director Christian Madsbjerg exercised stock options on Feb 6, 2026 to acquire 43,180 common shares: 11,578 shares at $0.52 ($6,021) and 31,602 shares at $0.65 ($20,541), for a total cash outlay of about $26,562. The option interests (derivatives) were terminated upon exercise.

Key Details

  • Transaction date: February 6, 2026 (Form 4 filed Feb 10, 2026 — timely).
  • Transaction code: M (exercise/conversion of derivative).
  • Common shares acquired: 11,578 @ $0.52 and 31,602 @ $0.65 (total 43,180); total cash paid ≈ $26,562.
  • Special Shares issued: As part of the exercises, Madsbjerg received Class A–H Special Shares (no additional cash). Aggregate Special Shares received: 941 (A), 1,884 (B), 1,884 (C), 3,768 (D), 3,768 (E), 3,768 (F), 4,710 (G), 4,710 (H).
  • Special Shares convert 1:1 into common shares if the common share price meets specified thresholds over a required trading window (A $15; B $25; C $35; D $50; E $75; F $100; G $150; H $200) or upon certain change-of-control events.
  • Exercise deadlines/vesting: The 31,602-share option tranche has an exercise deadline of March 5, 2026; some options vest on milestones and have limited post-vesting exercise windows per the footnotes.
  • Shares owned after transaction: Not specified in the Form 4 filing.

Context

  • This was a cash exercise (the reporting person paid exercise prices), not an immediate sale — i.e., not a cashless disposition. The filing shows the underlying derivative interests were converted/terminated upon exercise.
  • Special Shares are contingent instruments that only convert to common stock if price thresholds are met (they are not immediately tradable common shares).
  • The monetary amount involved is modest (~$26.6k), so while it signals the director exercised vested option rights, it is a routine insider exercise rather than a large-value buy or sell.

Insider Transaction Report

Form 4
Period: 2026-02-06
TMC the metals Co Inc.TMC
Madsbjerg Christian
Director
Transactions
  • Exercise/Conversion

    Common Shares

    [F1]
    2026-02-06$0.52/sh+11,578$6,021→ 343,198 total
  • Exercise/Conversion

    Common Shares

    [F2]
    2026-02-06$0.65/sh+31,602$20,541→ 374,800 total
  • Exercise/Conversion

    Stock Option (right to buy)

    [F1][F5][F3][F4]
    2026-02-06−11,578→ 0 total
    Exercise: $0.52Exp: 2026-02-17→ Common Shares (11,578 underlying)
  • Exercise/Conversion

    Stock Option (right to buy)

    [F2][F5][F6][F7][F10]
    2026-02-06−31,602→ 94,805 total
    Exercise: $0.65Exp: 2028-06-01→ Common Shares (31,602 underlying)
  • Exercise/Conversion

    Class A Special Shares

    [F8][F9]
    2026-02-06+941→ 941 total
    → Common Shares (941 underlying)
  • Exercise/Conversion

    Class B Special Shares

    [F8][F9]
    2026-02-06+1,884→ 1,884 total
    → Common Shares (1,884 underlying)
  • Exercise/Conversion

    Class C Special Shares

    [F8][F9]
    2026-02-06+1,884→ 1,884 total
    → Common Shares (1,884 underlying)
  • Exercise/Conversion

    Class D Special Shares

    [F8][F9]
    2026-02-06+3,768→ 3,768 total
    → Common Shares (3,768 underlying)
  • Exercise/Conversion

    Class E Special Shares

    [F8][F9]
    2026-02-06+3,768→ 3,768 total
    → Common Shares (3,768 underlying)
  • Exercise/Conversion

    Class F Special Shares

    [F8][F9]
    2026-02-06+3,768→ 3,768 total
    → Common Shares (3,768 underlying)
  • Exercise/Conversion

    Class G Special Shares

    [F8][F9]
    2026-02-06+4,710→ 4,710 total
    → Common Shares (4,710 underlying)
  • Exercise/Conversion

    Class H Special Shares

    [F8][F9]
    2026-02-06+4,710→ 4,710 total
    → Common Shares (4,710 underlying)
Footnotes (10)
  • [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 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 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.
  • [F3]Was fully vested as of February 26, 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]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.
  • [F7]Also included the right Special Shares set forth in Footnote 2 above.
  • [F8]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).
  • [F9]Represents the aggregate amount of the specified class of Special Shares acquired upon the exercise of stock options referenced in Footnotes 1 and 2 above.
Signature
/s/ Michelle Ancosky, Attorney-In-Fact|2026-02-10

Documents

1 file
  • 4
    tm265825-1_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT