Karkar Andrei 4
4 · TMC the metals Co Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
TMC the metals Co (TMC) — Andrei Karkar Exercises Stock Options
What Happened
- Andrei Karkar (reported as a 10% owner; managing member of ERAS Capital LLC) exercised stock options on 2026-02-06 to purchase 31,602 common shares at $0.65 per share for a cash payment of $20,541.
- In connection with the exercise, he was also issued several classes of Class A–H "Special Shares" for no additional consideration: 689 A, 1,379 B, 1,379 C, 2,758 D, 2,758 E, 2,758 F, 3,447 G and 3,447 H (these are recorded as acquired upon exercise).
Key Details
- Transaction date: February 6, 2026. Form 4 filed February 10, 2026 (appears timely under the two-business-day rule).
- Type/code: M — Exercise/conversion of derivative (stock options).
- Cash paid and shares acquired: 31,602 common shares at $0.65 each = $20,541. Several Special Shares were issued for no additional cash (see counts above).
- Special Shares conversion thresholds (each class converts 1-for-1 to common if the common share trades at or above the threshold on 20 trading days within any 30-trading-day period, or on certain change-of-control events): A $15; B $25; C $35; D $50; E $75; F $100; G $150; H $200.
- Securities are held through ERAS Capital LLC; Karkar is the managing member and shares voting/dispositive power but disclaims beneficial ownership beyond any pecuniary interest (Footnote F2).
- Vesting/exercise terms: Options vest upon milestones and are exercisable until March 5 of the year following vesting; options expire the day after that exercise deadline (Footnote F3).
- The filing does not state a post-transaction total of common shares beneficially owned by Karkar in this Form 4 (and excludes previously reported Special Shares held by ERAS; see F8/F9).
Context
- This was an exercise (acquisition) — Karkar paid cash to exercise options rather than a cashless sale; the Special Shares issued are contingent-conversion instruments that only become common shares if price thresholds or other triggers are met.
- As a reported 10% owner acting through an entity (ERAS), this is institutional/insider option exercise activity rather than a routine open-market buy or sale by an executive.
- No sale of common shares was reported here; the transaction increases Karkar’s immediate common share holdings but the Special Shares will only convert if market-price conditions or change-of-control events occur.
Insider Transaction Report
Form 4
Karkar Andrei
Director10% Owner
Transactions
- Exercise/Conversion
Common Shares
[F1]2026-02-06$0.65/sh+31,602$20,541→ 425,611 total - Exercise/Conversion
Stock Option (right to buy)
[F1][F5][F3][F4][F9]2026-02-06−31,602→ 94,805 totalExercise: $0.65Exp: 2028-06-01→ Common Shares (31,602 underlying) - Exercise/Conversion
Class A Special Shares
[F6][F7][F8]2026-02-06+689→ 2,078 total→ Common Shares (689 underlying) - Exercise/Conversion
Class B Special Shares
[F6][F7][F8]2026-02-06+1,379→ 4,157 total→ Common Shares (1,379 underlying) - Exercise/Conversion
Class C Special Shares
[F6][F7][F8]2026-02-06+1,379→ 4,157 total→ Common Shares (1,379 underlying) - Exercise/Conversion
Class D Special Shares
[F6][F7][F8]2026-02-06+2,758→ 8,315 total→ Common Shares (2,758 underlying) - Exercise/Conversion
Class E Special Shares
[F6][F7][F8]2026-02-06+2,758→ 8,315 total→ Common Shares (2,758 underlying) - Exercise/Conversion
Class F Special Shares
[F6][F7][F8]2026-02-06+2,758→ 8,315 total→ Common Shares (2,758 underlying) - Exercise/Conversion
Class G Special Shares
[F6][F7][F8]2026-02-06+3,447→ 10,394 total→ Common Shares (3,447 underlying) - Exercise/Conversion
Class H Special Shares
[F6][F7][F8]2026-02-06+3,447→ 10,394 total→ Common Shares (3,447 underlying)
Holdings
- 60,953,495(indirect: By LLC)
Common Shares
[F2]
Footnotes (9)
- [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.
Signature
/s/ Michelle Ancosky, Attorney-In-Fact|2026-02-10