Shesky Craig 4

What Happened

• Craig Shesky, Chief Financial Officer of TMC the Metals Co., exercised stock options on 2026-02-10 to purchase 63,204 common shares at an exercise price of $0.65 per share for $41,083 in cash. In connection with that exercise, he was also issued multiple classes of Class A–H "Special Shares" for no additional consideration (these are derivative/convertible shares tied to future price milestones).

Key Details

• Transaction date: 2026-02-10; transaction code: M (option exercise).
• Common shares acquired: 63,204 at $0.65 each; cash paid ≈ $41,083.
• Special Shares issued (no additional cash):
  • Class A: 1,379 (Price threshold $15.00)
  • Class B: 2,758 ($25.00)
  • Class C: 2,758 ($35.00)
  • Class D: 5,516 ($50.00)
  • Class E: 5,516 ($75.00)
  • Class F: 5,516 ($100.00)
  • Class G: 6,895 ($150.00)
  • Class H: 6,895 ($200.00)
• Footnote also references additional rights to purchase more Special Shares (e.g., 4,137 Class A; 8,274 Class B; etc.).
• Conversion rule: each Special Share converts 1:1 into a common share if the common stock trades at or above the class-specific price threshold on any 20 trading days within any 30-trading-day period, or upon certain change-of-control events.
• Vesting / exercise window: the underlying stock options vest upon specified milestones (subject to continued service). Each option is exercisable until March 5 of the year following its vesting and expires the day after that exercise date.
• Shares owned after the transaction are not specified in the provided filing. The filing date matches the transaction date; no late filing is indicated.

Context

• This was an exercise of vested options (code M) — the reporting person paid cash to convert options into common shares and received milestone-tied Special Shares; it was not an immediate sale (no proceeds from a sale reported).
• Special Shares are conditional, converting to common stock only if price/time conditions are met, so they are not equivalent to immediate common-share ownership until conversion events occur.
• For retail investors, option exercises show management converting potential equity into actual stock ownership; the Special Shares create contingent upside if the stock reaches substantially higher price levels.