Karkar Andrei 4

What Happened

• Andrei Karkar (listed as a 10% owner) was granted two restricted stock unit (RSU) awards by TMC the metals Co Inc. on 2026-05-29 totaling 34,385 RSUs: 17,857 RSUs and 16,528 RSUs. Each RSU represents the right to one common share upon vesting. Both awards show an acquisition price of $0.00 (typical for RSUs). The first award (17,857 RSUs) vested immediately upon issuance; the second award (16,528 RSUs) vests on the date of the issuer’s 2027 annual meeting, subject to continued service.

Key Details

• Transaction date: 2026-05-29; Filing date (Form 4): 2026-06-02 (timely, filing by second business day).
• Price: $0.00 per RSU; total reported acquisition value on the form $0 (these are equity awards, not cash purchases).
• Shares granted: 17,857 RSUs (vested immediately) + 16,528 RSUs (vest 2027) = 34,385 RSUs total.
• Shares owned after transaction: Not specified in the provided excerpt of the filing.
• Footnotes of note:
  • F1: 17,857 RSUs were issued in lieu of cash director compensation and vested immediately.
  • F2: 16,528 RSUs were issued under the director compensation policy and vest at the 2027 annual meeting, subject to continued service.
  • F3: The securities are held directly by ERAS Capital LLC; Karkar is the managing member and shares voting/dispositive power and may be deemed to beneficially own them (he disclaims ownership except for any pecuniary interest).

Context

• RSUs are equity awards that convert to shares when they vest; they are not purchases or sales and do not by themselves signal buying or selling intent. One portion vested immediately (so those RSUs are now shares or deliverable shares), while the remainder is time-/service-based and only becomes shares if vesting conditions are met.
• Because Karkar is identified as a 10% owner and the awards are held via an entity (ERAS Capital LLC), these holdings reflect institutional/ownership relationships as disclosed, not an open-market trade by a typical executive.