TMC the metals Co Inc.·4

Jul 7, 9:46 AM ET

Allseas Investments S.A. 4

4 · TMC the metals Co Inc. · Filed Jul 7, 2026

Research Summary

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TMC 10% Owner Allseas Acquires 7.3M Shares

What Happened Allseas Group S.A., a reported 10% owner of TMC the metals Co Inc. (TMC), acquired 7,305,567 common shares on July 1, 2026. The shares were issued at $4.66 per share pursuant to a Contract for Development Work and Commercial Production between a wholly owned Allseas subsidiary and TMC, resulting in a transaction value of approximately $34.04 million. This was an issuance/purchase under a commercial arrangement (code: P), not a routine open-market buy or sale.

Key Details

  • Transaction date: July 1, 2026; Form 4 filed: July 7, 2026.
  • Price: $4.66 per share; total value ≈ $34,043,942.22.
  • Shares acquired: 7,305,567 common shares.
  • Shares owned after transaction: Not specified in the filing.
  • Footnotes of note:
    • F2: Shares were issued under the May 11, 2026 contract (effective March 30, 2026) between a wholly owned Allseas subsidiary and TMC.
    • F1 & F3: Allseas is owned within a chain including Allseas Investments S.A., ACV, and a Stichting; Edward Heerema has sole authority over Allseas and may be deemed to have indirect interests, though each party disclaims direct beneficial ownership except to the extent of pecuniary interest.
  • Timeliness: The Form 4 was filed six days after the transaction date; Form 4s are generally due within two business days, so this filing appears later than typical.

Context This was an institutional/affiliate acquisition tied to a commercial development agreement, not an open-market signal from an individual executive. Purchases under contractual commercial arrangements reflect company-agreement consideration rather than independent insider buying for investment purposes. The ownership chain disclosures indicate control/authority considerations (Edward Heerema and related entities) but include disclaimers of direct beneficial ownership except for pecuniary interest.

Insider Transaction Report

Form 4
Period: 2026-07-01
Transactions
  • Purchase

    Common Shares

    [F2][F1]
    2026-07-01+7,305,56762,419,168 total
Holdings
  • Common Shares

    [F3]
    1,000,000
Footnotes (3)
  • [F1]These securities are owned by Allseas Group S.A. ("Allseas"). Mr. Edward Heerema has sole authority over Allseas. Mr. Heerema, Allseas Investments S.A., ("Allseas Investments"), the majority parent of Allseas, Argentum Cedit Virtuti NV ("ACV"), the parent of Allseas Investments, and Stichting Administratiekantoor Aequa Lance Foundation, the parent of ACV, may be deemed to have beneficial ownership of the shares owned by Allseas. Each of Mr. Heerema, Allseas Investments, ACV and Stichting Administratiekantoor Aequa Lance Foundation disclaims beneficial ownership over any securities directly held by Allseas, except to the extent of his or its respective pecuniary interest therein.
  • [F2]On July 1, 2026, Allseas acquired 7,305,567 common shares, pursuant to a Contract for Development Work and Commercial Production, by and between a wholly owned subsidiary of Allseas and TMC, dated May 11, 2026 and effective as of March 30, 2026, under which TMC is required to issue Allseas common shares of TMC in accordance with the commercial arrangement under the agreement. The common shares of TMC were issued at a price of $4.66 per common share.
  • [F3]These securities are owned by ACV. Mr. Heerema may be deemed to have voting and investment power over the shares owned by ACV. Mr. Heerema disclaims beneficial ownership over any securities directly held by ACV, except to the extent of his pecuniary interest therein.

Documents

1 file
  • 4
    tm2619840-2_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT