Hess Michael Bernard 4

4 · Metals Royalty Co Inc. · Filed Jul 15, 2026

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Updated Jul 16, 2026

Metals Royalty (TMCR) Director Michael Hess Receives Award

What Happened

Michael Bernard Hess, a director of Metals Royalty Co Inc. (TMCR), received equity awards on July 13, 2026. The filing reports 2,000,000 shares acquired at $0.00 and 1,000,000 derivative shares (performance share units) acquired at $0.00. Total reported grant = 3,000,000 instruments; no cash was paid.
These are grants/awards (not open‑market purchases or sales), so they represent compensation/retention incentives rather than immediate buying or selling of stock.

Key Details

Transaction date(s): 2026-07-13; Form 4 filed on 2026-07-15 (appears timely).
Instruments and prices: 2,000,000 shares @ $0.00 (acquired); 1,000,000 derivative/performance units @ $0.00 (acquired).
Vesting/conditions:
- Footnote F1: the 1,000,000 performance share units (PSUs) vest based on stock-price–based conditions in three substantially equal tranches and require continued service on each vesting date.
- Footnote F3: certain shares/options referenced will vest in four equal annual installments beginning July 13, 2026, subject to continued service.
Ownership disclosure (F2): some shares are held by SS3H Ventures LLC, of which Hess is the sole member; he disclaims beneficial ownership for Section 16 purposes except to the extent of any pecuniary interest. The filing does not state a precise total share count owned after these grants in plain text here.
No cash was exchanged in these grants; not an exercise followed by sale.

Context

Awards and PSUs are common director compensation and are typically intended to align interests and retain service; they do not indicate immediate market activity (no shares were sold or bought on the open market).
PSUs and option-style awards are contingent on performance or continued service, so the actual number of shares that ultimately vest may be lower than the grant amount.
For retail investors, note this is an insider receiving compensation, not a liquidity event; it’s informational about director pay and potential future dilution but not a direct buy/sell signal.

Form 4

Period: 2026-07-13

Director

Transactions

Award
Common Shares
[F1]
2026-07-13+2,000,000→ 3,500,000 total
Award
Stock Option (right to buy)
[F3]
2026-07-13+1,000,000→ 1,000,000 total
Exercise: $5.79Exp: 2036-07-12→ Common Shares (1,000,000 underlying)

Holdings

Footnotes (3)

[F1]Includes 1,000,000 performance share units subject to certain stock-price based vesting conditions with vesting comprised of three substantially equal tranches, subject to the Reporting Person's continued service with the Issuer on each such vesting date.
[F2]Represents shares held by SS3H Ventures LLC ("SS3H"). The Reporting Person is the sole member of SS3H and may be deemed to share voting, investment and dispositive power with respect to the securities held by SS3H. The Reporting Person disclaims beneficial ownership over such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
[F3]The shares subject to this option shall vest and become exercisable in four equal annual installments commencing from July 13, 2026, subject to the Reporting Person's continued service with the Issuer on each such vesting date.

Signature

/s/ Donald Sewell, attorney-in-fact|2026-07-15

1 file