Hess Michael Bernard 4

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.