TMC (TMC) director Andrei Karkar receives new RSU grants and updates holdings

Rhea-AI Filing Summary

Karkar Andrei reported acquisition or exercise transactions in this Form 4 filing.

TMC the metals Co Inc. director and ten percent owner Andrei Karkar reported stock-based compensation and updated holdings. He received two grants of common-share-based restricted stock units on May 29, 2026: one for 16,528 shares that vested immediately in lieu of cash fees under the Nonemployee Director Compensation Policy, and another for 17,857 shares scheduled to vest on the company’s 2027 annual meeting date if he continues serving as a director.

After these awards, Karkar directly holds 459,996 common shares. Separately, 60,953,495 common shares are held indirectly through ERAS Capital LLC, where he is managing member, with a footnote stating he may be deemed to share voting and dispositive power but disclaims beneficial ownership beyond any pecuniary interest.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Karkar Andrei, ERAS Capital LLC

Role null | null

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	17,857	$0.00	--
Grant/Award	Common Shares	16,528	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 443,468 shares (Direct, null); Common Shares — 60,953,495 shares (Indirect, ERAS Capital LLC)

Footnotes (1)

1. In lieu of cash compensation under the Issuer's Nonemployee Director Compensation Policy ("Director Compensation Policy"), the Reporting Person was granted restricted stock units ("RSUs") under the Issuer's 2021 Equity Incentive Plan ("Equity Incentive Plan"). Each RSU represents the right to receive one common share upon vesting. The RSUs vested immediately upon issuance. Pursuant to the Director Compensation Policy, the Reporting Person was granted RSUs under the Equity Incentive Plan. Each RSU represents the right to receive one common share upon vesting. The RSUs vest on the date of the Issuer's 2027 annual meeting of shareholders, subject to the Reporting Person's continued service through the vesting date. The securities are held directly by ERAS Capital LLC ("ERAS"). Andrei Karkar is the managing member of ERAS and shares voting and dispositive power over and may be deemed to beneficially own such securities held by ERAS. Andrei Karkar disclaims beneficial ownership over any securities owned by ERAS other than to the extent of any pecuniary interest he may have therein.

Key Figures

Immediate RSU grant: 16,528 shares Deferred RSU grant: 17,857 shares Direct holdings after grants: 459,996 shares +1 more

4 metrics

Immediate RSU grant 16,528 shares RSUs granted in lieu of cash; vested immediately

Deferred RSU grant 17,857 shares RSUs vest at 2027 annual meeting, service-based

Direct holdings after grants 459,996 shares Common shares directly held by Andrei Karkar

Indirect holdings via ERAS Capital LLC 60,953,495 shares Common shares held by ERAS Capital LLC

Key Terms

restricted stock units ("RSUs"), Nonemployee Director Compensation Policy, 2021 Equity Incentive Plan, pecuniary interest

4 terms

restricted stock units ("RSUs") financial

"the Reporting Person was granted restricted stock units ("RSUs") under the Issuer's 2021 Equity Incentive Plan"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Nonemployee Director Compensation Policy financial

"In lieu of cash compensation under the Issuer's Nonemployee Director Compensation Policy ("Director Compensation Policy")"

2021 Equity Incentive Plan financial

"RSUs under the Issuer's 2021 Equity Incentive Plan ("Equity Incentive Plan")"

pecuniary interest financial

"disclaims beneficial ownership over any securities owned by ERAS other than to the extent of any pecuniary interest he may have therein"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Karkar Andrei

(Last) (First) (Middle)

C/O TMC THE METALS COMPANY INC.,

1111 WEST HASTINGS STREET, 15TH FLOOR

(Street)

VANCOUVER V6E 2J3

(City) (State) (Zip)

BRITISH COLUMBIA, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
TMC the metals Co Inc. [ TMC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	05/29/2026		A		17,857(1)	A	$0.00	443,468	D
Common Shares	05/29/2026		A		16,528(2)	A	$0.00	459,996	D
Common Shares								60,953,495	I	ERAS Capital LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Karkar Andrei

(Last) (First) (Middle)

C/O TMC THE METALS COMPANY INC.,

1111 WEST HASTINGS STREET, 15TH FLOOR

(Street)

VANCOUVER V6E 2J3

(City) (State) (Zip)

BRITISH COLUMBIA, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ERAS Capital LLC

(Last) (First) (Middle)

C/O TMC THE METALS COMPANY INC.,

1111 WEST HASTINGS STREET, 15TH FLOOR

(Street)

VANCOUVER V6E 2J3

(City) (State) (Zip)

BRITISH COLUMBIA, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. In lieu of cash compensation under the Issuer's Nonemployee Director Compensation Policy ("Director Compensation Policy"), the Reporting Person was granted restricted stock units ("RSUs") under the Issuer's 2021 Equity Incentive Plan ("Equity Incentive Plan"). Each RSU represents the right to receive one common share upon vesting. The RSUs vested immediately upon issuance.

2. Pursuant to the Director Compensation Policy, the Reporting Person was granted RSUs under the Equity Incentive Plan. Each RSU represents the right to receive one common share upon vesting. The RSUs vest on the date of the Issuer's 2027 annual meeting of shareholders, subject to the Reporting Person's continued service through the vesting date.

3. The securities are held directly by ERAS Capital LLC ("ERAS"). Andrei Karkar is the managing member of ERAS and shares voting and dispositive power over and may be deemed to beneficially own such securities held by ERAS. Andrei Karkar disclaims beneficial ownership over any securities owned by ERAS other than to the extent of any pecuniary interest he may have therein.

	/s/ Michelle Ancosky, Attorney-In-Fact	06/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did TMC director Andrei Karkar report on this Form 4 for TMC?

Andrei Karkar reported two stock-based compensation grants. He received 16,528 restricted stock units that vested immediately and 17,857 restricted stock units that vest at TMC’s 2027 annual meeting, both representing common shares upon vesting.

How many TMC common shares did Andrei Karkar receive in lieu of cash compensation?

He received 16,528 restricted stock units in lieu of cash fees. Each RSU represents one TMC common share, and these RSUs vested immediately under the company’s Nonemployee Director Compensation Policy and 2021 Equity Incentive Plan.

When do Andrei Karkar’s additional TMC restricted stock units vest?

An additional 17,857 restricted stock units vest on the date of TMC’s 2027 annual meeting. Vesting is conditional on Andrei Karkar’s continued service as a director through that meeting date under the company’s Director Compensation Policy.

What are Andrei Karkar’s direct TMC share holdings after these Form 4 transactions?

Following the reported grants, Andrei Karkar directly holds 459,996 TMC common shares. This figure reflects his personal ownership position, separate from any shares held through entities such as ERAS Capital LLC mentioned in the footnotes.

How many TMC shares are held through ERAS Capital LLC and what is Karkar’s role?

ERAS Capital LLC holds 60,953,495 TMC common shares. The filing states Andrei Karkar is ERAS’s managing member, shares voting and dispositive power, and may be deemed to beneficially own these securities, while disclaiming ownership beyond any pecuniary interest.

What plan governs the restricted stock unit grants reported by Andrei Karkar for TMC?

The restricted stock unit grants were made under TMC’s 2021 Equity Incentive Plan. They are issued pursuant to the company’s Nonemployee Director Compensation Policy, which allows directors to receive equity awards instead of cash compensation for their board service.