Were Brendan May’s TMC (TMC) share sales discretionary trades?

The reported share sales were not discretionary trades by Brendan May. The filing states they were automatic “sell to cover” transactions executed solely to cover tax withholding obligations arising from the vesting of his restricted stock units.

Brendan May gets RSUs, sells TMC the metals Co Inc. (TMC) shares for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

TMC the metals Co Inc. director Brendan May reported compensation-related share activity. On May 29, 2026, he was granted 16,528 restricted stock units (RSUs) under the 2021 Equity Incentive Plan, vesting at the company’s 2027 annual shareholder meeting, subject to continued service.

On June 2, 2026, 20,768 common shares were sold at an average price of $6.42, in multiple trades between $6.40 and $6.46 per share. According to the disclosure, these sales were executed automatically to cover tax withholding obligations from RSU vesting and were not discretionary trades. After these transactions, May directly holds 193,346 common shares.

Insider Trade Summary

Net Seller: 20,768 shares ($133,331)

Net Sell 2 txns

Insider May Brendan

Role null

Sold 20,768 shs ($133K)

Type	Security	Shares	Price	Value
Sale	Common Shares	20,768	$6.42	$133K
Grant/Award	Common Shares	16,528	$0.00	--

Holdings After Transaction: Common Shares — 193,346 shares (Direct, null)

Footnotes (1)

Pursuant to the Issuer's Nonemployee Director Compensation Policy, the Reporting Person was granted restricted stock units ("RSUs") under the Issuer's 2021 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 sales reported were effected to cover tax withholding obligations in connection with the vesting of restricted stock units that were issued to the Reporting Person on May 29, 2026 pursuant to an automatic "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The price reflects the average selling price of the common shares sold. These common shares were sold in multiple transactions at prices ranging from $6.40 to $6.46 per common share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of common shares sold at each price.

Key Figures

Shares sold: 20,768 shares Average sale price: $6.42 per share Sale price range: $6.40–$6.46 per share +3 more

6 metrics

Shares sold 20,768 shares Automatic sell-to-cover on June 2, 2026

Average sale price $6.42 per share Tax-related sale of common shares

Sale price range $6.40–$6.46 per share Multiple transactions in reported sale

RSUs granted 16,528 units Grant on May 29, 2026 under 2021 Equity Incentive Plan

Shares after transactions 193,346 shares Direct holdings following reported activity

Vesting date 2027 annual meeting RSUs vest at 2027 shareholder meeting if service continues

Key Terms

restricted stock units ("RSUs"), Nonemployee Director Compensation Policy, 2021 Equity Incentive Plan, automatic "sell to cover" transaction, +1 more

5 terms

restricted stock units ("RSUs") financial

"the Reporting Person was granted restricted stock units ("RSUs") under"

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

"Pursuant to the Issuer's Nonemployee Director Compensation Policy, the Reporting"

2021 Equity Incentive Plan financial

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

automatic "sell to cover" transaction financial

"were issued to the Reporting Person on May 29, 2026 pursuant to an automatic "sell to cover" transaction"

tax withholding obligations financial

"effected to cover tax withholding obligations in connection with the vesting"

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 05:52 PM

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^*

May Brendan

(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	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)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/29/2026		A		16,528⁽¹⁾	A	$0.00	214,114	D
Common Shares	06/02/2026		S		20,768⁽²⁾	D	$6.42⁽³⁾	193,346	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Pursuant to the Issuer's Nonemployee Director Compensation Policy, the Reporting Person was granted restricted stock units ("RSUs") under the Issuer's 2021 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.

2. The sales reported were effected to cover tax withholding obligations in connection with the vesting of restricted stock units that were issued to the Reporting Person on May 29, 2026 pursuant to an automatic "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

3. The price reflects the average selling price of the common shares sold. These common shares were sold in multiple transactions at prices ranging from $6.40 to $6.46 per common share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of common shares sold at each price.

	/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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did TMC (TMC) director Brendan May report?

Brendan May reported receiving RSUs and an automatic tax-related share sale. He was granted 16,528 restricted stock units and later had 20,768 common shares sold to cover tax withholding from RSU vesting, leaving him with 193,346 shares directly held.

How many TMC (TMC) shares did Brendan May sell and at what price?

Brendan May had 20,768 TMC common shares sold at an average price of $6.42. The filing notes multiple trades within a $6.40 to $6.46 range, executed automatically to satisfy tax withholding obligations tied to restricted stock unit vesting.

What RSU grant did TMC (TMC) director Brendan May receive?

Brendan May received a grant of 16,528 restricted stock units under TMC’s 2021 Equity Incentive Plan. The grant was made pursuant to the Nonemployee Director Compensation Policy and each RSU represents one common share upon vesting, subject to service conditions.

When do Brendan May’s TMC (TMC) RSUs vest?

The RSUs granted to Brendan May vest on the date of TMC’s 2027 annual meeting of shareholders. Vesting is conditional on his continued service through that meeting, after which each restricted stock unit converts into one TMC common share.

How many TMC (TMC) shares does Brendan May hold after these transactions?

Following the RSU-related grant and tax-cover sale, Brendan May directly holds 193,346 TMC common shares. This post-transaction holding figure reflects his remaining equity position disclosed in the Form 4 after the reported activity.