Form 4 for TMC TMC the metals Co Inc.
Accepted 2026-02-05 00:00:00 ET · period of report 2026-02-03 · accession 0001104659-26-011124 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2026-02-05 | 2026-02-03 | TMC | Karkar Andrei | Dir, 10% | M - OptEx | $0.52 | +63.7K | 394.0K | +19% | +$33.1K |
| DM | 2026-02-05 | 2026-02-03 | TMC | Karkar Andrei | Dir, 10% | M - OptEx | — | -26.2K | 5,557 | -82% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Shares | 2026-02-03 | M | A | 63,682 | $0.52 | 394,009 | D | — | — | |
| 2 | Derivative | Class C Special Shares | 2026-02-03 | M | A | 2,778 | — | 2,778 | D | — · — to — | 2,778 Common Shares | (F6) Each of the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares (collectively, the "Special Shares") automatically convert into common shares on a one for one basis, if on any twenty trading days within any thirty trading day period, the common shares trade for a price that is greater than or equal to the price threshold for such class of Special Shares (the "Price Threshold") described below, or in the event of certain changes of control. The Price Thresholds for the Special Shares are as follows: Class A Special Shares ($15.00), Class B Special Shares ($25.00), Class C Special Shares ($35.00), Class D Special Shares ($50.00), Class E Special Shares ($75.00), Class F Special Shares ($100.00), Class G Special Shares ($150.00), and Class H Special Shares ($200.00). (F8) Does not include the Special Shares held by ERAS Capital LLC that were previously reported in the Form 4 submitted by the Reporting Person on September 13, 2021. |
| 3 | Derivative | Class H Special Shares | 2026-02-03 | M | A | 6,947 | — | 6,947 | D | — · — to — | 6,947 Common Shares | (F6) Each of the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares (collectively, the "Special Shares") automatically convert into common shares on a one for one basis, if on any twenty trading days within any thirty trading day period, the common shares trade for a price that is greater than or equal to the price threshold for such class of Special Shares (the "Price Threshold") described below, or in the event of certain changes of control. The Price Thresholds for the Special Shares are as follows: Class A Special Shares ($15.00), Class B Special Shares ($25.00), Class C Special Shares ($35.00), Class D Special Shares ($50.00), Class E Special Shares ($75.00), Class F Special Shares ($100.00), Class G Special Shares ($150.00), and Class H Special Shares ($200.00). (F8) Does not include the Special Shares held by ERAS Capital LLC that were previously reported in the Form 4 submitted by the Reporting Person on September 13, 2021. |
| 4 | Derivative | Class G Special Shares | 2026-02-03 | M | A | 6,947 | — | 6,947 | D | — · — to — | 6,947 Common Shares | (F6) Each of the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares (collectively, the "Special Shares") automatically convert into common shares on a one for one basis, if on any twenty trading days within any thirty trading day period, the common shares trade for a price that is greater than or equal to the price threshold for such class of Special Shares (the "Price Threshold") described below, or in the event of certain changes of control. The Price Thresholds for the Special Shares are as follows: Class A Special Shares ($15.00), Class B Special Shares ($25.00), Class C Special Shares ($35.00), Class D Special Shares ($50.00), Class E Special Shares ($75.00), Class F Special Shares ($100.00), Class G Special Shares ($150.00), and Class H Special Shares ($200.00). (F8) Does not include the Special Shares held by ERAS Capital LLC that were previously reported in the Form 4 submitted by the Reporting Person on September 13, 2021. |
| 5 | Derivative | Class F Special Shares | 2026-02-03 | M | A | 5,557 | — | 5,557 | D | — · — to — | 5,557 Common Shares | (F6) Each of the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares (collectively, the "Special Shares") automatically convert into common shares on a one for one basis, if on any twenty trading days within any thirty trading day period, the common shares trade for a price that is greater than or equal to the price threshold for such class of Special Shares (the "Price Threshold") described below, or in the event of certain changes of control. The Price Thresholds for the Special Shares are as follows: Class A Special Shares ($15.00), Class B Special Shares ($25.00), Class C Special Shares ($35.00), Class D Special Shares ($50.00), Class E Special Shares ($75.00), Class F Special Shares ($100.00), Class G Special Shares ($150.00), and Class H Special Shares ($200.00). (F8) Does not include the Special Shares held by ERAS Capital LLC that were previously reported in the Form 4 submitted by the Reporting Person on September 13, 2021. |
| 6 | Derivative | Stock Option (right to buy) | 2026-02-03 | M | D | 63,682 | — | 0 | D | $0.52 · — to 2026-02-17 | 63,682 Common Shares | (F5) Received by the Reporting Person as described in the Form 4 submitted by the Reporting Person on September 13, 2021. (F3) Was fully vested as of February 17, 2021. |
| 7 | Derivative | Class A Special Shares | 2026-02-03 | M | A | 1,389 | — | 1,389 | D | — · — to — | 1,389 Common Shares | (F6) Each of the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares (collectively, the "Special Shares") automatically convert into common shares on a one for one basis, if on any twenty trading days within any thirty trading day period, the common shares trade for a price that is greater than or equal to the price threshold for such class of Special Shares (the "Price Threshold") described below, or in the event of certain changes of control. The Price Thresholds for the Special Shares are as follows: Class A Special Shares ($15.00), Class B Special Shares ($25.00), Class C Special Shares ($35.00), Class D Special Shares ($50.00), Class E Special Shares ($75.00), Class F Special Shares ($100.00), Class G Special Shares ($150.00), and Class H Special Shares ($200.00). (F8) Does not include the Special Shares held by ERAS Capital LLC that were previously reported in the Form 4 submitted by the Reporting Person on September 13, 2021. |
| 8 | Derivative | Class B Special Shares | 2026-02-03 | M | A | 2,778 | — | 2,778 | D | — · — to — | 2,778 Common Shares | (F6) Each of the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares (collectively, the "Special Shares") automatically convert into common shares on a one for one basis, if on any twenty trading days within any thirty trading day period, the common shares trade for a price that is greater than or equal to the price threshold for such class of Special Shares (the "Price Threshold") described below, or in the event of certain changes of control. The Price Thresholds for the Special Shares are as follows: Class A Special Shares ($15.00), Class B Special Shares ($25.00), Class C Special Shares ($35.00), Class D Special Shares ($50.00), Class E Special Shares ($75.00), Class F Special Shares ($100.00), Class G Special Shares ($150.00), and Class H Special Shares ($200.00). (F8) Does not include the Special Shares held by ERAS Capital LLC that were previously reported in the Form 4 submitted by the Reporting Person on September 13, 2021. |
| 9 | Derivative | Class D Special Shares | 2026-02-03 | M | A | 5,557 | — | 5,557 | D | — · — to — | 5,557 Common Shares | (F6) Each of the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares (collectively, the "Special Shares") automatically convert into common shares on a one for one basis, if on any twenty trading days within any thirty trading day period, the common shares trade for a price that is greater than or equal to the price threshold for such class of Special Shares (the "Price Threshold") described below, or in the event of certain changes of control. The Price Thresholds for the Special Shares are as follows: Class A Special Shares ($15.00), Class B Special Shares ($25.00), Class C Special Shares ($35.00), Class D Special Shares ($50.00), Class E Special Shares ($75.00), Class F Special Shares ($100.00), Class G Special Shares ($150.00), and Class H Special Shares ($200.00). (F8) Does not include the Special Shares held by ERAS Capital LLC that were previously reported in the Form 4 submitted by the Reporting Person on September 13, 2021. |
| 10 | Derivative | Class E Special Shares | 2026-02-03 | M | A | 5,557 | — | 5,557 | D | — · — to — | 5,557 Common Shares | (F6) Each of the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares (collectively, the "Special Shares") automatically convert into common shares on a one for one basis, if on any twenty trading days within any thirty trading day period, the common shares trade for a price that is greater than or equal to the price threshold for such class of Special Shares (the "Price Threshold") described below, or in the event of certain changes of control. The Price Thresholds for the Special Shares are as follows: Class A Special Shares ($15.00), Class B Special Shares ($25.00), Class C Special Shares ($35.00), Class D Special Shares ($50.00), Class E Special Shares ($75.00), Class F Special Shares ($100.00), Class G Special Shares ($150.00), and Class H Special Shares ($200.00). (F8) Does not include the Special Shares held by ERAS Capital LLC that were previously reported in the Form 4 submitted by the Reporting Person on September 13, 2021. |