Director Karkar Andrei exercised 31,602 shares at a strike of $0.65, increasing direct ownership by 8% to 425,611 units (SEC Form 4)

2/10/26 7:42:59 PM ET

$TMC

Metal Mining

Basic Materials

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SEC FORM 4 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
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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)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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

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

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

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	02/06/2026		M⁽¹⁾		31,602	A	$0.65	425,611	D
Common Shares								60,953,495	I	ERAS Capital LLC⁽²⁾

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)
Stock Option (right to buy)	$0.65	02/06/2026		M⁽¹⁾			31,602	⁽³⁾	06/01/2028⁽³⁾	Common Shares⁽⁴⁾	31,602⁽⁴⁾	⁽⁵⁾	94,805⁽⁹⁾	D
Class A Special Shares	⁽⁶⁾	02/06/2026		M⁽⁷⁾		689		⁽⁶⁾	⁽⁶⁾	Common Shares	689	⁽⁶⁾	2,078⁽⁸⁾	D
Class B Special Shares	⁽⁶⁾	02/06/2026		M⁽⁷⁾		1,379		⁽⁶⁾	⁽⁶⁾	Common Shares	1,379	⁽⁶⁾	4,157⁽⁸⁾	D
Class C Special Shares	⁽⁶⁾	02/06/2026		M⁽⁷⁾		1,379		⁽⁶⁾	⁽⁶⁾	Common Shares	1,379	⁽⁶⁾	4,157⁽⁸⁾	D
Class D Special Shares	⁽⁶⁾	02/06/2026		M⁽⁷⁾		2,758		⁽⁶⁾	⁽⁶⁾	Common Shares	2,758	⁽⁶⁾	8,315⁽⁸⁾	D
Class E Special Shares	⁽⁶⁾	02/06/2026		M⁽⁷⁾		2,758		⁽⁶⁾	⁽⁶⁾	Common Shares	2,758	⁽⁶⁾	8,315⁽⁸⁾	D
Class F Special Shares	⁽⁶⁾	02/06/2026		M⁽⁷⁾		2,758		⁽⁶⁾	⁽⁶⁾	Common Shares	2,758	⁽⁶⁾	8,315⁽⁸⁾	D
Class G Special Shares	⁽⁶⁾	02/06/2026		M⁽⁷⁾		3,447		⁽⁶⁾	⁽⁶⁾	Common Shares	3,447	⁽⁶⁾	10,394⁽⁸⁾	D
Class H Special Shares	⁽⁶⁾	02/06/2026		M⁽⁷⁾		3,447		⁽⁶⁾	⁽⁶⁾	Common Shares	3,447	⁽⁶⁾	10,394⁽⁸⁾	D

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)

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)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents the exercise of stock options to purchase 31,602 common shares for cash at an exercise price of $0.65 per common share. The deadline to exercise these stock options with respect to the vested common shares underlying them is March 5, 2026. In accordance with the terms of the stock options, the Reporting Person was also issued 689 Class A Special Shares, 1,379 Class B Special Shares, 1,379 Class C Special Shares, 2,758 Class D Special Shares, 2,758 Class E Special Shares, 2,758 Class F Special Shares, 3,447 Class G Special Shares and 3,447 Class H Special Shares for no additional consideration.

2. 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.

3. These stock options vest in increments upon the occurrence of certain milestones, subject to continued service through each milestone. These stock options are exercisable at any time until March 5 of the year following vesting of such stock option (any such date, the "Exercise Date"). These stock options expire on the day after the Exercise Date.

4. Also included the right to purchase 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") set forth in Footnote 1 above.

5. Received by the Reporting Person as described in the Form 4 submitted by the Reporting Person on September 13, 2021.

6. Each of 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).

7. Represents the amount of the specified class of Special Shares acquired upon the exercise of stock options referenced in Footnote 1 above.

8. 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. Also includes the right to purchase 2,069 Class A Special Shares, 4,137 Class B Special Shares, 4,137 Class C Special Shares, 8,274 Class D Special Shares, 8,274 Class E Special Shares, 8,274 Class F Special Shares, 10,343 Class G Special Shares and 10,343 Class H Special Shares.

	/s/ Michelle Ancosky, Attorney-In-Fact	02/10/2026
	** 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.

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Recent Analyst Ratings for

$TMC

Date	Price Target	Rating	Analyst
6/25/2025	$11.00	Neutral → Outperform	Wedbush
5/20/2025	$5.50	Buy	H.C. Wainwright
1/15/2025	$3.75	Buy	Alliance Global Partners
11/13/2023	$4.20	Buy	Cantor Fitzgerald
11/24/2021	$5.00	Neutral	Wedbush
11/12/2021	$3.00	Neutral	Piper Sandler
11/11/2021		Hold	Benchmark
11/11/2021		Hold	The Benchmark Company

More analyst ratings

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

Amount

(A) or (D)

Price

Common Shares

02/06/2026

M⁽¹⁾

31,602

$0.65

425,611

Common Shares

60,953,495

ERAS Capital LLC⁽²⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$0.65

02/06/2026

M⁽¹⁾

31,602

⁽³⁾

06/01/2028⁽³⁾

Common Shares⁽⁴⁾

31,602⁽⁴⁾

⁽⁵⁾

94,805⁽⁹⁾

Class A Special Shares

⁽⁶⁾

02/06/2026

M⁽⁷⁾

689

⁽⁶⁾

Common Shares

689

⁽⁶⁾

2,078⁽⁸⁾

Class B Special Shares

⁽⁶⁾

02/06/2026

M⁽⁷⁾

1,379

⁽⁶⁾

Common Shares

1,379

⁽⁶⁾

4,157⁽⁸⁾

Class C Special Shares

⁽⁶⁾

02/06/2026

M⁽⁷⁾

1,379

⁽⁶⁾

Common Shares

1,379

⁽⁶⁾

4,157⁽⁸⁾

Class D Special Shares

⁽⁶⁾

02/06/2026

M⁽⁷⁾

2,758

⁽⁶⁾

Common Shares

2,758

⁽⁶⁾

8,315⁽⁸⁾

Class E Special Shares

⁽⁶⁾

02/06/2026

M⁽⁷⁾

2,758

⁽⁶⁾

Common Shares

2,758

⁽⁶⁾

8,315⁽⁸⁾

Class F Special Shares

⁽⁶⁾

02/06/2026

M⁽⁷⁾

2,758

⁽⁶⁾

Common Shares

2,758

⁽⁶⁾

8,315⁽⁸⁾

Class G Special Shares

⁽⁶⁾

02/06/2026

M⁽⁷⁾

3,447

⁽⁶⁾

Common Shares

3,447

⁽⁶⁾

10,394⁽⁸⁾

Class H Special Shares

⁽⁶⁾

02/06/2026

M⁽⁷⁾

3,447

⁽⁶⁾

Common Shares

3,447

⁽⁶⁾

10,394⁽⁸⁾

Recent Analyst Ratings for

$TMC

Date	Price Target	Rating	Analyst
6/25/2025	$11.00	Neutral → Outperform	Wedbush
5/20/2025	$5.50	Buy	H.C. Wainwright
1/15/2025	$3.75	Buy	Alliance Global Partners
11/13/2023	$4.20	Buy	Cantor Fitzgerald
11/24/2021	$5.00	Neutral	Wedbush
11/12/2021	$3.00	Neutral	Piper Sandler
11/11/2021		Hold	Benchmark
11/11/2021		Hold	The Benchmark Company

More analyst ratings

Director Karkar Andrei exercised 31,602 shares at a strike of $0.65, increasing direct ownership by 8% to 425,611 units (SEC Form 4)

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Recent Analyst Ratings for
$TMC

Director Karkar Andrei exercised 31,602 shares at a strike of $0.65, increasing direct ownership by 8% to 425,611 units (SEC Form 4)

Crush Q1 2026 with the Best AI Superconnector

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$TMC

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