SCHEDULE: Hess, Engel, SS3H Ventures File Schedule 13D

Michael Bernard Hess, SS3H Ventures LLC, and Kelly J. Engel have jointly filed a Schedule 13D, reporting beneficial ownership of Metals Royalty Co Inc. common shares.

Summary

• Michael Bernard Hess, SS3H Ventures LLC, and Kelly J. Engel (collectively, the "Reporting Persons") have filed a Schedule 13D regarding their beneficial ownership of Metals Royalty Co Inc. common shares.
• Mr. Hess beneficially owns 3,500,000 shares (5.55% of the class), SS3H Ventures LLC beneficially owns 1,000,000 shares (1.59%), and Ms. Engel beneficially owns 1,000,000 shares (1.59%).
• The filing indicates that Mr. Hess was granted 1,000,000 shares on July 13, 2026, under the Issuer's 2025 Equity Incentive Plan at a deemed issue price of $5.93 per share, for which he made no payment.
• Mr. Hess was appointed as a director and non-executive Co-Chairman of Metals Royalty Co Inc. effective June 1, 2026.
• The Reporting Persons hold the shares for investment purposes and may acquire or dispose of shares depending on various market and investment considerations.
• Mr. Hess, in his director capacity, communicates with the Issuer's management and board regarding business, strategy, financial position, operations, and corporate governance.
• Certain shares held by Mr. Hess are subject to lock-up arrangements with specified release schedules.
• Restricted stock units (PSUs) and stock options have also been granted to Mr. Hess, with vesting tied to share price performance and continued service.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily reporting on ownership stakes and director appointments rather than new financial performance or strategic initiatives.

Positives

• Mr. Hess's appointment as director and non-executive Co-Chairman signifies a level of trust and involvement from the company's management.
• The grant of shares, RSUs, and options to Mr. Hess suggests a performance-based incentive structure aligned with increasing shareholder value.
• The Reporting Persons are holding shares for investment purposes, indicating a belief in the company's long-term prospects.

Negatives

• A significant portion of Mr. Hess's shares are subject to lock-up agreements, restricting immediate disposal and potentially limiting flexibility.
• The vesting of PSUs is contingent on the stock price reaching $30.00, $40.00, and $50.00, which may be challenging targets.

Risks

• Lock-up arrangements on Mr. Hess's shares restrict their immediate sale, potentially impacting liquidity for those specific holdings.
• The vesting of performance stock units (PSUs) is dependent on achieving specific, potentially high, stock price targets ($30, $40, $50) over a five-year period.
• The Reporting Persons reserve the right to acquire or dispose of shares at any time, which could lead to market volatility if significant transactions occur.

Future Outlook

The Reporting Persons hold the shares for investment purposes and reserve the right to acquire or dispose of additional securities or their current holdings based on ongoing evaluations, market conditions, and other investment considerations. Mr. Hess, as a director, will be involved in discussions regarding the Issuer's business, strategy, and initiatives.

Management Comments

• Mr. Hess, in his capacity as a director, communicates with the Issuer's other directors, the Issuer's management team, and/or other parties regarding a variety of topics concerning the Issuer, including, without limitation, the Issuer's business, strategy, financial position, operations, corporate governance, and/or current or future initiatives that may be proposed or adopted by the Issuer's management or board of directors.
• In addition, in his capacity as a director, Mr. Hess may be involved in proposing or reviewing transactions or initiatives relating to, and may have influence over, the corporate activities of the Issuer.

Industry Context

StockSavvy.ai notes that Schedule 13D filings typically signal significant ownership stakes or changes in control, often preceding strategic shifts or activist investor involvement. The appointment of a director with substantial equity grants and reporting obligations suggests a focus on aligning management incentives with shareholder value.

Management Changes

Stakeholder Impact

• Shareholders: The filing provides transparency on significant beneficial ownership and the involvement of a key individual (Mr. Hess) as a director, which may influence investor confidence.
• Management: Mr. Hess's role as director and Co-Chairman suggests potential influence on strategic decisions and corporate governance.
• Employees: The equity incentive plan and grants to Mr. Hess may indicate a broader strategy for employee compensation and alignment with company performance.

Next Steps

• Mr. Hess will continue to communicate with the Issuer's directors and management regarding the company's business and strategy.
• Shares subject to lock-up agreements will be released according to specified schedules.
• Performance stock units (PSUs) may vest if the stock price reaches target levels.
• The stock option granted to Mr. Hess may be exercised according to its vesting schedule.

Key Dates

Keywords

Schedule 13D, Beneficial Ownership, Metals Royalty Co Inc., Michael Bernard Hess, SS3H Ventures LLC, Kelly J. Engel, Director Appointment, Equity Incentive Plan