SCHEDULE 13D/A: First Manhattan Co. Discloses 4.9% Stake in TMC the metals Co, CEO Appointed Board Observer

First Manhattan Co. and its affiliates have disclosed a 4.9% beneficial ownership stake in TMC the metals Co Inc., with CEO Zachary A. Wydra appointed as a Board Observer to engage in strategic discussions.

Summary

• First Manhattan Co. LLC, Zachary A. Wydra, FMC Group Holdings LP, and First Manhattan Management LLC (Reporting Persons) collectively beneficially own 17,619,789 shares of TMC Common Stock.
• This represents approximately 4.9% of TMC the metals Co Inc.'s outstanding Common Stock, based on 362,186,002 shares as of May 13, 2025.
• The aggregate purchase price for the Common Stock is $20,642,346, funded through investment accounts and a cashless stock option exercise.
• Zachary A. Wydra, CEO of First Manhattan Co. LLC, became a Board Observer of TMC's Board of Directors on May 12, 2025.
• Mr. Wydra personally owns 4,137,286 shares of the Common Stock.
• The Reporting Persons initially acquired the shares believing it was an attractive investment opportunity.
• Recent transactions (past 60 days) include multiple sales of shares at prices ranging from $4.10 to $7.12, and a cashless stock option exercise at $6.70.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to a significant institutional investment and the appointment of a Board Observer, indicating strategic interest and potential for enhanced governance. However, recent selling activity by the reporting persons introduces a degree of caution.

Positives

• A significant institutional investor, First Manhattan Co., has taken a substantial stake in TMC the metals Co, indicating confidence in the company's long-term prospects.
• The appointment of Zachary A. Wydra, CEO of First Manhattan Co., as a Board Observer suggests active engagement and potential strategic input from a major shareholder.
• The Reporting Persons' stated intention to participate in discussions regarding the Issuer's business, operations, and strategy could lead to enhanced corporate governance and strategic direction.

Negatives

• The Reporting Persons have engaged in significant selling activity of TMC shares over the past 60 days, including sales at prices ranging from $4.10 to $7.12, which could indicate a partial reduction of exposure or profit-taking.
• A large portion of the shares (1,393,929) were retained by the company through a cashless stock option exercise on June 18, 2025, at $6.70, which is a form of share disposition by the holder.

Risks

• The Reporting Persons may from time to time acquire additional shares or sell shares in the open market, in privately negotiated transactions, or otherwise, which could introduce volatility to the stock price.
• Future actions regarding their investment are dependent on various factors including trading prices, the Issuer's financial condition, market conditions, and other investment opportunities, creating uncertainty regarding their long-term commitment.

Future Outlook

The Reporting Persons may acquire additional shares or warrants, or sell shares, in the open market or privately, based on factors such as trading prices, the Issuer's financial condition, market conditions, and other investment opportunities. They expect to participate in discussions with management and the Board regarding the Issuer's business, operations, and strategy.

Management Comments

• Zachary A. Wydra expects to participate in discussions with management of the Issuer, the Board of Directors of the Issuer, other shareholders of the Issuer, and other relevant parties with respect to the Issuer's business, operations, strategy, and related matters.

Industry Context

This filing indicates a significant investment and strategic engagement by a major financial advisory firm in a company operating in the metals industry. Such an investment, coupled with a Board Observer role, suggests a belief in the long-term potential of the company within its sector, potentially signaling a positive outlook for deep-sea mining or critical minerals, depending on TMC's specific focus.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders: Increased institutional ownership and active engagement from a major investor could lead to improved strategic direction and potentially enhanced shareholder value. However, ongoing share sales by the reporting persons could create selling pressure.
• Management: Will engage in discussions with Zachary A. Wydra, potentially leading to new strategic insights or challenges to existing plans.
• Board of Directors: The addition of a Board Observer will introduce a new perspective and direct input from a significant shareholder.

Next Steps

• Zachary A. Wydra will participate in discussions with TMC management, Board of Directors, and other shareholders regarding the Issuer's business, operations, and strategy.
• The Reporting Persons may acquire additional shares of Common Stock and warrants or sell shares of Common Stock in the open market, in privately negotiated transactions, or otherwise.
• The Reporting Persons may change their intentions regarding their investment in TMC based on various factors.

Key Dates

Recommendation

Keywords

TMC the metals Co Inc., First Manhattan Co., Zachary A. Wydra, Schedule 13D, Beneficial Ownership, Board Observer, Investment Advisory, Common Shares, SEC Filing, Shareholder Activism, Strategic Investment, Metals Industry