SCHEDULE 13D: First Manhattan Co. Discloses 6.5% Stake in TMC the metals Co. and Appoints Board Observer

First Manhattan Co. LLC and its affiliates have disclosed a 6.5% 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 (the "Reporting Persons") have filed a Schedule 13D regarding their beneficial ownership in TMC the metals Co Inc.
• The Reporting Persons collectively beneficially own 22,991,050 shares of TMC Common Stock, representing approximately 6.5% of the Issuer's currently outstanding shares.
• This total includes 5,237,500 shares underlying warrants exercisable within 60 days.
• Zachary A. Wydra, CEO of First Manhattan Co. LLC, personally owns 4,625,000 shares, which includes 375,000 shares of common stock underlying warrants exercisable within 60 days.
• The aggregate purchase price for the Common Stock held by the Reporting Persons is $17,594,806.50, funded using available funds in their investment accounts.
• The initial acquisition was based on the belief that the Common Stock represented an attractive investment opportunity.
• On May 12, 2025, Mr. Wydra was appointed as a Board Observer to the Issuer's Board of Directors, expecting to participate in discussions regarding the Issuer's business, operations, and strategy.

Sentiment

Score: 7

Explanation: The filing indicates a significant institutional investor taking a more active role in the company through a Board Observer position, which can be viewed positively for corporate governance and strategic direction. While there have been recent sales, the overall intent is to engage and potentially influence the company's future.

Positives

• A significant institutional investor, First Manhattan Co. LLC, has taken a 6.5% beneficial ownership stake in TMC the metals Co Inc., indicating confidence in the company's long-term prospects.
• Zachary A. Wydra, CEO of First Manhattan Co. LLC, has been appointed as a Board Observer, suggesting increased oversight and potential strategic input from a major shareholder.
• The Reporting Persons initially acquired the Common Stock because they believed it represented an attractive investment opportunity.

Negatives

• The Reporting Persons have sold shares of TMC Common Stock in the open market during the past 60 days, including 25,000 shares on March 24, 2025, at $1.80 per share; 175,000 shares on April 8, 2025, at $1.69 per share; 100,000 shares on April 14, 2025, at $2.51 per share; 120,000 shares on April 15, 2025, at $3.16 per share; 7,985 shares on April 16, 2025, at $2.98 per share; 280,000 shares on April 24, 2025, at $3.62 per share; 1,250 shares on April 28, 2025, at $3.74 per share; 50,000 shares on May 1, 2025, at $3.38 per share; and 25,000 shares on May 9, 2025, at $3.00 per share.

Risks

• The Reporting Persons' future actions, including acquiring or selling additional shares, will depend on various factors such as the outcome of discussions with management and the board, current and future trading prices for the shares, the Issuer's financial condition, results of operations and prospects, other investment opportunities, conditions in the securities markets, and general economic conditions.

Future Outlook

The Reporting Persons may from time to time acquire additional shares of Common Stock and warrants or sell shares of Common Stock in the open market, in privately negotiated transactions or otherwise. Zachary A. Wydra, as a Board Observer, expects to participate in discussions with TMC management, the Board of Directors, other shareholders, and relevant parties regarding the Issuer's business, operations, and strategy.

Industry Context

This filing indicates increased investor activism and engagement within the metals industry, specifically for TMC the metals Co Inc., a company known for its focus on deep-sea minerals. The appointment of a Board Observer from a significant investment firm suggests a heightened level of scrutiny and potential strategic influence on the company's future direction and operations.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for enhanced corporate governance and strategic direction due to active engagement from a significant institutional investor.
• Management: Increased scrutiny and engagement from a major shareholder, potentially leading to more robust strategic discussions.

Next Steps

• Zachary A. Wydra will participate in discussions with TMC management, the Board of Directors, other shareholders, and relevant parties regarding the Issuer's business, operations, and strategy.
• The Reporting Persons may acquire additional shares of Common Stock and warrants or sell existing shares in the open market or privately negotiated transactions.

Key Dates

Recommendation

Keywords

TMC the metals Co Inc., Schedule 13D, First Manhattan Co., Beneficial Ownership, Board Observer, Investment Advisory, Corporate Governance, Metals Industry, SEC Filing