Form 4: TMC Director Brendan May Granted Restricted Stock Units, Boosting Beneficial Ownership

TMC the metals company Inc. Director Brendan May was granted 22,371 restricted stock units (RSUs) as part of the company's nonemployee director compensation policy, increasing his total beneficial ownership to 266,790 common shares.

Summary

• Brendan May, a Director of TMC the metals company Inc. (TMC), acquired 22,371 common shares in the form of Restricted Stock Units (RSUs) on May 30, 2025.
• The RSUs were granted at a price of $0.00 per unit, pursuant to the Issuer's Nonemployee Director Compensation Policy under the 2021 Equity Incentive Plan.
• Each RSU represents the right to receive one common share upon vesting.
• The RSUs are scheduled to vest on the date of the Issuer's 2026 annual meeting of shareholders, contingent on Mr. May's continued service through that date.
• Following this transaction, Brendan May's total beneficial ownership of TMC common shares stands at 266,790.
• This filing also updates previous Form 4 disclosures from December 27, 2024, and March 6, 2025, to correctly reflect the updated beneficial ownership amounts.

Sentiment

Score: 5

Explanation: The document is a routine insider transaction disclosure (Form 4) for director compensation. It is neutral in sentiment as it reports a standard equity grant and does not contain information about company performance or strategic shifts that would typically influence sentiment.

Positives

• The grant of Restricted Stock Units (RSUs) to Director Brendan May aligns his interests with those of shareholders, as the value of his compensation is tied to the company's stock performance.
• The transaction is part of a standard nonemployee director compensation policy, indicating a structured approach to executive and director incentives.

Negatives

• The future vesting of these RSUs will result in a minor dilution of existing shareholders' equity, as new shares will be issued.

Risks

• The value of the granted RSUs to the reporting person is subject to the future market price of TMC common shares, introducing market risk for the compensation received.
• Continued service through the vesting date is a condition for the RSUs to convert into common shares, posing a forfeiture risk if service is terminated prematurely.

Future Outlook

The granted Restricted Stock Units are set to vest on the date of TMC's 2026 annual meeting of shareholders, subject to the director's continued service.

Industry Context

This Form 4 filing is a routine disclosure of insider compensation and does not provide information on broader industry trends or competitive landscape. It reflects standard corporate governance practices for compensating non-employee directors with equity.

Corporate Governance

Related Party Transactions

• The grant of Restricted Stock Units to Brendan May, a director of TMC, constitutes a related party transaction as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: Experience minor potential dilution upon the vesting of RSUs, but benefit from increased alignment of director interests with company performance.
• Employees: No direct impact mentioned, but the equity incentive plan framework may apply to other employees as well.
• Director (Brendan May): Receives equity compensation, aligning his financial interests with the company's long-term success.

Next Steps

• The Restricted Stock Units (RSUs) are expected to vest on the date of the Issuer's 2026 annual meeting of shareholders, provided Brendan May continues his service as a director.

Key Dates

Keywords

SEC Form 4, TMC the metals company Inc., TMC, Brendan May, Restricted Stock Units, RSUs, Director Compensation, Insider Transaction, Equity Incentive Plan, Beneficial Ownership