Form 4: TMC Director Michael Hess Granted 7.7M RSUs

TMC The Metals Company Inc. Director Michael Bernard Hess was granted 7,737,530 Restricted Stock Units (RSUs) on September 2, 2025, aligning his interests with future company performance.

Summary

• Michael Bernard Hess, a Director of TMC The Metals Company Inc. (TMC), reported the acquisition of 7,737,530 common shares in the form of Restricted Stock Units (RSUs).
• The transaction date for these RSU grants was September 2, 2025, with a reported price of $0.00 per share, indicating a grant rather than a purchase.
• One portion of the RSUs, totaling 237,530 shares, will vest over a three-year period: 1/3 on June 4, 2026, 1/3 on June 4, 2027, and 1/3 on June 4, 2028, subject to continued service.
• A larger portion of 7,500,000 RSUs will vest incrementally upon the achievement of specific market-based performance thresholds, also subject to continued service.
• Following these transactions, Michael Hess directly beneficially owns 7,737,530 common shares.
• Additionally, Mr. Hess indirectly beneficially owns 3,333,333 common shares through SS3H Ventures LLC, where he is the sole member with voting and dispositive power.

Sentiment

Score: 7

Explanation: The grant of significant equity awards to a director, especially performance-based ones, is generally viewed positively as it aligns management incentives with shareholder interests and signals confidence in future performance. However, it is a compensation event, not a direct operational or financial performance report.

Positives

• The grant of 7,737,530 RSUs to a director, Michael Bernard Hess, aligns management's long-term interests with shareholder value creation, as vesting is tied to continued service and market-based performance.
• The significant size of the performance-based RSU grant (7,500,000 shares) indicates a strong incentive for the director to drive the company's stock performance and achieve strategic goals.

Future Outlook

The RSU grants, particularly the 7,500,000 market-based performance RSUs, indicate an expectation for future stock price appreciation and the achievement of specific market-related performance thresholds. The service-based RSUs also tie the director's compensation to continued long-term commitment to the company through 2028.

Industry Context

NA

Corporate Governance

Related Party Transactions

• Michael Bernard Hess is the sole member of SS3H Ventures LLC, which indirectly holds 3,333,333 common shares of TMC. This establishes a related party relationship for beneficial ownership reporting.

Stakeholder Impact

• Shareholders: The RSU grants, particularly those tied to market-based performance, could be viewed positively as they incentivize the director to enhance shareholder value. It signals management's long-term commitment.
• Employees: While not directly impacting all employees, the compensation structure for a key director may set a precedent or reflect the company's overall approach to executive incentives.
• Management: The grants provide significant long-term incentives for Michael Bernard Hess, tying a substantial portion of his potential compensation to the company's future stock performance and his continued service.

Next Steps

• The company will continue to monitor the vesting of the RSUs based on the specified service and market-based performance conditions.
• Michael Bernard Hess will continue to serve as a Director, with his compensation structure now further tied to the company's long-term success.

Key Dates

Keywords

TMC The Metals Company, Michael Bernard Hess, Restricted Stock Units, RSUs, Insider Transaction, Director Compensation, Equity Grant, Beneficial Ownership, SEC Form 4, TMC