Form 4: TMC Metals Company Director Andrei Karkar Increases Beneficial Ownership Through RSU Grants

Andrei Karkar, a Director and 10% owner of TMC the metals company Inc., increased his direct beneficial ownership by acquiring 41,334 common shares through restricted stock unit grants.

Summary

• Andrei Karkar, a Director and 10% owner of TMC the metals company Inc. (TMC), acquired a total of 41,334 common shares on May 30, 2025, through restricted stock unit (RSU) grants.
• Of the acquired shares, 18,963 RSUs vested immediately upon issuance as compensation under the Issuer's Nonemployee Director Compensation Policy and 2021 Equity Incentive Plan.
• An additional 22,371 RSUs were granted under the same policy and plan, with vesting scheduled for the date of the Issuer's 2026 annual meeting of shareholders, contingent on Mr. Karkar's continued service.
• Following these transactions, Mr. Karkar directly beneficially owns 330,327 common shares.
• Mr. Karkar also indirectly beneficially owns 60,953,495 common shares through ERAS Capital LLC, where he serves as the managing member and shares voting and dispositive power.
• The reported price for these RSU acquisitions was $0.00 per share, typical for compensation grants.

Sentiment

Score: 7

Explanation: The sentiment is positive as a key insider is increasing their beneficial ownership through equity grants, aligning their interests with the company's long-term performance. This is a standard compensation practice and generally viewed favorably by investors.

Positives

• The acquisition of shares by a Director and 10% owner, even as compensation, demonstrates continued alignment of management's interests with those of shareholders.
• The immediate vesting of 18,963 RSUs provides immediate equity ownership to the director.
• The grant of 22,371 RSUs with future vesting incentivizes continued service and long-term commitment from a key director.

Risks

• The future vesting of 22,371 RSUs is subject to the reporting person's continued service through the vesting date, which introduces a contingency for full realization of these shares.

Future Outlook

A portion of the RSU grants (22,371 shares) are set to vest on the date of the Issuer's 2026 annual meeting of shareholders, contingent on Andrei Karkar's continued service to the company.

Management Comments

• The Reporting Person was granted restricted stock units (RSUs) under the Issuer's 2021 Equity Incentive Plan in lieu of cash compensation under the Nonemployee Director Compensation Policy.
• Each RSU represents the right to receive one common share upon vesting.
• Andrei Karkar, as the managing member of ERAS Capital LLC, shares voting and dispositive power over the securities held by ERAS and may be deemed to beneficially own such securities, but disclaims beneficial ownership beyond any pecuniary interest.

Industry Context

This Form 4 filing reflects a standard practice of compensating non-employee directors with equity, aligning their interests with long-term shareholder value. Such grants are common across various industries, particularly in growth-oriented companies, to retain and incentivize key leadership.

Corporate Governance

Related Party Transactions

• The grant of restricted stock units to Andrei Karkar, a Director and 10% owner, constitutes a related party transaction as it involves compensation provided to an insider.

Stakeholder Impact

• Shareholders: Increased insider ownership aligns the interests of a key director with those of public shareholders, potentially signaling confidence in the company's future.
• Employees: The use of an Equity Incentive Plan for director compensation may reflect a broader company philosophy of equity-based incentives, which could extend to employees.

Next Steps

• Andrei Karkar's continued service to TMC the metals company Inc. is required for the vesting of 22,371 RSUs at the 2026 annual meeting of shareholders.

Key Dates

Recommendation

Keywords

SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Grant, Beneficial Ownership, Director Compensation, Equity Incentive Plan, TMC the metals company Inc., Andrei Karkar, ERAS Capital LLC