Sec Form 4 Filing - Greig Andrew Carlyle @ TMC the metals Co Inc. - 2026-01-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Greig Andrew Carlyle 2. Issuer Name and Ticker or Trading Symbol TMC the metals Co Inc. [ TMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TMC THE METALS COMPANY INC.,, 1111 WEST HASTINGS STREET, 15TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/08/2026 (Street) VANCOUVER, A1V6E 2J3 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 01/08/2026 M( 1 ) 11,578 A $ 0.52 4,459,497 D Common Shares 01/08/2026 M( 2 ) 578,931 A $ 2.6 5,038,428 D Common Shares 01/08/2026 M( 3 ) 31,602 A $ 0.65 5,070,030 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 0.52 01/08/2026 M( 1 ) 11,578 ( 4 ) 01/27/2026 Common Shares ( 5 ) 11,578 ( 5 ) ( 6 ) 0 D Stock Option (right to buy) $ 2.6 01/08/2026 M( 2 ) 578,931 ( 7 ) 01/27/2026 Common Shares ( 8 ) 578,931 ( 8 ) ( 6 ) 0 D Stock Option (right to buy) $ 0.65 01/08/2026 M( 3 ) 31,602 ( 9 ) 06/01/2028 Common Shares ( 10 ) 31,602 ( 10 ) ( 6 ) 94,805 ( 13 ) D Class A Special Shares ( 11 ) 01/08/2026 M( 12 ) 13,572 ( 11 ) ( 11 ) Common Shares 13,572 ( 11 ) 102,937 D Class B Special Shares ( 11 ) 01/08/2026 M( 12 ) 27,146 ( 11 ) ( 11 ) Common Shares 27,146 ( 11 ) 205,875 D Class C Special Shares ( 11 ) 01/08/2026 M( 12 ) 27,146 ( 11 ) ( 11 ) Common Shares 27,146 ( 11 ) 205,875 D Class D Special Shares ( 11 ) 01/08/2026 M( 12 ) 54,293 ( 11 ) ( 11 ) Common Shares 54,293 ( 11 ) 411,752 D Class E Special Shares ( 11 ) 01/08/2026 M( 12 ) 54,293 ( 11 ) ( 11 ) Common Shares 54,293 ( 11 ) 411,752 D Class F Special Shares ( 11 ) 01/08/2026 M( 12 ) 54,293 ( 11 ) ( 11 ) Common Shares 54,293 ( 11 ) 411,752 D Class G Special Shares ( 11 ) 01/08/2026 M( 12 ) 67,867 ( 11 ) ( 11 ) Common Shares 67,867 ( 11 ) 514,691 D Class H Special Shares ( 11 ) 01/08/2026 M( 12 ) 67,867 ( 11 ) ( 11 ) Common Shares 67,867 ( 11 ) 514,691 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Greig Andrew Carlyle C/O TMC THE METALS COMPANY INC., 1111 WEST HASTINGS STREET, 15TH FLOOR VANCOUVER, A1V6E 2J3 X Signatures /s/ Michelle Ancosky, Attorney-In-Fact 01/09/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the exercise of stock options to purchase 11,578 common shares for cash at an exercise price of $0.52 per common share. In accordance with the terms of the stock options, the Reporting Person was also issued 252 Class A Special Shares, 505 Class B Special Shares, 505 Class C Special Shares, 1,010 Class D Special Shares, 1,010 Class E Special Shares, 1,010 Class F Special Shares, 1,263 Class G Special Shares and 1,263 Class H Special Shares for no additional consideration. ( 2 )Represents the exercise of stock options to purchase 578,931 common shares for cash at an exercise price of $2.60 per common share. In accordance with the terms of the stock options, the Reporting Person was also issued 12,631 Class A Special Shares, 25,262 Class B Special Shares, 25,262 Class C Special Shares, 50,525 Class D Special Shares, 50,525 Class E Special Shares, 50,525 Class F Special Shares, 63,157 Class G Special Shares and 63,157 Class H Special Shares for no additional consideration. ( 3 )Represents the exercise of stock options to purchase 31,602 common shares for cash at an exercise price of $0.65 per common share. In accordance with the terms of the stock options, the Reporting Person was also issued 689 Class A Special Shares, 1,379 Class B Special Shares, 1,379 Class C Special Shares, 2,758 Class D Special Shares, 2,758 Class E Special Shares, 2,758 Class F Special Shares, 3,447 Class G Special Shares and 3,447 Class H Special Shares for no additional consideration. ( 4 )Was fully vested as of February 17, 2021. ( 5 )Also included the right to purchase the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares (collectively, the "Special Shares") set forth in Footnote 1 above. ( 6 )Received by the Reporting Person as described in the Form 3 submitted by the Reporting Person on October 12, 2022. ( 7 )Was fully vested as of July 1, 2020. ( 8 )Also included the right to purchase the Special Shares set forth in Footnote 2 above. ( 9 )These stock options vest in increments upon the occurrence of certain milestones, subject to continued service through each milestone. ( 10 )Also included the right to purchase the Special Shares set forth in Footnote 3 above. ( 11 )Each of the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares (collectively, the "Special Shares") automatically convert into common shares on a one for one basis, if on any twenty trading days within any thirty trading day period, the common shares trade for a price that is greater than or equal to the price threshold for such class of Special Shares (the "Price Threshold") described below, or in the event of certain changes of control. The Price Thresholds for the Special Shares are as follows: Class A Special Shares ($15.00), Class B Special Shares ($25.00), Class C Special Shares ($35.00), Class D Special Shares ($50.00), Class E Special Shares ($75.00), Class F Special Shares ($100.00), Class G Special Shares ($150.00), and Class H Special Shares ($200.00). ( 12 )Represents the aggregate amount of the specified class of Special Shares acquired upon the exercise of stock options referenced in Footnotes 1, 2 and 3 above. ( 13 )Also includes the right to purchase 2,069 Class A Special Shares, 4,137 Class B Special Shares, 4,137 Class C Special Shares, 8,274 Class D Special Shares, 8,274 Class E Special Shares, 8,274 Class F Special Shares, 10,343 Class G Special Shares and 10,343 Class H Special Shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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