TMC the metals Co Inc. 10-Q

ITEM 5. OTHER INFORMATION. 10b5-1 Trading Arrangements During the three months ended March 31, 2026, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K. Issuance of Common Shares to Allseas On May 11, 2026, the Company entered into the Contract for Development Work and Commercial Production (the “Agreement”) with Allseas Deepsea Marine Contractors, a subsidiary of Allseas Group S.A. (“Allseas”). Pursuant to the Agreement, the Company will issue to Allseas Group S.A. 7,377,835 common shares (the “Shares”) in settlement of the March 31, 2026 amount owing of $32.1 million for development work previously performed by Allseas Group S.A. and its affiliates in connection with the nodule collection system and an additional $2.3 million of initial costs as negotiated. A final share settlement of additional costs up to the date of this agreement is to be completed in accordance with the terms of the Agreement. The final Share Settlement Amount and corresponding number of Shares are subject to determination in accordance with the terms of the Agreement and have not been finally determined as of the date of this Quarterly Report. As prescribed in the Agreement, the settlement in shares is calculated using a VWAP over the 20 days preceding the effective date as stipulated in the Agreement, less a discount of 10%. Pursuant to the Agreement, Incurred Costs up to the signing of this agreement, not yet invoiced by Allseas, will be payable in any event, which the Company expects to settle in cash through production revenues, in accordance with the terms of the Agreement. The Shares will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering. Allseas Group S.A. is a sophisticated investor and the Company’s largest strategic shareholder. The Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. ​ 43 ​ Table of Contents ITEM 6. EXHIBITS. The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. Exhibit Number ​ ​ ​ Exhibit Description ​ ​ ​ Filed Herewith ​ ​ ​ Incorporated by Reference Herein from Form or Schedule ​ ​ ​ Filing Date ​ ​ ​ SEC File/ Reg. Number 3.1† ​ Notice of Articles of TMC the metals company Inc. ​ ​ ​ Form 10-K (Exhibit 3.1) ​ March 31, 2026 ​ 001-39281 3.2 ​ Articles of TMC the metals company Inc. ​ ​ ​ Form 8-K (Exhibit 3.3) ​ January 2, 2026 ​ 001-39281 10.1† ​ Contract For Development Work and Commercial Production, dated May 11, 2026, with Allseas Deepsea Marine Contractors ​ X ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ X ​ ​ ​ ​ ​ ​ 31.2 ​ Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ X ​ ​ ​ ​ ​ ​ 32* ​ Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ X ​ ​ ​ ​ ​ ​ 101.INS ​ Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) ​ X ​ ​ ​ ​ ​ ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ X ​ ​ ​ ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ X ​ ​ ​ ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ X ​ ​ ​ ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document ​ X ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document) ​ X ​ ​ ​ ​ ​ ​ † Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (A) (i) are not material and (ii) is the type of information that the Company treats as private or confidential or (B) are of a personal nature under Regulation S-K Item 601 (a)(6). * The certifications attached as Exhibit 32 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of TMC the metals company Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of such Form 10-Q), irrespective of any general incorporation language contained in such filing. 44 ​ Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ ​ ​ TMC THE METALS COMPANY INC. ​ ​ ​ ​ Date: May 14, 2026 By: /s/ Gerard Barron ​ ​ ​ Gerard Barron ​ ​ ​ Chief Executive Officer ​ ​ ​ ​ ​ Date: May 14, 2026 By: /s/ Craig Shesky ​ ​ ​ Craig Shesky ​ ​ ​ Chief Financial Officer ​ ​ ​ 45