TMC the metals Co Inc. 10-Q

ITEM 5. OTHER INFORMATION. 10b5-1 Trading Arrangements During the three months ended March 31, 2025, 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. Board Observer Agreement On May 12, 2025, we entered into a Board Observer Agreement with Zachary A. Wydra, the Chief Executive Officer of First Manhattan Co. LLC and related entities and portfolio manager of certain accounts managed by First Manhattan Co. LLC, a beneficial owner of more than five percent (5%) of our issued and outstanding common shares, under which Mr. Wydra will serve as a non-voting observer to our board of directors, whereby he may have access to certain information and attend and provide input at meetings of our board of directors, subject to certain limitations. Mr. Wydra will not receive any compensation for his role as a board observer. The foregoing description of the Board Observer Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Board Observer Agreement which we expect to attach as an Exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and incorporated therein by reference. ​ 47 ​ 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 10.1 ​ Letter Agreement, dated March 24, 2025, by and among the Company, Allseas Investments SA and Argentum Cedit Virtuti GCV ​ ​ ​ Form 10-K (Exhibit 10.41) ​ 03/27/2025 ​ 001-39281 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.2 ​ Third Amendment to the Unsecured Credit Facility, dated March 26, 2025, by and between TMC the metals company Inc. and Gerard Barron and ERAS Capital LLC ​ ​ ​ Form 10-K (Exhibit 10.45) ​ 03/2 7 /2025 ​ 001-39281 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.3 ​ Form of Class C Warrant to Purchase Common Shares ​ ​ ​ Form 8-K (Exhibit 4.1) ​ 05/12/2025 ​ 001-39281 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.4 ​ Form of Securities Purchase Agreement ​ ​ ​ Form 8-K (Exhibit 10.1) ​ 05/12/2025 ​ 001-39281 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ X ​ ​ ​ ​ ​ 001-39281 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 ​ ​ ​ ​ ​ ​ * 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. ​ 48 ​ 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, 2025 By: /s/ Gerard Barron ​ ​ ​ Gerard Barron ​ ​ ​ Chief Executive Officer ​ ​ ​ ​ ​ Date: May 14, 2025 By: /s/ Craig Shesky ​ ​ ​ Craig Shesky ​ ​ ​ Chief Financial Officer ​ ​ ​ 49