TMC the metals Co Inc. 10-Q

ITEM 5. OTHER INFORMATION. 10b5-1 Trading Arrangements During the three months ended June 30, 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. ​ 55 ​ 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. ​ X ​ ​ ​ ​ ​ ​ 3.2 ​ Articles of TMC the metals company Inc. ​ ​ ​ Form 8-K (Exhibit 3.2) ​ September 15, 2021 ​ 001-39281 3.3 ​ Amendment to Company’s Articles, adopted May 29, 2025 ​ ​ ​ Form 8-K (Exhibit 3.1) ​ June 4, 2025 ​ 001-39281 4.1 ​ Form of Class C Common Share Purchase Warrant ​ ​ ​ Form 8-K (Exhibit 4.1) ​ May 12, 2025 ​ 001-39281 4.2 ​ Common Share Purchase Warrant, dated May 29, 2025, issued to the Government of the Republic of Nauru ​ ​ ​ Form 8-K (Exhibit 4.1) ​ June 4, 2025 ​ 001-39281 4.3 ​ Waiver to Class B Common Share Purchase Warrants, dated as of June 17, 2025 ​ ​ ​ Form 8-K (Exhibit 4.1) ​ June 18, 2025 ​ 001-39281 4.4 ​ Common Share Purchase Warrant, dated as of June 25, 2025, issued to Korea Zinc Company, Ltd. ​ X ​ ​ ​ ​ ​ ​ 4.5 ​ Common Share Purchase Warrant, dated as of August 4, 2025, issued to The Kingdom of Tonga ​ ​ ​ Form 8-K (Exhibit 4.1) ​ August 4, 2025 ​ 001-39281 10.1 ​ Form of Securities Purchase Agreement, dated as of May 12, 2025, by and among the Company and the purchasers set forth therein ​ ​ ​ Form 8-K (Exhibit 10.1) ​ May 12, 2025 ​ 001-39281 10.2 † ​ Sponsorship Agreement, revised May 29, 2025, by and among The Republic of Nauru, The Nauru Seabed Minerals Authority and Nauru Ocean Resources Inc. ​ ​ ​ Form 8-K (Exhibit 10.1) ​ June 4, 2025 ​ 001-39281 10.3 † ​ Deed of Guarantee and Indemnity, dated May 29, 2025, by and between the Company and The Republic of Nauru ​ ​ ​ Form 8-K (Exhibit 10.2) ​ June 4, 2025 ​ 001-39281 10.4 †† ​ Services Agreement, dated June 4, 2025, by and between the Company and Michael B. Hess ​ ​ ​ Form 8-K (Exhibit 10.3) ​ June 4, 2025 ​ 001-39281 10.5 †† ​ Securities Purchase Agreement, dated as of June 16, 2025, by and between the Company and Korea Zinc Company, Ltd. ​ X ​ ​ ​ ​ ​ ​ 10.6 †† ​ Board Observer Agreement, dated as of May 12, 2025, by and between the Company and Zachary A. Wydra ​ X ​ ​ ​ ​ ​ ​ 10.7 †† ​ Services Agreement, dated as of June 12, 2025, by and between the Company and Alex Spiro ​ X ​ ​ ​ ​ ​ ​ 10.8 †† ​ Board Observer Agreement, dated as of July 14, 2025, by and between the Company and Yun B. Choi ​ X ​ ​ ​ ​ ​ ​ 56 ​ Table of Contents 10.9 †† ​ Sponsorship Agreement, dated August 4, 2025, among The Government of The Kingdom of Tonga and Tonga Offshore Mining Limited ​ ​ ​ Form 8-K (Exhibit 10.1) ​ August 4, 2025 ​ 001-39281 10.10 ​ Deed of Guarantee and Indemnity, dated August 4, 2025, by TMC the metals company Inc. in favor of The Kingdom of Tonga ​ ​ ​ Form 8-K (Exhibit 10.2) ​ August 4, 2025 ​ 001-39281 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 (i) are not material and (ii) is the type of information that the Company treats as private or confidential. †† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. * 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. ​ 57 ​ 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: August 14, 2025 By: /s/ Gerard Barron ​ ​ ​ Gerard Barron ​ ​ ​ Chief Executive Officer ​ ​ ​ ​ ​ Date: August 14, 2025 By: /s/ Craig Shesky ​ ​ ​ Craig Shesky ​ ​ ​ Chief Financial Officer ​ ​ ​ 58