Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The company’s internal control over financial reporting includes those policies and procedures that:
● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
As of December 31, 2025, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that, as of December 31, 2025, our internal controls over financial reporting, were effective, following the remediation of a material weakness discussed below.
As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report on Form 10-K”), management identified a material weakness in the operating effectiveness of our internal control over the accounting for significant, non-routine transactions that resulted from the inadequate and untimely involvement of stakeholders and technical advisors with an appropriate level of expertise to account for significant, non-routine transactions. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.
This material weakness resulted in errors in the financial statements and related disclosures in our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2023, and for the six months ended June 30, 2023 and nine months ended September 30, 2023. See Note 23 to the audited consolidated financial statements for the year ended December 31, 2023, included in our 2023 Annual Report on Form 10-K for more information about these errors and our revisions to these previously issued financial statements.
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In order to remediate this material weakness, we developed a policy to assist with the identification of significant, non-routine transactions and to define the processes to follow in addressing the accounting and reporting requirements of these transactions. In addition, we rolled out training on processes and controls related to significant, non-routine transactions and identifying circumstances under which we use technical advisors in connection with evaluating such transactions. In 2025, we identified several significant, non-routine transactions that occurred, and we applied the processes as required under the new policy. The new policy, processes and training worked as designed and resulted with the proper accounting and reporting of these significant, non-routine transactions in 2025. As a result, our management concluded that the material weakness had been remediated.
Changes in Internal Control over Financial Reporting
Except as noted above, there were no changes in our internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the fourth quarter of the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Item 9B. OTHER INFORMATION
During the fiscal quarter ended December 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.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
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PART III
Item 10 . DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Management and Corporate Governance,” “Code of Business Conduct and Ethics” and “Delinquent Section 16(a) Reports”, if applicable, in our Proxy Statement for the 2026 annual meeting of shareholders (the “Proxy Statement”) to be filed with the SEC within 120 days of the fiscal year ended December 31, 2026 and any other applicable sections of the Proxy Statement.
Item 11. EXECUTIVE COMPENSATION
The response to this item is incorporated by reference from the discussion responsive thereto under the caption “ Executive Officer and Director Compensation ” in the Proxy Statement and any other applicable sections of the Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Proxy Statement and any other applicable sections of the Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Certain Relationships and Related Person Transactions” and “Management and Corporate Governance” in the Proxy Statement and any other applicable sections of the Proxy Statement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The response to this item is incorporated by reference from the discussion responsive thereto under the caption “Proposal No. 3 - Appointment of the Independent Registered Public Accounting Firm” in the Proxy Statement and any other applicable sections of the Proxy Statement.
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PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) Financial Statements.
See “Index to Financial Statements and Financial Statement Schedules” under Part II, Item 8 to this Annual Report.
(2) Financial Statement Schedules.
Financial Statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.
(3) Exhibits.
Exhibit
Number
Exhibit Description
Filed
with this
Report
Incorporated by
Reference
herein from
Form or
Schedule
Filing Date
SEC File/Reg.
Number
2.1††
Business Combination Agreement, dated as of March 4, 2021, by and among Sustainable Opportunities Acquisition Corp., 1291924 B.C. Unlimited Liability Company and DeepGreen Metals Inc.
Form 8-K
(Exhibit 2.1)
3/4/2021
001-39281
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 3.3)
1/2/2026
001-39281
4.1
Description of Securities
X
4.2
TMC the metals company Inc. Common Share Certificate
Form 8-K
(Exhibit 4.1)
9/15/2021
001-39281
4.3
Warrant Agreement, dated as of May 8, 2020, between Continental Stock Transfer & Trust Company and Sustainable Opportunities Acquisition Corp.
Form 8-K
(Exhibit 4.1)
5/8/2020
001-39281
4.4
Form of Class A Warrant to Purchase Common Stock
Form 8-K
(Exhibit 4.1)
8/14/2023
001-39281
4.5.1
Form of Class B Warrant to Purchase Common Stock
Form 8-K
(Exhibit 4.1)
11/15/2024
001-39281
4.5.2
Waiver to Class B Common Share Purchase Warrant
Form 8-K
(Exhibit 4.1)
6/18/2025
001-39281
4.6
Form of Class C Warrant to Purchase Common Stock
Form 8-K
(Exhibit 4.1)
5/12/2025
001-39281
4.7
Common Share Purchase Warrant, dated May 29, 2025, issued to the Government of the Republic of Nauru
Form 8-K
(Exhibit 4.1)
6/4/2025
001-39281
4.8
Common Share Purchase Warrant, dated August 4, 2025, issued to The Kingdom of Tonga
Form 8-K
(Exhibit 4.1)
8/4/2025
001-39281
4.9
Common Share Purchase Warrant, dated June 25, 2025, issued to Korea Zinc Company, Ltd.
Form 10-Q
(Exhibit 4.4)
8/14/2025
001-39281
10.1.1†
Strategic Alliance Agreement, dated as of March 29, 2019, by and between DeepGreen Metals Inc. and Allseas Group S.A.
Form S-4
(Exhibit 10.7)
4/8/2021
333-255118
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10.1.2†
Third Amendment to Pilot Mining Test Agreement and First Amendment to Strategic Alliance Agreement, dated as of March 4, 2021, by and between DeepGreen Metals Inc. and Allseas Group S.A.
Form S-4
(Exhibit 10.9)
4/8/2021
333-255118
10.1.3
Fourth Amendment to Pilot Mining Test Agreement and Second Amendment to Strategic Alliance Agreement, dated as of June 30, 2021, by and between DeepGreen Metals Inc. and Allseas Group S.A.
Form S-4/A
(Exhibit 10.23)
7/14/2021
333-255118
10.1.4
Fifth Amendment to Pilot Mining Test Agreement and Third Amendment to Strategic Alliance Agreement, effective as of February 8, 2023, by and among DeepGreen Engineering Pte Ltd, DeepGreen Metals Inc., TMC the metals company Inc. and Allseas Group S.A.
Form 8-K
(Exhibit 10.1)
2/17/2023
001-39281
10.2
Exclusive Vessel Use Agreement, dated August 1, 2023, by and between TMC the metals company Inc. and Allseas Group S.A.
Form 8-K
(Exhibit 10.1)
8/1/2023
001-39281
10.3†
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)
8/4/2025
001-39281
10.4†
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)
8/4/2025
001-39281
10.5†
Sponsorship Agreement, dated May 29, 2025, among the Government of the Republic of Nauru, the Nauru Seabed Minerals Authority, and Nauru Ocean Resources Inc.
Form 8-K
(Exhibit 10.1)
6/4/2025
001-39281
10.6†
Deed of Guarantee and Indemnity, dated May 29, 2025, by TMC the metals company Inc. in favor of the Government of the Republic of Nauru
Form 8-K
(Exhibit 10.2)
6/4/2025
001-39281
10.7
Certificate of the Sponsorship signed by the Government of Nauru on April 11, 2011
Form S-4/A
(Exhibit 10.24)
7/29/2021
333-255118
10.8
ISA Contract for Exploration (Republic of Nauru) dated as of July 22, 2011
Form S-4
(Exhibit 10.15)
4/8/2021
333-255118
10.9
ISA Contract for Exploration (Kingdom of Tonga) dated as of January 11, 2012
Form S-4
(Exhibit 10.16)
4/8/2021
333-255118
10.10+
Form of Indemnity Agreement
Form 8-K
(Exhibit 10.18)
9/15/2021
001-39281
10.11+
Nonemployee Director Compensation Policy
Form 8-K
(Exhibit 10.19)
9/15/2021
001-39281
10.12+
Employment Agreement, dated April 16, 2024, by and between DeepGreen Metals UAE and Gerard Barron
Form 8-K
(Exhibit 10.1)
4/18/2024
001-39281
10.13+
Amended and Restated Employment Agreement, dated November 11, 2022, by and between TMC the metals company Inc. and Erika Ilves
Form 10-K/A
(Exhibit 10.16)
4/18/2024
001-39281
10.14+
Amended and Restated Employment Agreement, dated May 6, 2022, by and between DeepGreen Resources, LLC and Craig Shesky
Form 10-Q
(Exhibit 10.2)
5/9/2022
001-39281
10.15.1+
TMC the metals company Inc. 2021 Incentive Equity Plan, as amended
Form 8-K
(Exhibit 10.1)
8/29/2025
001-39281
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10.15.2+
Form of Stock Option Agreement under TMC the metals company Inc. 2021 Incentive Equity Plan
Form 8-K
(Exhibit 10.23.2)
9/15/2021
001-39281
10.15.3+
Form of Restricted Stock Unit Agreement under TMC the metals company Inc. 2021 Incentive Equity Plan
Form 8-K
(Exhibit 10.23.3)
9/15/2021
001-39281
10.16.1+
DeepGreen Metals Inc. Stock Option Plan and Form of Stock Option Agreement thereunder
Form S-4/A
(Exhibit 10.20)
5/27/2021
333-255118
10.16.2+
Amendment to DeepGreen Metals Inc. Stock Option Plan
Form S-4/A
(Exhibit 10.21)
5/27/2021
333-255118
10.17+
TMC the metals company Inc. 2021 Employee Stock Purchase Plan
Form S-8
(Exhibit 99.1)
5/31/2022
333-265318
10.18†
Services Agreement, dated April 9, 2024 by and between TMC the metals company Inc. and Steve Jurvetson
Form 8-K
(Exhibit 10.1)
4/11/2024
001-39281
10.19††
Services Agreement, dated June 2, 2025, by and between the Company and Michael B. Hess
Form 8-K
(Exhibit 10.3)
6/4/2025
001-39281
10.20††
Services Agreement, dated June 12, 2025, by and between the Company and Alex Spiro
Form 10-Q
(Exhibit 10.7)
8/14/2025
001-39281
10.21††
Board Observer Agreement, dated as of May 12, 2025, by and between the Company and Zachary A. Wydra
Form 10-Q
(Exhibit 10.6)
8/14/2025
001-39281
10.22††
Board Observer Agreement, dated as of July 14, 2025, by and between the Company and Yun B. Choi
Form 10-Q
(Exhibit 10.8)
8/14/2025
001-39281
10.23
Amended and Restated Registration Rights Agreement, by and between Sustainable Opportunities Acquisition Corp., Sustainable Opportunities Holdings LLC, the parties listed under Sponsor Group Holders on the signature page(s) thereto and the parties listed under DeepGreen Holders on the signature page(s) thereto
Form S-4/A
(Exhibit 10.5 – Annex H)
8/5/2021
333-255118
10.24
Form of Securities Purchase Agreement, dated August 14, 2023
Form 8-K
(Exhibit 10.1)
8/14/2023
001-39281
10.25.1
Form of Securities Purchase Agreement, dated November 14, 2024
Form 8-K
(Exhibit 10.1)
11/15/2024
001-39281
10.25.2
Form of First Amendment to Securities Purchase Agreement, dated November 26, 2024
Form 8-K
(Exhibit 10.1)
11/26/2024
001-39281
10.26
Form of Securities Purchase Agreement, dated May 12, 2025
Form 8-K
(Exhibit 10.1)
5/12/2025
001-39281
10.27††
Securities Purchase Agreement, dated June 16, 2025, by and between the Company and Korea Zinc Company, Ltd.
Form 10-Q
(Exhibit 10.5)
8/14/2025
001-39281
10.28†
Royalty Agreement, dated February 21, 2023 by and among TMC the metals company Inc., Nauru Ocean Resources Inc. and Low Carbon Royalties Inc.
Form 8-K
(Exhibit 10.1)
2/22/2023
001-39281
10.29†
Investor Rights Agreement dated February 21, 2023 by and among TMC the metals company Inc., Brian Paes-Braga and Low Carbon Royalties Inc.
Form 8-K
(Exhibit 10.2)
2/22/2023
001-39281
10.30.1†
Unsecured Credit Facility, dated March 22, 2024, by and among TMC the metals company Inc., Gerard Barron and ERAS Capital LLC
Form 10-K
(Exhibit 10.34)
3/25/2024
001-39281
186
Table of Contents
10.30.2†
First Amendment to the Unsecured Credit Facility, dated August 13, 2024, by and between TMC the metals company Inc. and Gerard Barron and ERAS Capital LLC
Form 10-Q
(Exhibit 10.5)
8/14/2024
001-39281
10.30.3
Second Amendment to the Unsecured Credit Facility, dated November 14, 2024, by and between TMC the metals company Inc. and Gerard Barron and ERAS Capital LLC
Form 10-K
(Exhibit 10.44)
3/27/2025
001-39281
10.30.4
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)
3/27/2025
001-39281
19††
Insider Trading Policy
X
21.1
List of Subsidiaries
X
23.1
Consent of Ernst & Young LLP
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
96.1
S-K 1300 NORI Area D Technical Report, dated August 4, 2025
Form 8-K
(Exhibit 96.1)
8/4/2025
001-39281
96.2
Technical Report Summary—Initial Assessment of TOML and NORI Properties, Clarion-Clipperton Zone, dated August 4, 2025
Form 8-K
(Exhibit 96.2)
8/4/2025
001-39281
97+
TMC the metals company Inc. Clawback Policy
Form 10-K
(Exhibit 97.1)
3/25/2024
001-39281
187
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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
101.PRE
Inline XBRL Taxonomy Extension Presentation 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).
††
Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) or 601(b)(2). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
+
Management contract or compensatory plan or arrangement.
*
The certifications attached as Exhibit 32 that accompany this Annual Report 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-K), irrespective of any general incorporation language contained in such filing.
Item 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 31, 2026
By:
/s/ Gerard Barron
Gerard Barron
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below and on the dates indicated.
Signatures
Title
Date
By:
/s/ Gerard Barron
Chief Executive Officer and Chairman
March 31, 2026
Gerard Barron
(Principal Executive Officer) and Director
By:
/s/ Craig Shesky
Chief Financial Officer
March 31, 2026
Craig Shesky
(Principal Financial and Accounting Officer)
By:
/s/ Andrew Greig
Director
March 31, 2026
Andrew Greig
By:
/s/ Andrew Hall
Director
March 31, 2026
Andrew Hall
By:
/s/ Steve Jurvetson
Director
March 31, 2026
Steve Jurvetson
By:
/s/ Sheila Khama
Director
March 31, 2026
Sheila Khama
By:
/s/ Andrei Karkar
Director
March 31, 2026
Andrei Karkar
By:
/s/ Amelia Kinahoi Siamomua
Director
March 31, 2026
Amelia Kinahoi Siamomua
By:
/s/ Christian Madsbjerg
Director
March 31, 2026
Christian Madsbjerg
By:
/s/ Brendan May
Director
March 31, 2026
Brendan May
189