1 unchanged sentence
10b5-1 Trading Arrangements
−Removed: During the three months ended September 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.
+Added: 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.
+Added: Issuance of Common Shares to Allseas
+Added: 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.
+Added: Pursuant to the Agreement, the Company will issue to Allseas Group S.A.
+Added: 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.
+Added: and its affiliates in connection with the nodule collection system and an additional $2.3 million of initial costs as negotiated.
+Added: 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.
+Added: 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.
+Added: 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%.
+Added: 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.
+Added: 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.
+Added: Allseas Group S.A.
+Added: is a sophisticated investor and the Company’s largest strategic shareholder.
+Added: 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.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
6 unchanged sentences
(Exhibit 3.1)
−Removed: August 14, 2025
+Added: March 31, 2026
Articles of TMC the metals company Inc.
(Exhibit 3.3)
−Removed: September 15, 2021
−Removed: Amendment to Company’s Articles, adopted May 29, 2025
−Removed: (Exhibit 3.1)
−Removed: Form of Class C Common Share Purchase Warrant
−Removed: (Exhibit 4.1)
−Removed: Common Share Purchase Warrant, dated May 29, 2025, issued to the Government of the Republic of Nauru
−Removed: (Exhibit 4.1)
−Removed: Waiver to Class B Common Share Purchase Warrants, dated as of June 17, 2025
−Removed: (Exhibit 4.1)
−Removed: June 18, 2025
−Removed: Common Share Purchase Warrant, dated as of June 25, 2025, issued to Korea Zinc Company, Ltd.
−Removed: (Exhibit 4.4)
−Removed: August 14, 2025
−Removed: Common Share Purchase Warrant, dated as of August 4, 2025, issued to The Kingdom of Tonga
−Removed: (Exhibit 4.1)
−Removed: August 4, 2025
−Removed: Form of Securities Purchase Agreement, dated as of May 12, 2025, by and among the Company and the purchasers set forth therein
−Removed: (Exhibit 10.1)
−Removed: Sponsorship Agreement, revised May 29, 2025, by and among The Republic of Nauru, The Nauru Seabed Minerals Authority and Nauru Ocean Resources Inc.
−Removed: (Exhibit 10.1)
−Removed: Deed of Guarantee and Indemnity, dated May 29, 2025, by and between the Company and The Republic of Nauru
−Removed: (Exhibit 10.2)
−Removed: Services Agreement, dated June 4, 2025, by and between the Company and Michael B.
−Removed: (Exhibit 10.3)
−Removed: Securities Purchase Agreement, dated as of June 16, 2025, by and between the Company and Korea Zinc Company, Ltd.
−Removed: (Exhibit 10.5)
−Removed: August 14, 2025
−Removed: Board Observer Agreement, dated as of May 12, 2025, by and between the Company and Zachary A.
−Removed: (Exhibit 10.6)
−Removed: August 14, 2025
−Removed: Services Agreement, dated as of June 12, 2025, by and between the Company and Alex Spiro
−Removed: (Exhibit 10.7)
−Removed: August 14, 2025
−Removed: Board Observer Agreement, dated as of July 14, 2025, by and between the Company and Yun B.
−Removed: (Exhibit 10.8)
−Removed: August 14, 2025
−Removed: Sponsorship Agreement, dated August 4, 2025, among The Government of The Kingdom of Tonga and Tonga Offshore Mining Limited
−Removed: (Exhibit 10.1)
−Removed: August 4, 2025
−Removed: Deed of Guarantee and Indemnity, dated August 4, 2025, by TMC the metals company Inc.
−Removed: in favor of The Kingdom of Tonga
−Removed: (Exhibit 10.2)
−Removed: August 4, 2025
−Removed: TMC the metals company Inc.
−Removed: 2021 Incentive Equity Plan, as amended through August 28, 2025
−Removed: (Exhibit 10.1)
−Removed: August 28, 2025
+Added: January 2, 2026
+Added: Contract For Development Work and Commercial Production, dated May 11, 2026, with Allseas Deepsea Marine Contractors
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
−Removed: † 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.
−Removed: †† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
−Removed: The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
−Removed: + Denotes management contract or compensatory plan or arrangement.
+Added: † 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.
2 unchanged sentences
TMC THE METALS COMPANY INC.
−Removed: November 13, 2025
/s/ Gerard Barron
1 unchanged sentence
Chief Executive Officer
−Removed: November 13, 2025
/s/ Craig Shesky
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.