TMC the metals Co Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
TMC$2.42-7.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
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.
| ExhibitNumber | | Exhibit Description | | Filedwith thisReport | | Incorporated byReferenceherein fromForm orSchedule | | 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 |
| 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 |
| 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 |
| 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 |
| 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. |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.