TMC the metals Co Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under §240.14a-12

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Letter to Shareholders

April 17, 2026​

To Our Shareholders:

You are cordially invited to attend the 2026 annual meeting of shareholders of TMC the metals company Inc. (the “Company”) to be held in a virtual format on Thursday, May 28, 2026 at 10:00 a.m. EDT.

This year’s annual meeting will be held virtually via live audio webcast on the internet. We believe hosting a virtual annual meeting enables greater shareholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our shareholders, and reduces the cost and environmental impact of our annual meeting. You will be able to attend the annual meeting, vote and submit your questions during the annual meeting by visiting https://www.cstproxy.com/metals/2026. You will not be able to attend the annual meeting in person.

Details regarding the meeting, the business to be conducted at the meeting, and information about the Company that you should consider when you vote your shares are described in the accompanying proxy statement.

At the annual meeting, we will present the audited consolidated financial statements for the fiscal year ended December 31, 2025 and the auditors’ report thereon. We will ask shareholders to set the number of directors at ten and to elect ten persons to our board of directors. In addition, we will ask shareholders to appoint Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. We will also ask shareholders to approve on an advisory basis the compensation of our named executive officers, as disclosed in the accompanying proxy statement, and to approve on an advisory basis the frequency for holding an advisory vote on such compensation. Our board of directors recommends approval of the proposals to set the number of directors at ten, elect the director nominees, ratify the appointment of the independent auditor, and approve the Company’s executive compensation, and a frequency of every two years for advisory votes on executive compensation.

Under the Securities and Exchange Commission rules that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to deliver our proxy materials to the majority of our shareholders over the Internet. This delivery process allows us to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 17, 2026, we intend to begin sending to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for the annual meeting and our annual report to shareholders. The Notice also provides instructions on how to vote by proxy, online or at the meeting, how to access the virtual annual meeting and how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the annual meeting. Whether or not you plan to attend the annual meeting, we hope you will vote promptly. Information about voting methods is set forth in the accompanying proxy statement.

Thank you for your continued support of the Company. We look forward to seeing you at the annual meeting.

Sincerely,

Chairman & Chief Executive Officer

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

April 17, 2026​

TIME: 10:00 a.m. EDT

DATE: Thursday, May 28, 2026

ACCESS: https://www.cstproxy.com/metals/2026

Notice is hereby given that this year’s annual meeting of shareholders of TMC the metals company Inc. (the “Meeting”) will be held virtually via live webcast on the Internet at the above noted link at 10:00 a.m. EDT on Thursday, May 28, 2026. You will be able to attend the Meeting, vote and submit your questions during the Meeting by visiting https://www.cstproxy.com/metals/2026 at the date and time of the Meeting and entering the 12-digit control number included in the Notice of Internet Availability of Proxy Materials or proxy card that you receive. For further information about the Meeting, please see the questions and answers about the Meeting under the heading “Important Information About the Annual Meeting and Voting” beginning on page 3 of TMC the metals company Inc.’s 2026 Proxy Statement.

PURPOSES:

We will present the audited consolidated financial statements for the fiscal year ended December 31, 2025 and the auditors’ report thereon and then act on the following proposals:

To set the number of directors at ten (10);

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To elect ten (10) directors to hold office until the next annual general meeting of shareholders;

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To appoint Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

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To approve on a non-binding, advisory basis the compensation of our named executive officers, as disclosed in the 2026 Proxy Statement;

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To approve on a non-binding, advisory basis the frequency of holding an advisory vote on the compensation of our named executive officers; and

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To transact such other business that is properly presented at the Meeting and any adjournments or postponements thereof.

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WHO MAY VOTE:

You may vote if you were the record owner of TMC the metals company Inc. common shares at the close of business on April 2, 2026.

All shareholders are cordially invited to attend the Meeting. Whether you plan to attend the Meeting or not, in order to ensure the presence of a quorum, we urge you to vote and submit your proxy by the Internet or mail by following the instructions in the “Notice of Internet Availability of Proxy Materials” or proxy card that you received. You may change or revoke your proxy at any time before it is voted at the Meeting. If you participate in and vote your shares at the Meeting, your proxy will not be used.

You will be provided instructions and prompted to vote during the Meeting. Shareholders may submit questions for the Meeting after logging in. If you wish to submit a question, you may do so by logging into the virtual Meeting platform athttps://www.cstproxy.com/metals/2026, typing your question into the “Ask a Question” field, and clicking “Submit.” Please submit any questions before the start time of the Meeting. In addition, we have made available a separate conference line to allow attendees to communicate with each other during the Meeting. Attendees who wish to utilize this facility may do so by dialing the attendee conference line number shown on the right-hand side of the Meeting website, at the link above, under the heading “Attendee conference line.” Please note, however, that the attendee conference line is to allow attendees to communicate with each other during the Meeting only and cannot be used to listen to the Meeting or for asking questions to the Company.

BY ORDER OF OUR BOARD OF DIRECTORS

Chairman & Chief Executive Officer