The Company’s 2021 Incentive Equity Plan (the “Incentive Plan”) provides an aggregate number of common shares reserved for future issuance under the Incentive Plan. As at March 31, 2026, there were a total of 28,001,961 common shares reserved for issuance under the Incentive Plan. These amounts include 16,918,653 shares added to the Incentive Plan in January 2026 pursuant to the Incentive Plan’s automatic annual increase provision, provided that 2,243,853 of the outstanding common shares shall only be available for awards made to non-employee directors of the Company. On the first day of each fiscal year from 2022 to 2031, the number of common shares that may be issued pursuant to the Incentive Plan is automatically increased by an amount equal to the lesser of 4% of the number of outstanding common shares or an amount determined by the board of directors.

Share-based awards consisting of RSUs and options under the Short-Term Incentives Plan (“STIP”) and Long-Term Incentives Plan (“LTIP”) have been issued under the 2021 Incentive Equity Plan.

Prior to the 2021 Incentive Plan, the Company had granted share-based awards under the 2018 Stock Option Plan (“2018 Plan”).

A continuity schedule summarizing the movements in the Company’s stock options under the various plans is as follows:


		Number of		Number of
		Short-Term		Long-Term		Number of
		Options		Options		Options
		Outstanding		Outstanding		Outstanding
		under 2018		under 2018		under
		Plan		Plan		Incentive Plan
Outstanding – December 31, 2024		14,300,575		9,644,874		3,940,000
Granted		—		—		7,750,000
Expired/ Forfeited		(11,578)		—		(500,000)
Exercised		(4,051,304)		(695,242)		—
Outstanding – December 31, 2025		10,237,693		8,949,632		11,190,000
Exercised		(1,594,041)		(284,418)		(166,667)
Outstanding – March 31, 2026		8,643,652		8,665,214		11,023,333

During the three months ended March 31, 2026, the Company recognized $0.5 million of share-based compensation expense for stock options as general and administrative expenses in the statement of loss and comprehensive loss (For the three months ended March 31, 2025, the Company recognized $0.5 million of share-based compensation expense for stock options as general and administrative expenses). The Company has not granted any options under the 2018 Plan since September 9, 2021 (date of the Business Combination) and has fully recognized the fair value of the options issued under the 2018 Plan in prior periods.

The Company may, from time to time, grant RSUs to directors, officers, employees, and consultants of the Company and its subsidiaries under the Incentive Plan. On each vesting date, RSU holders are issued common shares equivalent to the number of RSUs held provided the holder is providing service to the Company on such vesting date.


		Number of RSUs
		Outstanding
Outstanding – December 31, 2024		34,312,655
Granted		35,381,992
Forfeited		(1,076,371)
Exercised		(20,296,128)
Outstanding - December 31, 2025		48,322,148
Granted		543,920
Exercised		(8,176,728)
Outstanding - March 31, 2026		40,689,340

The details of RSUs granted by the Company during the three months ended March 31, 2026 and 2025 are as follows:


		Three months ended		Three months ended
		March 31,		March 31,
Vesting Period		2026		2025
Vesting Immediately ⁽¹⁾		543,920		2,619,585
Vesting fully within the first anniversary of the grant date		—		60,000
Vesting in thirds on each anniversary of the grant date		—		8,818,935
Vesting in fourths on each anniversary of the grant date		—		176,302
Vesting based on performance conditions		—		324,184
Total Units Granted		543,920		11,999,006

The grant date fair value of all RSUs granted in three months ended March 31, 2026, is equivalent to the closing share price of the Company’s common shares on the date of grant. During the three months ended March 31, 2026, a total of $20.1 million was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three months ended March 31, 2025: $5.4 million) of which share-based compensation expense related to general and administration matters amounted to $14.6 million (three months ended March 31, 2025 - $3.5 million) and share-based compensation expense related to exploration and evaluation activities amounted to $5.5 million (three months ended March 31, 2025 - $1.9 million). As at March 31, 2026, the total unrecognized share-based compensation expense for RSUs was $71.2 million (December 31, 2025- $91.5 million).

As at March 31, 2026, an aggregate of 81,761 vested RSUs were being processed and due to be converted into common shares (December 31, 2025: 81,198 units).

On May 31, 2022, TMC’s 2021 Employee Stock Purchase Plan (“ESPP”) was approved at the Company’s 2022 annual shareholders meeting. As at March 31, 2026, there were 18,246,245 common shares reserved for issuance under the ESPP. This included 4,229,663 shares added to the ESPP in January 2025 pursuant to the ESPP’s automatic annual increase provision. Under the ESPP, the number of shares reserved for issuance is subject to an annual increase provision which provides that on the first day of each of the Company’s fiscal years starting from 2022 to 2031, common shares equal to the lesser of (i) 1% of the common shares outstanding on the last day of the immediately preceding fiscal year, or (ii) such lesser number of shares as is determined by the board of directors will be added to the ESPP.

During the three months ended March 31, 2026, a total of $13 thousand was charged to the statement of loss and comprehensive loss as share-based compensation expense for ESPP (three months ended March 31, 2025: $1 thousand) of which share-based compensation expense related to general and administration matters amounted to $6 thousand (three months ended March 31, 2025 - $ nil) and share-based compensation expense related to exploration and evaluation activities amounted to $7 thousand (three months ended March 31, 2025 - $1 thousand).