Share-Based Compensation

6 Months Ended

Jun. 30, 2026

13.Share-Based Compensation

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 June 30, 2026, there were a total of 21,941,580 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 Company’s 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”).

Stock options

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 – June 30, 2026		8,643,652		8,665,214		11,023,333

During the three and six months ended June 30, 2026, the Company recognized $0.5 million and $0.9 million, respectively of share-based compensation expense for stock options (three and six months ended June 30, 2025, the Company recognized $0.7 million and $1.1 million, respectively, of share-based compensation expense for stock options). During the three and six months ended June 30, 2026, share-based compensation expense related to exploration and evaluation activities amounted to $25 thousand and $50 thousand respectively (three and six months ended June 30, 2025: $0.2 million). The amount of the share-based compensation expense recognized related to general and administrative matters for the three and six months ended June 30, 2026, was $0.4 million and $0.9 million, respectively (three and six months ended June 30, 2025: $0.5 million and $0.9 million, respectively). 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 the prior periods.

Restricted Share Units (“RSU”)

The Company may, from time to time, grant RSUs to directors, officers, employees, and consultants of the Company and its subsidiaries under the 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.

A continuity schedule summarizing the RSU activity is as follows:


		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		6,624,143
Forfeited		(19,842)
Exercised		(8,689,551)
Outstanding – June 30, 2026		46,236,898

The details of RSUs granted by the Company during the three- and six-month periods in 2026 and 2025 are as follows:


		Three months ended		Three months ended		Six months ended		Six months ended
		June 30,		June 30,		June 30,		June 30,
Vesting Period		2026		2025		2026		2025
Vesting immediately ⁽¹⁾		159,941		462,042		703,861		3,081,627
Vesting fully within and on first anniversary of the grant date⁽²⁾		99,168		134,226		99,168		194,226
Vesting in thirds on each anniversary of the grant date⁽³⁾		5,821,114		—		5,821,114		8,818,935
Vesting in fourths on each anniversary of the grant date		—		—		—		176,302
Vesting three years from grant date		—		66,508		—		66,508
Vesting based on performance conditions		—		364,785		—		688,969
Total Units Granted		6,080,223		1,027,561		6,624,143		13,026,567

(1)

Of the 159,941 RSUs granted during the three months ended June 30, 2026, 64,568 RSUs were granted to consultants and employees with an aggregate fair value of $0.4 million recorded in general and administrative expenses. The 159,941 RSUs granted during the three months ended June 30, 2026, also consist of 95,373 RSUs with an aggregate fair value of $0.6 million issued to the non-employee directors in lieu of the cash portion of their director fees which commenced from the second quarter of 2025 until the end of March 2026. Of the 462,042 RSUs granted during the three months ended June 30, 2025, 310,530 RSUs were granted to consultants with an aggregate fair value of $0.8 million recorded in general and administrative expenses. The 462,042 RSUs granted during the three months ended June 30, 2025, also consist of 91,512 RSUs with an aggregate fair value of $398,075 issued to the non-employee directors in lieu of the cash portion of their director fees which commenced from the second quarter of 2024 until the end of March 2025. The remaining 60,000 grants were issued to employees.

(2)

During the three months ended June 30, 2026, an aggregate of 99,168 RSUs were granted to the Company’s non-employee directors under the Company’s Non-employee Director Compensation Policy, which will vest at the Company’s 2027 annual shareholders meeting. The total fair value of units granted as annual grants to non-employee directors amounted to $0.6 million. During the three months ended June 30, 2025, an aggregate of 134,226 RSUs were granted to the Company’s non-employee directors under the Company’s Non-employee Director Compensation Policy, which vested at the Company’s 2026 annual shareholders meeting. The total fair value of units granted as annual grants to non-employee directors amounted to $0.6 million. In the first quarter of 2025, 60,000 RSUs vesting on July 1, 2025, were issued to a consultant, resulting in $0.1 million charged as general and administrative expenses.

(3)

The Company granted 5,750,193 RSUs, as payment for the 2025 LTIP awards (8,818,935 RSUs were granted as payment 2024 LTIP award during the first quarter of 2025). The Company also granted 70,921 RSUs as initial awards to employees in the second quarter of 2026.

The grant date fair value of all RSUs granted during the three and six months ended June 30, 2026, is equivalent to the closing share price of the Company’s common shares on the date of grant. During the three and six months ended June 30, 2026, a total of $15.3 million and $35.4 million, respectively was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three and six months ended June 30, 2025: $6.2 million and $11.6 million, respectively). For the three and six months ended June 30, 2026, a total of $6.4 million and $11.9 million, respectively, was recognized as share-based compensation expense related to exploration and evaluation activities (three and six months ended June 30, 2025 - $3.2 million and $5.1 million, respectively). The amount of share-based compensation expense related to general and administrative matters for three and six months ended June 30, 2026 was $8.9 million and $23.5 million, respectively (three and six months ended June 30, 2025 - $3 million and $6.5 million, respectively). As at June 30, 2026, the total unrecognized share-based compensation expense for RSUs was $83.2 million (December 31, 2025: $91.5 million).

As at June 30, 2026, an aggregate of 3,400,229 vested RSUs were being processed and due to be converted into common shares (December 31, 2025: 81,198 units).

Employee Stock Purchase Plan

On May 31, 2022, TMC’s 2021 Employee Stock Purchase Plan (“ESPP”) was approved at the Company’s 2022 annual shareholders meeting. As at June 30, 2026, there were 18,221,054 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 and six months ended June 30, 2026, a total of $17 thousand and $30 thousand, respectively, was charged to the statement of loss and comprehensive loss as share-based compensation expense (three and six months ended June 30, 2025: $4 thousand), representing the share price purchase discount offered by the Company. For the three and six months ended June 30, 2026, a total of $9 thousand and $16 thousand, respectively, was recognized as share-based compensation expense related to exploration and evaluation activities (three and six months ended June 30, 2025: $4 thousand). The amount of share-based compensation expense related to general and administrative matters for three and six months ended June 30, 2026 was $8 thousand and $14 thousand, respectively (three and six months ended June 30, 2025: $nil).

During the three and six months ended June 30, 2026, the Company issued 25,191 common shares (during the three and six months ended June 30, 2025: 12,533 common shares) to its employees as part of its ESPP program.