---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-060347"
form_type: "8-K"
ticker: "TMC"
cik: "0001798562"
company_name: "TMC the metals Co Inc."
filed_at: "2025-06-18T23:59:59+00:00"
generated_at: "2026-05-19T03:19:22.701082+00:00"
event_type: "leadership"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# TMC appoints Michael Hess and Alex Spiro to board; waives cashless exercise limit on Class B warrants

## Summary
- Board size increased to 10; Michael Hess (CIO of Hess Capital) and Alex Spiro (litigator/investor) appointed as directors effective June 16, 2025.
- Hess receives compensation via prior consulting agreement, not under Director Compensation Policy; he is not independent and will not serve on committees.
- Spiro granted 1,750,000 RSUs (subject to shareholder approval) under 4-year services agreement; also not independent.
- Company waived cashless exercise limitation on Class B warrants (8.65M outstanding), allowing immediate cashless exercise; expects to reduce total shares issued.
- Appointments support TMC's U.S. seabed mining strategy under Executive Order and permit application with NOAA.

## SEC filing metadata
- accession: 0001104659-25-060347
- form_type: 8-K
- ticker: TMC
- cik: 0001798562
- company_name: TMC the metals Co Inc.
- filed_at: 2025-06-18T23:59:59+00:00
- event_type: leadership
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1798562/000110465925060347/0001104659-25-060347-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1798562/000110465925060347/tm2518216d2_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-060347
- JSON: https://secwatch.observer/filing/0001104659-25-060347.json
- Plain text: https://secwatch.observer/filing/0001104659-25-060347.txt

## Key facts
- Executive change
  Michael B. Hess was appointed as director at TMC the metals Co Inc..
  - Action: appointed
  - Role: director
  source text: appointed Michael B. Hess and Alex Spiro as directors, effective June 16, 2025
  evidence_url: https://www.sec.gov/Archives/edgar/data/1798562/000110465925060347/0001104659-25-060347-index.htm
- Executive change
  Alex Spiro was appointed as director at TMC the metals Co Inc..
  - Action: appointed
  - Role: director
  source text: appointed Michael B. Hess and Alex Spiro as directors, effective June 16, 2025
  evidence_url: https://www.sec.gov/Archives/edgar/data/1798562/000110465925060347/0001104659-25-060347-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.