Screener / SEC EDGAR /CIK 0001798562 /10-K filed Mar 31, 2026, compared with Mar 27, 2025 /Numbers from the XBRL of the 10-Ks

Nasdaq Materials · Mining

TMC the metals Co Inc. TMC

New risk paragraphs 12 Not in last year's 10-K Accounting checks 2 worth reading about, of 9 checks Insider buys 0 open-market, last 90 days Filings 3 in the last 30 days

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New in the 10-K 12 paragraphs with nothing like them in the 10-K filed Mar 27, 2025 New in the 10-Q 76 paragraphs not in the 10-Q filed Aug 13, 2026 10-Q against the 10-K 13 risk factor paragraphs and sentences added or reworded

New risk paragraphs, branching off last year

Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Mar 27, 2025. A box jumps to the paragraph as filed, below.

12 new

Paragraphs with nothing like them in last year's 10-K

Quoted exactly

12 paragraphs in Risk Factors of the 10-K filed Mar 31, 2026 with nothing like them in the 10-K filed Mar 27, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.

To date, NOAA has not issued a commercial recovery permit, and the legal framework, while established, has not yet been applied to the full lifecycle of a seabed mining project. Despite our applications now under NOAA review, there can be no assurance that such review will lead to NOAA granting TMC USA any exploration licenses or a commercial recovery permit on a timely basis or at all, or on commercially viable terms and conditions, which would materially and negatively impact our business, financial condition, liquidity, results of operations and prospects. In addition, there is no assurance that we will be able to comply with, or obtain a waiver of, the requirement under DSHMRA that minerals be processed in the United States.
In addition, permitting under DSHMRA subjects TMC USA to a complex regulatory system in the United States which we are in the initial stages of analyzing to determine applicability and how compliance will impact our development plans and potential commercial operations. We will need to be in full compliance with U.S. environmental laws, and NOAA may deny a commercial recovery permit if it determines that significant adverse environmental effects cannot be adequately mitigated. The review and approval process will also be subject to a full EIS process under NEPA, as well as public comments and potential legal challenge in U.S. courts by third parties who can show that they are adversely affected or aggrieved by NOAA’s actions. Although the Executive Order 14825 signed by President Trump on April 24, 2025 directs the Commerce Secretary to implement an expedited permitting process under DSHMRA, the timing of license or permit issuance remains uncertain while there are statutory guidelines as to timing, there are no mandatory deadlines under DSHMRA and actual review timelines will depend on the scope and outcome of NOAA’s assessment.
Success under the U.S. regulatory pathway will also require continued policy support from the U.S. executive branch and agencies such as NOAA and the Department of Commerce. Shifts in U.S. political priorities, legal interpretations, or agency leadership could adversely affect our ability to obtain and maintain required approvals or to rely on DSHMRA as a viable permitting pathway.
Although NOAA has determined that our applications for exploration licenses are in full compliance and our consolidated application is in substantial compliance with the applicable requirements under DSHMRA and its implementing regulations and provide us with priority rights in the application areas under DSHMRA, if such priority rights were to be terminated or successfully challenged by a third party, our business prospects and financial condition would be materially adversely affected.

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Our efforts to pursue deep-sea nodule exploration licenses and a commercial recovery permit under DSHMRA may subject us to conflicting regulatory regimes, uncertain legal interpretations, and operational risks that could adversely affect our business.
As described above, we have initiated a U.S.-based regulatory pathway with the U.S. Department of Commerce and NOAA under DSHMRA for the commercial recovery of polymetallic nodules in the CCZ, while NORI and TOML are maintaining their rights under their exploration contracts issued by the ISA under UNCLOS. We are now prioritizing this U.S. pathway, while preserving our subsidiaries’ rights under their ISA exploration contracts. Although we believe this dual-path approach enhances optionality, it introduces additional risks and complexities, arising from the interaction of parallel international and national regulatory regimes. For example, a U.S.-issued permit would be a unilateral authorization by the United States not formally recognized by the ISA or by states that are parties to UNCLOS. We do not believe pursuing licenses and permits with NOAA under DSHMRA nullifies our subsidiaries’ ISA exploration contracts or their sponsorship contracts with the Republic of Nauru and the Kingdom of Tonga, and NORI and TOML are in compliance with each of their ISA exploration contracts and each of their sponsorship contracts. There can be no assurances, however, that the ISA may not attempt to suspend or terminate NORI and TOML’s existing exploration contracts or that it will renew our NORI exploration contract when it expires in July 2026 or our TOML’s exploration contract when it expires in January 2027. Nor can there be assurances that NORI and TOML’s sponsorship contracts will not be suspended or terminated. In addition, if we proceed under the DSHMRA regime and secure U.S. permits, NORI and TOML may need to relinquish or suspend overlapping rights held under their ISA exploration contracts, which could raise diplomatic concerns or be perceived as undermining the ISA’s authority and allow the ISA to grant rights to these overlapping areas to other parties. While we believe our dual-path strategy is legally sound and the Trump administration, the U.S. Department of Commerce and NOAA have stated that U.S. companies can apply for exploration licenses and commercial recovery permits for deep-sea mining in ocean areas beyond national jurisdiction under DSHMRA, the announcement or implementation of this strategy may cause additional regulatory and political tensions, delay ISA decision-making, or impair NORI and TOML’s ability to secure or maintain exploration contracts or an exploitation contract under the ISA framework and may result in our need to engage in costly and time-consuming litigation to enforce our and/or our subsidiaries’ rights. In addition, a commercial recovery permit issued to us under DSHMRA, if any, may not be recognized by states that are parties to UNCLOS or by the ISA and may be regarded by UNCLOS parties and the ISA as a violation of international law, including UNCLOS, which could affect international perceptions of the project, and could have implications for logistics, processing, and market access in UNCLOS parties for seabed minerals extracted under a U.S. license or permit and for downstream products containing them, or for partnerships involving foreign entities, and could also result in actions, pursuant to UNCLOS, against us under the national laws of UNCLOS state parties, any or all of which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

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All phases of exploring for, collecting and processing polymetallic nodules are subject to environmental regulation in multiple jurisdictions, including under international frameworks administered by the ISA and under national laws and regulations administered by governmental authorities, including NOAA pursuant to DSHMRA. No seafloor polymetallic nodule deposit has been developed commercially to date, and the environmental parameters, data sets, methodologies and mitigation measures that regulators may require in connection with the authorization of commercial-scale deep-sea mineral activities have not been fully established under either regime.
Under the ISA framework, the standards, guidelines and procedures applicable to exploitation activities continue to evolve, and a full environmental and social impact assessment for commercial deep-sea nodule collection has not yet been completed and approved. The required scope, content and assessment standards for an ESIA and associated EMMPs have not been finalized, and changes to those standards could require revisions to submissions made by our subsidiaries (NORI and TOML) in connection with any exploitation contract application. The timing, content and outcome of any ISA review process remains uncertain, and the adoption of additional environmental requirements, procedural safeguards or policy measures could materially affect NORI and TOML’s anticipated development timelines or the economic viability of their projects.
In parallel, under the United States regulatory framework, commercial recovery activities would require licenses and permits issued by NOAA, including approvals relating to environmental impact assessment, mitigation, monitoring and compliance with applicable federal environmental statutes. While the United States has an established permitting regime under the DSHMRA, the application of that framework to commercial-scale polymetallic nodule recovery has not been tested in practice. Regulatory interpretations, environmental review expectations, interagency coordination requirements and potential judicial review under U.S. law introduce additional uncertainty, and there can be no assurance that permits or licenses will be granted on acceptable terms, within anticipated timeframes, or at all.

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Environmental permitting processes under both international and national regimes are expected to involve multiple layers of technical review, public scrutiny and potential legal challenge. Under the ISA framework, reviews by the Secretariat, the Legal and Technical Commission and the Council introduce procedural and political risk, and proposed exploitation activities may be subject to opposition from member states or non-governmental organizations, including calls for moratoria or other restrictions on deep-sea mining activities. Under national permitting regimes, including in the United States, approvals may be subject to administrative appeals or judicial review, which could delay or prevent project development.
In addition, sponsoring state approvals, governmental licenses and permits may be required in connection with our activities, and failure to obtain or maintain such approvals could curtail or prohibit planned operations. Failure to comply with applicable environmental laws, regulations or permit conditions may result in enforcement actions, including suspension or cessation of operations, monetary penalties, remedial obligations or civil or criminal liability. Parties engaged in collection operations may also be required to compensate third parties for loss or damage arising from such activities. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations or prospects.

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On January 16, 2026, American Metal Inc. and American Metal Resources LLC filed a civil claim against TMC The Metals Company Inc. and The Metals Company USA LLC in the Supreme Court of British Columbia, Vancouver Registry, captioned American Metal Inc. and American Metal Resources LLC v. TMC The Metals Company Inc. and The Metals Company USA LLC, No. S260335. The complaint alleges, among other things, breach of contract, breach of confidence and related claims arising from discussions between the parties regarding potential collaboration and the submission of applications for deep seabed mineral exploration licenses to the United States National Oceanic and Atmospheric Administration. On March 3, 2026, we filed a response denying the material allegations and asserting a counterclaim against Robert Heydon and the plaintiffs alleging, among other things, breach of contract, breach of confidence and breach of fiduciary duty in connection with the alleged misuse of the Company’s confidential information. The litigation is in its early stages and no trial date has been set. We intend to vigorously defend against the claims and pursue our counterclaim. At this time, we are unable to estimate the potential loss, if any, associated with this matter.

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Paragraphs in the 10-Q filed Nov 12, 2026 that were not in the one before

New in the latest 10-Q

76 paragraphs in the 10-Q filed Nov 12, 2026 with nothing like them in the 10-Q filed Aug 13, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.

10-Q

• the timing and outcome of NOAA’s review of the USA-A Consolidated Application and the USA-B Application, including certification, the environmental review and public comment process, and NOAA’s final determination whether to issue the requested licenses and permit and on what terms;
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• the outcome and timing of the litigation challenging NOAA’s certification of the USA-B Application, including whether TMC USA seeks and is permitted to intervene in that litigation;
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• the expected activities of our partners under our key strategic relationships;
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Financial statements and notes

The Company’s wholly-owned subsidiary, The Metals Company USA, LLC (“TMC USA”), has two applications pending with the National Oceanic and Atmospheric Administration (“NOAA”) under the Deep Seabed Hard Mineral Resources Act of 1980 (“DSHMRA”): a consolidated application for an exploration license and commercial recovery permit over approximately 65,000 square kilometers in the USA-A area of the CCZ, submitted on January 22, 2026 (the “USA-A Application”), and an exploration license application over approximately 122,000 square kilometers in the USA-B area, submitted on April 28, 2025 (the “USA-B Application”). In April 2025, TMC USA originally submitted separate applications for an exploration license and a commercial recovery permit covering the USA-A area. Following NOAA’s adoption of revised regulations in January 2026 permitting consolidated applications, the USA-A Application superseded those earlier applications and increased the proposed commercial recovery area from approximately 25,000 to approximately 65,000 square kilometers. NOAA determined that the USA-A Application was in full compliance with DSHMRA requirements on April 28, 2026 and published it in the Federal Register on August 19, 2026, and the USA-A Application is now in the certification stage. NOAA determined that the USA-B Application was in substantial compliance with DSHMRA requirements on May 28, 2025 and in full compliance on August 11, 2025. NOAA published notice of the USA-B Application in the Federal Register on December 23, 2025, followed by a public comment period and public hearings in January 2026. NOAA certified the USA-B Application on May 26, 2026 and, on August 17, 2026, published in the Federal Register a Notice of Intent to prepare an Environmental Impact Statement (“EIS”) for it. Issuance of any license or permit remains subject to completion of NOAA’s review, including, for the USA-A Application, certification and, for each application, an EIS, a public comment period and NOAA’s final determination. On September 30, 2026, two non-governmental organizations filed suit against NOAA in the United States District Court for the District of Hawaii challenging NOAA’s certification of the USA-B Application and seeking an order vacating that certification. Neither the Company nor TMC USA is named as a defendant and no damages are sought from the Company or any of its subsidiaries.
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Allseas Deepsea, in settlement of the share-settled obligation amounting to $ 43.2 million comprising $ 32.8 million owing as at March 31, 2026, $ 7.9 million from the remeasurement of the share-settled obligation and $ 2.5 million of additional negotiated initial costs recorded as an expense in mining, technological and process development within exploration and evaluation expenses (Note 9).
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On August 1, 2023, the Company entered into an Exclusive Vessel Use Agreement with Allseas granting the Company exclusive use of the Hidden Gem vessel to develop the commercial nodule collection system until the earlier of the system’s completion and December 31, 2026. Allseas may terminate the agreement on specified insolvency-related events affecting the Company.
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As at September 30, 2026, TMCR had outstanding convertible notes convertible into approximately 16.2 million common shares, subject to adjustment, 500,000 warrants to purchase TMCR's common shares, 1,876,000 stock options and 5,407,938 restricted share units outstanding and may be required to issue additional common shares as top-up consideration in August 2027. The issuance of shares under these instruments may significantly affect the Company’s ownership interest and share of TMCR’s future results.
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Subsequent to September 30, 2026, TMCR’s share price has decreased significantly as compared to the share price as of September 30, 2026, which may be indicative of an other-than-temporary impairment if the fair value of the Company’s investment in TMCR is less than its carrying value. The fair value of the Company’s investment in TMCR has decreased in excess of 10.0 % of its carrying value through the date of this filing. An impairment charge for an other-than-temporary impairment is recognized in earnings and is measured as the difference between the carrying amount and the fair value of the equity method investment as of the balance sheet date. During the quarter ending December 31, 2026, the Company will continue to evaluate whether there is an other-than-temporary impairment of its investment in TMCR.
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risk-free rate component of the discount rate used to value the NORI-D royalty liability, which lowered the present value of the expected future royalty payments.
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Royalty liability Royalty liability as at December 31, 2025 $145,000 Decrease in fair value of Royalty liability (5,000) Royalty liability as at September 30, 2026 $140,000
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(3) Three months and nine months ended September 30, 2025 includes $ 34.7 million related to 6,500,000 options and 11,915,676 RSUs granted to certain directors and a consultant on August 28, 2025.
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(1) Includes underutilization fees payable to the 2024 Lenders under the 2024 Credit Facility (Note 16) amounting to $ 0.7 million in both periods and $ 2.6 million payable to Allseas (Note 6).
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(2) As at September 30, 2026, accrued liabilities totaled $ 46.5 million (December 31, 2025: $ 43.8 million), of which $ 38.2 million relates to Allseas (Note 6) (December 31, 2025: $ 34.2 million).
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On September 9, 2026, the 15,000,000 common share warrants issued as part of the units offered in the initial public offering of SOAC (the “Public Warrants”), each exercisable at $ 11.50 per share, expired unexercised (December 31, 2025: 15,000,000 outstanding).
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On September 9, 2026, the 9,500,000 private placement warrants issued to Sustainable Opportunities Holdings LLC (the "Private Warrants"), each exercisable at $ 11.50 per share, expired unexercised (December 31, 2025: 9,500,000 outstanding). The Company was deemed to have issued the Private Warrants in the Business Combination and remeasured them at fair value each reporting period until expiry.
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The Private Warrants were valued using a Black-Scholes model, a Level 3 fair value measurement, with the expected volatility of the Company’s common shares as the primary unobservable input.
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The following table presents the changes in the fair value of warrant liability:
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Warrants Warrant liability as at December 31, 2025 $ 13,351 Decrease in fair value of warrant liability (13,351) Warrant liability as at September 30, 2026 $ —
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As at September 30, 2026, 4,317,500 Class A warrants issued in a 2023 registered direct offering were outstanding (December 31, 2025: 4,317,500 ), each exercisable for one common share at an exercise price of $ 2.00 until December 31, 2027.
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As at September 30, 2026, 15,000 Class B warrants were outstanding (December 31, 2025: 15,000 ), each exercisable for one common share at $ 2.00 per share until November 19, 2029.
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As at September 30, 2026, 10,003,333 Class C warrants were outstanding (December 31, 2025: 10,003,333 ), each exercisable for one common share at an exercise price of $ 4.50 per share until May 12, 2028.
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As at September 30, 2026, 6,868,181 warrants issued to Korea Zinc were outstanding (December 31, 2025: 6,868,181 ), each exercisable for one common share at $ 7.00 per share until June 25, 2028.
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A continuity schedule summarizing the movements in the Company’s stock options under the various plans is as follows:
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During the three and nine months ended September 30, 2026, the Company recognized share-based compensation expense for stock options of $ 0.5 million and $ 1.5 million, respectively, of which $ 25 thousand and $ 75 thousand related to exploration and evaluation activities and $ 0.5 million and $ 1.4 million related to general and administrative matters (three and nine months ended September 30, 2025: $ 27.2 million and $ 28.3 million, respectively, of which $ 25 thousand and $ 0.2 million related to exploration and evaluation activities and $ 27.2 million and $ 28.1 million related to general and administrative matters). The Company has not granted options under the 2018 Plan since the Business Combination and the fair value of all 2018 Plan options has been fully recognized except for options subject to non-market performance vesting conditions.
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The Company may grant RSUs to directors, officers, employees, and consultants of the Company and its subsidiaries under the Incentive Plan. On each vesting date, holders receive one common share for each vested RSU, provided the holder is providing services to the Company on that date.
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Vesting Period Three months ended Three months ended Nine months ended Nine months ended
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(1) Of the 39,973 immediately vesting RSUs granted during the three months ended September 30, 2026, 23,931 RSUs were granted to consultants, with an aggregate fair value of $ 0.1 million recorded in general and administrative expenses. The 39,973 RSUs granted during the three months ended September 30, 2026, also consist of 16,042 RSUs issued to employees. Of the 298,641 RSUs granted during the three months ended September 30, 2025, 148,442 RSUs were granted to consultants with an aggregate fair value of $ 0.8 million of which $ 0.7 million was recorded in general and administrative expenses and $ 0.1 million was recorded as exploration and evaluation expense. The remaining 150,199 grants were issued to employees.
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During the nine months ended September 30, 2026, the Company issued 95,373 RSUs with an aggregate fair value of $ 0.6 million to non-employee directors in lieu of cash director fees. During the nine months ended
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September 30, 2025, the Company issued 91,512 RSUs with an aggregate fair value of approximately $ 0.4 million to non-employee directors in lieu of cash director fees.
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(2) In the second quarter of 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. In the second quarter of 2025, the Company granted 134,226 RSUs to non-employee directors under the Company's Non-employee Director Compensation Policy, vesting at the Company's 2026 annual shareholders meeting, with an aggregate grant-date fair value of $ 0.6 million.
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(3) During the three months ended September 30, 2026, the Company granted 103,165 RSUs to a director, comprising 25,445 RSUs as initial grant and 77,720 RSUs as special retention grant. The fair value of the initial grant and special retention grant was $ 0.1 million and $ 0.3 million, respectively. During the three months ended September 30, 2025, the Company granted 415,676 RSUs, of which 237,529 RSUs were granted to a director in exchange for consulting services.
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(4) In the third quarter ended September 30, 2026, the Company issued a special retention grant of 72,935 RSUs to one of the directors, vesting three years from the grant date. The fair value of the grant amounted to $ 0.3 million.
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(5) On August 28, 2025, the Company granted 1,750,000 RSUs to a director in exchange for consulting services, following an increase in the reserve under the Incentive Plan.
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As at September 30, 2026, an aggregate of 18,342 vested RSUs were being processed and due to be converted into common shares (December 31, 2025: 81,198 units).
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ESPP share-based compensation expense, representing the purchase price discount, was $ 22 thousand and $ 52 thousand, for the three and nine months ended September 30, 2026, respectively (three and nine months ended September 30, 2025: $ 11 thousand and $ 16 thousand, respectively).
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2026 2025 Outstanding options to purchase common shares 28,332,199 30,924,568 Outstanding RSUs 46,063,746 57,299,944 Outstanding shares under ESPP 14,997 6,982 Outstanding warrants 31,350,282 59,280,282 Outstanding Special Shares and options to purchase Special Shares 136,004,597 136,011,413 Total anti-dilutive common equivalent shares 241,765,821 283,523,189
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25, 2026, the 2024 Lenders extended the maturity date to June 30, 2027, subject to further extension to June 30, 2028 at their election. The 2024 Credit Facility also contains customary events of default.
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Alex Spiro, a member of the Company's Board of Directors, is a partner in the law firm Quinn Emanuel Urquhart & Sullivan LLP ("Quinn Emanuel"). During the nine months ended September 30, 2026, the Company incurred $ 0.1 million of legal fees with Quinn Emanuel. Mr. Spiro has not provided legal services to the Company in connection with the engagement.
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In this Quarterly Report, unless the context otherwise requires, the terms "we", "us", "our", “TMC”, and the "Company" refer to TMC the metals company Inc. and our subsidiaries.
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The following discussion should be read together with the unaudited interim condensed consolidated financial statements and notes in this Quarterly Report and the audited consolidated financial statements and notes in our 2025 Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties, including those described under “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” Actual results may differ materially from those expressed or implied in any forward-looking statement.
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Export-Import Bank and the Trade and Development Agency to identify tools to support the industry, and the Departments of War and Energy to assess the use of the National Defense Stockpile and offtake agreements for nodule-derived materials and to support domestic processing capabilities.
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Our commercial production strategy is focused on the DSHMRA regime. The USA-A Application covers the USA-A areas included in TMC USA’s April 2025 applications and increases the proposed commercial recovery area from approximately 25,000 km2 to approximately 65,000 km2, with an estimated resource of 619 million wet tonnes of polymetallic nodules, and the USA-B Application covers approximately 122,000 km2. Together, the USA-A and USA-B areas are estimated to hold approximately 1.639 billion wet tonnes of measured, indicated and inferred mineral resources, containing approximately 15.5 million tonnes of nickel, 12.8 million tonnes of copper, 2.0 million tonnes of cobalt and 345 million tonnes of manganese. The status of NOAA’s review of each application is described under “Regulation of Mining of Deep-Sea Polymetallic Nodules by the United States” below.
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Significant developments during the third quarter of 2026 and through the date of this Quarterly Report included:
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NOAA Publishes USA-A Application in Federal Register and Notice of Intent for USA-B Environmental Review
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On August 17, 2026, NOAA published in the Federal Register a Notice of Intent to prepare an Environmental Impact Statement (“EIS”) for the USA-B Application. On August 19, 2026, NOAA published the USA-A Application in the Federal Register, beginning a public comment period that we expect to be a prerequisite to certification. The comment period included a public hearing on October 13, 2026 and closed on October 19, 2026.
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On November 3, 2026, TMC USA received a letter from NOAA stating that NOAA expects to notify TMC USA of its final determination as to certification of the USA-A Application by the middle of December 2026. NOAA had previously advised TMC USA, by letter dated June 29, 2026, that it expected to provide that notification by the end of October 2026.
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On September 30, 2026, Conservation Council for Hawai‘i and the Center for Biological Diversity filed a complaint against NOAA and its Administrator in the United States District Court for the District of Hawaii challenging NOAA’s certification of the USA-B Application and seeking an order vacating that certification. Neither TMC nor TMC USA is named as a defendant. TMC USA intends to seek leave to intervene as a defendant. See Part II, Item 1 of this Quarterly Report.
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On September 23, 2026, our Board of Directors appointed Liam Mallon, former President of ExxonMobil Upstream Company, as a director and Chair of the Sustainability and Innovation Committee, effective September 24, 2026, to fill the vacancy created by the resignation of Brendan May, effective the same date. Mr. May’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
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On September 9, 2026, our 15,000,000 publicly traded warrants (the “Public Warrants”) and 9,500,000 private placement warrants (the “Private Warrants”), each exercisable at $11.50 per share, expired unexercised, and the Public Warrants ceased trading on Nasdaq. See Note 12 to our condensed consolidated financial statements.
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DSHMRA establishes a U.S. legal regime, administered by NOAA, for U.S. citizens, including entities organized under the laws of a U.S. state or territory, to explore for and commercially recover hard mineral resources from the seabed
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Aside from the statutory requirements for the duration of public comment periods, DSHMRA does not set fixed timelines for NOAA’s review of an application. However, the Executive Order directs the Secretary of Commerce to accelerate the review process.
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We are a pre-revenue company and do not expect to earn revenue (other than potential service revenue) until TMC USA receives a commercial recovery permit, or NORI or TOML receives an exploitation contract, and we are able to collect and process polymetallic nodules into saleable products at commercial scale. Our future performance depends on, among other things, NOAA’s issuance of a commercial recovery permit, the environmental terms, conditions and restrictions attached to any permit, and the development of our nodule collection and processing technologies. The timing of NOAA’s final determinations on the USA-A Application and the USA-B Application is uncertain and outside our control, and actual timelines may differ materially from our current expectations.
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exploration and evaluation expenses or G&A expenses depending on the function of the award holder. Awards issued for financing related services are recorded in equity as financing costs. Forfeitures are recognized as they occur.
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Three Months ended September 30, 2026 compared to Three Months ended September 30, 2025
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The Company recognized $4.9 million as its share of losses from equity method investments. The loss was primarily driven by TMCR’s share-based compensation, changes in the fair value of derivative instruments and contingent consideration, and finance costs. Subsequent to September 30, 2026, TMCR’s share price declined significantly, resulting in the fair value of the Company’s investment falling more than 10% below its carrying value. The Company will continue to assess whether an other-than-temporary impairment exists during the fourth quarter of 2026.
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The fair value of the royalty liability decreased $5.0 million during the three months ended September 30, 2026, compared to an increase of $131.0 million for the same period in 2025. The current period non-cash gain was primarily driven by an increase in the risk-free rate component of the discount rate used to value the liability, which lowered the present value of the expected future royalty payments.
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During the same period in 2025, the fair value of the royalty liability of NORI Areas A to D totaled $145 million, resulting in an increase of $131 million in the third quarter of 2025.
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During the three months ended September 30, 2026, the Company recognized a gain of $0.5 million due to the expiration of all 9,500,000 outstanding Private Warrants.
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Nine Months ended September 30, 2026 compared to Nine Months ended September 30, 2025
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Naoero and Tonga warrant costs decreased by $38.1 million for the nine months ended September 30, 2026, compared to the corresponding period in 2025, primarily due to the one-time issuance of 9,146,268 warrants to Naoero in connection with the revised sponsorship agreement signed on May 29, 2025, and 1,000,000 warrants to the Kingdom of Tonga in connection with the revised sponsorship agreement signed on August 4, 2025.
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The Company recognized $9.4 million as its share of losses from equity method investments. The loss was primarily driven by The Metals Royalty Company’s share-based compensation, changes in the fair value of derivative instruments and contingent consideration, and finance costs.
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The fair value of the royalty liability decreased $5.0 million during the nine months ended September 30, 2026, compared to an increase of $131.0 million for the same period in 2025. The current period non-cash gain was primarily driven by an increase in the risk-free rate component of the discount rate used to value the liability, which lowered the present value of the expected future royalty payments.
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During the same period in 2025, the fair value of the royalty liability of NORI Areas A to D totaled $145 million, resulting in an increase of $131 million in the third quarter of 2025.
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The changes in the fair value of the 9,500,000 Private Warrants liability during the nine months ended September 30, 2026 and 2025 were primarily attributable to fluctuations in the price of the Company’s common shares and Public Warrants. On September 9, 2026, all 9,500,000 Private Warrants expired unexercised, resulting in the write-off of the remaining warrant liability and recognition of a corresponding gain in the third quarter of 2026. As a result, no warrant liability remained outstanding as of September 30, 2026.
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We expect to incur significant expenses and operating losses for the foreseeable future as we advance the USA-A Application and prepare for commercial production. Based on our cash and the borrowings available under the 2024 Credit Facility, compared with our forecasted cash expenditures, we believe we will have sufficient funds to meet our obligations as they become due within the next twelve months. Our forecasted cash expenditures include amounts payable to Allseas
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The 2024 Credit Facility provides for unsecured borrowings of up to $44 million, matures on June 30, 2027 (subject to extension to June 30, 2028 at the 2024 Lenders’ election) and carries an underutilization fee of 6.5% per annum on undrawn amounts. The 2024 Lenders are Gerard Barron, our Chief Executive Officer and Chairman, and ERAS Capital LLC, the family fund of one of our directors. As at September 30, 2026, no amounts were drawn. See Note 16 to our condensed consolidated financial statements.
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Nine Months ended September 30, 2026 compared to Nine Months ended September 30, 2025
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For the nine months ended September 30, 2026, major operating activities included scaling of the nodule collection system for the recovery of polymetallic nodules at commercial scale, initial work on prefeasibility studies update and work to
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TOML is implementing its approved five-year plan of work for 2022 to 2026, with estimated expenditures of up to $44 million, which are indicative and subject to change. TOML reviews the program regularly and reports changes to the ISA in its annual reports. For the status of TOML’s extension application, see “Existing ISA Exploration Contracts” above.
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Controls and procedures

There were no changes in our internal control over financial reporting during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Legal proceedings

For a description of our material pending legal proceedings, see Note 17 to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report, which is incorporated by reference into this Item 1. We also describe below a proceeding to which we are not a party and in which TMC USA intends to seek leave to intervene.
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On September 30, 2026, Conservation Council for Hawai‘i and the Center for Biological Diversity filed a complaint against NOAA and Dr. Neil Jacobs, in his official capacity as Administrator of NOAA, in the United States District Court for the District of Hawaii, captioned Conservation Council for Hawai‘i and Center for Biological Diversity v. National Oceanic and Atmospheric Administration and Dr. Neil Jacobs, No. 1:26-cv-00506 (D. Haw.). The complaint challenges NOAA’s certification of the USA-B Application on May 26, 2026. The plaintiffs allege that NOAA failed to make available for public examination all materials relevant to the application during the statutory comment period, as required by DSHMRA, and that the certification was therefore made without observance of procedure required by law and is arbitrary and capricious, in violation of DSHMRA and the Administrative Procedure Act. The plaintiffs seek a declaratory judgment to that effect, vacatur of the certification, injunctive relief, and costs and attorneys’ fees. Neither TMC nor TMC USA is named as a defendant, and no claim for damages has been asserted against us or any of our subsidiaries. TMC USA intends to seek leave to intervene as a defendant in order to defend the certification. If the certification were vacated, NOAA would be required to conduct further proceedings on the application before an exploration license could be issued, which could delay the timetable for the USA-B Application.
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Risk Factors

Litigation challenging NOAA’s certification of the USA-B Application could delay or disrupt our path to a DSHMRA exploration license and commercial recovery permit.
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On September 30, 2026, Conservation Council for Hawai‘i and the Center for Biological Diversity filed suit against NOAA in the United States District Court for the District of Hawaii challenging NOAA’s certification of the USA-B Application and seeking an order vacating that certification. The plaintiffs allege that NOAA failed to make available for public examination all materials relevant to the application during the statutory comment period, as required by DSHMRA, and that the certification was therefore made without observance of procedure required by law and is arbitrary and capricious. Neither TMC nor TMC USA is named as a defendant, and TMC USA intends to seek leave to intervene as a defendant in order to defend the certification. See Part II, Item 1 of this Quarterly Report.
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Certification is a prerequisite to the issuance of an exploration license under DSHMRA. If the court were to vacate the certification, NOAA would be required to conduct further proceedings on the USA-B Application before it could issue a license, which could include making additional materials available for public examination, accepting further public comment and making a new certification decision. We cannot predict how long any such further proceedings would take or what their outcome would be, and a vacatur could delay or disrupt the environmental review that NOAA commenced with its Notice of Intent published on August 17, 2026. A ruling on the scope of the materials that NOAA must make available under DSHMRA could also affect the public comment process for the USA-A Application, including the comment period that closed on October 19, 2026, and for any future application we may submit, and could expose any certification of the USA-A Application to a similar challenge.
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We cannot assure you that the certification will be upheld, that TMC USA will seek or be permitted to intervene, or that we will be able to participate fully in the defense of the certification if TMC USA is not permitted to intervene. We will not control the federal defendants' defense of the certification, even if TMC USA is permitted to intervene. The proceedings may continue for an extended period, including through any appeal, and we expect to continue to incur legal costs while they do. The complaint seeks injunctive relief, and we cannot predict whether the plaintiffs will seek, or whether a court would grant, relief that suspends NOAA’s continuing review of the USA-B Application while the case is pending. Delay or uncertainty of this kind, whether or not the challenge ultimately succeeds, could delay our regulatory timetable, increase our costs, affect our relationships with regulators, our sponsoring States and our commercial partners, and have a material adverse effect on our business, financial condition and prospects.
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The 10-Q's risk factors against the 10-K

Item 1A of the 10-Q filed Nov 12, 2026 against Item 1A of the 10-K filed Mar 31, 2026. A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed. Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed, Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal (~~cut words struck through~~, new words highlighted). Text on the page, not a score; each links to the filing at sec.gov.

All 13 Added 11 Reworded 2 Quiet changes 0