SEC Form 4 · accession 0001104659-26-084001
Metals Royalty Co Inc. · TMCR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Bernard Hess
Director
Period of report
Jul 13, 2026
Accepted (ET)
Jul 15, 2026 · 8:53 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002087398
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Jul 13, 2026 | A | 2,000,000 | $0.00 | A | 3,500,000 | D | |
| Common SharesF2 | holding | — | — | — | 1,000,000 | I | By SS3H Ventures LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $5.79 | Jul 13, 2026 | A | 1,000,000 | A | — | Jul 12, 2036 | Common Shares | 1,000,000 | 1,000,000 | D |
Explanation of responses
- F1Includes 1,000,000 performance share units subject to certain stock-price based vesting conditions with vesting comprised of three substantially equal tranches, subject to the Reporting Person's continued service with the Issuer on each such vesting date.
- F2Represents shares held by SS3H Ventures LLC ("SS3H"). The Reporting Person is the sole member of SS3H and may be deemed to share voting, investment and dispositive power with respect to the securities held by SS3H. The Reporting Person disclaims beneficial ownership over such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F3The shares subject to this option shall vest and become exercisable in four equal annual installments commencing from July 13, 2026, subject to the Reporting Person's continued service with the Issuer on each such vesting date.