Lindblad (LIND) director structures 1,000,000-share prepaid forward deal with Citibank

Rhea-AI Filing Summary

LINDBLAD EXPEDITIONS HOLDINGS, INC. director Mark Ein entered into a prepaid variable share forward transaction referencing up to 1,000,000 shares of the company’s common stock. The contract is divided into 25 components, each tied to up to 40,000 shares.

During the transaction period, Ein may request prepayments on individual components and receive from Citibank the present value based on a forward floor price of $17.8650 per share. At settlement, scheduled between May 7, 2029 and June 11, 2029, he must either deliver the applicable number of shares or pay cash equal to their value, subject to a forward cap price of $29.7750 per share. Ein will pay an upfront cash amount of $1,230,700 to Citibank in connection with this restructuring-type derivative arrangement.

Insights

Equity derivatives analyst

Director enters large prepaid variable forward on 1,000,000 LIND shares.

The filing shows director Mark Ein structuring a prepaid variable share forward with Citibank on up to 1,000,000 underlying shares. This J‑code transaction is categorized as “other” and counted as restructuring, not as a straightforward buy or sell.

The arrangement has a forward floor price of $17.8650 per share and a forward cap price of $29.7750, with settlement scheduled between May 7, 2029 and June 11, 2029. Ein pays an upfront $1,230,700 to Citibank, indicating this is primarily a financing or hedging structure.

Because no open‑market purchase or sale is reported and the net buy/sell direction is neutral in the summary, this event reads as a significant but technical position management step. Future company filings may clarify how much of the referenced share capacity is ultimately settled in stock versus cash.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider EIN MARK

Role null

Type	Security	Shares	Price	Value
Other	Prepaid Variable Forward Sale Contract	1,000,000	$0.00	--

Holdings After Transaction: Prepaid Variable Forward Sale Contract — 1,000,000 shares (Indirect, See Footnote)

Footnotes (1)

1. On May 8, 2026, the reporting person entered into a prepaid variable share forward transaction with Citibank, N.A. ("Citibank"). See Footnote 2 for details of the transaction. The prepaid forward transaction with Citibank is divided into 25 components (each a "Component"). During a specified period during the transaction, the reporting person may request prepayments with respect to one or more Components (each a "Funded Component"), and receive from Citibank for each Funded Component, the present value of the product of (x) the Subject Number (as defined below) for such Funded Component and (y) a forward floor price of $17.8650 per Share. For each Funded Component, the reporting person is obligated to deliver to Citibank, on the relevant settlement date, determined based on the specified scheduled valuation date within the period from May 7, 2029 to June 11, 2029, either, at the reporting person's option, (i) up to 40,000 shares of common stock of the Issuer ("Shares") (such Share number, "Subject Number") or (ii) an amount of cash equivalent to the value of such Shares as determined under the terms of the transaction. (Continued from footnote 2) The forward cap price for the transaction is $29.7750 per Share. In connection with the transaction, the reporting person will pay an upfront cash payment of $1,230,700 to Citibank. On July 8, 2015, Capital Acquisition Management 2 LLC acquired 3,456,416 shares of common stock from the Issuer. Leland Investments, Inc., an entity controlled by Mr. Ein, is the sole member of Capitol Acquisition Management 2 LLC. Accordingly, Mr. Ein is deemed to have beneficial ownership of shares held by Capitol Acquisition Management 2 LLC..

Key Figures

Underlying shares: 1,000,000 shares Components: 25 components Per-component cap: 40,000 shares +5 more

8 metrics

Underlying shares 1,000,000 shares Common stock referenced by prepaid variable forward

Components 25 components Prepaid forward divided into separate components

Per-component cap 40,000 shares Maximum Subject Number of shares per component

Forward floor price $17.8650 per share Price used to calculate prepayment amounts

Forward cap price $29.7750 per share Upper price limit in settlement formula

Upfront cash payment $1,230,700 Amount Ein pays to Citibank at inception

Settlement window start May 7, 2029 Earliest scheduled valuation/settlement date

Settlement window end June 11, 2029 Latest scheduled valuation/settlement date

Key Terms

prepaid variable share forward transaction, forward floor price, forward cap price, Subject Number, +2 more

6 terms

prepaid variable share forward transaction financial

"the reporting person entered into a prepaid variable share forward transaction with Citibank, N.A."

forward floor price financial

"a forward floor price of $17.8650 per Share"

forward cap price financial

"The forward cap price for the transaction is $29.7750 per Share"

Subject Number financial

"the Subject Number (as defined below) for such Funded Component"

settlement date financial

"deliver to Citibank, on the relevant settlement date, determined based on the specified scheduled valuation date"

The settlement date is the day when a securities trade is finalized: the buyer’s cash is delivered and the seller’s shares or bonds are transferred into the buyer’s account. Think of it like the closing day of a purchase, when ownership and payment officially change hands; until then the trade exists as an agreement but not as completed property transfer. Investors care because payment timing affects cash availability, record of ownership, dividends, and legal rights tied to the asset.

beneficial ownership financial

"Accordingly, Mr. Ein is deemed to have beneficial ownership of shares held by Capitol Acquisition Management 2 LLC"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

EIN MARK

(Last) (First) (Middle)

11 WEST 42ND STREET, SUITE 22 B3

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
LINDBLAD EXPEDITIONS HOLDINGS, INC. [ LIND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Prepaid Variable Forward Sale Contract	(1)(2)(3)	05/08/2026		J/K(1)(2)(3)		1,000,000		(1)(2)(3)	(1)(2)(3)	Common Stock	1,000,000	(1)(2)(3)	1,000,000	I	See Footnote(4)

Explanation of Responses:

1. On May 8, 2026, the reporting person entered into a prepaid variable share forward transaction with Citibank, N.A. ("Citibank"). See Footnote 2 for details of the transaction.

2. The prepaid forward transaction with Citibank is divided into 25 components (each a "Component"). During a specified period during the transaction, the reporting person may request prepayments with respect to one or more Components (each a "Funded Component"), and receive from Citibank for each Funded Component, the present value of the product of (x) the Subject Number (as defined below) for such Funded Component and (y) a forward floor price of $17.8650 per Share. For each Funded Component, the reporting person is obligated to deliver to Citibank, on the relevant settlement date, determined based on the specified scheduled valuation date within the period from May 7, 2029 to June 11, 2029, either, at the reporting person's option, (i) up to 40,000 shares of common stock of the Issuer ("Shares") (such Share number, "Subject Number") or (ii) an amount of cash equivalent to the value of such Shares as determined under the terms of the transaction.

3. (Continued from footnote 2) The forward cap price for the transaction is $29.7750 per Share. In connection with the transaction, the reporting person will pay an upfront cash payment of $1,230,700 to Citibank.

4. On July 8, 2015, Capital Acquisition Management 2 LLC acquired 3,456,416 shares of common stock from the Issuer. Leland Investments, Inc., an entity controlled by Mr. Ein, is the sole member of Capitol Acquisition Management 2 LLC. Accordingly, Mr. Ein is deemed to have beneficial ownership of shares held by Capitol Acquisition Management 2 LLC..

	/s/ Mark D. Ein	05/12/2026
	Capital Acquisition Management 2 LLC, By: Leland Investments Inc., By: /s/ Mark D. Ein, President	05/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did LIND director Mark Ein do in this Form 4 filing?

Mark Ein entered a prepaid variable share forward transaction on up to 1,000,000 Lindblad Expeditions shares with Citibank. The deal restructures his exposure using derivative terms rather than reporting a simple open-market stock purchase or sale.

How many LINDBLAD (LIND) shares are referenced in Mark Ein’s prepaid forward?

The prepaid variable forward references 1,000,000 shares of Lindblad Expeditions common stock. These are split into 25 components, each tied to a “Subject Number” of up to 40,000 shares for potential delivery or cash settlement.

What are the key price terms of Mark Ein’s LIND prepaid forward with Citibank?

The transaction uses a forward floor price of $17.8650 per share and a forward cap price of $29.7750 per share. These price levels determine prepayment amounts and eventual share or cash settlement values under the contract’s terms.

When will Mark Ein’s prepaid forward on LIND shares settle?

Each component of the prepaid forward has a scheduled valuation date, with settlement expected between May 7, 2029 and June 11, 2029. On each settlement date, Ein must deliver shares up to the subject number or pay cash instead.

Does the LIND Form 4 show Mark Ein buying or selling stock in the market?

The Form 4 does not report an open-market buy or sell. It classifies the prepaid variable forward as an “other acquisition or disposition” derivative transaction, reflecting restructuring of exposure rather than a straightforward share purchase or sale.

How much cash does Mark Ein pay upfront in the LIND prepaid forward?

Mark Ein will pay an upfront cash amount of $1,230,700 to Citibank. This payment is part of the consideration for entering the prepaid variable share forward contract that references up to 1,000,000 Lindblad Expeditions common shares.