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Lindblad Expeditions (LIND) director Mark Ein granted stock, structures forward deal

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

LINDBLAD EXPEDITIONS HOLDINGS, INC. director Mark Ein received a grant of 3,240 shares of restricted stock on August 8, 2026 under a Long-Term Incentive Plan. The award vests one year from grant, subject to continued service, bringing his directly held equity reported in this filing to 331,842 shares. Ein is also deemed to beneficially own 3,005,117 shares of common stock held indirectly through Capital Acquisition Management 2 LLC and maintains an indirect prepaid variable forward sale contract over 300,000 underlying common shares. That forward, entered into with Citibank, N.A. on May 29, 2026, has a forward floor price of $20.16, a forward cap price of $31.36, is divided into 10 components of up to 30,000 shares each, and contemplates settlement during a period from June 12, 2029 to June 26, 2029. In connection with the transaction, Ein will pay an upfront cash amount of $255,360 to Citibank.

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Insider EIN MARK
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock F1 3,240 $0.00 $0.00
holding Prepaid Variable Forward Sale Contract F3, F4, F5, F6 -- -- --
holding Common Stock F2 -- -- --
Holdings After Transaction: Restricted Stock — 331,842 shares (Direct); Prepaid Variable Forward Sale Contract — 300,000 shares (Indirect, See Footnote); Common Stock — 3,005,117 shares (Indirect, by Capital Acquisition Management 2, LLC)
Footnotes (6)
  1. F1. Restricted stock granted under Long-Term Incentive Plan. The restricted stock vests one year from the date of grant, subject to continued service.
  2. F2. Leland Investments Inc., an entity controlled by Mr. Ein, is the sole member of Capital Acquisition Management 2 LLC.
  3. F3. On May 29, 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.
  4. F4. The prepaid forward transaction with Citibank is divided into 10 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 $20.16 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 June 12, 2029 to June 26, 2029, either, at the reporting person's option, (i) up to 30,000 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.
  5. F5. (Continued from footnote 2) The forward cap price for the transaction is $31.36 per Share. In connection with the transaction, the reporting person will pay an upfront cash payment of $255,360 to Citibank.
  6. F6. 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..
Restricted stock granted 3,240 shares Restricted stock award on August 8, 2026 under Long-Term Incentive Plan
Direct holdings after grant 331,842 shares Total direct equity reported following the restricted stock grant
Indirect common stock holdings 3,005,117 shares Common stock held indirectly through Capital Acquisition Management 2 LLC
Underlying shares in prepaid forward 300,000 shares Common stock underlying prepaid variable forward sale contract
Forward floor price $20.16 per Share Floor price used to calculate prepayment under each funded component
Forward cap price $31.36 per Share Cap price applicable to the prepaid variable forward transaction
Upfront cash payment $255,360 Cash amount Ein will pay to Citibank in connection with the forward
Forward settlement window June 12, 2029 to June 26, 2029 Period during which settlement dates are determined for components
Restricted stock financial
"Restricted stock granted under Long-Term Incentive Plan."
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
Prepaid variable share forward transaction financial
"entered into a prepaid variable share forward transaction with Citibank"
forward floor price financial
"a forward floor price of $20.16 per Share"
forward cap price financial
"The forward cap price for the transaction is $31.36 per Share"
Subject Number financial
"the Subject Number (as defined below) for such Funded Component"
Funded Component financial
"request prepayments with respect to one or more Components (each a "Funded Component")"

FAQ

What did LIND director Mark Ein report in this Form 4 for LINDBLAD EXPEDITIONS (LIND)?

Mark Ein reported a grant of 3,240 restricted shares that vest in one year, increasing his directly reported holdings to 331,842 shares. He also disclosed an indirect prepaid variable forward linked to 300,000 common shares.

How many LINDBLAD EXPEDITIONS (LIND) shares does Mark Ein beneficially own after this filing?

The Form 4 shows 331,842 shares held directly and 3,005,117 common shares held indirectly through Capital Acquisition Management 2 LLC. A prepaid variable forward references an additional 300,000 underlying shares held indirectly.

What are the key terms of Mark Ein’s prepaid variable forward on LIND stock?

The prepaid variable forward covers 300,000 underlying common shares, with a $20.16 forward floor price and $31.36 forward cap price. It is split into 10 components of up to 30,000 shares each, with settlement dates in June 2029.

When do the newly granted restricted shares for LIND vest for Mark Ein?

The 3,240 restricted shares granted to Mark Ein vest one year from the August 8, 2026 grant date, contingent on his continued service, under the company’s Long-Term Incentive Plan.

What upfront cash payment is associated with the LIND prepaid variable forward?

In connection with the prepaid variable forward linked to 300,000 shares, Mark Ein will pay Citibank an upfront cash amount of $255,360, as stated in the Form 4 footnotes describing the transaction.

Over what period will Mark Ein settle the prepaid variable forward on LIND shares?

Settlement for each component of the prepaid variable forward occurs on dates tied to valuation between June 12, 2029 and June 26, 2029, when Ein must deliver shares or an equivalent cash amount.

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SEC Form 4
FORM 4UNITED 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)
C/O LINDBLAD EXPEDITIONS HOLDINGS, INC.
11 W 42ND STREET, SUITE 22B3

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Restricted Stock08/08/2026A(1)3,240A$0331,842D
Common Stock3,005,117Iby Capital Acquisition Management 2, LLC(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Prepaid Variable Forward Sale Contract(3)(4)(5) (3)(4)(5) (3)(4)(5)Common Stock300,000300,000ISee Footnote(6)
Explanation of Responses:
1. Restricted stock granted under Long-Term Incentive Plan. The restricted stock vests one year from the date of grant, subject to continued service.
2. Leland Investments Inc., an entity controlled by Mr. Ein, is the sole member of Capital Acquisition Management 2 LLC.
3. On May 29, 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.
4. The prepaid forward transaction with Citibank is divided into 10 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 $20.16 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 June 12, 2029 to June 26, 2029, either, at the reporting person's option, (i) up to 30,000 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.
5. (Continued from footnote 2) The forward cap price for the transaction is $31.36 per Share. In connection with the transaction, the reporting person will pay an upfront cash payment of $255,360 to Citibank.
6. 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. Ein08/11/2026
Capitol Acquisition Management 2 LLC, By: Leland Investments Inc., By: /s/ Mark D. Ein, President08/11/2026
** Signature of Reporting PersonDate
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)