How is the prepaid variable share forward for Lindblad (LIND) structured?

The forward is divided into 10 Components, each linked to a Subject Number of up to 30,000 shares. During the transaction period, Ein may request prepayments on Components and later must settle each Funded Component in shares or cash, following the contract’s terms and valuation dates.

Prepaid forward on 300,000 Lindblad (LIND) shares with Citibank

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

LINDBLAD EXPEDITIONS HOLDINGS, INC. director Mark Ein entered into a prepaid variable share forward transaction with Citibank involving 300,000 shares of Lindblad common stock as the underlying security. The contract is structured as 10 Components, each tied to up to 30,000 shares.

For any Funded Component, Ein may receive from Citibank the present value of the product of the relevant Subject Number of shares and a forward floor price of $20.16 per share. On settlement dates tied to scheduled valuation dates between June 12, 2029 and June 26, 2029, he must deliver to Citibank either up to 30,000 shares per Funded Component or cash equal to their value, under the transaction terms.

The forward cap price is $31.36 per share, and Ein will make an upfront cash payment of $255,360 to Citibank. A separate footnote notes that an affiliated entity, Capitol Acquisition Management 2 LLC, acquired 3,456,416 Lindblad shares in 2015, which are beneficially owned through an entity controlled by Ein.

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	300,000	$0.00	--

Holdings After Transaction: Prepaid Variable Forward Sale Contract — 300,000 shares (Indirect, See Footnote)

Footnotes (1)

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. 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. (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. 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: 300,000 shares Forward floor price: $20.16 per share Forward cap price: $31.36 per share +5 more

8 metrics

Underlying shares 300,000 shares Prepaid variable share forward Subject Number across Components

Forward floor price $20.16 per share Used to calculate prepayment amounts for Funded Components

Forward cap price $31.36 per share Upper price level in the prepaid forward transaction

Upfront cash payment $255,360 Payment Ein will make to Citibank in connection with the forward

Historical share acquisition 3,456,416 shares Common stock acquired in 2015 by Capitol Acquisition Management 2 LLC

Components in contract 10 Components Prepaid forward divided into 10 separate Components

Max shares per Component 30,000 shares Subject Number limit for each Component in the forward

Settlement window June 12–26, 2029 Range of scheduled valuation dates for determining settlement dates

Key Terms

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

6 terms

Component financial

"The prepaid forward transaction with Citibank is divided into 10 components (each a "Component")."

Subject Number financial

"the product of (x) the Subject Number (as defined below) for such Funded Component and (y) a forward floor price"

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."

Funded Component financial

"the reporting person may request prepayments with respect to one or more Components (each a "Funded Component")"

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 12:02 PM

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

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)
05/29/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Prepaid Variable Forward Sale Contract	⁽¹⁾⁽²⁾⁽³⁾	05/29/2026		J/K⁽¹⁾⁽²⁾⁽³⁾		300,000		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	300,000	⁽¹⁾⁽²⁾⁽³⁾	300,000	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. 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.

2. 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.

3. (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.

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	06/02/2026
	Capital Acquisition Management 2 LLC, By: Leland Investments Inc., By: /s/ Mark D. Ein, President	06/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Lindblad Expeditions (LIND) director Mark Ein report?

Mark Ein reported entering a prepaid variable share forward contract with Citibank on 300,000 underlying Lindblad common shares. The contract is split into 10 Components, each referencing up to 30,000 shares, and is treated as an other, restructuring-type derivative transaction.

What are the key price terms of Mark Ein’s Lindblad (LIND) forward contract?

The forward includes a floor price of $20.16 per share and a cap price of $31.36 per share. These levels help define the cash value Ein can receive upfront and the ultimate share or cash obligation he owes Citibank at settlement for each Funded Component.

When will the Lindblad (LIND) prepaid forward contract settle?

Settlement for each Funded Component occurs on a date tied to a scheduled valuation date between June 12, 2029 and June 26, 2029. On each settlement date, Ein must deliver either up to 30,000 shares per Component or cash equal to those shares’ contractually determined value.

What cash payments are involved in the Lindblad (LIND) prepaid forward?

In connection with the prepaid forward, Ein will pay an upfront cash amount of $255,360 to Citibank. Separately, for any Funded Component, he may receive from Citibank the present value of the floor-price product, based on the Subject Number of shares for that Component.

How many Lindblad (LIND) shares are associated with Mark Ein’s historical holdings?

A related entity, Capitol Acquisition Management 2 LLC, acquired 3,456,416 Lindblad common shares in 2015 from the company. Leland Investments, Inc., controlled by Ein, is the sole member of that LLC, so Ein is deemed to beneficially own the shares held by Capitol Acquisition Management 2 LLC.