Odyssey Marine: Insider No Longer >10% After 6.06M-Share Issuance

Rhea-AI Filing Summary

On August 14, 2025 the issuer, Odyssey Marine Exploration, Inc. (OMEX), issued a total of 6,056,073 shares of common stock, bringing the outstanding share count to 45,190,598. As reported on Form 4 filed by director Juan Antonio Carlos Cortina Gallardo, the director beneficially owned 3,931,466 common shares indirectly through Promotora de Inversiones CapLat Espana, S.L. The new issuance reduced the director's stake to below 10% of outstanding shares, and the reporting person states they are no longer subject to Section 16 reporting obligations solely because of that issuance.

Insights

Securities Analyst

TL;DR: Share issuance increased outstanding shares and reduced a director's ownership below 10%, altering Section 16 reporting status but not indicating a sale by the director.

The Form 4 discloses an indirect holding of 3,931,466 shares by the director via an entity and notes the issuer issued 6,056,073 shares, lifting total outstanding to 45,190,598. This change is material from a regulatory-compliance perspective because it removes the director from the >10% reporting threshold. There is no indication the director sold shares; the change in percentage ownership resulted from the issuer's dilution. Investor impact is primarily administrative, though dilution modestly reduces existing ownership percentages.

Corporate Governance Expert

TL;DR: The filing documents a regulatory-status change for a director due to issuer dilution; it raises governance transparency but no misconduct.

The signature-dated Form 4 clarifies that the director's Section 16 obligations cease solely because the issuer increased share count. The report specifies indirect ownership via Promotora de Inversiones CapLat Espana, S.L., and includes a manual signature. From a governance viewpoint, the filing is procedurally correct and informative; it does not disclose related-party transactions, sales, or new insider purchases.

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

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X

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^*

Cortina Gallardo Juan Antonio Carlos

(Last) (First) (Middle)

MONTE CAUCASO 915-4

LOMAS DE CHAPULTEPC

(Street)

MEXICO CITY O5 11000

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ODYSSEY MARINE EXPLORATION INC [ OMEX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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

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

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

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
Common Stock								3,931,466(1)	I	By Promotora de Inversiones CapLat Espana, S.L.

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

Explanation of Responses:

1. On August 14, 2025, the issuer filed a Form 8-K reporting the issuance of an aggregate of 6,056,073 shares of the issuer's common stock and that following the issuances the issuer had 45,190,598 shares of common stock outstanding. Solely as a result of the events disclosed in the Form 8-K, the reporting person no longer holds ten percent or more of the issuer's outstanding common stock and is therefore no longer subject to Section 16 reporting requirements.

	/s/ Juan Antonio Carlos Cortina Gallardo	08/20/2025
	** 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.
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