OMEX Form 4: Exercises at $1.10, ~979k Shares Sold, Holdings Shifted to Promotora

Rhea-AI Filing Summary

Juan Antonio Carlos Cortina Gallardo, a director and sole manager of related entities, reported a series of stock exercises, sales and intercompany transfers in Odyssey Marine Exploration, Inc. (OMEX). Capital Latinoamericano, S.A. de C.V. exercised subscription rights to acquire 489,279 shares at $1.10 under a Securities Purchase Agreement. In July, Capital Latinoamericano sold 96,409, 473,591 and 409,100 shares at weighted average prices around $1.70–$1.72. CapLat transferred 1,991,998 shares to its wholly owned Promotora de Inversiones CapLat Espana S.L., which then exercised rights to acquire 1,939,468 shares, leaving Promotora with 3,931,466 shares beneficially owned indirectly.

Positive

• CapLat exercised subscription rights to acquire 489,279 shares at $1.10 under the Securities Purchase Agreement.
• Promotora de Inversiones CapLat Espana S.L. ended with 3,931,466 shares beneficially owned indirectly following assignment and exercises.
• Corporate reorganization documented via a Contribution Agreement and Assignment moved holdings into a wholly owned subsidiary, centralizing indirect ownership.

Negative

• Capital Latinoamericano sold 979,100 shares across three July transactions at weighted average prices near $1.70–$1.7245, reducing its direct holdings prior to transfer.
• Reporting person disclaims direct beneficial ownership of shares held by the affiliated entities except for pecuniary interest, which may limit clarity on direct control.

Insights

Securities Analyst

TL;DR: Large affiliated exercises, sales and an intra-group transfer materially reshaped indirect holdings, producing substantial position movement.

This Form 4 shows a mix of acquisitions via subscription rights at $1.10 and open-market disposals at roughly $1.70–$1.74, plus a contribution/assignment that moved nearly two million shares from CapLat to CapLat Espana and increased Promotora's indirect stake to 3,931,466 shares. Impact: impactful for share register composition, but mixed for valuation since purchases at $1.10 contrast with sales near $1.70; net economic exposure remains through affiliated entities. Rating: 0 (neutral).

Corporate Governance Expert

TL;DR: Transactions are structured within related entities; disclosure clarifies indirect ownership and pecuniary interest disclaimers.

The reporting person consistently disclaims direct beneficial ownership of shares held by CapLat and CapLat Espana except to the extent of ultimate pecuniary interest, and documents a Contribution and Assignment that transferred rights and shares between affiliated vehicles. From a governance perspective this is impactful to beneficial ownership transparency and should be tracked by investors for voting and control analysis. Rating: 0 (neutral).

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^*

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)
06/30/2025

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	06/30/2025		X(1)		489,279(2)	A	$1.1	2,971,098	I	By Capital Latinoamericano, S.A. de C.V.(3)
Common Stock	07/17/2025		S		96,409	D	$1.7027	2,874,689	I	By Capital Latinoamericano, S.A. de C.V.(3)
Common Stock	07/18/2025		S		473,591	D	$1.7245(4)	2,401,098	I	By Capital Latinoamericano, S.A. de C.V.(3)
Common Stock	07/22/2025		S		409,100	D	$1.7029(5)	1,991,998	I	By Capital Latinoamericano, S.A. de C.V.(3)
Common Stock	07/29/2025		J(6)		1,991,998	D	$0.0000	0.0000	I	By Capital Latinoamericano, S.A. de C.V.(3)
Common Stock	07/29/2025		J(6)		1,991,998	A	$0.0000	1,991,998	I	By Promotora de Inversiones CapLat Espana, S.L.(7)
Common Stock	07/31/2025		X(1)		1,939,468(8)	A	$1.1	3,931,466	I	By Promotora de Inversiones CapLat Espana, S.L.(7)

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
Subscription Right	$1.1	06/30/2025		X(1)			489,279(2)	04/25/2025	07/31/2025	Common Stock	489,279	$1.1	1,939,468	I	By Capital Latinoamericano, S.A. de C.V.(3)
Subscription Right	$1.1	07/25/2025		J(9)			1,939,468	04/25/2025	07/31/2025	Common Stock	1,939,468	$0.0000	0.0000	I	By Capital Latinoamericano, S.A. de C.V.(3)
Subscription Right	$1.1	07/25/2025		J(9)		1,939,468		07/25/2025	07/31/2025	Common Stock	1,939,468	$0.0000	1,939,468	I	By Promotora de Inversiones CapLat Espana, S.L.(7)
Subscription Right	$1.1	07/31/2025		X(1)			1,939,468(8)	07/25/2025	07/31/2025	Common Stock	1,939,468	$1.1	0.0000	I	By Promotora de Inversiones CapLat Espana, S.L.(7)

Explanation of Responses:

1. This transaction is exempted under Rule 16b-6(b).

2. Pursuant to a Securities Purchase Agreement dated as of December 23, 2024 (the "SPA"), Capital Latinoamericano, S.A. de C.V. ("CapLat") CapLat exercised its right to acquire 489,279 shares of the issuer's common stock.

3. The reporting person is a sole member and manager of CapLat. The reporting person disclaims any beneficial ownership of any shares held by CapLat except to the extent of his ultimate pecuniary interest.

4. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $1.6935 to $1.7456. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

5. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $1.70 to $1.7039. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

6. Pursuant to a Contribution Agreement dated as of July 29, 2025, CapLat transferred all of its right title and interest in 1,991,998 shares of the issuer's common stock to its wholly owned subsidiary, Promotora de Inversiones Caplat Espana S.L. ("CapLat Espana").

7. The reporting person is the sole manager of CapLat Espana. The reporting person disclaims any beneficial ownership of any shares held by CapLat Espana except to the extent of his ultimate pecuniary interest.

8. Pursuant to the SPA, and an assignment agreement between CapLat and CapLat Espana dated July 25, 2025 (the "Assignment"), CapLat Espana exercised its right to acquire 1,939,468 shares of the issuer's common stock.

9. Pursuant the Assignment, CapLat assigned all of its right, title and interest in its option to purchase the issuer's shares of common stock to CapLat Espana.

	/s/ Juan Antonio Carlos Cortina Gallardo	08/13/2025
	** 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.
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.

FAQ

What transactions did the OMEX insider report?

Exercises, sales and intra-group transfers: CapLat exercised rights for 489,279 shares at $1.10; sold 96,409, 473,591, and 409,100 shares in July; transferred 1,991,998 shares to CapLat Espana; Promotora acquired 1,939,468 additional shares.

How many shares does Promotora de Inversiones CapLat Espana hold indirectly?

3,931,466 shares beneficially owned indirectly by Promotora following the Assignment and subsequent exercises.

At what prices were the sales executed?

Weighted average sale prices: 07/17 at $1.7027; 07/18 weighted avg $1.7245 (range $1.6935–$1.7456); 07/22 weighted avg $1.7029 (range $1.70–$1.7039).

What price was paid for the subscription exercises?

$1.10 per share for the exercised subscription rights reported in the filing.

Does the reporting person claim direct beneficial ownership of these shares?

No. The reporting person disclaims direct beneficial ownership of shares held by CapLat and CapLat Espana except to the extent of his ultimate pecuniary interest.