SEACOR Marine alters credit deal, sells vessels

SEACOR Marine Holdings Inc. entered into a letter agreement on May 20, 2026 modifying its 2024 credit agreement.

Rhea-AI Filing Summary

SEACOR Marine Holdings Inc. entered into a letter agreement on May 20, 2026 modifying its 2024 credit agreement. The company secured the release of $13.7 million from a restricted escrow account and cancelled $24.6 million of undrawn Tranche B commitments.

After the release, the escrow account holds $41.0 million, which will fully fund the remaining construction payments for two platform supply vessels, each with a contract price of $41.0 million. These new vessels are expected to be delivered in the fourth quarter of 2026 and the first quarter of 2027.

The company also completed the sale of five vessels previously classified as held for sale—two PSVs, one fast support vessel and two liftboats—for total gross proceeds of $46.5 million. Following these sales, SEACOR Marine owns and operates 38 support vessels, including 20 fast support vessels, 15 platform supply vessels and three liftboats, with all but six support vessels flagged outside the United States.

Insights

Credit and capital structure analyst

SEACOR Marine reshapes credit usage and monetizes assets while funding newbuild PSVs.

SEACOR Marine obtained a $13.7 million escrow release and cancelled $24.6 million in undrawn Tranche B commitments under its 2024 credit agreement. The remaining $41.0 million in the escrow account will fully cover construction payments for two new platform supply vessels.

This structure means the company no longer relies on the Tranche B capacity to complete those PSVs, instead using vessel sale proceeds already locked in escrow. The filing also notes total gross proceeds of $46.5 million from selling five vessels previously classified as held for sale, consolidating the fleet at 38 support vessels.

From a balance sheet perspective, this combination of escrow release, unused commitment cancellation and asset sales points to a tighter match between funding sources and specific assets. Future filings covering the fourth quarter of 2026 and first quarter of 2027 will show how the new PSVs affect fleet mix and earnings once delivered.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Escrow release: $13.7 million Cancelled undrawn commitments: $24.6 million Escrow balance: $41.0 million +5 more

8 metrics

Escrow release $13.7 million Released from restricted escrow account to SEACOR Marine Foreign Holdings Inc.

Cancelled undrawn commitments $24.6 million Undrawn Tranche B commitments under 2024 Credit Agreement

Escrow balance $41.0 million Remaining in escrow to fund PSV construction payments

PSV contract price $41.0 million per vessel Contract price for each of two new platform supply vessels

Vessel sale proceeds $46.5 million Total gross proceeds from sale of five vessels held for sale

Total fleet size 38 support vessels Fleet after vessel sales as of May 20, 2026

Fleet composition 20 FSVs, 15 PSVs, 3 liftboats Support vessel mix after asset sales

U.S.-flagged vessels 6 support vessels Number of U.S.-flagged support vessels; remainder foreign flagged

Key Terms

Material Definitive Agreement, Escrow Account, Tranche B, platform supply vessels, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Escrow Account financial

"from a restricted escrow account into which vessel sale proceeds are deposited"

An escrow account is a neutral holding account run by an independent third party where cash, shares, or documents are kept until specific contract conditions are met — like a referee holding the ball until both teams agree the play is fair. Investors care because escrows reduce counterparty risk in deals (mergers, stock purchases, property transactions), ensuring payments or assets are released only when agreed terms are satisfied.

Tranche B financial

"cancellation of the $24.6 million of undrawn commitments available under Tranche B"

platform supply vessels technical

"construction of two platform supply vessels (“PSVs”), each with a contract price of $41.0 million"

Platform supply vessels are ships built to carry equipment, fuel, water and supplies between shore and offshore oil, gas or wind installations; think of them as floating delivery trucks for energy platforms. Investors watch their fleet size, utilization and day rates because demand for these vessels tracks activity at offshore projects and affects charter revenue, cash flow and resale values for owners and shipping companies.

held for sale financial

"two PSVs, one fast support vessel (“FSV”) and two liftboats were classified as held for sale"

An asset or a group of assets classified as 'held for sale' is one the company intends to sell rather than keep using, and management has committed to that plan with an active effort to find a buyer. Investors care because these items are removed from ongoing operating results and valued differently, offering a clearer view of the business’s continuing performance—think of it like marking a piece of furniture for the garage sale rather than counting it as part of your regular household setup.

fast support vessel technical

"one fast support vessel (“FSV”) and two liftboats were classified as held for sale"

A fast support vessel is a relatively small, high-speed ship designed to deliver supplies, personnel, repairs, medical aid or emergency assistance to other ships and offshore facilities. Investors care because these vessels are purchased or contracted by navies, coast guards and offshore operators to maintain operations quickly—contracts or orders for them can signal steady revenue, defense or energy-sector spending, and influence cash flow and backlog for manufacturers and service providers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What credit agreement change did SEACOR Marine (SMHI) disclose in this 8-K?

SEACOR Marine entered a letter agreement modifying its 2024 credit agreement. It released $13.7 million from a restricted escrow account and cancelled $24.6 million of undrawn Tranche B commitments, aligning funding with specific vessel construction needs.

How will SEACOR Marine fund construction of its two new PSVs?

Construction of the two new platform supply vessels will be funded using $41.0 million remaining in an escrow account. Each PSV has a contract price of $41.0 million, and the filing states the escrow balance will fully cover the remaining construction payments.

What vessel sales did SEACOR Marine (SMHI) complete and for how much?

SEACOR Marine sold five vessels that had been classified as held for sale: two PSVs, one fast support vessel and two liftboats. These sales generated total gross proceeds of $46.5 million as of May 20, 2026, according to the filing.

What is SEACOR Marine’s fleet composition after the reported vessel sales?

After selling the five vessels, SEACOR Marine owns and operates 38 support vessels. The fleet consists of 20 fast support vessels, 15 platform supply vessels and three liftboats, with all but six support vessels flagged outside the United States.

When are SEACOR Marine’s new platform supply vessels expected to be delivered?

The filing states the two new platform supply vessels are expected to be delivered in two phases. One PSV is targeted for delivery in the fourth quarter of 2026, and the second in the first quarter of 2027, subject to normal construction timing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/21/2026 - 05:07 PM EDT Learn about SEC filing dates

false000169033400016903342026-05-202026-05-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2026

SEACOR Marine Holdings Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-37966	47-2564547
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12121 Wickchester Lane, Suite 500, Houston, TX	77079
(Address of Principal Executive Offices)	(Zip Code)
Registrant's telephone number, including area code	(346) 980-1700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	SMHI	New York Stock Exchange (“NYSE”)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 20, 2026, SEACOR Marine Holdings Inc. (the “Company”), as parent guarantor, and SEACOR Marine Foreign Holdings Inc., as borrower and wholly-owned subsidiary of the Company (“SMFH”), entered into a letter agreement (“Letter Agreement”) for the purposes of modifying that certain credit agreement, dated as of November 27, 2024, among the Company, SMFH, certain other wholly-owned subsidiaries of the Company, as subsidiary guarantors, an affiliate of EnTrust Global, as lender, Kroll Agency Services Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee (the “2024 Credit Agreement”).

The Letter Agreement provides for (i) the release to SMFH of $13.7 million (the “Release”) from a restricted escrow account into which vessel sale proceeds are deposited from the sale of vessels that serve as collateral under the 2024 Credit Agreement (the “Escrow Account”) and (ii) the cancellation of the $24.6 million of undrawn commitments available under Tranche B of the 2024 Credit Agreement (“Tranche B”). The Tranche B commitments were exclusively available to make a portion of the payments for the construction of two platform supply vessels (“PSVs”), each with a contract price of $41.0 million per vessel. After giving effect to the Release, the Escrow Account holds $41.0 million which will be used to fully fund the remaining PSV construction payments without the need for any additional proceeds from Tranche B. The new PSVs are expected to be delivered in the fourth quarter of 2026 and the first quarter of 2027, respectively.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 Other Events.

As previously disclosed, as of the end of the first quarter of 2026, two PSVs, one fast support vessel (“FSV”) and two liftboats were classified as held for sale by the Company. As of May 20, 2026, all five of the vessels held for sale were sold for total gross sale proceeds of $46.5 million. After giving effect to these sales, the Company owns and operates a fleet of 38 support vessels, comprised of 20 FSVs, 15 PSVs, and three liftboats. Other than six U.S. flagged support vessels, the fleet is foreign flagged.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Waiver and Consent Letter, dated as of May 20, 2026, among SEACOR Marine Foreign Holdings Inc., SEACOR Marine Holdings Inc., Blue Ocean RG SPV III LLC, Kroll Agency Services Limited, and Kroll Trustee Services Limited.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SEACOR Marine Holdings Inc.
May 21, 2026	By:	/s/ John Gellert
		Name: John Gellert
		Title: President and Chief Executive Officer

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 37.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 31.2 KB