SEACOR Marine (NYSE: SMHI) CFO settles PRSUs, ends with 538,262 common shares

Rhea-AI Filing Summary

SEACOR Marine Holdings EVP & CFO Jesus Llorca exercised performance-based equity awards and increased his direct common stock holdings. On the conversion of 7,703 Performance Restricted Stock Units into the same number of common shares at a stated price of $0.00 per share, his direct ownership rose to 542,195 shares.

To cover tax obligations, 3,933 common shares were disposed of at $7.31 per share, leaving Llorca with 538,262 directly owned shares after the transactions. These units were part of a 38,515-PRSUs grant made on 3/7/23, structured in five stock price tranches, of which only one tranche ultimately vested and was settled in stock; the remaining units were forfeited.

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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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^*

Llorca Jesus

(Last) (First) (Middle)

C/O SEACOR MARINE HOLDINGS INC.

12121 WICKCHESTER LANE, SUITE 500

(Street)

HOUSTON TX 77079

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SEACOR Marine Holdings Inc. [ SMHI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2026

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	03/07/2026		M		7,703	A	(1)	542,195	D
Common Stock	03/07/2026		F		3,933	D	$7.31	538,262	D

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
Performance Restricted Stock Units	(1)	03/07/2026		M			7,703	03/07/2026(2)	03/07/2026(2)	Common Stock	7,703	$0	0	D

Explanation of Responses:

1. Performance restricted stock units ("PRSUs") convert into shares of Common Stock on a one-for-one basis.

2. On 3/7/23, the Reporting Person was granted 38,515 PRSUs ("2023 PRSUs") consisting of five equal tranches, each of which would be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three year performance period beginning on the grant date, provided that any earned PRSUs would not be settled until the third anniversary of the grant date, subject to satisfaction of the service-based vesting requirements set forth in the award agreement. The specified stock price performance goals for each tranche were $11.61, $13.21, $14.91, $16.62 and $18.22, respectively. The service-based vesting requirements and one of the specified stock price performance goals were satisfied during the performance period ending 3/7/26, and the shares of Common Stock were issued at such date with respect to one tranche of the 2023 PRSUs. The remaining 2023 PRSUs were forfeited.

	/s/ Andrew H. Everett II, Attorney-in-Fact	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did SEACOR Marine (SMHI) CFO Jesus Llorca report?

Jesus Llorca reported exercising 7,703 Performance Restricted Stock Units into 7,703 shares of SEACOR Marine common stock. This derivative exercise converted performance-based awards into actual shares, reflecting settlement of previously granted equity compensation.

How many SEACOR Marine (SMHI) shares does the CFO hold after this Form 4?

After these transactions, EVP & CFO Jesus Llorca directly holds 538,262 shares of SEACOR Marine common stock. This figure reflects the PRSU conversion and subsequent tax-withholding share disposition reported in the filing.

Were any SEACOR Marine (SMHI) shares sold on the open market in this Form 4?

The filing shows 3,933 SEACOR Marine shares disposed of at $7.31 per share coded as “F,” meaning they were withheld to satisfy tax liability. This is not characterized as an open-market sale but as tax withholding related to the equity settlement.

What are the key terms of the SEACOR Marine (SMHI) 2023 PRSU grant to the CFO?

On 3/7/23, Llorca received 38,515 Performance Restricted Stock Units split into five equal tranches. Each tranche required specified stock price goals for 60 consecutive trading days within a three-year performance period, plus service-based vesting, before settling in common shares.

How many 2023 PRSUs ultimately vested for SEACOR Marine (SMHI) CFO Llorca?

The filing explains that only one tranche of the 2023 PRSUs satisfied both the stock price performance goal and service-based vesting. Shares of common stock were issued for that tranche on 3/7/26, while the remaining 2023 PRSUs were forfeited.

At what price were SEACOR Marine (SMHI) shares withheld for the CFO’s tax obligations?

The 3,933 SEACOR Marine common shares withheld for taxes were valued at $7.31 per share. This tax-withholding transaction is coded “F” and represents payment of tax liability using shares instead of cash.