SEACOR Marine (SMHI) counsel vests 3,984 PRSUs, 2,038 shares withheld

Rhea-AI Filing Summary

SEACOR Marine Holdings Inc. senior vice president, general counsel and secretary Andrew H. Everett II exercised 3,984 performance restricted stock units, converting them into the same number of common shares. Of these, 2,038 shares were withheld at $7.31 per share to cover tax obligations, leaving him with 293,595 directly held shares. The vested units represented one earned tranche from a 19,920-unit 2023 performance grant, while the remaining 2023 performance 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^*

Everett Andrew H II

(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)
	Sr. VP, General Counsel & Secy

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		3,984	A	(1)	295,633	D
Common Stock	03/07/2026		F		2,038	D	$7.31	293,595	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			3,984	03/07/2026(2)	03/07/2026(2)	Common Stock	3,984	$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 19,920 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	03/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did SEACOR Marine (SMHI) report for Andrew H. Everett II?

SEACOR Marine reported that Andrew H. Everett II exercised 3,984 performance restricted stock units into common shares. This reflects vesting of a performance-based award rather than an open-market share purchase or sale, and is part of his equity compensation package.

How many SEACOR Marine (SMHI) shares does Andrew H. Everett II hold after this Form 4?

After the reported transactions, Andrew H. Everett II directly holds 293,595 shares of SEACOR Marine common stock. This total reflects both the 3,984 shares from vested performance units and the 2,038 shares withheld to satisfy tax obligations on the award.

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

No open-market sale was reported. Instead, 2,038 shares of common stock were withheld at $7.31 per share to pay tax liabilities arising from the vesting of performance restricted stock units, a standard non-market mechanism tied to equity compensation.

What are the key terms of the 2023 performance restricted stock units for SEACOR Marine (SMHI)?

The 2023 grant covered 19,920 performance restricted stock units divided into five equal tranches. Each tranche could be earned if specified stock price goals were met for 60 consecutive trading days within a three-year period, alongside additional service-based vesting conditions.

How many 2023 performance RSUs for SEACOR Marine (SMHI) ultimately vested for Andrew H. Everett II?

One tranche of the 2023 performance restricted stock units vested, resulting in issuance of 3,984 common shares on the third anniversary of the grant. The remaining performance units from the original 19,920-unit grant did not meet conditions during the performance period and were forfeited.

What stock price performance goals applied to SEACOR Marine (SMHI) 2023 PRSU tranches?

The 2023 performance RSUs had five stock price hurdles: $11.61, $13.21, $14.91, $16.62 and $18.22 per share. Each tranche required the closing price to meet or exceed its goal for 60 consecutive trading days within the three-year performance period to be earned.