SEACOR Marine (SMHI) CEO nets shares from PRSU vesting and tax withholding

Rhea-AI Filing Summary

SEACOR Marine Holdings Inc. President and CEO John M. Gellert exercised performance restricted stock units that converted into 9,562 shares of Common Stock on a one-for-one basis. These units were part of a 2023 PRSU award, where one performance tranche vested and the remaining PRSUs were forfeited.

To cover tax obligations, 4,193 shares of Common Stock were withheld at $7.31 per share, resulting in a net increase of 5,369 shares in his direct holdings. Following these transactions, Gellert directly holds 1,053,022 shares and has additional indirect interests through entities including JMG Assets, LLC, JMG GST LLC, the Michael E. Gellert 2011 Family Trust, and MCG Assets, LLC.

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^*

Gellert John M

(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)

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

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		9,562	A	(1)	1,057,215	D
Common Stock	03/07/2026		F		4,193	D	$7.31	1,053,022	D
Common Stock								109,109	I	JMG Assets, LLC(2)
Common Stock								95,158	I	JMG GST LLC(3)
Common Stock								26,557	I	Michael E. Gellert 2011 Family Trust(4)
Common Stock								17,180	I	MCG Assets, LLC(5)

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			9,562	03/07/2026(6)	03/07/2026(6)	Common Stock	9,562	$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. The shares reported here are indirectly owned by the Reporting Person through JMG Assets, LLC. The Reporting Person is the manager of JMG Assets, LLC.

3. The shares reported here are indirectly owned by the Reporting Person through JMG GST LLC. The Reporting Person is the manager of JMG GST LLC.

4. The Reporting Person is a co-investment director and beneficiary of the Michael E. Gellert 2011 Family Trust, and of which he disclaims beneficial ownership except to the extent of his pecuniary interest in the shares.

5. The Reporting Person serves as a manager of MCG Assets, LLC and, as such, has the power to direct the voting and disposition of the reported shares. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest in the shares.

6. On 3/7/23, the Reporting Person was granted 47,810 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.
* 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).
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FAQ

What insider transaction did SEACOR Marine (SMHI) report for John M. Gellert?

SEACOR Marine reported that President and CEO John M. Gellert exercised performance restricted stock units into 9,562 shares of Common Stock. The units came from a 2023 PRSU award where one performance tranche vested and the remaining PRSUs were forfeited.

How many SEACOR Marine (SMHI) shares were withheld for John Gellert’s taxes?

To satisfy tax obligations on the vesting, 4,193 shares of SEACOR Marine Common Stock were withheld at $7.31 per share. This withholding is a non-market disposition and does not represent an open-market sale of shares by Gellert.

What are John Gellert’s SEACOR Marine (SMHI) direct share holdings after this Form 4?

After the PRSU conversion and tax withholding, John M. Gellert directly holds 1,053,022 shares of SEACOR Marine Common Stock. This reflects the net result of receiving 9,562 shares from PRSUs and 4,193 shares being withheld to cover associated tax liabilities.

Does John Gellert have indirect ownership of SEACOR Marine (SMHI) shares?

Yes. Gellert has indirect interests in SEACOR Marine shares through entities including JMG Assets, LLC, JMG GST LLC, the Michael E. Gellert 2011 Family Trust, and MCG Assets, LLC, where he is manager, co-investment director, or beneficiary as described in the footnotes.

How were John Gellert’s 2023 PRSUs in SEACOR Marine (SMHI) structured?

On 3/7/23, Gellert received 47,810 PRSUs split into five equal tranches, each tied to specific stock price goals maintained for 60 consecutive trading days. One tranche met its performance and service conditions and settled in shares; the remaining 2023 PRSUs were forfeited.

What triggers settlement of SEACOR Marine (SMHI) performance RSUs into shares?

The performance restricted stock units convert into Common Stock on a one-for-one basis when both stock price performance goals and service-based vesting conditions are satisfied. For the 2023 PRSUs, settlement occurred on the third anniversary grant date for the earned tranche.