SEACOR Marine (NYSE: SMHI) SVP converts PRSUs into common stock

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

SEACOR Marine Holdings Inc. senior vice president and chief accounting officer Gregory Scott Rossmiller exercised performance restricted stock units that converted into 3,719 shares of Common Stock on a one-for-one basis. These shares relate to one earned tranche from a 2023 PRSU grant.

To satisfy tax obligations, 1,464 Common Stock shares were withheld at $7.31 per share, a non‑market disposition coded as tax payment rather than an open‑market sale. After these transactions, Rossmiller directly holds 294,741 Common Stock shares. The remaining 2023 PRSUs that did not meet performance conditions were forfeited.

Insider Trade Summary

3,719 shares exercised/converted

Mixed 3 txns

Insider Rossmiller Gregory Scott

Role SVP & CAO

Type	Security	Shares	Price	Value
Exercise	Performance Restricted Stock Units	3,719	$0.00	--
Exercise	Common Stock	3,719	$0.00	--
Tax Withholding	Common Stock	1,464	$7.31	$11K

Holdings After Transaction: Performance Restricted Stock Units — 0 shares (Direct); Common Stock — 296,205 shares (Direct)

Footnotes (1)

Performance restricted stock units ("PRSUs") convert into shares of Common Stock on a one-for-one basis. On 3/7/23, the Reporting Person was granted 18,595 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.

Form 4 Insider Transactions: What Each Field Means →

03/10/2026 - 05:47 PM

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^*

Rossmiller Gregory Scott

(Last)

(First)

(Middle)

C/O SEACOR MARINE HOLDINGS INC.

12121 WICKCHESTER LANE, SUITE 500

(Street)

HOUSTON

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)
	SVP & CAO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/07/2026		M		3,719	A	⁽¹⁾	296,205	D
Common Stock	03/07/2026		F		1,464	D	$7.31	294,741	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units	⁽¹⁾	03/07/2026		M			3,719	03/07/2026⁽²⁾	03/07/2026⁽²⁾	Common Stock	3,719	$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 18,595 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did SEACOR Marine (SMHI) insider Gregory Scott Rossmiller do in this Form 4?

Gregory Scott Rossmiller exercised performance restricted stock units into 3,719 SEACOR Marine common shares. A portion of these shares was then withheld to cover taxes, leaving him with 294,741 directly held shares after the reported transactions.

How many SEACOR Marine (SMHI) shares did Rossmiller acquire and what was withheld for taxes?

Rossmiller acquired 3,719 SEACOR Marine common shares through PRSU conversion. Of these, 1,464 shares were disposed of via tax withholding at $7.31 per share, with the remaining shares increasing his direct ownership position in the company.

At what price were SEACOR Marine (SMHI) shares used for Rossmiller’s tax withholding?

The shares withheld to cover Rossmiller’s tax obligations were valued at $7.31 per SEACOR Marine share. This F-code transaction reflects payment of tax liability in stock rather than an open-market sale for cash proceeds.

How many SEACOR Marine (SMHI) shares does Rossmiller own after these transactions?

Following the exercise of PRSUs and related tax withholding, Rossmiller directly holds 294,741 SEACOR Marine common shares. This figure reflects his updated ownership position after converting performance units and settling associated tax liabilities in stock.

What were the terms of the 2023 SEACOR Marine (SMHI) performance RSUs granted to Rossmiller?

In 2023, Rossmiller received 18,595 performance RSUs split into five tranches with specific stock price goals between $11.61 and $18.22. Only one tranche satisfied both performance and service-based vesting conditions; the remaining unearned PRSUs from this grant were forfeited.

Do Rossmiller’s SEACOR Marine (SMHI) transactions represent an open-market sale of shares?

No, the Form 4 shows no open-market sale. The F-code transaction reflects 1,464 shares withheld to pay tax liabilities on the PRSU conversion, a non-market disposition that does not indicate discretionary selling into the open market.