EIN MARK 4
4 · LINDBLAD EXPEDITIONS HOLDINGS, INC. · Filed May 12, 2026
Research Summary
AI-generated summary of this filing
Lindblad (LIND) Director Mark Ein Enters Prepaid Forward (1,000,000)
What Happened
Mark Ein, a director of Lindblad Expeditions Holdings, Inc. (LIND), entered into a prepaid variable share forward transaction on May 8, 2026 that covers up to 1,000,000 underlying shares (reported as a derivative "other acquisition/disposition," code J). The transaction is structured as 25 components (up to 40,000 shares per component). The agreement includes a forward floor price of $17.8650 and a forward cap price of $29.7750. In connection with the transaction Mr. Ein will pay an upfront cash amount of $1,230,700 to Citibank, N.A. Settlement (share delivery or cash equivalent) for funded components is scheduled based on valuation dates in the period May 7, 2029 to June 11, 2029. This is a derivative monetization/forward contract — not a straightforward buy or sale of common stock.
Key Details
- Transaction date filed: May 8, 2026 (Form 4 filed May 12, 2026). The Form 4 was posted four days after the transaction date, which may exceed the usual 2-business-day Form 4 reporting window.
- Reported transaction: "Other acquisition or disposition" (code J), derivative covering 1,000,000 shares; price listed as N/A (derivative).
- Economic terms: forward floor $17.8650/share; forward cap $29.7750/share; 25 components × up to 40,000 shares each = up to 1,000,000 shares; settlement window May 7–June 11, 2029 for funded components.
- Cash flow: Mr. Ein will pay an upfront cash payment of $1,230,700 to Citibank in connection with the transaction.
- Ownership noted: Footnote states Mr. Ein is deemed to beneficially own 3,456,416 shares held by Capital Acquisition Management 2 LLC (an entity he controls). This derivative does not itself transfer the underlying shares at signing.
Context
A prepaid variable forward lets an insider monetize a stake or hedge exposure without an immediate open-market sale: the insider may receive or pay cashupfront and later deliver shares (or cash) at settlement within specified price bounds (floor and cap). Because this is a derivative arrangement and not an outright purchase or sale of shares today, it should be interpreted as a financing/hedging structure rather than a direct bullish or bearish trade.
Insider Transaction Report
- OtherSwap
Prepaid Variable Forward Sale Contract
[F1][F2][F3][F4]2026-05-08+1,000,000→ 1,000,000 total(indirect: See Footnote)→ Common Stock (1,000,000 underlying)
Footnotes (4)
- [F1]On May 8, 2026, the reporting person entered into a prepaid variable share forward transaction with Citibank, N.A. ("Citibank"). See Footnote 2 for details of the transaction.
- [F2]The prepaid forward transaction with Citibank is divided into 25 components (each a "Component"). During a specified period during the transaction, the reporting person may request prepayments with respect to one or more Components (each a "Funded Component"), and receive from Citibank for each Funded Component, the present value of the product of (x) the Subject Number (as defined below) for such Funded Component and (y) a forward floor price of $17.8650 per Share. For each Funded Component, the reporting person is obligated to deliver to Citibank, on the relevant settlement date, determined based on the specified scheduled valuation date within the period from May 7, 2029 to June 11, 2029, either, at the reporting person's option, (i) up to 40,000 shares of common stock of the Issuer ("Shares") (such Share number, "Subject Number") or (ii) an amount of cash equivalent to the value of such Shares as determined under the terms of the transaction.
- [F3](Continued from footnote 2) The forward cap price for the transaction is $29.7750 per Share. In connection with the transaction, the reporting person will pay an upfront cash payment of $1,230,700 to Citibank.
- [F4]On July 8, 2015, Capital Acquisition Management 2 LLC acquired 3,456,416 shares of common stock from the Issuer. Leland Investments, Inc., an entity controlled by Mr. Ein, is the sole member of Capitol Acquisition Management 2 LLC. Accordingly, Mr. Ein is deemed to have beneficial ownership of shares held by Capitol Acquisition Management 2 LLC..