EIN MARK 4

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.