SEC Form 4 · accession 0000897069-26-001613
LINDBLAD EXPEDITIONS HOLDINGS, INC. · LIND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Ein
Director
Period of report
Aug 8, 2026
Accepted (ET)
Aug 11, 2026 · 5:29 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001512499
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Stock | Aug 8, 2026 | A | 3,240 | $0.00 | A | 331,842 | D | |
| Common StockF2 | holding | — | — | — | 3,005,117 | I | by Capital Acquisition Management 2, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Prepaid Variable Forward Sale ContractF6,F3,F4,F5 | — | holding | — | — | — | — | — | Common Stock | 300,000 | 300,000 | I |
Explanation of responses
- F1Restricted stock granted under Long-Term Incentive Plan. The restricted stock vests one year from the date of grant, subject to continued service.
- F2Leland Investments Inc., an entity controlled by Mr. Ein, is the sole member of Capital Acquisition Management 2 LLC.
- F3On May 29, 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.
- F4The prepaid forward transaction with Citibank is divided into 10 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 $20.16 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 June 12, 2029 to June 26, 2029, either, at the reporting person's option, (i) up to 30,000 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.
- F5(Continued from footnote 2) The forward cap price for the transaction is $31.36 per Share. In connection with the transaction, the reporting person will pay an upfront cash payment of $255,360 to Citibank.
- F6On 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..