X0609
4
2026-05-08
0001512499
LINDBLAD EXPEDITIONS HOLDINGS, INC.
LIND
0001246840
EIN MARK
false
11 WEST 42ND STREET, SUITE 22 B3
NEW YORK
NY
10036
true
false
false
false
false
Prepaid Variable Forward Sale Contract
2026-05-08
4
J
true
1000000
A
Common Stock
1000000
1000000
I
See Footnote
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.
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.
(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.
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..
/s/ Mark D. Ein
2026-05-12
Capital Acquisition Management 2 LLC, By: Leland Investments Inc., By: /s/ Mark D. Ein, President
2026-05-12