Seacor Marine Holdings Inc.
A provider of offshore marine support, ferrying cargo and crews to oil, gas, and wind platforms aboard a global fleet of supply ships, fast support vessels, and liftboats. It grew out of SEACOR Holdings, founded in 1989 when attorney Charles Fabrikant bought NICOR Marine and named the firm "SEACOR" so workers could simply paint over two letters of the old "NICOR" signage and save on rebranding. The offshore arm was spun off as its own company in 2017.
The Reporting Person purchased the Shares based on the Reporting Person's belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to further increase or decrease his position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable. The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, engaging in additional communications with management and the Issuer's Board of Directors, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Person's investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of his Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing his intention with respect to any and all matters referred to in Item 4 On June 22, 2026, the Reporting Person delivered a letter (the "Letter") to the Board of Directors of the Issuer (the "Board") urging the Board to explore strategic alternatives, including an outright sale of the Company or a structured monetization of its assets, to address the significant discount between the Company's current stock price and the estimated net asset value of its fleet. A copy of the Letter is filed as Exhibit 1 to this Schedule 13D and is incorporated herein by reference.
The securities were acquired in connection with the anticipated vesting of 58,905 performance restricted stock units ("PRSUs") on March 11, 2025. The acquisition of shares of Common Stock resulting from the vesting of the PRSUs, caused Mr. Gellert to exceed 5% beneficial ownership in the Issuer. On March 11, 2022, Mr. Gellert was granted 58,905 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 service-based vesting requirements and each of the specified stock price performance goals are anticipated to be satisfied during the performance period ending March 11, 2025 and the shares of Common Stock are expected to be issued at such date. From time to time, subject to restrictions that may be applicable by virtue of his role as President and Chief Executive Officer of the Company, Mr. Gellert may acquire additional shares of the Company's Common Stock or determine to dispose of shares of Common Stock beneficially owned by him, including by a Rule 10b5-1 trading arrangement as may be disclosed from time to time in the Issuer's periodic filings. Other than as described above, Mr. Gellert has no current plans or proposals that relate to or would result in any actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The securities were acquired in connection with the anticipated vesting of 58,905 performance restricted stock units ("PRSUs") on March 11, 2025. The acquisition of shares of Common Stock resulting from the vesting of the PRSUs, caused Mr. Gellert to exceed 5% beneficial ownership in the Issuer. On March 11, 2022, Mr. Gellert was granted 58,905 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 service-based vesting requirements and each of the specified stock price performance goals are anticipated to be satisfied during the performance period ending March 11, 2025 and the shares of Common Stock are expected to be issued at such date. From time to time, subject to restrictions that may be applicable by virtue of his role as President and Chief Executive Officer of the Company, Mr. Gellert may acquire additional shares of the Company's Common Stock or determine to dispose of shares of Common Stock beneficially owned by him, including by a Rule 10b5-1 trading arrangement as may be disclosed from time to time in the Issuer's periodic filings. Other than as described above, Mr. Gellert has no current plans or proposals that relate to or would result in any actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Carl K. Oppenheimer | 13GPassive | 5.1% | 1.38M | Aug 11, 2026 |
| Oppenheimer + Close, LLC | 13GPassive | 2.6% | 705.8K | Aug 11, 2026 |
| Oppvest, LLC | 13GPassive | 2.5% | 678.0K | Aug 11, 2026 |
| P. Oppenheimer Investment Parternship, LP | 13GPassive | 1.95% | 530.0K | Aug 11, 2026 |
| Oppenheimer-Close Investment Partnership, LP | 13GPassive | 0.55% | 148.0K | Aug 11, 2026 |
| Chernett Jorey | 13DActivist | 7.19% | 1.95M | Jun 22, 2026 |
The Reporting Person purchased the Shares based on the Reporting Person's belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to further increase or decrease his position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable. The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, engaging in additional communications with management and the Issuer's Board of Directors, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Person's investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of his Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing his intention with respect to any and all matters referred to in Item 4 On June 22, 2026, the Reporting Person delivered a letter (the "Letter") to the Board of Directors of the Issuer (the "Board") urging the Board to explore strategic alternatives, including an outright sale of the Company or a structured monetization of its assets, to address the significant discount between the Company's current stock price and the estimated net asset value of its fleet. A copy of the Letter is filed as Exhibit 1 to this Schedule 13D and is incorporated herein by reference. | ||||
| Dimensional Fund Advisors LP | 13G/APassive | 4.8% | 1.28M | Jan 21, 2026 |
| The Vanguard Group | 13G/APassive | 4.57% | 1.24M | Oct 30, 2025 |
| John M. Gellert | 13DActivist | 5.1% | 1.42M | Jan 17, 2025 |
The securities were acquired in connection with the anticipated vesting of 58,905 performance restricted stock units ("PRSUs") on March 11, 2025. The acquisition of shares of Common Stock resulting from the vesting of the PRSUs, caused Mr. Gellert to exceed 5% beneficial ownership in the Issuer. On March 11, 2022, Mr. Gellert was granted 58,905 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 service-based vesting requirements and each of the specified stock price performance goals are anticipated to be satisfied during the performance period ending March 11, 2025 and the shares of Common Stock are expected to be issued at such date. From time to time, subject to restrictions that may be applicable by virtue of his role as President and Chief Executive Officer of the Company, Mr. Gellert may acquire additional shares of the Company's Common Stock or determine to dispose of shares of Common Stock beneficially owned by him, including by a Rule 10b5-1 trading arrangement as may be disclosed from time to time in the Issuer's periodic filings. Other than as described above, Mr. Gellert has no current plans or proposals that relate to or would result in any actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. | ||||
| JMG Assets, LLC | 13DActivist | 0.4% | 109.1K | Jan 17, 2025 |
The securities were acquired in connection with the anticipated vesting of 58,905 performance restricted stock units ("PRSUs") on March 11, 2025. The acquisition of shares of Common Stock resulting from the vesting of the PRSUs, caused Mr. Gellert to exceed 5% beneficial ownership in the Issuer. On March 11, 2022, Mr. Gellert was granted 58,905 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 service-based vesting requirements and each of the specified stock price performance goals are anticipated to be satisfied during the performance period ending March 11, 2025 and the shares of Common Stock are expected to be issued at such date. From time to time, subject to restrictions that may be applicable by virtue of his role as President and Chief Executive Officer of the Company, Mr. Gellert may acquire additional shares of the Company's Common Stock or determine to dispose of shares of Common Stock beneficially owned by him, including by a Rule 10b5-1 trading arrangement as may be disclosed from time to time in the Issuer's periodic filings. Other than as described above, Mr. Gellert has no current plans or proposals that relate to or would result in any actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. | ||||