|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
SEACOR Marine Holdings Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
(CUSIP Number) |
Jorey Chernett 6222 Indianwood Tr., Bloomfield Hills, MI, 48301 (248) 469-8811 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/22/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Chernett Jorey | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,946,963.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.19 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
SEACOR Marine Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
12121 WICKCHESTER LANE, SUITE 500, HOUSTON,
TEXAS
, 77079. | |
Item 1 Comment:
This Schedule 13D (this "Schedule 13D") is filed by the Reporting Person (as defined below) with respect to the Common Stock, $0.01 par value (the "Shares"), of SEACOR Marine Holdings, Inc., a Delaware corporation (the "Issuer").
The Reporting Person previously reported beneficial ownership of shares of the Issuer described herein on Schedule 13G, initially filed on December 31, 2025 (as amended, the "Schedule 13G"). This Schedule 13D represents the initial statement on Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission (the "SEC") with respect to shares of the Issuer and amends and supersedes the Schedule 13G. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is filed by Jorey Chernett (the "Reporting Person"). | |
| (b) | The principal business address of the Reporting Person is 6222 Indianwood Trail, Bloomfield Hills, MI 48301. | |
| (c) | The Reporting Person is a private investor. | |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The 1,946,963 Shares held by Mr. Chernett were acquired through private transactions using personal funds in the amount of $12,717,562. | ||
| Item 4. | Purpose of Transaction | |
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. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate percentage of Shares beneficially owned by the Reporting Person is based upon 27,062,277 Shares outstanding as of April 24, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on April 29, 2026.
As of the close of business on June 22, 2026, the Reporting Person beneficially owned 1,946,963 Shares.
Percentage: Approximately 7.19% | |
| (b) | 1. Sole power to vote or direct vote: 1,946,963
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,946,963
4. Shared power to dispose or direct the disposition: 0 | |
| (c) | The transactions in the Shares by the Reporting Person during the past sixty days are set forth in more detail in Exhibit 2 attached hereto. | |
| (d) | No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Other than as described herein, the Reporting Person does not have any other contracts, arrangements, understandings or relationships with respect to the Issuer's securities. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Letter from Jorey Chernett to the Board of Directors of SEACOR Marine Holdings, Inc., dated June 22, 2026.
Exhibit 2: Transactions in the Securities | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
Exhibit 1 – Letter to Issuer
June 22, 2026
The Board of Directors
SEACOR Marine Holdings Inc.
1212 West Sam Houston Parkway North, Suite 350
Houston, Texas 77043
RE: Strategic Opportunities to Address Valuation Dislocation and Maximize Shareholder Value
Dear Members of the Board:
As the largest shareholder of SEACOR Marine Holdings Inc. (“SEACOR Marine” or the “Company”), we are writing to address a severe, structural value dislocation that the Board can no longer legally or operationally ignore. SEACOR Marine currently trades at a public market capitalization of approximately $181 million ($6.68 per share). This equity valuation represents an egregious discount to the Net Asset Value (NAV) and earning potential of our modern, high-specification fleet.
While the broader offshore industry has enjoyed supportive cyclical tailwinds, the public market continues to assign a steep discount to our equity due to the platform's ongoing challenges in generating consistent, positive free cash flow (FCF). We believe the most effective path to bridge this gap, de-risk execution, and above all deliver fair value to shareholders is to explore strategic alternatives, including an orderly sale of the Company or a structured monetization of its assets.
1. The Value Dislocation: A Broker-Appraised Net Asset Value of >$20.00/Share
A rigorous appraisal of SEACOR Marine’s physical assets including the use of benchmarks from Clarksons Research (among others) evidence an enterprise value of more than $1 billion that is simply not being captured in the public stock price. The estimated fair market value of our fleet breaks down as follows:
| · | Platform Supply Vessel (PSV) Fleet: Valued at $500.00 million to $550.00 million (inclusive of the two high-specification newbuilds currently under construction). |
| · | Fast Support Vessel (FSV) Fleet: Valued at $240.00 million to $280.00 million. |
| · | Liftboat (L/B) Fleet: Valued between $110.00 million and $150.00 million. |
When these broker-appraised valuations are assessed alongside the corporate capital structure, the fundamental upside and decision-making path becomes clear: the value gap is too substantial to ignore, and the Board must pursue strategic alternatives.
Because the public market currently severely discounts this asset base, we believe the Board should aggressively evaluate two distinct, value-maximizing corporate pathways:
| · | An Outright Corporate Sale (our preferred path): A comprehensive sale of the entire company to a strategic peer or private consolidator, keeping the high-value PSV and FSV core intact to maximize premium pricing from strategic buyers. |
| · | A Dual-Track Fleet Sale: A structured monetization of the segments, optimized sequentially to extinguish the company's debt stack, leaving a highly liquid, debt-free "equity stub" to be run and divested opportunistically over time. |
2. Operational Realities: Addressing the Free Cash Flow Trap
The massive valuation gap between our stock price and our physical steel is primarily driven by public market frustration regarding the Company’s consistent inability to monetize its fleet through the generation of free cash flow. Even during the robust industry upcycles of 2023 and 2024, SEACOR Marine struggled to achieve positive FCF.
This underperformance is fundamentally rooted in persistent utilization headwinds across both the Liftboat and PSV segments. While we understand that necessary vessel repositioning and maintenance cycles impact short-term numbers, core peers have managed to maintain higher utilization floor targets and achieve profitability. We have spoken with numerous Seacor shareholders, and our sentiment is widely shared: enough is enough.
Concurrently, the company is burdened by a corporate cost structure that is completely disproportionate to its current revenues. General and Administrative (G&A) expenses reached $9.95 million in Q1 2026, consuming nearly 23% of total operating revenues. To build market confidence while strategic options are pursued, an immediate and aggressive rationalization of corporate overhead is required.
3. The Path Forward: A Disciplined, Sequential Strategy to Unlock Value
SEACOR Marine possesses a young, technically advanced, and highly valuable fleet. Unfortunately, public shareholders are being punished by an uncompetitive corporate structure, heavy interest expenses ($8.24 million in Q1 2026 alone), and management's consistent inability to convert cash from monetizing assets for values substantially above book into real shareholder value, as these gains are continuously eaten up by interest expenses and excessive G&A.
To arrest this capital destruction and immediately close the value gap, the Board must execute the following sequential strategic plan:
| · | Reduce G&A to an Absolute Minimum: Corporate overhead must be cut aggressively and immediately. Eliminating redundant administrative layers will preserve vital cash runway and demonstrate to the market that management is finally aligned with shareholder reality. |
| · | Execute the Immediate Sale or Relocation of the Premium Liftboats: Management must act with extreme urgency regarding the two premium liftboats in the Middle East. With the Strait of Hormuz open for approximately the next 60 days, management must capitalize on this operational window. They previously failed to secure a Middle Eastern operator within their self-imposed six-month year-end deadline; therefore, they must either close a sale to a regional operator immediately or move these vessels out of the region right now to maintain operational flexibility. |
| · | Extinguish the Outstanding Debt Stack: Cash proceeds from the immediate liftboat transactions and G&A savings must be directed toward paying off a large portion of the outstanding debt. The Company's current interest expense is an unsustainable drain, costing shareholders approximately $100,000 per day. |
| · | Sell the Core Fleet to a Strategic Buyer: The Board must pursue a sale of the highly desirable and clean fleet of PSVs and FSVs to a strategic buyer. Preserving these segments together ensures maximum leverage with strategic suitors, who can acquire the core fleet for either cash or stock of the acquirer. |
Conclusion
SEACOR Marine owns a premier, technologically advanced fleet that possesses immense value. However, the public equity market's fatigue regarding negative FCF, weak utilization, and structural cash leakage prevents that value from being realized in the stock price.
The Board’s fiduciary duty is to maximize value for the owners of this company. We respectfully urge the Board to fulfill its fiduciary duties by retaining an independent financial advisor to formally evaluate all strategic alternatives, including an outright sale or a structured fleet monetization following this sequential path, to realize value closer to the true NAV of more than $20.00 per share. We welcome the opportunity to discuss these matters with you in more detail and look forward to a collaborative dialogue.
We look forward to your response.
Sincerely,
Jorey Chernett
Pointillist Family Office
Exhibit 2
Transactions in the Securities of the Issuer During the Past 60 Days
|
Shares of Common Stock Purchased/(Sold) |
Price Per Share ($)1 |
Date of Purchase / Sale |
| 10,000 | $7.3561 | 04/29/2026 |
| 40,000 | $7.3105 | 05/28/2026 |
| 30,000 | $6.9767 | 06/17/2026 |
1 The prices reported in this column are weighted average prices. The Reporting Person undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased (or sold) at each separate price such shares were purchased.