UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~August 306, 2025

SEACOR Marine Holdings Inc. ~~(Exact Name of Registrant as Specified in Its Charter)~~

Delaware	001-37966	47-2564547
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

(Exact Name of Registrant as Specified in Its Charter)

12121 Wickchester Lane, Suite 500, Houston, TX	77079
Delaware		001-37966	47-2564547
(Address of Principal Executive Offices)	(Zip Code)
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)
Registrant's telephone number, including area code	(346) 980-1700


12121 Wickchester Lane, Suite 500, Houston, TX		77079
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (346) 980-1700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol(s)~~	~~Name of each exchange on which registered~~TradingSymbol(s)		Name of each exchangeon which registered
Common stock, par value $0.01 per share	~~SMHI~~	~~New York Stock Exchange (“NYSE”)~~SMHI		New York Stock Exchange (“NYSE”)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 21.~~02 Results~~01 ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition~~Definitive Agreement.

~~The~~On ~~information~~August ~~set~~6, ~~forth~~2025, inSEACOR ~~(and~~Marine ~~incorporated~~Holdings byInc. ~~reference~~(the ~~into~~“Company”), ~~this~~through ~~Item~~two ~~2.02~~wholly-owned ~~shall~~subsidiaries, ~~not~~Falcon beGlobal ~~deemed~~Jill LLC (“~~filed”~~FG ~~for~~Jill ~~purposes~~LLC”) ofand ~~Section~~Falcon 18Global ofRobert ~~the~~LLC ~~Securities~~(“FG ~~Exchange~~Robert ~~Act~~LLC”), ~~of 1934~~respectively, asentered ~~amended~~into ~~(the~~memorandum ~~“Exchange~~of ~~Act”)~~agreements orfor ~~otherwise~~the ~~subject~~sale toof the ~~liabilities~~U.S. offlag ~~that~~liftboat ~~Section.~~L/B ~~The~~Jill ~~information~~(“Jill inMOA”) ~~this~~and ~~Item~~the 2U.02S. ~~shall~~flag ~~not~~liftboat beL/B ~~incorporated~~Robert by(“Robert ~~reference~~MOA,” ~~into~~and ~~any~~together ~~filing~~with ~~under~~ the ~~Securities~~Jill ~~Act of 1933~~MOA, ~~as amended (~~the “~~Securities Act~~MOAs”),. orAggregate gross proceeds under the ~~Exchange~~MOAs ~~Act,~~are ~~except~~expected asto ~~shall~~total beapproximately ~~expressly~~$76.0 ~~set~~million, ~~forth~~none byof ~~specific~~which ~~reference~~is inencumbered ~~such~~by athe ~~filing~~Company’s credit facilities.

OnThe ~~July~~Jill 30MOA provides for the sale by FG Jill LLC of the liftboat L/B Jill to JAD Construction Limited (the “Buyer”) for a purchase price of $45.0 million, ~~2025~~of which $4.5 million is to be deposited in FG Jill LLC’s designated account within ten days of the execution of the Jill MOA, ~~SEACOR~~with ~~Marine~~the ~~Holdings~~balance ~~Inc~~of the purchase price due and payable at the closing. ~~issued~~The deposit is refundable to the Buyer in the event of certain termination events. The sale of the L/B Jill is on a ~~press~~where-is, ~~release~~as-is ~~setting~~basis, ~~forth~~subject ~~its~~to ~~earnings~~various ~~for~~rights and obligations in the ~~three~~event of any new damage between the signing and ~~six~~closing ~~months~~of ~~ended~~the ~~June~~sale, 30and delivery of the L/B JILL at closing with a current class certificate. The Jill MOA includes customary covenants, ~~2025~~closing (conditions and termination rights for a vessel sale of this type, including that the ~~“Earnings~~sale ~~Release~~of the L/B Jill is contingent upon approval from the United States Maritime Administration (“MARAD”). The obligation of FG Jill LLC to close on the sale of the L/B Jill is conditioned upon the closing of the sale of the L/B Robert occurring contemporaneously therewith. Closing is to occur upon the earlier of sixty (60) days from MARAD approval or at such other date as mutually agreed to by the parties.

AThe ~~copy~~Robert MOA provides for the sale by FG Robert LLC of the ~~Earnings~~liftboat ~~Release~~L/B Robert to Buyer for a purchase price of $31.0 million, of which $3.1 million is ~~attached~~to ~~hereto~~be deposited in FG Robert LLC’s designated account within ten days of the execution of the Robert MOA, with the balance of the purchase price due and payable at the closing. The Robert MOA has substantially the same terms and conditions as ~~Exhibit~~the 99Jill MOA, including that the sale of the L/B Robert is contingent upon approval from MARAD.1 Additionally, included in the purchase price for the L/B Robert are the parts, materials and ~~hereby~~equipment ~~incorporated~~for bythe ~~reference~~replacement legs and for the rebuilt L7000 crane for the L/B Robert. The Buyer will have the obligation of installing the replacement legs and the L7000 crane at its sole cost and expense after the closing of the sale.

~~Item~~The 9foregoing description of the MOAs does not purport to be complete and is qualified in its entirety by reference to the full text of the Jill MOA, a copy of which is filed as Exhibit 10.~~01 Financial~~1 ~~Statements~~hereto, and ~~Exhibits~~the full text of the Robert MOA, a copy of which is filed as Exhibit 10.2 hereto, and the terms of each of which are incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On August 7, 2025, the Company issued a press release announcing the execution of the MOAs. The press release is attached as Exhibit 99.1 hereto and is incorporated in this Item 7.01 by reference.

The information set forth in (and incorporated by reference into) this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information set forth in (and incorporated by reference into) this Item 7.01 shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.	~~Description~~	Description
99.1	Press Release of SEACOR Marine Holdings Inc. dated July 30, 2025
10.1		Memorandum of Agreement for Sale and Purchase of Vessel, by and between Falcon Global Jill LLC and JAD Construction Limited, dated August 6, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
10.2		Memorandum of Agreement for Sale and Purchase of Vessel, by and between Falcon Global Robert LLC and JAD Construction Limited, dated August 6, 2025.
99.1		Press Release of SEACOR Marine Holdings Inc. dated August 7, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~SEACOR Marine Holdings Inc.~~		SEACOR Marine Holdings Inc.
July 30, 2025	By:	/s/ John Gellert
August 7, 2025			By:	/s/ Andrew H. Everett II
		Name: John Gellert
			Name:	Andrew H. Everett II
		Title: President and Chief Executive Officer
			Title:	Senior Vice President, General Counsel and Secretary

Filing Compare · SEACOR Marine Holdings Inc.