What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-04 · 314 added, 230 removed, 699 unchanged (44% of the section changed)

4 unchanged sentences

(In thousands, except share and per share data)

As of June 30, 2025

As of September 30, 2025

As of December 31, 2024

21 unchanged sentences

Accounts payable

20,650 13,860

Lease liabilities - current

10 unchanged sentences

Series A redeemable convertible preferred stock, 165,000 shares authorized;

62,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

62,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

81,821 78,155

4 unchanged sentences

Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized;

62,000 Series A shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

62,000 Series A shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.0001 par value, 200,000,000 shares authorized;

54,733,299 and 54,507,977 issued, 54,601,476 and 54,376,154 outstanding as of June 30, 2025 and December 31, 2024, respectively

55,392,217 and 54,507,977 issued, 55,294,328 and 54,376,154 outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

12 unchanged sentences

(In thousands, except share and per share data)

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

Tour revenues

$ 240,172 $ 206,005 $ 587,838 $ 496,118

Operating expenses:

Cost of tours

124,373 109,786 308,611 277,191

General and administrative

34,808 29,002 98,613 86,074

Selling and marketing

30,091 25,003 84,722 66,042

Depreciation and amortization

14,930 12,733 44,899 37,687

Total operating expenses

Operating income (loss)

204,202 176,524 536,845 466,994

Operating income

35,970 29,481 50,993 29,124

Other (expense) income:

Interest expense, net

Gain (loss) on foreign currency

Other (expense) income

( 11,256 ) ( 11,234 ) ( 34,503 ) ( 34,140 )

(Loss) gain on foreign currency

( 318 ) 203 982 ( 48 )

1,105 1 1,134 9

Loss on extinguishment of debt

( 23,492 ) - ( 23,492 ) -

Total other expense

Loss before income taxes

Income tax expense (benefit)

( 33,961 ) ( 11,030 ) ( 55,879 ) ( 34,179 )

Income (loss) before income taxes

2,009 18,451 ( 4,886 ) ( 5,055 )

Income tax benefit

( 2,564 ) ( 6,747 ) ( 3,503 ) ( 2,050 )

Net income (loss)

4,573 25,198 ( 1,383 ) ( 3,005 )

Net income attributable to noncontrolling interest

Net loss attributable to Lindblad Expeditions Holdings, Inc.

3,383 2,683 4,783 3,125

Net income (loss) attributable to Lindblad Expeditions Holdings, Inc.

1,190 22,515 ( 6,166 ) ( 6,130 )

Series A redeemable convertible preferred stock dividend

Net loss available to stockholders

1,239 1,168 3,667 3,455

Net (loss) income available to stockholders

$ ( 49 ) $ 21,347 $ ( 9,833 ) $ ( 9,585 )

Weighted average shares outstanding

Undistributed loss per share available to stockholders:

55,557,530 54,097,365 54,859,959 53,662,237

55,557,530 62,591,165 54,859,959 53,662,237

Undistributed (loss) income per share available to stockholders:

$ ( 0.00 ) $ 0.39 $ ( 0.18 ) $ ( 0.18 )

$ ( 0.00 ) $ 0.36 $ ( 0.18 ) $ ( 0.18 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

(In thousands)

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

Net income (loss)

$ 4,573 $ 25,198 $ ( 1,383 ) $ ( 3,005 )

Other comprehensive income:

Change in foreign currency translation adjustments

- - ( 288 ) -

Total other comprehensive loss

Total comprehensive loss

- - ( 288 ) -

Total comprehensive income (loss)

4,573 25,198 ( 1,671 ) ( 3,005 )

comprehensive income attributive to non-controlling interest

Comprehensive loss attributable to Lindblad Expeditions Holdings, Inc.

3,383 2,683 4,783 3,125

Comprehensive income (loss) attributable to Lindblad Expeditions Holdings, Inc.

$ 1,190 $ 22,515 $ ( 6,454 ) $ ( 6,130 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

6 unchanged sentences

Total Stockholders̛

Balance as of March 31, 2025

Balance as of June 30, 2025

54,733,299 $ 6 $ 118,007 $ ( 381,822 ) $ - $ ( 263,809 )

Stock-based compensation

- - 5,370 - - 5,370

Net activity related to equity compensation plans

Other comprehensive income, net

658,918 - 4,596 - - 4,596

Redeemable noncontrolling interest

- - - ( 2,701 ) - ( 2,701 )

Series A preferred stock dividend

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Balance as of June 30, 2025

Additional Paid-In

Accumulated Other Comprehensive

Total Stockholders'

- - - ( 1,239 ) - ( 1,239 )

Net income attributable to Lindblad Expeditions Holdings, Inc.

- - - 1,190 - 1,190

Balance as of September 30, 2025

55,392,217 $ 6 $ 127,973 $ ( 384,572 ) $ - $ ( 256,593 )

Common Stock Additional Paid-In Accumulated Accumulated Other Comprehensive Total Stockholders'

Shares Amount Capital Deficit Loss Deficit

Balance as of December 31, 2024

54,507,977 $ 6 $ 109,473 $ ( 362,881 ) $ 288 $ ( 253,114 )

Stock-based compensation

- - 14,489 - - 14,489

Net activity related to equity compensation plans

884,240 - 4,011 - - 4,011

Other comprehensive loss, net

- - - - ( 288 ) ( 288 )

Redeemable noncontrolling interest

- - - ( 11,858 ) - ( 11,858 )

Series A preferred stock dividend

- - - ( 3,667 ) - ( 3,667 )

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Balance as of June 30, 2025

- - - ( 6,166 ) - ( 6,166 )

Balance as of September 30, 2025

55,392,217 $ 6 $ 127,973 $ ( 384,572 ) $ - $ ( 256,593 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

5 unchanged sentences

Total Stockholders’

Balance as of March 31, 2024

Balance as of June 30, 2024

Stock-based compensation

Net activity related to equity compensation plans

Issuance of stock for acquisition

Redeemable noncontrolling interest

Series A preferred shares dividend

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Balance as of June 30, 2024

Net income attributable to Lindblad Expeditions Holdings, Inc.

Balance as of September 30, 2024

Additional Paid-In

3 unchanged sentences

Net activity related to equity compensation plans

Issuance of stock for acquisition

Redeemable noncontrolling interest

1 unchanged sentence

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Balance as of June 30, 2024

Balance as of September 30, 2024

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

(In thousands)

For the six months ended June 30,

For the nine months ended September 30,

Cash Flows From Operating Activities

$ ( 1,383 ) $ ( 3,005 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

Amortization of deferred financing costs and other, net

44,899 37,687

Amortization of deferred financing costs, net

Amortization of right-to-use lease assets

1 unchanged sentence

Deferred income taxes

( 984 ) ( 2,118 )

(Gain) loss on foreign currency

Write-off of unamortized deferred financing costs due to debt extinguishment

Changes in operating assets and liabilities

Prepaid expenses and other current assets

( 8,891 ) ( 2,221 )

Unearned passenger revenues

41,134 48,440

Other long-term assets

( 1,023 ) ( 519 )

Other long-term liabilities

Accounts payable and accrued expenses

Operating lease liabilities

( 1,304 ) ( 735 )

Net cash provided by operating activities

97,141 90,675

Cash Flows From Investing Activities

Purchases of property and equipment

Acquisition (net of cash acquired)

( 36,778 ) ( 23,647 )

Acquisitions (net of cash acquired)

( 17,359 ) ( 10,741 )

Net cash used in investing activities

( 54,137 ) ( 34,388 )

Cash Flows From Financing Activities

Additional acquisition of redeemable noncontrolling interest

Proceeds from long-term debt

Repayments of long-term debt

( 635,029 ) ( 78 )

Payment of deferred financing costs

( 11,777 ) ( 21 )

Additional acquisition of redeemable noncontrolling interest

Repurchase under stock-based compensation plans and related tax impacts

Net cash used in by financing activities

3,061 ( 2,237 )

Net cash provided by (used in) financing activities

31,265 ( 19,056 )

Effect of exchange rate changes on cash

Net increase in cash, cash equivalents and restricted cash

73,981 37,231

Cash, cash equivalents and restricted cash at beginning of period

216,143 187,344

Cash, cash equivalents and restricted cash at end of period

$ 290,124 $ 224,575

Supplemental disclosures of cash flow information:

Cash paid during the period:

$ 43,875 $ 36,994

Non-cash investing and financing activities:

Non-cash preferred stock deemed dividend

Shares issued in connection with acquisition

Non-cash preferred stock dividend

$ 3,667 $ 3,455

Additional paid-in capital exercise proceeds of option shares

Additional paid-in capital exchange proceeds used for option shares

( 358 ) ( 117 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

6 unchanged sentences

Lindblad Segment.

The Lindblad segment currently operates a fleet of 12 owned expedition ships and seven seasonal charter vessels, and primarily provides ship-based expeditions aboard customized, nimble and intimately-scaled vessels that are able to venture where larger cruise ships cannot, thus allowing Lindblad to offer up-close experiences in the planet’s wild and remote places and capitals of culture.

The Lindblad segment currently operates a fleet of 12 owned expedition ships and seven seasonal charter vessels (with several other vessels contracted for future expeditions), and primarily provides ship-based expeditions aboard customized, nimble and intimately-scaled vessels that venture where larger cruise ships cannot, thus allowing Lindblad to offer up-close experiences in the planet’s wild and remote places and capitals of culture.

Each expedition ship is fully equipped with state-of-the-art tools for in-depth exploration, and the majority of expeditions involve travel to remote places with limited infrastructure and ports, such as Antarctica and the Arctic, or places that are best accessed by a ship, such as the Galápagos Islands, Alaska, Baja California’s Sea of Cortez and Panama, and foster active engagement by guests.

20 unchanged sentences

The presentation of credit card fee expenses in the consolidated statement of operations of the Company has been reclassified from within general and administrative expense to cost of tours for 2024 to conform with the 2025 presentation.

Except for the presentation of credit card fee expenses discussed above, there have been no significant changes to the Company’s accounting policies from those disclosed in the 2024 Annual Report.

Recently Adopted Accounting Pronouncements

2 unchanged sentences

ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024.

The Company adopted this guidance on January 1, 2025 for its annual reporting, as required.

The Company adopted this guidance on January 1, 2025, as required.

These amendments will increase the Company’s annual disclosures related to income taxes, including specific categories in tax rate reconciliations, additional information for certain reconciling items, tabular reconciliations of both amounts and percentages, as well as other information.

5 unchanged sentences

The Company will adopt this ASU on January 1, 2027, as required, and the amendments will increase the Company’s financial statement disclosures of certain expense items reported within its expense categories presented on its statement of operations.

During September 2025, FASB issued ASU 2025 - 06 ― Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350 - 40 ):

Targeted Improvements to the Accounting for Internal-Use Software.

The amendments in this ASU seek to better align how internal-use software is being developed with the accounting for capitalization and expensing of costs.

ASU 2025 - 06 is effective for fiscal years beginning after December 15, 2027, and interim periods beginning within those annual accounting periods, and early adoption is permitted.

The Company will adopt this ASU, as required, and is in the process of determining the impact that this ASU will have on its financial statements.

NOTE 2 — EARNINGS PER SHARE

3 unchanged sentences

Diluted earnings per share is computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period.

Potential common shares consist of the dilutive incremental common shares associated with restricted stock awards and shares issuable upon the exercise of stock options, using the treasury stock method, and the potential common shares that could be issued from conversion of the Preferred Stock, using the if-converted

When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted earnings per share calculation.

For the three and six months ended June 30, 2025 and 2024, the Company incurred net losses available to stockholders, therefore potential common shares were excluded from the diluted earnings per share calculation and basic and diluted net loss per share are the same in each respective period.

For the three and six months ended June 30, 2025, 1.1 million unvested restricted shares, 2.3 million shares issuable upon exercise of options and 8.7 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive.

For the three and six months ended June 30, 2024, 0.8 million unvested restricted shares, 2.7 million shares issuable upon exercise of options and 8.2 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive.

For the three and nine months ended September 30, 2025 and the nine months ended September 30, 2024, the Company incurred net losses available to stockholders, therefore potential common shares were excluded from the diluted earnings per share calculation and basic and diluted net loss per share are the same in each respective period.

For the three and nine months ended September 30, 2025, 1.1 million unvested restricted shares, 1.2 million shares issuable upon exercise of options and 8.8 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive.

For the nine months ended September 30, 2024, 0.8 million unvested restricted shares, 2.4 million shares issuable upon exercise of options and 8.3 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive.

Loss per share was calculated as follows:

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands, except share and per share data)

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Net income (loss) attributable to Lindblad Expeditions Holdings, Inc.

$ 1,190 $ 22,515 $ ( 6,166 ) $ ( 6,130 )

1 unchanged sentence

1,239 1,168 3,667 3,455

Undistributed loss available to stockholders

Undistributed (loss) income available to stockholders

$ ( 49 ) $ 21,347 $ ( 9,833 ) $ ( 9,585 )

2 unchanged sentences

55,557,530 54,097,365 54,859,959 53,662,237

Dilutive potential common shares

- 163,798 - -

Dilutive potential options

- 129,796 - -

Dilutive potential redeemable convertible preferred shares

- 8,200,206 - -

Total weighted average shares outstanding, diluted

55,557,530 62,591,165 54,859,959 53,662,237

Undistributed loss per share available to stockholders:

Undistributed (loss) income per share available to stockholders:

$ ( 0.00 ) $ 0.39 $ ( 0.18 ) $ ( 0.18 )

7 unchanged sentences

The Company does not consider guest deposits to be a contract liability until the guest no longer has the right, resulting from the passage of time, to cancel their reservation and receive a full refund.

In conjunction with the suspension or rescheduling of expeditions, the Company provided guests an option of either a refund or future travel certificates, which in some instances exceeded the original cash deposit.

The value of future travel certificates in excess of cash received is being recognized as a discount to tour revenues at the time the related expedition occurs.

Future travel certificates are valued based on the Company’s expectation that a guest will travel again.

As of June 30, 2025 and December 31, 2024 the Company has $ 381.7 million and $ 318.7 million, related to unearned passenger revenue, respectively.

The change in contract liabilities within unearned passenger revenues are as follows:

4 unchanged sentences

Additional contract liabilities in period

Balance as of June 30, 2025

Balance as of September 30, 2025

The Company sources its guest bookings through a combination of direct selling and various agency networks and alliances.

The following table disaggregates each segments’ tour revenues by the sales channel it was derived from:

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

Lindblad Segment

9 unchanged sentences

$ 137,561 $ 121,268 $ 379,714 $ 332,624

For the three months ended June 30, For the six months ended June 30,

For the three months ended September 30, For the nine months ended September 30,

Land Experiences Segment

11 unchanged sentences

(a) Direct bookings in the table above are inclusive of affinity group sales.

During the three and six months ended June 30, 2024, affinity sales were $ 6.3 million and $ 13.0 million, respectively, for the Lindblad segment, and $ 1.2 million and $ 1.7 million, respectively, for the Land Experiences segment.

During the three and nine months ended September 30, 2024, affinity sales were $ 8.4 million and $ 21.5 million, respectively, for the Lindblad segment, and $ 1.8 million and $ 2.9 million, respectively, for the Land Experiences segment.

NOTE 4 — FINANCIAL STATEMENT DETAILS

The following is a reconciliation of cash, cash equivalents and restricted cash to the statement of cash flows:

As of June 30,

As of September 30,

(In thousands)

6 unchanged sentences

Restricted cash consists of the following:

As of June 30, 2025

As of September 30, 2025

As of December 31, 2024

8 unchanged sentences

Prepaid expenses and other current assets are as follows:

As of June 30, 2025

As of September 30, 2025

As of December 31, 2024

6 unchanged sentences

NOTE 5 — LONG-TERM DEBT

As of June 30, 2025

As of September 30, 2025

As of December 31, 2024

5 unchanged sentences

- - - 275,000 ( 4,999 ) 270,001

10 - 10 29 - 29

Total long-term debt

4 unchanged sentences

$ 675,000 $ ( 11,557 ) $ 663,443 $ 635,000 $ ( 9,575 ) $ 625,425

For the three and six months ended June 30, 2025, $ 0.9 million and $ 1.8 million, respectively, of deferred financing costs were charged to interest expense, and for the three and six months ended June 30, 2024 , $ 0.9 million and $ 1.9 million, respectively, of deferred financing costs were charged to interest expense.

On February 4, 2022, the Company issued $ 360.0 million aggregate principal amount of 6.75 % senior secured notes due 2027 (the “6.75% Notes”) in a private offering.

The 6.75% Notes bear interest at a rate of 6.75% per year, payable semiannually in arrears on February 15 and August 15 of each year.

The 6.75% Notes will mature on February 15, 2027, subject to earlier repurchase or redemption.

The Company used the net proceeds from the offering to prepay in full all outstanding borrowings under its prior credit agreement, including the term facility, Main Street Loan, and revolving credit facility, to pay any related premiums and to terminate in full its prior credit agreement and the commitments thereunder.

On August 20, 2025, the Company issued $ 675.0 million aggregate principal amount of 7.00 % Notes in a private offering (the “7.00% Notes”) (see discussion below).

The Company used a portion of the funds received from the 7.00% Notes to repay in full the 6.75 % and 9.00 % Notes, which resulted in an extinguishment of the previous debt.

The extinguishment resulted in a total charge of $ 23.5 million consisting of a write off of $ 7.1 million of deferred financing costs and $ 16.4 million in call premiums to tender the 6.75% and 9.00% Notes.

The Company recorded $ 11.8 million in deferred financing costs related to its issuance of the 7.00% Notes.

For the three and nine months ended September 30, 2025, $ 0.8 million and $ 2.7 million, respectively, of deferred financing costs were charged to interest expense, and for the three and nine months ended September 30, 2024 , $ 0.9 million and $ 2.8 million, respectively, of deferred financing costs were charged to interest expense.

On August 20, 2025, the Company issued $ 675.0 million aggregate principal amount of 7.00 % Notes in a private offering.

The 7.00% Notes bear interest at a rate of 7.00% per year, payable semiannually in arrears on March 15 and September 15 of each year.

The 7.00% Notes will mature on September 15, 2030, subject to earlier repurchase or redemption.

Of the $675.0 million of net proceeds received from the 7.00% Notes, the Company used $ 667.5 million to prepay in full all outstanding borrowings under the 6.75% and 9.00% Notes, pay premiums and fees related to the transaction, and to terminate in full the prior credit agreements and the commitments thereunder.

The remainder will be used for future general corporate purposes.

The 7.00% Notes are senior secured obligations of the Company and are guaranteed on a senior secured basis by the Company and certain of the Company’s subsidiaries (collectively, the “Guarantors”) and secured by first -priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors.

1 unchanged sentence

Revolving Credit Facility

On February 4, 2022, the Company entered into a senior secured revolving credit facility (the “Revolving Credit Facility”), which provides for an aggregate principal amount of commitments of $ 45.0 million, maturing February 2027, including a letter of credit sub-facility in an aggregate principal amount of up to $ 5.0 million.

On August 20, 2025, the Company amended its senior secured revolving credit facility dated February 4, 2022 ( the “Revolving Credit Facility”), increasing the aggregate principal amount of commitments provided from $ 45.0 million to $ 60.0 million, extending the maturity date from February 2027 to August 2030, and increasing the letter of credit sub-facility from $10.0 million to a $ 15.0 million aggregate principal amount.

The obligations under the Revolving Credit Facility are guaranteed by the Company, and the Guarantors and are secured by first -priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors.

1 unchanged sentence

The Company is required to pay a 0.5 % quarterly commitment fee on undrawn amounts under the Revolving Credit Facility.

As of June 30, 2025, the Company had no borrowings under the Revolving Credit Facility.

On May 2, 2023, the Company issued $ 275.0 million aggregate principal amount of 9.00 % senior secured notes due 2028 (the “9.00% Notes”) in a private offering.

The 9.00% Notes bear interest at a rate of 9.00% per year, payable semiannually in arrears on May 15 and November 15 of each year.

The 9.00% Notes will mature on May 15, 2028, subject to earlier repurchase or redemption.

The Company used the net proceeds from the offering to prepay in full all outstanding borrowings under its prior senior secured credit agreements, to pay any related premiums and to terminate in full its prior senior secured credit agreements and the commitments thereunder.

The 9.00% Notes are senior unsecured obligations of the Company and are guaranteed (i) on a senior secured basis by certain of the Company’s subsidiaries (collectively, the “Secured Guarantors”) and secured by a first -priority lien, subject to permitted liens and certain exceptions, on the equity and substantially all the assets of the Secured Guarantors, and (ii) on a senior unsecured basis by certain other subsidiaries of the Company.

The 9.00% Notes may be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any.

The Company’s 6.75% Notes, Revolving Credit Facility and 9.00% Notes contain covenants that include, among others, limits on additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments.

These covenants are subject to a number of important exceptions and qualifications set forth in the 6.75% Notes, Revolving Credit Facility and 9.00% Notes.

The Company was in compliance with the covenants in effect as of June 30, 2025.

As of September 30, 2025, the Company had no borrowings under the Revolving Credit Facility.

The Company’s 7.00% Notes and Revolving Credit Facility contain covenants that include, among others, limits on additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments.

These covenants are subject to a number of important exceptions and qualifications set forth in the 7.00% Notes and Revolving Credit Facility.

The Company was in compliance with the covenants in effect as of September 30, 2025.

NOTE 6 — FAIR VALUE MEASUREMENTS

The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses, approximate fair value due to the short-term nature of these instruments.

The Company estimates the approximate fair value of its long-term debt as of June 30, 2025 to be $ 649.3 million based on the terms of the agreements and comparable market data as of June 30, 2025.

As of June 30, 2025 and December 31, 2024, the Company had no other significant liabilities that were measured at fair value on a recurring basis.

The Company estimates the approximate fair value of its long-term debt as of September 30, 2025 to be $ 687.2 million based on the terms of the agreements and comparable market data as of September 30, 2025.

As of September 30, 2025 and December 31, 2024, the Company had no other significant liabilities that were measured at fair value on a recurring basis.

NOTE 7 — STOCKHOLDERS ’ EQUITY

Stock Repurchase Plan

The Company’s Board of Directors approved a stock and warrant repurchase plan (“Repurchase Plan”) in November 2015 and increased the Repurchase Plan to $ 35.0 million in November 2016.

The Repurchase Plan authorizes the Company to purchase, from time to time, the Company’s outstanding common stock and previously outstanding warrants.

Any shares purchased will be retired.

The Repurchase Plan has no time deadline and will continue until otherwise modified or terminated at the sole discretion of the Company’s Board of Directors.

These repurchases exclude shares repurchased to settle statutory employee tax withholding related to the exercise of stock options and vesting of stock awards.

No shares were repurchased during the six months ended June 30, 2025.

The Company has cumulatively repurchased 875,218 shares of common stock for $ 8.3 million and 6,011,926 warrants for $ 14.7 million, since plan inception.

The remaining balance for the Repurchase Plan was $ 12.0 million as of June 30, 2025.

Preferred Stock

4 unchanged sentences

During 2025, the Company thus far has continued to pay Preferred Stock dividends in-kind.

At any time after the third anniversary of the issuance, the Company may, at its option, convert all, but not less than all, of the Preferred Stock into common stock if the closing price of shares of common stock is at least 150% of the conversion price for 20 out of 30 consecutive trading days.

At any time the Company may, at its option, convert all, but not less than all, of the Preferred Stock into common stock if the volume-weighted average closing price of shares of common stock is at least 150% of the conversion price (currently $ 14.25 ) for 20 out of 30 consecutive trading days.

The Preferred Stock is convertible at any time, at the holder’s election, into a number of shares of common stock of the Company equal to the quotient obtained by dividing the then-current accrued value by the conversion price of $ 9.50 .

The Preferred Stock deferred issuance costs were $ 2.1 million as of June 30, 2025, recorded as reduction to preferred stock.

The Company recorded accrued dividends for Preferred Stock of $ 1.2 million and $ 2.4 million for the three and six months ended June 30, 2025, respectively, and $ 1.2 million and $ 2.3 million for the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, the 62,000 shares of Preferred Stock outstanding and accumulated dividends could be converted at the option of the holders into 8.7 million shares of the Company’s common stock.

The Preferred Stock deferred issuance costs were $ 2.1 million as of September 30, 2025, recorded as a reduction to preferred stock.

The Company recorded accrued dividends for Preferred Stock of $ 1.2 million and $ 3.7 million for the three and nine months ended September 30, 2025, respectively, and $ 1.2 million and $ 3.5 million for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, the 62,000 shares of Preferred Stock outstanding and accumulated dividends could be converted at the option of the holders into 8.8 million shares of the Company’s common stock.

NOTE 8 — STOCK BASED COMPENSATION

The Company is authorized to issue up to 9.3 million shares of common stock under the amended 2021 Long-Term Incentive Plan (the “Plan”) which was approved by shareholders in September 2021, and as amended in June 2025.

As of June 30, 2025, 5.7 million shares were available to be granted under the Plan.

The Company recorded stock-based compensation expense of $ 5.4 million and $ 9.1 million for the three and six months ended June 30, 2025, respectively, and $ 2.7 million and $ 4.8 million during the three and six months ended June 30, 2024, respectively.

As of September 30, 2025, 5.5 million shares were available to be granted under the Plan.

The Company recorded stock-based compensation expense of $ 5.4 million and $ 14.5 million for the three and nine months ended September 30, 2025, respectively, and $ 2.5 million and $ 7.4 million during the three and nine months ended September 30, 2024, respectively.

Long-Term Incentive Compensation

During the six months ended June 30, 2025, the Company awarded 455,511 restricted stock units (“RSUs”) with a weighted average grant price of $ 10.32 .

During the nine months ended September 30, 2025, the Company awarded 583,400 restricted stock units (“RSUs”) with a weighted average grant price of $ 10.78 .

The RSUs will primarily vest equally over three years on the anniversary of the grant date, subject to the recipient’s continued employment or service with the Company on the applicable vesting date.

The number of shares were determined based upon the closing price of our common stock on the date of the award.

During the six months ended June 30, 2025, the Company awarded 229,023 performance-based restricted share units (“PSUs”) with a weighted average grant price of $ 10.57 .

During the nine months ended September 30, 2025, the Company awarded 229,023 performance-based restricted share units (“PSUs”) with a weighted average grant price of $ 10.57 .

The PSUs generally vest three years following the date of grant based on the attainment of performance- or market-based goals, all of which are subject to a service condition.

The Company does not deliver the shares associated with the PSUs to the employee, non-employee director or other service providers until the performance and vesting conditions are met.

As of June 30, 2025 and December 31, 2024, options to purchase an aggregate of 2.3 million and 2.4 million shares of the Company’s common stock, respectively, with a weighted average exercise price of $ 8.79 as of June 30, 2025 and $ 8.77 as of December 31, 2024, were outstanding.

As of June 30, 2025, 1.8 million options were exercisable.

As of September 30, 2025 and December 31, 2024, options to purchase an aggregate of 1.7 million and 2.4 million shares of the Company’s common stock, respectively, with a weighted average exercise price of $ 8.92 as of September 30, 2025 and $ 8.77 as of December 31, 2024, were outstanding.

As of September 30, 2025, 1.2 million options were exercisable.

In connection with the 2016 acquisition of Natural Habitat, Mr.

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Bressler, Founder and Chief Executive Officer of Natural Habitat, with an equity incentive opportunity to earn an award of options based on the future financial performance of Natural Habitat, where if the final year equity value of Natural Habitat, as defined in Mr.

Bressler's employment agreement, as amended, exceeds $ 25.0 million, effective as of December 31, 2025, Mr.

Bressler will be granted options with a fair value equal to 10.1 % of such excess, subject to certain conditions.

Bressler's employment agreement, as amended, exceeds $ 25.0 million, effective as of December 31, of any given year that Mr.

Bressler exercises his put right (see Note 10—Commitments and Contingencies), Mr.

Bressler will be granted options with a fair value equal to 5.05 % of such excess in proportion to the percentage of the put option exercised, subject to certain conditions.

The actual number of options granted will be determined by the calculated final year equity value of Natural Habitat and the Black-Scholes per share option value, factoring in the Company’s stock price on the date of the grant, its volatility and an appropriate risk-free rate.

During the three months ended March 31, 2024, Mr.

Bressler exercised a one -time right to elect to receive 50 % of such award early, which is calculated based on performance through December 31, 2023.

Bressler exercised a previous one -time right to elect to receive 50 % of such award early, which is calculated based on performance through December 31, 2023.

As a result of the early exercise, during the three months ended March 31, 2024, the Company granted 1.3 million options, with an exercise price of $ 8.44 , to Mr.

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Bressler’s service period.

For the three and six months ended June 30, 2025, stock-based compensation expense related to this award was $ 2.1 million and $ 4.1 million, respectively.

For the three and nine months ended September 30, 2025, stock-based compensation expense related to this award was $ 2.9 million and $ 7.0 million, respectively.

Additionally, Mr.

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The Company determined that it was probable that the performance condition for this award would be met.

For the six months ended June 30, 2025, the Company recorded $ 1.8 million in stock-compensation expense related to this award.

For the nine months ended September 30, 2025, the Company recorded $ 2.8 million in stock-compensation expense related to this award.

NOTE 9 — INCOME TAXES

As of June 30, 2025 and December 31, 2024, the Company had no unrecognized tax benefits recorded.

The Company's effective tax rate for the three and six months ended June 30, 2025 was an expense of 8.5 % and a benefit of 13.6 %, respectively, versus an expense of 22.8 % and 20.0 %, for the three and six months ended June 30, 2024, respectively.

In both periods, the

effective tax rate differs from the statutory rate because of the mix of jurisdictions generating income and the valuation allowance against certain loss and interest carryforwards in the United States.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted in the U.S.

As of September 30, 2025 and December 31, 2024, the Company had no unrecognized tax benefits recorded.

The Company recorded an income tax benefit of $ 2.6 million and $ 3.5 million for the three and nine months ended September 30, 2025, respectively, versus a benefit of $ 6.7 million and an expense of $ 2.1 million, for the three and nine months ended September 30, 2024, respectively.

In 2025, the effective rate differs from the statutory rate primarily due to mix of jurisdictions generating income, non-deductible employee compensation, changes in valuation allowances and tax impact of the deductibility of issuance costs.

In 2024, the effective tax rate differs from the statutory rate because of the mix of jurisdictions generating income and the valuation allowance against certain loss and interest carryforwards in the United States.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBB”) was enacted in the U.S.

The OBBB includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, restoration of favorable tax treatment for certain business provisions including the treatment of the deductibility of interest.

The Company is currently assessing the impact on its consolidated financial statements.

Of the provisions in the bill, the deductibility of interest is the most impactful to the Company and has been reflected in the Company’s tax provision this quarter.

The Company will continue to assess the OBBB for its potential impact on the Company’s consolidated financial statements.

NOTE 10 — COMMITMENTS AND CONTINGENCIES

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Adjustments in excess of the redemption value of the noncontrolling interest are treated as a decrease to net income available to common stockholders.

On July 8, 2025, the Company entered into the Third Amendment to the Stockholders’ Agreement, dated as of May 6, 2016 ( the “Third Amendment”) to replace the previous put right for the Company’s purchase of all of Bressler’s remaining interest in Natural Habitat with a put right that may be exercised annually, up to 50% in any given year, for so long as Bressler holds any interest in Natural Habitat.

In addition, on July 8, 2025, the Company and Mr.

Bressler entered into the Second Amended and Restated Employment Agreement, replacing prior agreements to extend the term of the Employment Agreement through December 31, 2028 and align Mr.

Bressler’s ability to receive options with the exercise of the perpetual put right.

The redemption value of the put options were determined using a discounted cash flow model.

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The following is a rollforward of redeemable non-controlling interest:

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(unaudited) (unaudited)

(In thousands)

Beginning balance

$ 39,186 $ 24,233 $ 29,424 $ 37,784

Net income attributable to noncontrolling interest

3,383 2,683 4,783 3,125

Redemption value adjustment of put option

2,701 1,126 11,858 2,830

( 155 ) ( 500 ) ( 950 ) ( 1,400 )

Acquired businesses᾽ noncontrolling interest

Redemption of put and/or call options

- - - ( 14,797 )

Ending balance

$ 45,968 $ 27,542 $ 45,968 $ 27,542

Charter Commitments

From time to time, the Company enters into agreements to charter vessels onto which it holds its tours and expeditions.

Future minimum payments on its charter agreements as of June 30, 2025 are as follows:

Future minimum payments on its charter agreements as of September 30, 2025 are as follows:

For the years ended December 31,

(In thousands)

2025 (six months)

2025 (three months)

NOTE 11 — SEGMENT INFORMATION

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Operating results for the Company’s reportable segments were as follows:

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

10 unchanged sentences

22,734 17,801 31,440 19,032

Operating income (loss)

Operating income

$ 35,970 $ 29,481 $ 50,993 $ 29,124

For the three and six months ended June 30, 2025, there was $ 2.0 million and $ 5.3 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences segments, which were eliminated in consolidation.

For the three and six months ended June 30, 2024, there was $ 1.0 million and $ 3.8 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences segments, which were eliminated in consolidation.

For the three and nine months ended September 30, 2025, there was $ 2.4 million and $ 7.8 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences segments, which were eliminated in consolidation.

For the three and nine months ended September 30, 2024, there was $ 1.3 million and $ 5.1 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences segments, which were eliminated in consolidation.

The following table presents the Lindblad segment expenses:

Lindblad Segment

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

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13,360 11,761 40,672 34,992

Operating (loss) income

Operating income

$ 13,236 $ 11,680 $ 19,553 $ 10,092

1 unchanged sentence

Land Experiences Segment

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

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Depreciation and amortization are included in segment operating income as shown below:

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

8 unchanged sentences

The following table presents our total assets, intangibles, net and goodwill by segment:

As of June 30, 2025 As of December 31, 2024

As of September 30, 2025 As of December 31, 2024

(In thousands)

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The acquisition was accounted for as a business combination and the results of its operations are included in the consolidated results from the acquisition date.

Acquisition related costs for the six months ended June 30, 2025 were $0.2 million and are included in general and administrative expenses.

The purchase accounting valuations of the acquired intangibles is ongoing and has not been completed as of the date of this report, therefore intangibles and goodwill are subject to change as valuations are finalized.

Acquisition related costs for the nine months ended September 30, 2025 were $0.2 million and are included in general and administrative expenses.

The Company recorded $3.3 million in intangible assets related to Galápagos Islands cupos operating rights, $12.1 million of acquired vessels, $ 1.7 million in other assets, net, and a $ 1.1 million gain i n other income, related to the acquisition.

The Company believes that the purchase gain resulted due to regulatory limitations and restrictions on the ability to operate within the Galápagos Islands national park and the seller’s shift in focus regarding operating in the region.

The revenue and operating income contributed by the acquisition during the three and nine months ended September 30, 2025 were not material.

On July 31, 2024, the Company, through its land-based subsidiary Natural Habitat, acquired the Thomson Group.

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Measurement period adjustments were insignificant, and our purchase price allocations are finalized.

NOTE 13 — SUBSEQUENT EVENT

On July 8, 2025, the Company and Mr.

Bressler entered into the Second Amended and Restated Employment Agreement which amends and restates the Amended and Restated Employment Agreement dated as of December 1, 2022, which previously amended and restated (and superseded) the Employment Agreement dated as of May 4, 2016 ( the “Employment Agreement”) to (i) create a Bonus Pool, as defined in the Employment Agreement, based on Natural Habitat’s and its consolidated subsidiaries’ net profits for the applicable year, (ii) provide Mr.

Bressler with the ability to receive options in connection with the exercise of the perpetual put right, (iii) extend the term of the Employment Agreement through December 31, 2028, and (iv) make certain clarifying changes, such as removing references to past compensation opportunities that have expired.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

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the impact of severe or unusual weather conditions, including climate change, on our business;

the impact of changes in tax policies and other governmental regulations in the geographies in which we operate;

adverse publicity regarding the travel and cruise industry in general;

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Our mission is to offer life-changing adventures around the world and pioneer innovative ways to allow our guests to connect with exotic and remote places.

We currently operate a fleet of 12 owned expedition ships and operate seven seasonal charter vessels under the Lindblad Expeditions, LLC.

(“Lindblad”) brand.

We currently operate a fleet of 12 owned expedition ships and operate seven seasonal charter vessels (with several other vessels contracted for future expeditions), under the Lindblad brand.

Each expedition ship is fully equipped with state-of-the-art tools for in-depth exploration and the majority of our expeditions involve travel to remote places, such as voyages to Alaska, the Arctic, Antarctic, the Galápagos Islands, Baja’s Sea of Cortez, the South Pacific, Costa Rica and Panama.

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These walking tours are highlighted by luxury boutique accommodations, and handcrafted itineraries that immerse guests into the history and culture of the places they are exploring and the people who live there.

summit of Kilimanjaro, the Roof of Africa, with 30 years of experience and a commitment to environmental and social responsibility, and high-end lodging at the award-winning Gibb’s Farm, an 80-acre sanctuary located near the Ngorongoro Crater.

We operate two segments consisting of (i) the Lindblad segment, which consists of the operations of our Lindblad brand, and (ii) the Land Experiences segment, consisting of our Natural Habitat, Off the Beaten Path, DuVine, Classic Journeys brands and the Thomson Group.

Thomson Group, consisting of Wineland-Thomson Adventures, LLC (“Thomson Family Adventures”), Thomson Safaris Ltd (“Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), and the Ngorongoro lodge and farm under Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”), provides global custom and private tours, family travel experiences, socially responsible and positively impactful light-treading Tanzanian safaris with expert local wildlife guides providing exceptional insight, treks to the summit of Kilimanjaro, the Roof of Africa, with 30 years of experience and a commitment to environmental and social responsibility, and high-end lodging at the award-winning Gibb’s Farm, an 80-acre sanctuary located near the Ngorongoro Crater.

2025 Highlights

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The acquisition expands our vessels and guest capacity in one of our core markets.

On August 20, 2025, we issued $675.0 million of 7.00% senior secured notes, maturing 2030, with proceeds used primarily to pay the outstanding borrowings under our prior 9.00% and 6.75% senior secured notes and increased the amount available under our revolving credit facility to $60.0 million.

The discussion and analysis of our results of operations and financial condition are organized as follows :

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Adjusted EBITDA is net income (loss) excluding depreciation and amortization, net interest expense, other (income) expense, income tax expense (benefit), (gain) loss on foreign currency, (gain) loss on transfer of assets, reorganization costs, and other supplemental adjustments.

Other supplemental adjustments include certain non-operating items such as stock-based compensation, executive severance costs, debt refinancing costs, acquisition-related expenses and other non-recurring charges.

Other supplemental adjustments include certain non-operating items such as stock-based compensation, executive severance costs, debt extinguishment, acquisition-related expenses and other non-recurring charges.

We believe Adjusted EBITDA, when considered along with other performance measures, is a useful measure as it reflects certain operating drivers of the business, such as sales growth, operating costs, selling and administrative expense, and other operating income and expense.

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Drydocking impacts operating results by reducing tour revenues and increasing cost of tours.

Our Natural Habitat, Off the Beaten Path, DuVine, Classic Journeys brands and Thomson Group are seasonal businesses, with the majority of Natural Habitat’s tour revenue recorded in the third and fourth quarters from its summer season departures and polar bear tours, the majority of Off the Beaten Path and DuVine's revenues are recorded during the second and third quarters from their spring and summer season departures, and the majority of Thomson Group’s revenues being recorded during the third quarter from the height of their safari season tours, while Classic Journeys’ revenue is somewhat less seasonal with the majority of revenues recorded during their second, third and fourth quarters.

Our Natural Habitat, Off the Beaten Path, DuVine, Classic Journeys brands and Thomson Group are seasonal businesses, with the majority of Natural Habitat’s tour revenue recorded in the third and fourth quarters from summer season departures and polar bear tours, the majority of Off the Beaten Path and DuVine's revenues are recorded during the second and third quarters from spring and summer season departures, and the majority of Thomson Group’s revenues being recorded during the third quarter from the height of the safari season tours, while Classic Journeys’ revenue is somewhat less seasonal with the majority of revenues recorded during the second, third and fourth quarters.

Results of Operations — Consolidated

Our consolidated results for the three and six months ended June 30, 2025 and 2024 are set forth below.

Percentages that are not meaningful to the change are noted as NM in the table.

For the three months ended June 30,

For the six months ended June 30,

Our consolidated results for the three and nine months ended September 30, 2025 and 2024 are set forth below.

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

4 unchanged sentences

Depreciation and amortization

Operating income (loss)

Undistributed loss per share available to stockholders:

Comparison of the Three and Six Months Ended June 30, 2025 and 2024 — Consolidated

Operating income

Net income (loss)

Undistributed (loss) income per share available to stockholders:

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024 — Consolidated

Tour Revenues

Tour revenues for the three months ended June 30, 2025 increased $31.4 million, or 23%, to $167.9 million, compared to $136.5 million for the three months ended June 30, 2024.

Of the $31.4 million increase, we realized a $20.0 million increase due to a 17% increase in guest nights sold and a 9% increase in guests traveled for the continuing operations, an $11.5 million increase due to the inclusion of the operations of Thomson Group, which was acquired in July 2024, and changes to the mix of itineraries and trips, and pricing.

Tour revenues for the six months ended June 30, 2025 increased $57.6 million, or 20%, to $347.7 million, compared to $290.1 million for the six months ended June 30, 2024.

Of the $57.6 million increase, we realized a $27.3 million increase due to a 10% increase in guest nights sold and a 7% increase in guests traveled for the continuing operations, a $30.3 million increase due to the inclusion of the operations of Thomson Group for the entire period, and changes to the mix of itineraries and trips, and pricing.

Tour revenues for the three months ended September 30, 2025 increased $34.2 million, or 17%, to $240.2 million, compared to $206.0 million for the three months ended September 30, 2024.

Of the $34.2 million increase, we realized a $26.2 million increase due to a 12% increase in guest nights sold and a 12% increase in guests traveled, as well as an $8.0 million increase due to changes to the mix of itineraries and trips, and increased pricing.

Tour revenues for the nine months ended September 30, 2025 increased $91.7 million, or 18%, to $587.8 million, compared to $496.1 million for the nine months ended September 30, 2024.

Of the $91.7 million increase, we realized a $51.2 million increase due to an 11% increase in guest nights sold and a 9% increase in guests traveled, excluding Thomson Group, and a $40.5 million increase due to changes to the mix of itineraries and trips, increased pricing and the inclusion of the operations of Thomson Group for the full 2025 period.

Cost of Tours

Total cost of tours for the three months ended June 30, 2025 increased $8.4 million, or 10%, to $91.4 million, compared to $83.0 million for the three months ended June 30, 2024, primarily due to increased operating costs related to additional voyages and trips, and higher drydock expenses, partially offset by lower fuel expense and the impact of exchange rates on operating expenses .

The Lindblad segment cost of tours increased by $2.7 million, or 5%, and the Land Experiences segment increased $5.7 million, or 21%.

Total cost of tours for the six months ended June 30, 2025 increased $16.8 million, or 10%, to $184.2 million, compared to $167.4 million for the six months ended June 30, 2024, primarily due to increased operating costs related to additional voyages and trips, and higher drydock expenses, partially offset by lower fuel expense and the impact of exchange rates on operating expenses .

Total cost of tours for the three months ended September 30, 2025 increased $14.6 million, or 13%, to $124.4 million, compared to $109.8 million for the three months ended September 30, 2024, due to increased operating costs related to additional voyages and trips.

The Lindblad segment cost of tours increased by $4.6 million, or 8%, and the Land Experiences segment increased $10.0 million, or 20%.

Total cost of tours for the nine months ended September 30, 2025 increased $31.4 million, or 11%, to $308.6 million, compared to $277.2 million for the nine months ended September 30, 2024, primarily due to increased operating costs related to additional voyages and trips and higher dry dock expense, partially offset by lower fuel expense.

The Lindblad segment cost of tours increased by $9.8 million, or 6%, and the Land Experiences segment increased $21.6 million, or 22%, which includes the year-to-date results of Thomson Group, acquired in July 2024.

General and Administrative

General and administrative expenses for the three months ended June 30, 2025 increased $1.2 million, or 4%, to $31.1 million, compared to $29.8 million for the three months ended June 30, 2024, primarily due to higher stock-based compensation expense, partially offset by lower personnel costs, related to $3.4 million in employee retention tax credits, and transaction-related costs.

General and administrative expenses for the three months ended September 30, 2025 increased $5.8 million, or 20%, to $34.8 million, compared to $29.0 million for the three months ended September 30, 2024, primarily due to higher stock-based compensation expense and personnel costs, including reorganization related costs, net of $1.8 million in employee retention tax credits received, including reorganization related costs, partially offset by lower transaction-related costs.

At the Lindblad segment, general and administrative expenses increased $4.6 million, or 24%, from the prior year period, and at the Land Experiences segment, general and administrative expenses increased $1.2 million, or 12%.

General and administrative expenses for the six months ended June 30, 2025 increased $6.7 million, or 12%, to $63.8 million, compared to $57.1 million for the six months ended June 30, 2024, primarily due to higher stock-based compensation expense and personnel costs, net of $3.4 million in employee retention tax credits, partially offset by lower transaction-related costs.

General and administrative expenses for the nine months ended September 30, 2025 increased $12.5 million, or 15%, to $98.6 million, compared to $86.1 million for the nine months ended September 30, 2024, primarily due to higher stock-based compensation expense and personnel costs, including reorganization related costs, net of $5.3 million in employee retention tax credits received, partially offset by lower transaction-related costs.

At the Lindblad segment, general and administrative expenses increased $8.1 million, or 14%, from the prior year period, and at the Land Experiences segment, general and administrative expenses increased $4.4 million, or 15%.

Selling and Marketing

Selling and marketing expenses for the three months ended June 30, 2025 increased $8.1 million, or 44%, to $26.4 million, compared to $18.3 million for the three months ended June 30, 2024, primarily due to higher royalties and commission expense, directly associated with higher revenues and increased royalty rates per the National Geographic agreement, and increased marketing spend to support future growth.

Selling and marketing expenses for the three months ended September 30, 2025 increased $5.1 million, or 20%, to $30.1 million, compared to $25.0 million for the three months ended September 30, 2024, primarily due to higher royalties and commission expense, directly associated with higher revenues and increased royalty rates per the National Geographic agreement, and increased marketing spend to support future growth.

At the Lindblad segment, selling and marketing expenses increased $3.9 million, or 20%, and at the Land Experiences segment, selling and marketing expenses increased $1.1 million, or 21%.

Selling and marketing expenses for the six months ended June 30, 2025 increased $13.6 million, or 33%, to $54.6 million, compared to $41.0 million for the six months ended June 30, 2024, primarily due to higher royalties and commission expense, directly associated with higher revenues and increased royalty rates per the National Geographic agreement, and increased marketing spend to support future growth.

Selling and marketing expenses for the nine months ended September 30, 2025 increased $18.7 million, or 28%, to $84.7 million, compared to $66.0 million for the nine months ended September 30, 2024, primarily due to higher royalties and commission expense, directly associated with higher revenues and increased royalty rates per the National Geographic agreement, and increased marketing spend to support future growth.

At the Lindblad segment, selling and marketing expenses increased $14.0 million, or 27%, and at the Land Experiences segment, selling and marketing expenses increased $4.6 million, or 35%.

Depreciation and Amortization

Depreciation and amortization expenses for the three months ended June 30, 2025 increased $1.0 million, or 8%, to $14.7 million, compared to $13.6 million for the three months ended June 30, 2024.

Depreciation and amortization expenses for the six months ended June 30, 2025 increased $5.0 million, or 20%, to $30.0 million, compared to $25.0 million for the six months ended June 30, 2024.

The increase was primarily related to depreciation of assets placed into service to support our vessel fleet and amortization of intangible assets related to the Thomson Group acquisition.

Depreciation and amortization expenses for the three months ended September 30, 2025 increased $2.2 million, or 17%, to $14.9 million, compared to $12.7 million for the three months ended September 30, 2024.

The increase was primarily related to depreciation of assets placed into service to support our vessel fleet.

Depreciation and amortization expenses for the nine months ended September 30, 2025 increased $7.2 million, or 19%, to $44.9 million, compared to $37.7 million for the nine months ended September 30, 2024.

The increase was primarily related to depreciation of assets placed into service to support our vessel fleet and nine months of amortization for intangible assets related to the 2024 Thomson Group acquisition.

Other Income (Expense)

Other expense for the three months ended June 30, 2025, decreased $0.5 million to $10.8 million from $11.3 million for the three months ended June 30, 2024.

Other expense for the six months ended June 30, 2025, decreased $1.2 million to $21.9 million from $23.1 million for the six months ended June 30, 2024.

Other expense for the three months ended September 30, 2025 increased $22.9 million to $33.9 million from $11.0 million for the three months ended September 30, 2024, due primarily to $23.5 million in debt extinguishment and other financing expenses related to the issuance of the $675.0 million 7.00% senior secured notes due 2030, partially offset by a $1.1 million gain on the Torcatt acquisition.

Other expense for the nine months ended September 30, 2025 increased $18.8 million to $53.0 million from $34.2 million for the nine months ended September 30, 2024, due primarily to $23.5 million in debt extinguishment and other financing expenses related to the issuance of the $675.0 million 7.00% senior secured notes due 2030, partially offset by a $1.1 million gain on the Torcatt acquisition.

Results of Operations — Segments

1 unchanged sentence

The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

Percentages that are not meaningful to the change are noted as NM in the table.

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

4 unchanged sentences

Land Experiences

Operating income (loss)

Operating income

Adjusted EBITDA:

3 unchanged sentences

The following table sets forth our Available Guest Nights, Guest Nights Sold, Occupancy, Maximum Guests, Number of Guests and Voyages:

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

Available Guest Nights

5 unchanged sentences

Calculation of Gross and Net Yield per Available Guest Night

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands, except for Available Guest Nights, Gross and Net Yield per Available Guest Night)

7 unchanged sentences

The following table reconciles operating income to our Net Yield Guest Metric for the Lindblad Segment:

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

Operating (loss) income

Operating income

Cost of tours

5 unchanged sentences

Calculation of Gross and Net Cruise Cost

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands, except for Available Guest Nights, Gross and Net Cruise Cost per Avail.

18 unchanged sentences

Adjusted Net Cruise Cost per Available Guest Night

Comparison of the Three and Six Months Ended June 30, 2025 and 2024 at the Lindblad Segment

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024 at the Lindblad Segment

Tour Revenues

Tour revenues for the three months ended June 30, 2025 increased $17.9 million, or 19%, to $111.0 million, compared to $93.1 million for the three months ended June 30, 2024.

Of the $17.9 million increase, $15.8 million is related to a 17% increase in guest nights sold and $2.1 million is related to a 2% increase in revenue per guest nights sold as compared to the prior year period.

Net yield per available guest night increased 13% to $1,241 from $1,094 in 2024, reflecting the higher pricing and a 9-basis point increase in occupancy compared with the same period in 2024.

Tour revenues for the six months ended June 30, 2025 increased $30.8 million, or 15%, to $242.2 million, compared to $211.4 million for the six months ended June 30, 2024.

Tour revenues for the three months ended September 30, 2025 increased $16.3 million, or 13%, to $137.6 million, compared to $121.3 million for the three months ended September 30, 2024.

Of the $16.3 million increase, $15.2 million is related to a 12% increase in guest nights sold and $1.1 million is related to a 1% increase in revenue per guest nights sold as compared to the prior year period.

Net yield per available guest night increased 19% to $1,376 from $1,160 in 2024, reflecting the higher pricing and a 10-basis point increase in occupancy compared with the same period in 2024.

Net yield per available guest night increased 9% to $1,314 from $1,205 in 2024, reflecting the higher pricing and a 6-percentage point increase in occupancy compared with the same period in 2024.

Tour revenues for the nine months ended September 30, 2025 increased $47.1 million, or 14%, to $379.7 million, compared to $332.6 million for the nine months ended September 30, 2024.

Of the $47.1 million increase, $36.6 million is related to an 11% increase in guest nights sold and $10.5 million is related to a 3% increase in revenue per guest nights sold as compared to the prior year period.

Net yield per available guest night increased 15% to $1,352 from $1,176 in 2024, reflecting the higher pricing and a 9-percentage point increase in occupancy compared with the same period in 2024.

Operating Income

The operating loss of $2.1 million for the three months ended June 30, 2025 decreased $7.3 million compared to a loss of $9.4 million for the three months ended June 30, 2024, as the increase in tour revenues was offset by higher operating expenses.

The higher operating expenses included those expenses associated with increased revenue, including costs of tours, increased royalties and increased royalty rates per the National Geographic agreement, commissions, and marketing spend to drive future booking growth, and higher general and administrative costs, primarily due to increased stock-based compensation costs.

During the six months ended June 30, 2025, we generated operating income of $6.3 million compared to an operating loss of $1.6 million for the six months ended June 30, 2024, as the increase in tour revenues was partially offset by higher operating expenses.

Higher operating expenses included expenses associated with increased revenue, including higher costs of tours, higher sales and marketing costs, including increases associated with the increased royalty rates included in the National Geographic agreement, higher commissions, and marketing spend to drive future booking growth, and higher general and administrative costs, primarily due to increased personnel costs and stock-based compensation.

Operating income increased $1.6 million for the three months ended September 30, 2025 to $13.2 million compared to $11.7 million for the three months ended September 30, 2024, as the increase in tour revenues was partially offset by higher operating expenses.

The higher operating expenses included those expenses associated with increased revenue, including costs of tours, increased commissions and royalties, including the increased royalty rates per the National Geographic agreement, and higher general and administrative costs, primarily due to increased stock-based compensation costs and reorganization related costs.

During the nine months ended September 30, 2025, we generated operating income of $19.6 million compared to $10.1 million for the nine months ended September 30, 2024, as the increase in tour revenues was partially offset by higher operating expenses.

Guest Metrics — Land Experiences Segment

The following table shows number of guests and the number of tour departures in the Land Experiences Segment:

For the three months ended June 30,

For the six months ended June 30,

Comparison of Three and Six Months Ended June 30, 2025 and 2024 at the Land Experiences Segment

For the three months ended September 30,

For the nine months ended September 30,

Comparison of Three and Nine Months Ended September 30, 2025 and 2024 at the Land Experiences Segment

Tour Revenues

Tour revenues for the three months ended June 30, 2025 increased $13.5 million, or 31%, to $56.9 million compared to $43.4 million for the three months ended June 30, 2024.

Of the $13.5 million increase, $4.1 million is related to a 9% increase in the number of guests traveled for the continuing operations, and $9.4 million is related to the inclusion of the results of Thomson Group acquired in July 2024, and a 6% increase in revenue per guest as compared to the prior year period due to change in itineraries, destinations and pricing.

Tour revenues for the six months ended June 30, 2025 increased $26.8 million, or 34%, to $105.5 million compared to $78.8 million for the six months ended June 30, 2024.

Of the $26.8 million increase, $6.0 million is related to a 7% increase in the number of guests traveled for the continuing operations, and $20.8 million is related to the inclusion of the results of Thomson Group, acquired in July 2024, and a 10% increase in revenue per guest as compared to the prior year period due to changes in itineraries, destinations and pricing.

Tour revenues for the three months ended September 30, 2025 increased $17.9 million, or 21%, to $102.6 million compared to $84.7 million for the three months ended September 30, 2024.

Of the $17.9 million increase, $11.0 million is related to a 12% increase in the number of guests traveled, and $6.9 million is related to an 8% increase in revenue per guest as compared to the prior year period due to change in itineraries, destinations and increased pricing.

Tour revenues for the nine months ended September 30, 2025 increased $44.6 million, or 27%, to $208.1 million compared to $163.5 million for the nine months ended September 30, 2024.

Of the $44.6 million increase, $15.2 million is related to a 9% increase in the number of guests traveled for the continuing operations, and $29.4 million is related to a 7% increase in revenue per guest as compared to the prior year period due to changes in itineraries, destinations and increased pricing and the inclusion of the results of Thomson Group, acquired in July 2024, for the full year-to-date period in 2025.

Operating Income

Operating income of $6.5 million for the three months ended June 30, 2025 increased $5.3 million compared to $1.2 million for the three months ended June 30, 2024, as the increase in tour revenue was partially offset by higher operating and personnel costs related to operating additional departures, and higher marketing spend to drive future growth.

Operating income of $8.7 million for the six months ended June 30, 2025 increased $7.5 million compared to $1.2 million for the six months ended June 30, 2024, as the increase in tour revenue was partially offset by higher operating and personnel costs related to operating additional departures, higher marketing spend to drive future growth, transaction-related costs, and the impact of foreign currency on operating expenses.

Operating income of $22.7 million for the three months ended September 30, 2025 increased $4.9 million compared to $17.8 million for the three months ended September 30, 2024, as the increase in tour revenue was partially offset by higher operating and personnel costs related to operating additional trip and tour departures, and higher marketing spend to drive future growth.

Operating income of $31.4 million for the nine months ended September 30, 2025 increased $12.4 million compared to $19.0 million for the nine months ended September 30, 2024, as the increase in tour revenue was partially offset by higher operating and personnel costs related to operating additional trip and tour departures, higher marketing spend to drive future growth, partially offset by decreased transaction-related costs and the impact of foreign currency on operating expenses.

Adjusted EBITDA — Consolidated

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Reconciliation of Net Loss to Adjusted EBITDA — Consolidated

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

Net income (loss)

Interest expense, net

Income tax expense (benefit)

Income tax benefit

Depreciation and amortization

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Other (income) expense

Debt extinguishment

Acquisition gain

Reorganization costs

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Lindblad Segment

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

Operating (loss) income

Operating income

Depreciation and amortization

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Land Experiences Segment

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

(In thousands)

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Liquidity and Capital Resources

As of June 30, 2025, we had $200.9 million in unrestricted cash and cash equivalents and $46.4 million in restricted cash primarily related to deposits on future travel originating from U.S.

As of September 30, 2025, we had $261.8 million in unrestricted cash and cash equivalents and $28.3 million in restricted cash primarily related to deposits on future travel originating from U.S.

ports and credit card reserves.

As of June 30, 2025, we had $635.0 million in long-term debt obligations, including the current portion of long-term debt.

As of September 30, 2025, we had $675.0 million in long-term debt obligations, including the current portion of long-term debt.

We believe that our cash on hand and expected future operating cash inflows will be sufficient to fund operations, debt service requirements, and necessary capital expenditures for at least the next 12 months.

Sources and Uses of Cash for the Six Months Ended June 30, 2025 and 2024

Net cash provided by operating activities was $77.6 million for the six months ended June 30, 2025 compared to $62.6 million for the same period in 2024.

Sources and Uses of Cash for the Nine Months Ended September 30, 2025 and 2024

Net cash provided by operating activities was $96.9 million for the nine months ended September 30, 2025 compared to $90.7 million for the same period in 2024.

The $6.2 million increase is primarily due to increased cash received from guests for future travel.

Net cash used in investing activities was $44.7 million for the six months ended June 30, 2025 compared to $13.9 million in cash provided by investing activities during the same period in 2024.

2025 primarily included the purchase of Torcatt Enterprises Limitada to expand our vessels and operations in the Galapagos, the refurbishment of the vessels acquired, and higher capital expenditure on our remaining vessels due to the timing of vessel drydocks compared to prior year, while 2024 primarily included capital expenditures on our vessels and digital transformation initiatives.

Net cash used in financing activities was $1.4 million for the six months ended June 30, 2025 compared to $18.4 million provided by financing activities for the same period in 2024.

2025 primarily included income tax withholdings for stock-based compensation, while 2024 primarily included expenditures for the acquisition of an additional 9.95% of Natural Habitat and 5% of DuVine related to the respective puts and calls of the redeemable non-controlling interests, and income tax withholdings for stock-based compensation .

Net cash used in investing activities was $54.1 million for the nine months ended September 30, 2025 compared to $34.4 million in cash provided by investing activities during the same period in 2024.

2025 primarily included the purchase of Torcatt Enterprises Limitada to expand our vessels and operations in the Galápagos, the refurbishment of the vessels acquired, and higher capital expenditure on our remaining vessels due to the timing of vessel drydocks compared to prior year, while 2024 primarily included capital expenditures on our vessels and digital transformation initiatives.

Net cash provided by financing activities was $31.5 million for the nine months ended September 30, 2025 compared to $19.1 million used in financing activities for the same period in 2024.

2025 primarily included the issuance of $675.0 million of 7.00% senior secured notes, which were used mainly to repay our prior senior secured notes, and cash received from the exercise of options, while 2024 primarily included expenditures for the acquisition of an additional 9.95% of Natural Habitat and 5% of DuVine related to the respective puts and calls of the redeemable non-controlling interests, and income tax withholdings for stock-based compensation .

Funding Sources

Debt Facilities

On February 4, 2022, we issued $360.0 million aggregate principal amount of 6.75% senior secured notes due 2027 (the “6.75% Notes”) in a private offering.

The 6.75% Notes bear interest at a rate of 6.75% per year and is payable semiannually in arrears on February 15 and August 15 of each year.

The 6.75% Notes will mature on February 15, 2027, subject to earlier repurchase or redemption.

The 6.75% Notes are senior secured obligations and are guaranteed on a senior secured basis by us and certain of our subsidiaries (collectively, the “Guarantors”) and secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all of our and the Guarantors’ assets.

On August 20, 2025, we issued $675.0 million aggregate principal amount of 7.00% senior secured notes due 2030 (the “7.00% Notes”) in a private offering.

The 7.00% Notes bear interest at a rate of 7.00% per year, payable semiannually in arrears on March 15 and September 15 of each year.

The 7.00% Notes will mature on September 15, 2030, subject to earlier repurchase or redemption.

Of the $675.0 million of net proceeds received from the 7.00% Notes, we used $667.5 million to prepay in full all outstanding borrowings under the 6.75% and 9.00% Notes, pay premiums and fees related to the transaction, and to terminate in full the prior credit agreements and the commitments thereunder.

The remainder will be used for future general corporate purposes.

The 7.00% Notes are senior secured obligations and are guaranteed on a senior secured basis by us and certain of our subsidiaries and secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the guarantors.

We may redeem the 7.00% Notes at set redemption prices and premiums, plus accrued and unpaid interest, if any.

Revolving Credit Facility

On February 4, 2022, we entered into a senior secured revolving credit facility (the “Revolving Credit Facility”), which provides for an aggregate principal amount of commitments of $45.0 million, maturing February 2027, including a letter of credit sub-facility in an aggregate principal amount of up to $5.0 million.

The obligations under the Revolving Credit Facility are guaranteed by us and the Guarantors and are secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all our and the Guarantors’ assets.

Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at our option, an adjusted SOFR rate plus a spread or a base rate plus a spread.

As of June 30, 2025, we had no borrowings under the Revolving Credit Facility.

On May 2, 2023, we issued $275.0 million aggregate principal amount of 9.00% senior secured notes due 2028 (the “9.00% Notes”) in a private offering.

The 9.00% Notes bear interest at a rate of 9.00% per year and is payable semiannually in arrears on May 15 and November 15 of each year.

The 9.00% Notes will mature on May 15, 2028, subject to earlier repurchase or redemption.

The 9.00% Notes are senior unsecured obligations and are guaranteed (i) on a senior secured basis by certain of our subsidiaries (collectively, the “Secured Guarantors”) and secured by a first-priority lien, subject to permitted liens and certain exceptions, on the equity and substantially all the assets of the Secured Guarantors, and (ii) on a senior unsecured basis by certain of our other subsidiaries.

We may redeem the 9.00% Notes at set redemption prices and premiums, plus accrued and unpaid interest, if any.

The 6.75% Notes, Revolving Credit Facility and 9.00% Notes contain covenants that, among other things, restrict our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments.

These covenants are subject to a number of important exceptions and qualifications set forth in the 6.75% Notes, Revolving Credit Facility and 9.00% Notes.

As of June 30, 2025, we were in compliance with the covenants currently in effect.

On August 20, 2025, we amended our senior secured revolving credit facility dated February 4, 2022 (the “Revolving Credit Facility”), increasing the aggregate principal amount of commitments provided from $45.0 million to $60.0 million, extending the maturity date from February 2027 to August 2030, and increasing the letter of credit sub-facility from $10.0 million to a $15.0 million aggregate principal amount.

The obligations under the Revolving Credit Facility are guaranteed by us, and the Guarantors and are secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the Guarantors assets.

Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at our option, an adjusted Secured Overnight Financing Rate (“SOFR”) plus a spread or a base rate plus a spread.

We are required to pay a 0.5% quarterly commitment fee on undrawn amounts under the Revolving Credit Facility.

As of September 30, 2025, we had no borrowings under the Revolving Credit Facility.

The 7.00% Notes and Revolving Credit Facility contain covenants that, among other things, restrict our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments.

These covenants are subject to a number of important exceptions and qualifications set forth in the 7.00% Notes and Revolving Credit Facility.

As of September 30, 2025, we were in compliance with the covenants currently in effect.

Preferred Stock

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During 2025, we thus far have continued to pay Preferred Stock dividends in-kind.

At any time after the third anniversary of the issuance, we may, at our option, convert all, but not less than all, of the Preferred Stock into common stock if the closing price of shares of common stock is at least 150% of the conversion price for 20 out of 30 consecutive trading days.

At any time we may, at our option, convert all, but not less than all, of the Preferred Stock into common stock if the volume-weighted average closing price of shares of common stock is at least 150% of the conversion price (currently $14.25) for 20 out of 30 consecutive trading days.

The Preferred Stock is convertible at any time, at the holder’s election, into a number of shares of our common stock equal to the quotient obtained by dividing the then-current accrued value by the conversion price of $9.50.

At the six-year anniversary of the closing date, each investor has the right to request that we repurchase their Preferred Stock, and any Preferred Stock not requested to be repurchased shall be converted into our common shares equal to the quotient obtained by dividing the then-current accrued value by the conversion price.

As of June 30, 2025, the outstanding Preferred Stock and accumulated dividends could be converted, at the option of the holders, into approximately 8.7 million shares of our common stock.

As of September 30, 2025, the outstanding Preferred Stock and accumulated dividends could be converted, at the option of the holders, into approximately 8.8 million shares of our common stock.

Funding Needs

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Traditionally we run a working capital deficit due primarily to a large balance of unearned passenger revenues.

As of June 30, 2025, we had a working capital deficit of $127.6 million, and as of December 31, 2024, we had a working capital deficit of $114.0 million.

As of September 30, 2025, we had a working capital deficit of $74.8 million, and as of December 31, 2024, we had a working capital deficit of $114.0 million.

Critical Accounting Policies

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For a detailed discussion of our Critical Accounting Policies, please see our 2024 Annual Report, where we have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application.

There have been no significant changes to our accounting policies from those disclosed in the 2024 Annual Report.

There have been no changes to our accounting policies from those disclosed in the 2024 Annual Report.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements