What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-28 · 46 added, 62 removed, 399 unchanged (21% of the section changed)

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Risks Related to the Demand for Expedition Travel

Events and conditions around the world, including war and other military actions, such as the civil unrest in Ecuador, the Israel-Hamas war, the ongoing conflict between Russia and Ukraine, or other events impacting the ability or desire of people to travel, have led, and may in the future lead, to a decline in demand for expedition travel .

We have been, and may continue to be, impacted by the public’s concerns regarding the health, safety and security of travel, including government travel advisories and travel restrictions, political instability and civil unrest, terrorist attacks, war and military action, most recently the civil unrest in Ecuador, the war between Israel and Hamas, the continuing conflict resulting from the Russian invasion of Ukraine, and other general concerns.

The invasion of Ukraine and its resulting impacts, including supply chain disruptions, increased fuel prices and international sanctions and other measures that have been imposed, have adversely affected, and may continue to adversely affect, our business.

Events and conditions around the world, including geopolitical events, war and other military actions or other events impacting the ability or desire of people to travel, have led, and may in the future lead, to a decline in demand for expedition travel.

We have been, and may continue to be, impacted by the public’s concerns regarding the health, safety and security of travel, including government travel advisories and travel restrictions, political instability and civil unrest, terrorist attacks, war and military action, such as the continuing conflict resulting from the Russian invasion of Ukraine, and other general concerns.

The resulting impacts of these events, including supply chain disruptions, increased fuel prices, impact on demand and international sanctions and other measures that have been imposed, have adversely affected, and may continue to adversely affect, our business.

Additionally, we have been, and may continue to be, impacted by heightened regulations around customs and border control, travel bans to and from certain geographical areas, voluntary changes to our itineraries in light of geopolitical events, government policies increasing the difficulty of travel and limitations on issuing international travel visas.

Adverse worldwide economic, geopolitical or other conditions could reduce the demand for expedition travel and adversely impact our operating results, cash flows and financial condition.

The demand for travel experiences, including expedition cruises and land-based travel, may be adversely affected by international, national and local economic and geopolitical conditions.

Any of these factors could lead to a reduction in the demand for expedition travel, which would negatively impact our business.

Adverse worldwide economic conditions could reduce the demand for expedition travel and adversely impact our operating results, cash flows and financial condition.

The demand for travel experiences, including expedition cruises and land-based travel, may be adversely affected by international, national and local economic conditions.

In particular, a deterioration in global economic conditions that adversely affects discretionary income and consumer confidence may, in turn, result in decreased bookings, prices and onboard revenues for the expedition and cruise industries.

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Incidents involving cruise ships, particularly the safety and security of guests and crew, media coverage thereof, as well as adverse media publicity in general concerning the cruise industry, have previously impacted and could in the future impact demand for our expeditions and pricing in the industry.

The considerable expansion in the use of social media over recent years has compounded the potential scope of the negative publicity that could be generated by those incidents.

The considerable expansion in the use of social media has compounded the potential scope of the negative publicity that could be generated by those incidents.

If any such incident occurs during a time of high seasonal demand, the effect could disproportionately impact our results of operations for the year.

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Any restrictions on expedition travel related to health concerns or for other reasons, have materially adversely affected our business and could materially adversely affect our future financial condition and liquidity.

Although most COVID-19 pandemic travel restrictions have been lifted or eased, such measures may be reimposed or extended as a result of a COVID-19 outbreak or another infectious disease.

Any cases of any health outbreak on one of our vessels or other vessels could result in a subsequent suspension of travel or limit our ability to disembark guests from such vessels.

Travel restrictions or measures may be imposed as a result of a pandemic, an infectious disease outbreak or as a result of international sanctions, war or other geopolitical events.

Any cases of any health outbreak on one of our vessels or other vessels could result in a suspension of travel or limit our ability to disembark guests from such vessels.

In addition, the industry may again in the future be subject to enhanced health and hygiene requirements in attempts to counteract future outbreaks, which requirements may be costly and take a significant amount of time to implement across our expedition fleet and operations or result in cancellations.

There can be no assurance that our guests will be able to travel to embarkation or from disembarkation destinations, or that such locations will not implement new travel restrictions which would impact our ability to sail scheduled itineraries.

Travel restrictions have materially adversely impacted our business and operations, and existing or new travel restrictions or lower guest demand would have a material adverse impact on our results of operations, financial condition and liquidity.

Risks Related to Our Business and Operations

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We face significant competition from other vacation options, adventure travel operators and cruise companies on the basis of pricing, quality, destination, travel advisors’ recommendations, and also in terms of the nature of ships and services we offer to guests.

Our competition within the expedition and cruise vacation industries depends on the destination, is fragmented, and is primarily comprised of private operators.

Currently, we do not directly compete with large cruise vessels.

However, large cruise operators have been expanding into the expedition cruise market, and in the event they start offering smaller sized vessels to compete directly with us and our itineraries, we would have increased competition and could face pricing pressures by such competitors through discounts or otherwise that would likely negatively impact our profitability.

Our competition within the expedition and cruise vacation industries depends on the destination and is fragmented.

Failure to protect and differentiate our brands from competitors throughout the vacation market would likely negatively impact the demand for our offerings.

In the event that we do not compete effectively within the vacation industry, our results of operations and financial position would be materially adversely affected.

An increase in expedition ship capacity worldwide or excess capacity in a particular market could adversely impact our expedition sales and/or pricing.

Expedition sales and/or pricing may be impacted both by the introduction of new ships into the marketplace and by our deployment decisions and our competitors’ deployment decisions.

Expedition sales and/or pricing may be impacted both by the introduction of new ships into the marketplace and by our and our competitors' deployment decisions.

New expedition class ships have been ordered, are under construction, or have already been delivered for our competitors.

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In addition, to the extent that we or our competitors deploy ships to a particular itinerary, and the resulting capacity in that region exceeds the demand, we may consider pricing adjustments or redeploy to other regions, either of which may result in lower than anticipated profitability.

We also cannot predict whether new expeditions and new itineraries that we may offer will be successful.

Any of the foregoing could have an adverse impact on our results of operations, cash flows and financial condition.

Our business may be negatively affected by severe or unusual weather conditions, including climate change.

Our fleet, the port facilities we use, and the destinations where we offer land expeditions may be adversely impacted by weather patterns or natural disasters or disruptions, such as hurricanes, earthquakes and changes in ice floes.

Climate change could have a material impact on our business.

Our fleet, the port facilities we use, our expedition destinations, and the destinations where we offer land trips may be adversely impacted by weather patterns or natural disasters or disruptions, such as hurricanes, earthquakes and changes in ice floes, and climate change is expected to increase the frequency and intensity of certain adverse weather patterns.

From time to time, we may be forced to alter itineraries or cancel expeditions due to these or other factors, which could negatively impact our sales and profitability.

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Substantial changes to historical weather patterns could result in significant negative changes to the delicate regions that our expeditions venture, such as rising temperatures in the Arctic region that could accelerate the melting of the polar ice cap or changes to the historical weather patterns in delicate areas such as the Galápagos Islands that impacts its ecosystem and, therefore, potentially impact the viability of various expeditions, such as our polar bear tours.

In addition, these and any other events that impact the travel industry more generally may negatively impact our ability to deliver guests or crew to our expeditions and/or interrupt our ability to obtain services and goods from key vendors in our supply chain.

In addition, concerns regarding climate change have resulted in regulatory activity and developments that have impacted us and may in the future have a material impact on our business and financial results.

Regulatory developments could, for example, result in increased costs and capital expenditures, the inability to operate ships that do not meet certain standards, the acceleration of the removal of less fuel-efficient ships from our fleet, restrict or limit our access to certain destinations or impact our operational autonomy.

Regulatory efforts are evolving, and we cannot determine what final regulations will be enacted, modified, or reversed or what their ultimate impact on our business will be.

In addition, concerns about climate change could cause material changes in consumer preferences away from vacations that are perceived to negatively impact the environment.

Environmental scrutiny of our operations or the cruise industry in general may continue to impact how we are perceived, which may have a material impact on our operations and financial results.

Any of the foregoing could have an adverse impact on our results of operations and on industry performance.

Significant weather, climate events and/or natural disasters could adversely impact our business and results of operations.

Natural disasters (e.g., earthquakes, volcanos, wildfires), weather and/or climate events (including hurricanes and typhoons) could impact our operations resulting in travel restrictions, guest cancellations, an inability to source our crew or our provisions and supplies from certain places.

We may be required to alter itineraries and cancel an expedition or a series of expeditions or to redeploy our ships due to these types of events, which could have an adverse effect on our sales, operating costs and profitability in the current and future periods.

Increases in the frequency, severity or duration of these types of events would exacerbate their impact and could disrupt our operations or make certain destinations less desirable or unavailable impacting our revenues and profitability further.

Any of the foregoing could have an adverse impact on our results of operations.

Failure to maintain our Brand License Agreement with National Geographic could adversely affect our results of operations.

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Any such interruptions to our supply chain could increase our costs and could limit the availability of products critical to our operations.

In order to achieve cost and operational efficiencies, we outsource to third-party vendors certain services that are integral to the operations of our global businesses, such as our onboard concessionaires, certain of our call center operations, guest port services, logistics distribution and operation of a large part of our information technology systems, which are also affected by health pandemics.

We are subject to the risk that certain decisions are subject to the control of our third-party service providers and that these decisions may adversely affect our activities.

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We must make substantial capital expenditures to maintain and/or expand our fleet, and we may not be able to obtain sufficient financing or capital on favorable terms or at all.

We must make substantial capital expenditures to maintain our fleet in good working order.

We must make substantial capital expenditures to maintain our fleet in good working order and continue to be attractive to our guests.

Maintenance capital expenditures include those associated with drydocking a vessel or modifying an existing vessel.

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We operate our business globally and plan to continue to expand our international presence.

Operating internationally exposes us to a number of risks, including unstable local economic conditions, volatile local political conditions, potential changes in duties and taxes, including changing interpretations of existing tax laws and regulations, potential changes in local laws, rules and regulations, required compliance with additional laws and policies affecting cruising, vacation or maritime businesses or governing the operations of foreign-based companies, currency fluctuations, interest rate movements, government controlled fuel prices, difficulties in operating under local business environments, U.S.

Operating internationally exposes us to a number of risks, including unstable local economic conditions, volatile local political conditions, potential changes in duties and taxes, including changing interpretations of existing tax laws and regulations and retaliatory policies, potential changes in local laws, rules and regulations, required compliance with additional laws and policies affecting cruising, vacation or maritime businesses or governing the operations of foreign-based companies, currency fluctuations, interest rate movements, government controlled fuel prices, difficulties in operating under local business environments, U.S.

and global anti-bribery laws and regulations, imposition of trade barriers, and restrictions on repatriation of earnings.

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Any of the foregoing events could adversely impact our financial condition and results of operations.

If our redeployment of vessels to a new market with new itineraries is not successful, our business and operating results may be adversely affected.

We cannot predict whether new expeditions and new itineraries that we may offer in connection with the redeployment of any of our vessels will attract a number of guests comparable to previous expeditions.

If redeployments and new expeditions do not attract as many guests as past expeditions or if there is a delay in finalizing or marketing the new itineraries, our business and operating results may be adversely affected.

Failure to develop the value of our brands and differentiate our products could adversely affect our results of operations.

Our success depends on the strength and continued development of our expedition brands and on the effectiveness of our brand strategies.

Failure to protect and differentiate our brands from competitors throughout the vacation market could adversely affect our results of operations.

We have a relationship with World Wildlife Fund ( “ WWF ” ), and the termination of or alterations to this relationship may have an adverse effect on our Natural Habitat business.

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If Natural Habitat’s license agreement with WWF was terminated or modified in any material respect, our results of operations for the Land Experiences segment may be materially adversely affected.

Environmental, labor, health and safety, financial responsibility and other maritime regulations could affect operations and increase operating costs.

The United States and various state and foreign government or regulatory agencies have enacted or are considering new environmental regulations or policies, such as requiring the use of low sulfur fuels, increasing fuel efficiency requirements, further restricting emissions, or other initiatives to limit greenhouse gas emissions compliance with changes in such laws, regulations and obligations could increase costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program.

Revenue generation and strategic growth opportunities could also be adversely affected by compliance with such changes.

In addition, we are subject to various international, national, state and local laws, regulations and treaties that govern, among other things, safety standards applicable to our ships, treatment of disabled persons, health and sanitary standards applicable to our guests, security standards on board our ships and at the ship/port interface areas, and financial responsibilities to our guests.

These issues are, and we believe will continue to be, an area of focus by the relevant authorities throughout the world.

This could result in the enactment of more stringent regulation of cruise ships that could subject us to increasing compliance costs in the future.

Our operating costs could continue to increase due to market forces, inflation, supply chain disruptions and economic or geopolitical factors beyond our control.

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Our principal executive offices are located in New York, New York, our principal shoreside operations are located in Seattle, Washington, our shoreside Galápagos’ offices in Ecuador, and our subsidiary operation offices are located in Louisville, Colorado, Bozeman, Montana, Somerville and Watertown, Massachusetts, and La Jolla, California.

We also lease office space, land and camps in Tanzania.

We also lease office space, land and camps in Tanzania and Kenya.

Actual or threatened natural disasters (e.g., hurricanes, earthquakes, tornadoes, fires, and floods), terrorist attacks, or other similar disruptive events in these locations may have a material impact on our business continuity, reputation and results of operations.

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dollar against major currencies, would not materially affect our financial results.

In addition, we have ship maintenance contracts, and may have ship construction contracts in the future, that are denominated in currencies other than the U.S.

In addition, we have ship maintenance contracts, charter agreements and tour contracts, and may have ship construction contracts in the future, that are denominated in currencies other than the U.S.

We have entered into, and may enter into in the future, forward contracts and/or options to manage a portion of the currency risk associated with these contracts, and we are or may be exposed to fluctuations in the exchange rates for the portions of the contracts that have not been hedged.

Additionally, if a shipyard is unable to perform under such a contract, any foreign currency forward contracts that were entered into to manage the currency risk would need to be terminated.

Additionally, if a shipyard or vendor is unable to perform under such a contract, any foreign currency forward contracts that were entered into to manage the currency risk would need to be terminated.

Termination of any such contracts could result in a significant loss.

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Incidents involving cruise ships, including isolated health infections that could result in potential outbreaks on our ships, and the related adverse media publicity, and adverse economic conditions that negatively affect our profitability could negatively impact our ability to recruit, develop, and retain sufficient qualified shipboard personnel.

In addition, in general, the United States is experiencing a labor shortage and our ability to attract, recruit, develop, and retain qualified personnel is more difficult, and any shortage of qualified employees could adversely impact our business and operations.

We rely on third-party providers of various services integral to the operation of our businesses.

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Such a breach could adversely affect our reputation and in turn adversely affect our business.

A failure to keep pace with developments in technology or technological obsolescence could impair our operations or competitive position.

Our business continues to demand the use of sophisticated technology and systems, such as reservations and reporting systems.

These technologies and systems must be refined, updated and/or replaced with more advanced systems in order to continue to meet our guests’ demands and expectations.

If we are unable to do so in a timely manner or within reasonable cost parameters or if we are unable to appropriately and timely train our employees to operate any of these new systems, our business could suffer.

We also may not achieve the benefits that we anticipate from any new technology or system, and a failure to do so could result in higher than anticipated costs or could impair our operating results.

Our information technology systems are subject to cyber and other risks, some of which are beyond our control, which could have a material adverse effect on our business, results of operations and financial position.

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Cyber incidents that impact the security, availability, reliability, speed, accuracy or other proper functioning of our systems, information and measures, including outages, computer viruses, break-ins and similar disruptions, could have a significant impact on our operations.

We also use some artificial intelligence (AI) solutions for certain sales, back office, administrative and other functions.

The use of AI by us and/or our business partners creates the risk for the potential loss or misuse of personal data or the dissemination of confidential information, either of which may result in significantly increased business and security costs, a damaged reputation, administrative penalties, or costs related to defending legal claims

Although our information systems are protected through physical and software safeguards, as well as redundant systems, network security measures and backup systems, it is difficult to fully protect against the possibility of power loss, telecommunications failures, cyber-attacks, and other cyber incidents in every potential circumstance that may arise.

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The time and attention of our management may also be diverted in defending such claims, actions and investigations.

Subject to applicable insurance coverage, we may also incur costs both in

defending against any claims, actions and investigations and for any judgments, fines, civil or criminal penalties if such claims, actions or investigations are adversely determined.

Subject to applicable insurance coverage, we may also incur costs both in defending against any claims, actions and investigations and for any judgments, fines, civil or criminal penalties if such claims, actions or investigations are adversely determined.

An inability to obtain adequate insurance coverage could adversely affect our business, financial condition and results of operations.

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Failure to comply with international safety regulations may subject us to increased liability that may adversely affect our insurance coverage resulting in a denial of access to, or detention in, certain ports which could adversely affect our business.

The operation of vessels is subject to the requirements of the International Maritime Organization’s International Safety Management Code for the Safe Operation of Ships and Pollution Prevention (“ISM Code”).

The operation of vessels is subject to the requirements of the ISM Code.

The ISM Code requires ship owners and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies.

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Extensive and changing laws and regulations directly affect the operation of our vessels.

These laws and regulations take the form of international conventions and agreements, including the International Maritime Organization conventions and regulations and the International Convention for the Safety of Life at Sea, which are applicable to all internationally trading vessels, and national, state and local laws and regulations, all of which may be amended from time to time.

Under these laws and regulations, various governmental and quasi-governmental agencies and other regulatory authorities may require us to obtain permits, licenses and certificates in connection with our operations.

These laws and regulations take the form of international conventions and agreements, including the IMO conventions and regulations and SOLAS, which are applicable to all internationally trading vessels, EU-ETS, which is applicable to certain vessels operating within the European Union countries’ territorial waters, and national, state and local laws and regulations, all of which may be amended from time to time.

Some countries in which we operate have laws that restrict the nationality of a vessel’s crew and prior and future ports of call, as well as other considerations relating to particular national interests.

Changes in governmental regulations and safety or other equipment standards may require unbudgeted expenditures for alterations or the addition of new equipment for our vessels.

Environmental, labor, health and safety, financial responsibility and other maritime regulations could affect operations and increase operating costs.

Revenue generation and strategic growth opportunities could also be adversely affected by compliance with such changes.

These issues are, and we believe will continue to be, an area of focus by the relevant authorities throughout the world.

This could result in the enactment of more stringent regulation of cruise ships that could subject us to increasing compliance costs in the future.

If we do not restrict the amount of ownership of our common stock by non-U.S.

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We may be unable to repay or repurchase our outstanding notes at maturity.

At their respective maturity dates, the entire outstanding principal amount of our $360.0 million 6.75% Notes due 2027 and our $275.0 million 9.00% Notes due 2028, together with accrued and unpaid interest, if any, will become due and payable.

At the maturity date, the entire outstanding principal amount of our $675.0 million 7.00% Notes due 2030, with accrued and unpaid interest, if any, will become due and payable.

We may not have the funds to fulfill these obligations or the ability to renegotiate these obligations.

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citizens is in excess of 24.99% of the common stock, or otherwise prevent non-U.S.

exceeds such percentage, we will likely be unable to comply with the Coastwise Laws and will likely be required by the applicable governmental authorities to suspend our operations in the U.S.

citizens in the aggregate from beneficially owning shares in excess of 24.99% of any class or series of capital stock, or fail to exercise our redemption or forced sale rights because we are unaware that ownership exceeds such percentage, we will likely be unable to comply with the Coastwise Laws and will likely be required by the applicable governmental authorities to suspend our operations in the U.S.

coastwise trade.

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General Risks Related to Our Securities

An active trading market for our common stock may not be sustained, and you may not be able to resell your shares at or above the price at which you purchased them.

An active trading market for our shares may not be sustained.

In the absence of an active trading market for our common stock, shares of common stock may not be able to be resold at or above the purchase price of such shares.

Although there can be no assurances, we expect that our common stock will continue to be listed on the NASDAQ Stock Market.

However, even if our common stock continues to be listed on the NASDAQ Stock Market, there is no assurance that an active market for our common stock will continue in the foreseeable future.

We do not intend to pay any common stock dividends to shareholders in the foreseeable future.

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Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Our common stock ranks junior to our Series A Convertible Preferred Stock with respect to dividends and amounts payable in the event of our liquidation, dissolution or winding-up of our affairs.

Our common stock ranks junior to our Series A Convertible Preferred Stock, with respect to the payment of dividends and amounts payable in the event of our liquidation, dissolution or winding-up of our affairs.

Upon our liquidation, dissolution or winding up, each share of Series A Convertible Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) the purchase price paid for such shares, plus all accrued and unpaid interest and (ii) the amount that the holder would have been entitled to receive at such time if the Series A Convertible Preferred Stock were converted into common stock and no distribution of our assets may be made to holders of our common stock until we have paid to holders of our Series A Convertible Preferred Stock such liquidation preference.

Any conversion of the Series A Convertible Preferred Stock to common stock would also cause substantial dilution to our stockholders.

Certain rights of the holders of the Series A Convertible Preferred Stock could delay or prevent an otherwise beneficial takeover or takeover attempt of us.

Certain rights of the holders of the Series A Convertible Preferred Stock could make it more difficult or more expensive for a third party to acquire us.

If we undergo a Change of Control (as defined in the certificate of designations for the Series A Convertible Preferred Stock), each holder will have the right to cause us to redeem any or all of its shares of Series A Convertible Preferred Stock for cash consideration equal to the greater of (i) $1,120 per share and (ii) the purchase price paid for such shares, plus all accrued and unpaid interest.

These features of the Series A Convertible Preferred Stock could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management.

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-K

Item 1A. Risk Factors