What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-02-26 compared with 2025-02-28 · 82 added, 87 removed, 299 unchanged (36% of the section changed)

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Repurchases of Securities

Our Board of Directors publicly announced a stock repurchase plan (“Repurchase Plan”) on November 9, 2015 and increased the Repurchase Plan to $35.0 million on November 4, 2016.

We maintain a $35.0 million stock repurchase plan (“Repurchase Plan”) established by our Board of Directors.

This Repurchase Plan authorizes us to purchase from time to time our outstanding common stock through open market repurchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions based on market and business conditions, applicable legal requirements and other factors.

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Stock Performance Graph

The following stock performance graph compares the performance of our common stock from December 31, 2019 to December 31, 2024 with the performance of the Standard & Poor’s 500 Composite Stock Index, the Standard and Poor’s 1500 Hotels, Resorts and Cruise Lines Industry Index and the FTSE 100 Index.

The Standard and Poor’s 1500 Hotels, Resorts and Cruise Lines Industry Index was added as the Company's closest related published industry index.

The following stock performance graph compares the performance of our common stock from December 31, 2020 to December 31, 2025 with the performance of the Standard & Poor’s 500 Composite Stock Index and the Standard and Poor’s 1500 Hotels, Resorts and Cruise Lines Industry Index and the FTSE 100 Index.

The graph assumes an initial investment of $100 on December 31, 2020 and reinvestment of dividends.

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Our mission is to offer life-enhancing 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 seven seasonal charter vessels under the Lindblad Expeditions, LLC.

We currently operate a fleet of 12 owned expedition ships and 10 seasonal charter vessels (with several other vessels contracted for future expeditions) under the Lindblad Expeditions, LLC.

(“Lindblad”) brand.

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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.

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 the 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.

2024 Highlights

During April 2024, we increased our ownership of Natural Habitat from 80.1% to 90.1% for $15.2 million, as Mr.

Bressler, President of Natural Habitat, exercised a portion of his put option, and increased our ownership of DuVine from 70% to 75% for $1.5 million, by exercising a portion of our call option on DuVine,

During June 2024, we announced an agreement and on January 9, 2025, we completed the acquisition of Torcatt Enterprises Limitada, a holding company that owns and operates two vessels in the Galápagos Islands, for $17.0 million.

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

During July 2024, we acquired Thomson Group to further expand our land-based experiential travel offerings and increase our addressable market, for $24.0 million in cash and $6.0 million in Lindblad common stock, representing 682,593 shares.

Thomson Group consists of four adventure travel brands, including the respected Tanzania safari specialists Thomson Safaris, with more than 40 years of experience in the country, was founded on the principles of quality and integrity, with the goal of leading socially responsible and positively impactful light-treading safari tours.

In addition to its adventure travel brands, the acquisition includes three leading Tanzania tour operators, the historic award-winning Gibb’s Farm lodge, an 80-acre sanctuary for the senses located near the Ngorongoro Crater, the industry-leading operator of Kilimanjaro treks Nature Discovery Limited, which has more than 30 years of experience and is the recommended Tanzanian partner for over 20 specialist trekking and safari travel agents around the world, and Thomson Safaris Limited.

Thomson Group, consisting of Wineland-Thomson Adventures, LLC (“Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), Thomson Safaris Ltd (“Thomson Safaris Tanzania”), and Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”), provides socially responsible and positively impactful light-treading adventures in East Africa.

They specialize in immersive safaris featuring an exclusive system of camps and expert local wildlife guides;

they provide high-end treks to the summit of Kilimanjaro, the Roof of Africa;

and offer luxurious stays at the award-winning Gibb’s Farm, an 80-acre sanctuary located near the Ngorongoro Crater.

45 years of experience and a commitment to environmental and social responsibility make every adventure exceptional.

On January 9, 2025, we completed the acquisition of Torcatt Enterprises Limitada, a holding company that owns and operates two vessels in the Galápagos Islands, for $16.0 million in cash.

The acquisition expanded our fleet 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.

On February 3, 2026, we forced the conversion of all 62,000 outstanding shares of Series A Convertible Preferred Stock into 9.0 million shares of common stock.

Financial Presentation

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fuel costs and related costs of delivery, storage and safe disposal of waste;

other tour expenses, such as land costs, port costs, repairs and maintenance, equipment expense, drydock, ship insurance and charter hire costs.

other tour expenses, such as land costs, port costs, repairs and maintenance, equipment expense, drydock, ship insurance, charter hire costs and credit card fees.

Selling and marketing

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General and administrative

General and administrative expenses include the cost of shoreside vessel support, reservations and other administrative functions, including salaries and related benefits, credit card commissions, professional fees and rent.

General and administrative expenses include the cost of shoreside vessel support, reservations and other administrative functions, including salaries and related benefits, professional fees and rent.

Other Income (Expense)

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Traditionally, our Lindblad brand tour revenues are mildly seasonal, historically larger in the first and third quarters.

The seasonality of our operating results fluctuates due to our vessels being taken out of service for scheduled maintenance or drydocking, which is typically during nonpeak demand periods, in the second and fourth quarters.

The seasonality of our operating results fluctuates due to our vessels being taken out of service for scheduled maintenance or drydocking, which is typically during non-peak demand periods, in the second and fourth quarters.

Our drydock schedules are subject to cost and timing differences from year-to-year due to the availability of shipyards for certain work, drydock locations based on ship itineraries, operating conditions experienced especially in the polar regions and the applicable regulations of class societies in the maritime industry, which require more extensive reviews periodically.

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Depreciation and amortization

Operating income (loss)

Operating income

Undistributed loss per share available to stockholders:

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Tour revenues for the year ended December 31, 2025 increased $126.3 million, or 20%, to $771.0 million, compared to $644.7 million for the year ended December 31, 2024.

Of the $75.2 million increase, the continuing operations realized a $31.3 million increase due to a 4% increase in guest nights sold and a 7% increase in guests traveled, and a $27.7 million increase due to pricing and the change in mix of itineraries and trips.

The $75.2 million increase also includes the results of Thomson Group since its acquisition on July 31, 2024.

The Lindblad segment tour revenues increased by $25.9 million, or 7%, and the Land Experiences segment increased $49.3 million, or 29%, inclusive of $15.1 million generated by the Thomson Group since its July 31, 2024 acquisition.

Of the $126.3 million increase, $96.8 million was due to a 13% increase in guest nights sold and a 16% increase in guests traveled, and $29.5 million was due to increased pricing and changes in the mix of itineraries and trips.

The increase also reflects the inclusion of a full year of results of Thomson Group, which was acquired in July 2024.

The Lindblad segment tour revenues increased by $72.3 million, or 17%, and the Land Experiences segment increased $54.0 million, or 24%.

Cost of Tours

Total cost of tours for the year ended December 31, 2024 increased $21.3 million, or 7%, to $343.6 million, compared to $322.4 million for the year ended December 31, 2023, primarily due to the inclusion of Thomson Group within our Land Experiences segment, operating additional trips, and higher operating costs.

The Lindblad segment cost of tours decreased by $5.0 million and the Land Experiences segment increased $26.3 million, or 26%, inclusive of $7.0 million related to the Thomson Group since its July 31, 2024 acquisition.

Total cost of tours for the year ended December 31, 2025 increased $55.4 million, or 15%, to $418.0 million, compared to $362.6 million for the year ended December 31, 2024, primarily due to the inclusion of Thomson Group for the entire year in 2025, and higher operating costs related to operating additional expeditions and trips.

The Lindblad segment cost of tours increased by $28.6 million, or 12%, and the Land Experiences segment increased $26.8 million, or 20%.

General and Administrative Expenses

General and administrative expenses for the year ended December 31, 2024 increased $21.5 million, or 18%, to $139.9 million, compared to $118.4 million for the year ended December 31, 2023, primarily due to higher personnel expense, credit card commissions due to a strong booking environment, transaction-related costs, the inclusion of the results of Thomson Group and a legal settlement.

General and administrative expenses for the year ended December 31, 2025 increased $8.9 million, or 7%, to $129.9 million, compared to $121.0 million for the year ended December 31, 2024, primarily due to higher personnel costs, increased stock-based compensation expense primarily due to Mr.

Bressler’s awards related to driving growth of the Land Experiences segment, and reorganizational related costs, partially offset by $5.3 million in employee tax credits received.

At the Lindblad segment, general and administrative expenses increased $3.7 million, or 5%, and the Land Experiences segment increased $5.2 million, or 13%.

Selling and Marketing Expenses

Selling and marketing expenses for the year ended December 31, 2024 increased $15.6 million, or 22%, to $87.0 million, compared to $71.4 million for the year ended December 31, 2023, primarily due to higher royalties associated with the new National Geographic agreement, increased marketing spend to support future growth, and the inclusion of the results of Thomson Group.

Selling and marketing expenses for the year ended December 31, 2025 increased $27.7 million, or 32%, to $114.7 million, compared to $87.0 million for the year ended December 31, 2024, primarily due to higher royalties associated with the National Geographic agreement and increased revenues driving higher commissions expense and increased marketing spend to support future growth.

At the Lindblad segment, selling and marketing expenses increased $21.6 million, or 32%, and the Land Experiences segment increased $6.1 million, or 32%.

Depreciation and Amortization Expenses

Depreciation and amortization expenses increased $5.9 million, or 13%, to $52.6 million for the year ended December 31, 2024 compared to $46.7 million for the year ended December 31, 2023, primarily due 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 increased $10.2 million, or 20%, to $62.8 million for the year ended December 31, 2025 compared to $52.6 million for the year ended December 31, 2024, primarily due to depreciation of assets placed into service to support our vessel fleet, the additional vessels acquired during 2025, the National Geographic Delfina and the National Geographic Gemini , accelerated depreciation of the National Geographic Sea Bird and the National Geographic Sea Lion related to their planned 2026 retirement, and full year amortization of intangible assets related to the Thomson Group acquisition.

Other Expense

Other expenses were $46.6 million for the year ended December 31, 2024 , compared to other expenses of $48.3 million for the year ended December 31, 2023.

The $1.7 million decrease was primarily due to:

the May 2023 write-off of $3.9 million of deferred financing costs, fees and other expenses related to the repayment of our prior Export Credit Agreements, partially offset by;

a $1.8 million higher loss on foreign currency during 2024;

a $0.7 million increase in interest expense from higher interest rates across our debt facilities and increased borrowings.

Other expenses were $67.2 million for the year ended December 31, 2025 , compared to $46.6 million for the year ended December 31, 2024.

The $20.6 million increase was primarily due 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 $2.1 million lower loss on foreign currency during 2025;

a $1.1 million gain on the Torcatt acquisition;

a $0.9 million decrease in interest expense from lower interest rates on our debt facilities, partially offset by increased borrowings.

Comparison of Years Ended December 31, 2024 and 2023 - Consolidated

For a comparison of our results from operations for the years ended December 31, 2024 and 2023, see “Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 6, 2024.

Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.

Results of Operations – Segments

Selected results for our segments for the years ended December 31, 2025, 2024 and 2023 are below.

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

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.

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Land Experiences

Operating income (loss)

Operating income

Adjusted EBITDA:

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Depreciation and amortization

Loss (gain) loss on foreign currency

Other (income) expense

(Gain) loss on foreign currency

Stock-based compensation

Transaction-related costs

Legal settlement

Other expense (income)

Debt extinguishment

Reorganization costs

Acquisition gain

Legal settlement

Adjusted EBITDA

The following tables outline the reconciliation for each segment from operating income (loss) to Adjusted EBITDA:

Reconciliation of Segment Operating Income (Loss) to Adjusted EBITDA

Lindblad Segment

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(In thousands)

Operating loss

Operating income (loss)

Depreciation and amortization

Stock-based compensation

Legal settlement

Transaction-related costs

Reorganization costs

Legal settlement

Adjusted EBITDA

Reconciliation of Operating (Loss) Income to Adjusted EBITDA

Land Experiences Segment

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Stock-based compensation

Legal settlement

Adjusted EBITDA

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Net Yield per Available Guest Night

The following table reconciles operating loss to our Net Yield Guest Metric for the Lindblad Segment.

The following table reconciles operating income (loss) to our Net Yield Guest Metric for the Lindblad Segment.

For the years ended December 31,

(In thousands)

Operating loss

Operating income (loss)

Cost of tours

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Stock-based compensation

Legal settlement

Transaction-related costs

Reorganization costs

Legal settlement

Adjusted Net Cruise Cost Excluding Fuel

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Tour Revenues

Tour revenues for the year ended December 31, 2024 increased $25.9 million, to $423.3 million compared to $397.4 million for the year ended December 31, 2023.

Tour revenues for the year ended December 31, 2025 increased $72.3 million, or 17%, to $495.6 million compared to $423.3 million for the year ended December 31, 2024.

Of the $72.3 million increase, $57.8 million is related to a 13% increase in guest nights sold and $14.5 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 7% to $1,170, from $1,097 in 2023, reflecting higher pricing and a one-percentage point increase in occupancy compared with 2023.

Operating Loss

We incurred an operating loss of $2.9 million for the year ended December 31, 2024 compared to a loss of $8.7 million for the year ended December 31, 2023.

The $5.8 million decrease in operating loss was due to the increased revenue, partially offset by higher operating expenses, primarily due to expenses associated with increased revenue, including higher sales and marketing costs driven by increased royalties associated with the new National Geographic agreement and marketing spend to drive future booking growth, and higher general and administrative costs, driven by increased personnel costs, higher credit card commissions due to the revenue and bookings growth, transaction-related costs and a legal settlement.

Net yield per available guest night increased 14% to $1,335, from $1,170 in 2024, reflecting higher pricing and a ten-percentage point increase in occupancy compared with 2024.

Operating Income

We generated operating income of $7.1 million for the year ended December 31, 2025 compared to an operating loss of $2.9 million for the year ended December 31, 2024.

The $10.0 million increase in operating income was due primarily to the increased revenue, partially offset by higher operating expenses, primarily due to expenses associated with increased revenue, including $21.6 million in higher sales and marketing costs driven by royalties associated with the National Geographic agreement and increased commission expense, and higher marketing spend to drive future booking growth, $3.5 million higher general and administrative costs driven by higher stock-based compensation expense and $8.5 million increased depreciation due to capital expenditures on our vessels, the addition of the National Geographic Defina and National Geographic Gemini to our fleet and accelerated depreciation on the National Geographic Sea Bird and the National Geographic Sea Lion .

Results of Operations – Land Experiences Segment

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For the years ended December 31,

Comparison of Years Ended December 31, 2024 to December 31, 2023

Comparison of Years Ended December 31, 2025 and 2024

Tour Revenues

Tour revenues for the year ended December 31, 2024 increased $49.3 million, or 29%, to $221.4 million compared to $172.1 million in 2023, primarily as a result of operating additional trips, and higher pricing.

2024 also includes the results of Thomson Group since its acquisition on July 31, 2024.

Of the $49.3 million increase, $19.6 million is due to an 11% increase in average revenue per guest, which is a combination of pricing increases and changes to trip and tour itinerary mix, and $13.6 million is related to a 7% increase in guests traveled for the continuing operations.

Tour revenues for the year ended December 31, 2025 increased $54.0 million, or 24%, to $275.4 million compared to $221.4 million in 2024, primarily due to operating additional trips, higher pricing, and inclusion of the full year of the results of Thomson Group, acquired in July 2024.

Of the $54.0 million increase, $39.0 million is due to a 16% increase in guests traveled, and $15.0 million is related to a 7% increase in average revenue per guest, which is a combination of pricing and changes to trip and tour itinerary mixes.

Operating Income

Operating income increased $13.9 million, or 57%, to $38.4 million for the year ended December 31, 2025 compared to $24.5 million in 2024.

The increase was driven by higher revenues from the existing businesses, the inclusion of the results of Thomson Group since its acquisition, partially offset by higher operating and personnel costs related to operating additional departures, higher marketing spend to drive future growth, higher credit card commissions related to revenue growth and transaction-related costs.

The increase was driven by higher revenues, including the full year of results of Thomson Group, acquired in July 2024, partially offset by $26.8 million higher operating and personnel costs related to operating additional departures, and $6.1 million higher marketing spend to drive future growth.

Liquidity and Capital Resources

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ports and credit card reserves.

As of December 31, 2024, we had $635.0 million in long-term debt obligations, including the current portion of long-term debt, which is insignificant.

As of December 31, 2025, we had $675.0 million in long-term debt obligations, including an insignificant current portion.

We continually assess our available liquidity and our expected cash requirements.

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Net cash provided by operating activities was $111.6 million in 2025 compared to $92.4 million cash used in operations in 2024.

The $67.0 million increase was primarily due to higher guest deposits for future travel and increased operating results.

The $19.2 million increase was primarily due to higher guest deposits for future travel, improved operating results, and changes in accounts payable, accrued expenses and prepaid expenses, due primarily to the timing of operating expense payments.

Net cash used in investing activities was $67.3 million in 2025 compared to $44.1 million in 2024.

2025 primarily included the acquisition of Torcatt and capital expenditures on our vessels, including the refurbishment of the recently acquired National Geographic Defina and National Geographic Gemini in the Galápagos Islands.

2024 primarily included the acquisition of Thomson Group and capital expenditures on our vessels.

2023 included capital expenditures on our vessels and our digital transformation initiatives, partially offset by a sale of marketable securities.

Net cash used by financing activities was $19.8 million in 2024 compared to $60.7 million cash provided by financing activities in 2023.

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.

2023 primarily included the issuance of $275.0 million of 9.00% senior secured notes which were used mainly to repay our prior Export Credit Agreements.

Net cash provided by financing activities was $29.6 million in 2025 compared to $19.8 million cash used by financing activities 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 and 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 .

Contractual Obligations

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Charter commitments

Investing Activities:

Purchase obligations

Financing Activities:

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Debt Facilities

6.75% Senior Secured Notes due 2027

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

We used the proceeds from the 6.75% Notes to prepay in full all outstanding borrowings under our former term loan, including the Main Street Expanded Loan Facility, and former revolving credit facility, and paid all related premiums, terminating in full our credit agreement and the commitments thereunder.

Interest on the 6.75% Notes is payable semiannually in arrears on February 15 and August 15 of each year.

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

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 is being used for 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 revolving credit facility, which includes an aggregate principal amount 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 “Revolving Credit Agreement”).

Borrowings under the facility will bear interest at a rate per annum equal to, at our option, an adjusted Secured Overnight Financing Rate plus a spread or a base rate plus a spread.

As of December 31, 2024, no amounts were outstanding under the Revolving Credit Agreement.

9.00% Senior Secured Notes due 2028

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.

We used the net proceeds of the 9.00% Notes to prepay in full all outstanding borrowings under our prior senior secured credit agreements, to pay any related premiums and to terminate in full the prior senior secured credit agreements and the commitments thereunder.

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

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

The 6.75% Notes, 9.00% 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 6.75% Notes, 9.00% Notes and Revolving Credit Facility.

On August 20, 2025, we amended our senior secured revolving credit facility (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 December 31, 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 December 31, 2025, we were in compliance with the covenants currently in effect.

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As of December 31, 2025, 62,000 shares of Preferred Stock were outstanding.

The Preferred Stock has senior and preferential ranking to our common stock.

The Preferred Stock is entitled to cumulative dividends of 6.00% per annum, and for the first two years, the dividends were required to be paid-in-kind.

After the second anniversary of the issuance date, the dividends may be paid-in-kind or be paid in cash at our option.

During 2024, we have continued to pay Preferred Stock dividends in-kind.

At any time, 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.

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.

During the year ended December 31, 2022, 18,000 shares of Preferred Stock and related accumulated dividends were converted by the holders into 2,109,561 shares of our common stock.

As of December 31, 2024, the outstanding Preferred Stock and related accumulated dividends could be converted into approximately 8.4 million shares of our common stock.

The Preferred Stock had senior and preferential ranking to our common stock.

The Preferred Stock was entitled to cumulative dividends of 6.00% per annum, and for the first two years, the dividends were required to be paid-in-kind.

After the second anniversary of the issuance date, the dividends could be paid-in-kind or be paid in cash at our option.

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

The Preferred Stock was 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 any time we were permitted to, at our option, mandatorily 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 was at least 150% of the conversion price ($14.25) for 20 out of 30 consecutive trading days.

On February 3, 2026, all 62,000 outstanding shares of Preferred Stock were converted into 9.0 million shares of common stock.

As of February 3, 2026, no shares of Preferred Stock remained outstanding.

Funding Needs

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We traditionally run a working capital deficit due primarily to a large balance of unearned passenger revenues and as of December 31, 2025 and 2024, we had working capital deficit of $93.7 million and $114.0 million, respectively.

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

The Repurchase Plan authorizes us to purchase from time to time our outstanding common stock.

We maintain a $35.0 million stock repurchase plan (“Repurchase Plan”) that authorizes us to purchase from time to time our outstanding common stock.

Any shares purchased will be retired.

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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-K

Item 5. Market for Registrant’s Common Equity