What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-28 · 257 added, 253 removed, 1168 unchanged (30% of the section changed)

16 unchanged sentences

Changes in Internal Control Over Financial Reporting

Thomson Group Acquisition

The Thomson Group acquisition was completed on July 31, 2024, which is discussed in detail in Note 9—Acquisitions to the consolidated financial statements.

Our evaluation of the effectiveness of the Company’s internal control over financial reporting and of the design and operation of our disclosure controls and procedures did not encompass that of Thomson Group.

This decision aligns with the general guidance from the SEC Staff, allowing the exclusion of an assessment of a recently acquired business from management’s scope for an internal controls audit for up to one year post-acquisition.

Thomson Group contributed approximately 2% to our total revenues for the year ended December 31, 2024.

As of December 31, 2024, the total assets of the acquired business represented about 2% of total consolidated assets, mainly comprising of goodwill, intangibles and cash.

Except as noted above with respect to the Thomson Group Acquisition, there have been no changes in the internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

There have been no changes in the internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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Opinion on Internal Control Over Financial Reporting

We have audited Lindblad Expeditions Holdings, Inc.

We have audited Lindblad Expedition Holdings, Inc.

and Subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

1 unchanged sentence

and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Wineland-Thomson Adventures, Inc., which is included in the 2024 consolidated financial statements of the Company and constituted 2% of total assets as of December 31, 2024 and 2% of total revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Wineland-Thomson Adventures, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2024 consolidated balance sheets of Lindblad Expeditions Holdings, Inc.

and Subsidiaries as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 28, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal

control over financial reporting was maintained in all material respects.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

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Rule 10b5 - 1 Trading Plans

Directors and Executive Officers.

Our directors and executive officers may purchase or sell shares of our common stock in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5 - 1 under the Exchange Act (“Rule 10b5 - 1” ) and in compliance with guidelines specified by the Company.

In accordance with Rule 10b5 - 1 and the Company’s insider trading policy, directors, officers and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s common stock, including shares acquired pursuant to the Company’s equity plans (“Rule 10b5 - 1 Trading Plans”).

Under a Rule 10b5 - 1 Trading Plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them.

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted, terminated or modified by our directors and executive officers during the three months ended December 31, 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c).

Name and Title

Adoption, Termination or Modification

Date of Adoption, Termination or Modification

Scheduled Expiration Date of Plan

Number of Shares to be Purchased under the Plan

Schultz ( Director )

December 19, 2024

April 20, 2026

During the three months ended December 31, 2025, no director or Section 16 officer of the Company adopted, modified or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information concerning our executive officers, directors and corporate governance is incorporated herein by reference to our Definitive Proxy Statement to be filed with the Securities and Exchange Commission (“SEC”) within 120 days after the end of our fiscal year covered by this Form 10-K with respect to our 2025 Annual Meeting of Stockholders.

Information is incorporated herein by reference to our Definitive Proxy Statement to be filed with the Securities and Exchange Commission (“SEC”) within 120 days after the end of our fiscal year covered by this Form 10-K with respect to our 2026 Annual Meeting of Stockholders.

Securities Authorized for Issuance under Equity Compensation Plans

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Principal Accountant Fees and Services

Exhibits, Financial Statement Schedules

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March 26, 2020

Registration Rights Agreement by and between Lindblad Expeditions Holdings, Inc.

and The Investors Party thereto.

August 31, 2020

Specimen Common Stock Certificate.

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February 26, 2020

Certificate of Designations of 6.0% Series A Convertible Preferred Stock of Lindblad Expeditions Holdings, Inc.

Indenture, dated as of August 20, 2025, among the Issuer, the Company, the other Guarantors named therein, the Trustee and the Collateral Trustee, relating to the 7.000% Senior Secured Notes due 2030.

August 21, 2025

Indenture, dated as of February 4, 2022, among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc.

and the other guarantors named therein and Wilmington Trust, National Association, as trustee and collateral trustee, relating to the 6.750% Senior Secured Notes due 2027.

February 7, 2022

First Supplemental Indenture, dated May 2, 2023, to Indenture, dated as of February 4, 2022, among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc.

and the other guarantors named therein and Wilmington Trust, National Association, as trustee and collateral trustee, relating to the 6.750% Senior Secured Notes due 2027 .

Form of 6.750% Senior Secured Notes due 2027 ( included in Indenture, dated as of February 4, 2022, among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc.

and the other guarantors named therein and Wilmington Trust, National Association, as trustee and collateral trustee, relating to the 6.750% Senior Secured Notes due 2027.

Exhibit 4.4 ).

February 7, 2022

Indenture, dated as of May 2, 2023, among the Issuer, each of the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent, governing the terms of the Issuer’s $275,000,000 aggregate principal amount of 9.000% Senior Secured Notes due 2028.

Form of 7.000% Senior Secured Notes due 2030 (included in Exhibit 4.5).

August 21, 2025

Registration Rights Agreement among the Company and each of Capitol Acquisition Management 2 LLC, Lawrence Calcano, Richard C.

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Dyson Dryden.

2015 Long-Term Incentive Plan*

July 10, 2015

Non-Competition Agreement between Sven-Olof Lindblad and the Company.

7 unchanged sentences

November 15, 2023

Lindblad 2012 Stock Incentive Plan .*

July 10, 2015

Form of Executive Officer Stock Option Award Agreement.*

4 unchanged sentences

March 14, 2016

Employment Agreement by and between Natural Habitat, Inc., Lindblad Expeditions Holdings, Inc.

and Ben Bressler.

Lindblad Expeditions Holdings, Inc.

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September 6, 2018

Investment Agreement Dated as of August 26, 2020 by and among Lindblad Expeditions Holdings, Inc.

and The Purchasers.

August 27, 2020

Form of Market Stock Unit Award Agreement.

October 5, 2020

Amendment to Employment Agreement by and between Lindblad Expeditions Holdings, Inc.

and Ben Bressler.

Amendment to Natural Habitat, Inc.’s Stockholders’ Agreement by and between Lindblad Expeditions Holdings, Inc., Natural Habitat, Inc.

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February 7, 2022

Employment Agreement by and between Lindblad Expeditions Holdings, Inc.

and Noah Brodsky.

Second Amendment to Stockholders Agreement by and among Lindblad Expeditions Holdings, Inc.

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December 27, 2022

Amendment 2 to the Employment Agreement by and between Lindblad Expeditions Holdings, Inc.

and Benjamin Bressler.*

December 27, 2022

Employment Agreement by and between Lindblad Expeditions Holdings, Inc.

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December 10, 2024

Amendment to the Revolving Credit Agreement, dated as of February 4, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time, including by the Amendment), by and among the Issuer, as borrower, the Company, JPMorgan Chase Bank, N.A., as administrative agent, the lenders from time to time party thereto and certain other parties thereto .

August 21, 2025

Third Amendment to Stockholders ’ Agreement by and among Lindblad Expeditions Holdings, Inc.

Natural Habitat, Inc.

and Ben Bressler.

July 11, 2025

Second Amended and Restated Employment Agreement by and between Lindblad Expeditions Holdings, Inc., Natural Habitat, Inc.

and Ben Bressler.

July 11, 2025

Company Insider Trading Policy

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February 26, 2026

/s/ Pamala Kaufman

/s/ Pamela Kaufman

February 26, 2026

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Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

R eport of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Lindblad Expeditions Holdings, Inc.

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of acquired tradename

Revenue Recognition - Refer to Note 2 to the financial statements

Description of the Matter

As disclosed in Note 9 to the consolidated financial statements, the Company acquired Thomson Group on July 31, 2024, for consideration of approximately $30.0 million.

This transaction was accounted for as a business combination.

Auditing the valuation of a tradename in connection with a business combination is judgmental due to the estimation uncertainty in determining the fair value of the asset.

The fair value of the tradename asset was sensitive to judgment in the selection of the appropriate royalty rate, discount rate and forecast of the amount and timing of expected future cash flows.

The forecast assumption is forward-looking and could be affected by future economic and market conditions.

The Company’s tour revenues from the sale of an expedition, trip or tour are recognized over the duration of each expedition, trip or tour.

The processing and recording of the Company’s tour revenues involves a combination of automated and manual processes.

We identified the Company’s tour revenues recognition processes as a critical audit matter as the Company has a significant volume of revenue transactions that rely on manual processes to record tour revenues over the duration of the expedition, trip or tour and the Company’s tour revenues processes involve multiple systems.

This required an increased level of effort to audit tour revenues.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's process to estimate the fair value of the acquired tradename, including the valuation methodology, assumptions used and the completeness and accuracy of data utilized in such process.

To test the estimated fair value of the acquired tradename in connection with the acquisition of the Thomson Group, our audit procedures included, among others, evaluating the valuation methodologies used, evaluating the assumptions described above, and testing the completeness and accuracy of the underlying data used by the Company in its analyses.

We involved our internal valuation specialists to assist in assessing the methodologies and certain assumptions used to value the acquired tradename.

For example, we compared certain assumptions detailed above to historical results of the acquired business and evaluated the projected revenue growth rate to comparable companies within the same industry.

As part of this evaluation, we also compared the royalty rate used in the valuation of the tradename to market data.

In addition, we performed a sensitivity analysis on the assumptions detailed above.

We obtained an understanding and evaluated the design and tested the operating effectiveness of controls over the Company’s tour revenues recognition processes, including controls over the completeness and accuracy of data and controls designed to mitigate the risk of management override.

This included, among other procedures, testing controls over management’s review of pricing and bookings, manual revenue journal entries, revenue related account reconciliations between the billings systems and the general ledger, and IT related controls over the tour revenues systems.

To test tour revenues, our audit procedures included testing the completeness and accuracy of tour revenues recognized and performing substantive test of details over a representative sample of revenue transactions.

Our test of details consisted of testing a selection of tour revenues transactions by agreeing the amounts recognized to source documents, such as booking confirmations and cash receipts.

Our transaction testing also consisted of evaluating the timing of when tour revenues was recorded by agreeing the timing of the amounts recognized to source documents.

/s/ Ernst & Young LLP

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As of December 31,

As of December 31, 2023

Current Assets:

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Intangibles, net

16,599 15,923

Other long-term assets

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22,227 13,860

Lease liabilities - current

Long-term debt - current

Lease liabilities - current portion

Long-term debt - current portion

Total current liabilities

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725,532 623,174 558,944

Operating income (loss)

Operating income

45,487 21,553 10,599

2 unchanged sentences

( 45,231 ) ( 45,738 ) ( 45,014 )

(Loss) gain on foreign currency

Gain (loss) on foreign currency

1,077 ( 1,065 ) 751

1 unchanged sentence

409 159 ( 4,066 )

Loss on extinguishment of debt

( 23,492 ) - -

Total other expense

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$ ( 24,225 ) $ ( 28,195 ) $ ( 40,876 )

Other comprehensive income:

Other comprehensive loss:

Change in foreign currency translation adjustments

Cash flow hedges:

Reclassification adjustment, net of tax

Total other comprehensive income

( 288 ) 288 -

Total other comprehensive loss

( 288 ) 288 -

Total comprehensive loss

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212,645 - ( 597 ) - - ( 597 )

Issuance of stock for conversion of preferred stock

2,109,561 - 19,429 - - 19,429

Other comprehensive income, net

- - - - 634 634

Redeemable noncontrolling interest

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435,302 1 ( 1,575 ) - - ( 1,574 )

Issuance of stock for acquisition

682,593 - 6,000 - - 6,000

Other comprehensive income, net

- - - - 288 288

Redeemable noncontrolling interest

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913,407 - 3,939 - - 3,939

Issuance of stock for acquisition

682,593 - 6,000 - - 6,000

Other comprehensive income, net

Other comprehensive loss, net

- - - - ( 288 ) ( 288 )

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62,822 52,562 46,711

Amortization of deferred financing costs and other, net

Amortization of deferred financing costs, net

3,329 3,699 3,368

Amortization of right-to-use lease assets

1,734 893 811

Stock-based compensation

2 unchanged sentences

( 1,262 ) 2,052 2,719

Loss (gain) on foreign currency

(Gain) loss on foreign currency

( 1,077 ) 1,065 ( 751 )

Write-off of unamortized issuance costs related to debt refinancing

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

7,111 - 3,860

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( 1,666 ) ( 995 ) ( 850 )

Net cash provided by (used in) operating activities

Net cash provided by operating activities

111,583 92,355 25,441

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( 47,745 ) ( 33,520 ) ( 29,963 )

Acquisition (net of cash acquired)

Acquisitions (net of cash acquired)

( 19,522 ) ( 10,559 ) -

Sale of securities

- 15,163 ( 15,000 )

Proceeds from loan principal repayment

Net cash used in investing activities

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Cash Flows From Financing Activities

Purchase of redeemable noncontrolling interest

( 16,721 ) - -

Proceeds from long-term debt

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( 13,194 ) ( 21 ) ( 7,489 )

Repurchase under stock-based compensation plans and related tax impacts

Proceeds from exercise of options

Repurchase under stock-based compensation plans, related tax impacts and noncontrolling interest distributions

( 1,465 ) ( 2,974 ) ( 1,128 )

Net cash (used in) provided by financing activities

Additional acquisition of redeemable noncontrolling interest

- ( 16,721 ) -

Net cash provided by (used in) financing activities

29,564 ( 19,765 ) 60,679

Effect of exchange rate changes on cash

( 288 ) 288 -

Net increase in cash, cash equivalents and restricted cash

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$ 50,766 $ 49,423 $ 43,695

3,164 319 711

Non-cash investing and financing activities:

Shares issued in connection with acquisition

Non-cash preferred stock dividend

$ 4,926 $ 4,641 $ 4,373

Shares issued in connection with acquisition

Non-cash recognition of new leases

Additional paid-in capital exercise proceeds of option shares

Additional paid-in capital exchange proceeds used for option shares

( 358 ) ( 145 ) -

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

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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 10 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 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.

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.

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The Land Experiences segment includes the five primarily land-based brands, Natural Habitat, Inc.

(“Natural Habitat”), Off the Beaten Path, LLC (“Off the Beaten Path”), DuVine Cycling + Adventure Company (“DuVine”), Classic Journeys, LLC (“Classic Journeys”), and Thomson Group, comprised 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”).

(“Natural Habitat”), Off the Beaten Path, LLC (“Off the Beaten Path”), DuVine Cycling + Adventure Company (“DuVine”), Classic Journeys, LLC (“Classic Journeys”), and 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”).

Natural Habitat offers over 100 different expedition itineraries in more than 45 countries spanning all seven continents, with eco-conscious expeditions and nature-focused, small-group tours that include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos Islands tours and African safaris.

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Off the Beaten Path offerings include insider national park experiences in the Rocky Mountains, Desert Southwest, and Alaska, as well as unique trips across Central and South America, Oceania, Europe and Africa.

DuVine offers intimate group cycling and adventure tours around the world with local cycling experts as guides, immersive in local cultural, cuisine and high-quality accommodations.

DuVine Cycling + Adventure Company offers intimate group cycling and adventure tours around the world with local cycling experts as guides, immersive in local cultural, cuisine and high-quality accommodations.

International cycling tours include the exotic Costa Rican rainforests, the rocky coasts of Ireland and the vineyards of Spain, while cycling adventures in the United States include cycling beneath the California redwoods, pedaling through Vermont farmland and wine tastings in the world-class vineyards of Napa and Sonoma.

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These walking tours are highlighted by expert local guides, 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 , comprised of Wineland-Thomson Adventures, LLC and Thomson Safaris Ltd (together “Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), and the Ngorongoro lodge and farm under the Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”), offers socially responsible and positively impactful light-treading Tanzanian safaris, industry-leading Kilimanjaro treks, global custom and private tours, family travel experiences, and operates the historic award-winning Gibb’s Farm, an 80 -acre sanctuary and high-end lodge located near the Ngorongoro Crater.

Thomson Group offers socially responsible and positively impactful light-treading Tanzanian safaris, industry-leading Kilimanjaro treks, and operates the historic award-winning Gibb’s Farm, an 80 -acre sanctuary and high-end lodge located near the Ngorongoro Crater.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”).

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 and 2023 to conform with the 2025 presentation.

Use of Estimates

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136,195 92,809 90,185

25,520 29,535 19,949

Guest ticket revenue

9 unchanged sentences

27,114 22,385 17,129

3,741 3,134 3,100

Guest ticket revenue

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$ 275,377 $ 221,421 $ 172,133

(a) Under the brand license agreement between the Company and National Geographic, effective January 1, 2024, National Geographic no longer receives commissions on sales bookings through the former National Geographic sales channel as the co-selling arrangement operates as direct sales through the Company’s booking system.

For the years ended December 31, 2023 and 2022, the National Geographic sales channel accounted for $ 68.7 million and $ 59.0 million, respectively, of the Company’s consolidated guest ticket revenue.

In the table above, 2023 and 2022 guest ticket revenues derived through the previous National Geographic sales channel have been classified as direct sales to conform to current period’s presentation.

(a) Direct bookings in the table above are inclusive of affinity group sales, where prior to 2025 affinity sales were tracked separately.

In the years ended December 31, 2024 and 2023, affinity sales were $ 25.5 million and $ 29.5 million, respectively, for the Lindblad segment, and $ 3.7 million and $ 3.1 million, respectively, for the Land Experiences segment.

Customer Deposits and Contract Liabilities

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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 previous suspension or rescheduling of expeditions, guests were previously provided an option of either a refund or future travel certificates, which in some instances the value of the future travel certificate 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 and includes an estimate of breakage based on historical behavior of the customer and/or time to expiration of the certificate.

As of December 31, 2024, the value of future travel certificates n not significant.

As of December 31, 2024 and 2023 the Company has recorded $ 318.7 million and $ 252.2 million, related to unearned passenger revenue, respectively.

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

Contract Liabilities

(In thousands)

Balance as of December 31, 2024

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Cost of Tours

Cost of tours represents the direct costs associated with revenues during expeditions, trips and tours, including costs of pre- or post-expedition excursions, hotel accommodations, land-based expeditions, air and other transportation expenses and costs of goods and services rendered onboard, payroll and related expenses for shipboard, guides and expedition personnel, food costs for guests and crew, fuel and related costs and other expenses such as land costs, port costs, repairs and maintenance, equipment expense, drydock, ship insurance and charter hire expenses.

General and Administrative Expense

General and administrative expenses represent the costs of the Company’s administrative functions, and includes salaries and related benefits, professional fees and occupancy costs, shore-side vessel support, credit card commissions, and reservations functions.

Selling and Marketing Expense

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The Company considers all highly liquid instruments with an original maturity of three months or less , as well as deposits in financial institutions, to be cash and cash equivalents.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows:

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets to the total in the statements of cash flows:

As of December 31,

4 unchanged sentences

33,043 32,202 30,499

Total cash, cash equivalents and restricted cash as presented in the statement of cash flows

Total cash, cash equivalents and restricted cash as presented in the statements of cash flows

$ 289,735 $ 216,143 $ 187,344

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To satisfy this requirement, the Company entered into an agreement with a financial institution to escrow the required amounts.

Restricted cash consist of the following:

Restricted cash consists of the following:

As of December 31,

(In thousands)

Federal Maritime Commission and other escrow

$ 19,186 $ 18,101

Credit card processor reserves

12,500 12,750

Federal Maritime Commission and other escrow

Certificates of deposit and other restricted deposits

3 unchanged sentences

The Company records prepaid expenses and other current assets at cost and expenses them in the period the services are provided or the goods are delivered.

Marine operating supplies and inventories are included in prepaid expenses and other current assets and consist primarily of fuel, provisions, gift shop merchandise and other items for resale, other supplies used in the operation of marine expeditions.

Prepaid expenses and other current assets consist primarily of prepaid tour expenses, fuel, provisions, gift shop merchandise and other items for resale and other supplies used in the operation of marine expeditions.

Fuel, provisions and other supplies are recorded at cost while items for sale are stated at the lower of cost or net realizable value and their cost is determined using the first -in, first -out method.

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Property and equipment is recorded at cost, and the cost of improvements that extend the useful life of property and equipment is capitalized when incurred.

These capitalized costs may include structural costs, equipment, fixtures, floor, and wall coverings.

These capitalized costs may include structural costs, equipment, fixtures, and floor and wall coverings.

Prop erty and equipment, net is stated at cost less accumulated depreciation.

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The ship-based tour and expedition industry is very capital intensive.

As of December 31, 2024, the Company owned and operated ten expedition vessels, and acquired two additional vessels during January 2025.

As of December 31, 2025, the Company owned and operated 12 expedition vessels.

The Company has a capital program for the improvement of its vessels and for asset replacements in order to enhance the effectiveness and efficiency of its operations;

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Internationally flagged ships have scheduled dockings approximately every 12 months, for a period of up to three to six weeks.

During 2025, the Company made the decision to retire the National Geographic Sea Bird and National Geographic Sea Lion in 2026 and began accelerating the depreciation of the vessels’ remaining net book value through their retirement date.

The Company tests for impairment annually as of September 30, or more frequently if warranted.

8 unchanged sentences

See Note 5—Goodwill and Intangible Assets for further information on the Company’s intangible assets.

The Company operates two vessels year-round in the Galápagos National Park in Ecuador, the National Geographic Endeavour II with 96 berths and the National Geographic Islander II with 48 berths.

The Company operates four vessels year-round in the Galápagos National Park in Ecuador, the National Geographic Endeavour II with 96 berths, the National Geographic Islander II with 48 berths, the National Geographic Gemini with 48 berths and the National Geographic Delfina with 16 berths.

In order to operate these vessels within the park, the Company is required to have in its possession cupos (licenses) sufficient to cover the total available berths on each vessel.

The cupos expire in 2042, and have a renewable 20 -year term, subject to early termination by the Ecuadorean Province of Galápagos government for non-compliance with the terms of the contract and applicable law regulations.

Upon the occurrence of a triggering event, any event or circumstance that indicates that the fair value or the Company’s intangible assets might be below its carrying amount, the assessment of possible impairment of the Company’s intangible assets will be based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows.

Upon the occurrence of a triggering event, any event or circumstance that indicates that the fair value of the Company’s intangible assets might be below its carrying amount, the assessment of possible impairment of the Company’s intangible assets will be based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows.

If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess, if any, of the asset’s carrying value over its estimated fair value.

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As of and for the years December 31, 2025 and 2024, the Company determined that there were no triggering events regarding its long-lived assets.

Accounts Payable and Accrued Expenses

The Company records accounts payable and accrued expenses for the cost of such items when the service is provided or when the related product is delivered.

The Company leases office and warehousing space with lease terms ranging from one to ten years, computer hardware and software and office equipment with lease terms ranging from three to six years and land for safari base camps with terms ranging from 12 to 95 years.

At the inception of a lease, the Company recognizes right-of-use lease assets and related lease liabilities measured as the present value of future lease payments.

The Company’s right-of-use lease assets are recorded in other long-term assets and the Company’s long-term lease liabilities are recorded in other long-term liabilities.

The Company’s right-of-use lease assets are recorded in other long-term assets and the Company’s lease liabilities are recorded in lease liabilities-current and other long-term liabilities.

Lease expense is recognized on a straight-line basis over the term of the lease.

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Derivative Instruments and Hedging Activities

As of December 31, 2024, the Company did not have any material derivative instruments.

As of December 31, 2025 and 2024, and for each of the three years ended December 31, 2025, the Company did not have any material derivative instruments.

Currency Risk .

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The Company has only recorded financial statement benefits for tax positions which it believes are “more-likely-than- not” to be sustained.

The Company is subject to tax audits in all jurisdictions for which it files tax returns.

Tax audits by their very nature are often complex and can require several years to complete.

Currently, there are no U.S.

federal, state or foreign jurisdiction tax audits pending.

The Company’s corporate U.S.

federal and state tax returns for the current year and four prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and five prior years remain subject to examination by tax authorities.

Other Long-Term Assets

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The functional currencies of the Company’s operating entities are the U.S.

dollar and Tanzanian shilling, and the remeasurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses.

dollar, and the Tanzanian and Kenyan shilling, and the remeasurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses.

Adjustments resulting from translating the foreign currency into U.S.

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The redemption or conversion of the Preferred Stock into shares of the Company’s common stock is not solely controlled by the Company.

At the six -year anniversary of the issuance, the holders have the right to require the Company to repurchase their Preferred Stock.

The Preferred Stock is convertible into the Company’s common stock (i) any time at the holder’s election, (ii) at the six -year anniversary of the issuance of those shares not redeemed at the request of the holder, or (iii) by the Company under certain circumstances.

See Note 12—Stockholders’ Equity.

On February 3, 2026, the Company converted all 62,000 shares of Preferred Stock into 9,018,763 shares of Common Stock.

See Note 12—Stockholders’ Equity and Note 16—Subsequent Event for additional information.

Recently Adopted Accounting Pronouncements

During November 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 07 ― Segment Reporting (Topic 280 ) — Improvements to Reportable Segment Disclosures .

The amendments in this ASU are intended to improve and enhance disclosures about reportable segments’ significant segment expenses.

ASU 2023 - 07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

The Company adopted this guidance January 1, 2024 for its annual reporting, as required, and for its interim reporting will adopt January 1, 2025, as required.

These amendments require the Company to disclose, among others, the name of its Chief Operating Decision Maker (“CODM”) and significant segment expenses that are regularly provided to the CODM and are included within each reported measure of segment operating results.

See Note 14—Segment Information for disclosures related to ASU 2023 - 07.

Recent Accounting Pronouncements

During December 2023, FASB issued ASU 2023 - 09 ― Income Taxes (Topic 740 ) – Improvements to Income Tax Disclosures .

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

The Company will adopt this guidance January 1, 2025 for its annual reporting, as required.

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

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

These amendments increased 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.

Recent Accounting Pronouncements

During November 2024, FASB issued ASU 2024 - 03 ― Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ) — Disaggregation of Income Statement Expenses .

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ASU 2024 - 03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

The Company will adopt this ASU on January 1, 2027, as required, and is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

The Company will adopt this guidance on January 1, 2027, as required.

The amendments under this ASU will increase the Company’s disclosures in its notes to consolidated financial statements for certain expense items within the statements 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 early adopt this guidance on January 1, 2026, and is not expected to have a material impact on its consolidated financial statements.

NOTE 3 — EARNINGS PER SHARE

Earnings per common share is computed using the two -class method related to its Preferred Stock.

Under the two -class method, undistributed earnings available to stockholders for the period are allocated on a pro rata basis to the common stockholders and to the holders of convertible preferred shares based on the weighted average number of common shares outstanding and number of shares that could be issued upon conversion of the Preferred Stock.

Under the two -class method, undistributed earnings available to stockholders for the period are allocated on a pro rata basis to the common stockholders and to the holders of convertible preferred stock based on the weighted average number of common shares outstanding and number of shares that could be issued upon conversion of the Preferred Stock.

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.

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4,926 4,641 4,373

Undistributed income (loss) available to stockholders

Undistributed loss available to stockholders

$ ( 34,647 ) $ ( 35,820 ) $ ( 49,983 )

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For the year ended December 31, 2025, the Company had $ 47.7 million in capital expenditures, which primarily includes vessel improvement projects.

For the year ended December 31, 2023, the Company had $ 30.0 million in capital expenditures, which primarily includes vessel improvement projects and digital investments.

For the year ended December 31, 2024, the Company had $ 33.5 million in capital expenditures, which primarily includes vessel improvement projects.

NOTE 5 — GOODWILL AND INTANGIBLE ASSETS

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Balance as of December 31, 2023

Acquisitions (a)

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Balance as of December 31, 2024

Acquisition (b)

Balance as of December 31, 2025

(a) Increase to goodwill relates to the 2024 acquisition of Thomson Group.

For additional information, see Note 9—Acquisition.

The Company’s intangible assets consist of finite lived assets related to the acquisition of its Land Experiences Segment subsidiaries and the value of its cupos operating rights.

Total amortization expense for the years ended December 31, 2024, 2023 and 2022, was $ 2.1 million, $ 1.8 million and $ 2.0 million, respectively.

(b) Increase to goodwill relates to 2025 immaterial acquisition of safari camp company.

The carrying amounts and accumulated amortization of intangibles, net are as follows:

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(In thousands)

Gross Carrying Amount (a)

Gross Carrying Amount

Accumulated Amortization

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6,907 ( 5,659 ) 1,248 2.0 6,907 ( 4,517 ) 2,390

Operating rights

Operating rights (a)

9,829 ( 5,306 ) 4,523 16.1 6,529 ( 5,024 ) 1,505

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$ 31,675 $ ( 15,076 ) $ 16,599 11.6 $ 28,375 $ ( 12,452 ) $ 15,923

(a) Increase to the gross carrying amounts of intangibles relate to the 2024 acquisition of Thomson Group.

(a) Increase to operating rights relates to the 2025 acquisition of Torcatt.

For additional information, see Note 9—Acquisition.

Total amortization expense for the years ended December 31, 2025, 2024 and 2023, was $ 2.6 million, $ 2.1 million and $ 1.8 million, respectively.

Future expected amortization expense related to these intangibles are as follows:

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NOTE 6 — LONG-TERM DEBT

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, accruing from February 4, 2022, and interest on the 6.75% Notes 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 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 Expanded Loan Facility, and former revolving credit facility, pay any related premiums and terminate in full its prior credit agreement and the commitments thereunder.

The Company incurred $ 10.9 million in financing fees related to the 6.75% Notes, recorded as deferred financing costs as part of long-term debt.

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”).

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 net proceeds received from the 7.00% Notes, the Company used $ 667.5 million to prepay in full all outstanding borrowings under its previous 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 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.

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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.

Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at the Company’s option, an adjusted Secured Overnight Financing Rate plus a spread or a base rate plus a spread.

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

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

As of December 31, 2024, the Company had no borrowings under its 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, and interest 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 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 6.75% Notes, 9.00% Notes and Revolving Credit Facility contain covenants that, among other things, restrict the Company’s ability and the ability of its 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.

As of December 31, 2025, the Company had no borrowings under the Revolving Credit Facility.

The 7.00% Notes and Revolving Credit Facility contain covenants that, among other things, restrict the Company’s ability and the ability of its 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, the Company was in compliance with the covenants currently in effect.

The Company’s DuVine subsidiary has a EUR 0.1 million State Assistance Loan related to the financial consequences of the COVID- 19 pandemic, for the purpose of employment preservation.

This loan matures August 2025, with monthly payments, and bears an annual interest rate of 0.53 %.

Long-Term Debt Outstanding

As of December 31, 2025 and 2024, long-term debt and other borrowing arrangements consisted of:

As of December 31,

As of December 31, 2025 As of December 31, 2024

(In thousands)

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

3 - 3 29 - 29

Total long-term debt

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For the years ended December 31, 2025 and 2023, the Company recorded deferred financing costs of $ 13.2 million and $ 7.5 million, respectively, in long-term debt, amortizing the costs over the term of the financing using the straight-line method.

The Company did not record deferred financing costs in the year ended December 31, 2024.

For the years ended December 31, 2025, 2024 and 2023, deferred financing costs charged to interest expense were $ 3.3 million, $ 3.7 million and $ 3.4 million, respectively.

In 2023, the Company repaid its prior senior secured credit agreements (the “First Export Credit Agreement” and the “Second Export Credit Agreement”), with the proceeds of the 9.00% Notes and $ 3.9 million of related deferred financing costs were written-off to other expense.

In 2022, the Company repaid its prior credit agreement, including the term facility, Main Street Loan and revolving credit facility, with the proceeds from its 6.75% Notes, and $ 9.0 million of related deferred financing costs were written-off to other expense.

On August 20, 2025, the Company issued the 7.00% Notes, using 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.

In 2023, the Company repaid its prior senior secured credit agreements, with the proceeds of the 9.00% Notes and $ 3.9 million of related deferred financing costs were written-off to other expense.

Letters of Credit

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Foreign — Other

1,969 984 209

Total current

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( 826 ) 842 1,492

Foreign — Other

( 438 ) 298 625

Foreign — Other

Total deferred

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For the years ended December 31,

(In thousands)

Tax provision at statutory rate – federal

$ ( 4,567 ) 21.0 % $ ( 5,269 ) 21.0 % $ ( 7,923 ) 21.0 %

Tax provision at effective state and local rates

( 1.4 %) ( 2.1 %) ( 0.3 %)

Foreign tax rate differential

Tax provision at effective state and local rates (a)

103 ( 0.5 %) 340 ( 1.4 %) 800 ( 2.1 %)

Nontaxable or nondeductible items

Executive compensation

2,202 ( 10.1 %) 1,194 ( 4.8 %) 1,884 ( 5.0 %)

Valuation allowance

Impact of Consolidated Partnerships

( 345 ) 1.6 % - 0.0 % - 0.0 %

( 102 ) 0.5 % ( 174 ) 0.7 % ( 262 ) 0.7 %

Foreign tax effects

Cayman Islands

3,301 ( 15.2 %) 7,966 ( 31.7 %) 6,257 ( 16.6 %)

341 ( 1.6 %) 459 ( 1.8 %) 36 ( 0.1 %)

350 ( 1.6 %) - 0.0 % - 0.0 %

399 ( 1.8 %) 95 ( 0.4 %) - 0.0 %

Other foreign jurisdictions

13 ( 0.1 %) - 0.0 % - 0.0 %

Uncertain tax provisions

Change in valuation allowance

1,409 ( 6.5 %) ( 1,817 ) 7.2 % 2,548 ( 6.8 %)

Effect of changes in tax laws or rates enacted in current period

( 993 ) 4.6 % - 0.0 % - 0.0 %

Effect of cross-border tax laws

226 ( 1.0 %) ( 18 ) 0.1 % - 0.0 %

- 0.0 % - 0.0 % 33 ( 0.1 %)

138 ( 0.7 %) 328 ( 1.3 %) ( 227 ) 0.7 %

Total effective income tax rate

$ 2,475 ( 11.4 %) $ 3,104 ( 12.4 %) $ 3,146 ( 8.3 %)

The Company, through its subsidiaries and affiliated entities in the U.S., the Cayman Islands, Ecuador and Tanzania are subject to US Federal, US state, Ecuadorian Federal and Tanzanian Federal income taxes.

(a) State taxes for New York and Massachusetts make up the majority of the tax effect in this category.

The Company, through its subsidiaries and affiliated entities in the U.S., the Cayman Islands, Ecuador, Kenya, Tanzania, France and Italy are subject to US Federal and US state income taxes, and Ecuadorian, Kenyan, Tanzanian, French and Italian Federal income taxes.

The Cayman Islands do not impose federal or local income taxes.

The movement in the effective tax rate related to the foreign tax rate differential is driven by a change in the jurisdictional mix of the foreign earnings and smaller consolidated pre-tax losses in 2025.

Deferred tax (liabilities) assets, net, are comprised of the following:

Deferred tax assets (liabilities), net, are comprised of the following:

As of December 31,

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( 17,936 ) ( 20,271 )

Deferred tax (liabilities) assets

Deferred tax assets (liabilities)

$ 920 $ ( 2,604 )

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and (iv) tax planning strategies.

The majority of the valuation allowance relates to interest and loss carryforwards created in the United States due to a recent history of losses in this jurisdiction.

Management continues to assess whether a valuation allowance is required and if the Company becomes cumulatively profitable over a three year period in the United States, this may represent sufficient positive evidence to release the majority of the valuation allowance.

The Company has deferred tax assets related to U.S.

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The provision for income taxes includes the impact of changes to these liabilities.

The Company paid the following income taxes in 2025:

For the year ended December 31,

(In thousands)

New York State

Total income taxes paid, net

As of December 31, 2025 and 2024, the Company had no unrecognized tax positions.

As of December 31, 2022, the Company had $ 1.4 million of unrecognized tax benefits.

The Company has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as a component of income tax expense.

2 unchanged sentences

Tax audits by their very nature are often complex and can require several years to complete.

Currently, there are no U.S.

federal, state or foreign jurisdiction tax audits pending.

Currently, there is a foreign jurisdiction tax audit in progress, and no U.S.

federal or state tax audits pending.

The Company’s corporate U.S.

federal and state tax returns for the current year and the four prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and the five prior years remain subject to examination by tax authorities.

federal tax returns for the current year and seven prior years, and state tax returns for the current year and the nine prior years, remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and the five prior years remain subject to examination by tax authorities.

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.

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.

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

NOTE 9 — ACQUISITION

On July 31, 2024, the Company, through its land-based subsidiary Natural Habitat, acquired the Thomson Group to further expand its land-based experiential travel offerings and increase its addressable market.

Thomson Group consists of three adventure travel brands, including Tanzania safari specialists Thomson Safaris, with more than 40 years of experience in the country, Gibb’s Farm lodge, an 80 -acre sanctuary for the senses located near the Ngorongoro Crater, the operator of Kilimanjaro treks Nature Discovery, which has more than 30 years of experience, and Thomson Safaris Limited.

On January 9, 2025, the Company completed the acquisition of Torcatt Enterprises Limitada, a holding company that owns and operates two vessels in the Galápagos Islands, expanding the Company’s vessels and guest capacity in one of its core markets, for which the Company paid $16.0 million in cash.

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 year ended December 31, 2025, and 2024 was $0.2 million and $ 0.9 million, respectively, 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 in 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.

Expeditions operated in the Galápagos Islands by Torcatt Enterprises Limitada are marketed and sold through the Company’s channels and managed by the Company’s Ecuadorian operations.

Revenue and operating income contributed by the acquisition during the year ended December 31, 2025 were not material.

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

The aggregate purchase price for the Thomson Group was $30.0 million, consisting of $24.0 million in cash and $6.0 million in Lindblad common stock, representing 682,593 shares.

Pursuant to the agreement, the Company has the option to acquire Tanzania Conservation Limited.

The acquisition was accounted for under purchase accounting and is included in the consolidated results from the acquisition date.

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 were $2.7 million and are included in general and administrative expenses for the year ended December 31, 2024.

The Company recorded $8.6 million in intangible assets related to tradenames and customer relationships and $17.0 million in goodwill related to the acquisition.

The fair value of the tradename assets was sensitive to judgment in the selection of appropriate royalty rate, discount rates and forecasts of the amount and timing of expected future cash flows.

The forecast assumption is forward-looking and could be affected by future economic and market conditions.

Following are pro forma revenue and net loss available to stockholders for the years ended December 31, 2024 and 2023, assuming the Company had completed the acquisition on January 1, 2023:

For the years ended December 31,

(In thousands)

$ 593,318 $ 471,060

Net loss available to stockholders

( 46,458 ) ( 17,140 )

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

NOTE 10 — COMMITMENTS AND CONTINGENCIES

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The Company has call options which enable it, but does not obligate it, to acquire the remaining interests in the subsidiaries, subject to certain dates, expirations and similar redemption value purchase measurements as the put options.

Bressler, founder of Natural Habitat, retains a 9.9 % noncontrolling interest in Natural Habitat, which is subject to a put/call arrangement, amended May 2020 and December 2022.

Bressler, Founder and Chief Executive Officer of Natural Habitat, retains a 9.9 % noncontrolling interest in Natural Habitat, which is subject to a put/call arrangement, amended May 2020, December 2022 and July 2025.

Bressler exercised a first put option in April 2024, that enabled him to sell 9.95 % interest in Natural Habitat to the Company, valued as of December 31, 2023, for $ 15.2 million, increasing the Company’s ownership of Natural Habitat to 90.1 %.

Bressler has a second put option that under certain conditions, and subject to providing notice by January 31, 2026, that enables him, but does not obligate him, to sell his remaining interest in Natural Habitat to the Company, valued as of December 31, 2025.

The Company has a call option, but not an obligation, with an expiration of March 31, 2029, under which it can acquire Mr.

Bressler has a put right which may be exercised annually, up to 50 % in any given year, for so long as Mr.

Bressler holds any interest in Natural Habitat, that enables him, but does not obligate him, that under certain conditions, to sell his remaining interest in Natural Habitat to the Company, valued as of December 31 of that year of exercise.

The Company has a call option, but not an obligation, under which it can acquire Mr.

Bressler’s remaining interest at a similar fair value measure as Mr.

Bressler’s put option, subject to a call purchase price minimum.

Lawrence, President of Off the Beaten Path, through a combination of his original minority interest and the profit interest units he received, retains a 19.9 % noncontrolling interest in Off the Beaten Path, which is subject to a put/call arrangement.

Lawrence has a put option, that under certain conditions and subject to providing notice by October 31, 2025, that enables him, but does not obligate him, to sell his remaining interest in Off the Beaten Path to the Company, valued as of December 31, 2025.

The Company has a call option, but not an obligation, on or after October 31, 2025, with an expiration of December 31, 2030, under which it can acquire Mr.

Lawrence, President of Off the Beaten Path, through a combination of his original minority interest and the profit interest units he received pursuant to the acquisition in 2021, retains a 19.9 % noncontrolling interest in Off the Beaten Path, which is subject to a put/call arrangement, as amended October 2025.

Lawrence has a put option, as amended, beginning January 1, 2029 and until December 31, 2032, that under certain conditions, enables him, but does not obligate him, to sell to the Company up to 25 % of his remaining interest in Off the Beaten Path, in each of those four calendar years, provided that if the put right is not exercised in any year, it shall roll over and increase the following year’s eligible put right percentage accordingly.

The Company’s call option may be exercised on or after December 31, 2029, with an expiration of December 31, 2032, under which it can acquire Mr.

Lawrence’s remaining interest at a similar fair value measure as Mr.

Lawrence’s put option.

Levine, founder of DuVine, retains a 25 % noncontrolling interest in DuVine, which is subject to a put/call arrangement.

During April 2024, the Company exercised a portion of its call option on DuVine, acquiring an additional 5 % of the business and increasing its total ownership of DuVine to 75 %, for $ 1.5 million.

Levine has a put option, that under certain conditions and subject to providing notice by January 31, 2026, that enables him, but does not obligate him, to sell his remaining interest in DuVine to the Company, valued as of December 31, 2025.

The Company has a first call option, expiring December 31, 2025, to acquire an additional 10 % of DuVine from Mr.

Levine, and a second call option, but not an obligation, on or after December 31, 2025, with an expiration of December 31, 2030, under which it can acquire Mr.

Levine, founder of DuVine, retains a 25 % noncontrolling interest in DuVine, which is subject to a put/call arrangement that was amended in January 2026.

During April 2024, the Company exercised a portion of its call option on DuVine, acquiring an additional 5 % of the business and increased its total ownership of DuVine to 75 %, for $ 1.5 million.

Levine has a put option, that under certain conditions and subject to providing notice by January 31, 2028 ( the “Amended Initial Notice Date”), enables him, but does not obligate him, to sell half (the “50% Put Right”) or all of his remaining interest in DuVine to the Company, valued as of December 31, 2027, provided, however, that if DuVine does not provide notice of exercise of its put right by January 31, 2028, then DuVine may not exercise its put right until the following year, and, provided, further, that DuVine’s right to put all of his remaining interest to the Company is a one -time right that may only be exercised by providing notice by the Amended Initial Notice Date.

Levine’s right to put any remaining interests to the Company beginning December 31, 2028 and thereafter, Mr.

Levine’s put right shall be limited to the 50% Put Right until Mr.

Levine no longer retains any ownership interest in DuVine.

The Company has an amended first call option, commencing December 31, 2027 and every year thereafter until Mr.

Levine no longer retains any ownership interest in DuVine, to acquire an additional 50 % of Mr.

Levine’s retained ownership interests in Duvine, under which it can acquire Mr.

Levine’s remaining interest at a similar fair value measure as Mr.

Levine’s put option, subject to a call purchase price minimum.

Piegza, founders of Classic Journeys, retain a 19.9 % noncontrolling interest in Classic Journeys, which is subject to a put/call arrangement.

Piegza, co-founders of Classic Journeys, retain a 19.9 % noncontrolling interest in Classic Journeys, which is subject to a put/call arrangement.

Piegza have a put option that under certain conditions, and subject to providing notice by November 13, 2026, that enables them, but does not obligate them, to sell their remaining interest in Classic Journeys to the Company, valued as of the fiscal quarter prior to the put notice.

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For the years ended December 31,

(In thousands)

Beginning balance

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( 1,145 ) ( 1,400 ) ( 531 )

Acquired businesses᾽ noncontrolling interest

Redemption of put and/or call options

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Beginning in 2026, the agreement has minimum royalties that increase annually through the end of the agreement term, which based on current performance are expected to be exceeded.

In 2023 and 2022, the Company operated under its former alliance and license agreement with National Geographic, where National Geographic sold the Company’s expeditions through its internal travel division in return for a commission fee and also allowed the Company to use the National Geographic name and logo in return for a royalty fee.

Prior to 2024, the Company operated under its former alliance and license agreement with National Geographic, where National Geographic sold the Company’s expeditions through its internal travel division in return for a commission fee and also allowed the Company to use the National Geographic name and logo in return for a royalty fee.

Both the commission and royalty fees were recorded within selling and marketing expense.

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Other Commitments

The Company had an agreement for the acquisition of Torcatt Enterprises Limitada, a holding company that operates two vessels in the Galápagos Islands, for $ 17.0 million.

The acquisition closed on January 9, 2025 .

The Company participates, with other tour operators, in the Consumer Protection Insurance Plan sponsored by the United States Tour Operators Association (“USTOA”).

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On August 31, 2020, the Company issued and sold 85,000 shares of Series A Redeemable Convertible Preferred Stock, par value of $ 0.0001 , (“Preferred Stock”) for $ 1,000 per share for gross proceeds of $ 85.0 million.

As of December 31, 2024, 62,000 shares of Preferred Stock are outstanding.

The Preferred Stock has senior and preferential ranking to the Company’s 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 the Company’s option.

During 2024, the Company has continued to pay dividends in-kind.

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 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.

As of December 31, 2024, 62,000 shares of Preferred Stock were outstanding.

The Preferred Stock had senior and preferential ranking to the Company’s 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 were permitted to be paid-in-kind or be paid in cash at the Company’s option.

During 2025, the Company continued to pay dividends in-kind.

The Preferred Stock was 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 Company had the option to convert all, but not less than all, of the Preferred Stock into common stock if the volume-weighted average closing price (“VWAP”) of shares of common stock was at least 150% of the conversion price ($ 14.25 ) for 20 out of 30 consecutive trading days.

The number of shares of common stock received in such conversion shall be equal to the quotient obtained by dividing the then-current accrued value by the conversion price.

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

The Preferred Stock deferred issuance costs was $ 2.1 million as of December 31, 2024.

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 the Company’s common stock.

No shares of Preferred Stock were converted into shares during the years ended December 31, 2024 and 2023.

This VWAP threshold was satisfied on January 16, 2026.

On January 20, 2026, the Company issued a Notice of Conversion (the “Conversion Notice”) to each holder of the Company’s Preferred Stock, providing that the Company intended to exercise its right, pursuant to the terms of the Certificate of Designations the Preferred Stock (“Certificate of Designations”), to effect a mandatory conversion (the “Mandatory Conversion”) of all of the shares of Preferred Stock.

The Company established the effective date of the Mandatory Conversion as February 3, 2026, at which time, all 62,000 outstanding shares of Preferred Stock were converted into 9,018,763 shares of Common Stock, in accordance with the terms of the Certificate of Designations.

For the years ended December 31, 2025, 2024 and 2023, the Company recorded $ 4.9 million, $ 4.6 million and $ 4.4 million, respectively, in accrued dividends for Preferred Stock.

As of December 31, 2024, the Preferred Stock could be converted at the option of the holders into 8.4 million shares of the Company’s common stock.

As of December 31, 2025, the Preferred Stock could be converted at the option of the holders into 8,966,460 shares of the Company’s common stock.

Stock Repurchase Plan

8 unchanged sentences

NOTE 13 — STOCK-BASED COMPENSATION

During 2021, the Company’s compensation committee approved the 2021 Long-Term Incentive Plan, which supersedes the 2015 Long-Term Incentive Plan, and authorizes restricted time and performance awards and stock options to key employees.

The Company’s 2021 Long-Term Incentive Plan, approved by the Company’s compensation committee in 2021 and amended in June 2025, authorizes restricted time and performance awards and stock options to key employees.

The Company's stock-based compensation program is a long-term retention program that provides for the grant of options, restricted stock, restricted stock units (“RSUs”), performance-based restricted stock or units (“PSUs”) and/or market stock units (“MSUs”) to attract, retain and provide incentives for directors, officers and employees.

60 unchanged sentences

3.63 - 4.48 %

2.75 - 3.15 %

Expected term in years

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Weighted Average Exercise Price

Weighted Average Contractual Live (Years)

Weighted Average Contractual Life (Years)

Aggregate Intrinsic Value

3 unchanged sentences

( 325,114 ) 8.75

( 150,000 ) 9.56

Options outstanding as of December 31, 2025

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Weighted Average Exercise Price

Weighted Average Contractual Live (Years)

Weighted Average Contractual Life (Years)

Aggregate Intrinsic Value

3 unchanged sentences

1,226,572 9.04 6.8 6,596,464

During the year ended 2024, 263,000 options with an intrinsic value of $ 0.3 million were exercised, and during the year ended 2022, 77,500 options with an intrinsic value of $ 0.3 million were exercised.

During the year ended December 31, 2025, 618,091 options with an intrinsic value of $ 3.3 million were exercised, and during the year ended December 31, 2024, 263,000 options with an intrinsic value of $ 0.3 million were exercised.

No options were exercised during the year ended December 31, 2023.

1 unchanged sentence

Stock-based compensation expense for the years ended December 31, 2025, 2024 and 2023 was $ 13.5 million, $ 9.8 million and $ 13.9 million, respectively, and is included in general and administrative expenses.

The total income tax benefit recognized for stock-based compensation plans for the years ended December 31, 2024, 2023 and 2022 was $ 0.0 million.

The Company recognized no income tax benefits for stock-based compensation plans for the years ended December 31, 2025, 2024 and 2023.

As of December 31, 2025, unrecognized stock-based compensation expense was $ 13.0 million.

This amount is expected to be recognized over a weighted average period of approximately 1.8 years.

Bressler has an equity incentive opportunity to earn an award of options based on the 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 would be granted options with a fair value equal to 10.1 % of such excess, subject to certain conditions.

Bressler exercised a one -time right to elect an early option award of 50 % valued as of December 31, 2023, and as of 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.

Bressler, and he retains the remaining amount of the equity incentive effective as of December 31, 2025.

The options vested on the grant date and have a term of ten years.

During the year ended December 31, 2023, the Company determined it was probable the performance condition would be met and therefore, recorded all expense related to it.

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 a discount rate.

The performance condition related to the remaining equity incentive opportunity through December 31, 2025 was also deemed probable in 2023 and is being expensed over Mr.

Bressler’s service period.

For the years ended December 31, 2024 and 2023, stock-based compensation expense related to this award was $ 3.2 million and $ 8.0 million, respectively.

Bressler’s employment agreement, as amended, provides Mr.

Bressler with an equity incentive opportunity, established in 2016, to earn an award of options based on the long-term future financial performance of Natural Habitat.

During 2025, the award was modified to extend the performance period from December 31, 2025, to December 31, of any given year that Mr.

Bressler exercises his put right (see Note 10—Commitments and Contingencies), aligning the percentage of the option award to be granted each year with the percentage of put exercised by Mr.

The equity incentive opportunity award, as amended, is 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, exceeds $ 25.0 million, effective as of the preceding December 31, of any given year that Mr.

Bressler exercises his put right, 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.

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

The options will be vested as of the issuance date and have a term of ten years.

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

Bressler exercised a right to elect to receive 50 % of such award early under the previous agreement, which was 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 issued 1.3 million fully vested options to Mr.

In 2023, the Company determined it was probable the performance condition would be met related to the 2023 portion of the previous award and recorded all expense related to it.

The performance condition related to the remaining equity incentive opportunity of the previous award through December 31, 2025 was also deemed probable in 2023 and the Company has recorded the related expense on a straight-line basis through December 31, 2025.

Expense related to the incremental fair value measured on the 2025 modification date of the award will be recognized when Mr.

Bressler exercises the put and option award and the performance condition is deemed probable.

For the years ended December 31, 2025, 2024 and 2023, stock-based compensation expense related to this award was $ 4.2 million, $ 3.2 million and $ 8.0 million, respectively, reflecting the long-term growth and strong performance of the business.

As of December 31, 2025, the unrecognized expense related to this award was $ 5.1 million.

Additionally, Mr.

Bressler’s employment agreement, as amended, provides a one -time equity incentive opportunity, granted in 2022, to earn an award of Company stock based on the financial performance of the Land Experiences segment businesses that Mr.

Bressler manages over a defined performance period ending December 31, 2025, as defined in Mr.

Bressler’s employment agreement, as amended, under the managed business value creation.

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

For the year ended December 31, 2025, the Company recorded $ 4.0 million in stock-compensation expense related to this award.

NOTE 14 — SEGMENT INFORMATION

The Company’s chief operating decision maker, or CODM, is Natalya Leahy, the Chief Executive Officer.

The Company’s Chief Executive Officer is also its chief operating decision maker, or CODM.

The CODM assesses performance and allocates resources based upon the separate financial information from the Company’s operating segments.

19 unchanged sentences

38,432 24,481 19,291

Operating income (loss)

Operating income

$ 45,487 $ 21,553 $ 10,599

1 unchanged sentence

For the years ended December 31,

2025 2024 2023

(In thousands)

9 unchanged sentences

56,891 48,433 43,351

Operating loss

Operating income

$ 7,055 $ ( 2,928 ) $ ( 8,692 )

1 unchanged sentence

For the years ended December 31,

2025 2024 2023

(In thousands)

12 unchanged sentences

Intercompany tour revenues between the Lindblad and Land Experiences segments are eliminated in consolidation and in the presentation above for the years ended December 31, 2025, 2024 and 2023 were $ 9.8 million, $ 6.6 million and $ 7.9 million, respectively.

During the years ended December 31, 2024, 2023 and 2022, the Lindblad segment had $ 30.0 million, $ 28.6 million and $ 34.3 million of capital expenditures, respectively, and the Land Experiences segment had $ 3.5 million, $ 2.6 million and $ 3.9 million of capital expenditures, respectively.

During the years ended December 31, 2025, 2024 and 2023, the Lindblad segment had $ 40.2 million, $ 30.0 million, $ 28.6 million and $ 34.3 million of capital expenditures, respectively, and the Land Experiences segment had $ 7.5 million, $ 3.5 million and $ 2.6 million of capital expenditures, respectively.

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

19 unchanged sentences

Land Experiences

12,076 14,418

Total intangibles, net

4 unchanged sentences

$ 60,609 $ 59,031

NOTE 15 — REORGANIZATION

In December 2024 and January 2025, the Company appointed a new Chief Financial Officer and Chief Executive Officer.

This leadership transition initiated a comprehensive review of the Company’s organizational structure, senior leadership roles, and operating model, with the objective of aligning the organization with the Company’s revised strategic priorities and operating framework.

Following the announcement of new leadership, management undertook a series of coordinated organizational actions focused primarily on senior and key leadership positions.

These actions were intended to realign responsibilities and establish a leadership structure consistent with the new strategic direction.

While a formal reorganization was announced in September 2025, the organizational realignment was executed over a defined transition period following the leadership announcement and reflected a single, leadership-driven restructuring initiative rather than routine or ongoing workforce management.

During the defined reorganization period, the Company incurred severance and termination benefits primarily associated with the restructuring of senior and key leadership roles.

These actions were structural in nature and directly attributable to the implementation of the revised organizational structure initiated by the new leadership team.

The Company incurred $ 2.5 million in reorganizational costs, related to severance and other termination benefits.

The severance and termination benefits incurred during this period were incremental and non-recurring.

These costs would not have been incurred absent the leadership transition and related organizational realignment and are not indicative of the Company’s ongoing cost structure or normal operating activities.

NOTE 16 — SUBSESQUENT EVENT

On January 20, 2026, the Company issued a Notice of Conversion (the “Conversion Notice”) to each holder of the Preferred Stock, providing that the Company intended to exercise its right, pursuant to the terms of the Certificate of Designations the Preferred Stock (“Certificate of Designations”), to effect a mandatory conversion (the “Mandatory Conversion”) of all the shares of Preferred Stock.

The Company established the effective date of the Mandatory Conversion as February 3, 2026, at which time, all 62,000 shares of Preferred Stock were converted into 9,018,763 shares of Common Stock, in accordance with the terms of the Certificate of Designations.

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 9A. Controls and Procedures