LINDBLAD EXPEDITIONS HOLDINGS, INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our principal executive officer and principal financial officer, our management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. Management ’ s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”). Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting, as of December 31, 2025, using the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the evaluation under the updated internal control framework in Internal Control-Integrated Framework (2013), management concluded that our internal control over financial reporting was effective as of December 31, 2025. The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears in Item 9A of this Annual Report on Form 10-K. Changes in 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 We do not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. 52 Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 53 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Lindblad Expeditions Holdings, Inc. Opinion on Internal Control Over Financial Reporting 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). In our opinion, Lindblad Expeditions Holdings, Inc. 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. 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 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. 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. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Hartford, Connecticut February 26, 2026 54 Item 9B. Other Information Rule 10b5 - 1 Trading Plans 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance 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 2026 Annual Meeting of Stockholders. Code of Conduct and Ethics We have adopted Codes of Business Conduct and Ethics that apply to our employees, including our principal executive officer, principal financial officer and persons performing similar functions, and our directors. Our codes of ethics and business conduct can be found posted in the investor relations sections on our website at http://investors.expeditions.com . None of the websites referenced in this Annual Report on the information contained therein is incorporated herein by reference. Future material amendments or waivers relating to the Code of Ethics will be disclosed on our website referenced in this paragraph within four business days following the date of such amendment or waiver. Item 11. Executive Compensation 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 2026 Annual Meeting of Stockholders. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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. 55 Securities Authorized for Issuance under Equity Compensation Plans Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column) Equity compensation plans approved by security holders (1) 2,401,219 $ 9.58 5,835,898 (2) Equity compensation plans not approved by security holders N/A N/A N/A (1) Information is as of December 31, 2025 (2) Consists of shares available for issuance under our 2021 Long-Term Incentive Plan. Item 13. Certain Relationships and Related Transactions, and Director Independence 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 2026 Annual Meeting of Stockholders. Item 14. Principal Accountant Fees and Services 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. 56 PART IV Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Form 10-K or incorporated herein by reference: (1) Consolidated Financial Statements. See Index to Consolidated Financial Statements on page F-1. (2) Financial Statement Schedules. None. (3) Exhibits. The following exhibits are filed or incorporated by reference as part of this Form 10-K. Number Description Included Form Filing Date 3.1 Second Amended Certificate. By Reference DEFM 14-A June 24, 2015 3.2 Amended Bylaws By Reference 8-K March 26, 2020 4.1 Specimen Common Stock Certificate. By Reference 8-K July 10, 2015 4.2 Securities Registered Pursuant to Section 12. By Reference 10-K February 26, 2020 4.3 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. By Reference 8-K August 21, 2025 4.4 Form of 7.000% Senior Secured Notes due 2030 (included in Exhibit 4.5). By Reference 8-K August 21, 2025 10.1 Registration Rights Agreement among the Company and each of Capitol Acquisition Management 2 LLC, Lawrence Calcano, Richard C. Donaldson, Piyush Sodha and L. Dyson Dryden. By Reference 8-K May 15, 2013 10.2 Non-Competition Agreement between Sven-Olof Lindblad and the Company. By Reference 8-K July 10, 2015 10.3 Employment Agreement between Trey Byus and the Company and Assignment and Assumption of Option Award Agreement.* By Reference 8-K July 10, 2015 10.4 Registration Rights Agreement between the shareholders of Lindblad Expeditions, Inc. and Capitol Acquisitions Corp. II. By Reference 8-K July 10, 2015 10.5 Brand License Agreement, dated as of November 14, 2023 . †# By Reference 8-K November 15, 2023 10.6 Form of Executive Officer Stock Option Award Agreement.* By Reference 8-K October 30, 2015 10.7 Form of Non-Employee Director Restricted Stock Award Agreement. * By Reference 10-K March 14, 2016 10.8 Non-Employee Director Deferred Compensation Plan. * By Reference 10-K March 14, 2016 10.9 Lindblad Expeditions Holdings, Inc. Employee Incentive Plan. * By Reference 8-K April 3, 2017 10.10 Form of Restricted Stock Unit Agreement. * By Reference 8-K April 3, 2017 10.11 Form of Performance Share Unit Agreement. * By Reference 8-K April 3, 2017 10.12 Amendment No. 1 dated as of September 4, 2018 to Employment Agreement between the Company and Dean (Trey) Byus. * By Reference 8-K September 6, 2018 10.13 Form of Market Stock Unit Award Agreement. By Reference 8-K October 5, 2020 57 10.14 Amendment to Natural Habitat, Inc.’s Stockholders’ Agreement by and between Lindblad Expeditions Holdings, Inc., Natural Habitat, Inc. and Ben Bressler. By Reference 10-Q May 6, 2020 10.15 Lindblad Expeditions Holdings, Inc. 2021 Long Term Incentive Plan. * By Reference DEF 14A April 19, 2021 10.16 Collateral Trust Agreement, dated as of February 4, 2022, by and among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc., the other grantors party thereto, Wilmington Trust, National Association as trustee and collateral trustee, Credit Suisse AG, Cayman Islands Branch, as administrative agent under the Revolving Credit Agreement and each additional authorized representative from time to time party thereto. By Reference 8-K February 7, 2022 10.17 Revolving Credit Agreement, dated as of February 4, 2022, by and among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc., the lenders and other parties party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, and Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A., and Citibank, N.A. as joint bookrunners, joint lead arrangers and syndication agents. By Reference 8-K February 7, 2022 10.18 Second Amendment to Stockholders Agreement by and among Lindblad Expeditions Holdings, Inc. Natural Habitat, Inc. and Ben Bressler. By Reference 8-K December 27, 2022 1 0.19 Employment Agreement by and between Lindblad Expeditions Holdings, Inc. and Natalya Leahy. * By Reference 8-K December 10, 2024 10.20 Employment Agreement by and between Lindblad Expeditions Holdings, Inc. and Frederick Goldberg. * By Reference 8-K December 10, 2024 10.21 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 . By Reference 8-K August 21, 2025 10.22 Third Amendment to Stockholders ’ Agreement by and among Lindblad Expeditions Holdings, Inc. Natural Habitat, Inc. and Ben Bressler. By Reference 8-K July 11, 2025 10.23 Second Amended and Restated Employment Agreement by and between Lindblad Expeditions Holdings, Inc., Natural Habitat, Inc. and Ben Bressler. * By Reference 8-K July 11, 2025 19.1 Company Insider Trading Policy By Reference 10-K March 6, 2024 21.1 Subsidiaries. Herewith 23.1 Consent of Ernst & Young LLP. Herewith 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Herewith 31.2 Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Herewith 32.1 Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Herewith 32.2 Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Herewith 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation. By Reference 10-K March 6, 2024 101.INS Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) Herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Herewith 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Management compensatory agreement. 58 # Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Lindblad Expeditions Holdings, Inc. agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request. † Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) the type that the Company and Lindblad Expeditions Holdings, Inc. each treat as private or confidential. Lindblad Expeditions Holdings, Inc. agrees to furnish supplementally an unredacted copy of this Exhibit to the U.S. Securities and Exchange Commission upon request. Item 16. Form 10-K Summary None. 59 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on February 26, 2026. LINDBLAD EXPEDITIONS HOLDINGS, INC. (Registrant) By: /s/ Natalya Leahy Natalya Leahy Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Natalya Leahy Chief Executive Officer February 26, 2026 Natalya Leahy (Principal Executive Officer) /s/ Frederick Goldberg Chief Financial Officer February 26, 2026 Frederick Goldberg (Principal Financial and Accounting Officer) /s/ Elliott Bisnow Director February 26, 2026 Elliott Bisnow /s/ L. Dyson Dryden Director February 26, 2026 L. Dyson Dryden /s/ Mark D. Ein Co-Chair February 26, 2026 Mark D. Ein /s/ John M. Fahey Jr. Director February 26, 2026 John M. Fahey Jr. /s/ Pamela Kaufman Director February 26, 2026 Pamala Kaufman /s/ Sven Lindblad Founder and Co-Chair February 26, 2026 Sven Lindblad /s/ Annette Reavis Director February 26, 2026 Annette Reavis /s/ Catherine B. Reynolds Director February 26, 2026 Catherine B. Reynolds /s/ Alex Schultz Director February 26, 2026 Alex Schultz /s/ Thomas S. Smith, Jr. Director February 26, 2026 Thomas S. Smith, Jr. /s/ Andy Stuart Director February 26, 2026 Andy Stuart 60 LINDBLAD EXPEDITIONS HOLDINGS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 42 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 F-5 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025, 2024 and 2023 F-6 Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025, 2024 and 2023 F-7 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 F-8 Notes to Consolidated Financial Statements F-9 F-1 R eport of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Lindblad Expeditions Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Lindblad Expeditions Holdings, Inc. and Subsidiaries (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 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's 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), and our report dated February 26, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. 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. F-2 Revenue Recognition - Refer to Note 2 to the financial statements Description of the Matter 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 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 We have served as the Company’s auditor since 2022. Hartford, Connecticut February 26, 2026 F-3 LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except share and per share data) As of December 31, 2025 2024 ASSETS Current Assets: Cash and cash equivalents $ 256,692 $ 183,941 Restricted cash 33,043 32,202 Prepaid expenses and other current assets 78,145 62,290 Total current assets 367,880 278,433 Property and equipment, net 522,123 518,390 Goodwill 60,609 59,031 Intangibles, net 16,599 15,923 Other long-term assets 12,747 5,128 Total assets $ 979,958 $ 876,905 LIABILITIES Current Liabilities: Unearned passenger revenues $ 361,481 $ 318,666 Accrued expenses 76,732 58,054 Accounts payable 22,227 13,860 Lease liabilities - current portion 1,151 1,845 Long-term debt - current portion 3 29 Total current liabilities 461,594 392,454 Long-term debt, less current portion 662,671 625,425 Deferred tax liabilities 2,224 3,537 Other long-term liabilities 6,968 1,024 Total liabilities 1,133,457 1,022,440 Commitments and contingencies - - Series A redeemable convertible preferred stock, 165,000 shares authorized; 62,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 83,079 78,155 Redeemable noncontrolling interests 47,948 29,424 131,027 107,579 STOCKHOLDERS’ DEFICIT Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized; 62,000 Series A shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively - - Common stock, $ 0.0001 par value, 200,000,000 shares authorized; 55,421,384 and 54,507,977 issued, 55,323,495 and 54,376,154 outstanding as of December 31, 2025 and December 31, 2024, respectively 6 6 Additional paid-in capital 126,873 109,473 Accumulated deficit ( 411,405 ) ( 362,881 ) Accumulated other comprehensive income - 288 Total stockholder’s deficit ( 284,526 ) ( 253,114 ) Total liabilities, mezzanine equity and stockholders’ deficit $ 979,958 $ 876,905 The accompanying notes are an integral part of these consolidated financial statements. F-4 LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Operations (In thousands, except share and per share data) For the years ended December 31, 2025 2024 2023 Tour revenues $ 771,019 $ 644,727 $ 569,543 Operating expenses: Cost of tours 418,018 362,581 338,211 General and administrative 129,976 121,013 102,596 Selling and marketing 114,716 87,018 71,426 Depreciation and amortization 62,822 52,562 46,711 Total operating expenses 725,532 623,174 558,944 Operating income 45,487 21,553 10,599 Other (expense) income: Interest expense, net ( 45,231 ) ( 45,738 ) ( 45,014 ) Gain (loss) on foreign currency 1,077 ( 1,065 ) 751 Other income (expense) 409 159 ( 4,066 ) Loss on extinguishment of debt ( 23,492 ) - - Total other expense ( 67,237 ) ( 46,644 ) ( 48,329 ) Loss before income taxes ( 21,750 ) ( 25,091 ) ( 37,730 ) Income tax expense 2,475 3,104 3,146 Net loss ( 24,225 ) ( 28,195 ) ( 40,876 ) Net income attributable to noncontrolling interest 5,496 2,984 4,734 Net loss attributable to Lindblad Expeditions Holdings, Inc. ( 29,721 ) ( 31,179 ) ( 45,610 ) Series A redeemable convertible preferred stock dividend 4,926 4,641 4,373 Net loss available to stockholders $ ( 34,647 ) $ ( 35,820 ) $ ( 49,983 ) Weighted average shares outstanding: Basic 54,970,812 53,817,462 53,256,513 Diluted 54,970,812 53,817,462 53,256,513 Undistributed loss per share available to stockholders: Basic $ ( 0.63 ) $ ( 0.67 ) $ ( 0.94 ) Diluted $ ( 0.63 ) $ ( 0.67 ) $ ( 0.94 ) The accompanying notes are an integral part of these consolidated financial statements. F-5 LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Loss (In thousands) For the years ended December 31, 2025 2024 2023 Net loss $ ( 24,225 ) $ ( 28,195 ) $ ( 40,876 ) Other comprehensive loss: Change in foreign currency translation adjustments ( 288 ) 288 - Total other comprehensive loss ( 288 ) 288 - Total comprehensive loss ( 24,513 ) ( 27,907 ) ( 40,876 ) Less: comprehensive income attributive to non-controlling interest 5,496 2,984 4,734 Comprehensive loss attributable to Lindblad Expeditions Holdings, Inc. $ ( 30,009 ) $ ( 30,891 ) $ ( 45,610 ) The accompanying notes are an integral part of these consolidated financial statements. F-6 LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders’ Deficit (In thousands, except share data) Common Stock Additional Paid-In Accumulated Accumulated Other Comprehensive Total Stockholders' Shares Amount Capital Deficit (Loss) Income Deficit Balance as of December 31, 2022 53,177,437 $ 5 $ 83,850 $ ( 266,530 ) $ - $ ( 182,675 ) Stock-based compensation - - 13,886 - - 13,886 Net activity related to equity compensation plans 212,645 - ( 597 ) - - ( 597 ) Redeemable noncontrolling interest - - - ( 5,695 ) - ( 5,695 ) Series A preferred stock dividend - - - ( 4,373 ) - ( 4,373 ) Net loss attributable to Lindblad Expeditions Holdings, Inc. - - - ( 45,610 ) - ( 45,610 ) Balance as of December 31, 2023 53,390,082 $ 5 $ 97,139 $ ( 322,208 ) $ - $ ( 225,064 ) Stock-based compensation - - 9,833 - - 9,833 Net activity related to equity compensation plans 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 - - ( 1,924 ) ( 4,853 ) - ( 6,777 ) Series A preferred stock dividend - - - ( 4,641 ) - ( 4,641 ) Net loss attributable to Lindblad Expeditions Holdings, Inc. - - - ( 31,179 ) - ( 31,179 ) Balance as of December 31, 2024 54,507,977 $ 6 $ 109,473 $ ( 362,881 ) $ 288 $ ( 253,114 ) Stock-based compensation - - 13,461 - - 13,461 Net activity related to equity compensation plans 913,407 - 3,939 - - 3,939 Other comprehensive loss, net - - - - ( 288 ) ( 288 ) Redeemable noncontrolling interest - - - ( 13,877 ) - ( 13,877 ) Series A preferred stock dividend - - - ( 4,926 ) - ( 4,926 ) Net loss attributable to Lindblad Expeditions Holdings, Inc. - - - ( 29,721 ) - ( 29,721 ) Balance as of December 31, 2025 55,421,384 $ 6 $ 126,873 $ ( 411,405 ) $ - $ ( 284,526 ) The accompanying notes are an integral part of these consolidated financial statements. F-7 LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands) For the years ended December 31, 2025 2024 2023 Cash Flows From Operating Activities Net loss $ ( 24,225 ) $ ( 28,195 ) $ ( 40,876 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 62,822 52,562 46,711 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 13,461 9,833 13,886 Deferred income taxes ( 1,262 ) 2,052 2,719 (Gain) loss on foreign currency ( 1,077 ) 1,065 ( 751 ) Write-off of unamortized deferred financing costs due to debt extinguishment 7,111 - 3,860 Changes in operating assets and liabilities Prepaid expenses and other current assets ( 11,386 ) ( 1,238 ) ( 3,454 ) Unearned passenger revenues 39,516 52,966 7,098 Other long-term assets ( 1,787 ) ( 2,037 ) ( 1,871 ) Other long-term liabilities ( 462 ) - - Accounts payable and accrued expenses 25,475 1,750 ( 5,210 ) Operating lease liabilities ( 1,666 ) ( 995 ) ( 850 ) Net cash provided by operating activities 111,583 92,355 25,441 Cash Flows From Investing Activities Purchases of property and equipment ( 47,745 ) ( 33,520 ) ( 29,963 ) Acquisitions (net of cash acquired) ( 19,522 ) ( 10,559 ) - Sale of securities - - 15,163 Net cash used in investing activities ( 67,267 ) ( 44,079 ) ( 14,800 ) Cash Flows From Financing Activities Proceeds from long-term debt 675,000 - 275,000 Repayments of long-term debt ( 635,036 ) ( 49 ) ( 205,704 ) Payment of deferred financing costs ( 13,194 ) ( 21 ) ( 7,489 ) Proceeds from exercise of options 4,259 - - Repurchase under stock-based compensation plans, related tax impacts and noncontrolling interest distributions ( 1,465 ) ( 2,974 ) ( 1,128 ) 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 73,592 28,799 71,320 Cash, cash equivalents and restricted cash at beginning of period 216,143 187,344 116,024 Cash, cash equivalents and restricted cash at end of period $ 289,735 $ 216,143 $ 187,344 Supplemental disclosures of cash flow information: Cash paid during the period: Interest $ 50,766 $ 49,423 $ 43,695 Income taxes 3,164 319 711 Non-cash investing and financing activities: Shares issued in connection with acquisition - 6,000 - Non-cash preferred stock dividend $ 4,926 $ 4,641 $ 4,373 Non-cash recognition of new leases 6,860 - - Additional paid-in capital exercise proceeds of option shares 358 145 - Additional paid-in capital exchange proceeds used for option shares ( 358 ) ( 145 ) - The accompanying notes are an integral part of these consolidated financial statements. F-8 Lindblad Expeditions Holdings, Inc. Notes to the Consolidated Financial Statements NOTE 1 — BUSINESS Organization Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries’ (the “Company” or “Lindblad”) mission is offering life-enhancing adventures around the world and pioneering innovative ways to allow its guests to connect with exotic and remote places. The Company operates the following reportable business segments : Lindblad Segment. 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. The Company has an agreement with National Geographic Partners, LLC (“National Geographic”), which provides for lecturers and National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, to join many of the Company’s expeditions. Land Experiences Segment . 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, 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. Natural Habitat has partnered with World Wildlife Fund (“WWF”) to offer conservation travel, which is sustainable travel that contributes to the protection of nature and wildlife. Off the Beaten Path offers active small-group adventures, led by local, experienced guides, with distinct focus on wildlife, hiking national parks and culture. 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 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. Classic Journeys offers highly curated active small-group and private custom journeys centered around cinematic walks led by expert local guides in over 50 countries around the world. 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 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. F- 9 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of the Company after elimination of all intercompany accounts and transactions. The consolidated financial statements and accompanying footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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 The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities as well as revenues and expenses and related disclosures. Actual results could differ from such estimates. Management estimates include determining the estimated lives of long-lived and intangible assets, the valuation of stock-based compensation awards, future travel certificate breakage, annual goodwill impairment assessment, and the recovery of deferred tax assets. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period that they are determined to be necessary. Revenue Recognition Revenues are measured based on consideration specified in the Company’s contracts with guests and are recognized as the related performance obligations are satisfied. The majority of the Company’s revenues are derived from guest ticket contracts which are reported as tour revenues. The Company’s primary performance obligation under these contracts is to provide an expedition, trip or tour, and may include pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships or the trip or tour beginning or end point. Upon satisfaction of the Company’s primary performance obligation, revenue is recognized over the duration of each expedition, trip or tour. Tour revenues also include revenues from the sale of goods and services onboard the Company’s ships, cancellation fees and trip insurance. Revenues from the sale of goods and services rendered onboard are recognized upon purchase. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. The Company records a liability for estimated trip insurance claims based on the Company’s claims history. Proceeds received from trip insurance premiums in excess of this liability are recorded as revenue in the period in which they are received. The Company sources its guest bookings through a combination of direct selling and various agency networks and alliances. The following table disaggregates tour revenues by the sales channel it was derived from: For the years ended December 31, Lindblad Segment 2025 2024 2023 Guest ticket revenue: Direct (a) $ 292,154 $ 280,245 $ 255,686 Agencies 136,195 92,809 90,185 Guest ticket revenue 428,349 373,054 345,871 Other tour revenue 67,293 50,252 51,539 Tour revenues $ 495,642 $ 423,306 $ 397,410 For the years ended December 31, Land Experiences Segment 2025 2024 2023 Guest ticket revenue: Direct (a) $ 234,820 $ 188,161 $ 146,971 Agencies 27,114 22,385 17,129 Guest ticket revenue 261,934 210,546 164,100 Other tour revenue 13,443 10,875 8,033 Tour revenues $ 275,377 $ 221,421 $ 172,133 (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. F- 10 Customer Deposits and Contract Liabilities The Company’s guests remit deposits in advance of tour embarkation. Guest deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and certain air transportation. Guest deposits represent unearned revenues and are reported as unearned passenger revenues when received and are subsequently recognized as tour revenue over the duration of the expedition. 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. The change in contract liabilities within unearned passenger revenues are as follows: Contract Liabilities Balance as of December 31, 2024 $ 190,281 Recognized in tour revenues during the period ( 741,618 ) Additional contract liabilities in period 782,980 Balance as of December 31, 2025 $ 231,643 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, charter hire expenses and credit card commissions. 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, and reservations functions. Selling and Marketing Expense Selling and marketing expenses include commissions, royalties and a broad range of advertising and marketing expenses. These include advertising costs of direct mail, email, digital media, traditional media, travel agencies and brand websites, as well as costs associated with website development and maintenance, social media and corporate sponsorship costs. Advertising is charged to expense as incurred. Advertising expenses totaled $ 51.7 million, $ 39.4 million and $ 33.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. The largest component of advertising expense for each of the years ended December 31, 2025, 2024 and 2023 was online advertising, which totaled $ 27.4 million, $ 19.9 million and $ 17.3 million, respectively. Cash and Cash Equivalents 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 sheets to the total in the statements of cash flows: As of December 31, 2025 2024 2023 (In thousands) Cash and cash equivalents $ 256,692 $ 183,941 $ 156,845 Restricted cash 33,043 32,202 30,499 Total cash, cash equivalents and restricted cash as presented in the statements of cash flows $ 289,735 $ 216,143 $ 187,344 Concentration of Currency Risk The Company maintains cash in several financial institutions in the U.S. and other countries which, at times, may exceed the federally insured limits. Accounts held in the U.S. are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. As of December 31, 2025 and 2024, the Company’s cash held in financial institutions outside of the U.S. amounted to $ 8.4 million and $ 7.4 million, respectively. F- 11 Restricted Cash The amounts held in restricted cash represent principally funds required to be held by certain vendors and regulatory agencies and are classified as restricted cash since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies. These amounts are principally held in certificates of deposit and interest income is recognized when earned. In order to operate guest tour expedition vessels from U.S. ports, the Company is required to either post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% in restricted accounts, up to a maximum of $ 32.0 million. To satisfy this requirement, the Company entered into an agreement with a financial institution to escrow the required amounts. Restricted cash consists of the following: As of December 31, 2025 2024 (In thousands) Federal Maritime Commission and other escrow $ 19,186 $ 18,101 Credit card processor reserves 12,500 12,750 Certificates of deposit and other restricted deposits 1,357 1,351 Total restricted cash $ 33,043 $ 32,202 Prepaid Expenses and Other Current Assets 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. 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. The Company’s prepaid expenses and other current assets consist of the following: As of December 31, 2025 2024 (In thousands) Prepaid tour expenses $ 37,981 $ 28,585 Other 40,164 33,705 Total prepaid expenses and other current assets $ 78,145 $ 62,290 Property and Equipment, net 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, and floor and wall coverings. Prop erty and equipment, net is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, as follows: Years Vessels and vessel improvements 15 to 25 Buildings and building improvements 3 to 40 Furniture & equipment 5 Computer hardware and software 5 to 10 Leasehold improvements, including expedition sites and port facilities Shorter of lease term or related asset life The ship-based tour and expedition industry is very capital intensive. 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; comply with, or exceed, all relevant legal and statutory requirements related to health, environment, safety, security and sustainability; and gain strategic benefits or provide newer improved product innovations to its guests. F- 12 Vessel improvement costs that add value to the Company’s vessels, such as those discussed above, are capitalized and depreciated over the shorter of the improvements, or the vessel’s estimated remaining useful life, while costs of repairs and maintenance, including minor improvement costs and drydock expenses, are charged to expense as incurred and included in cost of tours. Drydock costs primarily represent planned maintenance activities that are incurred when a vessel is taken out of service. For U.S. flagged ships, the statutory requirement traditionally is an annual docking and U.S. Coast Guard inspections, normally conducted in drydock. 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. Goodwill The Company tests for impairment annually as of September 30, or more frequently if warranted. The Company assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of goodwill is less than its carrying amount. The Company completed the annual impairment test as of September 30, 2025, noting no indication of goodwill impairment. See Note 5—Goodwill and Intangible Assets for further details on the Company’s goodwill. Intangible Assets, net Intangible assets include tradenames, customer lists and operating rights. Tradenames are words, symbols, or other devices used in trade or business to indicate the source of products and to distinguish it from other products and are registered with government agencies and are protected legally by continuous use in commerce. Customer lists are established relationships with existing customers that resulted in repeat purchases and customer loyalty. Based on the Company’s analysis, amortization of the tradenames and customer lists were computed using the estimated useful lives of 15 and 5 years, respectively. See Note 5—Goodwill and Intangible Assets for further information on the Company’s intangible assets. 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 laws and regulations. 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. If a quantitative assessment is needed, judgement is required in estimating the future cash flows and fair values of its tradenames, customer lists and operating rights. As of and for the year ended December 31, 2025 and 2024 the Company determined that there were no triggering events regarding its intangible assets. Long-Lived Asset Impairment Assessment The Company reviews its long-lived assets, principally its vessels, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Upon the occurrence of a triggering event, the assessment of possible impairment is 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 of the asset’s carrying value over its estimated fair value. If a quantitative assessment is needed, judgment is required in estimating the future cash flows and fair values of its vessels. 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. F- 13 Leases 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 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. The Company reviewed its contracts with vendors, determining that its right-to-use lease assets consisted primarily of office space and land operating leases. In determining the right-to-use lease assets and related lease liabilities, the Company did not recognize any lease extension options and elected to exclude leases with terms of 12 -months or less. Short-term leases are accounted for monthly over the lease term. Fair Value Measurements Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three -tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 Quoted market prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at measurement date. Level 2 Quoted market prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies. Level 3 Significant unobservable inputs for assets or liabilities that cannot be corroborated by market data. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available and includes situations where there is little market activity for the investment. Level 3 financial liabilities consist of obligations for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The asset’s or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. Derivative Instruments and Hedging Activities 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 . The Company uses currency exchange contracts to manage its exposure to changes in currency exchange rates associated with certain of its non-U.S. dollar denominated receivables and payables. The Company primarily hedges a portion of its current-year currency exposure to several currencies, which normally include, but are not limited to, the Canadian and New Zealand dollars, the euro and the British pound sterling. The fluctuations in the value of these forward contracts largely offset the impact of changes in the value of the underlying risk they economically hedge. The Company also uses foreign exchange forward contracts, designated as cash flow hedges, from time-to-time as necessary, to manage its exposure to foreign denominated contracts. By entering into derivative instrument contracts, the Company exposes itself, from time to time, to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to the Company, which creates credit risk for the Company. The Company continues to monitor counterparty credit risk as part of its ongoing derivative assessments. F- 14 The Company’s derivative assets and liabilities consist principally of currency exchange contracts, which are carried at fair value based on significant observable inputs (Level 2 inputs). Derivatives entered into by the Company are typically executed over-the-counter and are valued using quoted market prices for similar assets or liabilities when available or internal valuation techniques, when quoted market prices are not readily available. The valuation technique and inputs depend on the type of derivative and the nature of the underlying exposure. The Company principally uses discounted cash flows along with fair value models that primarily use market observable inputs. These models take into account a variety of factors including, where applicable, maturity, currency exchange rates, interest rate yield curves and counterparty credit risks. The Company records derivatives on a gross basis in other long-term assets and/or other liabilities. The accounting for changes in value of the derivative depends on whether or not the transaction has been designated and qualifies for hedge accounting. Derivatives that are not designated for hedge accounting are measured and reported at fair value through earnings. The Company, from time-to-time, applies hedge accounting to foreign exchange rate and interest rate derivatives entered into for risk management purposes. To qualify for hedge accounting, a derivative must be highly effective at reducing the risk associated with the exposure being hedged. In addition, key aspects of achieving hedge accounting are documentation of hedging strategy and hedge effectiveness at the hedge inception and substantiating hedge effectiveness on an ongoing basis. A derivative must be highly effective in accomplishing the hedge objective of offsetting changes in the cash flows of the hedged item for the risk being hedged. The effective portion of changes in the fair value of derivatives designated in a hedge relationship and that qualify as cash flow hedges is recorded in accumulated other comprehensive income, net of tax, and is subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific assets and liabilities on the balance sheet or to specific forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items. Income Taxes The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. The Company accounts for income taxes using the asset and liability method, under which it recognizes deferred income taxes for the tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as well as for tax loss carryforwards and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The Company provides a valuation allowance against deferred tax assets if, based upon the weight of available evidence, the Company does not believe it is “more-likely-than- not” that some or all of the deferred tax assets will be realized. The Company will continue to evaluate the deferred tax asset valuation allowance balances in all of its foreign and U.S. companies to determine the appropriate level of valuation allowances. The Company regularly assesses the potential outcome of current and future examinations in each of the taxing jurisdictions when determining the adequacy of the provision for income taxes. The Company has only recorded financial statement benefits for tax positions which it believes are “more-likely-than- not” to be sustained. Other Long-Term Assets Other long-term assets include the Company’s right-to-use lease assets, deferred tax assets and long-term prepaid value-added taxes . The Company expects to earn tax credits over time that will reduce the value-added taxes and has applied for such tax credits with the Ecuadorian tax authorities. Deferred Financing Costs Deferred financing costs relate to the issuance costs of debt liabilities and are a direct deduction from the debt carrying amount. Deferred financing costs are amortized over the life of the debt or loan agreement through interest expense, net. See Note 6—Long -term Debt. F- 15 Foreign Currency Translation The Company’s reporting currency is the U.S. dollar. The functional currencies of the Company’s operating entities are the U.S. 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. dollars are recorded in other comprehensive income. Stock-Based Compensation Stock-based compensation awards issued to employees, non-employee directors or other service providers are recorded at their fair value on the date of grant and amortized over the service period of the award. The Company recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the equity instrument issued, within general and administrative expenses. Series A Redeemable Convertible Preferred Stock The Company’s Series A redeemable convertible preferred stock (“Preferred Stock”) is accounted for as a temporary equity instrument. The redemption or conversion of the Preferred Stock into shares of the Company’s common stock is not solely controlled by the Company. 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 December 2023, FASB issued ASU 2023 - 09 ― Income Taxes (Topic 740 ) – Improvements to Income Tax Disclosures . The amendments in this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024. 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 . The amendments in this ASU are intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. This ASU may be applied either (i) prospectively to financial statements issued for reporting periods after the effective date or (ii) retrospectively to any or all prior periods presented in the financial statements. 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 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 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. Potential common shares consist of the dilutive incremental common shares associated with restricted stock awards, shares issuable upon the exercise of stock options, using the treasury stock method, and the potential common shares that could be issued from conversion of the Preferred Stock, using the if-converted method. When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted earnings per share calculation. F- 16 For the years ended December 31, 2025, 2024 and 2023, the Company incurred a net loss from operations, therefore potential common shares were excluded from the diluted earnings per share calculation. For the year ended December 31, 2025, 0.9 million restricted shares, 1.5 million options and 9.0 million common shares issuable upon the conversion of the Preferred Stock were excluded. For the year ended December 31, 2024, 0.8 million restricted shares, 2.4 million options and 8.4 million common shares issuable upon the conversion of the Preferred Stock were excluded. For the year ended December 31, 2023, 0.8 million restricted shares, 0.2 million options and 8.0 million common shares issuable upon the conversion of the Preferred Stock were excluded. For the years ended December 31, 2025, 2024 and 2023, the Company calculated earnings per share as follows: For the years ended December 31, 2025 2024 2023 (In thousands, except share and per share data) Net loss attributable to Lindblad Expeditions Holdings, Inc. $ ( 29,721 ) $ ( 31,179 ) $ ( 45,610 ) Series A redeemable convertible preferred stock dividend 4,926 4,641 4,373 Undistributed loss available to stockholders $ ( 34,647 ) $ ( 35,820 ) $ ( 49,983 ) Weighted average shares outstanding: Total weighted average shares outstanding, basic 54,970,812 53,817,462 53,256,513 Total weighted average shares outstanding, diluted 54,970,812 53,817,462 53,256,513 Undistributed loss per share available to stockholders: Basic $ ( 0.63 ) $ ( 0.67 ) $ ( 0.94 ) Diluted $ ( 0.63 ) $ ( 0.67 ) $ ( 0.94 ) NOTE 4 — PROPERTY AND EQUIPMENT, NET Property and equipment, net are as follows: As of December 31, 2025 2024 (In thousands) Vessels and improvements $ 846,373 $ 799,652 Furniture and equipment 76,994 59,132 Land 729 729 Buildings and improvements 2,435 2,435 Leasehold improvements 38 1,425 Total property and equipment, gross 926,569 863,373 Less: Accumulated depreciation ( 404,446 ) ( 344,983 ) Property and equipment, net $ 522,123 $ 518,390 F- 17 Total depreciation expense of the Company’s property and equipment for the years ended December 31, 2025, 2024 and 2023 was $ 60.2 million, $ 50.5 million and $ 44.9 million, respectively. 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, 2024, the Company had $ 33.5 million in capital expenditures, which primarily includes vessel improvement projects. NOTE 5 — GOODWILL AND INTANGIBLE ASSETS The Company's goodwill relates to the acquisition of its Land Experiences Segment subsidiaries, see Note 9—Acquisitions. The following is a rollforward of the Company’s goodwill: (In thousands) Land Experiences Segment Balance as of December 31, 2022 $ 42,017 Activity - Balance as of December 31, 2023 42,017 Acquisitions (a) 16,957 Foreign exchange translation 57 Balance as of December 31, 2024 59,031 Acquisition (b) 1,410 Adjustment 168 Balance as of December 31, 2025 $ 60,609 (a) Increase to goodwill relates to the 2024 acquisition of Thomson Group. For additional information, see Note 9—Acquisition. (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: As of December 31, 2025 2024 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life Remaining (years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradenames $ 14,939 $ ( 4,111 ) $ 10,828 10.9 $ 14,939 $ ( 2,911 ) $ 12,028 Customer Lists 6,907 ( 5,659 ) 1,248 2.0 6,907 ( 4,517 ) 2,390 Operating rights (a) 9,829 ( 5,306 ) 4,523 16.1 6,529 ( 5,024 ) 1,505 Total intangibles, net $ 31,675 $ ( 15,076 ) $ 16,599 11.6 $ 28,375 $ ( 12,452 ) $ 15,923 (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. F- 18 Future expected amortization expense related to these intangibles are as follows: Year Amount (In thousands) 2026 $ 1,902 2027 1,423 2028 1,423 2029 1,423 2030 1,423 Thereafter 9,005 $ 16,599 NOTE 6 — LONG-TERM DEBT 7.00 % Notes 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. The 7.00% Notes may be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any. Revolving Credit Facility 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 (“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, 2025, the Company had no borrowings under the Revolving Credit Facility. Covenants 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. F- 19 Long-Term Debt Outstanding As of December 31, 2025 and 2024, long-term debt and other borrowing arrangements consisted of: As of December 31, 2025 As of December 31, 2024 (In thousands) Principal Deferred Financing Costs, net Balance Principal Deferred Financing Costs, net Balance 7.00% Notes $ 675,000 $ ( 12,329 ) $ 662,671 $ - $ - $ - 6.75% Notes - - - 360,000 ( 4,576 ) 355,424 9.00% Notes - - - 275,000 ( 4,999 ) 270,001 Other 3 - 3 29 - 29 Total long-term debt 675,003 ( 12,329 ) 662,674 635,029 ( 9,575 ) 625,454 Less current portion ( 3 ) - ( 3 ) ( 29 ) - ( 29 ) Total long-term debt, non-current $ 675,000 $ ( 12,329 ) $ 662,671 $ 635,000 $ ( 9,575 ) $ 625,425 Future minimum principal payments of long-term debt are as follows: Year Amount (In thousands) 2026 $ 3 2027 - 2028 - 2029 - 2030 675,000 Thereafter - $ 675,003 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. 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 As of December 31, 2025 and 2024, the Company had $ 1.2 million in letters of credit outstanding with financial institutions. The annual fee for letters of credit is 1.0 % of the outstanding balance. The letters of credit are secured by a certificate of deposit maintained at the financial institutions and that mature in November 2025. See Note 10—Commitments and Contingencies for more information. NOTE 7 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses and unearned passenger revenue approximate fair value, due to the short-term nature of these instruments. As of December 31, 2025 and 2024, other than derivative instruments and investments in securities , the Company had no other assets or liabilities that were measured at fair value on a recurring basis. The Company estimates the fair value of its long-term debt to be $ 682.7 million as of December 31, 2025, based on the terms of the agreements and comparable market data. F- 20 NOTE 8 — INCOME TAXES The Company provides for income taxes based on the Federal and state statutory rates on taxable income. U.S. and foreign components of income before incomes taxes are presented below: For the years ended December 31, (In thousands) 2025 2024 2023 Domestic $ ( 10,168 ) $ 7,093 $ ( 11,630 ) Foreign ( 11,582 ) ( 32,184 ) ( 26,100 ) Total $ ( 21,750 ) $ ( 25,091 ) $ ( 37,730 ) The income tax expense (benefit) is comprised of the following: For the years ended December 31, (In thousands) 2025 2024 2023 Current Federal $ 1,083 $ 316 $ - State 685 52 218 Foreign — Other 1,969 984 209 Total current 3,737 1,352 427 Deferred Federal ( 826 ) 842 1,492 State ( 438 ) 298 625 Foreign — Other 2 612 602 Total deferred ( 1,262 ) 1,752 2,719 Income tax expense $ 2,475 $ 3,104 $ 3,146 A reconciliation of the U.S. federal statutory income tax (benefit) expense to the Company’s effective income tax provision is as follows: For the years ended December 31, 2025 2024 2023 (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 (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 %) Impact of Consolidated Partnerships ( 345 ) 1.6 % - 0.0 % - 0.0 % Other ( 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 %) Ecuador 341 ( 1.6 %) 459 ( 1.8 %) 36 ( 0.1 %) Italy 350 ( 1.6 %) - 0.0 % - 0.0 % Tanzania 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 % Tax credits - 0.0 % - 0.0 % 33 ( 0.1 %) Other 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 %) (a) State taxes for New York and Massachusetts make up the majority of the tax effect in this category. F- 21 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 assets (liabilities), net, are comprised of the following: As of December 31, (In thousands) 2025 2024 Deferred tax assets: Net operating loss carryforward $ 18,475 $ 21,564 Disallowed interest carryforward 22,399 18,256 Other 1,865 1,209 Valuation allowance ( 23,883 ) ( 23,362 ) Total net deferred assets 18,856 17,667 Deferred tax liabilities: Property and equipment ( 17,115 ) ( 19,111 ) Other ( 821 ) ( 1,160 ) Total net deferred liabilities ( 17,936 ) ( 20,271 ) Deferred tax assets (liabilities) $ 920 $ ( 2,604 ) Deferred tax assets and liabilities are recorded on the consolidated balance sheet based on tax jurisdictions. For the years ended December 31, 2025 and 2024, the Company has recorded deferred tax assets of $ 3.1 million and $ 0.9 million, respectively, within other long-term assets, and for the years ended December 31, 2025 and 2024, a deferred tax liability of $ 2.2 million and $ 3.5 million, respectively. The Company recognizes valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers: (i) future reversals of existing taxable temporary differences; (ii) future taxable income exclusive of reversing temporary differences and carryforwards; (iii) taxable income in prior carryback year(s) if carryback is permitted under applicable tax law; 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. federal loss carryforwards of $ 59.7 million as of December 31, 2025, with an indefinite carryforward period. The timing and manner in which the Company will utilize the net operating loss carryforwards in any year, or in total, may be limited in the future as a result of changes in the Company’s ownership and any limitations imposed by the jurisdictions in which the Company operates. As a result of the transition to the territorial tax regime effectuated by the Tax Cuts and Jobs Act enacted in 2017, any potential dividends from the Company’s foreign subsidiaries would no longer be subject to Federal tax in the United States. The Company continue to assert its prior position regarding the repatriation of historical foreign earnings from its Ecuadorian subsidiaries. The Company currently has no intention to remit any additional undistributed earnings of its Ecuadorian subsidiaries in a taxable manner. The Company no longer remains permanently reinvested in the earnings of its Cayman subsidiary. No taxes have been accrued as a result of this change because no taxes are expected to be imposed by either the United States or the Cayman Islands upon such a remittance. The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. The Company establishes liabilities for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes may be due. These liabilities are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts these liabilities in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of changes to these liabilities. F- 22 The Company paid the following income taxes in 2025: For the year ended December 31, (In thousands) 2025 Federal $ 850 Tanzania 496 New York State 370 Italy 345 Ecuador 737 Other 366 Total income taxes paid, net $ 3,164 As of December 31, 2025 and 2024, the Company had no unrecognized tax positions. The Company has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as a component of income tax expense. For the years ended December 31, 2025, 2024 and 2023, interest and penalties included in income tax expense related to unrecognized tax benefits and/or uncertain tax positions were insignificant. 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 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 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 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 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. Measurement period adjustments were insignificant, and our purchase price allocations are finalized. F- 23 NOTE 10 — COMMITMENTS AND CONTINGENCIES Redeemable Non-Controlling Interest Contingent Arrangements The Company has controlling interests in its Natural Habitat, Off the Beaten Path, DuVine and Classic Journeys consolidated subsidiaries. The noncontrolling interests are subject to put/call agreements. The agreements were established to provide formal exit opportunities for the minority interest holders and a path to 100% ownership for the Company. The put options, under certain conditions, enable the minority holders, but do not obligate them, to sell the remaining interests to the Company. 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. Mr. 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. Mr. 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 %. 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. 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. Mr. 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. 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. Mr. 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. Mr. 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. Mr. and Mrs. Piegza, co-founders of Classic Journeys, retain a 19.9 % noncontrolling interest in Classic Journeys, which is subject to a put/call arrangement. Mr. and Mrs. 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. The Company has a call option, but not an obligation, under which it can acquire Mr. and Mrs. Piegza’s remaining interest at a similar fair value measure as Mr. and Mrs. Piegza’s put option. F- 24 Since the redemption of these noncontrolling interests is not solely in the Company’s control, the Company is required to record the redeemable noncontrolling interest outside of stockholders’ equity but after its total liabilities. In addition, if it is probable that the instrument will become redeemable, as such solely due to the passage of time, the redeemable noncontrollable interest should be adjusted to the redemption value via one of two measurement methods. The Company elected the income classification-excess adjustment and accretion method for recognizing changes in the redemption value of the put options. Under this methodology, a calculation of the present value of the redemption value is compared to the carrying value of the redeemable noncontrolling interest and the carrying value of the redeemable noncontrolling interest is adjusted to the redemption value’s present value. Any adjustments to the carrying value of the redeemable noncontrolling interest, up to the fair value of the noncontrolling interest, are classified to retained earnings. Adjustments in excess of the fair value of the noncontrolling interest, are treated as a decrease to net income available to common stockholders. The fair value of the put options was determined using a discounted cash flow model. The redemption values were adjusted to their present values using the Company’s weighted average cost of capital. The following is a rollforward of the redeemable noncontrolling interest: For the years ended December 31, 2025 2024 2023 (In thousands) Beginning balance $ 29,424 $ 37,784 $ 27,886 Net income attributable to noncontrolling interest 5,496 2,984 4,734 Redemption value adjustment of put option 13,877 4,853 5,695 Distribution ( 1,145 ) ( 1,400 ) ( 531 ) Acquired businesses᾽ noncontrolling interest 296 - - Redemption of put and/or call options - ( 14,797 ) - Ending balance $ 47,948 $ 29,424 $ 37,784 Lease Commitments The Company leases office space, land for safari base camps and equipment under long-term leases, which are classified as operating leases. As of December 31, 2025, the Company’s remaining weighted average operating lease terms were approximately 11.3 years. A reconciliation of operating lease payments undiscounted cash flows to lease liabilities recognized as of December 31, 2025 is as follows: (In thousands) Operating Lease Payments 2026 $ 1,126 2027 1,825 2028 1,456 2029 1,480 2030 874 Thereafter 3,083 Present value discount ( 18 % weighted average) ( 1,816 ) Total $ 8,028 Lease expense was $ 3.1 million, $ 2.6 million and $ 2.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. These amounts are recorded within general and administrative expenses. F- 25 Brand License Agreement – National Geographic The Company is party to a brand license agreement with National Geographic through 2040 , which includes a co-selling and co-marketing arrangement through which National Geographic promotes the Company’s offerings in its marketing campaigns across web-based, email, print and other marketing platforms and distributes the Company’s expeditions through the Disney Signature Experiences platform and also allows the Company to use the National Geographic name and logo. In return for these rights, the Company is charged a royalty fee, which is included within selling and marketing expense. The fee is calculated based upon a percentage of substantially all ticket revenues, less travel agent commission, including the revenues received from cancellation fees and any revenues received from the sale of pre- and post-expedition extensions. 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. 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. Charter Commitments From time to time, the Company enters into agreements to charter vessels onto which it holds its tours and expeditions, and with third parties to provide chartered air service for guests and crew on certain of its expeditions. Future minimum payments on its charter agreements are as follows: For the years ended December 31, Amount (In thousands) 2026 $ 15,504 2027 13,572 2028 4,285 2029 4,413 Total $ 37,774 Other Commitments The Company participates, with other tour operators, in the Consumer Protection Insurance Plan sponsored by the United States Tour Operators Association (“USTOA”). The USTOA requires a $ 1.0 million performance bond, letter of credit or assigned certificate of deposit from its members to insure this plan. The Company has assigned a $1.0 million letter of credit to the USTOA to satisfy this requirement. This letter of credit will be used only if the Company becomes insolvent and cannot refund its customers’ deposits. Legal Proceedings The Company is involved in various claims, legal actions and regulatory proceedings arising from time to time in the ordinary course of business. In the opinion of management, after consulting legal counsel, there are no outstanding proceedings that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. NOTE 11 — EMPLOYEE BENEFIT PLAN The Company has a 401 (k)-profit sharing plan and trust for its employees. The Company matched 30 % in 2025, 2024 and 2023, respectively, of employee contributions up to a per employee annual maximum of $ 2,400 for 2025, 2024 and 2023. The Company’s 401 (k) plan contributions amounted to $ 0.9 million, $ 0.9 million and $ 0.7 million for the years ended December 31, 2025, 2024 and 2023, respectively, and are recorded within general and administrative expenses. F- 26 NOTE 12 — STOCKHOLDERS ’ EQUITY Company Stock The Company has 1,000,000 shares of preferred stock authorized, $ 0.0001 par value and 200,000,000 shares of common stock authorized, $ 0.0001 par value. Preferred Stock 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 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. 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, 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 In 2016, the Company’s Board of Directors approved a $ 15.0 million increase to the Company’s existing stock and warrant repurchase plan (“Repurchase Plan”), to $ 35.0 million. This Repurchase Plan authorizes the Company to purchase from time to time the Company’s outstanding common stock and previously outstanding warrants. Any shares purchased are retired. The Repurchase Plan has no time deadline and will continue until otherwise modified or terminated at the sole discretion of the Company’s Board of Directors. The repurchases exclude shares repurchased to settle statutory employee tax withholding related to the vesting of stock awards. Since the Repurchase Plan inception, the Company has cumulatively repurchased 875,218 shares of common stock for $ 8.3 million and 6,011,926 warrants for $ 14.7 million, as of December 31, 2025. All repurchases were made using cash resources. The balance available for the Repurchase Plan as of December 31, 2025 was $ 12.0 million NOTE 13  — STOCK-BASED COMPENSATION 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. The maximum number of shares reserved for the grant of awards under the plan is 9.3 million, with approximately 5.8 million shares available as of December 31, 2025. The Company settles stock-based awards with newly issued shares. F- 27 Restricted Stock and Restricted Stock Units Restricted stock is shares of stock granted to an employee, non-employee director or other service providers for which sale is prohibited for a specified period of time. Restricted stock typically vests ratably over a one or three -year period following the date of grant. RSUs represent a promise to deliver shares to the employee, non-employee director or other service providers at a future date if certain vesting conditions are met. RSUs typically vest ratably over a three -year period following the date of grant. The Company does not deliver the shares associated with the RSUs to the employee, non-employee director or other service providers until the vesting conditions are met. The number of shares or units granted are determined based upon the closing price of the Company's common stock on the date of the award. Market Stock Units MSUs represent a promise to deliver shares to the employee, non-employee director or other service providers at a future date if certain performance and vesting conditions are met. The MSUs are market-based equity incentive awards based on a performance-multiplier of change in the stock price of the Company’s common stock between the grant date and a determined closing price. Each MSU represents the right to receive one share of Company stock multiplied by a performance multiplier or, at the option of the Company, an amount of cash. The number of shares that will eventually be earned and vest may be more or less than the number of MSUs that are awarded, depending on the Company’s common stock price. Awards, if earned, will vest after a determined performance period and may be earned at a level ranging from 0 %- 150 % of the number of MSUs granted, depending on performance. The number of units granted were determined based upon the closing price of the Company's common stock on the date of the award. The Company assessed the applicable metrics related to the MSU grants, estimating the fair value of employee MSU awards and the amount of stock compensation expense using the Monte-Carlo pricing model. Performance Stock Units PSUs represent a promise to deliver shares to the employee, non-employee director or other service providers at a future date if certain performance and vesting conditions are met. PSUs generally vest three years following the date of grant based on the attainment of performance- or market-based goals, all of which are subject to a service condition. The Company does not deliver the shares associated with the PSUs to the employee, non-employee director or other service providers until the performance and vesting conditions are met. The PSUs granted may be earned based on the Company's performance against metrics relating to annual Adjusted EBITDA and annual revenue. Awards, if earned, will vest after a three -year performance period and may be earned at a level ranging from 0 %- 200 % of the number of PSUs granted, depending on performance. The number of units were determined based upon the closing price of the Company's common stock on the date of the award. The Company assessed the applicable metrics related to the PSU grants, determined the blended probability of achieving the performance metrics and valued the awards based on the fair value at the date of grant with the amount of stock compensation expense determined based on the number of PSU’s expected to vest. Long-Term Incentive Compensation See the following table for a summary of PSU, restricted stock, RSU and MSU activity. Performance-based Stock Units Restricted Stock and Restricted Stock Units Market-based Stock Units Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Balance, December 31, 2024 83,422 $ 9.44 674,243 $ 9.60 9,392 $ 15.08 Granted 114,023 9.27 604,903 10.83 115,000 11.86 Vested and released - - ( 410,810 ) 9.50 ( 6,255 ) 15.08 Forfeited ( 76,496 ) 9.39 ( 179,638 ) 9.76 ( 3,137 ) 15.08 Balance, December 31, 2025 120,949 9.31 688,698 10.70 115,000 11.86 F- 28 Stock Options Stock options represent a right to buy a number of shares by the employee, non-employee director or other service providers at a future date, for a pre-set price, or exercise price, for a fixed period of time. Stock options generally vest over one to four years, with a term of ten years. Stock compensation expense related to options are recorded based on the fair value of stock option grants, amortized on a straight-line basis over the employee’s required service period. The Company estimated the fair value of employee stock options using the Black-Scholes option pricing model. The Company uses the simplified method for determining an option term under Black-Sholes as the Company issues options infrequently. The fair values of employee stock options granted under the 2021 plan were estimated using the following assumptions: Stock Option Grants 2024 2023 Exercise price $ 7.40 - 8.44 $ 9.56 Dividend yield 0.00 % 0.00 % Expected volatility 64.6 - 77.8 % 64.6 % Risk-free interest rate 3.63 - 4.48 % 3.63 % Expected term in years 5.0 - 6.25 6.25 The following table is a summary of stock option activity: Number of Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregate Intrinsic Value Options outstanding as of December 31, 2024 2,419,777 $ 8.77 9.0 $ 7,910,071 Exercised ( 618,091 ) 8.44 Forfeited ( 325,114 ) 8.75 Options outstanding as of December 31, 2025 1,476,572 8.91 7.0 $ 8,135,464 As of December 31, 2025 Number of Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregate Intrinsic Value Options vested and/or expected to vest 1,476,572 $ 8.91 7.0 $ 8,135,464 Options exercisable 1,226,572 9.04 6.8 6,596,464 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. Stock-based Compensation Expense 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 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. Mr. 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. Bressler. F- 29 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. Bressler. 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 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. In identifying its reportable segments, the Company organized them around the nature of services provided and other relevant factors. The Company is primarily an experiential travel operator with operations in two segments, Lindblad, which provides ship-based expeditions, and Land Experiences, which provides active, land-based trips, tours, treks and safari adventures. While both segments have similar characteristics, the two operating and reporting segments cannot be aggregated because they fail to meet the requirements for aggregation. The Company evaluates the performance of the business based largely on the results of its operating segments. The CODM and management review operating results monthly, and base operating decisions on the total results at a consolidated level, as well as at a segment level. The reports provided to the Board of Directors are at a consolidated level and also contain information regarding the separate results of both reportable segments. The Company evaluates the performance of its business segments based largely on tour revenues and operating income, without allocating other income and expenses, net, income taxes and interest expense, net. For the years ended December 31, 2025, 2024 and 2023, reportable segment operating results were as follows: For the years ended December 31, 2025 2024 2023 (In thousands) Tour revenues: Lindblad $ 495,642 $ 423,306 $ 397,410 Land Experiences 275,377 221,421 172,133 Total tour revenues $ 771,019 $ 644,727 $ 569,543 Operating income: Lindblad $ 7,055 $ ( 2,928 ) $ ( 8,692 ) Land Experiences 38,432 24,481 19,291 Operating income $ 45,487 $ 21,553 $ 10,599 F- 30 The following table presents the Lindblad segment expenses: For the years ended December 31, 2025 2024 2023 (In thousands) Tour revenues $ 495,642 $ 423,306 $ 397,410 Cost of tours 258,679 230,075 233,247 General and administrative 83,731 79,995 72,170 Selling and marketing 89,286 67,731 57,334 Depreciation and amortization 56,891 48,433 43,351 Operating income $ 7,055 $ ( 2,928 ) $ ( 8,692 ) The following table presents the Land Experiences segment expenses: For the years ended December 31, 2025 2024 2023 (In thousands) Tour revenues $ 275,377 $ 221,421 $ 172,133 Cost of tours 159,339 132,506 104,964 General and administrative 46,245 41,018 30,426 Selling and marketing 25,430 19,287 14,092 Depreciation and amortization 5,931 4,129 3,360 Operating income $ 38,432 $ 24,481 $ 19,291 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, 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: For the years ended December 31, 2025 2024 2023 (In thousands) Depreciation and amortization: Lindblad: Depreciation $ 56,609 $ 48,345 $ 43,263 Amortization 282 88 88 Land Experiences: Depreciation 3,586 2,131 1,641 Amortization 2,345 1,998 1,719 Total depreciation and amortization $ 62,822 $ 52,562 $ 46,711 F- 31 The following table presents the Company’s total assets, intangibles, net and goodwill by segment: As of December 31, 2025 2024 (In thousands) Total Assets: Lindblad $ 711,211 $ 667,799 Land Experiences 268,747 209,106 Total assets $ 979,958 $ 876,905 Intangibles, net: Lindblad $ 4,523 $ 1,505 Land Experiences 12,076 14,418 Total intangibles, net $ 16,599 $ 15,923 Goodwill: Lindblad $ - $ - Land Experiences 60,609 59,031 Total goodwill $ 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. F-32