What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-11-04 · 243 added, 509 removed, 504 unchanged (60% of the section changed)

4 unchanged sentences

(In thousands, except share and per share data)

As of September 30, 2025

As of December 31, 2024

As of March 31, 2026 As of December 31, 2025

Current Assets:

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14,026 12,747

$ 987,182 $ 979,958

Current Liabilities:

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24,981 22,227

Lease liabilities - current

Long-term debt - current

Lease liabilities - current portion

Long-term debt - current portion

Total current liabilities

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

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

81,821 78,155

no shares issued and outstanding as of March 31, 2026, 62,000 shares issued and outstanding as of December 31, 2025

Redeemable noncontrolling interests

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

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

62,000 Series A shares issued and outstanding as of December 31, 2025

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

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

65,550,401 and 55,421,384 issued, 65,452,512 and 55,323,495 outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

2 unchanged sentences

( 408,941 ) ( 411,405 )

Accumulated other comprehensive income

Total stockholder’s deficit

Total stockholders' deficit

( 190,125 ) ( 284,526 )

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(In thousands, except share and per share data)

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

Tour revenues

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

Operating expenses:

Cost of tours

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

General and administrative

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

Selling and marketing

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

Depreciation and amortization

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

Total operating expenses

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

Operating income

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

Other (expense) income:

Interest expense, net

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

(Loss) gain on foreign currency

( 318 ) 203 982 ( 48 )

1,105 1 1,134 9

Loss on extinguishment of debt

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

Other income (expense)

Total other expense

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

Income (loss) before income taxes

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

Income tax benefit

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

Net income (loss)

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

Net income attributable to noncontrolling interest

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

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

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

Net loss attributable to noncontrolling interest

Net income attributable to Lindblad Expeditions Holdings, Inc.

Series A redeemable convertible preferred stock dividend

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

Net (loss) income available to stockholders

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

Net income (loss) available to stockholders

Weighted average shares outstanding:

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

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

Undistributed (loss) income per share available to stockholders:

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

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

Undistributed income (loss) per share available to stockholders:

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

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(In thousands)

For the three months ended September 30,

For the nine months ended September 30,

Net income (loss)

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

For the three months ended March 31,

Other comprehensive income:

Change in foreign currency translation adjustments

- - ( 288 ) -

Total other comprehensive loss

- - ( 288 ) -

Total comprehensive income (loss)

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

comprehensive income attributive to non-controlling interest

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

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

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

Total other comprehensive income

Total comprehensive income

comprehensive loss attributive to noncontrolling interest

Comprehensive income attributable to Lindblad Expeditions Holdings, Inc.

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

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Additional Paid-In

Accumulated Other Comprehensive

Total Stockholders̛

Balance as of June 30, 2025

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

Stock-based compensation

- - 5,370 - - 5,370

Net activity related to equity compensation plans

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

Redeemable noncontrolling interest

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

Series A preferred stock dividend

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

Net income attributable to Lindblad Expeditions Holdings, Inc.

- - - 1,190 - 1,190

Balance as of September 30, 2025

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

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

Shares Amount Capital Deficit Loss Deficit

Balance as of December 31, 2025

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

Stock-based compensation

- - 14,489 - - 14,489

Net activity related to equity compensation plans

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

Other comprehensive loss, net

- - - - ( 288 ) ( 288 )

Conversion of preferred shares

Redeemable noncontrolling interest

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

Series A preferred stock dividend

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

Net loss attributable to Lindblad Expeditions Holdings, Inc.

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

Balance as of September 30, 2025

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

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

LINDBLAD EXPEDITIONS HOLDINGS, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders ’ Deficit

(In thousands, except share data)

Additional Paid-In

Total Stockholders’

Balance as of June 30, 2024

Stock-based compensation

Net activity related to equity compensation plans

Issuance of stock for acquisition

Redeemable noncontrolling interest

Series A preferred shares dividend

Net income attributable to Lindblad Expeditions Holdings, Inc.

Balance as of September 30, 2024

Balance as of March 31, 2026

Additional Paid-In

Accumulated Other Comprehensive

Total Stockholders’

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Net activity related to equity compensation plans

Issuance of stock for acquisition

Other comprehensive income, net

Redeemable noncontrolling interest

Series A preferred shares dividend

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Balance as of September 30, 2024

Series A preferred stock dividend

Net income attributable to Lindblad Expeditions Holdings, Inc.

Balance as of March 31, 2025

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

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(In thousands)

For the nine months ended September 30,

For the three months ended March 31,

Cash Flows From Operating Activities

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

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

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

Depreciation and amortization

44,899 37,687

Amortization of deferred financing costs, net

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Deferred income taxes

( 984 ) ( 2,118 )

(Gain) loss on foreign currency

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

Loss (gain) on foreign currency

Changes in operating assets and liabilities

Prepaid expenses and other current assets

( 8,891 ) ( 2,221 )

Unearned passenger revenues

41,134 48,440

Other long-term assets

( 1,023 ) ( 519 )

Other long-term liabilities

Accounts payable and accrued expenses

Operating lease liabilities

( 1,304 ) ( 735 )

Net cash provided by operating activities

97,141 90,675

Cash Flows From Investing Activities

Purchases of property and equipment

( 36,778 ) ( 23,647 )

Acquisitions (net of cash acquired)

( 17,359 ) ( 10,741 )

Net cash used in investing activities

( 54,137 ) ( 34,388 )

Cash Flows From Financing Activities

Proceeds from long-term debt

Repayments of long-term debt

( 635,029 ) ( 78 )

Payment of deferred financing costs

( 11,777 ) ( 21 )

Proceeds from exercise of options

Repurchase under stock-based compensation plans, related tax impacts

Additional acquisition of redeemable noncontrolling interest

Repurchase under stock-based compensation plans and related tax impacts

3,061 ( 2,237 )

Net cash provided by (used in) financing activities

31,265 ( 19,056 )

Noncontrolling interest distributions

Net cash used in financing activities

Effect of exchange rate changes on cash

Net increase in cash, cash equivalents and restricted cash

73,981 37,231

Cash, cash equivalents and restricted cash at beginning of period

216,143 187,344

Cash, cash equivalents and restricted cash at end of period

$ 290,124 $ 224,575

Supplemental disclosures of cash flow information:

Cash paid during the period:

$ 43,875 $ 36,994

Non-cash investing and financing activities:

Shares issued in connection with acquisition

Non-cash preferred stock dividend

$ 3,667 $ 3,455

Non-cash recognition of new leases

Additional paid-in capital exercise proceeds of option shares

Additional paid-in capital exchange proceeds used for option shares

( 358 ) ( 117 )

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

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NOTE 1 — BUSINESS AND BASIS OF PRESENTATION

Lindblad Expeditions Holdings, Inc.’s and its consolidated subsidiaries’ (collectively, the “Company” or “Lindblad”) mission is offering life-changing adventures around the world and pioneering innovative ways to allow its guests to connect with exotic and remote places.

Lindblad Expeditions Holdings, Inc.

and its consolidated subsidiaries’ (collectively, the “Company” or “Lindblad”) mission is to offer life-changing adventures around the world and pioneering innovative ways to allow its guests to connect with exotic and remote places.

The Company’s common stock is listed on the NASDAQ Capital Market under the symbol “LIND”.

The Company operates the following two reportable business segments:

The Company currently operates the following two reportable business segments:

Lindblad Segment.

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

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

The Company has a brand license 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.

The Lindblad segment primarily provides ship-based 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, comprised of Wineland-Thomson Adventures, LLC and Thomson Safaris Ltd (together “Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), and the Ngorongoro lodge and farm under the Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”).

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 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, global custom and private tours, family travel experiences, and operates the historic award-winning Gibb’s Farm, an 80 -acre sanctuary and high-end lodge located near the Ngorongoro Crater.

The Land Experiences segment primarily provides land-based adventure experiences.

Basis of Presentation

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These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2025 contained in the Company’s Annual Report on Form 10 -K filed with the SEC on February 26, 2026 ( the “2025 Annual Report”).

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

There have been no significant changes to the Company’s accounting policies from those disclosed in the 2025 Annual Report.

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 on January 1, 2025, as required.

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

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 improve the alignment between the development of internal-use software and accounting for capitalization and expensing of costs.

The Company adopted this guidance on January 1, 2026, and it did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

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

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

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

Targeted Improvements to the Accounting for Internal-Use Software.

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

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

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

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

NOTE 2 — EARNINGS PER SHARE

Earnings (loss) per Common Share

Earnings (loss) per common share is computed using the two -class method related to the Company’s Series A Redeemable Convertible Preferred Stock, par value of $ 0.0001 (“Preferred Stock”).

For the three months ended March 31, 2026, earnings per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period.

For the three months ended March 31, 2025, earnings (loss) per common share was computed using the two -class method related to the Company’s Series A Redeemable Convertible Preferred Stock, par value of $ 0.0001 (“Preferred Stock”), prior to its conversion into common shares on February 3, 2026.

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 the 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 and shares issuable upon the exercise of stock options, using the treasury stock method, and the potential common shares that could be issued from conversion of the Preferred Stock, using the if-converted method.

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.

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

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

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

Loss per share was calculated as follows:

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31, 2025, the Company incurred a net loss available to stockholders, therefore potential common shares were excluded from the diluted earnings per share calculation as being anti-dilutive, and basic and diluted net loss per share is the same in the period.

For the three months ended March 31, 2025 , 0.8 million unvested restricted shares, 1.7 million shares issuable upon exercise of options and 8.6 million common shares issuable upon the conversion of the Preferred Stock, were excluded.

On February 3, 2026, the Company caused all 62,000 outstanding shares of Preferred Stock to be converted into 9,018,763 shares of common stock, see Note 7—Stockholders’ Equity for additional information.

Earnings (loss) per share was calculated as follows:

For the three months ended March 31,

(In thousands, except share and per share data)

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

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

Net income attributable to Lindblad Expeditions Holdings, Inc.

Series A redeemable convertible preferred stock dividend

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

Undistributed (loss) income available to stockholders

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

Undistributed income (loss) available to stockholders

Weighted average shares outstanding:

Total weighted average shares outstanding, basic

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

Dilutive potential common shares

- 163,798 - -

Dilutive potential options

- 129,796 - -

Dilutive potential redeemable convertible preferred shares

- 8,200,206 - -

Total weighted average shares outstanding, diluted

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

Undistributed (loss) income per share available to stockholders:

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

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

Undistributed income (loss) per share available to stockholders:

NOTE 3 — REVENUES

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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.

Guest deposits represent unearned revenues and are reported as unearned passenger revenue when received and are subsequently recognized as tour revenue over the duration of the expedition.

Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration from the customer.

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Additional contract liabilities in period

Balance as of September 30, 2025

Balance as of March 31, 2026

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

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

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

Lindblad Segment

2025 2024 2025 2024

(In thousands)

Guest ticket revenue:

$ 86,543 $ 81,607 $ 233,556 $ 216,631

34,436 27,533 98,248 79,096

Guest ticket revenue

120,979 109,140 331,804 295,727

Other tour revenue

16,582 12,128 47,910 36,897

Tour revenues

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

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

For the three months ended March 31,

Land Experiences Segment

2025 2024 2025 2024

(unaudited) (unaudited)

(In thousands)

Guest ticket revenue:

$ 88,162 $ 73,073 $ 178,303 $ 139,783

9,788 7,801 19,561 15,619

Guest ticket revenue

97,950 80,874 197,864 155,402

Other tour revenue

4,661 3,863 10,260 8,092

Tour revenues

$ 102,611 $ 84,737 $ 208,124 $ 163,494

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

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

NOTE 4 — FINANCIAL STATEMENT DETAILS

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

As of September 30,

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

As of March 31,

(In thousands)

Cash and cash equivalents

$ 261,781 $ 193,881

Restricted cash

28,343 30,694

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

$ 290,124 $ 224,575

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

Restricted cash consists of the following:

As of September 30, 2025

As of March 31, 2026

As of December 31, 2025

(In thousands)

Credit card processor reserves

$ 12,500 $ 12,750

Federal Maritime Commission and other escrow

14,476 18,101

Credit card processor reserves

Certificates of deposit and other restricted deposits

Total restricted cash

$ 28,343 $ 32,202

Prepaid expenses and other current assets are as follows:

As of September 30, 2025

As of March 31, 2026

As of December 31, 2025

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Prepaid tour expenses

$ 34,422 $ 28,585

39,242 33,705

Total prepaid expenses and other current assets

$ 73,664 $ 62,290

NOTE 5 — LONG-TERM DEBT

As of September 30, 2025

As of March 31, 2026

As of December 31, 2025

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Deferred Financing Costs, net

$ 675,000 $ ( 11,557 ) $ 663,443 $ - $ - $ -

- - - 360,000 ( 4,576 ) 355,424

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

10 - 10 29 - 29

Total long-term debt

675,010 ( 11,557 ) 663,453 635,029 ( 9,575 ) 625,454

Less current portion

( 10 ) - ( 10 ) ( 29 ) - ( 29 )

Total long-term debt, non-current

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

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

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

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

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

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

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

For the three months ended March 31, 2026 and 2025, $ 0.7 million and $ 0.9 million, respectively, of deferred financing costs were charged to interest expense.

The Company has $ 675.0 million aggregate principal 7.00 % Notes (the “7.00% Notes”) outstanding.

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

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

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

The remainder will be used for future general corporate purposes.

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

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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 Company has a senior secured revolving credit facility (the “Revolving Credit Facility”), with an aggregate principal commitment amount of $ 60.0 million, which matures August 2030, with a letter of credit sub-facility of $ 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.

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

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

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

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

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

As of March 31, 2026, the Company had no borrowings under the Revolving Credit Facility.

The Company’s 7.00% Notes and Revolving Credit Facility contain covenants that include, among others, limits on additional indebtedness and making 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 the Revolving Credit Facility.

The Company was in compliance with its covenants in effect as of March 31, 2026.

NOTE 6 — FAIR VALUE MEASUREMENTS

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

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

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

The Company estimates the approximate fair value of its long-term debt as of March 31, 2026 to be $ 661.4 million based on the terms of the agreements and comparable market data as of March 31, 2026.

As of March 31, 2026 and December 31, 2025, other than derivative instruments and investments in securities , the Company had no other significant liabilities that were measured at fair value on a recurring basis.

NOTE 7 — STOCKHOLDERS ’ EQUITY

Preferred Stock

In August 2020, the Company issued and sold 85,000 shares of Preferred Stock for $ 1,000 per share for gross proceeds of $ 85.0 million.

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

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

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

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

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

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

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

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

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

On February 3, 2026, the Company caused the mandatory conversion of all 62,000 outstanding shares of Preferred Stock into 9,018,763 shares of its common stock.

Through conversion, the Company continued to pay dividends in-kind.

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 and on January 20, 2026, the Company issued a Notice of Conversion 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 of the Preferred Stock, to effect a mandatory conversion of all the shares of Preferred Stock.

The Company recorded accrued dividends for Preferred Stock of $ 0.5 million for the three months ended March 31, 2026 and $ 1.2 million for the three months ended March 31, 2025.

NOTE 8 — STOCK BASED COMPENSATION

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

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

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

As of March 31, 2026, 4.6 million shares were available to be granted under the Plan.

The Company recorded stock-based compensation expense of $ 1.7 million and $ 3.7 million for the three months ended March 31, 2026 and 2025, respectively.

Long-Term Incentive Compensation

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

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

During the three months ended March 31, 2026, the Company awarded 430,072 restricted stock units (“RSUs”) with a weighted average grant price of $ 16.66 .

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

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

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

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

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

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

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

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

During the three months ended March 31, 2026, the Company awarded 91,109 performance-based restricted share units (“PSUs”) with a weighted average grant price of $ 17.30 .

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

The Company does not issue the shares associated with the PSUs to the recipient until the performance and vesting conditions are met.

During the three months ended March 31, 2026, the Company granted 771,863 options, with an average exercise price of $ 17.65 .

The options vested on their grant date, with a term of ten years.

Stock Option Grants

Exercise price

Dividend yield

Expected volatility

Risk-free rate

Expected term (years)

As of March 31, 2026 and December 31, 2025, options to purchase an aggregate of 1.3 million and 1.5 million shares of the Company’s common stock, respectively, with weighted average exercise price of $ 13.98 and $ 8.91 , respectively, were outstanding.

As of March 31, 2026, 1,069,363 options were exercisable.

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

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

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

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

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

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

Bressler, Founder and Chief Executive Officer of Natural Habitat, Inc.

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

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

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

The equity incentive opportunity award, as amended, is based on the future financial performance of Natural Habitat, where if the final year equity value of Natural Habitat, as defined in Mr.

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

Bressler exercises a portion of 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, 2026, Mr.

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

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

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

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

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

Bressler’s service period.

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

Additionally, Mr.

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

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

Bressler exercised a portion of his put right and received the equivalent percentage of options under the equity incentive award, which was calculated based on performance through December 31, 2025.

As a result, the Company issued 771,863 fully vested options to Mr.

Bressler, as noted above.

The Company had previously determined it was probable the performance condition would be met related to this award and 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.

During the three months ended March 31, 2026, the Company recorded $ 0.1 million stock-based compensation expense related to this award.

NOTE 9 — INCOME TAXES

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

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

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

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

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

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

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

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

As of March 31, 2026 and December 31, 2025, the Company had no unrecognized tax benefits recorded.

The Company's effective tax rate for the three months ended March 31, 2026 was a benefit of 25.4 % versus a benefit of 312.8 % for the three months ended March 31, 2025.

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

NOTE 10 — COMMITMENTS AND CONTINGENCIES

Redeemable Non-Controlling Interest

Redeemable Noncontrolling Interest

The Company has controlling interests in its Natural Habitat, Off the Beaten Path, DuVine and Classic Journeys consolidated subsidiaries.

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The put options 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 do 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.

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.

Since the redemption of the noncontrolling interests are 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, solely due to the passage of time, the redeemable noncontrollable interest should be adjusted to the redemption value via one of two measurement methods.

In addition, if it is probable that the instrument will become redeemable, solely due to the passage of time, the redeemable noncontrolling interest should be adjusted to the redemption value via one of two measurement methods.

The Company elected the income classification-excess adjustment and accretion methods for recognizing changes in the redemption value of the put options.

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Any adjustments to the carrying value of the redeemable noncontrolling interest, up to the redemption value of the noncontrolling interest, are classified to retained earnings.

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

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

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

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

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

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

The redemption values were adjusted to their present value using the Company’s weighted average cost of capital.

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

For the three months ended September 30,

For the nine months ended September 30,

(unaudited) (unaudited)

During January 2026, Mr.

Levine, President of DuVine Cycling + Adventure Company (“DuVine”), entered into a Second Amended and Restated Operating Agreement to replace the previous put for the Company’s right to acquire all of Mr.

Levine’s remaining interests in DuVine, with a put right, but not an obligation, that may be exercised annually, up to 50 % in any given year, beginning December 31, 2027, for so long as Mr.

Levine holds interest in DuVine, and a one -time right to exercise 100% of the put at December 31, 2027.

During March 2026, Mr.

Bressler exercised a portion of the put option on Natural Habitat, allowing the Company to acquire an additional 5.0 % of Natural Habitat for $ 16.6 million, increasing its ownership to 95.1 %.

The following is a rollforward of redeemable noncontrolling interest:

For the three months ended

(In thousands)

Beginning balance

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

Net income attributable to noncontrolling interest

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

Net loss attributable to noncontrolling interest

Redemption value adjustment of put option

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

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

Acquired businesses᾽ noncontrolling interest

Redemption of put and/or call options

- - - ( 14,797 )

Ending balance

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

Charter Commitments

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

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

Future minimum payments on its charter agreements as of March 31, 2026 are as follows:

For the years ended December 31,

(In thousands)

2025 (three months)

2026 (nine months)

NOTE 11 — SEGMENT INFORMATION

The Company is primarily a specialty cruise and experiential travel operator with operations in two reportable segments, Lindblad, which provides ship-based expeditions, and Land Experiences, which provides active, land-based trips, tours, treks and safari adventures.

The Company is primarily an experiential travel operator with operations in two reportable segments, Lindblad, which provides ship-based expeditions, and Land Experiences, which provides active, land-based trips, tours, treks and safari adventures.

In identifying its reportable segments, the Company organized them around the nature of services provided and other relevant factors.

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

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

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

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

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

(In thousands)

(unaudited) (unaudited)

Tour revenues:

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

Land Experiences

102,611 84,737 208,124 163,494

Total tour revenues

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

Operating income:

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

Land Experiences

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

Operating income

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

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

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

For the three months ended March 31, 2026 and 2025, there was $ 2.8 million and $ 3.3 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences reportable segments, which were eliminated in consolidation.

The following table presents the Lindblad segment expenses:

Lindblad Segment

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

(In thousands)

(unaudited) (unaudited)

Tour revenues

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

Cost of tours

63,800 59,202 187,092 177,306

General and administrative

23,682 19,089 65,758 57,628

Selling and marketing

23,483 19,536 66,639 52,606

Depreciation and amortization

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

Operating income

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

The following table presents the Land Experiences segment expenses:

Land Experiences Segment

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

(In thousands)

(unaudited) (unaudited)

Tour revenues

$ 102,611 $ 84,737 $ 208,124 $ 163,494

Cost of tours

60,573 50,584 121,519 99,885

General and administrative

11,126 9,913 32,855 28,446

Selling and marketing

6,608 5,467 18,083 13,436

Depreciation and amortization

1,570 972 4,227 2,695

Operating income

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

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

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

(In thousands)

(unaudited) (unaudited)

Depreciation and amortization:

$ 13,338 $ 11,739 $ 40,606 $ 34,926

Land Experiences:

972 542 2,432 1,405

598 430 1,795 1,290

Total depreciation and amortization

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

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

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

As of March 31, 2026

As of December 31, 2025

(In thousands)

Total Assets:

$ 701,288 $ 667,799

Land Experiences

275,246 209,106

$ 976,534 $ 876,905

Intangibles, net:

$ 4,739 $ 1,505

Land Experiences

12,626 14,418

Total intangibles, net

$ 17,365 $ 15,923

Land Experiences

61,145 59,031

Total goodwill

$ 61,145 $ 59,031

NOTE 12 — ACQUISITIONS

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

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

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

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

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

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

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.

The purchase price allocations are finalized and 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.

NOTE 13 — SUBSEQUENT EVENT

On April 3, 2026, Mr.

Piegza, President and Vice President, respectively, of Classic Journeys, LLC (“Classic Journeys”), exercised a portion of their put on Classic Journeys, allowing the Company to acquire an additional 9.9 % of Classic Journeys for $ 3.2 million in cash, increasing the Company’s ownership to 90.1 %.

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

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This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q ( “ Form 10-Q ” ), as well as the audited consolidated financial statements and related notes included in the Company ’ s Annual Report on Form 10-K filed with the Securities and Exchange Commission ( “ SEC ” ) on February 26, 2026 (the “ 2025 Annual Report ” ).

Unless the context otherwise requires, in this Form 10-Q, “ Company, ” “ Lindblad, ” “ we, ” “ us, ” “ our, ” and “ ours ” refer to Lindblad Expeditions Holdings, Inc., and its subsidiaries.

Unless the context otherwise requires, “ the Company, ” “ Lindblad, ” “ we, ” “ us, ” “ our, ” and “ ours ” refer to Lindblad Expeditions Holdings, Inc.

and its subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

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Potential risks and uncertainties include, but are not limited to:

adverse general economic factors, including the impact of geopolitical, macroeconomic conditions, tariffs, changes in trade policies or capital markets volatility, that decrease the level of disposable income of consumers or consumer confidence and negatively impact the ability or desire of people to travel;

cancelling or rescheduling of voyages, the denial and/or unavailability of ports of call and other potential disruptions to our business and operations related to health pandemics, political or civil unrest, war, terrorism, or other similar events;

increases in fuel prices, changes in fuels consumed and availability of fuel supply in the geographies in which we operate or in general;

adverse general economic and/or geopolitical factors that negatively impact the ability or desire of people to travel;

loss of business due to competition;

unscheduled disruptions in our business due to travel restrictions, weather events, mechanical failures, pandemics or other events;

increases in fuel prices, changes in fuel consumed and availability of fuel supply in the geographies in which we operate or in general;

the loss of key employees, our inability to recruit or retain qualified shoreside and shipboard employees and increased labor costs;

the impact of delays or cost overruns with respect to anticipated or unanticipated drydock, maintenance, modifications or other required construction related to any of our vessels;

unscheduled disruptions in our business due to civil unrest, travel restrictions, weather events, mechanical failures, pandemics or other events;

management of our growth and our ability to execute on our planned growth, including our ability to successfully integrate acquisitions;

management of our growth and our ability to execute our planned growth, including our ability to successfully close merger and acquisition transactions and integrate acquisitions;

our ability to maintain our relationships with National Geographic and/or World Wildlife Fund;

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

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

adverse publicity regarding the travel and cruise industry in general;

loss of business due to competition;

the inability to meet or achieve our sustainability related goals, aspirations, initiatives, and our public statements and disclosures regarding them;

the result of future financing efforts;

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We provide expedition cruising and land-based adventure travel fostering a spirit of exploration and discovery, using itineraries featuring up-close encounters with wildlife and nature, history and culture, and promote guest empowerment, human connections and interactivity.

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

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

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

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

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

We have a longstanding relationship with the National Geographic Society dating back to 2004, which is based on a shared interest in exploration, research, technology and conservation.

This relationship, which was recently expanded and extended through 2040, includes a co-selling, co-marketing and global branding arrangement whereby our owned vessels carry the National Geographic name, and National Geographic sells our expeditions through its internal travel division.

We have a longstanding relationship with the National Geographic Society (“National Geographic”) dating back to 2004, which is based on a shared interest in exploration, research, technology and conservation.

This relationship, which extends through 2040, includes a co-selling, co-marketing and global branding arrangement whereby our owned vessels carry the National Geographic name, and National Geographic sells our expeditions through its internal travel division.

We collaborate with National Geographic on voyage planning to enhance the guest experience by having National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, join our expeditions.

Guests have the ability to interact with these experts through lectures, excursions, dining and other experiences throughout their voyage.

We operate land-based nature adventure travel expeditions around the globe, with unique itineraries designed to offer intimate encounters with nature and the planet’s wild destinations and the animals and people who live there.

We also operate land-based adventure travel experiences around the globe, with unique itineraries designed to offer intimate encounters with nature and the planet’s remarkable destinations including the animals and people who live there.

Natural Habitat, Inc.

(“Natural Habitat”) provides eco-conscious expeditions and nature-focused, small-group experiences 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”) for more than 20 years to offer conservation travel, which is sustainable travel that contributes to the protection of nature and wildlife.

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, LLC (“Off the Beaten Path”) provides small group travel, led by local, experienced guides, with distinct focus on wildlife, hiking national parks and culture.

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

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

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

2025 Highlights

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

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

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

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

They specialize in immersive safaris featuring an exclusive system of camps and expert local wildlife guides, high-end treks to the summit of Kilimanjaro, the Roof of Africa, and offer luxurious stays at the award-winning Gibb’s Farm, an 80-acre sanctuary located near the Ngorongoro Crater.

Forty-five (45) years of experience and a commitment to environmental and social responsibility make every adventure exceptional.

First Quarter Highlights

During February 2026, we caused the conversion of all outstanding Series A Redeemable Convertible Preferred Stock, par value of $0.0001 (“Preferred Stock”) into common stock, saving a potential $88.0 million if we were required to repurchase the Preferred Stock at maturity.

During February 2026, we signed an agreement with Earthwatch Institute (“Earthwatch”), where Natural Habitat will market, sell and operate Earthwatch branded tours where guests can join scientists studying such topics as climate effects on wildlife and geography, conservation, biodiversity and archaeology.

During March 2026, we increased our ownership of Natural Habitat by 5% to 95.1% for $16.6 million, as Mr.

Bressler, Founder and Chief Executive Officer of Natural Habitat, exercised a portion of his put option.

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

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You should read this discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and the related notes thereto also included within.

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

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

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

We believe Adjusted EBITDA helps provide a more complete understanding of the underlying operating results and trends and an enhanced overall understanding of our financial performance and prospects for the future.

Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income as it does not take into account certain requirements, such as unearned passenger revenues, capital expenditures and related depreciation, principal and interest payments, and tax payments.

Our computation and use of Adjusted EBITDA may not be comparable to other companies within the industry.

Adjusted EBITDA is defined by us as, net income (loss) excluding depreciation and amortization, net interest expense, income tax expense or benefit, foreign currency gains or losses and other certain non-operating items.

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

We believe Adjusted EBITDA, when considered along with other performance measures, is a useful measure to evaluate operating performance and trends.

We believe this measure provides additional insight into underlying operating results by excluding items that may not be indicative of ongoing performance.

Adjusted EBITDA is not intended to be a measure of liquidity or financial performance under GAAP and should not be considered in isolation or as a substitute for GAAP measures such as net income or cash flows from operations.

Our definition and use of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.

The following metrics apply to our Lindblad segment:

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Net Yield per Available Guest Night represents Net Yield divided by Available Guest Nights.

Number of Guests represents the number of guests that travel with us in a period.

Number of Guests represents the number of guests who travel with us in a period.

Occupancy is calculated by dividing Guest Nights Sold by Available Guest Nights.

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The following metrics apply to our Land Experiences segment:

Guests represents the number of guests that travel with us in a period.

Guests represents the number of guests who travel with us in a period.

Departures represent the number of trips, tours, treks and safaris completed during the period.

Foreign Currency Translation

dollar and Tanzanian shilling are the functional currencies in our foreign operations and re-measurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses in the condensed consolidated statements of operations.

dollar, and Tanzanian and Kenyan shilling are the functional currencies in our foreign operations and re-measurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses in the condensed consolidated statements of operations.

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

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

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

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

Results of Operations — Consolidated

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

For the three months ended September 30,

For the nine months ended September 30,

Our consolidated results for the three months ended March 31, 2026 and 2025 are set forth below.

For the three months ended March 31,

(In thousands)

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Operating income

Net income (loss)

Undistributed (loss) income per share available to stockholders:

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

Undistributed income (loss) per share available to stockholders:

Comparison of the Three Months Ended March 31, 2026 and 2025 — Consolidated

Tour Revenues

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

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

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

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

Tour revenues for the three months ended March 31, 2026 increased $28.3 million, or 16%, to $208.0 million, compared to $179.7 million for the three months ended March 31, 2025.

Of the $28.3 million increase, we realized a $16.1 million increase due to a 12% increase in guest nights sold and a $12.2 million increase due to the change in mix of itineraries and trips and pricing.

Cost of Tours

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

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

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

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

Total cost of tours for the three months ended March 31, 2026 increased $13.9 million, or 15%, to $106.7 million, compared to $92.8 million for the three months ended March 31, 2025, primarily due to operating additional voyages and trips, and increased operating costs, including operating additional guest flights over the Drake Passage to Antarctica.

General and Administrative

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

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

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

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

General and administrative expenses for the three months ended March 31, 2026 decreased $0.7 million, or 2%, to $32.0 million, compared to $32.7 million for the three months ended March 31, 2025.

The decrease was primarily related to lower stock-based compensation expense.

Selling and Marketing

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

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

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

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

Selling and marketing expenses for the three months ended March 31, 2026 increased $7.7 million, or 27%, to $35.9 million, compared to $28.2 million for the three months ended March 31, 2025, primarily due to increased royalties associated with the final royalty rate step-up under the National Geographic agreement, higher commissions associated with increased revenues and increased marketing spend to support future growth.

Depreciation and Amortization

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

Depreciation and amortization expenses for the three months ended March 31, 2026 increased $2.4 million, or 16%, to $17.7 million, compared to $15.3 million for the three months ended March 31, 2025.

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

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

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

Other Income (Expense)

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

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

Other expense for the three months ended March 31, 2026, decreased $0.3 million to an expense of $10.8 million from an expense of $11.1 million for the three months ended March 31, 2025.

Results of Operations — Segments

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

For the three months ended September 30,

For the nine months ended September 30,

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

For the three months ended March 31,

(In thousands)

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

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

Available Guest Nights

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Calculation of Gross and Net Yield per Available Guest Night

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

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

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

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

(In thousands)

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Calculation of Gross and Net Cruise Cost

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

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

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Stock-based compensation

Transaction-related costs

Reorganization costs

Transaction-related costs

Adjusted Net Cruise Cost Excluding Fuel

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Adjusted Net Cruise Cost per Available Guest Night

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

Comparison of the Three Months Ended March 31, 2026 and 2025 at the Lindblad Segment

Tour Revenues

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

Tour revenues for the three months ended March 31, 2026 increased $21.4 million, or 16%, to $152.5 million, compared to $131.1 million for the three months ended March 31, 2025.

Of the $21.4 million increase, $15.8 million is related to a 12% increase in guest nights sold and $5.6 million is related to a 4% increase in revenue per guest nights sold as compared to the prior year period.

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

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

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

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

Net yield per available guest night increased 7% to $1,631 from $1,521 in 2025, reflecting the higher pricing and a 4-basis point increase in occupancy to 93% for 2026 compared with the same period in 2025.

Operating Income

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

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

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

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

Guest Metrics — Land Experiences Segment

Operating income was $10.6 million for the three months ended March 31, 2026, an increase of $2.2 million compared to $8.4 million for the three months ended March 31, 2025, as the increase in tour revenues was partially offset by higher operating expenses.

Operating expenses were impacted by higher cost of tours related to an increase of voyages and operating additional guest charter flights over the Drake Passage for certain Antarctica expeditions, higher sales and marketing costs, primarily due to increased royalties associated with the final royalty rate step-up under the National Geographic agreement and increased marketing spend to support future growth, partially offset by lower general and administrative costs primarily due to decreased stock-based compensation expense and lower personnel costs, partially offset by increased information technology costs, higher legal and consulting expenses.

Comparison of Three Months Ended March 31, 2026 and 2025 at the Land Experiences Segment

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

For the three months ended September 30,

For the nine months ended September 30,

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

For the three months ended March 31,

Tour Revenues

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

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

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

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

Tour revenues for the three months ended March 31, 2026 increased $6.9 million, or 14%, to $55.5 million compared to $48.6 million for the three months ended March 31, 2025.

Of the $6.9 million increase, $6.6 million is related to an increase in revenue per guest as compared to the prior year period due to a change in itineraries, destinations and pricing, and $0.3 million of the increase was due to an increase in the number of guests traveled.

Operating Income

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

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

Adjusted EBITDA — Consolidated

The following table outlines the reconciliation of net income (loss) to consolidated Adjusted EBITDA.

Operating income for the three months ended March 31, 2026 was $5.1 million compared to $2.2 million for the three months ended March 31, 2025, as the increase in tour revenue was partially offset by higher operating and personnel costs, and higher marketing spend to drive future growth.

Adjusted EBITDA

The following table outlines the reconciliation of net income (loss) to Adjusted EBITDA on a consolidated basis and for each reportable segment.

Reconciliation of Net Loss to Adjusted EBITDA — Consolidated

For the three months ended September 30,

For the nine months ended September 30,

Reconciliation of Net (Loss) Income to Adjusted EBITDA — Consolidated

For the three months ended March 31,

(In thousands)

Net income (loss)

Interest expense, net

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Depreciation and amortization

Loss (gain) loss on foreign currency

Loss (gain) on foreign currency

Stock-based compensation

Transaction-related costs

Other (income) expense

Debt extinguishment

Acquisition gain

Reorganization costs

Other (income) expense

Adjusted EBITDA

Reconciliation of Operating (Loss) Income to Adjusted EBITDA — Segments

The following tables outline the reconciliation for each reportable segment from operating income to Adjusted EBITDA.

Reconciliation of Operating Income to Adjusted EBITDA — Segments

Lindblad Segment

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

(In thousands)

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Stock-based compensation

Transaction-related costs

Reorganization costs

Transaction-related costs

Adjusted EBITDA

Land Experiences Segment

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

(In thousands)

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Depreciation and amortization

Transaction-related costs

Stock-based compensation

Transaction-related costs

Adjusted EBITDA

Liquidity and Capital Resources

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

As of March 31, 2026, the Company had $275.0 million in unrestricted cash and cash equivalents and $46.1 million in restricted cash primarily related to deposits on future travel originating from U.S.

ports and credit card reserves.

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

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

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

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

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

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

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

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

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

As of March 31, 2026, we had $675.0 million in long-term debt obligations, including the current portion of long-term debt.

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

Sources and Uses of Cash for the Three Months Ended March 31, 2026 and 2025

Net cash provided by operating activities was $49.5 million for the three months ended March 31, 2026 compared to $48.4 million for the same period in 2025.

The $1.1 million increase is primarily due to improved operating results.

Net cash used in investing activities was $6.9 million for the three months ended March 31, 2026 compared to $29.0 million in cash used in investing activities during the same period in 2025.

2026 primarily included capital expenditures on our vessels, while 2025 primarily included the acquisition of Torcatt Enterprises Limitada and capital expenditures on our vessels.

Net cash used in financing activities was $11.2 million for the three months ended March 31, 2026 compared to $0.3 million for the same period in 2025.

2026 primarily included $16.6 million for the additional 5% ownership of Natural Habitat related to the put of the redeemable noncontrolling interests, partially offset by $6.6 million for proceeds on the exercise of options, while 2025 primarily included income tax withholdings for stock-based compensation .

Funding Sources

Debt Facilities

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

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

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

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

The remainder will be used for future general corporate purposes.

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

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

We have $675.0 million in senior secured notes outstanding (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 and are due September 15, 2030, subject to earlier repurchase or redemption.

Refer to Note 5 in the Notes to Condensed Consolidated Financial Statements for a further description of the 7.00% Notes.

Revolving Credit Facility

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

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

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

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

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

We have a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate amount of $60.0 million, maturing August 2030.

As of March 31, 2026, we had no borrowings under the Revolving Credit Facility.

Refer to Note 5 in the Notes to Condensed Consolidated Financial Statements for a further description of the Revolving Credit Facility.

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

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

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

As of March 31, 2026, we were in compliance with the covenants currently in effect.

Preferred Stock

In August 2020, we 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 March 31, 2024, 62,000 shares of Preferred Stock were outstanding.

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

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

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

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

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

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

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

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

On February 3, 2026 we caused the conversion of all 62,000 outstanding shares of Preferred Stock into 9,018,763 shares of our Common Stock.

We 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, and on January 20, 2026, we issued a Notice of Conversion to each holder of our Preferred Stock, providing that we intended to exercise our right, pursuant to the terms of the Certificate of Designations the Preferred Stock to effect a mandatory conversion of all of the shares of Preferred Stock.

Funding Needs

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

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

As of March 31, 2026, we had a working capital deficit of $88.4 million, and as of December 31, 2025, we had a working capital deficit of $93.7 million.

Critical Accounting Policies

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For a detailed discussion of our Critical Accounting Policies, please see our 2025 Annual Report, where we have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application.

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have otherwise been no other material changes in our exposure to market risks from the information set forth in the “Quantitative and Qualitative Disclosures About Market Risk” sections contained in our 2024 Annual Report.

There have been no significant changes to our accounting policies from those disclosed in the 2025 Annual Report.

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

What changed 10-Q

Item 1. Financial Statements