What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-03 compared with 2026-05-05 · 319 added, 149 removed, 598 unchanged (44% of the section changed)

4 unchanged sentences

(In thousands, except share and per share data)

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

As of June 30, 2026 As of December 31, 2025

Current Assets:

34 unchanged sentences

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

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

no shares issued and outstanding as of June 30, 2026, 62,000 shares issued and outstanding as of December 31, 2025

Redeemable noncontrolling interests

5 unchanged sentences

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

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

65,613,308 and 55,421,384 issued, 65,515,419 and 55,323,495 outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

11 unchanged sentences

(In thousands, except share and per share data)

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

Tour revenues

$ 199,247 $ 167,945 $ 407,260 $ 347,666

Operating expenses:

Cost of tours

102,612 91,391 209,355 184,239

General and administrative

34,169 31,083 66,216 63,805

Selling and marketing

32,024 26,390 67,960 54,632

Depreciation and amortization

18,488 14,674 36,161 29,969

Total operating expenses

187,293 163,538 379,692 332,645

Operating income

11,954 4,407 27,568 15,021

Other (expense) income:

Interest expense, net

( 10,494 ) ( 11,617 ) ( 21,073 ) ( 23,247 )

(Loss) gain on foreign currency

Other income (expense)

( 360 ) 759 ( 629 ) 1,300

Other (expense) income

( 4 ) 30 55 29

Total other expense

( 10,858 ) ( 10,828 ) ( 21,647 ) ( 21,918 )

Income (loss) before income taxes

Income tax benefit

Net loss attributable to noncontrolling interest

Net income attributable to Lindblad Expeditions Holdings, Inc.

1,096 ( 6,421 ) 5,921 ( 6,897 )

Income tax provision (benefit)

1,439 547 213 ( 939 )

Net income (loss)

( 343 ) ( 6,968 ) 5,708 ( 5,958 )

Net income attributable to noncontrolling interest

1,063 1,550 614 1,400

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

( 1,406 ) ( 8,518 ) 5,094 ( 7,358 )

Series A redeemable convertible preferred stock dividend

- 1,223 497 2,426

Net income (loss) available to stockholders

$ ( 1,406 ) $ ( 9,741 ) $ 4,597 $ ( 9,784 )

Weighted average shares outstanding:

65,473,335 54,590,783 63,529,776 54,511,173

65,473,335 54,590,783 64,354,788 54,511,173

Undistributed income (loss) per share available to stockholders:

$ ( 0.02 ) $ ( 0.18 ) $ 0.07 $ ( 0.18 )

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

3 unchanged sentences

(In thousands)

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

Net income (loss)

$ ( 343 ) $ ( 6,968 ) $ 5,708 $ ( 5,958 )

Other comprehensive income:

Change in foreign currency translation adjustments

Total other comprehensive income

Total comprehensive income

comprehensive loss attributive to noncontrolling interest

Comprehensive income attributable to Lindblad Expeditions Holdings, Inc.

- ( 294 ) - ( 288 )

Total other comprehensive loss

- ( 294 ) - ( 288 )

Total comprehensive income (loss)

( 343 ) ( 7,262 ) 5,708 ( 6,246 )

comprehensive income attributable to noncontrolling interest

1,063 1,550 614 1,400

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

$ ( 1,406 ) $ ( 8,812 ) $ 5,094 $ ( 7,646 )

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

5 unchanged sentences

Total Stockholders’

Balance as of March 31, 2026

Stock-based compensation

Net activity related to equity compensation plans

Redeemable noncontrolling interest

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Balance as of June 30, 2026

Additional Paid-In

Total Stockholders’

Balance as of December 31, 2025

1 unchanged sentence

Net activity related to equity compensation plans

Conversion of preferred shares

Issuance of stock for conversion of preferred stock

Redeemable noncontrolling interest

1 unchanged sentence

Net income attributable to Lindblad Expeditions Holdings, Inc.

Balance as of March 31, 2026

Balance as of June 30, 2026

LINDBLAD EXPEDITIONS HOLDINGS, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders ’ Deficit (continued)

(In thousands, except share data)

Additional Paid-In

1 unchanged sentence

Total Stockholders’

Balance as of December 31, 2024

Balance as of March 31, 2025

Stock-based compensation

Net activity related to equity compensation plans

Other comprehensive income, net

Other comprehensive loss, net

Redeemable noncontrolling interest

Series A preferred stock dividend

Net income attributable to Lindblad Expeditions Holdings, Inc.

Balance as of March 31, 2025

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Balance as of June 30, 2025

Additional Paid-In

Accumulated Other

Total Stockholders’

Comprehensive Income

Balance as of December 31, 2024

Stock-based compensation

Net activity related to equity compensation plans

Other comprehensive loss, net

Redeemable noncontrolling interest

Series A preferred shares dividend

Net loss attributable to Lindblad Expeditions Holdings, Inc.

Balance as of June 30, 2025

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

3 unchanged sentences

(In thousands)

For the three months ended March 31,

For the six months ended June 30,

Cash Flows From Operating Activities

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

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

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

The Company currently operates the following two reportable business segments:

Lindblad Segment.

The Lindblad segment primarily provides ship-based expeditions.

Land Experiences Segment.

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

The Company operates the following two reportable business segments;

the Lindblad Segment , which primarily provides ship-based expeditions, and the Land Experiences Segment , which primarily provides land-based adventure experiences.

Basis of Presentation

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Recently Adopted Accounting Pronouncements

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

In 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.

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

Recent Accounting Pronouncements

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

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

The amendments in this ASU are intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

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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.

During May 2026, FASB issued ASU 2026 - 02 ― Environmental Credits and Environmental Credit Obligations (Topic 818 ).

The amendments in this ASU establish recognition, measurement, presentation and disclosure requirements for environmental credits and environmental credit obligations.

Among other provisions, the guidance requires an environmental credit to be recognized as an asset when it is probable that the credit will be used to settle an environmental credit obligation, transferred in an exchange transaction, or used in a nonreciprocal transfer.

ASU 2026 - 02 is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods.

Early adoption is permitted.

The Company will adopt this ASU for its annual consolidated financial statements on January 1, 2028, as required, and is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

NOTE 2 — EARNINGS PER SHARE

Earnings (loss) per Common Share

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.

For the three and six months ended June 30, 2026, earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period.

For the three and six months ended June 30, 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, 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 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.

For the three months ended June 30, 2026 and the three and six months ended June 30, 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 were the same for those periods.

For the three months ended June 30, 2026, 0.9 million unvested restricted shares and 1.2 million shares issuable upon exercise of options, were excluded from the diluted earnings per share calculation.

For the three and six months ended June 30, 2025, 1.1 million unvested restricted shares, 2.3 million shares issuable upon exercise of options, and 8.7 million common shares issuable upon the conversion of the Preferred Stock, were excluded from the diluted earnings per share calculation.

For the six months ended June 30, 2026, no potential dilutive securities were anti-dilutive.

On February 3, 2026, the Company caused the mandatory conversion of 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,

For the three months ended June 30,

For the six months ended June 30,

(In thousands, except share and per share data)

Net income attributable to Lindblad Expeditions Holdings, Inc.

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

$ ( 1,406 ) $ ( 8,518 ) $ 5,094 $ ( 7,358 )

Series A redeemable convertible preferred stock dividend

- 1,223 497 2,426

Undistributed income (loss) available to stockholders

$ ( 1,406 ) $ ( 9,741 ) $ 4,597 $ ( 9,784 )

Weighted average shares outstanding:

Total weighted average shares outstanding, basic

65,473,335 54,590,783 63,529,776 54,511,173

Dilutive potential common shares

- - 498,890 -

Dilutive potential options

- - 326,122 -

Total weighted average shares outstanding, diluted

65,473,335 54,590,783 64,354,788 54,511,173

Undistributed income (loss) per share available to stockholders:

$ ( 0.02 ) $ ( 0.18 ) $ 0.07 $ ( 0.18 )

NOTE 3 — REVENUES

2 unchanged sentences

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 revenue 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 or trip.

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.

6 unchanged sentences

Additional contract liabilities in period

Balance as of March 31, 2026

Balance as of June 30, 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 March 31,

The following table disaggregates each segments’ tour revenues by sales channel:

For the three months ended June 30,

For the six months ended June 30,

Lindblad Segment

1 unchanged sentence

Guest ticket revenue:

$ 81,864 $ 68,157 $ 166,180 $ 147,012

31,500 30,018 71,368 63,813

Guest ticket revenue

113,364 98,175 237,548 210,825

Other tour revenue

15,868 12,870 44,173 31,328

Tour revenues

For the three months ended March 31,

$ 129,232 $ 111,045 $ 281,721 $ 242,153

For the three months ended June 30,

For the six months ended June 30,

Land Experiences Segment

1 unchanged sentence

Guest ticket revenue:

$ 60,840 $ 48,470 $ 106,277 $ 90,136

7,484 5,768 12,984 9,779

Guest ticket revenue

68,324 54,238 119,261 99,915

Other tour revenue

1,691 2,662 6,278 5,598

Tour revenues

$ 70,015 $ 56,900 $ 125,539 $ 105,513

NOTE 4 — FINANCIAL STATEMENT DETAILS

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

As of March 31,

As of June 30,

(In thousands)

Cash and cash equivalents

$ 318,886 $ 200,929

Restricted cash

46,016 46,398

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

$ 364,902 $ 247,327

Restricted cash consists of the following:

As of March 31, 2026

As of June 30, 2026

As of December 31, 2025

1 unchanged sentence

Federal Maritime Commission and other escrow

$ 32,084 $ 19,186

Credit card processor reserves

12,500 12,500

Certificates of deposit and other restricted deposits

Total restricted cash

$ 46,016 $ 33,043

Prepaid expenses and other current assets are as follows:

As of March 31, 2026

As of June 30, 2026

As of December 31, 2025

1 unchanged sentence

Prepaid tour expenses

$ 47,389 $ 37,981

30,445 40,164

Total prepaid expenses and other current assets

$ 77,834 $ 78,145

NOTE 5 — LONG-TERM DEBT

As of March 31, 2026

As of June 30, 2026

As of December 31, 2025

2 unchanged sentences

Deferred Financing Costs, net

$ 675,000 $ ( 11,129 ) $ 663,871 $ 675,000 ( 12,329 ) $ 662,671

Total long-term debt

675,000 ( 11,129 ) 663,871 675,003 ( 12,329 ) 662,674

Less current portion

- - - ( 3 ) - ( 3 )

Total long-term debt, non-current

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.

$ 675,000 $ ( 11,129 ) $ 663,871 $ 675,000 $ ( 12,329 ) $ 662,671

For the three and six months ended June 30, 2026, $ 0.7 million and $ 1.3 million, resp ectively, of deferred financing costs were charged to interest expense, and for the three and six months ended June 30, 2025, $ 0.9 million and $ 1.8 million, respectively, of deferred financing costs were charged to interest expense.

The Company has $ 675.0 million aggregate principal amount of 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.

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

As of June 30, 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.

The Company was in compliance with its covenants in effect as of June 30, 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 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.

The Company estimates the approximate fair value of its long-term debt as of June 30 , 2026 to be $ 670.0 million based on the terms of the agreements and comparable market data as of June 30, 2026.

As of June 30, 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

1 unchanged sentence

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.

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 required notice to each holder that the Company was exercising 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 on February 3, 2026.

The Company recorded accrued dividends for Preferred Stock of $ 0.5 million for the six months ended June 30, 2026, and $ 1.2 million and $ 2.4 mi lli on for the three and six months ended June 30, 2025, respectively.

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 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.

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

As of June 30, 2026, 4.6 million shares were available to be granted under the Plan.

The Company recorded stock-based compensation expense of $ 1.9 million and $ 3.7 million for the three and six months ended June 30, 2026, respectively, and $ 5.4 million and $ 9.1 mil lion for the three and six months ended June 30, 2025, respectively.

Long-Term Incentive Compensation

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 .

During the six months ended June 30, 2026, the Company awarded 443,120 restricted stock units (“RSUs”) with a weighted-average grant-date fair value of $ 16.69 .

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 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 .

During the six months ended June 30, 2026, the Company awarded 91,109 performance-based restricted share units (“PSUs”) with a weighted-average grant-date fair value 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 Company does not issue the shares associated with the PSUs to the recipient unless and until the performance and vesting conditions are met.

During the six months ended June 30, 2026, the Company granted 771,863 options, with a weighted-average exercise price of $ 17.65 .

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

The fair values of employee stock options granted were estimated using the following assumptions:

Stock Option Grants

Stock price $ 17.65

Exercise price $ 17.65

3 unchanged sentences

Expected term (years) 5.0

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.

As of June 30, 2026 and December 31, 2025, options to purchase an aggregate of 1.2 million and 1.5 million shares of the Company’s common stock, respectively, with weighted-average exercise price of $ 14.25 and $ 8.91 , respectively, were outstanding.

As of June 30, 2026, 1.1 million options were exercisable.

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

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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 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.

In March 2026, Mr.

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

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

3 unchanged sentences

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 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.

As of June 30, 2026 and December 31, 2025, the Company had no unrecognized tax benefits recorded.

The Company’s effective tax rate for the three and six months ended June 30, 2026 was an expense of 131.3 % and 3.6 %, re spectively, versus an expense of 8.5 % and a benefit of 13.6 % for the three and six months ended June 30, 2025, respectively.

In each period, the effective tax rate differs from the statutory rate due to 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

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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 %.

During April 2026, Mr.

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

In connection with this transaction, the Piegzas entered into a Second Amended and Restated Operating Agreement, which provides for a put right, but not an obligation, together with a corresponding call right, but not an obligation, each exercisable annually beginning December 31, 2030, for up to 50 % of the remaining interests in any given year, for so long as the Piegzas hold an interest in Classic Journeys.

The following is a rollforward of redeemable noncontrolling interest:

For the three months ended

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Beginning balance

Net loss attributable to noncontrolling interest

$ 33,298 $ 31,756 $ 47,948 $ 29,424

Net income attributable to noncontrolling interest

1,063 1,550 614 1,400

Redemption value adjustment of put option

1,958 6,365 5,497 9,157

( 534 ) ( 485 ) ( 604 ) ( 795 )

Redemption of put and/or call options

( 2,413 ) - ( 20,083 ) -

Ending balance

$ 33,372 $ 39,186 $ 33,372 $ 39,186

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 March 31, 2026 are as follows:

Future minimum payments on its charter agreements as of June 30, 2026 are as follows:

For the years ended December 31,

(In thousands)

2026 (nine months)

2026 (six months)

NOTE 11 — SEGMENT INFORMATION

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

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Tour revenues:

$ 129,232 $ 111,045 $ 281,721 $ 242,153

Land Experiences

70,015 56,900 125,539 105,513

Total tour revenues

$ 199,247 $ 167,945 $ 407,260 $ 347,666

Operating income:

$ 3,850 $ ( 2,070 ) $ 14,415 $ 6,316

Land Experiences

8,104 6,477 13,153 8,705

Operating income

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.

$ 11,954 $ 4,407 $ 27,568 $ 15,021

For the three and six months ended June 30, 2026, there wa s $ 2.6 million and $ 5.5 million, respectively, of intercompany tour revenues between the Lindblad and Lan d Experiences reportable segments, which were eliminated in consolidation.

For the three and six months ended June 30, 2025, there was $ 2.0 million and $ 5.3 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences segments, which were eliminated in consolidation.

The following table presents the Lindblad segment expenses:

For the three months ended March 31,

Lindblad Segment

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Tour revenues

$ 129,232 $ 111,045 $ 281,721 $ 242,153

Cost of tours

61,644 58,469 138,539 123,292

General and administrative

21,514 20,945 41,188 42,077

Selling and marketing

25,381 20,449 54,681 43,156

Depreciation and amortization

16,843 13,252 32,898 27,312

Operating income

$ 3,850 $ ( 2,070 ) $ 14,415 $ 6,316

The following table presents the Land Experiences segment expenses:

For the three months ended March 31,

Land Experiences Segment

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Tour revenues

$ 70,015 $ 56,900 $ 125,539 $ 105,513

Cost of tours

40,968 32,922 70,816 60,947

General and administrative

12,655 10,138 25,028 21,728

Selling and marketing

6,643 5,941 13,279 11,476

Depreciation and amortization

1,645 1,422 3,263 2,657

Operating income

$ 8,104 $ 6,477 $ 13,153 $ 8,705

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

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

(In thousands)

Depreciation and amortization:

$ 16,773 $ 13,230 $ 32,757 $ 27,268

Land Experiences:

1,226 823 2,346 1,460

419 599 917 1,197

Total depreciation and amortization

$ 18,488 $ 14,674 $ 36,161 $ 29,969

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

As of March 31, 2026

As of December 31, 2025

As of June 30, 2026 As of December 31, 2025

(In thousands)

Total Assets:

$ 683,485 $ 711,211

Land Experiences

350,536 268,747

$ 1,034,021 $ 979,958

Intangibles, net:

$ 4,382 $ 4,523

Land Experiences

11,160 12,076

Total intangibles, net

$ 15,542 $ 16,599

Land Experiences

60,609 60,609

Total goodwill

$ 60,609 $ 60,609

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.

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

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

The following discussion and analysis addresses material changes in the financial condition and results of operations of the Company for the periods presented.

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loss of business due to competition;

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

unscheduled disruptions in our business due to travel restrictions, weather events, mechanical failures , crew or guest illness such as a gastrointestinal virus, pandemics, geopolitical issues 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;

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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;

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;

management of our growth and our ability to execute our planned growth, including our ability to successfully integrate any future 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;

adverse publicity regarding the travel and cruise industry in general;

adverse publicity regarding the travel and cruise industry in general, the safety of travel, or passenger and crew illnesses such as a gastrointestinal virus or other health issues;

the result of future financing efforts;

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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.

The Thomson Group has more than 45 years of experience providing travel experiences in East Africa and maintains a focus on environmental and social responsibility.

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, Classic Journeys brands and the Thomson Group.

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.

2026 Highlights

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

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

During April 2026, we increased our ownership of Classic Journeys by 9.9% to 90.1% for $3.2 million, as Mr.

Piegza, President and Vice President, respectively, of Classic Journeys, exercised a portion of their put option.

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

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Available Guest Nights is a measurement of capacity and represents double occupancy per cabin (except single occupancy for a single capacity cabin) multiplied by the number of cruise days for the period.

We also record the number of guest nights available on our limited land programs in this definition.

Gross Cruise Cost represents the sum of cost of tours plus, selling and marketing expenses, and general and administrative expenses.

Gross Yield per Available Guest Night represents tour revenues less insurance proceeds divided by Available Guest Nights.

Gross Yield per Available Guest Night represents tour revenues divided by Available Guest Nights.

Guest Nights Sold represents the number of guests carried for the period multiplied by the number of nights sailed within the period.

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Results of Operations — Consolidated

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

For the three months ended March 31,

Our consolidated results for the three and six months ended June 30, 2026 and 2025 are set forth below.

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

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

5 unchanged sentences

Operating income

Net income (loss)

Undistributed income (loss) per share available to stockholders:

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

Comparison of the Three and Six Months Ended June 30, 2026 and 2025 — Consolidated

Tour Revenues

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.

Tour revenues for the three months ended June 30, 2026 increase d $ 31.3 million, or 19 %, to $199.2 million, compared to $ 167.9 mi llion for the three months ended June 30, 2025.

Of the $31.3 million increase, $28.1 million was due to an 18% increase in guest nights sold at the Lindblad segment and a 13% increase in Land Experiences guests traveled, and $3.2 million of the increase was due to the change in mix of itineraries and trips and pricing.

Tour revenues for the six months ended June 30, 2026 increase d $59.6 million, or 17%, to $407.3 million, compared to $ 347.7 million for the six months ended June 30, 2025.

Of the $59.6 million increase, $45.9 million was due to a 15% increase in guest nights sold at the Lindblad segment and an 8% increase in Land Experiences guests traveled, and $13.7 million of the increase was due to the change in mix of itineraries and trips and pricing.

Cost of Tours

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.

Total cost of tours for the three months ended June 30, 2026 increas ed $11.2 million, or 12% , to $102.6 mil lion, compared t o $ 91.4 milli on for the three months ended June 30, 2025, primarily due to additional voyages and trips, higher fuel cost and increased other operating costs.

Total cost of tours for the six months ended June 30, 2026 increased $25.1 million, or 14 % , to $209.4 mi llion, compared t o $ 184.2 milli on for the six months ended June 30, 2025, primarily due to additional voyages and trips, and increased operating costs, including additional guest flights over the Drake Passage to Antarctica and higher fuel costs.

General and Administrative

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.

General and administrative expenses for the three months ended June 30, 2026 increas ed $3.1 million, or 10 % , to $34.2 million, compared to $ 31.1 mill ion for the three months ended June 30, 2025.

The increase was primarily related to higher personnel costs, in part due to $3.4 million in employee retention tax credits received in the prior year, and strategic growth investments, partially offset by lower stock-based compensation expense.

General and administrative expenses for the six months ended June 30, 2026 increased $2.4 million, or 4 % , to $66.2 mi llion, compared to $ 63.8 million for the six months ended June 30, 2025.

Selling and Marketing

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.

Selling and marketing expenses for the three months ended June 30, 2026 increased $5.6 million, or 21% , to $32.0 million, compared to $ 26.4 mil lion for the three months ended June 30, 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.

Selling and marketing expenses for the six months ended June 30, 2026 increased $13.3 million, or 24% , to $68.0 milli on, compared to $ 54.6 mi llion for the six months ended June 30, 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 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.

Other Income (Expense)

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.

Depreciation and amortization expenses for the three m onths ended June 30, 2026 increased $3.8 million, or 26 % , to $18.5 million, compared to $ 14.7 million for the three months ended June 30, 2025.

The increase was primarily related to depreciation of assets placed into service to support our vessel fleet and accelerated depreciation on the National Geographic Sea Bird and National Geographic Sea Lion related to their planned retirement .

Depreciation and amortization expenses for the six months ended June 30, 2026 increased $6.2 million, or 21 % , to $36.2 million, compared to $ 30.0 million for the six months ended June 30, 2025.

Other Expense

Other expense for the three months ended June 30, 2026 was $10.9 million, compared to $10.8 million for the three months ended June 30, 2025, as $1.1 million in lower interest expense on our corporate debt facilities was offset by a loss on foreign exchange.

Other expense for the six months ended June 30, 2026 was $21.6 million, compared to $21.9 million for the six months ended June 30, 2025, as $2.1 million in lower interest expense on our corporate debt facilities was partially offset by a loss on foreign exchange.

Results of Operations — Segments

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

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

10 unchanged sentences

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 March 31,

For the three months ended June 30,

For the six months ended June 30,

Available Guest Nights

5 unchanged sentences

Calculation of Gross and Net Yield per Available Guest Night

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

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

7 unchanged sentences

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

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Operating income

Operating income (loss)

Cost of tours

5 unchanged sentences

Calculation of Gross and Net Cruise Cost

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

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

18 unchanged sentences

Adjusted Net Cruise Cost per Available Guest Night

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

Comparison of the Three and Six Months Ended June 30, 2026 and 2025 at the Lindblad Segment

Tour Revenues

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.

Tour revenues for the three months ended June 30, 2026 increased $18.2 million, or 16% , to $ 129.2 million, compared to $ 111.0 million for the three months ended June 30, 2025.

Of the $18.2 million increase, $19.8 million is related to an 18% increase in guest nights sold, partially offset by a $1.6 million decrease related to a 1 % decrease in revenue per guest nights sold as compared to the prior year period.

Net yield per available guest night increased 4 % to $ 1,294 from $1,241 in 2025, reflecting a 5 -percentage point increase in occupancy to 91 % for 2026 compared with the same period in 2025.

Tour revenues for the six months ended June 30, 2026 increased $39.6 million, or 16% , to $ 281.7 million, compared to $ 242.2 million for the six months ended June 30, 2025.

Of the $39.6 million increase, $36.6 million is related to a 15 % increase in guest nights sold and $3.0 million is related to a 1 % increase in revenue per guest nights sold as compared to the prior year period.

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.

Net yield per available guest night increased 6 % to $ 1,452 from $1,376 in 2025, reflecting higher pricing and a 5 -percentage point increase in occupancy to 92% for 2026 compared with the same period in 2025.

Operating Income

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

Operating income was $3.9 million for the three months ended June 30, 2026, an increase of $5.9 million compared to a loss of $2.1 million for the three months ended June 30, 2025, primarily due to increased tour revenues during the period, partially offset by higher operating expenses.

Operating expenses were impacted by (i) higher cost of tours associated with additional voyages and increased fuel costs;

(ii) 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;

and (iii) increased general and administrative costs primarily due to higher personnel costs, employee retention tax credits received in the prior year and strategic growth investments, partially offset by decreased stock-based compensation expense.

Operating income was $14.4 million for the six months ended June 30, 2026, an increase of $8.1 million compared to $6.3 million for the six months ended June 30, 2025, primarily due to increased tour revenues during the period, partially offset by higher operating expenses.

Operating expenses were impacted by (i) higher cost of tours associated with additional voyages, the additional guest charter flights over the Drake Passage for certain Antarctica expeditions and higher fuel costs;

and (iii) increased general and administrative costs primarily due to higher personnel costs, employee retention tax credits received in the prior year, and strategic growth investments, partially offset by decreased stock-based compensation expense.

Comparison of Three and Six Months Ended June 30, 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 March 31,

For the three months ended June 30,

For the six months ended June 30,

Tour Revenues

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.

Tour revenues for the three months ended Jun e 30, 2026 increased $13.1 million, or 23 % , to $ 70.0 million compared to $56.9 million for the three months ended June 30, 2025.

Of the $ 13.1 m illion increase, $8.3 million is related to a 13% increase in the number of guests traveled and $4.8 million is related to an 8% increase in revenue per guest as compared to the prior year period due to changes in itineraries, destinations and pricing.

Tour revenues for the six months ended June 30, 2026 increased $20.0 million, or 19 % , to $ 125.5 million compared to $105.5 million for the six months ended June 30, 2025.

Of the $ 20.0 m illion increa se, $10.7 milli on is related to a 10% increase in revenue per guest as compared to the prior year period due to changes in itineraries, destinations and pricing and $9.3 million of the increase was due to an 8% increase in the number of guests traveled.

Operating Income

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.

Operating income for the three months ended June 30, 2026 was $ 8.1 million compared to $6.5 million for the t hree months ended June 30, 2025, as the increase in tour revenue was partially offset by higher operating and personnel costs, in part due to employee retention tax credits received in the prior year, and higher marketing spend to drive future growth.

Operating income for the six months ended June 30, 2026 was $ 13.2 million c ompared to $8.7 million for th e six months ended June 30, 2025, as the increase in tour revenue was partially offset by higher operating and personnel costs, in part due to employee retention tax credits received in the prior year, and higher marketing spend to drive future growth.

Adjusted EBITDA

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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.

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

For the three months ended March 31,

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

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Net income (loss)

Interest expense, net

Income tax benefit

Income tax provision (benefit)

Depreciation and amortization

3 unchanged sentences

Reorganization costs

Other (income) expense

Other expense (income)

Adjusted EBITDA

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

Reconciliation of Operating Income to Adjusted EBITDA — Segments

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

Lindblad Segment

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Operating income

Operating income (loss)

Depreciation and amortization

4 unchanged sentences

Land Experiences Segment

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

5 unchanged sentences

Liquidity and Capital Resources

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.

As of June 30, 2026, we ha d $ 318.9 million in unrestricted cash and cash equivalents and $ 46.0 m illion in restricted cash primarily related to deposits on future travel originating from U.S.

ports and credit card reserves.

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

As of June 30, 2026, we had $675.0 mi llion 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 .

Sources and Uses of Cash for the Six Months Ended June 30, 2026 and 2025

Net cash provided by operating activities was $108.5 million for the six months ended June 30, 2026 comp ared to $77.6 million for the same period in 2025.

The $30.9 million increase is primarily due to higher guest deposits for future bookings and improved operating results.

Net cash used in investing activities was $14.9 million for the six months ended June 30, 2026 compare d to $44.7 m illion used during the same period in 2025.

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

Net cash used in financing activities was $18.5 million for the six months ended June 30, 2026 compared t o $1.4 million for the same period in 2025.

2026 included $ 19.8 million for the additional 5% ownership of Natural Habitat and the additional 9.9% ownership of Classic Journeys related to the put of the redeemable noncontrolling interests and $4.6 million related to income tax withholdings for stock-based compensation, partially offset by $6.6 million for proceeds on the exercise of options, while 2025 included income tax withholdings for stock-based compensation .

Funding Sources

5 unchanged sentences

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.

As of June 30, 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.

1 unchanged sentence

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

As of June 30, 2026, we were in compliance with the covenants currently in effect.

Preferred 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.

On February 3, 2026, we caused the mandatory 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.

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 notice to holders that we were exercising our right, pursuant to the terms of the Certificate of Designations of the Preferred Stock, to effect a mandatory conversion of all of the shares of Preferred Stock on February 3, 2026.

Funding Needs

2 unchanged sentences

These advance passenger receipts remain a current liability until the expedition date, and the cash generated from these advance receipts is used interchangeably with cash on hand from other cash from operations.

The cash received as advanced receipts can be used to fund operating expenses for the applicable future expeditions or otherwise, pay down debt, make long-term investments or any other use of cash.

The cash received as advance receipts can be used to fund operating expenses for the applicable future expeditions or otherwise, pay down debt, make long-term investments or any other use of cash.

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

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.

As of June 30, 2026, we had a working capital deficit of $82.1 million, and as of December 31, 2025, we had a working ca pital deficit of $93.7 million.

Critical Accounting Policies

3 unchanged sentences

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