LIND 10-K & 10-Q changes, risk factors and insider trading

Events and conditions around the world, including geopolitical events, war and other military actions, such as the civil unrest in Ecuador, the Israel-Hamas war, the ongoing conflict between Russia and Ukraine,actions or other events impacting the ability or desire of people to travel, have led, and may in the future lead, to a decline in demand for expedition travel.

We have been, and may continue to be, impacted by the public’s concerns regarding the health, safety and security of travel, including government travel advisories and travel restrictions, political instability and civil unrest, terrorist attacks, war and military action, mostsuch recently the civil unrest in Ecuador, the war between Israel and Hamas,as the continuing conflict resulting from the Russian invasion of Ukraine, and other general concerns. The invasionresulting impacts of Ukrainethese and its resulting impacts,events, including supply chain disruptions, increased fuel pricesprices, impact on demand and international sanctions and other measures that have been imposed, have adversely affected, and may continue to adversely affect, our business. Additionally, we have been, and may continue to be, impacted by heightened regulations around customs and border control, travel bans to and from certain geographical areas, voluntary changes to our itineraries in light of geopolitical events, government policies increasing the difficulty of travel and limitations on issuing international travel visas. Any of these factors could lead to a reduction in the demand for expedition travel, which would negatively impact our business.

Adverse worldwide economic, geopolitical or othereconomic conditions could reduce the demand for expedition travel and adversely impact our operating results, cash flows and financial condition.

The demand for travel experiences, including expedition cruises and land-based travel, may be adversely affected by international, national and local economic and geopolitical conditions. In particular, a deterioration in global economic conditions that adversely affects discretionary income and consumer confidence may, in turn, result in decreased bookings, prices and onboard revenues for the expedition and cruise industries. Uncertain economic conditions also impact consumer confidence and pose a risk as vacationers may postpone or reduce discretionary spending. We have been and may continue to be impacted by inflation, higher fuel prices, higher interest rates and supply chain disruptions and may also be impacted by adverse changes in the perceived or actual economic climate, such as global or regional recessions, higher unemployment and underemployment rates and declines in income levels.

The operation and/or use of cruise ships, land tours, port facilities and shore excursions involves the risk of accidents, illnesses, mechanical failures, environmental incidents including oil spills, and other incidents. Such incidents, whether on one of our expeditions or not, may cause guests and potential guests to question their safety, health, security and vacation satisfaction, and could negatively impact our reputation. Incidents involving cruise ships, particularly the safety and security of guests and crew, media coverage thereof, as well as adverse media publicity in general concerning the cruise industry, have previously impacted and could in the future impact demand for our expeditions and pricing in the industry. The considerable expansion in the use of social media over recent years has compounded the potential scope of the negative publicity that could be generated by those incidents. If any such incident occurs during a time of high seasonal demand, the effect could disproportionately impact our results of operations for the year. In addition, incidents involving cruise ships may result in additional costs to our business, including costs related to increasing government or other regulatory oversight. Incidents involving our own fleet may result in litigation.

We face significant competition from other vacation options, adventure travel operators and cruise companies on the basis of pricing, quality, destination, travel advisors’ recommendations, and also in terms of the nature of ships and services we offer to guests. Our competition within the expedition and cruise vacation industries depends on the destination, is fragmented,destination and is primarilyfragmented. comprisedFailure ofto privateprotect operators.and Currently,differentiate weour dobrands notfrom directlycompetitors compete with large cruise vessels. However, large cruise operators have been expanding intothroughout the expeditionvacation cruise market, and in the event they start offering smaller sized vessels to compete directly with us and our itineraries, we would have increased competition and could face pricing pressures by such competitors through discounts or otherwise thatmarket would likely negatively impact the demand for our profitability.offerings.

Expedition sales and/or pricing may be impacted both by the introduction of new ships into the marketplace and by our deployment decisions and our competitors’competitors' deployment decisions. New expedition class ships have been ordered, are under construction, or have already been delivered for our competitors. The growth in capacity from these new ships and future orders, without an increase in the cruise industry’s share of the vacation market, could depress expedition prices and impede our ability to maintain high yields. In addition, to the extent that we or our competitors deploy ships to a particular itinerary, and the resulting capacity in that region exceeds the demand, we may consider pricing adjustments or redeploy to other regions, either of which may result in lower than anticipated profitability. We also cannot predict whether new expeditions and new itineraries that we may offer will be successful. Any of the foregoing could have an adverse impact on our results of operations, cash flows and financial condition.

Our fleet, the port facilities we use, our expedition destinations, and the destinations where we offer land expeditionstrips may be adversely impacted by weather patterns or natural disasters or disruptions, such as hurricanes, earthquakes and changes in ice floes.floes, and climate change is expected to increase the frequency and intensity of certain adverse weather patterns. From time to time, we may be forced to alter itineraries or cancel expeditions due to these or other factors, which could negatively impact our sales and profitability. Additionally, substantial changes to historical weather patterns, whether caused by climate change or other factors, including changing temperature levels, changing rainfall patterns and changing storm patterns and intensities, could significantly impact our future business. Substantial changes to historical weather patterns could result in significant negative changes to the delicate regions that our expeditions venture, such as rising temperatures in the Arctic region that could accelerate the melting of the polar ice cap or changes to the historical weather patterns in delicate areas such as the Galápagos Islands that impacts its ecosystem and, therefore, potentially impact the viability of various expeditions, such as our polar bear tours.

In order to achieve cost and operational efficiencies, we outsource to third-party vendors certain services that are integral to the operations of our global businesses, such as our onboard concessionaires, certain of our call center operations, guest port services, logistics distribution and operation of a large part of our information technology systems, which aremay also be affected by health pandemics. We are subject to the risk that certain decisions are subject to the control of our third-party service providers and that these decisions may adversely affect our activities. A failure to adequately monitor a third-party service provider’s compliance with a service level agreement or regulatory or legal requirements could result in significant economic and reputational harm to us. There is also a risk the confidentiality, privacy and/or security of data held by third parties or communicated over third-party networks or platforms could become compromised.

We must make substantial capital expenditures to maintain our fleet in good working order.order and continue to be attractive to our guests. Maintenance capital expenditures include those associated with drydocking a vessel or modifying an existing vessel. These expenditures could increase as a result of changes in the cost of labor and materials, customer requirements, increases in our fleet size or the cost of replacement vessels, governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; and competitive standards. In addition, maintenance capital expenditures will vary from quarter to quarter based on the number of vessels drydocked during that quarter. Significant unexpected maintenance capital expenditures could have an adverse impact on our operations.

We operate our business globally and plan to continue to expand our international presence. Operating internationally exposes us to a number of risks, including unstable local economic conditions, volatile local political conditions, potential changes in duties and taxes, including changing interpretations of existing tax laws and regulations,regulations and retaliatory policies, potential changes in local laws, rules and regulations, required compliance with additional laws and policies affecting cruising, vacation or maritime businesses or governing the operations of foreign-based companies, currency fluctuations, interest rate movements, government controlled fuel prices, difficulties in operating under local business environments, U.S. and global anti-bribery laws and regulations, imposition of trade barriers, and restrictions on repatriation of earnings. If we are unable to adequately address these risks, our financial position and results of operations could be adversely affected, including potentially impairing the value of our ships, goodwill and other assets.

Our principal executive offices are located in New York, New York, our principal shoreside operations are located in Seattle, Washington, our shoreside Galápagos’ offices in Ecuador, and our subsidiary operation offices are located in Louisville, Colorado, Bozeman, Montana, Somerville and Watertown, Massachusetts, and La Jolla, California. We also lease office space, land and camps in Tanzania.Tanzania and Kenya. Actual or threatened natural disasters (e.g., hurricanes, earthquakes, tornadoes, fires, and floods), terrorist attacks, or other similar disruptive events in these locations may have a material impact on our business continuity, reputation and results of operations. In addition, substantial or repeated information systems failures, computer viruses or cyber-attacks impacting our shoreside or shipboard operations could adversely impact our business. We carry business interruption insurance to transfer standard insurable risks for our shoreside operations and cyber liability for our information systems. Any losses or damages incurred by us in excess of our insurance coverage could have an adverse impact on our results of operations.

In addition, we have ship maintenance contracts, charter agreements and tour contracts, and may have ship construction contracts in the future, that are denominated in currencies other than the U.S. dollar. We have entered into, and may enter into in the future, forward contracts and/or options to manage a portion of the currency risk associated with these contracts, and we are or may be exposed to fluctuations in the exchange rates for the portions of the contracts that have not been hedged. Additionally, if a shipyard or vendor is unable to perform under such a contract, any foreign currency forward contracts that were entered into to manage the currency risk would need to be terminated. Termination of any such contracts could result in a significant loss.

We may also be unable recruit, develop, and retain qualified shipboard personnel who need to live away from home for extended periods of time and other qualified employees, which may adversely impact our business operations, guest services and satisfaction. We hire a significant number of qualified shipboard personnel each year and, thus, our ability to adequately recruit, develop and retain these individuals is critical to our success. Incidents involving cruise ships, including isolated health infections that could result in potential outbreaks on our ships, and the related adverse media publicity, and adverse economic conditions that negatively affect our profitability could negatively impact our ability to recruit, develop, and retain sufficient qualified shipboard personnel. In addition, in general, the United States is experiencing a labor shortage and our ability to attract, recruit, develop, and retain qualified personnel is more difficult, and any shortage of qualified employees could adversely impact our business and operations.

We rely heavily on the proper functioning and availability of our information systems for our operations as well as for providing services to our customers. Our information systems, including our accounting, communications and data processing systems, as well as our maritime and/or shoreside operations, are integral to the efficient operation of our business. It is critical that the data processed by these systems remain confidential, as it often includes competitive customer information, confidential customer personally identifiable information and transaction data, employee records and key financial and operational plans, results and statistics. The sophistication of efforts by hackers, foreign governments, cyber-terrorists, and cyber-criminals, acting individually or in coordinated groups, to launch distributed denial of service attacks or other coordinated attacks that may cause service outages, gain inappropriate or block legitimate access to systems or information, or result in other business interruptions has continued to increase in recent years. We utilize third-party service providers who have access to our systems and certain sensitive data, which exposes us to additional security risks, particularly given the complex and evolving laws and regulations regarding privacy and data protection. Cyber incidents that impact the security, availability, reliability, speed, accuracy or other proper functioning of our systems, information and measures, including outages, computer viruses, break-ins and similar disruptions, could have a significant impact on our operations. We also use some artificial intelligence (AI) solutions for certain sales, back office, administrative and other functions. The use of AI by us and/or our business partners creates the risk for the potential loss or misuse of personal data or the dissemination of confidential information, either of which may result in significantly increased business and security costs, a damaged reputation, administrative penalties, or costs related to defending legal claims Although our information systems are protected through physical and software safeguards, as well as redundant systems, network security measures and backup systems, it is difficult to fully protect against the possibility of power loss, telecommunications failures, cyber-attacks, and other cyber incidents in every potential circumstance that may arise. A significant cyber incident, including system failure, security breach, disruption by malware or ransomware, or other damage, could interrupt or delay our operations, damage our reputation and brand, cause a loss of customers, expose us to a risk of loss or litigation, result in regulatory scrutiny, investigations, actions, fines or penalties and/or cause us to incur significant time and expense to remedy such an event, any of which could have a material adverse impact on our results of operations and financial position. Furthermore, any failure to comply with data privacy, security or other laws and regulations could result in claims, legal or regulatory proceedings, inquiries or investigations. As cyber threats are continually evolving, our controls and procedures may become inadequate, and we may be required to devote additional resources to modifying or enhancing our systems in the future. Furthermore, while we maintain insurance intended to address costs associated with aspects of cyber incidents, network failures and data privacy-related concerns, our coverage may not sufficiently cover all types of losses or claims that may arise.

The operation of vessels is subject to the requirements of the International Maritime Organization’s International Safety Management Code for the Safe Operation of Ships and Pollution Prevention (“ISM Code”).Code. The ISM Code requires ship owners and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. A failure to comply with the ISM Code may subject us to increased liability, invalidate existing insurance or decrease available insurance coverage for the affected vessels and result in a denial of access to or detention in certain ports, all of which could materially and adversely affect our results of operations and liquidity.

Extensive and changing laws and regulations directly affect the operation of our vessels. These laws and regulations take the form of international conventions and agreements, including the International Maritime OrganizationIMO conventions and regulations and the International Convention for the Safety of Life at Sea,SOLAS, which are applicable to all internationally trading vessels, EU-ETS, which is applicable to certain vessels operating within the European Union countries’ territorial waters, and national, state and local laws and regulations, all of which may be amended from time to time. Under these laws and regulations, various governmental and quasi-governmental agencies and other regulatory authorities may require us to obtain permits, licenses and certificatescertificates, or make payments, in connection with our operations. Some countries in which we operate have laws that restrict the nationality of a vessel’s crew and prior and future ports of call, as well as other considerations relating to particular national interests. Changes in governmental regulations and safety or other equipment standards may require unbudgeted expenditures for alterations or the addition of new equipment for our vessels.

At their respectivethe maturity dates,date, the entire outstanding principal amount of our $360.0$675.0 million 6.75%7.00% Notes due 2027 and our $275.0 million 9.00% Notes due 2028, together2030, with accrued and unpaid interest, if any, will become due and payable. We may not have the funds to fulfill these obligations or the ability to renegotiate these obligations. If, upon the maturity date, other arrangements prohibit us from repaying the outstanding notes, we could try to obtain waivers of such prohibitions from the lenders and holders under those arrangements, or we could attempt to refinance the borrowings that contain the restrictions. In these circumstances, if we were not able to obtain such waivers or refinance these borrowings, we would be unable to repay the outstanding notes. If this occurs, we would be in default under the instruments governing our indebtedness, the lenders or holders, as applicable, could exercise their rights as described above, and we could be forced into bankruptcy or liquidation.

We currently operate a fleet of 12 owned expedition ships and seven10 seasonal charter vessels (with several other vessels contracted for future expeditions) under the Lindblad Expeditions, LLC. (“Lindblad”) brand. Each expedition ship is fully equipped with state-of-the-art tools for in-depth explorationexploration, 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 (“National Geographic”) 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 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.

Thomson Group, consisting of Wineland-Thomson Adventures, LLC (“Thomson Family Adventures”), Thomson Safaris Ltd (“Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), andThomson theSafaris NgorongoroLtd lodge(“Thomson Safaris Tanzania”), and farm under the Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”), provides global custom and private tours, family travel experiences, socially responsible and positively impactful light-treading Tanzanianadventures in East Africa. They specialize in immersive safaris withfeaturing an exclusive system of camps and expert local wildlife guides; providingthey exceptionalprovide insight,high-end treks to the summit of Kilimanjaro, the Roof of Africa, with 30 years of experienceAfrica; and aoffer commitmentluxurious to environmental and social responsibility, and high-end lodgingstays at the award-winning Gibb’s Farm, an 80-acre sanctuary located near the Ngorongoro Crater. 45 years of experience and a commitment to environmental and social responsibility make every adventure exceptional.

2024 Highlights

During April 2024, we increased our ownership of Natural Habitat from 80.1% to 90.1% for $15.2 million, as Mr. Bressler, President of Natural Habitat, exercised a portion of his put option, and increased our ownership of DuVine from 70% to 75% for $1.5 million, by exercising a portion of our call option on DuVine, During June 2024, we announced an agreement and onOn January 9, 2025, we completed the acquisition of Torcatt Enterprises Limitada, a holding company that owns and operates two vessels in the Galápagos Islands, for $17.0$16.0 million.million in cash. The acquisition expandsexpanded our vesselsfleet and guest capacity in one of our core markets.

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

Traditionally, our Lindblad brand tour revenues are mildly seasonal, historically larger in the first and third quarters. The seasonality of our operating results fluctuates due to our vessels being taken out of service for scheduled maintenance or drydocking, which is typically during nonpeaknon-peak demand periods, in the second and fourth quarters. Our drydock schedules are subject to cost and timing differences from year-to-year due to the availability of shipyards for certain work, drydock locations based on ship itineraries, operating conditions experienced especially in the polar regions and the applicable regulations of class societies in the maritime industry, which require more extensive reviews periodically. 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 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.

For a comparison of our results from operations for the years ended December 31, 20232024 and 2022,2023, see “Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023,2024, filed with the SEC on MarchFebruary 6,28, 2024.2025.

Selected results for our segments for the years ended December 31, 2024,2025, 20232024 and 20222023 are below. Percentages that are not meaningful to the change are noted as NM in the table. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

TheReconciliation followingof tablesSegment outlineOperating the reconciliation for each segment from operating incomeIncome (lossLoss) to Adjusted EBITDA:

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

Tour revenues for the year ended December 31, 20242025 increased $25.9$72.3 million, or 17%, to $423.3$495.6 million compared to $397.4$423.3 million for the year ended December 31, 2023.2024. Of the $25.9$72.3 million increase, $17.8$57.8 million is related to a 4%13% increase in guest nights sold and $8.1$14.5 million is related to a 2%3% increase in revenue per guest nights sold as compared to the prior year period. Net yield per available guest night increased 7%14% to $1,170,$1,335, from $1,097$1,170 in 2023,2024, reflecting higher pricing and a one-percentageten-percentage point increase in occupancy compared with 2023.2024.

Operating LossIncome

We incurredgenerated operating income of $7.1 million for the year ended December 31, 2025 compared to an operating loss of $2.9 million for the year ended December 31, 20242024. comparedThe to a loss of $8.7$10.0 million for the year ended December 31, 2023. The $5.8 million decreaseincrease in operating lossincome was due primarily to the increased revenue, partially offset by higher operating expenses, primarily due to expenses associated with increased revenue, including $21.6 million in higher sales and marketing costs driven by increased royalties associated with the new National Geographic agreement and increased commission expense, and higher marketing spend to drive future booking growth, and$3.5 million higher general and administrative costs,costs driven by higher stock-based compensation expense and $8.5 million increased personnel costs, higher credit card commissionsdepreciation due to capital expenditures on our vessels, the revenueaddition of the National Geographic Defina and bookingsNational growth,Geographic transaction-relatedGemini coststo our fleet and aaccelerated legaldepreciation settlement.on the National Geographic Sea Bird and the National Geographic Sea Lion.

Comparison of Years Ended December 31, 2025 and 2024 to December 31, 2023

Tour revenues for the year ended December 31, 20242025 increased $49.3$54.0 million, or 29%,24%, to $275.4 million compared to $221.4 million compared to $172.1 million in 2023,2024, primarily asdue a result ofto operating additional trips, higher pricing, and higherinclusion pricing.of 2024the alsofull includesyear of the results of Thomson GroupGroup, sinceacquired its acquisition onin July 31, 2024. Of the $49.3$54.0 million increase, $19.6$39.0 million is due to ana 11%16% increase in guests traveled, and $15.0 million is related to a 7% increase in average revenue per guest, which is a combination of pricing increases and changes to trip and tour itinerary mix, and $13.6 million is related to a 7% increase in guests traveled for the continuing operations.mixes.

Operating income increased $5.2$13.9 million, or 27%,57%, to $24.5$38.4 million for the year ended December 31, 20242025 compared to $19.3$24.5 million in 2023.2024. The increase was driven by higher revenuesrevenues, fromincluding the existingfull businesses, the inclusionyear of the results of Thomson GroupGroup, sinceacquired itsin acquisition,July 2024, partially offset by $26.8 million higher operating and personnel costs related to operating additional departures, and $6.1 million higher marketing spend to drive future growth, higher credit card commissions related to revenue growth and transaction-related costs.growth.

As of December 31, 2024,2025, we had $183.9$289.7 million in cash and cash equivalents, including $32.2$33.0 million in restricted cash, which is primarily related to deposits on future travel originating from U.S. ports and credit card reserves. As of December 31, 2024,2025, we had $635.0$675.0 million in long-term debt obligations, including thean insignificant current portion of long-term debt, which is insignificant.portion.

Net cash provided by operating activities was $92.4$111.6 million in 20242025 compared to $25.4$92.4 million cash used in operations in 2023.2024. The $67.0$19.2 million increase was primarily due to higher guest deposits for future traveltravel, improved operating results, and increasedchanges in accounts payable, accrued expenses and prepaid expenses, due primarily to the timing of operating results.expense payments.

Net cash provided by financing activities was $29.6 million in 2025 compared to $19.8 million cash used by financing activities wasin $19.82024. 2025 primarily included the issuance of $675.0 million inof 20247.00% comparedsenior secured notes, which were used mainly to $60.7repay millionour prior senior secured notes, and cash providedreceived byfrom financingthe activitiesexercise inof 2023.options and income tax withholdings for stock-based compensation, while 2024 primarily included expenditures for the acquisition of an additional 9.95% of Natural Habitat and 5% of DuVine related to the respective puts and calls of the redeemable non-controlling interests, and income tax withholdings for stock-based compensation. 2023 primarily included the issuance of $275.0 million of 9.00% senior secured notes which were used mainly to repay our prior Export Credit Agreements.

On FebruaryAugust 4,20, 2022,2025, we enteredamended intoour asenior secured revolving credit facility,facility which(the includes“Revolving anCredit Facility”), increasing the aggregate principal amount of commitments provided from $45.0 million maturingto $60.0 million, extending the maturity date from February 2027,2027 includingto aAugust 2030, and increasing the letter of credit sub-facility infrom an$10.0 million to a $15.0 million aggregate principal amountamount. ofThe upobligations tounder $5.0 million (the “Revolving Credit Agreement”).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 facilityRevolving 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. AsWe ofare Decemberrequired 31,to 2024,pay noa 0.5% quarterly commitment fee on undrawn amounts were outstanding under the Revolving Credit Agreement.Facility. As of December 31, 2025, we had no borrowings under the Revolving Credit Facility.

The 6.75% Notes, 9.00%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 6.75% Notes, 9.00%7.00% Notes and Revolving Credit Facility. As of December 31, 2024,2025, we were in compliance with the covenants currently in effect.

On August 31, 2020, we sold and issued 85,000 shares of Series A Redeemable Convertible Preferred Stock, par value of $0.0001, (“Preferred Stock”) for $1,000 per share for gross proceeds of $85.0 million. As of December 31, 2024,2025, 62,000 shares of Preferred Stock were outstanding. The Preferred Stock hashad senior and preferential ranking to our common stock. The Preferred Stock iswas 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 maycould be paid-in-kind or be paid in cash at our option. During 2024,2025, we have continued to pay Preferred Stock dividends in-kind. At any time, we may, at our option, convert all, but not less than all, of the Preferred Stock into common stock if the closing price of shares of common stock is at least 150% of the conversion price for 20 out of 30 consecutive trading days. The Preferred Stock iswas convertible at any time, at the holder’s election, into a number of shares of our common stock equal to the quotient obtained by dividing the then-current accrued value by the conversion price of $9.50. At the six-year anniversary of the closing date, each investor has the right to request that we repurchase their Preferred Stock, and any Preferred Stock not requested to be repurchased shall be converted into our common shares equal to the quotient obtained by dividing the then-current accrued value by the conversion price. During the year ended December 31, 2022, 18,000 shares of Preferred Stock and related accumulated dividends were converted by the holders into 2,109,561 shares of our common stock. As of December 31, 2024, the outstanding Preferred Stock and related accumulated dividends could be converted into approximately 8.4 million shares of our common stock.

OurWe Board of Directors approvedmaintain a $35.0 million stock repurchase plan (“Repurchase Plan”) in November 2015 and increased the repurchase plan to $35.0 million in November 2016. The Repurchase Planthat authorizes us to purchase from time to time our outstanding common stock. Any shares purchased will be retired. The Repurchase Plan has no time deadline and will continue until otherwise modified or terminated at the sole discretion of our Board of Directors at any time. These repurchases exclude shares repurchased to settle statutory employee tax withholding related to the exercise of stock options and vesting of stock awards. We have cumulatively repurchased 875,218 shares of common stock for $8.3 million and 6,011,926 previously outstanding warrants for $14.7 million, since plan inception. All repurchases were made using cash resources. The balance for the Repurchase Plan was $12.0 million as of December 31, 2024.2025. No shares were repurchased under the Repurchase Plan during 2024.2025.

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-fiveThe (Thomson Group has more than 45) years of experience providing travel experiences in East Africa and maintains a commitmentfocus toon environmental and social responsibility make every adventure exceptional.responsibility.

First Quarter2026 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 a potential $88.0 million if we were required to repurchase all of the Preferred Stock at maturity.

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

Our consolidated results for the three and six months ended MarchJune 31,30, 2026 and 2025 are set forth below. Percentages that are not meaningful to the change are noted as NM in the table.

Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 and 2025 — Consolidated

Tour revenues for the three months ended MarchJune 31,30, 2026 increased $28.3$31.3 million, or 16%,19%, to $208.0$199.2 million, compared to $179.7$167.9 million for the three months ended MarchJune 31,30, 2025. Of the $28.3$31.3 million increase, we realized a $16.1$28.1 million increasewas due to aan 12%18% increase in guest nights sold at the Lindblad segment and a $12.213% 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.

Total cost of tours for the three months ended MarchJune 31,30, 2026 increased $13.9$11.2 million, or 15%,12%, to $106.7$102.6 million, compared to $92.8$91.4 million for the three months ended MarchJune 31,30, 2025, primarily due to operating additional voyages and trips, higher fuel cost and increased operating costs, includingother operating additional guest flights over the Drake Passage to Antarctica.costs.

General and administrative expenses for the three months ended MarchJune 31,30, 2026 decreasedincreased $0.7$3.1 million, or 2%,10%, to $32.0$34.2 million, compared to $32.7$31.1 million for the three months ended MarchJune 31,30, 2025. The decreaseincrease 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.

Selling and marketing expenses for the three months ended MarchJune 31,30, 2026 increased $7.7$5.6 million, or 27%,21%, to $35.9$32.0 million, compared to $28.2$26.4 million for the three months ended MarchJune 31,30, 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 expenses for the three months ended MarchJune 31,30, 2026 increased $2.4$3.8 million, or 16%,26%, to $17.7$18.5 million, compared to $15.3$14.7 million for the three months ended MarchJune 31,30, 2025. The increase was primarily related to depreciation of assets placed into service to support our vessel fleet.fleet and accelerated depreciation on the National Geographic Sea Bird and National Geographic Sea Lion related to their planned retirement.

Other Income (Expense)

Other expense for the three months ended MarchJune 31,30, 2026,2026 decreasedwas $0.3$10.9 millionmillion, compared to an expense of $10.8 million from an expense of $11.1 million for the three months ended MarchJune 31,30, 2025.2025, as $1.1 million in lower interest expense on our corporate debt facilities was offset by a loss on foreign exchange.

Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 and 2025 at the Lindblad Segment

Tour revenues for the three months ended MarchJune 31,30, 2026 increased $21.4$18.2 million, or 16%, to $152.5$129.2 million, compared to $131.1$111.0 million for the three months ended MarchJune 31,30, 2025. Of the $21.4$18.2 million increase, $15.8$19.8 million is related to aan 12%18% increase in guest nights soldsold, andpartially $5.6offset by a $1.6 million isdecrease related to a 4%1% increasedecrease in revenue per guest nights sold as compared to the prior year period. Net yield per available guest night increased 7%4% to $1,631$1,294 from $1,521$1,241 in 2025, reflecting the higher pricing and a 4-basis5-percentage point increase in occupancy to 93%91% for 2026 compared with the same period in 2025.

Operating income was $10.6$3.9 million for the three months ended MarchJune 31,30, 2026, an increase of $2.2$5.9 million compared to $8.4a loss of $2.1 million for the three months ended MarchJune 31,30, 2025, asprimarily thedue increaseto inincreased tour revenues wasduring the period, partially offset by higher operating expenses. Operating expenses were impacted by (i) higher cost of tours relatedassociated towith an increase ofadditional voyages and operatingincreased additionalfuel guestcosts; charter flights over the Drake Passage for certain Antarctica expeditions,(ii) higher sales and marketing costs,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,growth; partiallyand offset(iii) by lowerincreased general and administrative costs primarily due to decreased stock-based compensation expense and lowerhigher personnel costs, employee retention tax credits received in the prior year and strategic growth investments, partially offset by increaseddecreased informationstock-based technologycompensation costs, higher legal and consulting expenses.expense.

Comparison of Three and Six Months Ended MarchJune 31,30, 2026 and 2025 at the Land Experiences Segment

Tour revenues for the three months ended MarchJune 31,30, 2026 increased $6.9$13.1 million, or 14%,23%, to $55.5$70.0 million compared to $48.6$56.9 million for the three months ended MarchJune 31,30, 2025. Of the $6.9$13.1 million increase, $6.6$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 a changechanges in itineraries, destinations and pricing, and $0.3 million of the increase was due to an increase in the number of guests traveled.pricing.

Operating income for the three months ended MarchJune 31,30, 2026 was $5.1$8.1 million compared to $2.2$6.5 million for the three months ended MarchJune 31,30, 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.

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

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

As of MarchJune 31,30, 2026, the Companywe had $275.0$318.9 million in unrestricted cash and cash equivalents and $46.1$46.0 million in restricted cash primarily related to deposits on future travel originating from U.S. ports and credit card reserves.

As of MarchJune 31,30, 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 ThreeSix Months Ended MarchJune 31,30, 2026 and 2025

Net cash provided by operating activities was $49.5$108.5 million for the threesix months ended MarchJune 31,30, 2026 compared to $48.4$77.6 million for the same period in 2025. The $1.1$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 $6.9$14.9 million for the threesix months ended MarchJune 31,30, 2026 compared to $29.0$44.7 million in cash used in investing activities during the same period in 2025. 2026 primarily included capital expenditures on our vessels, while 2025 primarilyincluded includedcapital expenditures on our vessels and the acquisition of Torcatt Enterprises Limitada and capital expenditures on our vessels.Limitada.

Net cash used in financing activities was $11.2$18.5 million for the threesix months ended MarchJune 31,30, 2026 compared to $0.3$1.4 million for the same period in 2025. 2026 primarily included $16.6$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,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 primarily included income tax withholdings for stock-based compensation.

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 MarchJune 31,30, 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.

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 MarchJune 31,30, 2026, we were in compliance with the covenants currently in effect.

On February 3, 20262026, 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 notice to holders that we intendedwere to exerciseexercising our right, pursuant to the terms of the Certificate of Designations of the Preferred StockStock, to effect a mandatory conversion of all of the shares of Preferred Stock.Stock on February 3, 2026.

We generally rely on a combination of cash flows provided by operations and the incurrence of additional debt to fund obligations. A vast majority of guest ticket receipts are collected in advance of the applicable expedition date. 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 advancedadvance 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 MarchJune 31,30, 2026, we had a working capital deficit of $88.4$82.1 million, and as of December 31, 2025, we had a working capital deficit of $93.7 million.