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

We are vulnerable to deterioration in general economic conditions.conditions and geopolitical uncertainty. Our business is particularly sensitive to fluctuations in general economic conditions in the United StatesU.S. and other global markets in which we operate. A decline in global or regional economic conditions, or consumers’ fears that economic conditions will decline, whether due to fluctuations in inflation, interest rates, currency exchange rates, or other economic, pandemic,economic or geopolitical uncertainties, travel disruptions, unemployment,pandemics, employment and unemployment rates, fluctuations in stock markets, the impacts of trade policies including tariffs, contraction of credit availability, or other dynamic factors, could cause a decline in consumer spending, in particular on leisure travel and related attractions. TradeConsumer tensionspreferences ortend restrictionsto shift to lower-cost alternatives during periods of economic recession and other periods in which disposable income is adversely affected which could result in lower revenue from reduced discretionary spending by guests on freeleisure trade, including the recent escalation in tariffs following the U.S. presidential and congressional elections, could exacerbate these effects.travel. Additionally, during periods of high inflation and associated elevated interest rates, our operating expenses and interest expense on our variable rate debt will increase. Additional impacts of these macroeconomic developments on our operations cannot be predicted with certainty and deterioration in general economic conditions could materially and adversely affect our business, financial condition, and results of operations.

The seasonality of our business makes us particularly sensitive to adverse events during peak periods. The peak activity for our business is during the summer months, as the vast majority of our revenue is earned in the second and third quarters. If adverse events or conditions occur during these peak periods, including natural disasters such as forest fires and/or smoke,wildfires, hurricanes, andor volcanoes,volcanic eruptions, or similar events which render our properties unusable or otherwise deter traffic to locations where our properties are situated, our results of operations could be materially and adversely affected. For example, on July 22, 2024, Jasper National Park was closed and evacuated due to wildfire activity,activity. and a wildfire entered the Jasper townsite on July 24, 2024. Although all of our hotels and attractions in Jasper were not reached by the wildfire and remain intact except for our Wilderness Kitchen, thisThis incident had a negative effect on visitation to our lodging properties in Jasper National Park as well as the Maligne Lake Cruise and the Columbia Icefield attractions (including the Columbia Icefield Adventure and Columbia Icefield Skywalk) during the peak 2024 tourist season in Jasper National Park and, depending on the pace and success of recovery and restoration efforts, the incident could continue to have a negative effect on visitation to these properties in 2025.Park.

We operate in a highly competitive and dynamic industry. Competition in the attractions and hospitality industry is driven by price and service quality, among other factors. We may be impacted by increases in capacity in the hospitality industry, which may result in capacity growth beyond demand, either globally or for a region, or for a particular itinerary. We compete for guests at our hotels and for customers of our attractions, based primarily on brand name recognition and reputation, location, customer satisfaction, attraction and room rates, quality of service, amenities, quality of accommodations, security, our cancellation policy, and access to preferred ratepreferred-rate hotel inventory. Some of our competitors also have greater financial and marketing resources than we do, which could allow them to reduce their rates, offer greater convenience, services or amenities, build new hotels in direct competition with our existing hotels, improve their properties or expand and improve their marketing efforts, all of which could adversely affect the ability of our hotels to attract prospective guests and materially and adversely affect our revenues and profitability as well as limit or slow our future growth. To the extent competitors seek to gain or retain market presence, including through aggressive underpricing strategies, we may be required to lower our prices and rates to avoid the loss of related business. If we are unable to anticipate and respond as effectively as our competitors to changing business conditions, including new technologies and business models, we could lose market share.share and/or our results of operations could be materially and adversely affected.

Furthermore, our success depends on the strength and continued development of our brand and the effectiveness of our brand strategies. Failure to protect or differentiate our brand from our competitors throughout the attractions and hospitality industry or our inability to meet the challenges presented by the competitive and dynamic environment of our industry could materially and adversely affect our results of operations. Our results of operations may also be adversely affected if we fail to provide satisfactory customer service.

Travel industry disruptions, particularly those affecting the hotel and airline industries, could adversely affect our business. Our business depends largely on the ability and willingness of people to travel. Factors adversely affecting the leisure travel industry, and particularly the airline and hotel industries, generally also adversely affect or otherwise disrupt our business and results of operations. Factors that could adversely affect the travel industry include high or rising fuel prices, lower levels of consumer discretionary spending, domestic or international political and economic instability which could result, among other things, in prolonged and/or hostilities,persistent government shutdowns during our peak operating seasons, acts of terrorism, weather conditions, health epidemics, pandemics and endemics, other health epidemics or emergencies, and airline accidents. For example, our business, operations, and financial results were negatively impacted by dramatically reduced travel and demand for travel-related services resulting from lockdowns and other restrictions related to the COVID-19 pandemic. A decline in travel-related consumer discretionary spend, or the occurrence of other pandemic or geopolitical events or hostilities that affect the availability and pricing of air travel and accommodations, could materially and adversely affect our business and results of operations.

We could be adversely affected by changes in consumer tastes and preferences for recreational activities. The success of our offeringsbusiness depends substantially on consumer tastes and preferences that can change in often unpredictable ways and on our ability to ensure that our offerings meet the changing preferences and expectations of the broad consumer market. We conduct research and analysis before acquiring new properties or attractions and often invest substantial amounts before we learn the extent to which these will earn consumer acceptance. If visitor volumes at our properties were to decline significantly or if new offerings at our attractions do not achieve sufficient consumer acceptance, revenue and margins may decline. Our results of operations may also be adversely affected if we fail to retain long-term customer loyalty or provide satisfactory customer service.

Natural disasters, weather conditions and other catastrophic events could negatively affect our business. The occurrence of catastrophic events ranging from natural disasters (such as hurricanes, fires,wildfires, floods, volcanoes,droughts, tornadoes, volcanic eruptions, and earthquakes), acts of war or terrorism, the effects of climateextreme change,or includingunpredictable anyweather impactconditions ofor global warming,patterns, or the prospect of these events could disrupt our business. ChangesThe ineffects climatesof climate change may increase the frequency and intensity of adverse weather patterns and make certain destinations less desirable.desirable in the future. Such catastrophic events have had, and could in the future have, an adverse impact on our business, which is heavily dependent on the ability and willingness of our guests to travel and/or visit our attractions. Our guests tend to delay or postpone vacations if natural conditions differ from those that typically prevail at competing lodges, resorts, and attractions, and catastrophic events and heightened travel security measures instituted in response to such events could impede the guests’ ability to travel and interrupt our business operations, including damaging our properties. AsFor discussed above,example, the 2024 wildfire activity in Jasper National Park had an adverse impact, and may continue to have an adverse impact,impact on our business and operations.operations during the year ended December 31, 2024.

There is a risk of accidents and other adverse incidents occurring at our hotels or attractions which, along with adverse publicity concerning the same, may reduce attendance and negatively impact our operations. Our brand and our reputation are among our most important assets. Our ability to attract and retain customers depends, in part, upon the external perceptions of the Company, the quality and safety of our hotels and attractions and our corporate and management integrity. While we carefully maintain the safety of our attractions, there are inherent risks involved with certain of these attractions. An accident or an injury at any of our hotels or attractions, particularly an accident or injury involving the safety of guests and employees, could negatively impact our brand or reputation, cause loss of consumer confidence, reduce attendance at our properties, and negatively impact our results of operations. For example, there was an accident in July 2020 at our Columbia Icefield Adventure attraction, which involved one of our off-road Ice Explorers and resulted in three fatalities and other serious injuries. In addition, unfavorable media attention, or negative publicity, in the wake of any catastrophic eventaccident or accidentother adverse incident could damage our reputation or reduce the demand for our services. The continued expansion in the use and influence of social media has compounded the potential scope of negative publicity that could be generated,generated. The occurrence of any accident or other adverse incident could also lead to litigation or governmental investigations, or damage our reputation. If the conditions arising from such events persist or worsen, they could materially and adversely affect our results of operations and financial condition.

OurIn financialaddition, covenantsour ability to execute on our strategy depends in substantial part on the availability of adequate borrowings on favorable terms, including under our revolving credit facility, could limit our operational and financial flexibility and make us more vulnerable to adverse economic conditions. On January 3, 2025, we entered into a Credit Agreement (the “2025 Credit Facility”), which includes a $200 million revolving credit facility (the “2025 Revolving Credit Facility”). and any potential future indebtedness. Our ability to draw on our 2025 Revolving Credit Facility depends on our ability to meetremain in compliance with certain financial covenants.covenants Thiswhich exposesis ussubject, in part, to various risks, uncertainties, and events beyond our control, including but not limited to the impact of adverse economic conditions (including fluctuations in inflation and interest rates or a recession), public health crises, and other factors described herein. The terms of any future indebtedness we may incur may include similar, or potentially more restrictive, financial covenants. If we are unable to maintain compliance with theseour current or future financial covenants, our lenders may exercise remedies against us, including the acceleration of any outstanding indebtedness on our 2025 Revolving Credit Facility.indebtedness. Under this circumstance, we might not have sufficient funds or other resources to satisfy all of our obligations, which could materially and adversely affect our business and results of operations.

New capital projects, including hotel and attraction development, acquisition, expansion, repositioning, and rebranding will be subject to risks and may not be commercially successful. As part of our strategy, we intend to become a leading attractions and hospitality company through our Refresh, Build, Buy initiatives. As part of these initiatives, from time to time, we pursue capital projects in order to enhanceenhance, expand, and expandelevate our business, as well as other efforts to upgrade and update some of our offerings. We may develop, acquire, expand, reposition, or rebrand our offerings from time to time as suitable opportunities arise, taking into consideration general economic conditions. Capital projects are subject to a number of risks, including the failure to achieve established financial and strategic goals. To the extent that we decide to develop, acquire, expand, reposition, or rebrand hotels and attractions, we could be subject to risks associated with, among others, construction delays or cost overruns, including due to inflationary pressures or changes in foreign exchange rates; receipt of zoning, occupancy, and other required governmental permits and authorizations; strikes or other labor issues; development costs incurred for projects that are not pursued to completion; investment of substantial capital without, in the case of developed or repositioned hotels and attractions, immediate corresponding income; and changes in tax laws or regulations that may increase project costs. Moreover, because of the nature of our business, properties, and assets, we may be subject to goodwill impairment, which could be significant. For example, our Flyover attractionsAttractions are all considered one reporting unit and goodwill is assigned to, and tested at, the reporting unit level. As a result of our mostprior recentyear long-lived assets and goodwill impairment analysis performed as of October 31, 2024, we determined that the carrying value of certain assets at our Las Vegas Flyover attraction asset group were not recoverable and were in excess of fair valuevalue, and we recorded asset impairment charges of $27.5 million. Additionally, we recorded a non-cash goodwill impairment charge of $14.0 million associated with our Flyover attractionsAttractions reporting unit. On January 21, 2026, we announced the Flyover Attractions Sale. See Note 21 – Subsequent Event to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information. Significant reductions in Flyover’s expected future revenue, operating income, or cash flow forecasts and projections, or changes in macroeconomic facts and circumstances, particularly fluctuations in inflation and interest rates, may result in additional impairment charges in the future. As a result of the foregoing, our business results could be materially and adversely affected.

We may not be able to fund capital expenditures, accurately identify the need for,for or anticipate the timing of,of certain capital expenditures, or effectively deploy capital in line with our strategic objectives, which may adversely impact our business. We routinely expend capital to maintain and renovate our properties in order to remain competitive, maintain the value and brand standards of our properties, and comply with applicable laws and regulations. We cannot always predict where and when capital will need to be expended in a given year, and capital expenditures can increase due to circumstances beyond our control. Our ability to fund capital expenditures will depend on our ability to generate sufficient cash flow from operations and/or to borrow from third parties in the debt market, and/or raise additional capital in the equity market. We cannot provide assurances that our operations will be able to generate sufficient cash flow to fund such capital expenditures or that cash flows generated will be allocated to fund capital expenditures, or that we will be able to obtain sufficient capital from other sources on adequate terms, or at all, especially considering fluctuating interest rates. Our ability to generate cash flow and to obtain third-party financing will depend upon many factors, including our future operating performance; general economic conditions, including interest rates, and economic conditions affecting the attractions and hospitality industries and the capital markets; competition; and legislative and regulatory matters affecting our operations and business. Any inability to generate sufficient cash flows from operations or to obtain adequate third-party financing could cause us to delay or abandon certain projects and/or plans. Our properties require periodic maintenance capital expenditures to maintain their performance and appearance. While some projects are routine and planned to avoid peak periods, others are unpredictable and may arise during busy times. Failing to identify, address, or timely complete critical maintenance could lead to facility closures, especially during peak periods, and negatively impact our results of operations. Additionally, our stated growth objectives depend on our ability to effectively deploy capital in line with our annual capital plans and long-term strategic objectives. Failure to deploy capital effectively or in line with strategic objectives or timelines, which may be subject to governmental or regulatory approvals or permits, may negatively impact our growth objectives.

Completed acquisitions may not perform as anticipated or be integrated as planned. We regularly evaluate and pursue opportunities to acquire businesses that complement, enhance, or expand our current business, or offer growth opportunities. Our acquired businesses or properties might not meet our financial and non-financial expectations or yield anticipated benefits. Our success depends, in part, on our ability to adapt and align controls, policies and procedures, and business cultures across both existing and new geographies; consolidate and streamline operations and infrastructures; identify and eliminate redundant and underperforming operations and assets; manage inefficiencies associated with the integration of operations; and retain the acquired business’s key personnel and customers. Moreover, our acquisition activity may subject us to new regulatory requirements,requirements and distract our senior management and employees, and expose us to unknown liabilities or contingencies that we may fail to identify prior to closing.employees. If we are forced to make changes to our business strategy or if external conditions adversely affect our business operations, such as unfavorable macroeconomic conditions (including fluctuations in inflation, interest rates, and currency exchange rates), it may be difficult for us to accurately forecast revenue, operating income, or cash flow, and we may be required to record impairment charges. Additionally, we may borrow funds to finance strategic acquisitions. Debt leverage resulting from future acquisitions would reduce our debt capacity, increase our interest expense, and limit our ability to capitalize on future business opportunities. Such borrowings may also be subject to fluctuations in interest rates. Any of these risks could materially and adversely affect our business, product and service sales, financial condition, and results of operations.

WeWe, and the third parties with whom we work, rely on information technology to operate our businesses and maintain our competitiveness, and any failure or perceived failure to adapt to technological developments or industry trends could harm our business or competitive position. WeWe, and the third parties with whom we work, depend on the use of sophisticated information technology and systems for central reservations, point of sale, marketing, customer relationship management and communication, procurement, maintaining the privacy of guest and employee data, administration and technologies we make available to our guests. WeWe, and the third parties with whom we work, must continuously improve and upgrade our systems and infrastructure to offer enhanced products, services, features and functionality, while maintaining the reliability and integrity of our systems, network security and infrastructure. WeWe, and the third parties with whom we work, may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as we would like or in a cost-effective manner, which may keep us from achieving the desired results in a timely manner, to the extent anticipated, or at all. Also, we, and the third parties with whom we work, may be unable to devote adequate financial resources to new technologies and systems in the future. If any of these events occur,occur or are perceived to have occurred, our business and financial performance could suffer.

We may not be able to realize the full strategic, financial, operational, and other benefits that are expected to result from the sale of our GESFlyover Business.Attractions. On DecemberJanuary 31,21, 2024,2026, we completedentered into a definitive agreement to sell the saleFlyover of our GES BusinessAttractions to Truelink CapitalBrogent for $535approximately $78.4 million (thein “GES Sale”), consisting of a base purchase price of $510 million,cash, subject to customary adjustmentspost-closing for cash, indebtedness, working capital and transaction expenses, and a deferred purchase price of $25 million payable by Truelink Capital to the Company one year after the closing date.adjustments. We may not be able to realize the full strategic, financial, operational, and other benefits that are expected to result from the transaction, including the deployment of proceeds from the GESFlyover Attractions Sale to fund our growth as a standalone company through strategic investments. Our ability to realize the benefits of the GESFlyover Attractions Sale may be impacted by a number of factors, including, but not limited to: (i) tax carryforward attributes used to offset the gain from the GES Sale may be challenged or adjusted; (ii) the anticipated tax positions of the transaction may not be sustained; (iii) potential litigation relating to the transaction that could be instituted against the Company or its directors; (iv) any negative effects of the transaction on the market price of our common stock and on our operating results; and (v) our ability to retain and hire key personnel and uncertainties arising from leadership changes. In addition, the expected benefits may be delayed or less significant than anticipated. A failure to realize these and other anticipated benefits of the GESFlyover Attractions Sale or effectively utilize the proceeds from the GESFlyover Attractions Sale could have a material adverse impact our business, financial condition, and results of operations.

Conducting business globally may result in increased costs and other risks. 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, a potential shift in public and consumer sentiments against U.S. owned businesses, potential changes in duties and taxes, changing interpretations of existing tax laws and regulations, imposition of withholding taxes on cross border transactions, potential changes in local, state, national and international laws, rules and regulations, currency exchange rate fluctuations, interest rate movements, 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 goodwill and other assets. Operating globally also exposes us to numerous and sometimes conflicting legal and regulatory requirements. Compliance with such laws, regulations and treaties entails significant expense and attention from management, which could adversely affect our operations. New legislation, regulations or treaties, or changes thereto, or interpretations or implementations thereof, especially where such regulations conflict with the regulations in effect in other jurisdictions in which we operate, or changes in circumstances could also affect our operations and may subject us to increased compliance costs in the future. However, we might not be successful in ensuring that our employees, agents, representatives and other third parties with whom we associate throughout the world properly adhere to these laws and regulations. In addition, we are required by various governmental and regulatory agencies to obtain certain permits, licenses and certificates with respect to our operations. Failure by us, our employees or any of these third parties to adhere to our policies or applicable laws or regulations or to obtain or maintain access to any of the required permits, licenses or certificates could result in penalties, sanctions, suspension of operations, other penalties, and damage to our reputation, which could negatively affect our results of operations and cash flows.

We are subject to currency exchange rate fluctuations. We have operations outside of the United States, primarily in Canada and Iceland. During 2024,2025, our international operations in Canada, Iceland, and Costa Rica accounted for approximately 67%71% of our consolidated revenue. Consequently, a significant portion of our business is exposed to currency exchange rate fluctuations. We do not currently hedge equity risk arising from the translation of non-Unitednon-U.S. States denominateddollar-denominated assets and liabilities. Our financial results and capital ratios are sensitive to movements in currency exchange rates because a large portion of our assets, liabilities, revenue, costs, and expenses must be translated into U.S. dollars for reporting purposes. The unrealized gains or losses resulting from the currency translation are included as a component of accumulated other comprehensive income (loss) in our Consolidated Balance Sheets. We also have certain loans and leases in currencies other than the entity’s functional currency, which results in gains or losses as exchange rates fluctuate. As a result, significant fluctuations in currency exchange rates could result in material changes to our results of operations and the net equity position we report in our Consolidated Financial Statements. Trade tensions or restrictions on free trade, including recent escalation in tariffs following the recent U.S. presidential and congressional elections, could exacerbate these effects.

Liabilities relating to prior and discontinued operations may adversely affect our results of operations. We and our predecessors have a corporate history spanning decades and involving diverse businesses. Some of those businesses owned properties and used raw materials that have been, and may continue to be, subject to litigation. Moreover, some of the raw materials used and the waste produced by those businesses have been and are the subject of United StatesU.S. federal and state environmental regulations, including laws enacted under the Comprehensive Environmental Response, Compensation and Liability Act, or its state law counterparts. In addition, we may incur other liabilities resulting from indemnification claims involving previously sold properties and subsidiaries, or obligations under defined benefit plans or other employee plans, as well as claims from past operations of predecessors or their subsidiaries. Although we believe we have adequate reserves and sufficient insurance coverage to cover those potential liabilities, future events or proceedings could render our reserves or insurance protections inadequate, any of which could materially and adversely affect our business and results of operations.

If we lose any of our key personnel, our ability to manage our business and continue our growth could be negatively impacted. Our success, at least in part, depends on the continued contributions of our executive team and key personnel. However, we cannot guarantee that these individuals will remain with us. Finding suitable replacements for our senior executives could be difficult. If one or more of our key personnel were to resign or otherwise terminate employment with us, we could experience operational disruptions. In addition, weWe do not maintain key person insurance on any of our executive employees or key personnel.

Labor shortages could restrict our ability to operate our properties or grow our business or result in increased labor costs that could reduce our profits. Our success depends in large part on the ability to attract, retain, train, manage and engage personnel to manage our hotels and attractions. Our hotels and attractions are staffed around the clock 24/7 by thousands of team members. A significant portion of our seasonal workforce consists of foreign nationals whose ability to work depends on obtaining visas. Factors outside of our control, including, but not limited to, high demand for skilled employees with limited supply, labor shortages, other general inflationary pressures or changes in applicable laws and regulations (including visa and immigration regulations), could make it more difficult for us to attract and retain employees generally and could require us to enhance our wage and benefits packages. Attracting, retaining, training, and managing our team members may require significant efforts on the part of our management team. If we are unable to attract, retain, train, and engage skilled team members, the ability to manage and staff properties adequately could be impaired, which could reduce customer satisfaction and limit our ability to growgrow, expand and expandelevate our business. We may experience challenges hiring for certain on-property and corporate positions due to various factors, such as competition for labor from other industries. We have experienced labor shortages, which have resulted and could continue to result in higher wages and initial hiring costs, increasing our labor costs at our hotels and attractions, which could reduce our revenue and profits.

LawsLaws, regulations, rules, contractual obligations, industry standards, policies and regulationsother relatingobligations related to thedata handlingprivacy ofand personal datasecurity are evolving and could result in increased costs, legal claims, or fines. WeWe, and the third parties with whom we work, store and process theproprietary, confidential, and sensitive data, including personally identifiable information of our customers, employees, and third parties with whom we have business relationships. The legal requirements restricting the way we store, collect, handle, and transfer personal data continue to evolve, and there are an increasing number of authorities issuing privacy laws and regulations. These data privacy laws and regulations are subject to differing interpretations, creating uncertainty and inconsistency across jurisdictions. Our compliance with these myriad requirements could involve making changes in our services, business practices, or internal systems, any of which could increase our costs, lower revenue, or reduce efficiency. Our failure or perceived failure to comply with existing or new rules could result in significant penalties or orders to stop the alleged noncompliant activity, litigation, adverse publicity, or could cause our customers to lose trust in our services.us. In addition, if the third parties we work with violate applicable laws, contractual obligations to us, or suffer a security breach, those violations could also put us in breach of our obligations under privacy laws and regulations. In addition, the costs of maintaining adequate protection against such threats, including insurance protection, as they develop in the future (or as legal requirements related to data security increase) are expected to increase and could be material. Any of these risks could materially and adversely affect our business and results of operations. In the U.S., federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws and other similar laws (e.g., wiretapping laws). Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018 (CCPA) applies to personal data of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of such individuals to exercise certain privacy rights. The CCPA provides fines and allows private litigants affected by certain data breaches to recover significant statutory damages. We are also subject to the Payment Card Industry Data Security Standard (PCI DSS). The PCI DSS requires companies to adopt certain measures to ensure the security of cardholder information, including using and maintaining firewalls, adopting proper password protections for certain devices and software, and restricting data access. Noncompliance with PCI-DSS can result in penalties by credit card companies, litigation, damage to our reputation, and revenue losses.

Changes in federal, state, local, or foreign tax law, interpretations of existing tax law, or agreements or disputes with tax authorities could affect our profitability and financial condition by increasing our tax costs. Our global operations subject us to income taxes (e.g., corporate income, withholding, and other taxes in lieu of corporate income tax) and non-income taxes (e.g., sales, use, value added, goods and services, and payroll taxes) in numerous jurisdictions. Our future tax expenses and liabilities could be affected by changes in tax laws or the interpretation of the tax laws, as well as changes in our business operations. Our future tax expenses could be affected by changes in the composition of earnings in jurisdictions with differing tax rates, changes to our transfer pricing methodologies, changes in the valuation of our deferred tax assets and liabilities, including net operating losses, or changes in determinations regarding the jurisdictions in which we are subject to tax. From time to time, the U.S. federal, state, local, and foreign governments make substantive changes to tax rules and the application thereof. TheLegislative Inflationand Reductiontax Acttreaty changes and the interpretation thereof could result in materially higher corporate taxes than would be incurred under existing or prior tax law or interpretation and could adversely impact profitability. As tax authorities increase their efforts to increase revenue, changes in tax laws and the frequency of 2022tax wasaudits enactedcould increase our future tax liabilities. We are subject to ongoing and periodic audits by the Internal Revenue Service ("IRS") and various state, local, and foreign tax authorities. We believe we have established adequate reserves for potential tax liabilities, but the final amount of taxes, interest and penalties, in Augustconnection 2022with any tax audit, could exceed the amount of such reserves, which could reduce our profits and imposedcash aposition. 15%Furthermore, minimumin corporatecomputing incomeour obligations under tax onlaws, certain corporationsrules and aregulations, 1%we U.S.are federalrequired exciseto take various tax on certain stock buybacksaccounting and similarreporting corporatepositions actions.on complex matters that are not entirely free from doubt and for which we have not received rulings from the governing authorities. Although we believe our tax positions are reasonable, we cannot assure you that the applicable taxing authorities will agree with our positions. The final determination of tax audits could be materially different from our historical tax provisions and accruals, in which case we may be subject to additional tax liabilities, possibly including interest and penalties, which may be material and could adversely affect our business, financial condition and results of operations. Amendments to existing tax laws, rules or regulations or enactment of new unfavorable tax laws, rules or regulations could have an adverse effect on our business and financial performance. For example, CaliforniaU.S. passed a law in 2024 that prevented corporations from utilizing prior yearfederal net operating lossesloss (NOL) carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such NOL carryforwards in a taxable year is limited to offset80% 2024of income.taxable income in such year. Our effective tax rate in the future could be adversely affected by changes to our operations and ownership, changes in the mix of earnings in countries with differing statutory tax rates, the discontinuation of beneficial tax arrangements in certain jurisdictions or the adoption of a global minimum tax rate of 15% as established by the Organization for Economic Co-operation and Development, or Pillar 2 Framework. Moreover, we may become subject to new tax regimes and may be unable to take advantage of favorable tax provisions afforded by current or future laws, rules, or regulations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the consolidated financial statements and related notes. The MD&A is intended to assist in understanding our financial condition and results of operations. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated due to various factors discussed under “Risk Factors,Factors” (Part I, Item 1A of this Form 10-K), “Forward-Looking Statements,Statements” (Page 3 of this Form 10-K), and elsewhere in this 2024Form 10-K. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s Form 10-K.10-K for the year ended December 31, 2024 (“Fiscal 2024”), as filed on March 17, 2025, for a comparison of our Fiscal 2024 results of operations to the results for the year ended December 31, 2023 (“Fiscal 2023”). We provide comparisons of our Fiscal 2024 results to the Fiscal 2023 results when such comparisons would be informative due to reclassifications in presentation in the current year.

We are an attractions and hospitality company that owns and operates a collection of inspiring and unforgettable experiences in iconic destinations in the United States,States (“U.S.”), Canada, Iceland, and Iceland.Costa Rica. Our elevated hospitality experiences include 1517 world-class point-of-interest attractions and 2829 distinctive lodges, along with integrated restaurants, retail and transportation that enable visitors to discover and connect with stunning national parks and renowned global travel locations.

Sale of the GES Business and Viad Corp Transformation into Pursuit

After a strategic review of the Company’s operations, with the goal of increasing shareholder value, Pursuit (formerly known as “Viad Corp”) entered into aan Equity Purchase Agreement with TL Voltron, LLC, a Delaware limited liability company (“Truelink Capital on October 20, 2024”), pursuant to which Truelink Capital agreed to purchase all of the outstanding equity interests held by the Company in its subsidiaries comprising the Company’s former GES Business.Exhibitions Theand aggregateSpiro purchasereportable pricesegments was(the $535“GES million,Business”). consistingDuring Fiscal 2024, the Company completed the sale of athe baseGES purchase price of $510 million, subjectBusiness to customary adjustments for cash, indebtedness, working capital and transaction expenses, and a deferred purchase price of $25 million payable by Truelink Capital to (the Company“GES oneSale”) yearand afterrelaunched theViad closingCorp date.as Pursuit.

On December 31, 2024, in connection with the sale of the GES Business,Sale, we terminated and repaid in full all outstanding obligations (approximately $393 million) due under our previous $500 million credit facility with Bank of America, N.A. as administrative agent (the “2021 Credit Facility”) and all related liens and security interests were terminated, discharged and released. The repayment of the 2021 Credit Facility led to the termination of the related interest rate cap, which managed our exposure to interest rate increases on $300 million in SOFR-based borrowings under the 2021 Credit Facility. Refer toSee Note 13 – Debt and Finance Lease Obligations and Note 1410 – Derivative ofto the Notes to Consolidated Financial Statements (Part II, Item 8 of this 2024 Form 10-K) for furtheradditional information.

OnDuring January 3,Fiscal 2025, we entered into and subsequently amended a Creditcredit Agreementagreement (the “2025 Credit Agreement”), along with Brewsterseveral Inc.,wholly-owned ansubsidiaries Albertaas corporation and a co-borrower.co-borrowers. The 2025 Credit Agreement provides for a $200$300 million revolving credit facility (the “2025 Revolving Credit Facility”), with a maturity of JanuarySeptember 3,25, 2030. Proceeds from the 2025 Revolving Credit Facility willare expected to provide us with additional funds for operations, growth initiatives, acquisitions and other general corporate purposes. ReferSee Note 9 – Debt and Finance Lease Obligations to Note 27 – Subsequent Events of the Notes to Consolidated Financial Statements (Part II, Item 8 of this 2024 Form 10-K) for furtheradditional information.

On July 22, 2024, Jasper National Park was closed and evacuated due to wildfire activity, and a wildfirewildfires entered the Jasper townsite on July 24, 2024. All of ourPursuit’s hotels and attractions in and near the Jasper townsite, as well as our Pyramid Lake Lodge, Miette Mountain Cabins, and Maligne Lake Cruisetownsite were not reached by the wildfirewildfires and remain intact except for ourthe Maligne Canyon Wilderness Kitchen,Kitchen (“Wilderness Kitchen”), a restaurant and retail operation located about three miles outside the town of Jasper. TheIn town of Jasper re-openedaddition to residents and local businesses on August 16, 2024. All of our hotels in Jasper are open. During 2024, we recorded an asset impairment charge of $3.8 million against the net book valueloss of the Wilderness Kitchen.Kitchen, Thisfood lossand isbeverage coveredinventories byat our propertyproperties insurancethroughout the region were spoiled and accordingly,written we recorded an offsetting impairment recovery of $3.8 million.off. We also recordedincurred another impairmentcosts chargerelated ofto $0.6restoration million against intangible assets (trademark and favorable lease) of the Wilderness Kitchen.efforts.

The following table presents total revenue by lines of business for Fiscal 2025, Fiscal 2024, and Fiscal 2023:

Revenue by line of business does not agree to Note 2 – Revenue and Related Contract Liabilities ofto the Notes to Consolidated Financial Statements (Part II, Item 8 of this 2024 Form 10-K) as the amounts in the above table includerepresent management’s methodology for evaluating performance, which includes product revenue from food and beverage and retail operations within each line of business.

Attractions revenue increased $18.0$49.1 million due primarily to a 6.1%12.3% increase in the number of visitorsvisitors, which was impacted by the Jasper wildfires in the prior year, as well as highera 10.1% increase in revenue per attraction visitorvisitor. ofAdditionally, 3.1%.Tabacón Our(acquired Skyin LagoonJuly 2025), the Jasper SkyTram attraction (acquired in IcelandDecember experienced2024), particularlyand strong demand with increased revenue of $9.8 million. Ourour Flyover Chicago attraction (opened in March 2024) contributed combined incremental attractions revenue of $8.5$8.9 million during itsFiscal first year of operations commencing on March 1, 2024.2025.

Hospitality revenue increased $13.7$37.3 million,million or 10.5%,primarily due primarily to a 7.3%28.6% increase in Revenue per Available Room (“RevPAR”) driven by revenue management efforts and overall increased guest demand indriving Westerna Canada, as well as higher ancillary revenue and an10.1% increase in roomoccupancy. nightsAdditionally, availableTabacón contributed incremental hospitality revenue of 3.9%$11.4 withmillion theduring additionFiscal of the Forest Park Alpine Hotel, which opened in August 2022.2025.

The following table provides our key performance indicators for theFiscal years ended December 31, 20232025 and 2022Fiscal 2024:

Same-Store metrics include only attractions and lodging properties that Pursuit operated at full capacity, considering seasonal closures, for the entirety of both periods presented. For experiences located outside the United States, financialkey metricperformance indicator comparisons to the prior year are expressed on a constant U.S. dollar basis.

Hospitality. During 2023,Fiscal 2025, rooms revenue on a same-store basis increased $6.5$4.8 million on a 9.1%7.1% increase in RevPAR. The increase in RevPAR andwas aprimarily 0.2%due decreaseto an increase in roomADR, nightsparticularly available.at our lodges in Banff, Alberta and Glacier Park, Montana.

We are an attractions and hospitality company that owns and operates a collection of inspiring and unforgettable experiences in iconic destinations in the United States (“U.S.”), Canada, Iceland, and Costa Rica. OurIncluding Eagle Wing Tours, Ltd. (which we acquired on July 14, 2026, as discussed below) and excluding the Flyover Attractions (as defined below), our elevated hospitality experiences include 1714 world-class point-of-interest attractions and 29 distinctive lodges, along with integrated restaurants, retail and transportation that enable visitors to discover and connect with stunning national parks and renowned global travel locations.

On JanuaryJuly 21,31, 2026, Pursuitwe enteredcompleted into an Equity Purchase Agreement (the “Flyoversale Sale Agreement”) to sellof all of itsour equity in the Flyover attractions (the “Flyover Attractions”) to Brogent Technologies Inc. (“Brogent”)pursuant to an Equity Purchase Agreement, dated January 21, 2026, for a purchase price of approximately $78.4$75.0 million in cash, subject to post-closing adjustments (the “Flyover Attractions Sale”).adjustments. As of MarchJune 31,30, 2026, the assets and liabilities of the Flyover Attractions are presented as current assets held for sale and current liabilities held for sale on the Company’sour Condensed Consolidated Balance Sheet. TheWe Flyover Attractions Sale is expected to close in May 2026, subject to regulatory approvals and customary closing conditions. The Company doesdo not report the Flyover Attractions as a discontinued operation. See Note 4 – Acquisitions and Dispositions to the Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information.

On July 1, 2025, we entered into a Share Purchase Agreement with the shareholders of Inversiones Turísticas Arenal, S.A. (“ITA”), pursuant to which we acquired all of the issued and outstanding shares of ITA. ITA is the owner and operator of Tabacón Thermal Resort & Spa (“Tabacón”), an eco-luxury resort spanning 570 acres of rainforest which features two thermal river attractions, located in the Arenal region of Costa Rica. Tabacón features 105 rooms, an internationally renowned spa, and signature culinary experiences. See Note 4 – Acquisitions and Dispositions to the Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information. The financial results of Tabacón are consolidated in our financial statements prospectively from the date of acquisition.

The following table presents total revenue by lines of business for the three and six months ended MarchJune 31,30, 2026 and 2025:

Hospitality revenue increased $8.8$10.4 million during the three months ended June 30, 2026, primarily due to incremental hospitality revenue of $8.1$7.1 million from Tabacón, as well as an increase in ADR (as defined below) at our other lodging properties. Hospitality revenue increased $19.2 million during the six months ended June 30, 2026, primarily due to incremental hospitality revenue of $15.2 million from Tabacón, as well as an increase in ADR at our other lodging properties.

The following tabletables providesprovide our key performance indicators for the three and six months ended MarchJune 31,30, 2026 and 2025:

(1) Same-Store key performance indicators represent attractions and hospitality properties that we operated at full capacity, considering seasonal closures, and that have not undergone significant renovations during the quarters being compared. Accordingly, Tabacón (acquired on July 1, 2025), Forest Park Hotel Woodland Wing (currently under renovation), and Grouse Mountain Lodge (currently under renovation) are excluded for the first quarter.and second quarters. For attractions and hospitality properties located outside the United States, comparisons to the prior year are expressed on a constant U.S. dollar basis.

Hospitality. RoomsDuring the three and six months ended June 30, 2026, rooms revenue on a same-store basis increased $0.4$2.0 million on a 6.5% increase in RevPAR. The10.0% increase in RevPAR wasand $2.4 million on a 9.0% increase in RevPAR, respectively. The increases in RevPAR were primarily due to an increaseincreases in ADR and supported by strong perennial demand for our renowned experiential travel destinations.

Operating expenses (exclusive of depreciation and amortization) – The increase in operating expenses for the three months ended June 30, 2026, compared to the prior year period was primarily due to the periodic remeasurement of the Sky Lagoon finance lease obligation, which resulted in an unrealized foreign exchange gain of $3.9 million in the second quarter of 2025 compared to an unrealized foreign exchange loss of $0.5 million in the second quarter of 2026. The increase was also due to incremental expenses from Tabacón of $3.2 million and increases in variable costs associated with increased transaction volumes and revenue, including increases of $3.2 million in labor expense, $0.9$2.1 million in operating supplies and services, $0.8$1.9 million in commissionlabor and other variable revenue-based fees,expense, and other inflationary cost increases.

Income tax benefitexpense – The effective tax rate was 4.7%19.4% for the three months ended MarchJune 31,30, 2026, compared to 5.6%28.5% for the three months ended MarchJune 31,30, 2025, and negative 69.7% for the six months ended June 30, 2026, compared to negative 5.1% for the six months ended June 30, 2025. The decreasedecreases in the effective rate for the three and six months ended MarchJune 31,30, 2026, compared to the prior year periodperiods waswere primarily attributable to improved UnitedU.S. Statesoperating financialresults performance,and the inclusion of Tabacón,Tabacón’s andoperating additionalresults valuationin allowance recorded due to the Flyover Attractions Sale.2026.

As of MarchJune 31,30, 2026, we held $33.8$31.4 million of our unrestricted cash and cash equivalents outside of the U.S.

As of MarchJune 31,30, 2026, the available capacity under our revolving credit facility (“2025 Revolving Credit Facility”) was the $300.0 million total facility size, less $159.7$170.5 million of outstanding borrowings and $5.4$5.3 million of outstanding letters of credit.

Cash provided by operating activities, supplemented by our existing unrestricted cash and cash equivalents and availability under our 2025 Revolving Credit Facility, are our primary sources of liquidity for funding our business requirements. A net cash outflow from operating activities is regularly observed in the condensedCondensed consolidatedConsolidated statementsStatements of cashCash flowsFlows during the threesix months ended MarchJune 3130 due to seasonality.

Net cash used in operating activities attributable to continuing operations was $29.5$11.0 million induring the threesix months ended MarchJune 31,30, 2026, an increase of $5.1$8.2 million compared to the same period in 2025, primarily driven by thean timingincrease ofin cash payments for taxes of approximately $5.5 million associated with an increase in operating results from continuing operations on which those payments are based, an increase in cash payments of approximately $3.1 million related to legacy pension and other postretirement benefit plans, and other changes in the timing of working capital, which resulted in a $7.4 million increase, partially offset by improved results from operations across our network of attractions and hospitality properties.

Net cash used in investing activities attributable to continuing operations was $16.8$36.1 million induring the threesix months ended MarchJune 31,30, 2026, an increase of $11.6$14.4 million compared to the same period in 2025.2025, The increasewhich was primarily driven by an increase in capital expenditures of $7.0$8.3 millionmillion, andas well as a decrease in proceeds from insurance of $4.6$5.9 million.

Net cash provided by financing activities attributable to continuing operations was $50.0$52.3 million induring the threesix months ended MarchJune 31,30, 2026, an increase of $46.3$47.3 million compared to the same period in 2025, primarily driven by an increase of net proceeds from borrowings of $73.6$84.1 million, partially offset by $25.2$32.7 million for repurchases of our common stock.

Additionally, onOn May 1, 2026, our Board of Directors approved a $50.0 million increase to our existing $50.0 million share repurchase authorization, for whicha $9.6total millionshare wasrepurchase still available to repurchase, which reflects $5.0 millionauthorization of repurchases$100.0 thatmillion. occurredDuring subsequentthe tothree Marchand 31,six 2026.months Asended aJune result,30, $59.62026, millionwe isrepurchased availableshares to repurchaseof our common stock asworth $7.5 million and $32.7 million, respectively. As of MayJune 1,30, 2026.2026, approximately $57.1 million remained authorized and available for common stock repurchases. Repurchases may be made from time to time at our discretion through open market purchases, including through Rule 10b5-1 trading plans, or otherwise, as market conditions and business considerations warrant. The Board of Directors’ authorization does not have an expiration date.