LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND)
SIC breadcrumb: Transportation, Communications, Electric, Gas, And Sanitary Services > SIC Major Group 47 > SIC 4700 Transportation Services
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1512499. Latest filing source: 0001437749-26-005873.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 771,019,000 | USD | 2025 | 2026-02-26 |
| Net income | -29,721,000 | USD | 2025 | 2026-02-26 |
| Assets | 979,958,000 | USD | 2025 | 2026-02-26 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001512499.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 242,346,000 | 266,504,000 | 309,734,000 | 343,091,000 | 82,356,000 | 147,107,000 | 421,500,000 | 569,543,000 | 644,727,000 | 771,019,000 |
| Net income | 4,864,000 | -8,661,000 | 11,352,000 | 16,353,000 | -98,737,000 | -119,206,000 | -111,381,000 | -45,610,000 | -31,179,000 | -29,721,000 |
| Operating income | 13,981,000 | 10,744,000 | 25,338,000 | 33,198,000 | -88,398,000 | -110,831,000 | -63,046,000 | 10,599,000 | 21,553,000 | 45,487,000 |
| Diluted EPS | 0.10 | -0.19 | 0.24 | 0.28 | -2.01 | -2.41 | -2.23 | -0.94 | -0.67 | -0.63 |
| Operating cash flow | 31,427,000 | 52,918,000 | 56,357,000 | 62,583,000 | -92,257,000 | 32,495,000 | -2,203,000 | 25,441,000 | 92,355,000 | 111,583,000 |
| Capital expenditures | 75,933,000 | 80,485,000 | 54,345,000 | 96,002,000 | 155,479,000 | 96,688,000 | 38,205,000 | 29,963,000 | 33,520,000 | 47,745,000 |
| Assets | 407,701,000 | 424,348,000 | 473,409,000 | 548,658,000 | 757,449,000 | 827,491,000 | 787,975,000 | 831,297,000 | 876,905,000 | 979,958,000 |
| Liabilities | 288,722,000 | 311,724,000 | 350,863,000 | 409,296,000 | 631,172,000 | 811,547,000 | 873,621,000 | 945,063,000 | 1,022,440,000 | 1,133,457,000 |
| Stockholders' equity | 113,809,000 | 106,322,000 | 116,044,000 | 123,250,000 | 34,958,000 | -78,583,000 | -182,675,000 | -225,064,000 | -253,114,000 | -284,526,000 |
| Cash and cash equivalents | 135,416,000 | 96,443,000 | 113,396,000 | 101,579,000 | 187,531,000 | 150,753,000 | 87,177,000 | 156,845,000 | 183,941,000 | 256,692,000 |
| Free cash flow | -44,506,000 | -27,567,000 | 2,012,000 | -33,419,000 | -247,736,000 | -64,193,000 | -40,408,000 | -4,522,000 | 58,835,000 | 63,838,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 2.01% | -3.25% | 3.67% | 4.77% | -119.89% | -81.03% | -26.42% | -8.01% | -4.84% | -3.85% |
| Operating margin | 5.77% | 4.03% | 8.18% | 9.68% | -107.34% | -75.34% | -14.96% | 1.86% | 3.34% | 5.90% |
| Return on assets | 1.19% | -2.04% | 2.40% | 2.98% | -13.04% | -14.41% | -14.14% | -5.49% | -3.56% | -3.03% |
| Current ratio | 1.38 | 0.91 | 0.94 | 0.80 | 1.47 | 0.73 | 0.54 | 0.77 | 0.71 | 0.80 |
Financial Charts
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001512499.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | -0.59 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | -0.18 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | -0.01 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 124,798,000 | -24,470,000 | -0.48 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 175,989,000 | 5,638,000 | 0.08 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 125,360,000 | -27,405,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 153,614,000 | -3,979,000 | -0.10 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 136,499,000 | -24,667,000 | -0.48 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 206,005,000 | 22,515,000 | 0.36 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 148,609,000 | -25,049,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 179,721,000 | 1,161,000 | 0.00 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 167,945,000 | -8,518,000 | -0.18 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 240,172,000 | 1,190,000 | 0.00 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 183,181,000 | -23,555,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 208,013,000 | 6,500,000 | 0.09 | reported discrete quarter |
Quarterly Charts
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001437749-26-014912.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following discussion and analysis addresses material changes in the financial condition and results of operations of the Company for the periods presented. This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q (“Form 10-Q”), as well as the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026 (the “2025 Annual Report”). Unless the context otherwise requires, “the Company,” “Lindblad,” “we,” “us,” “our,” and “ours” refer to Lindblad Expeditions Holdings, Inc. and its subsidiaries. Cautionary Note Regarding Forward-Looking Statements Any statements in this Form 10-Q about our expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and are “forward-looking statements” as that term is defined under the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy,” “outlook” and similar words. You should read the statements that contain these types of words carefully. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements. There may be events in the future that we are not able to predict accurately or over which we have no control. Potential risks and uncertainties include, but are not limited to: ● adverse general economic and/or geopolitical factors that negatively impact the ability or desire of people to travel; ● loss of business due to competition; ● unscheduled disruptions in our business due to travel restrictions, weather events, mechanical failures, pandemics or other events; ● increases in fuel prices, changes in fuel consumed and availability of fuel supply in the geographies in which we operate or in general; ● the loss of key employees, our inability to recruit or retain qualified shoreside and shipboard employees and increased labor costs; ● the impact of delays or cost overruns with respect to anticipated or unanticipated drydock, maintenance, modifications or other required construction related to any of our vessels; ● management of our growth and our ability to execute our planned growth, including our ability to successfully close merger and acquisition transactions and integrate acquisitions; ● our ability to maintain our relationships with National Geographic and/or World Wildlife Fund; ● compliance with new and existing laws and regulations, including environmental regulations and travel advisories and restrictions; ● our substantial indebtedness and our ability to remain in compliance with the financial and/or operating covenants in such arrangements; ● the impact of material litigation, enforcement actions, claims, fines or penalties on our business; ● the impact of severe or unusual weather conditions, including climate change, on our business; 15 ● adverse publicity regarding the travel and cruise industry in general; ● the result of future financing efforts; and ● those risks discussed in our 2025 Annual Report. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events. Business Overview We provide expedition cruising and land-based adventure travel fostering a spirit of exploration and discovery, using itineraries featuring up-close encounters with wildlife and nature, history and culture, and promote guest empowerment, human connections and interactivity. Our mission is to offer life-enhancing adventures around the world and pioneer innovative ways to allow our guests to connect with exotic and remote places. We currently operate a fleet of 12 owned expedition ships and 10 seasonal charter vessels (with several other vessels contracted for future expeditions) under the Lindblad brand. Each expedition ship is fully equipped with state-of-the-art tools for in-depth exploration, and the majority of our expeditions involve travel to remote places, such as voyages to Alaska, the Arctic, Antarctic, the Galápagos Islands, Baja’s Sea of Cortez, the South Pacific, Costa Rica and Panama. We have a longstanding relationship with the National Geographic Society (“National Geographic”) dating back to 2004, which is based on a shared interest in exploration, research, technology and conservation. This relationship, which extends through 2040, includes a co-selling, co-marketing and global branding arrangement whereby our owned vessels carry the National Geographic name, and National Geographic sells our expeditions through its internal travel division. We collaborate with National Geographic on voyage planning to enhance the guest experience by having National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, join our expeditions. Guests have the ability to interact with these experts through lectures, excursions, dining and other experiences throughout their voyage. We also operate land-based adventure travel experiences around the globe, with unique itineraries designed to offer intimate encounters with nature and the planet’s remarkable destinations including the animals and people who live there. Natural Habitat, Inc. (“Natural Habitat”) provides eco-conscious expeditions and nature-focused, small-group experiences that include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos Islands tours and African safaris. Natural Habitat has partnered with World Wildlife Fund (“WWF”) to offer conservation travel, which is sustainable travel that contributes to the protection of nature and wildlife. Off the Beaten Path, LLC (“Off the Beaten Path”) provides small group travel, led by local, experienced guides, with distinct focus on wildlife, hiking national parks and culture. Off the Beaten Path offerings include insider national park experiences in the Rocky Mountains, Desert Southwest, and Alaska, as well as unique trips across Central and South America, Oceania, Europe and Africa. DuVine Cycling + Adventure Company (“DuVine”) provides intimate cycling adventures and travel experiences, led by expert guides, with a focus on connecting with local character and culture, including high-quality local cuisine and accommodations. International cycling tours include the exotic Costa Rican rainforests, the rocky coasts of Ireland and the vineyards of Spain, while cycling adventures in the United States include cycling beneath the California redwoods, pedaling through Vermont farmland and wine tastings in the world-class vineyards of Napa and Sonoma. Classic Journeys, LLC (“Classic Journeys”) offers highly curated active small-group and private custom journeys centered around cinematic walks led by expert local guides in over 50 countries around the world. These walking tours are highlighted by luxury boutique accommodations, and handcrafted itineraries that immerse guests into the history and culture of the places they are exploring and the people who live there. Thomson Group, consisting of Wineland-Thomson Adventures, LLC (“Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), Thomson Safaris Ltd (“Thomson Safaris Tanzania”), and Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”), provides socially responsible and positively impactful light-treading adventures in East Africa. They specialize in immersive safaris featuring an exclusive system of camps and expert local wildlife guides, high-end treks to the summit of Kilimanjaro, the Roof of Africa, and offer luxurious stays at the award-winning Gibb’s Farm, an 80-acre sanctuary located near the Ngorongoro Crater. Forty-five (45) years of experience and a commitment to environmental and social responsibility make every adventure exceptional. 16 We operate two segments consisting of (i) the Lindblad segment, which consists of the operations of our Lindblad brand, and (ii) the Land Experiences segment, consisting of our Natural Habitat, Off the Beaten Path, DuVine, Classic Journeys brands and the Thomson Group. First Quarter Highlights During February 2026, we caused the conversion of all outstanding Series A Redeemable Convertible Preferred Stock, par value of $0.0001 (“Preferred Stock”) into common stock, saving a potential $88.0 million if we were required to repurchase the Preferred Stock at maturity. During February 2026, we signed an agreement with Earthwatch Institute (“Earthwatch”), where Natural Habitat will market, sell and operate Earthwatch branded tours where guests can join scientists studying such topics as climate effects on wildlife and geography, conservation, biodiversity and archaeology. During March 2026, we increased our ownership of Natural Habitat by 5% to 95.1% for $16.6 million, as Mr. Bressler, Founder and Chief Executive Officer of Natural Habitat, exercised a portion of his put option. The discussion and analysis of our results of operations and financial condition are organized as follows: ● a description of certain line items and operational and financial metrics we utilize to assist us in managing our business; ● results and a comparable discussion of our consolidated and segment results of operations; ● a discussion of our liquidity and capital resources, including future capital and contractual commitments and potential funding sources; and ● a review of our critical accounting policies. Financial Presentation Description of Certain Line Items Tour revenues Tour revenues consist of the following: ● Guest ticket revenues recognized from the sale of guest tickets; and ● Other tour revenues from the sale of pre- or post-expedition excursions, hotel accommodations, air transportation to and from the ships and excursions, goods and services rendered onboard that are not included in guest ticket prices, trip insurance, and cancellation fees. Cost of tours Cost of tours includes the following: ● Direct costs associated with revenues, including cost of pre- or post-expedition excursions, hotel accommodations, and land-based expeditions, air and other transportation expenses, and cost of goods and services rendered onboard; ● Payroll costs and related expenses for shipboard and expedition personnel; ● Food costs for guests and crew, including complimentary food and beverage amenities for guests; ● Fuel costs and related costs of delivery, storage and safe disposal of waste; and ● Other tour expenses, such as land costs, port costs, repairs and maintenance, equipment expense, drydock, ship insurance, charter hire costs and credit card fees. 17 Selling and marketing Selling and marketing expenses include commissions, royalties and a broad range of advertising and promotional expenses. General and administrative General and administrative expenses include the cost of shoreside vessel support, reservations and other administrative functions, including salaries and related benefits, professional fees and rent. Operational and Financial Metrics We use a variety of operational and financial metrics, including non-GAAP financial measures, such as Adjusted EBITDA, Net Yields, Occupancy and Net Cruise Costs, to enable us to analyze our perfor [Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management’s Discussion and Analysis of the Results of Operations and Financial Condition The information contained in this section should be read in conjunction with our consolidated financial statements and related notes and the information contained elsewhere in this Form 10-K under the headings “Risk Factors” and “Business.” Overview We provide expedition cruising and land-based adventure travel fostering a spirit of exploration and discovery, using itineraries featuring up-close encounters with wildlife and nature, history and culture, and promote guest empowerment, human connections and interactivity. Our mission is to offer life-enhancing adventures around the world and pioneer innovative ways to allow our guests to connect with exotic and remote places. We currently operate a fleet of 12 owned expedition ships and 10 seasonal charter vessels (with several other vessels contracted for future expeditions) under the Lindblad Expeditions, LLC. (“Lindblad”) brand. Each expedition ship is fully equipped with state-of-the-art tools for in-depth exploration, and the majority of our expeditions involve travel to remote places, such as voyages to Alaska, the Arctic, Antarctic, the Galápagos Islands, Baja’s Sea of Cortez, the South Pacific, Costa Rica and Panama. We have a longstanding relationship with the National Geographic Society (“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. We also operate land-based adventure travel experiences around the globe, with unique itineraries designed to offer intimate encounters with nature and the planet's remarkable destinations including the animals and people who live there. Natural Habitat, Inc. (“Natural Habitat”) provides eco-conscious expeditions and nature-focused, small-group experiences that include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos Islands tours and African safaris. Natural Habitat has partnered with World Wildlife Fund (“WWF”) to offer conservation travel, which is sustainable travel that contributes to the protection of nature and wildlife. Off the Beaten Path, LLC (“Off the Beaten Path”) provides small group travel, led by local, experienced guides, with distinct focus on wildlife, hiking national parks and culture. Off the Beaten Path offerings include insider national park experiences in the Rocky Mountains, Desert Southwest, and Alaska, as well as unique trips across Central and South America, Oceania, Europe and Africa. DuVine Cycling + Adventure Company (“DuVine”) provides intimate cycling adventures and travel experiences, led by expert guides, with a focus on connecting with local character and culture, including high-quality local cuisine and accommodations. International cycling tours include the exotic Costa Rican rainforests, the rocky coasts of Ireland and the vineyards of Spain, while cycling adventures in the United States include cycling beneath the California redwoods, pedaling through Vermont farmland and wine tastings in the world-class vineyards of Napa and Sonoma. Classic Journeys, LLC (“Classic Journeys”) offers highly curated active small-group and private custom journeys centered around cinematic walks led by expert local guides in over 50 countries around the world. These walking tours are highlighted by luxury boutique accommodations, and handcrafted itineraries that immerse guests into the history and culture of the places they are exploring and the people who live there. Thomson Group, consisting of Wineland-Thomson Adventures, LLC (“Thomson 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; they provide 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. 45 years of experience and a commitment to environmental and social responsibility make every adventure exceptional. 40 Highlights On January 9, 2025, we completed the acquisition of Torcatt Enterprises Limitada, a holding company that owns and operates two vessels in the Galápagos Islands, for $16.0 million in cash. The acquisition expanded our fleet and guest capacity in one of our core markets. On August 20, 2025, we issued $675.0 million of 7.00% senior secured notes, maturing 2030, with proceeds used primarily to pay the outstanding borrowings under our prior 9.00% and 6.75% senior secured notes and increased the amount available under our revolving credit facility to $60.0 million. On February 3, 2026, we forced the conversion of all 62,000 outstanding shares of Series A Convertible Preferred Stock into 9.0 million shares of common stock. Financial Presentation The discussion and analysis of our results of operations and financial condition are organized as follows: ● a description of certain line items and operational and financial metrics we utilize to assist us in managing our business; ● a comparable discussion of our consolidated and segment results of operations for the years ended December 31, 2025 and 2024; ● a discussion of our liquidity and capital resources, including future capital and contractual commitments and potential funding sources; and ● a review of our critical accounting policies. Description of Certain Line Items Tour revenues Tour revenues consist of the following: ● guest ticket revenues recognized from the sale of guest tickets; and ● other tour revenues from the sale of pre- or post-expedition excursions, hotel accommodations and land-based expeditions; air transportation to and from the ships, goods and services rendered onboard that are not included in guest ticket prices, trip insurance and cancellation fees. Cost of Tours Cost of tours includes the following: ● direct costs associated with revenues, including cost of pre- or post-expedition excursions, hotel accommodations and land-based expeditions, air and other transportation expenses and cost of goods and services rendered onboard; ● payroll costs and related expenses for shipboard and expedition personnel; ● food costs for guests and crew, including complimentary food and beverage amenities for guests; ● fuel costs and related costs of delivery, storage and safe disposal of waste; and ● other tour expenses, such as land costs, port costs, repairs and maintenance, equipment expense, drydock, ship insurance, charter hire costs and credit card fees. Selling and marketing Selling and marketing expenses include commissions, royalties and a broad range of advertising and promotional expenses. 41 General and administrative General and administrative expenses include the cost of shoreside vessel support, reservations and other administrative functions, including salaries and related benefits, professional fees and rent. Other Income (Expense) Other income (expense) includes interest income and expense, gains and/or losses on foreign currency, disposal of fixed assets, write-offs of deferred financing costs and fees, and other miscellaneous non-operating items. Operational and Financial Metrics We use a variety of operational and financial metrics, including non-GAAP financial measures, such as Net Yields, Occupancy and Net Cruise Cost, to enable us to analyze the performance and financial condition of our ship operations, and measures such as Adjusted EBITDA to analyze the performance and financial condition of our segments and consolidated results. We utilize these financial measures to manage our business on a day-to-day basis and believe that they are the most relevant measures of performance. Some of these measures are commonly used in the cruise and tourism industry to evaluate performance. We believe these non-GAAP measures provide expanded insight to assess revenue and cost performance, in addition to the standard GAAP-based financial measures. There are no specific rules or regulations for determining non-GAAP measures, and as such, our non-GAAP financial measures may not be comparable to measures used by other companies within the industry. 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. You should read this discussion and analysis of our results of operations and financial condition together with the consolidated financial statements and the related notes thereto also included in Item 8 of this Annual Report on Form 10-K. Adjusted EBITDA is net income (loss) excluding depreciation and amortization, net interest expense, other income (expense), income tax (expense) benefit, (gain) loss on foreign currency, and other supplemental adjustments. Other supplemental adjustments include certain non-operating items such as stock-based compensation, reorganization costs, executive severance costs, debt refinancing costs, acquisition-related expenses, (gain) loss on transfer of assets, and other non-recurring charges. We believe Adjusted EBITDA, when considered along with other performance measures, is a useful measure as it reflects certain operating drivers of the business, such as sales growth, operating costs, selling and administrative expense, and other operating income and expense. We believe Adjusted EBITDA helps provide a more complete understanding of the underlying operating results and trends and an enhanced overall understanding of our financial performance and prospects for the future. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income as it does not take into account certain requirements, such as unearned passenger revenues, capital expenditures and related depreciation, principal and interest payments, and tax payments. Our use of Adjusted EBITDA may not be comparable to other companies within the industry. The following metrics apply to our Lindblad segment: Adjusted Net Cruise Cost represents Net Cruise Cost adjusted for Non-GAAP other supplemental adjustments which include certain non-operating items such as stock-based compensation, acquisition-related expenses and other non-recurring charges. Available Guest Nights is a measurement of capacity available for sale and represents double occupancy per cabin (except single occupancy for a single capacity cabin) multiplied by the number of cruise days for the period. We also record the number of guest nights available on our limited land programs in this definition. Gross Cruise Cost represents the sum of cost of tours plus selling and marketing expenses, and general and administrative expenses. Gross Yield per Available Guest Night represents tour revenues divided by Available Guest Nights. Guest Nights Sold represents the number of guests carried for the period multiplied by the number of nights sailed within the period. Maximum Guests is a measure of capacity and represents the maximum number of guests in a period and is based on double occupancy per cabin (except single occupancy for a single capacity cabin). Net Cruise Cost represents Gross Cruise Cost excluding commissions and certain other direct costs of guest ticket revenues and other tour revenues. 42 Net Cruise Cost Excluding Fuel represents Net Cruise Cost excluding fuel costs. Net Yield represents tour revenues less commissions and direct costs of other tour revenues. Net Yield per Available Guest Night represents Net Yield divided by Available Guest Nights. Number of Guests represents the number of guests that travel with us in a period. Occupancy is calculated by dividing Guest Nights Sold by Available Guest Nights. Voyages represent the number of ship expeditions completed during the period. The following metrics apply to our Land Experiences segment: Number of Guests represents the number of guests that travel with us in a period. Departures represent the number of trips, tours, treks and safaris completed during the period. Foreign Currency Translation The U.S. dollar and Tanzanian shilling are the functional currencies in our foreign operations and re-measurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses in the condensed consolidated statements of operations. Seasonality 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 non-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. Results of Operations – Consolidated Our reported consolidated results of operations for the years ended December 31, 2025, 2024 and 2023 are shown in the following table: For the years ended December 31, (In thousands) 2025 2024 Change % 2023 Change % Tour revenues $ 771,019 $ 644,727 $ 126,292 20 % $ 569,543 $ 75,184 13 % Cost of tours 418,018 362,581 55,437 15 % 338,211 24,370 7 % General and administrative 129,976 121,013 8,963 7 % 102,596 18,417 18 % Selling and marketing 114,716 87,018 27,698 32 % 71,426 15,592 22 % Depreciation and amortization 62,822 52,562 10,260 20 % 46,711 5,851 13 % Operating income $ 45,487 $ 21,553 $ 23,934 111 % $ 10,599 $ 10,954 103 % Net loss $ (24,225 ) $ (28,195 ) $ 3,970 14 % $ (40,876 ) $ 12,681 31 % Undistributed loss per share available to stockholders: Basic $ (0.63 ) $ (0.67 ) $ 0.04 $ (0.94 ) $ 0.27 Diluted $ (0.63 ) $ (0.67 ) $ 0.04 $ (0.94 ) $ 0.27 43 Comparison of Years Ended December 31, 2025 and 2024 - Consolidated Tour Revenues Tour revenues for the year ended December 31, 2025 increased $126.3 million, or 20%, to $771.0 million, compared to $644.7 million for the year ended December 31, 2024. Of the $126.3 million increase, $96.8 million was due to a 13% increase in guest nights sold and a 16% increase in guests traveled, and $29.5 million was due to increased pricing and changes in the mix of itineraries and trips. The increase also reflects the inclusion of a full year of results of Thomson Group, which was acquired in July 2024. The Lindblad segment tour revenues increased by $72.3 million, or 17%, and the Land Experiences segment increased $54.0 million, or 24%. Cost of Tours Total cost of tours for the year ended December 31, 2025 increased $55.4 million, or 15%, to $418.0 million, compared to $362.6 million for the year ended December 31, 2024, primarily due to the inclusion of Thomson Group for the entire year in 2025, and higher operating costs related to operating additional expeditions and trips. The Lindblad segment cost of tours increased by $28.6 million, or 12%, and the Land Experiences segment increased $26.8 million, or 20%. General and Administrative Expenses General and administrative expenses for the year ended December 31, 2025 increased $8.9 million, or 7%, to $129.9 million, compared to $121.0 million for the year ended December 31, 2024, primarily due to higher personnel costs, increased stock-based compensation expense primarily due to Mr. Bressler’s awards related to driving growth of the Land Experiences segment, and reorganizational related costs, partially offset by $5.3 million in employee tax credits received. At the Lindblad segment, general and administrative expenses increased $3.7 million, or 5%, and the Land Experiences segment increased $5.2 million, or 13%. Selling and Marketing Expenses Selling and marketing expenses for the year ended December 31, 2025 increased $27.7 million, or 32%, to $114.7 million, compared to $87.0 million for the year ended December 31, 2024, primarily due to higher royalties associated with the National Geographic agreement and increased revenues driving higher commissions expense and increased marketing spend to support future growth. At the Lindblad segment, selling and marketing expenses increased $21.6 million, or 32%, and the Land Experiences segment increased $6.1 million, or 32%. Depreciation and Amortization Expenses Depreciation and amortization expenses increased $10.2 million, or 20%, to $62.8 million for the year ended December 31, 2025 compared to $52.6 million for the year ended December 31, 2024, primarily due to depreciation of assets placed into service to support our vessel fleet, the additional vessels acquired during 2025, the National Geographic Delfina and the National Geographic Gemini, accelerated depreciation of the National Geographic Sea Bird and the National Geographic Sea Lion related to their planned 2026 retirement, and full year amortization of intangible assets related to the Thomson Group acquisition. Other Expense Other expenses were $67.2 million for the year ended December 31, 2025, compared to $46.6 million for the year ended December 31, 2024. The $20.6 million increase was primarily due to: ● $23.5 million in debt extinguishment and other financing expenses related to the issuance of the $675.0 million 7.00% senior secured notes due 2030, partially offset by; ● a $2.1 million lower loss on foreign currency during 2025; ● a $1.1 million gain on the Torcatt acquisition; and ● a $0.9 million decrease in interest expense from lower interest rates on our debt facilities, partially offset by increased borrowings. Comparison of Years Ended December 31, 2024 and 2023 - Consolidated For a comparison of our results from operations for the years ended December 31, 2024 and 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, 2024, filed with the SEC on February 28, 2025. 44 Results of Operations – Segments Selected results for our segments for the years ended December 31, 2025, 2024 and 2023 are below. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. For the years ended December 31, (In thousands) 2025 2024 Change % 2023 Change % Tour revenues: Lindblad $ 495,642 $ 423,306 $ 72,336 17 % $ 397,410 $ 25,896 7 % Land Experiences 275,377 221,421 53,956 24 % $ 172,133 49,288 29 % Total tour revenues $ 771,019 $ 644,727 $ 126,292 20 % $ 569,543 $ 75,184 13 % Operating income: Lindblad $ 7,055 $ (2,928 ) $ 9,983 341 % $ (8,692 ) $ 5,764 66 % Land Experiences 38,432 24,481 13,951 57 % $ 19,291 5,190 27 % Operating income $ 45,487 $ 21,553 $ 23,934 111 % $ 10,599 $ 10,954 103 % Adjusted EBITDA: Lindblad $ 79,775 $ 59,400 $ 20,375 34 % $ 48,456 $ 10,944 23 % Land Experiences 46,463 31,832 14,631 46 % $ 22,750 9,082 40 % Total adjusted EBITDA $ 126,238 $ 91,232 $ 35,006 38 % $ 71,206 $ 20,026 28 % Reconciliation of Net Loss to Adjusted EBITDA Consolidated For the years ended December 31, (In thousands) 2025 2024 2023 Net loss $ (24,225 ) $ (28,195 ) $ (40,876 ) Interest expense, net 45,231 45,738 45,014 Income tax expense 2,475 3,104 3,146 Depreciation and amortization 62,822 52,562 46,711 (Gain) loss on foreign currency (1,077 ) 1,065 (751 ) Stock-based compensation 13,461 9,833 13,886 Transaction-related costs 897 3,913 - Other expense (income) 716 (159 ) 4,066 Debt extinguishment 23,492 - - Reorganization costs 2,543 371 - Acquisition gain (1,125 ) - - Legal settlement 1,028 3,000 - Other - - 10 Adjusted EBITDA $ 126,238 $ 91,232 $ 71,206 Reconciliation of Segment Operating Income (Loss) to Adjusted EBITDA Lindblad Segment For the years ended December 31, (In thousands) 2025 2024 2023 Operating income (loss) $ 7,055 $ (2,928 ) $ (8,692 ) Depreciation and amortization 56,891 48,433 43,351 Stock-based compensation 13,113 9,656 13,787 Transaction-related costs 173 868 - Reorganization costs 2,543 371 - Legal settlement - 3,000 - Other - - 10 Adjusted EBITDA $ 79,775 $ 59,400 $ 48,456 45 Land Experiences Segment For the years ended December 31, (In thousands) 2025 2024 2023 Operating income $ 38,432 $ 24,481 $ 19,291 Depreciation and amortization 5,931 4,129 3,360 Transaction-related costs 724 3,045 - Stock-based compensation 348 177 99 Legal settlement 1,028 - - Adjusted EBITDA $ 46,463 $ 31,832 $ 22,750 Results of Operations – Lindblad Segment Guest Metrics — Lindblad Segment The following tables set forth our Guest Metrics for the Lindblad segment. Please refer to our Description of Certain Line Items above for the specific definition by line item and segment. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. For the years ended December 31, 2025 2024 2023 Available Guest Nights 328,617 323,691 316,091 Guest Nights Sold 287,830 253,941 243,269 Occupancy 88 % 78 % 77 % Maximum Guests 42,866 38,964 37,339 Number of Guests 37,993 31,489 29,719 Voyages 561 475 454 Calculation of Gross and Net Yield per Available Guest Night For the years ended December 31, (In thousands, except for Available Guest Nights, Gross and Net Yield per Available Guest Night) 2025 2024 2023 Guest ticket revenues $ 428,349 $ 373,055 $ 345,871 Other tour revenue 67,293 50,251 51,539 Tour Revenues 495,642 423,306 397,410 Less: Commissions (20,521 ) (17,157 ) (25,787 ) Less: Other tour expenses (36,276 ) (27,306 ) (24,952 ) Net Yield $ 438,845 $ 378,843 $ 346,671 Available Guest Nights 328,617 323,691 316,091 Gross Yield per Available Guest Night $ 1,508 $ 1,308 $ 1,257 Net Yield per Available Guest Night 1,335 1,170 1,097 The following table reconciles operating income (loss) to our Net Yield Guest Metric for the Lindblad Segment. For the years ended December 31, (In thousands) 2025 2024 2023 Operating income (loss) $ 7,055 $ (2,928 ) $ (8,692 ) Cost of tours 258,679 230,075 222,413 General and administrative 83,731 79,995 83,004 Selling and marketing 89,286 67,731 57,334 Depreciation and amortization 56,891 48,433 43,351 Less: Commissions (20,521 ) (17,157 ) (25,787 ) Less: Other tour expenses (36,276 ) (27,306 ) (24,952 ) Net Yield $ 438,845 $ 378,843 $ 346,671 46 Calculation of Gross and Net Cruise Cost For the years ended December 31, (In thousands, except for Available Guest Nights, Gross and Net Cruise Cost per Avail. Guest Night) 2025 2024 2023 Cost of tours $ 258,679 $ 230,075 $ 222,413 Plus: Selling and marketing 89,286 67,731 57,334 Plus: General and administrative 83,731 79,995 83,004 Gross Cruise Cost 431,696 377,801 362,751 Less: Commissions (20,521 ) (17,157 ) (25,787 ) Less: Other tour expenses (36,276 ) (27,306 ) (24,952 ) Net Cruise Cost 374,899 333,338 312,012 Less: Fuel Expense (24,032 ) (26,648 ) (27,913 ) Net Cruise Cost Excluding Fuel 350,867 306,690 284,099 Non-GAAP Adjustments: Stock-based compensation (13,113 ) (9,656 ) (13,787 ) Transaction-related costs (173 ) (868 ) - Reorganization costs (2,543 ) (371 ) - Legal settlement - (3,000 ) - Other - - (10 ) Adjusted Net Cruise Cost Excluding Fuel $ 335,038 $ 292,795 $ 270,302 Adjusted Net Cruise Cost $ 359,070 $ 319,443 $ 298,215 Available Guest Nights 328,617 323,691 316,091 Gross Cruise Cost per Available Guest Night $ 1,314 $ 1,167 $ 1,148 Net Cruise Cost per Available Guest Night 1,141 1,030 987 Net Cruise Cost Excluding Fuel per Available Guest Night 1,068 947 899 Adjusted Net Cruise Cost Excluding Fuel per Available Guest Night 1,020 905 855 Adjusted Net Cruise Cost per Available Guest Night 1,093 987 943 Comparison of Years Ended December 31, 2025 and 2024 Tour Revenues Tour revenues for the year ended December 31, 2025 increased $72.3 million, or 17%, to $495.6 million compared to $423.3 million for the year ended December 31, 2024. Of the $72.3 million increase, $57.8 million is related to a 13% increase in guest nights sold and $14.5 million is related to a 3% increase in revenue per guest nights sold as compared to the prior year period. Net yield per available guest night increased 14% to $1,335, from $1,170 in 2024, reflecting higher pricing and a ten-percentage point increase in occupancy compared with 2024. Operating Income We generated 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, 2024. The $10.0 million increase in operating income 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 royalties associated with the National Geographic agreement and increased commission expense, and higher marketing spend to drive future booking growth, $3.5 million higher general and administrative costs driven by higher stock-based compensation expense and $8.5 million increased depreciation due to capital expenditures on our vessels, the addition of the National Geographic Defina and National Geographic Gemini to our fleet and accelerated depreciation on the National Geographic Sea Bird and the National Geographic Sea Lion. Results of Operations – Land Experiences Segment Guest Metrics — Land Experiences Segment The following tables set forth our Guest Metrics for the Land Experiences segment. Please refer to our Description of Certain Line Items above for the specific definition by line item and segment. 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. 47 For the years ended December 31, 2025 2024 2023 Guests 25,199 21,638 18,704 Departures 2,951 2,565 2,274 Comparison of Years Ended December 31, 2025 and 2024 Tour Revenues Tour revenues for the year ended December 31, 2025 increased $54.0 million, or 24%, to $275.4 million compared to $221.4 million in 2024, primarily due to operating additional trips, higher pricing, and inclusion of the full year of the results of Thomson Group, acquired in July 2024. Of the $54.0 million increase, $39.0 million is due to a 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 and changes to trip and tour itinerary mixes. Operating Income Operating income increased $13.9 million, or 57%, to $38.4 million for the year ended December 31, 2025 compared to $24.5 million in 2024. The increase was driven by higher revenues, including the full year of results of Thomson Group, acquired in 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. Liquidity and Capital Resources As of December 31, 2025, we had $289.7 million in cash and cash equivalents, including $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, 2025, we had $675.0 million in long-term debt obligations, including an insignificant current portion. We continually assess our available liquidity and our expected cash requirements. We believe we have access to financing sources to fund our operations and our long-term capital needs, including debt service and necessary capital expenditures. We expect to meet these needs by using a combination of the following: cash on hand, expected cash flow from operations, borrowings from our revolving credit facility, and when the capital markets are favorable, proceeds from the sale of equity securities or the issuance of new debt. Sources and Uses of Cash Net cash provided by operating activities was $111.6 million in 2025 compared to $92.4 million cash used in operations in 2024. The $19.2 million increase was primarily due to higher guest deposits for future travel, improved operating results, and changes in accounts payable, accrued expenses and prepaid expenses, due primarily to the timing of operating expense payments. Net cash used in investing activities was $67.3 million in 2025 compared to $44.1 million in 2024. 2025 primarily included the acquisition of Torcatt and capital expenditures on our vessels, including the refurbishment of the recently acquired National Geographic Defina and National Geographic Gemini in the Galápagos Islands. 2024 primarily included the acquisition of Thomson Group and capital expenditures on our vessels. Net cash provided by financing activities was $29.6 million in 2025 compared to $19.8 million cash used by financing activities in 2024. 2025 primarily included the issuance of $675.0 million of 7.00% senior secured notes, which were used mainly to repay our prior senior secured notes, and cash received from the exercise of options 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. 48 Contractual Obligations Payments due by period (In thousands) Total Current 2-3 years 4-5 years Thereafter Operating Activities: Operating lease obligations $ 9,844 $ 1,126 $ 3,281 $ 2,354 $ 3,083 Charter commitments 37,774 15,504 13,572 - 8,698 Financing Activities: Long-term debt obligations 675,003 3 - 675,000 - Interest on long-term debt obligations 227,063 51,844 94,500 80,719 - Total $ 949,684 $ 68,477 $ 111,353 $ 758,073 $ 11,781 Funding Sources and Needs Debt Facilities 7.00% Notes On August 20, 2025, we issued $675.0 million aggregate principal amount of 7.00% senior secured notes due 2030 (the “7.00% Notes”) in a private offering. The 7.00% Notes bear interest at a rate of 7.00% per year, payable semiannually in arrears on March 15 and September 15 of each year. The 7.00% Notes will mature on September 15, 2030, subject to earlier repurchase or redemption. Of the $675.0 million of net proceeds received from the 7.00% Notes, we used $667.5 million to prepay in full all outstanding borrowings under the 6.75% and 9.00% Notes, pay premiums and fees related to the transaction, and to terminate in full the prior credit agreements and the commitments thereunder. The remainder is being used for general corporate purposes. The 7.00% Notes are senior secured obligations and are guaranteed on a senior secured basis by us and certain of our subsidiaries and secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the guarantors. We may redeem the 7.00% Notes at set redemption prices and premiums, plus accrued and unpaid interest, if any. Revolving Credit Facility On August 20, 2025, we amended our senior secured revolving credit facility (the “Revolving Credit Facility”), increasing the aggregate principal amount of commitments provided from $45.0 million to $60.0 million, extending the maturity date from February 2027 to August 2030, and increasing the letter of credit sub-facility from $10.0 million to a $15.0 million aggregate principal amount. The obligations under the Revolving Credit Facility are guaranteed by us, and the Guarantors and are secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the Guarantors assets. Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at our option, an adjusted Secured Overnight Financing Rate (“SOFR”) plus a spread or a base rate plus a spread. We are required to pay a 0.5% quarterly commitment fee on undrawn amounts under the Revolving Credit Facility. As of December 31, 2025, we had no borrowings under the Revolving Credit Facility. Covenants 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 December 31, 2025, we were in compliance with the covenants currently in effect. 49 Equity Preferred Stock 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, 2025, 62,000 shares of Preferred Stock were outstanding. The Preferred Stock had senior and preferential ranking to our common stock. The Preferred Stock was entitled to cumulative dividends of 6.00% per annum, and for the first two years, the dividends were required to be paid-in-kind. After the second anniversary of the issuance date, the dividends could be paid-in-kind or be paid in cash at our option. During 2025, we continued to pay Preferred Stock dividends in-kind. The Preferred Stock was 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 any time we were permitted to, at our option, mandatorily convert all, but not less than all, of the Preferred Stock into common stock if the volume-weighted average closing price of shares of common stock was at least 150% of the conversion price ($14.25) for 20 out of 30 consecutive trading days. On February 3, 2026, all 62,000 outstanding shares of Preferred Stock were converted into 9.0 million shares of common stock. As of February 3, 2026, no shares of Preferred Stock remained outstanding. Funding Needs We generally rely on a combination of cash flows provided by operations and the issuance of debt or equity financings 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 advanced receipts can be used to fund operating expenses for the applicable future expeditions or otherwise, pay down debt, make long-term investments or any other use of cash. We traditionally run a working capital deficit due primarily to a large balance of unearned passenger revenues and as of December 31, 2025 and 2024, we had working capital deficit of $93.7 million and $114.0 million, respectively. We maintain a $35.0 million stock repurchase plan (“Repurchase Plan”) that 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, 2025. No shares were repurchased under the Repurchase Plan during 2025. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the related disclosures in the consolidated financial statements and accompanying footnotes. Out of our significant accounting policies, which are described in Note 2—Summary of Significant Accounting Policies of our consolidated financial statements included elsewhere in this Form 10-K, certain accounting policies are deemed “critical,” as they require management’s highest degree of judgment, estimates and assumptions. While management believes its judgments, estimates and/or assumptions are reasonable, they are based on information presently available and actual results may differ significantly from those estimates under different assumptions and conditions. Ship Accounting Ships, including ship improvements, are our most significant assets. We make accounting estimates with respect to our ship accounting related to estimating the useful life of each of our ships as well as their residual values, which are based on industry norms. If conditions relating to industry norms or where we will use a ship change, we may need to change our assumptions of ship useful lives and residual values, which could impact future depreciation expense and loss on retirement of ship and/or components. We believe we have made reasonable estimates for ship accounting purposes. 50 Intangible Assets Our Intangible assets include tradenames, customer lists and operating rights. Tradenames are words, symbols, or other devices used in trade or business to indicate the source of products and to distinguish it from other products and are registered with government agencies and are protected legally by continuous use in commerce. Customer lists are established relationships with existing customers that resulted in repeat purchases and customer loyalty. Operating rights relate to our cupos (licenses) required to operate within the Galápagos National Park in Ecuador. We make accounting estimates, with respect to our intangible assets related to estimating their initial value from acquisitions, their useful lives as well as their residual values. In event conditions change in our ability to recover the carrying value of our intangible assets, which is determined by using the asset’s estimated undiscounted future cash flows, an impairment charge would be recognized for the excess, if any, of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of our tradenames, customer lists and operating rights. Future Application of Accounting Standards Refer to Note 2—Summary of Significant Accounting Policies-Recent Accounting Pronouncements included in our consolidated financial statements elsewhere in this Form 10-K for further information on Recent Accounting Pronouncements.