# Pursuit Attractions & Hospitality, Inc. (PRSU)

Informational only - not investment advice.

CIK: 0000884219
SIC: 7990 Services-Miscellaneous Amusement & Recreation
SIC breadcrumb: [Services](/division/I/) > [Amusement And Recreation Services](/major-group/79/) > [SIC 7990 Services-Miscellaneous Amusement & Recreation](/industry/7990/)
Latest 10-K filed: 2026-02-25
SEC page: https://www.sec.gov/edgar/browse/?CIK=884219
Filing source: https://www.sec.gov/Archives/edgar/data/884219/000119312526071582/prsu-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 452417000 | USD | 2025 | 2026-02-25 |
| Net income | 22668000 | USD | 2025 | 2026-02-25 |
| Assets | 965425000 | USD | 2025 | 2026-02-25 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000884219.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 1,204,970,000 | 1,306,965,000 | 1,237,324,000 | 1,302,736,000 | 415,435,000 | 507,340,000 | 299,327,000 | 350,285,000 |  | 452,417,000 |
| Net income | 42,269,000 | 57,707,000 | 49,170,000 | 22,035,000 | -374,094,000 | -92,655,000 | 23,220,000 | 16,017,000 | 368,544,000 | 22,668,000 |
| Diluted EPS | 2.09 | 2.83 | 2.40 | 1.02 | -18.64 | -5.01 | 0.54 | 0.30 | 12.84 | 0.80 |
| Assets | 869,816,000 | 919,899,000 | 922,541,000 | 1,318,691,000 | 853,224,000 | 1,037,630,000 | 1,090,346,000 | 1,137,322,000 | 845,008,000 | 965,425,000 |
| Liabilities | 499,178,000 | 470,314,000 | 466,077,000 | 765,290,000 | 545,131,000 | 807,757,000 | 855,959,000 | 867,377,000 | 228,320,000 | 305,041,000 |
| Stockholders' equity | 357,355,000 | 429,131,000 | 436,207,000 | 467,498,000 | 95,955,000 | 6,282,000 | 14,530,000 | 43,433,000 | 525,825,000 | 581,833,000 |
| Cash and cash equivalents | 20,900,000 | 53,723,000 | 44,893,000 | 61,999,000 | 39,545,000 | 61,600,000 | 59,719,000 | 27,435,000 | 49,702,000 | 31,118,000 |
| Net margin | 3.51% | 4.42% | 3.97% | 1.69% | -90.05% | -18.26% | 7.76% | 4.57% |  | 5.01% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000884219.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 0.64 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 1.29 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 | 260,791,000 |  | -1.10 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 320,311,000 | 10,961,000 | 0.33 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 365,899,000 | 41,271,000 | 1.41 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 291,679,000 | -15,346,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 273,497,000 | -25,117,000 | -1.29 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 378,538,000 | 29,311,000 | 0.97 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 455,704,000 | 48,615,000 | 1.65 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 |  | 315,735,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 37,579,000 | -31,136,000 | -1.11 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 116,743,000 | 5,646,000 | 0.20 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 241,022,000 | 73,853,000 | 2.60 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 57,073,000 | -25,695,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 51,642,000 | -24,938,000 | -0.90 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/884219/000119312526208981/prsu-20260331.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-05-06
Report date: 2026-03-31

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Except for any historical information contained herein, the matters discussed or incorporated by reference in this Quarterly Report on Form 10-Q (this “Form 10-Q”) contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information, available as of the date hereof which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our contemplated future prospects, developments and business strategies.

Words, and variations of words, such as “aim,” “anticipate,” “believe,” “could,” “deliver,” “estimate,” “expect,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “seek,” “target,” “will,” and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, initiatives, intentions, or goals also are forward-looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements.

Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to:

•
general economic and geopolitical uncertainty in key global markets and a worsening of global economic conditions;

•
the seasonality of our businesses;

•
the competitive nature of the industries in which we operate;

•
travel industry disruptions;

•
changes in consumer tastes and preferences for recreational activities;

•
natural disasters, weather conditions, and other catastrophic events;

•
accidents and adverse incidents at our hotels and attractions;

•
the sufficiency and cost of insurance coverage;

•
the impact of our borrowings, including our revolving credit facility, on our operational and financial flexibility;

•
risks of new capital projects not being commercially successful;

•
our ability to fund capital expenditures, or our ability to deploy capital in line with our strategic objectives;

•
our ability to successfully integrate and achieve anticipated benefits from acquisitions;

•
unknown or contingent liabilities from acquisitions;

•
failure to adapt to technological developments or industry trends;

•
our inability to realize the strategic, financial and operational benefits from the sale of the Company’s Flyover Attractions (as defined herein);

•
potential increases in operating expenses;

•
conducting business globally, including the impact of regulatory regimes in geographies where we operate or may expand;

•
our exposure to currency exchange rate fluctuations;

•
liabilities relating to prior and discontinued operations;

•
the importance of key personnel to our business;

•
the impact of labor shortages;

•
our exposure to cybersecurity attacks and threats, including the impact of fraud;

•
compliance with laws governing the storage, collection, handling, and transfer of personal data and our exposure to legal claims and fines for data breaches or improper handling of such data;

•
compliance with foreign data privacy laws that apply to our activities;

•
our exposure to litigation in the ordinary course of business;

•
changes in federal, state, local or foreign tax laws;

•
our ability to comply with extensive environmental requirements; and

•
risks related to ownership of our common stock.

For a more complete discussion of the risks and uncertainties that may affect our business or financial results, see Part I, Item 1A – Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 25, 2026 (the “2025 Form 10-K”). Given these risks and uncertainties, users of this information should not place undue reliance on these forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, our information may be incomplete or limited and we cannot guarantee future results. Any forward-looking statements in this Form 10-Q are made as of the date hereof and reflect our current views. We expressly disclaim and do not undertake any obligation to update or revise any forward-looking statement in this Form 10-Q for any reason, even if new information becomes available in the future, except as required by applicable law or regulation.

21

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our 2025 Form 10-K and the Condensed Consolidated Financial Statements and related notes included in this Form 10-Q. The MD&A is intended to assist in understanding our financial condition and results of operations.

Overview

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. Our elevated hospitality experiences include 17 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.

Flyover Attractions Sale

On January 21, 2026, Pursuit entered into an Equity Purchase Agreement (the “Flyover Sale Agreement”) to sell all of its equity in the Flyover attractions (the “Flyover Attractions”) to Brogent Technologies Inc. (“Brogent”) for approximately $78.4 million in cash, subject to post-closing adjustments (the “Flyover Attractions Sale”). As of March 31, 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’s Condensed Consolidated Balance Sheet. The Flyover Attractions Sale is expected to close in May 2026, subject to regulatory approvals and customary closing conditions. The Company does not report the Flyover Attractions as a discontinued operation. See Note 4 – Acquisitions and Dispositions for additional information.

Tabacón Acquisition

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 for additional information. The financial results of Tabacón are consolidated in our financial statements prospectively from the date of acquisition.

Seasonality

Peak activity for the majority of our operations has historically occurred during the summer months. However, our recent acquisition of Tabacón represents an operation which we expect will generate revenue more evenly over the course of the calendar year. During 2025, 79% of our revenue was earned in the second and third quarters.

Results of Operations

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

Three Months Ended March 31,

(in thousands)

2026

2025

% Change

Revenue (1):

Attractions

$

28,744

$

23,992

19.8

%

Hospitality

19,984

11,194

78.5

%

Transportation

2,093

1,795

16.6

%

Other

821

598

37.3

%

Total revenue

$

51,642

$

37,579

37.4

%

(1)
Revenue by lines of business does not agree to Note 2 – Revenue and Related Contract Liabilities to the Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) as the amounts in the above table represent 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 $4.8 million due primarily to a 5.0% increase in the number of visitors, as well as a 14.2% increase in revenue per attraction visitor, including the impact of Tabacón (acquired in July 2025), which contributed incremental attractions revenue of $1.9 million.

Hospitality revenue increased $8.8 million primarily due to incremental hospitality revenue of $8.1 million from Tabacón, as well as an increase in ADR at our other lodging properties.

22

Performance Measures

We use the following key business metrics to evaluate the performance of Pursuit’s attractions business:

•
Number of visitors. The number of visitors allows us to assess the volume of tickets sold at each attraction during the period.

•
Revenue per attraction visitor. Revenue per attraction visitor is calculated as total attractions revenue divided by the total number of visitors at all Pursuit attractions during the period. Total attractions revenue includes ticket sales and ancillary revenue generated by attractions, such as food and beverage and retail revenue. Total attractions revenue per visitor measures the total spend per visitor that attraction properties are able to capture, which is important to the profitability of the attractions business.

•
Effective ticket price. Effective ticket price is calculated as revenue from the sale of attraction tickets divided by the total number of visitors at all comparable Pursuit attractions during the period.

We use the following key business metrics, common in the hospitality industry, to evaluate Pursuit’s hospitality business:

•
Revenue per Available Room (“RevPAR”). RevPAR is calculated as total rooms revenue divided by the total number of room nights available for all comparable Pursuit hospitality properties during the period. Total rooms revenue does not include non-rooms revenue, which consists of ancillary revenue generated by hospitality properties, such as food and beverage and retail revenue. RevPAR measures the period-over-period change in rooms revenue per available room for comparable hospitality properties. RevPAR is affected by average daily rate and occupancy, which have different implications on profitability.

•
Average Daily Rate (“ADR”). ADR is calculated as total rooms revenue divided by the total number of room nights sold for all comparable Pursuit hospitality properties during the period. ADR is used to assess the pricing levels that the hospitality properties are able to realize. Increases in ADR lead to increases in rooms revenue with no substantial effect on variable costs, therefore having a greater impact on margins than increases in occupancy.

•
Occupancy. Occupancy is calculated as the total number of room nights sold divided by the total number of room nights available for all comparable Pursuit hospitality properties during the period. Occupancy measures the utilization of the available capacity at the hospitality properties. Increases in occupancy result in increases in rooms revenue and additional variable operating costs (including housekeeping services, utilities, and room amenity costs), as well as increases in ancillary non-rooms revenue (including food and beverage and retail revenue).

The following table provides our key performance indicators for the three months ended March 31, 2026 and 2025:

Three Months Ended

Three Months Ended

March 31, 2026

March 31, 2025

% Change

As

Reported

Same-Store (1)

As

Reported

Same-Store (1)

As

Reported

Same-Store (1)

Attractions Key Performance Indicators:

Number of visitors (in thousands)

482

458

459

459

5.0

%

(0.2

)%

Ticket r

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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” (Part I, Item 1A of this Form 10-K), “Forward-Looking Statements” (Page 3 of this Form 10-K), and elsewhere in this Form 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 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.

Overview

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. Our elevated hospitality experiences include 17 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.

Recent Developments

Flyover Attractions Sale

On January 21, 2026, Pursuit entered into a definitive agreement to sell all of its Flyover Attractions (the “Flyover Attractions”) to Brogent Technologies Inc. (“Brogent”) for approximately $78.4 million in cash, subject to customary post-closing adjustments (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.

Tabacón Acquisition

On July 1, 2025, we entered into the “Tabacón 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 to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information. The financial results of Tabacón are consolidated in our financial statements prospectively from the date of acquisition.

Viad Corp Transformation into Pursuit

After a strategic review of the Company’s operations, with the goal of increasing shareholder value, Pursuit (formerly “Viad Corp”) entered into an Equity Purchase Agreement with TL Voltron, LLC, a Delaware limited liability company (“Truelink Capital”), 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 Exhibitions and Spiro reportable segments (the “GES Business”). During Fiscal 2024, the Company completed the sale of the GES Business to Truelink Capital (the “GES Sale”) and relaunched Viad Corp as Pursuit.

The aggregate purchase price was $535 million, consisting of a base purchase price of $510 million, subject 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 one year after the closing date (which was received by the Company during Fiscal 2025). We determined that the GES Sale met the criteria to be classified as a discontinued operation. Accordingly, we have accounted for the GES Business as a discontinued operation in this Form 10-K. All amounts and disclosures for all periods presented reflect only the continuing operations of the Company unless otherwise noted. See Note 5 – Discontinued Operations to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.

Changes in Debt Structure

On December 31, 2024, in connection with the GES 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. See Note 10 – Derivative to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.

24

During Fiscal 2025, we entered into and subsequently amended a credit agreement (the “2025 Credit Agreement”), along with several wholly-owned subsidiaries as co-borrowers. The 2025 Credit Agreement provides for a $300 million revolving credit facility (the “2025 Revolving Credit Facility”), with a maturity of September 25, 2030. Proceeds from the 2025 Revolving Credit Facility are expected to provide us with additional funds for operations, growth initiatives, acquisitions and other general corporate purposes. See Note 9 – Debt and Finance Lease Obligations to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.

Jasper Wildfires

On July 22, 2024, Jasper National Park was closed and evacuated due to wildfire activity, and wildfires entered the Jasper townsite on July 24, 2024. Pursuit’s hotels and attractions in and near the Jasper townsite were not reached by the wildfires and remain intact except for the Maligne Canyon Wilderness Kitchen (“Wilderness Kitchen”), a restaurant and retail operation located about three miles outside the town of Jasper. In addition to the loss of the Wilderness Kitchen, food and beverage inventories at our properties throughout the region were spoiled and written off. We also incurred other costs related to restoration efforts.

During Fiscal 2024, we recorded estimated losses at our properties affected by the Jasper wildfires, and received approximately $13 million in insurance proceeds as a partial settlement relating to the losses, of which $3.8 million was allocated to the charge for the Wilderness Kitchen and $9.2 million was allocated against the insurance receivable for other losses incurred. During Fiscal 2025, we received additional insurance proceeds relating to the losses of approximately $6.8 million. Additionally, during Fiscal 2025, we received approximately $4.2 million in business interruption insurance proceeds, which were recorded as a gain included in “Other expense, net” in the Consolidated Statements of Operations. As of December 31, 2025, total insurance proceeds received to date related to the Jasper wildfires were $24.0 million. We are still in the process of determining whether additional recoveries will be received for losses incurred or business interruption.

Results of Operations

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

(in thousands)

Fiscal 2025

Fiscal 2024

Fiscal 2023

Fiscal 2025 vs. Fiscal 2024

Fiscal 2024 vs. Fiscal 2023

Revenue (1):

Attractions

$

257,533

$

208,397

$

190,437

23.6

%

9.4

%

Hospitality

180,350

143,071

143,961

26.1

%

(0.6

)%

Transportation

12,714

11,971

12,839

6.2

%

(6.8

)%

Other

1,820

3,049

3,048

(40.3

)%

—

Total revenue

$

452,417

$

366,488

$

350,285

23.4

%

4.6

%

(1)
Revenue by line of business does not agree to Note 2 – Revenue and Related Contract Liabilities to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) as the amounts in the above table represent management’s methodology for evaluating performance, which includes product revenue from food and beverage and retail operations within each line of business.

Fiscal 2025 compared with Fiscal 2024

Attractions revenue increased $49.1 million due primarily to a 12.3% increase in the number of visitors, which was impacted by the Jasper wildfires in the prior year, as well as a 10.1% increase in revenue per attraction visitor. Additionally, Tabacón (acquired in July 2025), the Jasper SkyTram attraction (acquired in December 2024), and our Flyover Chicago attraction (opened in March 2024) contributed combined incremental attractions revenue of $8.9 million during Fiscal 2025.

Hospitality revenue increased $37.3 million primarily due to a 28.6% increase in Revenue per Available Room (“RevPAR”) driven by revenue management efforts and overall increased guest demand driving a 10.1% increase in occupancy. Additionally, Tabacón contributed incremental hospitality revenue of $11.4 million during Fiscal 2025.

25

Performance Measures

We use the following key business metrics to evaluate the performance of Pursuit’s attractions business:

•
Number of visitors. The number of visitors allows us to assess the volume of tickets sold at each attraction during the period.

•
Revenue per attraction visitor. Revenue per attraction visitor is calculated as total attractions revenue divided by the total number of visitors at all Pursuit attractions during the period. Total attractions revenue includes ticket sales and ancillary revenue generated by attractions, such as food and beverage and retail revenue. Total attractions revenue per visitor measures the total spend per visitor that attraction properties are able to capture, which is important to the profitability of the attractions business.

•
Effective ticket price. Effective ticket price is calculated as revenue from the sale of attraction tickets divided by the total number of visitors at all comparable Pursuit attractions during the period.

We use the following key business metrics, common in the hospitality industry, to evaluate Pursuit’s hospitality business:

•
Revenue per Available Room. RevPAR is calculated as total rooms revenue divided by the total number of room nights available for all comparable Pursuit hospitality properties during the period. Total rooms revenue does not include non-rooms revenue, which consists of ancillary revenue generated by hospitality properties, such as food and beverage and retail revenue. RevPAR measures the period-over-period change in rooms revenue per available room for comparable hospitality properties. RevPAR is affected by average daily rate and occupancy, which have different implications on profitability.

•
Average Daily Rate (“ADR”). ADR is calculated as total rooms revenue divided by the total number of room nights sold for all comparable Pursuit hospitality properties during the period. ADR is used to assess the pricing levels that the hospitality properties are able to realize. Increases in ADR lead to increases in rooms revenue with no substantial effect on variable costs, therefore having a greater impact on margins than increases in occupancy.

•
Occupancy. Occupancy is calculated as the total number of room nights sold divided by the total number of room nights available for all comparable Pursuit hospitality properties during the period. Occupancy measures the utilization of the available capacity at the hospitality properties. Increases in occupancy result in increases in rooms revenue and additional variable operating costs (including housekeeping services, utilities, and room amenity costs), as well as increases in ancillary non-rooms revenue (including food and beverage and retail revenue).

The following table provides our key performance indicators for Fiscal 2025 and Fiscal 2024:

Fiscal 2025

Fiscal 2024

% Change

As

Reported

Same-Store (1)

As

Reported

Same-Store (1)

As

Reported

Same-Store (1)

Attractions Key Performance Indicators:

Number of visitors (in thousands)

4,218

3,072

3,757

3,030

12.3

%

1.4

%

Ticket revenue (in thousands)

$

200,653

$

156,852

$

162,377

$

142,486

23.6

%

10.1

%

Effective ticket price

$

47.57

$

51.06

$

43.21

$

47.03

10.1

%

8.6

%

Attractions revenue (in thousands)

$

257,533

$

202,870

$

208,397

$

183,264

23.6

%

10.7

%

Revenue per attraction visitor

$

61.06

$

66.04

$

55.46

$

60.48

10.1

%

9.2

%

Hospitality Key Performance Indicators:

Room nights available (in thousands)

594

409

596

408

(0.3

%)

0.2

%

Rooms revenue (in thousands)

$

105,091

$

70,016

$

81,920

$

65,193

28.3

%

7.4

%

RevPAR

$

176.92

$

171.19

$

137.53

$

159.79

28.6

%

7.1

%

Occupancy

73.9

%

73.6

%

63.8

%

71.8

%

10.1

%

1.8

%

ADR

$

239.41

$

232.59

$

215.65

$

222.54

11.0

%

4.5

%

Hospitality revenue (in thousands)

$

180,350

$

130,635

$

143,071

$

122,278

26.1

%

6.8

%

(1)
Same-Store metrics generally include only attractions and lodging properties that we operated at full capacity, considering seasonal closures, for the entirety of Fiscal 2025 and Fiscal 2024 after the acquisition of such properties or first commencing operations. Accordingly, Tabacón, Apgar Lookout Retreat, Eddie’s Cafe & Mercantile, Montana House, Flyover Chicago, and the Jasper SkyTram are excluded from same-store metrics, as we acquired or opened these properties during Fiscal 2025 or Fiscal 2024.

Same-Store metrics also generally exclude the impact of lodging properties which were undergoing renovations for all comparative periods presented beginning in the quarter in which construction commenced until renovations were complete. As such, Forest Park Hotel Woodland Wing (which was undergoing renovation work from October 2024 to June 2025 and restarted renovation work in October 2025) is comparatively excluded for the first, second, and fourth quarters in Same-Store metrics. Additionally, Grouse Mountain Lodge (which began renovation work in October 2025) is comparatively excluded for the fourth quarter in Same-Store metrics.

In addition to these exclusions, attractions and lodging properties that were temporarily closed due to the Jasper wildfires in July 2024 are comparatively excluded for the third and fourth quarters in the table above.

For experiences located outside the United States, key performance indicator comparisons to the prior year are expressed on a constant U.S. dollar basis.

26

Attractions. During Fiscal 2025, attractions ticket revenue on a same-store basis increased $14.4 million, driven by an 8.6% increase in effective ticket price and a 1.4% increase in visitors. These increases were primarily driven by continued momentum in guest demand enabled by our focus on guest experience, including particularly strong growth at our attractions in Banff, Alberta and Golden, British Columbia, along with the expansion of the Sky Lagoon Skjól ritual experience, which was completed in August 2024.

Hospitality. During Fiscal 2025, rooms revenue on a same-store basis increased $4.8 million on a 7.1% increase in RevPAR. The increase in RevPAR was primarily due to an increase in ADR, particularly at our lodges in Banff, Alberta and Glacier Park, Montana.

Expenses and Discontinued Operations

(in thousands)

Fiscal 2025

Fiscal 2024

Fiscal 2023

Fiscal 2025 vs. Fiscal 2024

Fiscal 2024 vs. Fiscal 2023

Cost of food, beverage, and retail products sold

$

34,623

$

31,121

$

31,903

11.3

%

(2.5

)%

Operating expenses (exclusive of depreciation and amortization shown separately below)

$

226,127

$

214,220

$

188,905

5.6

%

13.4

%

Selling, general, and administrative expenses

$

80,093

$

57,795

$

56,763

38.6

%

1.8

%

Depreciation and amortization

$

46,070

$

42,960

$

37,929

7.2

%

13.3

%

Interest expense, net

$

8,823

$

14,182

$

5,963

(37.8

)%

**

Other expense, net

$

1,662

$

4,073

$

1,544

(59.2

)%

**

Impairment charges

$

—

$

47,572

$

—

(100.0

)%

**

Income tax expense

$

(16,502

)

$

(6,325

)

$

(12,929

)

**

(51.1

)%

(Loss) income from discontinued operations, net of tax

$

(2,208

)

$

425,603

$

9,103

**

**

** Change is greater than +/- 100%.

Fiscal 2025 compared with Fiscal 2024

Operating expenses (exclusive of depreciation and amortization) – The increase in operating expenses for Fiscal 2025 compared to Fiscal 2024 was primarily due to increases in variable costs associated with increased transaction volumes and revenue, including increases of $10.7 million in labor expense, $5.7 million in commission and other variable revenue-based fees, and other inflationary cost increases. These increases were partially offset by the periodic remeasurement of the Sky Lagoon finance lease obligation, which resulted in a decrease of $5.8 million.

Selling, general, and administrative expenses – The increase in selling, general and administrative expenses for Fiscal 2025 was primarily due to higher transaction-related costs (primarily related to our transition to a standalone publicly-traded operating company in connection with the GES Sale, as well as expenses associated with our acquisition of Tabacón and the Flyover transaction), along with an increase of $4.0 million in labor expense.

Impairment charges – As a result of our impairment tests for long-lived assets and goodwill in Fiscal 2024, we recorded a non-cash impairment charge of $27.5 million on certain assets at our Flyover Las Vegas asset group and a non-cash goodwill impairment charge of $14.0 million associated with our Flyover Attractions reporting unit.

Income tax expense – The effective income tax rates were 30.0% and a negative 13.9% in Fiscal 2025 and Fiscal 2024, respectively. The higher Fiscal 2025 effective tax rate relative to the 21% federal rate reflects the absence of tax benefits on U.S. losses due to a valuation allowance. The negative effective tax rate in Fiscal 2024 primarily resulted from changes to the valuation allowance associated with the GES Sale.

(Loss) income from discontinued operations, net of tax – On December 31, 2024, we completed the GES Sale. We determined that the GES Sale met the criteria to be classified as a discontinued operation. Accordingly, the financial results for all periods presented reflect the GES Business as discontinued operations. See Note 5 – Discontinued Operations to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.

Fiscal 2024 compared with Fiscal 2023

Operating expenses (exclusive of depreciation and amortization) – The increase in operating expenses during Fiscal 2024 compared to Fiscal 2023 was primarily due to increases in variable costs associated with increased transaction volumes and revenue, including increases of $4.3 million in commission and other variable revenue-based fees, $4.2 million in labor expense, $1.8 million in repairs and maintenance, and other inflationary cost increases. Additionally, the increase during Fiscal 2024 was due to the periodic remeasurement of the Sky Lagoon finance lease obligation, which resulted in an increase of $2.6 million.

27

Liquidity and Capital Resources

We believe that our existing sources of liquidity will be sufficient to fund operations and projected capital expenditures for at least the next twelve months and the longer term.

When assessing our current sources of liquidity, we include the following:

December 31,

(in thousands)

2025

2024

Unrestricted cash and cash equivalents (1)

$

31,118

$

49,702

Available capacity under 2025 Revolving Credit Facility (2)

207,007

—

Total available liquidity

$

238,125

$

49,702

(1)
As of December 31, 2025, we held $30.2 million of our cash and cash equivalents outside of the U.S.

(2)
As of December 31, 2025, the available capacity under our 2025 Revolving Credit Facility (as defined below) was the $300 million total facility size, less $87.4 million of outstanding borrowings and $5.6 million of outstanding letters of credit.

Pursuit, as borrower, along with certain of its wholly-owned subsidiaries as co-borrowers, the other loan parties party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent, L/C issuer and swing line lender, are party to the 2025 Credit Agreement, which was entered into and subsequently amended during Fiscal 2025. The 2025 Credit Agreement provides for the 2025 Revolving Credit Facility of $300 million, available in U.S. dollars, Canadian dollars, Euros, and Pound sterling with a maturity date of September 25, 2030. Borrowings from the 2025 Revolving Credit Facility are expected to provide us with additional funds for operations, growth initiatives, acquisitions and other general corporate purposes. See Note 9 – Debt and Finance Lease Obligations to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.

On July 1, 2025, we entered into the Tabacón Purchase Agreement, pursuant to which we acquired all of the issued and outstanding shares of ITA for an aggregate purchase price of $108.6 million, which is net of customary post-closing adjustments for indebtedness, deferred revenue, working capital, and other specified matters in the Tabacón Purchase Agreement. We funded the purchase price primarily with borrowings under the 2025 Revolving Credit Facility.

Cash provided by operating activities, supplemented by our existing cash and cash equivalents and availability under our 2025 Revolving Credit Facility, are our primary sources of liquidity for funding our business requirements. During Fiscal 2025, net cash provided by operating activities attributable to continuing operations was $86.2 million.

Our short-term and long-term funding requirements include debt obligations, maintenance capital expenditures, working capital requirements, and potential acquisitions and strategic investments as we focus on scaling our investments in high-return unforgettable, inspiring experiences with high return potential through our Refresh, Build, Buy growth strategy. Our projected capital outlays can be adjusted for changes in the operating environment.

Capital Expenditures

We have planned capital expenditures of approximately $121 million to $127 million, including approximately $88 million to $93 million on select growth projects for the year ending December 31, 2026. We intend to continue making investments to advance our Refresh, Build, Buy growth strategy while maintaining a sufficient liquidity position.

Other Obligations

We have additional obligations as part of our ordinary course of business, beyond those committed for debt obligations and capital expenditures. See Note 16 – Pension and Postretirement Benefits and Note 17 – Leases and Other to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information. The expected timing of payments of our obligations is estimated based on current information. Timing of payments and actual amounts paid may be different, depending on changes to agreed-upon amounts for certain obligations.

Cash Flows

(in thousands)

Fiscal 2025

Fiscal 2024

Fiscal 2023

Net cash provided by operating activities attributable to continuing operations

$

86,151

$

56,949

$

80,773

Net cash (used in) provided by investing activities attributable to continuing operations

(151,068

)

369,095

(62,484

)

Net cash provided by (used in) financing activities attributable to continuing operations

51,252

(399,067

)

(34,141

)

28

Net cash provided by operating activities attributable to continuing operations was $86.2 million in Fiscal 2025, an increase of $29.2 million compared to Fiscal 2024, primarily driven by improved operating results across our network of attractions and hospitality properties, partially offset by a decrease driven by the timing of accounts payable payments of $19.0 million.

Net cash used in investing activities attributable to continuing operations was $151.1 million in Fiscal 2025, a decrease of $520.2 million compared to net cash provided by investing activities attributable to continuing operations in Fiscal 2024. The decrease was primarily driven by a decrease in proceeds from the sale of businesses of $403.8 million, primarily attributable to the GES Sale, for which proceeds were primarily received during Fiscal 2024. Additionally, the decrease was driven by an increase in acquisitions, net of cash acquired, of $91.8 million (primarily driven by the acquisition of Tabacón during Fiscal 2025), an increase in capital expenditures of $18.8 million, and a decrease in proceeds from insurance of $5.8 million.

Net cash provided by financing activities attributable to continuing operations was $51.3 million in Fiscal 2025, an increase of $450.3 million compared to net cash used in financing activities attributable to continuing operations in Fiscal 2024, primarily driven by a decrease in net payments on borrowings of $464.8 million, a decrease in dividends paid on convertible stock of $7.8 million, and a decrease in tax withholding payments paid on equity award vestings of $3.6 million. These increases were partially offset by payments in Fiscal 2025 of $14.6 million to purchase noncontrolling interests and $10.2 million for repurchases of our common stock.

Debt and Finance Obligations

See Note 9 – Debt and Finance Lease Obligations to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional discussion all of which is incorporated by reference herein.

Guarantees

See Note 18 – Litigation, Claims, Contingencies, and Other to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional discussion all of which is incorporated by reference herein.

Share Repurchases

On August 6, 2025, we announced that our Board of Directors approved a share repurchase authorization for up to $50 million of Pursuit’s common stock, which replaced and superseded the Company’s previous share repurchase authorization. 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. During Fiscal 2025, we repurchased shares of our common stock worth $10.2 million. As of December 31, 2025, approximately $39.8 million remained authorized and available for common stock repurchases.

Critical Accounting Estimates

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). We are required to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenue, costs, and expenses. Critical accounting estimates are those estimates that are most important to the portrayal of our financial position and results of operations, and that require us to make the most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We identified and discussed with our Audit Committee the following critical accounting estimates and the methodology and disclosures related to those estimates:

Goodwill, Indefinite-lived Intangible Assets, and Long-Lived Assets

Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment at least annually. Intangible assets and long-lived assets with finite lives are amortized over their respective estimated useful lives and are reviewed for impairment if an event occurs or circumstances change that would indicate the carrying value may not be recoverable through future operations.

29

Application of the goodwill and indefinite-lived asset impairment tests require judgment, including the identification of reporting units, determination of the type of impairment test that should be performed, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the estimated fair value of reporting units and indefinite-lived intangible assets. We have the option to first perform a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is not less than its carrying amount. If it is determined, based on qualitative factors, that the fair value of the reporting unit or indefinite-lived intangible asset is more likely than not less than its carrying amount, or if significant changes to macro-economic factors related to the reporting unit or intangible asset have occurred that could materially impact the estimated fair value since the previous quantitative test was performed, a quantitative impairment test may be required. For purposes of quantitative impairment testing, we utilize a discounted expected future cash flow methodology (income approach) to estimate the fair value of our reporting units and indefinite-lived intangible assets. The estimates and assumptions regarding expected future cash flows (the most significant being revenue and EBITDA margins), discount rates, and terminal values require considerable judgment and are based on market conditions, financial forecasts, industry trends, and historical experience. Changes in these estimates and assumptions could materially affect the determination of estimated fair value and the amount of any potential impairment for each reporting unit or indefinite-lived intangible asset.

Goodwill and indefinite-lived intangible assets are tested for impairment at the reporting unit level on an annual basis as of October 31, and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. If the net carrying value of the reporting units or assets exceed their estimated fair value, an impairment will be recognized in an amount equal to that excess; otherwise, no impairment loss is recognized. For our annual impairment tests of our reporting units and indefinite-lived intangible assets during Fiscal 2025, we performed either a qualitative analysis and concluded it was more likely than not that estimated fair value exceeded carrying value, or we performed a quantitative analysis and concluded that the estimated fair value exceeded the carrying value.

As noted above, the estimates and assumptions regarding expected future cash flows, discount rates, and terminal values require considerable judgment and are based on market conditions, financial forecasts, industry trends, and historical experience. These estimates have inherent uncertainties, and different assumptions could lead to materially different results. Our goodwill and indefinite-lived intangible assets balances were $150.4 million and $8.7 million, respectively, as of December 31, 2025.

If an impairment indicator related to intangible assets and long-lived assets with finite lives is identified, or if other circumstances indicate an impairment may exist, we prepare projections of the undiscounted future cash flows expected to be generated from the underlying asset group and the cash flows resulting from the asset groupings eventual disposition. If the projections indicate that the underlying asset grouping is not expected to be recoverable, we perform a measurement of impairment and we recognize any carrying value in excess of fair value as an impairment charge.

Income taxes

We are required to estimate and record provisions for income taxes in each of the jurisdictions in which we operate. Accordingly, we must estimate our actual current income tax liability, and assess temporary differences arising from the treatment of items for tax purposes, as compared to the treatment for accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the Consolidated Balance Sheets. We use significant judgment in forming conclusions regarding the recoverability of our deferred tax assets and evaluate all available positive and negative evidence to determine if it is more-likely-than-not that the deferred tax assets will be realized. To the extent recovery does not appear likely, a valuation allowance must be recorded. We had gross deferred tax assets of $62.5 million and $59.6 million as of December 31, 2025 and 2024, respectively. We had a valuation allowance against gross deferred tax assets of $46.7 million and $43.6 million as of December 31, 2025 and 2024, respectively.

While we believe that the deferred tax assets, net of existing valuation allowances, will be utilized in future periods, there are inherent uncertainties regarding the ultimate realization of these assets. It is possible that the relative weight of positive and negative evidence regarding the realization of deferred tax assets may change, which could result in a material increase or decrease in our valuation allowance. Such a change could result in a material increase or decrease to income tax expense or benefit in the period the assessment was made.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We record uncertain tax positions on the basis of a two-step process: first we determine whether it is more-likely-than-not that the tax positions will be sustained on the basis of the technical merits of the position; and, if so, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. We believe the estimates and judgments we have made related to tax contingencies are reasonable and we have adequate reserves for uncertain tax positions. Actual results could differ and we may be exposed to increases or decreases in those reserves and tax provisions that could be material.

30

Pension and postretirement benefits

Our pension plans use traditional defined benefit formulas based on years of service and final average compensation. Funding policies provide that payments to defined benefit pension trusts shall be at least equal to the minimum funding required by applicable regulations. We presently anticipate contributing $0.5 million to our funded pension plans and $4.3 million to our unfunded pension plans in 2026.

During Fiscal 2025, we terminated the Giltspur, Inc. Employees’ Pension Plan, which was frozen in 1996. The plan had $9.3 million in assets and $10.4 million in estimated obligations on a liquidation basis of accounting as of December 31, 2024. As a result of the termination, we reclassified net expense comprised of previously recorded prior service credit and net actuarial loss of approximately $5.4 million to other expense, net on our Consolidated Statement of Operations during Fiscal 2025. Additionally, during Fiscal 2024, we communicated the termination of the Retirement Plan for Management Employees of Brewster Inc., which was frozen in Fiscal 2024, to applicable participants. The termination of the plan, which had $5.5 million in assets and $6.0 million in estimated obligations on a liquidation basis of accounting as of December 31, 2025, is expected to be completed during the year ending December 31, 2026.

We have previously administered defined benefit postretirement plans that provide medical and life insurance for certain eligible employees, retirees, and dependents. The related postretirement benefit liabilities are recognized over the employees’ service period. In addition, we retain the obligations for these benefits for retirees of certain sold businesses. During Fiscal 2025, we communicated the termination of our postretirement medical plan (the “Medical Retiree Plan”) to participants, with an expected termination date of December 31, 2026. As a result of the announcement of termination, our liability related to the Medical Retiree Plan was reduced by $5.2 million, and that reduction will be amortized to other expense, net, through the termination date of the Retiree Medical Plan. While the plans have no funding requirements, we expect to contribute $0.7 million to the plans during the year ending December 31, 2026.

The discount rates used in determining future pension and postretirement benefit obligations are based on rates determined by actuarial analysis and management review and reflect the estimated rates of return on a high-quality, hypothetical bond portfolio whose cash flows match the timing and amounts of expected benefit payments. See Note 16 – Pension and Postretirement Benefits to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.

Business Combinations

The assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values at the acquisition date. Any residual purchase price is recorded as goodwill. Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date, with respect to property and equipment and intangible assets. Although we believe the assumptions and estimates we have made are reasonable, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain and unpredictable. Unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates, or actual results. Examples of critical estimates used in valuing certain of the intangible assets and in determining the assets’ useful lives for the assets we have acquired or may acquire in the future include but are not limited to:

•
estimated future expected cash flows and discount rates used to determine the present value of estimated future cash flows;

•
the acquired company's trade name(s), as well as assumptions about the period of time the acquired trade name(s) will continue to be used in our product portfolio; and

•
expected growth in revenue from the acquired company's existing relationships.

See Note 4 – Acquisitions to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.

Impact of Recent Accounting Pronouncements

See Note 1 – Organization and Summary of Significant Accounting Policies to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.

31