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LINDBLAD EXPEDITIONS HOLDINGS, INC.

LINDBLAD EXPEDITIONS HOLDINGS, INC.LIND财报

Nasdaq · 工业 · 运输服务

Lindblad Expeditions is an expedition travel company headquartered in New York, NY. The company currently offers expedition cruises to destinations on all seven continents aboard 15 ships with capacities ranging from 28 to 150 guests.

What changed in LINDBLAD EXPEDITIONS HOLDINGS, INC.'s 10-K — 2024 vs 2025

Top changes in LINDBLAD EXPEDITIONS HOLDINGS, INC.'s 2025 10-K

505 paragraphs added · 510 removed · 407 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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This relationship includes co-selling, co-marketing and branding arrangements with National Geographic Partners, LLC (“National Geographic”) whereby our owned vessels carry the National Geographic name and National Geographic sells our expeditions through their internal travel divisions. In November 2023, this strategic partnership with National Geographic was extended and expanded through 2040.
This relationship includes co-selling, co-marketing and branding arrangements with National Geographic Partners, LLC (“National Geographic”) whereby our owned vessels carry the National Geographic name and National Geographic sells our expeditions through their internal travel divisions. In November 2023, this strategic partnership with National Geographic was expanded and extended through 2040.
For our employees’ health and wellness, we provide 24/7 access to a mobile and website wellness applications, offering live group learning, peer support and educational videos for a wide range of onsite and virtual classes in mind, body, and spirit topics.
For our employees’ health and wellness, we provide 24/7 access to mobile and website wellness applications, offering live group learning, peer support and educational videos for a wide range of onsite and virtual classes in mind, body, and spirit topics.
We offer rewards to our guests through our loyalty program, Friends for Life, to encourage repeat business. Our land-based travel prices typically include accommodations, transportation while on tour, gear specific to the tour and most activities and meals, other than items of a personal nature, such as airfare to and from the tour and certain other specialized events or activities.
We offer rewards to our guests through our loyalty program, Friends for Life, to encourage repeat business. 12 Our land-based travel prices typically include accommodations, transportation while on tour, gear specific to the tour and most activities and meals, other than items of a personal nature, such as airfare to and from the tour and certain other specialized events or activities.
We also work with the Charles Darwin Research Station and Charles Darwin Foundation, among other local and regional partners, on conservation initiatives geared toward preserving the Galápagos Islands. 17 In 2018, we eliminated guest-facing single-use plastics across the National Geographic-Lindblad Expeditions fleet and have been a 100% carbon offset company since 2019.
We also work with the Charles Darwin Research Station and Charles Darwin Foundation, among other local and regional partners, on conservation initiatives geared toward preserving the Galápagos Islands. In 2018, Lindblad eliminated guest-facing single-use plastics across the National Geographic-Lindblad Expeditions fleet and have been a 100% carbon offset company since 2019.
Marketing strategies include the use of direct marketing, mail and email; digital media, including search, social media and programmatic ad buying; traditional media; brand websites; and travel agencies and other strategic third-party distribution partners. We source our business through a combination of direct selling, travel agency networks and, at the Lindblad segment, through our brand licensing agreement with National Geographic.
Marketing strategies include the use of direct marketing, mail and email; digital media, including search, social media and programmatic ad buying; traditional media; brand websites; and travel agencies and other strategic third-party distribution partners. 11 We source our business through a combination of direct selling, including at the Lindblad segment through our brand licensing agreement with National Geographic, and travel agency networks.
Excursions average six days and every tour has an opportunity to discover the character of a region thanks to well-connected local guides, small groups of 14 or fewer guests, and top-quality bikes and support. 9 Classic Journeys delivers handcrafted walking tours featuring expert local guides who know the most cinematic footpaths in the region.
Excursions average six days and every tour has an opportunity to discover the character of a region thanks to well-connected local guides, small groups of 14 or fewer guests, and top-quality bikes and support. Classic Journeys delivers handcrafted walking tours featuring expert local guides who know the most cinematic footpaths in the region.
Drydockings are typically planned during non-peak demand periods to minimize the adverse effect on revenue that results from ships being out of service. 15 Suppliers Our largest capital expenditures are for ship acquisition and their capital improvements. Our largest operating expenditures are for ship maintenance, payroll, fuel, food and beverage, travel agent services and advertising and marketing.
Drydockings are typically planned during non-peak demand periods to minimize the adverse effect on revenue that results from ships being out of service. Suppliers Our largest capital expenditures are for ship acquisition and their capital improvements. Our largest operating expenditures are for ship maintenance, payroll, fuel, food and beverage, travel agent services and advertising and marketing.
Their dedication to environmental stewardship and exceptional travel experiences has earned them the distinction of being the exclusive conservation travel partner of World Wildlife Fund (“WWF”). This partnership allows Natural Habitat to promote their unique style of conservation travel to WWF’s substantial list and collaborate with WWF’s top scientists in training the company's guides and field team.
Their dedication to environmental stewardship and exceptional travel experiences has earned them the distinction of being the exclusive conservation travel partner of World Wildlife Fund (“WWF”). This partnership allows Natural Habitat to promote their unique style of conservation travel to WWF’s substantial list of members and collaborate with WWF’s top scientists in training the company's guides and field team.
John M. Fahey, Jr., a member of our board of directors, previously served as the Chairman and Chief Executive Officer of the National Geographic Society. Partnership with World Wildlife Fund Natural Habitat has partnered with the WWF, since 2003, to promote sustainable conservation travel that directly promotes and protects nature.
John M. Fahey, Jr., a member of our board of directors, previously served as the Chairman and Chief Executive Officer of the National Geographic Society. 8 Partnership with World Wildlife Fund Natural Habitat has partnered with the WWF, since 2003, to promote sustainable conservation travel that directly promotes and protects nature.
Natural Habitat, Off the Beaten Path, DuVine, Classic Journeys and Thomson Group brands 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 departures, and the majority of Thomson Group revenues are recorded in the third quarter, during the height of their safari season.
Natural Habitat, Off the Beaten Path, DuVine, Classic Journeys and Thomson Group brands are also 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 departures, and the majority of Thomson Group revenues are recorded in the third quarter, during the height of their safari season.
We invest in maintaining strong relationships with our key travel agency network partners and seek to maintain commission rates and incentive structures that are competitive within the marketplace. 13 Historically, the majority of our guests have been from the United States.
We invest in maintaining strong relationships with our key travel agency network partners and seek to maintain commission rates and incentive structures that are competitive within the marketplace. Historically, the majority of our guests have been from the United States.
They are designed with a variety of public areas that offer views for passing landscape and observing wildlife and large dining rooms and lounges that form part of the social hubs of the ships, featuring presentation space for exploration recaps. 3 We have extensive experience operating in the Galápagos Islands, Alaska, Antarctica and the Arctic, with the Lindblad family having been among the first to bring non-scientist travelers to these regions.
They are designed with a variety of public areas that offer views for passing landscape and observing wildlife and large dining rooms and lounges that form part of the social hubs of the ships, featuring presentation space for exploration recaps. 2 We have extensive experience operating in the Galápagos Islands, Alaska, Antarctica and the Arctic, with the Lindblad family having been among the first to bring non-scientist travelers to these regions.
The vessels are nimble and can access locations that are unattainable for large cruise ships, allowing for in-depth exploration itineraries and viewpoints. The ships are customized to provide our signature adventure experiences and activities, such as kayaking among Antarctic icebergs to view penguins or traveling on a Zodiac for an up-close encounter with a whale.
The vessels are nimble and can access locations that are unattainable for large cruise ships, allowing for in-depth exploration itineraries and awe-inspiring viewpoints. The ships are customized to provide our signature adventure experiences and activities, such as kayaking among Antarctic icebergs to view penguins or traveling on a Zodiac for an up-close encounter with a whale.
Competition For our ship-based expeditions, we compete with a number of cruise lines with competition varying by destination. The market is currently fragmented and primarily comprised of private operators. The primary competitors that operate in the geographic regions we serve include Compagnie du Ponant, Hurtigruten Expeditions, Quark Expeditions, Silversea Expeditions, Seabourne Expeditions and UnCruise Adventures.
Competition For our ship-based expeditions, we compete with a number of cruise lines with competition varying by destination. The market is currently fragmented and primarily comprised of private operators. The primary competitors that operate in the geographic regions we serve include Compagnie du Ponant, Hurtigruten Expeditions, Quark Expeditions, Silversea Expeditions, Seabourn Expeditions and UnCruise Adventures.
Our talent management and succession plan process includes the identification of key positions based on current and future business strategies and the identification of potential successors. 19 Regulation Our ships are regulated by laws, regulations, and treaties set in force by the various international, national, state, and local jurisdictions in which we operate.
Our talent management and succession plan process includes the identification of key positions based on current and future business strategies and the identification of potential successors. 17 Regulation Our ships are regulated by laws, regulations, and treaties set in force by the various international, national, state, and local jurisdictions in which we operate.
Natural Habitat travelers have donated an additional $40 million in support of WWF priorities in some of the most precious yet imperiled places on the planet. This innovative partnership benefits our travelers, our company, and the planet as we work together to change the way people think about travel.
Natural Habitat travelers have donated an additional $50 million in support of WWF priorities in some of the most precious yet imperiled places on the planet. This innovative partnership benefits our travelers, our company, and the planet as we work together to change the way people think about travel.
Their expeditions average nine guests with itineraries running from six to 17 days, with an average of nine days. Off the Beaten Path offers active small-group and private custom journeys throughout North America, Central and South America, Oceania, Europe and Africa, ranging from seven to 29 days.
Their expeditions average eleven guests with itineraries running from six to 17 days, with an average of nine days. 7 Off the Beaten Path offers active small-group and private custom journeys throughout North America, Central and South America, Oceania, Europe and Africa, ranging from seven to 29 days.
On our ships this could include an opportunity for the guest to watch a pod of whales, including mothers with their calves, a rookery of sea lions gathered during breeding season, or a killer whale circling a seal on an ice floe, all while standing next to a marine biologist, providing an explanation of the situation's dynamics, and an experienced nature photographer from National Geographic providing guidance and tips for taking better photos.
On our ships this could include an opportunity for the guest to watch a pod of whales, including mothers with their calves, a rookery of sea lions gathered during breeding season, or a killer whale circling a seal on an ice floe, all while guests stand next to a marine biologist providing an explanation of the situation's dynamics, and an experienced nature photographer from National Geographic providing guidance and tips for taking better photos.
The EEDI is performance-based and requires a minimum energy efficiency level per capacity mile, calculated with a formula based on the unique technical design of a ship. The SEEMP provides an approach for establishing a method to improve the energy efficiency of a ship in a cost-effective manner.
The EEDI is performance-based and requires a minimum energy efficiency level per capacity mile, calculated with a formula based on the unique technical design of a ship. The EEXI provides an approach for establishing a method to improve the energy efficiency of a ship in a cost-effective manner.
Guests book their trips, on average, nine months prior to travel date for our Lindblad expeditions and seven months prior to travel for our land experiences, paying a deposit at booking, providing us significant visibility into future revenue and a source of cash flow.
Guests book their trips, on average, nine months prior to travel date for our Lindblad expeditions and our land experiences trips and tours, paying a deposit at booking, providing us significant visibility into future revenue and a source of cash flow.
Natural Habitat has provided more than $6 million in support of WWF’s mission to conserve nature and reduce the most pressing threats to the diversity of life on Earth and will continue to donate a portion of sales annually in support of these efforts.
Natural Habitat has provided more than $7 million in support of WWF’s mission to conserve nature and reduce the most pressing threats to the diversity of life on Earth and will continue to donate a portion of sales annually in support of these efforts.
Final payment is due 60 to 120 days prior to the date of travel, dependent upon the selected expedition or trip. Unlike the large cruise line operators that serve the broader market, our product offerings are inclusive of most costs and therefore the advance customer payments provide us strong visibility into future revenues and the associated cash flows.
Final payment is due 60 to 120 days prior to the date of travel, depending upon the selected expedition or trip. 9 Unlike the large cruise line operators that serve the broader market, our product offerings are inclusive of most costs and therefore the advance customer payments provide us strong visibility into future revenues and the associated cash flows.
Seasonality Lindblad tour revenues from the sale of guest tickets 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 nonpeak demand periods, in the second and fourth quarters.
Seasonality Lindblad tour revenues from the sale of guest tickets 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.
Known for authentic and engaging travels, the company has grown steadily, earning an industry-wide reputation for quality, garnering awards, including 7-time Travel + Leisure World’s Best, and becoming the trusted Tanzania operator for alumni of the world’s most prestigious universities. 6 As pioneers with decades of experience in the expedition adventure travel sector, we have established deep expertise and knowledge of operating expedition tours in remote, wild locations.
Known for authentic and engaging travels, the company has grown steadily, earning an industry-wide reputation for quality, garnering awards, including seven-time Travel + Leisure World’s Best, and becoming the trusted Tanzania operator for alumni of the world’s most prestigious universities. 5 As pioneers with decades of experience in the expedition adventure travel sector, we have established deep expertise and knowledge of operating expedition tours in remote, wild locations.
(“Natural Habitat”), Off the Beaten Path, LLC (“Off the Beaten Path”), DuVine Cycling + Adventure Company (“DuVine”), Classic Journeys, LLC (“Classic Journeys”), and Thomson Group, consisting of Wineland-Thomson Adventures, LLC (“Thomson Family Adventures”), Thomson Safaris Ltd (“Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), and the Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”).
(“Natural Habitat”), Off the Beaten Path, LLC (“Off the Beaten Path”), DuVine Cycling + Adventure Company (“DuVine”), Classic Journeys, LLC (“Classic Journeys”), and 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”).
This was accomplished through a combination approach of reusing, refusing, recycling, composting, and ‘terracycling’, which gave the travel industry a comprehensive look at how to minimize and mitigate waste during travel and several best practices documents were created to help shape and influence the industry.
This was accomplished through a combination approach of reusing, refusing, recycling, composting, and “terracycling,” which gave the travel industry a comprehensive look at how to minimize and mitigate waste during travel and several best practices documents were created to help shape and influence the industry.
The historic award-winning Gibb’s Farm, an 80-acre sanctuary and high-end lodge located near the Ngorongoro Crater, can accommodate up to 70 guests per night in its current 21 cottages. We are continuously focused on maintaining and elevating the guest experience and identifying new opportunities to help people discover the wonders of the world.
The historic award-winning Gibb’s Farm, an 80-acre sanctuary and high-end lodge located near the Ngorongoro Crater, can accommodate about 56 guests per night in its current 21 cottages. We are continuously focused on maintaining and elevating the guest experience and identifying new opportunities to help people discover the wonders of the world.
We believe that our platform is well positioned to opportunistically seek accretive purchases of operators that lack scale and capital, further extending our growth prospects. Operations Guest Activities and Services We provide our guests the opportunity and the tools to be active and engaged explorers.
We believe that our platform is well positioned to opportunistically seek accretive purchases of operators, further extending our growth prospects. Operations Guest Activities and Services We provide our guests the opportunity and the tools to be active and engaged explorers.
Our net yield per available guest night is driven by our offerings, premium pricing and ancillary guest revenue, such as pre- or post-voyage trip extensions, add-on optional activities, trip insurance and onboard spend. At the Lindblad segment, net yield per available guest night was $1,170, $1,097 and $978 in 2024, 2023 and 2022, respectively.
Our net yield per available guest night is driven by our offerings, premium pricing and ancillary guest revenue, such as pre- or post-voyage trip extensions, add-on optional activities, trip insurance and onboard spend. At the Lindblad segment, net yield per available guest night was $1,335, $1,170 and $1,097 in 2025, 2024 and 2023, respectively.
Expedition sailing guests sourced from the U.S. represented approximately 93% of our total global expedition cruise guests’ ticket revenue in 2024 and 94% in 2023 and 2022. While Land Experiences segment guests from the U.S. represented 93% and 91% of Land Experiences guest ticket revenue for 2024 and 2023, respectively.
Expedition sailing guests sourced from the U.S. represented approximately 90% of our total global expedition cruise guests’ ticket revenue in 2025, 93% in 2024 and 94% in 2023. While Land Experiences segment guests from the U.S. represented 93%, 93% and 91% of Land Experiences guest ticket revenue for 2025, 2024 and 2023, respectively.
Food is sourced locally whenever practicable from sustainable providers and seating is open with a relaxed atmosphere. Our ships offer a range of services and amenities which allow our guests to travel in comfort.
Food is sourced locally whenever practicable from sustainable providers and seating is open with a relaxed atmosphere. Our ships offer a range of services and amenities which allow our guests to comfortably travel.
Leveraging their Tanzania-based ground operations, Thomson Group focuses on providing socially responsible, eco-friendly, immersive Tanzanian safaris, and industry-leading, luxury Kilimanjaro treks. Most safari and post-Kilimanjaro itineraries benefit from the inclusion of Gibb’s Farm, an award-winning, historic lodge on 80 stunningly verdant acres that abut Ngorongoro Conservation Area.
Leveraging their Tanzania-based ground operations, handling small-group, private and prestigious affinity trips, Thomson Group focuses on providing socially responsible, eco-friendly, immersive Tanzanian safaris, and industry-leading, luxury Kilimanjaro treks. Most safari and post-Kilimanjaro itineraries benefit from the inclusion of Gibb’s Farm, an award-winning, historic lodge on 80 stunningly verdant acres that abut Ngorongoro Conservation Area.
However, we have historically achieved strong occupancy rates including operating at 78%, 77% and 75% occupancies for the years ended December 31, 2024, 2023 and 2022, respectively . 11 Maximize and Grow Net Yields per Available Guest Night We have historically achieved high net yields per available guest night and continue to see opportunities for growth.
However, we have historically achieved strong occupancy rates including operating at 88%, 78% and 77% occupancies for the years ended December 31, 2025, 2024 and 2023, respectively . Maximize and Grow Net Yields per Available Guest Night We have historically achieved high net yields per available guest night and continue to see opportunities for growth.
Together with our guests, since the Fund was established in 2008, we have awarded $24.7 million to local, regional and global projects supporting the regions we visit, and beyond. Since we and the National Geographic Society together cover the LEX-NG Fund’s operating costs, 100% of guest contributions go directly to on-the-ground projects.
Together with our guests, since the Fund was established in 2008, we have awarded more than $25.0 million to local, regional and global projects supporting the regions we visit, and beyond. Since we and the National Geographic Society together cover the LEX-NG Fund’s operating costs, 100% of guest contributions go directly to on-the-ground projects.
The Company promotes the health and wellness of its employees by strongly encouraging work-life balance and keeping the employee portion of health care premiums to a minimum, with a minimal increase to benefit premiums for employees in 2024.
The Company promotes the health and wellness of its employees by strongly encouraging work-life balance and keeping the employee portion of health care premiums to a minimum, with no increase to benefit premiums for employees in 2025.
Lindblad Expeditions also established an Artisan Fund in 2007, the first in-house artisan development program in the cruise industry, which draws its resources from 5% of sales in the shipboard global galleries and markets.
Lindblad also established an Artisan Fund in 2007, the first in-house artisan development program in the cruise industry, which draws its resources from a portion of sales in the shipboard global galleries and markets.
Classic Journeys’ tours are highlighted by expert and well-connected local guides who live in the regions being explored, luxury boutique accommodations, and handcrafted itineraries curated through years of local connections and experiences, including walking the tidal flats to Mont-St-Michel, following the footpath between the villages of the Cinque Terre, or wending through the colorful medinas of Fes and Marrakesh. 5 Thomson Group Founded on a passion for travel more than 40 years ago, US-based Thomson Group and its Tanzanian affiliates offer a depth of experience and expertise that are rare in the industry.
Classic Journeys’ tours are highlighted by expert and well-connected local guides who live in the regions being explored, luxury boutique accommodations, and handcrafted itineraries curated through years of local connections and experiences, including walking the tidal flats to Mont-St-Michel, following the footpath between the villages of the Cinque Terre, or wending through the colorful medinas of Fes and Marrakesh. 4 Thomson Group Founded on a passion for travel 45 years ago, US-based Thomson Group offers a depth of experience and expertise that are rare in the industry.
We also generate significant bookings from travel agents and wholesalers, representing approximately 25% of expedition sailing guest ticket revenue for 2024, 26% for 2023, and 28% for 2022, while Land Experiences bookings from travel agents and wholesalers represented approximately 11%, 10% and 13% of Land Experiences guest ticket revenue for 2024, 2023 and 2022, respectively.
We also generate significant bookings from travel agents and wholesalers, representing approximately 32% of expedition sailing guest ticket revenue for 2025, 25% for 2024, and 26% for 2023, while Land Experiences bookings from travel agents and wholesalers represented approximately 10%, 11% and 10% of Land Experiences guest ticket revenue for 2025, 2024 and 2023, respectively.
The system builds on the provisions for other EU ETS sectors, as well as the recently revised European Union Monitoring, Reporting and Verification Regulation for maritime transport. Shipping companies are required to surrender allowances for portion of their emissions during an initial phase in Period: The first deadline falls due in September 2025 for 40% of the 2024 emissions reported.
The system builds on the provisions for other EU ETS sectors, as well as the recently revised European Union Monitoring, Reporting and Verification Regulation for maritime transport. Shipping companies are required to surrender allowances for portion of their emissions during an initial phase in period.
Natural Habitat has been actively working to mitigate the waste produced on our adventures. In 2011, single-use plastic water bottles were eliminated on Natural Habitat trips. In 2018, we eliminated plastic straws.
Natural Habitat has been actively working to mitigate the waste produced on our adventures while also decarbonizing our trips and operations. In 2011, single-use plastic water bottles were eliminated on Natural Habitat trips and plastic straws in 2018.
In January 2024, the European Union Emissions Trading System (EU ETS) was extended to cover CO2 emissions from all large ships (5000 gross tones and above) entering European Union ports regardless of the flag they fly.
In January 2024, the European Union Emissions Trading System (“EU ETS”) was extended to cover CO2 emissions from all large ships (5,000 gross tones and above) entering European Union ports regardless of the flag they fly under.
Then in September 2026, 70% of 2025 emissions reported., and in September 2027 100% of emissions will need to be surrendered going forward each year. If regulatory bodies amend and enforce the implementation of more stringent environmental regulations, adjustments required may increase compliance costs as relevant to our operations.
Beginning with 2026 emissions, 100% of emissions will need to be surrendered the following September going forward each year. 18 If regulatory bodies amend and enforce the implementation of more stringent environmental regulations, adjustments required may increase compliance costs as relevant to our operations.
Ships operating elsewhere are subject to a limit of not more than 0.5% m/m. 20 In July 2011, MARPOL regulations introduced mandatory measures to reduce greenhouse gas emissions that included the utilization of an Energy Efficiency Design Index (“EEDI”) for new ships and the implementation of a Ship Energy Efficiency Management Plan (“SEEMP”) for all ships.
Ships operating elsewhere are subject to a limit of not more than 0.5% m/m. MARPOL regulations include mandatory measures to reduce greenhouse gas emissions that included the utilization of an Energy Efficiency Design Index (“EEDI”) for new ships and the implementation of a Ship Energy Efficiency Existing Ship Index (“EEXI”) for all ships.
Artisan Fund Lindblad established the Artisan Fund in 2007 to support artisan development work in regions we visit around the world and is funded through 5% of all proceeds from shipboard global gallery and market sales.
Artisan Fund Lindblad established the Artisan Fund in 2007 to support artisan development work in regions we visit around the world and is funded through a portion of all sales from shipboard global galleries and markets.
Specialty Land-Based Activity Segment Land-based adventure travel is characterized by an emphasis on experience and connection with the visiting surroundings, with typical itineraries containing a number of the following components: nature and the outdoors, physical activity, novel or unique experiences, culture, wellness, sustainability and low environmental impact. Top activities include hiking; culinary, cultural and wellness focused activities; and cycling.
Growing Demand in Experiential Land-Based Activity Segment Land-based adventure travel is characterized by an emphasis on experience and connection with the visiting surroundings, with typical itineraries containing a number of the following components: nature and the outdoors, physical activity, novel or unique experiences, culture, wellness, sustainability and low environmental impact.
Off the Beaten Path, established in 1986, has 38 years of experience connecting travelers to the combination of nature and culture of a destination, with a focus on avoiding crowds, opportunities for custom or select small group travel, while offering options for more active exploration. DuVine, since 1996, has been providing unique cycling adventure for two and a half decades.
Off the Beaten Path, established in 1986, has nearly 40 years of experience connecting travelers to the combination of nature and culture of a destination, with a focus on avoiding crowds, opportunities for custom or select small group travel, while offering options for more active exploration.
Thomson Group offers socially responsible and positively impactful light-treading Tanzanian safaris, industry-leading Kilimanjaro treks, global custom and private tours, and family travel experiences. Between their safaris, treks and tours, Thomson Group averages 10 or fewer guests per trip.
Thomson Group offers socially responsible and positively impactful light-treading Tanzanian safaris, and industry-leading Kilimanjaro treks, offering scheduled, customized, private and affinity trips. Between their safaris, treks and tours, Thomson Group averages 10 or fewer guests per trip.
These 2024 projects and programs are supported by $2.67 million in funding from the LEX-NG Fund.
These 2025 projects and programs are supported by $3.0 million in funding from the LEX-NG Fund.
The LEX-NG Fund is managed jointly by one of our staff members and one National Geographic Society staff member, and the Board of Directors is currently comprised of five members, including Sven-Olof Lindblad, our founder and Board Co-Chair; Ian Miller, Chief Science and Innovation Officer at the National Geographic Society; Alex Moen, Chief Explorer Engagement Officer at the National Geographic Society; and two At-Large members.
Funds for these activities were donated by guests traveling aboard the fleet, and online donations to the LEX-NG Fund made on the National Geographic Society’s website. 16 The LEX-NG Fund is managed jointly by one of our staff members and one National Geographic Society staff member, and the Board of Directors is currently comprised of five members, including Sven-Olof Lindblad, our founder and Board Co-Chair; Ian Miller, Chief Science and Innovation Officer at the National Geographic Society; Alex Moen, Chief Explorer Engagement Officer at the National Geographic Society; and two At-Large members.
For our land-based expeditions, trips and tours, we compete with a variety of companies offering itineraries in the countries in which we operate. These range from small private operators to larger companies operating across multiple countries. Some of our larger competitors include Abercrombie & Kent, Backroads, Butterfield & Robinson, Mountain Travel Sobek, Overseas Adventure Travel, and &Beyond.
For our land-based expeditions, trips and tours, we compete with a variety of companies offering itineraries in the countries in which we operate. These range from small private operators to larger companies operating across multiple countries.
These individuals are also generally near-retirement or retired and have the leisure time and disposable income available to pursue the type of activities that we provide. 16 High Barriers to Entry The cruise industry in general, and the adventure travel and specialty cruise industries specifically, are characterized by high barriers to entry, which include the expertise and experience required to operate safely and effectively in remote locations, the existence of several well-established and recognizable brands and the time and personal relationships required to develop strong networks of experts, guides and vendors to lead and support experiential travel.
High Barriers to Entry The cruise industry in general, and the adventure travel and specialty cruise industries specifically, are characterized by high barriers to entry, which include the expertise and experience required to operate safely and effectively in remote locations, the existence of several well-established and recognizable brands and the time and personal relationships required to develop strong networks of experts, guides and vendors to lead and support experiential travel.
The LEX-NG Fund issued dozens of unique grants and project funding support agreements in 2024 to conservationists, educators, researchers, and storytellers, plus seven regional partners including the Alaska Whale Foundation (in Southeast Alaska); Minga Peru (in the Peruvian Amazon); the Charles Darwin Foundation, WildAid, Scalesia Foundation, and Jocotoco/Island Conservation (all four working in the Galápagos Islands); and Sealife Response, Rehabilitation, and Research (for whale research in Antarctica). 18 All funds for these activities were donated by guests traveling aboard our fleet, and online donations to the LEX-NG Fund made on the National Geographic Society’s website.
The LEX-NG Fund issued dozens of unique grants and project funding support agreements in 2025 to conservationists, educators, researchers, and storytellers, plus seven regional partners including the Alaska Whale Foundation (in Southeast Alaska); Minga Peru (in the Peruvian Amazon); the Charles Darwin Foundation, WildAid, Scalesia Foundation, and Jocotoco/Island Conservation (all working in the Galápagos Islands); and Sealife Response, Rehabilitation, and Research (for whale research in Antarctica).
Local Regulations The Company’s ability to follow a planned itinerary for any expedition cruise may be affected by several factors, such as local regulations or restrictions on access (including access to protected and preserved areas). Corporate Information Our corporate headquarters are located at 96 Morton Street, 9th Floor, New York, New York 10014. Our telephone number is (212) 261-9000.
Local Regulations The Company’s ability to follow a planned itinerary for any expedition cruise may be affected by several factors, such as local regulations or restrictions on access (including access to protected and preserved areas). 19 Corporate Information Our corporate headquarters are located at 11 West 42nd Street, Suite 22 B3, New York, New York 10036.
MARPOL regulations imposed global limitations on the sulfur content of fuel used by ships operating worldwide and established special Emission Control Areas (“ECAs”) with stringent limitations on sulfur and nitrogen oxide emissions in these areas.
MARPOL regulations imposed global limitations on the sulfur content of fuel used by ships operating worldwide and established special Emission Control Areas (“ECAs”) with stringent limitations on sulfur and nitrogen oxide emissions in these areas. Currently, ships operating in ECAs are required to operate on fuel with a sulfur content of not more than 0.1% m/m (mass by mass).
In 2024, we continued to diversify our experiential product portfolio with the acquisition, through our land-based subsidiary Natural Habitat, of Thomson Group to further expand its land-based experiential travel offerings and increase its addressable market. Thomson Group consists of three adventure travel brands, including Tanzania safari specialists Thomson Safaris, with more than 40 years of experience in the country.
In 2024, we continued to diversify our experiential product portfolio with the acquisition, through our land-based subsidiary Natural Habitat, of Thomson Group to further expand its land-based experiential travel offerings and increase its addressable market.
Lindblad Expeditions’ Ships We operate a fleet of 12 owned expedition vessels, along with seven seasonal chartered ships, to provide our signature marine-based adventures to over 40 destinations on six continents, offering itineraries that last from five to over 30 days. The small size of our vessels allows them to reach places inaccessible to larger ships.
Lindblad Expeditions’ Ships We currently operate a fleet of 12 owned expedition vessels, along with 10 seasonal chartered ships (with several other vessels contracted for future expeditions), to provide our signature marine-based adventures to over 40 destinations on six continents, offering itineraries that last from five to over 30 days.
In 2021 we further diversified our product portfolio, with the acquisitions of Off the Beaten Path, a land-based travel operator specializing in authentic national park experiences, DuVine, an international luxury cycling and adventure company focused on exceptional food and wine experiences, and Classic Journeys, a leading luxury walking tour company that offers highly curated active small-group and private custom journeys.
In 2025 we further increased our fleet to 12 owned vessels when we acquired the renamed National Geographic Delfina and National Geographic Gemini , for sailing the Galápagos Islands, increasing our cupos (licenses) and guest capacity in the national park by 44%. 10 In 2021 we further diversified our product portfolio, with the acquisitions of Off the Beaten Path, a land-based travel operator specializing in authentic national park experiences, DuVine, an international luxury cycling and adventure company focused on exceptional food and wine experiences, and Classic Journeys, a leading luxury walking tour company that offers highly curated active small-group and private custom journeys.
Our largest channel for expedition sailing guest bookings is direct contact, either by guests calling and speaking with our expedition specialists or making a reservation online at our website. The direct channel represented approximately 54% of expedition cruise guest ticket revenues for 2024, 46% for 2023, and 40% in 2022.
Our largest channel for expedition sailing guest bookings is direct contact, either by guests calling and speaking with our expedition specialists or making a reservation online at our website.
Environmental and Social We are driven by the goal of helping people see, feel, discover and appreciate the natural world, increasing awareness and appreciation for the environment and, in turn, caring for the sustainability of our planet.
Some of our primary competitors include Abercrombie & Kent, Backroads, Butterfield & Robinson, Mountain Travel Sobek, Overseas Adventure Travel, and &Beyond. 14 Environmental and Social We are driven by the goal of helping people see, feel, discover and appreciate the natural world, increasing awareness and appreciation for the environment and, in turn, caring for the sustainability of our planet.
Each of our ships, except for our ships operating in Ecuador (not a signatory to the Convention), have received its certification of compliance with the requirements of the Convention.
Each of our ships, except for our ships operating in Ecuador (which are not subject to the Convention until April 4, 2026), has received its certification of compliance with the requirements of the Convention.
Our marketing team encompasses broad and diverse skill sets including product and channel marketing, digital marketing, database marketing, copywriting and creative, video production and research and analytics. 14 Trip Pricing Our voyage prices typically include accommodations and all expedition activities and meals, other than items of a personal nature, such as airfare to and from an expedition, spa treatments and certain other specialized events or activities.
Trip Pricing Our voyage prices typically include accommodations and all expedition activities and meals, other than items of a personal nature, such as airfare to and from an expedition, spa treatments and certain other specialized events or activities.
Department of Justice to implement mandatory and enforceable standards for passenger vessels covered by the Americans with Disabilities Act. At this time, we cannot accurately predict whether we will be required to make material modifications or incur significant additional expenses given the status of the proposed guidelines.
At this time, we cannot accurately predict whether we will be required to make material modifications or incur significant additional expenses given the status of the proposed guidelines.
A 5-time winner of Travel + Leisure Magazine’s World’s Best award, DuVine believes bike travel immerses guests fully in every destination, allowing an appreciation for the landscape with all senses, forming meaningful connections across cultures, and gaining a deeper understanding of the world. Classic Journeys, founded in 1995, offers the most culturally rich and authentic walking tours in the world.
DuVine, since 1996, has been providing unique cycling adventure for two and a half decades. A five-time winner of Travel + Leisure Magazine’s World’s Best award, DuVine believes bike travel immerses guests fully in every destination, allowing an appreciation for the landscape with all senses, forming meaningful connections across cultures, and gaining a deeper understanding of the world.
This new build program included the delivery of two custom built polar ice-class vessels, the National Geographic Resolution and the National Geographic Endurance , in 2021 and 2020, respectively, more than doubling the size of our existing polar capacity, and the delivery of two coastal vessels, the National Geographic Venture and the National Geographic Quest , in 2018 and 2017, respectively, nearly tripling the capacity of our US-flagged fleet.
We took delivery of two custom built polar ice-class vessels, the National Geographic Resolution and the National Geographic Endurance , in 2021 and 2020, respectively, more than doubling the size of our existing polar capacity.
The ADA requires that our U.S.-flagged vessels make “reasonable accommodation” in their policies, practices, and procedures to facilitate the carriage of passengers with disabilities. 21 In June 2013, the U.S.
The ADA requires that our U.S.-flagged vessels make “reasonable accommodation” in their policies, practices, and procedures to facilitate the carriage of passengers with disabilities. In June 2013, the U.S. Architectural and Transportation Barriers Compliance Board proposed guidelines for the construction and alteration of passenger vessels to ensure that the vessels are readily accessible to, and usable by, passengers with disabilities.
We also have a number of websites dedicated to the Thomson Group businesses, including www.thomsonsafaris.com for our Tanzania safaris offerings, www.thomsontreks.com for our luxury Kilimanjaro treks, www.gibbsfarm.com for our Gibbs Farm lodge, www.naturediscovery.com for our Kilimanjaro and mountain trekking operations, and www.familyadventures.com for scheduled and custom group and family adventure travels offerings.
We also have a number of websites dedicated to the Thomson Group businesses, including www.thomsonsafaris.com for our Tanzania safaris offerings, www.thomsontreks.com for our luxury Kilimanjaro treks, www.gibbsfarm.com for our Gibbs Farm lodge, www.naturediscovery.com for Kilimanjaro and mountain trekking operations. Consumers are directed to key areas on each website through weekly emails, direct mail, social media, press releases, and advertising.
The demand for small-group, immersive travel is growing due to traveler preferences shifting towards authentic and individualized travel experiences. Attractive Target Market Demographics Our offerings appeal to a wide range of travelers, both individuals and families. Affluent individuals in the U.S. aged 50 years or older represent our largest demographic category. Based on the U.S.
Top activities include hiking; culinary, cultural and wellness focused activities; and cycling. The demand for small-group, immersive travel is growing due to traveler preferences shifting towards authentic and individualized travel experiences. Attractive Target Market Demographics Our offerings appeal to a wide range of travelers, both individuals and families.
Census Bureau’s 2022 National Projections, the age group of 50 years and older numbered approximately 121 million individuals in 2022, or approximately 36% of the U.S. population, and is expected to grow 3% to 124 million by 2025 and 8% to 130 million by 2030.
Affluent individuals in the U.S. aged 50 years or older represent our largest demographic category. Based on the U.S. Census Bureau’s 2024 Community Survey, the age group of 50 years and older numbered approximately 120 million individuals in 2024, or approximately 36% of the U.S. population, and is expected to grow to 130 million by 2030.
Because of our commitment to environmentally friendly travel, Natural Habitat began a relationship with WWF in 2003 as a conservation travel provider for the Natural Habitat brand.
Our sustainable food program continues to grow, offering climate-conscious choices that support diverse dietary needs and waste reduction efforts. Because of our commitment to environmentally friendly travel, Natural Habitat began a relationship with WWF in 2003 as a conservation travel provider for the Natural Habitat brand.
Natural Habitat’s exclusive license agreement with WWF allows Natural Habitat to use the WWF name, logo and select mailing list through 2028 in return for a royalty fee. 10 Business and Growth Strategies The following are the key components of our business strategy: Deliver Exceptional Guest Experiences Our chief guiding principle throughout the organization is to ensure that everything adds value to the guest experience.
Business and Growth Strategies The following are the key components of our business strategy: Deliver Exceptional Guest Experiences Our chief guiding principle throughout the organization is to ensure that everything adds value to the guest experience.
DuVine’s trips include top-quality gear and support and are tailored to riders of all abilities with an emphasis on exceptional food and wine experiences, along with boutique accommodations. Classic Journeys Classic Journeys offers highly curated active small-group and private custom journeys that are centered around cinematic walks led by expert local guides in over 50 countries around the world.
Classic Journeys Classic Journeys offers highly curated active small-group and private custom journeys that are centered around cinematic walks led by expert local guides in over 50 countries around the world.
Industry and Market Ship based travel has been steadily increasing since 2021, with 20.4 million passengers in 2022, 31.7 million passengers in 2023, 35.7 million passengers expected to sail in 2024 and 39.5 million passengers forecasted to sail in 2027, per a Cruise Lines International Association's (“CLIA”) reports. The expedition travel segment passengers have increased 71% from 2019 to 2023.
In addition, we maintain workers’ compensation, directors’ and officers’ liability and other insurance coverage. 13 Industry and Market Ship-based travel has been steadily increasing since 2021, with 20.4 million passengers sailing in 2022, 31.7 million passengers in 2023, 34.6 million passengers in 2024 and 41.9 million passengers forecasted to sail in 2028 , per Cruise Lines International Association's (“CLIA”) reports.
Thomson Group was founded in 1981 and has been providing exceptional safari experiences, and Kilimanjaro treks and family adventures for more than 40 years.
Classic Journeys’ trips feature curated walks, ‘only with Classic Journeys’ access and experience, expert local guides, small groups, enchanting accommodations, eating like and with the locals, and regenerative travel. Thomson Group was founded in 1981 and has been providing exceptional safari experiences, and Kilimanjaro treks and family adventures for more than 40 years.
Given the demand for expedition sailing, since 2017, we have strategically expanded our owned and operated fleet from six ships to ten ships through a new build program.
Given the demand for expedition sailing, since 2017, we have strategically expanded our owned and operated fleet through a new build program. In 2018 and 2017 we took delivery of two coastal vessels, the National Geographic Venture and the National Geographic Quest , respectively, nearly tripling the capacity of our US-flagged fleet.
Architectural and Transportation Barriers Compliance Board proposed guidelines for the construction and alteration of passenger vessels to ensure that the vessels are readily accessible to, and usable by, passengers with disabilities. When finalized, these guidelines will be used by the U.S. Department of Transportation and U.S.
When finalized, these guidelines will be used by the U.S. Department of Transportation and U.S. Department of Justice to implement mandatory and enforceable standards for passenger vessels covered by the Americans with Disabilities Act.
Our Artisan Fund helps bolster and empower artisan communities by offering training programs, supplying workspaces and equipment, issuing grants for local projects benefiting artisans, and educating shipboard guests on the value of buying handmade goods.
Our Artisan Fund helps bolster and empower artisan communities by offering training programs, supplying workspaces and equipment, supporting local projects benefiting artisans, and educating shipboard guests on the value of buying handmade goods. 2025 accomplishments include hosting workshops aimed at preserving cultural heritage and repurposing wastepaper in Baja and Galapagos, respectively; engaging nearly 300 guests with the Greenlandic Sheep Wool project during their expeditions; and strengthening local support for artisans in Galapagos.
Recognized as a multi-time World’s Best Tour Operator by Travel + Leisure Magazine, Classic Journeys was inducted into the Travel + Leisure Magazine Hall of Fame in 2023 for sustained excellence. Classic Journeys’ trips feature curated walks, ‘only with Classic Journeys’ access and experience, expert local guides, small groups, enchanting accommodations, eating like and with the locals, and regenerative travel.
Classic Journeys, founded in 1995, offers the most culturally rich and authentic walking tours in the world. Recognized as a multi-time World’s Best Tour Operator by Travel + Leisure Magazine, Classic Journeys was inducted into the Travel + Leisure Magazine Hall of Fame in 2023 for sustained excellence.
CLIA reported that 64% of the overall cruise market was comprised of passengers aged 40 and over, while travelers aged 60 and over accounted for 34% of total passengers. We believe that our small ship expedition and small group land tour offerings, with itineraries that promote up-close encounters with wildlife, nature and culture, have significant appeal to this target market.
CLIA reported that 64% of the overall cruise market was comprised of passengers aged 40 and over, while travelers aged 60 and over accounted for 34% of total passengers .
Projects we funded in 2024 to offset emissions from the 2023 calendar year to offset Scope 1, 2, and 3 included a solar project in India, a wind power project in Inner Mongolia, China, and a biogas project in Uganda.
Projects we funded in 2025 to offset emissions from the 2024 calendar year to offset Scope 1, 2, and 3 included a clean cooking technology project in rural parts of India; a renewable energy project on pig farms in China; and a safe water project providing chlorine dispensers in Kenya and Uganda.
We believe we can explore farther and in a more meaningful way by actively creating a more diverse and inclusive organization where everyone feels that they belong. As of December 31, 2024, together with our subsidiaries, we had approximately 1,300 employees, including approximately 370 shipboard employees, and approximately 860 full-time and 80 part-time employees in our shoreside and land operations.
We believe we can explore farther and in a more meaningful way by actively creating a more diverse and inclusive organization where everyone feels that they belong.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Operating internationally exposes us to a number of risks, including unstable local economic conditions, volatile local political conditions, potential changes in duties and taxes, including changing interpretations of existing tax laws and regulations, potential changes in local laws, rules and regulations, required compliance with additional laws and policies affecting cruising, vacation or maritime businesses or governing the operations of foreign-based companies, currency fluctuations, interest rate movements, government controlled fuel prices, difficulties in operating under local business environments, U.S. and global anti-bribery laws and regulations, imposition of trade barriers, and restrictions on repatriation of earnings.
Operating internationally exposes us to a number of risks, including unstable local economic conditions, volatile local political conditions, potential changes in duties and taxes, including changing interpretations of existing tax laws and regulations and retaliatory policies, potential changes in local laws, rules and regulations, required compliance with additional laws and policies affecting cruising, vacation or maritime businesses or governing the operations of foreign-based companies, currency fluctuations, interest rate movements, government controlled fuel prices, difficulties in operating under local business environments, U.S. and global anti-bribery laws and regulations, imposition of trade barriers, and restrictions on repatriation of earnings.
If, for any reason, we are unable to effect a redemption or charitable sale when beneficial ownership of shares by non-U.S. citizens is in excess of 24.99% of the common stock, or otherwise prevent non-U.S. citizens in the aggregate from beneficially owning shares in excess of 24.99% of any class or series of capital stock, or fail to exercise our redemption or forced sale rights because we are unaware that ownership 36 exceeds such percentage, we will likely be unable to comply with the Coastwise Laws and will likely be required by the applicable governmental authorities to suspend our operations in the U.S. coastwise trade.
If, for any reason, we are unable to effect a redemption or charitable sale when beneficial ownership of shares by non-U.S. citizens is in excess of 24.99% of the common stock, or otherwise prevent non-U.S. citizens in the aggregate from beneficially owning shares in excess of 24.99% of any class or series of capital stock, or fail to exercise our redemption or forced sale rights because we are unaware that ownership exceeds such percentage, we will likely be unable to comply with the Coastwise Laws and will likely be required by the applicable governmental authorities to suspend our operations in the U.S. coastwise trade.
There is also a risk the confidentiality, privacy and/or security of data held by third parties or communicated over third-party networks or platforms could become compromised. We must make substantial capital expenditures to maintain and/or expand our fleet, and we may not be able to obtain sufficient financing or capital on favorable terms or at all.
There is also a risk the confidentiality, privacy and/or security of data held by third parties or communicated over third-party networks or platforms could become compromised. 23 We must make substantial capital expenditures to maintain and/or expand our fleet, and we may not be able to obtain sufficient financing or capital on favorable terms or at all.
A failure to adequately monitor a third-party service provider’s compliance with a service level agreement or regulatory or legal requirements could result in significant economic and reputational harm to us. 29 There is also a risk that the confidentiality, privacy and/or security of data held by third parties or communicated over third-party networks or platforms could become compromised.
A failure to adequately monitor a third-party service provider’s compliance with a service level agreement or regulatory or legal requirements could result in significant economic and reputational harm to us. There is also a risk that the confidentiality, privacy and/or security of data held by third parties or communicated over third-party networks or platforms could become compromised.
Our rights to operate in the Galápagos Islands are therefore subject to annual renewal based on the law and decree regarding the compliance with environmental and other applicable laws and regulations. If the Galápagos National Parks Service were to further restrict access to the park, we might be required to alter certain of our travel itineraries.
Our rights to operate in the Galápagos Islands are therefore subject to annual renewal based on the law and decree regarding the compliance with environmental and other applicable laws and regulations. 28 If the Galápagos National Parks Service were to further restrict access to the park, we might be required to alter certain of our travel itineraries.
Restrictions on access for us and our guests to other protected or preserved areas, including national parks, may result in losses in revenues typically generated by our expeditions to such areas. 31 Failure to comply with data privacy and security laws and regulations could adversely affect our operating results and business.
Restrictions on access for us and our guests to other protected or preserved areas, including national parks, may result in losses in revenues typically generated by our expeditions to such areas. Failure to comply with data privacy and security laws and regulations could adversely affect our operating results and business.
If we are unable to adequately address these risks, our financial position and results of operations could be adversely affected, including potentially impairing the value of our ships, goodwill and other assets. Operating globally also exposes us to numerous and sometimes conflicting legal and regulatory requirements.
If we are unable to adequately address these risks, our financial position and results of operations could be adversely affected, including potentially impairing the value of our ships, goodwill and other assets. 24 Operating globally also exposes us to numerous and sometimes conflicting legal and regulatory requirements.
The time and attention of our management may also be diverted in defending such claims, actions and investigations. Subject to applicable insurance coverage, we may also incur costs both in 30 defending against any claims, actions and investigations and for any judgments, fines, civil or criminal penalties if such claims, actions or investigations are adversely determined.
The time and attention of our management may also be diverted in defending such claims, actions and investigations. Subject to applicable insurance coverage, we may also incur costs both in defending against any claims, actions and investigations and for any judgments, fines, civil or criminal penalties if such claims, actions or investigations are adversely determined.
We also may incur additional debt in the future, including secured indebtedness. If new debt is added to our existing debt levels, the related risks that we now face would increase. We will require a significant amount of cash to service our debt and sustain our operations.
We also may incur additional debt in the future, including secured indebtedness. If new debt is added to our existing debt levels, the related risks that we now face would increase. 30 We will require a significant amount of cash to service our debt and sustain our operations.
Our principal executive offices are located in New York, New York, our principal shoreside operations are located in Seattle, Washington, our shoreside Galápagos’ offices in Ecuador, and our subsidiary operation offices are located in Louisville, Colorado, Bozeman, Montana, Somerville and Watertown, Massachusetts, and La Jolla, California. We also lease office space, land and camps in Tanzania.
Our principal executive offices are located in New York, New York, our principal shoreside operations are located in Seattle, Washington, our shoreside Galápagos’ offices in Ecuador, and our subsidiary operation offices are located in Louisville, Colorado, Bozeman, Montana, Somerville and Watertown, Massachusetts, and La Jolla, California. We also lease office space, land and camps in Tanzania and Kenya.
Further, if we are unable to repay, refinance or restructure our secured debt (including the notes), the holders of such debt could proceed against the collateral securing such indebtedness. If we default on our obligations to pay our other indebtedness, we may not be able to make payments on our outstanding notes.
Further, if we are unable to repay, refinance or restructure our secured debt (including the notes), the holders of such debt could proceed against the collateral securing such indebtedness. 31 If we default on our obligations to pay our other indebtedness, we may not be able to make payments on our outstanding notes.
Changes to federal or state classifications regarding remote employees and independent contractors could adversely impact our business and operations and increase our labor costs. 26 Conducting business globally may result in increased costs and other risks. We operate our business globally and plan to continue to expand our international presence.
Changes to federal or state classifications regarding remote employees and independent contractors could adversely impact our business and operations and increase our labor costs. Conducting business globally may result in increased costs and other risks. We operate our business globally and plan to continue to expand our international presence.
If our agreement with National Geographic is terminated early or modified in any material respect, due to any of the reasons set forth above or otherwise, our results of operations may be materially adversely affected. 24 Ship repair, revitalization delays or mechanical issues on existing vessels may result in cancellation of expeditions or unscheduled drydockings and repairs and, thus, adversely affect our results of operations.
If our agreement with National Geographic is terminated early or modified in any material respect, due to any of the reasons set forth above or otherwise, our results of operations may be materially adversely affected. 22 Ship repair, revitalization delays or mechanical issues on existing vessels may result in cancellation of expeditions or unscheduled drydockings and repairs and, thus, adversely affect our results of operations.
Any cases of any health outbreak on one of our vessels or other vessels could result in a subsequent suspension of travel or limit our ability to disembark guests from such vessels.
Any cases of any health outbreak on one of our vessels or other vessels could result in a suspension of travel or limit our ability to disembark guests from such vessels.
National Geographic has the right in certain instances to unilaterally terminate the Brand License Agreement early, including: in the event of a change of control; our failure to achieve specified growth benchmarks or capacity as of December 31, 2035; or a failure to meet product quality score benchmarks.
National Geographic has the right in certain instances to unilaterally terminate the Brand License Agreement early, including: in the event of a change of control; our failure to achieve specified growth benchmarks or capacity as of December 31, 2032; or a failure to meet product quality score benchmarks.
Additionally, if a shipyard is unable to perform under such a contract, any foreign currency forward contracts that were entered into to manage the currency risk would need to be terminated. Termination of any such contracts could result in a significant loss.
Additionally, if a shipyard or vendor is unable to perform under such a contract, any foreign currency forward contracts that were entered into to manage the currency risk would need to be terminated. Termination of any such contracts could result in a significant loss.
The considerable expansion in the use of social media over recent years has compounded the potential scope of the negative publicity that could be generated by those incidents. If any such incident occurs during a time of high seasonal demand, the effect could disproportionately impact our results of operations for the year.
The considerable expansion in the use of social media has compounded the potential scope of the negative publicity that could be generated by those incidents. If any such incident occurs during a time of high seasonal demand, the effect could disproportionately impact our results of operations for the year.
As a result, the sales price for that portion of the business may not attain the amount that could be obtained in an unregulated market. Risks Related to Our Debt Our substantial debt could adversely affect our financial condition. As of December 31, 2024, we had $635.0 million indebtedness and significant debt service obligations related thereto.
As a result, the sales price for that portion of the business may not attain the amount that could be obtained in an unregulated market. Risks Related to Our Debt Our substantial debt could adversely affect our financial condition. As of December 31, 2025, we had $675.0 million indebtedness and significant debt service obligations related thereto.
The payment of any dividends is within the discretion of our Board of Directors. It is the present intention of our Board of Directors to retain all earnings, if any, for use in our business operations and, accordingly, our Board of Directors does not anticipate declaring any dividends in the foreseeable future.
It is the present intention of our Board of Directors to retain all earnings, if any, for use in our business operations and, accordingly, our Board of Directors does not anticipate declaring any dividends in the foreseeable future.
Under these laws and regulations, various governmental and quasi-governmental agencies and other regulatory authorities may require us to obtain permits, licenses and certificates in connection with our operations.
Under these laws and regulations, various governmental and quasi-governmental agencies and other regulatory authorities may require us to obtain permits, licenses and certificates, or make payments, in connection with our operations.
In addition, we have ship maintenance contracts, and may have ship construction contracts in the future, that are denominated in currencies other than the U.S. dollar.
In addition, we have ship maintenance contracts, charter agreements and tour contracts, and may have ship construction contracts in the future, that are denominated in currencies other than the U.S. dollar.
In the event such restrictions voiding transfers would be ineffective for any reason, our Amended Certificate provides that if any transfer would otherwise result in the number of shares of any class or series of capital stock owned (of record or beneficially) by non-U.S. citizens being in excess of 22% of the outstanding shares of such class or series, such transfer will cause such excess shares to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries that are U.S. citizens.
The liquidity or market value of the shares of common stock may be adversely impacted by such transfer restrictions. 32 In the event such restrictions voiding transfers would be ineffective for any reason, our Amended Certificate provides that if any transfer would otherwise result in the number of shares of any class or series of capital stock owned (of record or beneficially) by non-U.S. citizens being in excess of 22% of the outstanding shares of such class or series, such transfer will cause such excess shares to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries that are U.S. citizens.
We must make substantial capital expenditures to maintain our fleet in good working order. Maintenance capital expenditures include those associated with drydocking a vessel or modifying an existing vessel.
We must make substantial capital expenditures to maintain our fleet in good working order and continue to be attractive to our guests. Maintenance capital expenditures include those associated with drydocking a vessel or modifying an existing vessel.
We have been, and may continue to be, impacted by the public’s concerns regarding the health, safety and security of travel, including government travel advisories and travel restrictions, political instability and civil unrest, terrorist attacks, war and military action, most recently the civil unrest in Ecuador, the war between Israel and Hamas, the continuing conflict resulting from the Russian invasion of Ukraine, and other general concerns.
We have been, and may continue to be, impacted by the public’s concerns regarding the health, safety and security of travel, including government travel advisories and travel restrictions, political instability and civil unrest, terrorist attacks, war and military action, such as the continuing conflict resulting from the Russian invasion of Ukraine, and other general concerns.
Failure to comply with international safety regulations may subject us to increased liability that may adversely affect our insurance coverage resulting in a denial of access to, or detention in, certain ports which could adversely affect our business.
Failure to comply with international safety regulations may subject us to increased liability that may adversely affect our insurance coverage resulting in a denial of access to, or detention in, certain ports which could adversely affect our business. The operation of vessels is subject to the requirements of the ISM Code.
In addition, as a result of any ship-related or other incidents, claims, enforcement actions and regulatory actions and investigations, including, but not limited to, those arising from personal injury, loss of life, loss of or damage to personal property, business interruption losses or environmental damage to any affected coastal waters and the surrounding area, may be asserted or brought against various parties, including us and/or our subsidiaries.
Such events could lead to an adverse impact on our financial condition or results of operations. 27 In addition, as a result of any ship-related or other incidents, claims, enforcement actions and regulatory actions and investigations, including, but not limited to, those arising from personal injury, loss of life, loss of or damage to personal property, business interruption losses or environmental damage to any affected coastal waters and the surrounding area, may be asserted or brought against various parties, including us and/or our subsidiaries.
The invasion of Ukraine and its resulting impacts, including supply chain disruptions, increased fuel prices and international sanctions and other measures that have been imposed, have adversely affected, and may continue to adversely affect, our business.
The resulting impacts of these events, including supply chain disruptions, increased fuel prices, impact on demand and international sanctions and other measures that have been imposed, have adversely affected, and may continue to adversely affect, our business.
We have a Brand License Agreement with National Geographic through 2040, and any early termination or alterations to this agreement would likely have a material adverse effect on our business.
Failure to maintain our Brand License Agreement with National Geographic could adversely affect our results of operations. We have a Brand License Agreement with National Geographic through 2040, and any early termination or alterations to this agreement would likely have a material adverse effect on our business.
Any such interruptions to our supply chain could increase our costs and could limit the availability of products critical to our operations. 25 In order to achieve cost and operational efficiencies, we outsource to third-party vendors certain services that are integral to the operations of our global businesses, such as our onboard concessionaires, certain of our call center operations, guest port services, logistics distribution and operation of a large part of our information technology systems, which are also affected by health pandemics.
In order to achieve cost and operational efficiencies, we outsource to third-party vendors certain services that are integral to the operations of our global businesses, such as our onboard concessionaires, certain of our call center operations, guest port services, logistics distribution and operation of a large part of our information technology systems, which may also be affected by health pandemics.
Incidents involving cruise ships, including isolated health infections that could result in potential outbreaks on our ships, and the related adverse media publicity, and adverse economic conditions that negatively affect our profitability could negatively impact our ability to recruit, develop, and retain sufficient qualified shipboard personnel.
Incidents involving cruise ships, including isolated health infections that could result in potential outbreaks on our ships, and the related adverse media publicity, and adverse economic conditions that negatively affect our profitability could negatively impact our ability to recruit, develop, and retain sufficient qualified shipboard personnel. 26 We rely on third-party providers of various services integral to the operation of our businesses.
The trustee will sell such excess shares to a U.S. citizen within 20 days of receiving notice from us and distribute to the proposed transferee the lesser of the price that the proposed transferee paid for such shares and the amount received from the sale, and any gain from the sale will be paid to the charitable beneficiary of the trust. 35 These trust transfer provisions also apply to situations where ownership of a class or series of capital stock by non-U.S. citizens in excess of 22% would be triggered by a change in the status of a record or beneficial owner thereof from a U.S. citizen to a non-U.S. citizen, in which case such person will receive the lesser of the market price of the shares on the date of such status change and the amount received from the sale.
These trust transfer provisions also apply to situations where ownership of a class or series of capital stock by non-U.S. citizens in excess of 22% would be triggered by a change in the status of a record or beneficial owner thereof from a U.S. citizen to a non-U.S. citizen, in which case such person will receive the lesser of the market price of the shares on the date of such status change and the amount received from the sale.
We have been and may continue to be impacted by inflation, higher fuel prices, higher interest rates and supply chain disruptions and may also be impacted by adverse changes in the perceived or actual economic climate, such as global or regional recessions, higher unemployment and underemployment rates and declines in income levels. 22 In past recessions, demand for our expeditionary travel offerings has been significantly negatively impacted, resulting in lower occupancy rates and adverse pricing.
We have been and may continue to be impacted by inflation, higher fuel prices, higher interest rates and supply chain disruptions and may also be impacted by adverse changes in the perceived or actual economic climate, such as global or regional recessions, higher unemployment and underemployment rates and declines in income levels.
The growth in capacity from these new ships and future orders, without an increase in the cruise industry’s share of the vacation market, could depress expedition prices and impede our ability to maintain high yields.
New expedition class ships have been ordered, are under construction, or have already been delivered for our competitors. The growth in capacity from these new ships and future orders, without an increase in the cruise industry’s share of the vacation market, could depress expedition prices and impede our ability to maintain high yields.
Risks Related to the Demand for Expedition Travel Events and conditions around the world, including war and other military actions, such as the civil unrest in Ecuador, the Israel-Hamas war, the ongoing conflict between Russia and Ukraine, or other events impacting the ability or desire of people to travel, have led, and may in the future lead, to a decline in demand for expedition travel .
Risks Related to the Demand for Expedition Travel Events and conditions around the world, including geopolitical events, war and other military actions or other events impacting the ability or desire of people to travel, have led, and may in the future lead, to a decline in demand for expedition travel.
At their respective maturity dates, the entire outstanding principal amount of our $360.0 million 6.75% Notes due 2027 and our $275.0 million 9.00% Notes due 2028, together with accrued and unpaid interest, if any, will become due and payable. We may not have the funds to fulfill these obligations or the ability to renegotiate these obligations.
At the maturity date, the entire outstanding principal amount of our $675.0 million 7.00% Notes due 2030, with accrued and unpaid interest, if any, will become due and payable. We may not have the funds to fulfill these obligations or the ability to renegotiate these obligations.
Cyber incidents that impact the security, availability, reliability, speed, accuracy or other proper functioning of our systems, information and measures, including outages, computer viruses, break-ins and similar disruptions, could have a significant impact on our operations.
Cyber incidents that impact the security, availability, reliability, speed, accuracy or other proper functioning of our systems, information and measures, including outages, computer viruses, break-ins and similar disruptions, could have a significant impact on our operations. We also use some artificial intelligence (AI) solutions for certain sales, back office, administrative and other functions.
In the event of such default, the holders of such indebtedness could elect to (i) declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, (ii) terminate their commitments and cease making further loans and (iii) institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. 34 If our operating performance declines, we may in the future need to seek waivers from the required lenders or holders, as applicable, under the instruments governing our other indebtedness to avoid being in default.
In the event of such default, the holders of such indebtedness could elect to (i) declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, (ii) terminate their commitments and cease making further loans and (iii) institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation.
Our fleet, the port facilities we use, and the destinations where we offer land expeditions may be adversely impacted by weather patterns or natural disasters or disruptions, such as hurricanes, earthquakes and changes in ice floes.
Our fleet, the port facilities we use, our expedition destinations, and the destinations where we offer land trips may be adversely impacted by weather patterns or natural disasters or disruptions, such as hurricanes, earthquakes and changes in ice floes, and climate change is expected to increase the frequency and intensity of certain adverse weather patterns.
If non-U.S. citizens own more than 22% of our capital stock, we may not have the funds or the ability to redeem any excess shares and the charitable trust mechanism described above may be deemed invalid or unenforceable, all with the result that we could be forced to either suspend our operations in the U.S. coastwise trade or be subject to substantial penalties.
In addition to the risks described above, the foregoing ownership restrictions on non-U.S. citizens could delay, defer or prevent a transaction or change in control that might involve a premium price for common stock or otherwise be in the best interest of our shareholders. 33 If non-U.S. citizens own more than 22% of our capital stock, we may not have the funds or the ability to redeem any excess shares and the charitable trust mechanism described above may be deemed invalid or unenforceable, all with the result that we could be forced to either suspend our operations in the U.S. coastwise trade or be subject to substantial penalties.
Our information systems, including our accounting, communications and data processing systems, as well as our maritime and/or shoreside operations, are integral to the efficient operation of our business.
We rely heavily on the proper functioning and availability of our information systems for our operations as well as for providing services to our customers. Our information systems, including our accounting, communications and data processing systems, as well as our maritime and/or shoreside operations, are integral to the efficient operation of our business.
Any restrictions on expedition travel related to health concerns or for other reasons, have materially adversely affected our business and could materially adversely affect our future financial condition and liquidity. Although most COVID-19 pandemic travel restrictions have been lifted or eased, such measures may be reimposed or extended as a result of a COVID-19 outbreak or another infectious disease.
Any restrictions on expedition travel related to health concerns or for other reasons, have materially adversely affected our business and could materially adversely affect our future financial condition and liquidity. Travel restrictions or measures may be imposed as a result of a pandemic, an infectious disease outbreak or as a result of international sanctions, war or other geopolitical events.
Significant disruptions or contractions in the industry could reduce the number of travel advisors available for us to market and sell our expeditions, which could have an adverse impact on our financial condition and results of operations. 28 Disruptions in our shoreside operations or our information systems may adversely affect our results of operations.
In addition, the travel advisor industry is sensitive to economic conditions that impact discretionary income. Significant disruptions or contractions in the industry could reduce the number of travel advisors available for us to market and sell our expeditions, which could have an adverse impact on our financial condition and results of operations.
In addition, changes in the availability of commercial airline services (whether due to price increases, a reduction in direct flights, flight cancellations or other factors) could adversely affect our guests’ ability to obtain air transport, which could adversely affect our results of operations.
In addition, changes in the availability of commercial airline services (whether due to price increases, a reduction in direct flights, flight cancellations or other factors) could adversely affect our guests’ ability to obtain air transport, which could adversely affect our results of operations. 25 Our reliance on travel advisors to sell and market our cruises exposes us to certain risks that, if realized, could adversely impact our business.
Changes in governmental regulations and safety or other equipment standards may require unbudgeted expenditures for alterations or the addition of new equipment for our vessels. 32 If we do not restrict the amount of ownership of our common stock by non-U.S. citizens, we could be prohibited from operating vessels in U.S. coastwise trade, which would adversely impact our business and operating results.
If we do not restrict the amount of ownership of our common stock by non-U.S. citizens, we could be prohibited from operating vessels in U.S. coastwise trade, which would adversely impact our business and operating results.
In certain circumstances, it may not be economical to defend against such matters and/or a legal strategy may not ultimately result in us prevailing in a matter. Such events could lead to an adverse impact on our financial condition or results of operations.
In certain circumstances, it may not be economical to defend against such matters and/or a legal strategy may not ultimately result in us prevailing in a matter.
The vacation industry in general is fiercely competitive with consumers being solicited for vacation travel from a variety of sources. 23 We face significant competition from other vacation options, adventure travel operators and cruise companies on the basis of pricing, quality, destination, travel advisors’ recommendations, and also in terms of the nature of ships and services we offer to guests.
We face significant competition from other vacation options, adventure travel operators and cruise companies on the basis of pricing, quality, destination, travel advisors’ recommendations, and also in terms of the nature of ships and services we offer to guests. Our competition within the expedition and cruise vacation industries depends on the destination and is fragmented.
WWF is a leading conservation organization whose mission is to conserve nature and reduce the most pressing threats to the diversity of life on Earth. Natural Habitat partners with WWF to offer conservation travel through a license agreement that allows Natural Habitat to use the WWF name and logo in return for a royalty fee, through December 2028.
Natural Habitat partners with WWF to offer conservation travel through a license agreement that allows Natural Habitat to use the WWF name and logo in return for a royalty fee, through December 2028.
Incidents or adverse publicity concerning the cruise industry, the expedition travel industry or the travel industry in general, terrorist or pirate attacks, war, travel restrictions, pandemics or other disruptions could affect our reputation as well as have a negative impact on our sales and results of operations.
Any economic forecasts for significant increases in unemployment in the U.S. and other regions would likely have a negative impact on demand for our expeditions, and these impacts could exist for an extensive period of time. 20 Incidents or adverse publicity concerning the cruise industry, the expedition travel industry or the travel industry in general, terrorist or pirate attacks, war, travel restrictions, pandemics or other disruptions could affect our reputation as well as have a negative impact on our sales and results of operations.
We therefore risk losing business not only to other expedition and adventure travel operators, but also to other vacation operators who provide other leisure options, including hotels, resorts and package holidays and tours.
We therefore risk losing business not only to other expedition and adventure travel operators, but also to other vacation operators who provide other leisure options, including hotels, resorts and package holidays and tours. The vacation industry in general is fiercely competitive with consumers being solicited for vacation travel from a variety of sources.
We have not paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends in the foreseeable future. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions.
General Risks Related to Our Securities We do not intend to pay any common stock dividends to shareholders in the foreseeable future. We have not paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends in the foreseeable future.
Although our information systems are protected through physical and software safeguards, as well as redundant systems, network security measures and backup systems, it is difficult to fully protect against the possibility of power loss, telecommunications failures, cyber-attacks, and other cyber incidents in every potential circumstance that may arise.
The use of AI by us and/or our business partners creates the risk for the potential loss or misuse of personal data or the dissemination of confidential information, either of which may result in significantly increased business and security costs, a damaged reputation, administrative penalties, or costs related to defending legal claims Although our information systems are protected through physical and software safeguards, as well as redundant systems, network security measures and backup systems, it is difficult to fully protect against the possibility of power loss, telecommunications failures, cyber-attacks, and other cyber incidents in every potential circumstance that may arise.
If Natural Habitat’s license agreement with WWF was terminated or modified in any material respect, our results of operations for the Land Experiences segment may be materially adversely affected. Environmental, labor, health and safety, financial responsibility and other maritime regulations could affect operations and increase operating costs.
If Natural Habitat’s license agreement with WWF was terminated or modified in any material respect, our results of operations for the Land Experiences segment may be materially adversely affected. Our operating costs could continue to increase due to market forces, inflation, supply chain disruptions and economic or geopolitical factors beyond our control.
Our information technology systems are subject to cyber and other risks, some of which are beyond our control, which could have a material adverse effect on our business, results of operations and financial position. We rely heavily on the proper functioning and availability of our information systems for our operations as well as for providing services to our customers.
Such a breach could adversely affect our reputation and in turn adversely affect our business. Our information technology systems are subject to cyber and other risks, some of which are beyond our control, which could have a material adverse effect on our business, results of operations and financial position.
If we are not able to refinance any of our debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt. 33 The impact of volatility and disruptions in the global credit and financial markets may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship contractual payments.
The impact of volatility and disruptions in the global credit and financial markets may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship contractual payments.
These laws and regulations take the form of international conventions and agreements, including the International Maritime Organization conventions and regulations and the International Convention for the Safety of Life at Sea, which are applicable to all internationally trading vessels, and national, state and local laws and regulations, all of which may be amended from time to time.
These laws and regulations take the form of international conventions and agreements, including the IMO conventions and regulations and SOLAS, which are applicable to all internationally trading vessels, EU-ETS, which is applicable to certain vessels operating within the European Union countries’ territorial waters, and national, state and local laws and regulations, all of which may be amended from time to time.
Our reliance on travel advisors to sell and market our cruises exposes us to certain risks that, if realized, could adversely impact our business. Because we rely on travel advisors to generate a substantial portion of the bookings for our ships, we must ensure that our commission rates and incentive structures remain competitive.
Because we rely on travel advisors to generate a substantial portion of the bookings for our ships, we must ensure that our commission rates and incentive structures remain competitive. If we fail to offer competitive compensation packages, these advisors may be incentivized to sell vacation packages offered by our competitors to our detriment, which could adversely impact our operating results.
In particular, a deterioration in global economic conditions that adversely affects discretionary income and consumer confidence may, in turn, result in decreased bookings, prices and onboard revenues for the expedition and cruise industries. Uncertain economic conditions also impact consumer confidence and pose a risk as vacationers may postpone or reduce discretionary spending.
The demand for travel experiences, including expedition cruises and land-based travel, may be adversely affected by international, national and local economic conditions. In particular, a deterioration in global economic conditions that adversely affects discretionary income and consumer confidence may, in turn, result in decreased bookings, prices and onboard revenues for the expedition and cruise industries.
In the event that we do not compete effectively within the vacation industry, our results of operations and financial position would be materially adversely affected. An increase in expedition ship capacity worldwide or excess capacity in a particular market could adversely impact our expedition sales and/or pricing.
In the event that we do not compete effectively within the vacation industry, our results of operations and financial position would be materially adversely affected. 21 Expedition sales and/or pricing may be impacted both by the introduction of new ships into the marketplace and by our and our competitors' deployment decisions.
Any of the foregoing could have an adverse impact on our results of operations, cash flows and financial condition. Our business may be negatively affected by severe or unusual weather conditions, including climate change.
We also cannot predict whether new expeditions and new itineraries that we may offer will be successful. Any of the foregoing could have an adverse impact on our results of operations, cash flows and financial condition. Climate change could have a material impact on our business.
Failure to protect and differentiate our brands from competitors throughout the vacation market could adversely affect our results of operations. 27 We have a relationship with World Wildlife Fund ( “ WWF ” ), and the termination of or alterations to this relationship may have an adverse effect on our Natural Habitat business.
We have a relationship with World Wildlife Fund ( “ WWF ” ), and the termination of or alterations to this relationship may have an adverse effect on our Natural Habitat business. WWF is a leading conservation organization whose mission is to conserve nature and reduce the most pressing threats to the diversity of life on Earth.
Adverse worldwide economic, geopolitical or other conditions could reduce the demand for expedition travel and adversely impact our operating results, cash flows and financial condition. The demand for travel experiences, including expedition cruises and land-based travel, may be adversely affected by international, national and local economic and geopolitical conditions.
Any of these factors could lead to a reduction in the demand for expedition travel, which would negatively impact our business. Adverse worldwide economic conditions could reduce the demand for expedition travel and adversely impact our operating results, cash flows and financial condition.
We cannot be assured that we will be able to generate sufficient cash through any of the foregoing.
We cannot be assured that we will be able to generate sufficient cash through any of the foregoing. If we are not able to refinance any of our debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt.
Any of the foregoing could have an adverse impact on our results of operations and on industry performance. Failure to maintain our Brand License Agreement with National Geographic could adversely affect our results of operations.
Environmental scrutiny of our operations or the cruise industry in general may continue to impact how we are perceived, which may have a material impact on our operations and financial results. Any of the foregoing could have an adverse impact on our results of operations and on industry performance.
Removed
Any economic forecasts for significant increases in unemployment in the U.S. and other regions would likely have a negative impact on demand for our expeditions, and these impacts could exist for an extensive period of time.
Added
Uncertain economic conditions also impact consumer confidence and pose a risk as vacationers may postpone or reduce discretionary spending.
Removed
Our competition within the expedition and cruise vacation industries depends on the destination, is fragmented, and is primarily comprised of private operators. Currently, we do not directly compete with large cruise vessels.
Added
In past recessions, demand for our expeditionary travel offerings has been significantly negatively impacted, resulting in lower occupancy rates and adverse pricing.
Removed
However, large cruise operators have been expanding into the expedition cruise market, and in the event they start offering smaller sized vessels to compete directly with us and our itineraries, we would have increased competition and could face pricing pressures by such competitors through discounts or otherwise that would likely negatively impact our profitability.
Added
Failure to protect and differentiate our brands from competitors throughout the vacation market would likely negatively impact the demand for our offerings.
Removed
Expedition sales and/or pricing may be impacted both by the introduction of new ships into the marketplace and by our deployment decisions and our competitors’ deployment decisions. New expedition class ships have been ordered, are under construction, or have already been delivered for our competitors.
Added
In addition, concerns regarding climate change have resulted in regulatory activity and developments that have impacted us and may in the future have a material impact on our business and financial results.
Removed
In addition, these and any other events that impact the travel industry more generally may negatively impact our ability to deliver guests or crew to our expeditions and/or interrupt our ability to obtain services and goods from key vendors in our supply chain.
Added
Regulatory developments could, for example, result in increased costs and capital expenditures, the inability to operate ships that do not meet certain standards, the acceleration of the removal of less fuel-efficient ships from our fleet, restrict or limit our access to certain destinations or impact our operational autonomy.
Removed
If our redeployment of vessels to a new market with new itineraries is not successful, our business and operating results may be adversely affected. We cannot predict whether new expeditions and new itineraries that we may offer in connection with the redeployment of any of our vessels will attract a number of guests comparable to previous expeditions.
Added
Regulatory efforts are evolving, and we cannot determine what final regulations will be enacted, modified, or reversed or what their ultimate impact on our business will be. In addition, concerns about climate change could cause material changes in consumer preferences away from vacations that are perceived to negatively impact the environment.
Removed
If redeployments and new expeditions do not attract as many guests as past expeditions or if there is a delay in finalizing or marketing the new itineraries, our business and operating results may be adversely affected. Failure to develop the value of our brands and differentiate our products could adversely affect our results of operations.
Added
Significant weather, climate events and/or natural disasters could adversely impact our business and results of operations. Natural disasters (e.g., earthquakes, volcanos, wildfires), weather and/or climate events (including hurricanes and typhoons) could impact our operations resulting in travel restrictions, guest cancellations, an inability to source our crew or our provisions and supplies from certain places.
Removed
Our success depends on the strength and continued development of our expedition brands and on the effectiveness of our brand strategies.
Added
We may be required to alter itineraries and cancel an expedition or a series of expeditions or to redeploy our ships due to these types of events, which could have an adverse effect on our sales, operating costs and profitability in the current and future periods.
Removed
Our operating costs could continue to increase due to market forces, inflation, supply chain disruptions and economic or geopolitical factors beyond our control.

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Item 2. Properties

Properties — owned and leased real estate

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We also lease our Natural Habitat office in Louisville, Colorado, our Off the Beaten Path office in Bozeman, Montana, our DuVine Cycling and Adventure office in Somerville, Massachusetts, our Classic Journeys office in La Jolla, California, a media studio in Burlington, Vermont, our Thomson Safaris offices in Watertown, Massachusetts and Tanzania, Nature Discovery and Gibb’s Farm land and camps in Tanzania, and warehouse space in Seattle, Washington for our shoreside operations.
We also lease our Natural Habitat office in Louisville, Colorado, our Off the Beaten Path office in Bozeman, Montana, our DuVine Cycling and Adventure office in Somerville, Massachusetts, our Classic Journeys office in La Jolla, California, a media studio in Burlington, Vermont, our Thomson Safaris offices in Watertown, Massachusetts, Thomson Safaris Tanzania, Nature Discovery and Gibb’s Farm land, camps and offices in Tanzania, safari camps in Kenya, and warehouse space in Seattle, Washington for our shoreside operations.
Item 2. Properties Our principal executive offices are located at 96 Morton Street, New York, New York where we lease approximately 13,000 square feet. Our principal shoreside operations are located at 2505 Second Avenue, Seattle, Washington, consisting of approximately 11,000 square feet.
Item 2. Properties Our principal executive offices are located at 11 West 42nd Street, Suite 22 B3, New York, New York where we lease approximately 11,000 square feet. Our principal shoreside operations are located at 2505 Second Avenue, Seattle, Washington, consisting of approximately 11,000 square feet.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Except as described below, we are not currently involved in any litigation nor, to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have the potential for a material adverse effect on our financial position or results of operations. Workers ’ Committee of Navilusal Cia. Ltda.
We are not currently involved in any litigation nor, to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have the potential for a material adverse effect on our financial position or results of operations. Item 4. Mine Safety Disclosures Not applicable. 37 PART II
Removed
On October 8, 2024, the Workers’ Committee of Navilusal Cia. Ltda. filed an action (the “Complaint”) with the Ministry of Labor in the Republic of Ecuador against Navilusal Cia. Ltda.
Removed
(“Navilusal”), a subsidiary of the Company, alleging, among other things, Navilusal’s failure to pay a surcharge on gross sales and a percent of net profits of Ecuadorian subsidiary companies Metrohotel and Marventura, and monetary damages related thereto.
Removed
The Company entered into mediation with the involved parties and agreed to settle the matter and have the Complaint dismissed for an immaterial amount. The settlement includes no admission of liability, wrongdoing, or fault by the Company or Navilusal. Item 4. Mine Safety Disclosures Not applicable. 40 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Item 4. Mine Safety Disclosures 40 PART II Item 5. Market for Registrant ’ s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 41 Item 6. Reserved 39 Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 43
Item 4. Mine Safety Disclosures 37 PART II Item 5. Market for Registrant ’ s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 38 Item 6. Reserved 39 Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 40

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the NASDAQ Capital Market under the symbol “LIND”. Holders As of January 31, 2025, there were 186 holders of record of our common stock.
Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the NASDAQ Capital Market under the symbol “LIND”. Holders As of January 31, 2026, there were 186 holders of record of our common stock.
No shares were repurchased under the Repurchase Plan during the three months ended December 31, 2024 and $12.0 million remained available for repurchase under the Repurchase Plan. 41 The following table represents information with respect to shares of common stock withheld from vesting of stock-based compensation awards for employee income taxes, for the periods indicated: Period Total number of shares purchased Average price paid per share Dollar value of shares purchased as part of publicly announced plans or programs Maximum dollar value of shares that may be purchased under approved plans or programs October 1 through October 31, 2024 17,604 $ 9.88 $ - $ 11,974,787 November 1 through November 30, 2024 19,903 13.12 - 11,974,787 December 1 through December 31, 2024 548 13.26 - 11,974,787 Total 38,055 $ - Stock Performance Graph The following stock performance graph compares the performance of our common stock from December 31, 2019 to December 31, 2024 with the performance of the Standard & Poor’s 500 Composite Stock Index, the Standard and Poor’s 1500 Hotels, Resorts and Cruise Lines Industry Index and the FTSE 100 Index.
No shares were repurchased under the Repurchase Plan during the three months ended December 31, 2025 and $12.0 million remained available for repurchase under the Repurchase Plan. 38 The following table represents information with respect to shares of common stock withheld from vesting of stock-based compensation awards for employee income taxes, for the periods indicated: Period Total number of shares purchased Average price paid per share Dollar value of shares purchased as part of publicly announced plans or programs Maximum dollar value of shares that may be purchased under approved plans or programs October 1 through October 31, 2025 2,216 $ 12.28 $ - $ 11,974,787 November 1 through November 30, 2025 3,397 11.94 - 11,974,787 December 1 through December 31, 2025 371 11.96 - 11,974,787 Total 5,984 $ - Stock Performance Graph The following stock performance graph compares the performance of our common stock from December 31, 2020 to December 31, 2025 with the performance of the Standard & Poor’s 500 Composite Stock Index and the Standard and Poor’s 1500 Hotels, Resorts and Cruise Lines Industry Index and the FTSE 100 Index.
Recent Sales by the Company of Unregistered Securities There were no unregistered sales of equity securities during the three months ended December 31, 2024. Repurchases of Securities Our Board of Directors publicly announced a stock repurchase plan (“Repurchase Plan”) on November 9, 2015 and increased the Repurchase Plan to $35.0 million on November 4, 2016.
Recent Sales by the Company of Unregistered Securities There were no unregistered sales of equity securities during the three months ended December 31, 2025. Repurchases of Securities We maintain a $35.0 million stock repurchase plan (“Repurchase Plan”) established by our Board of Directors.
The following performance graph and table should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 LIND $ 100.00 $ 104.65 $ 102.38 $ 47.07 $ 68.89 $ 72.25 S&P 500 100.00 116.60 147.96 119.19 148.07 182.59 S&P Hotels, Resorts & Cruise Lines Index 100.00 76.81 93.34 70.56 112.46 147.70 FTSE 100 Index 100.00 85.66 97.91 98.80 102.58 108.36
The following performance graph and table should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 LIND $ 100.00 $ 97.84 $ 44.98 $ 65.83 $ 69.04 $ 84.23 S&P 500 100.00 126.89 102.22 126.99 156.59 182.25 S&P Hotels, Resorts & Cruise Lines Index 100.00 121.51 91.86 146.40 192.29 212.97 FTSE 100 Index 100.00 114.30 115.34 119.76 126.51 153.72
The Standard and Poor’s 1500 Hotels, Resorts and Cruise Lines Industry Index was added as the Company's closest related published industry index. The graph assumes an initial investment of $100 on December 31, 2019 and reinvestment of dividends.
The graph assumes an initial investment of $100 on December 31, 2020 and reinvestment of dividends.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Herewith 32.2 Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Herewith 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation.
Herewith 32.2 Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Herewith 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation.
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.
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.
These capitalized costs may include structural costs, equipment, fixtures, floor, and wall coverings. Prop erty and equipment, net is stated at cost less accumulated depreciation.
These capitalized costs may include structural costs, equipment, fixtures, and floor and wall coverings. Prop erty and equipment, net is stated at cost less accumulated depreciation.
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.
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.
Upon the occurrence of a triggering event, any event or circumstance that indicates that the fair value or the Company’s intangible assets might be below its carrying amount, the assessment of possible impairment of the Company’s intangible assets will be based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows.
Upon the occurrence of a triggering event, any event or circumstance that indicates that the fair value of the Company’s intangible assets might be below its carrying amount, the assessment of possible impairment of the Company’s intangible assets will be based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows.
Under the two -class method, undistributed earnings available to stockholders for the period are allocated on a pro rata basis to the common stockholders and to the holders of convertible preferred shares based on the weighted average number of common shares outstanding and number of shares that could be issued upon conversion of the Preferred Stock.
Under the two -class method, undistributed earnings available to stockholders for the period are allocated on a pro rata basis to the common stockholders and to the holders of convertible preferred stock based on the weighted average number of common shares outstanding and number of shares that could be issued upon conversion of the Preferred Stock.
By Reference 10-K March 6, 2024 101.INS Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) Herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Herewith 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Management compensatory agreement. # Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
By Reference 10-K March 6, 2024 101.INS Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) Herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Herewith 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Management compensatory agreement. 58 # Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
In order to operate guest tour expedition vessels from U.S. ports, the Company is required to either post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% in restricted accounts, up to a maximum of $32 million.
In order to operate guest tour expedition vessels from U.S. ports, the Company is required to either post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% in restricted accounts, up to a maximum of $32.0 million.
Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at the Company’s option, an adjusted Secured Overnight Financing Rate plus a spread or a base rate plus a spread. The Company is required to pay a 0.5% quarterly commitment fee on undrawn amounts under the Revolving Credit Facility.
Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at the Company’s option, an adjusted Secured Overnight Financing Rate (“SOFR”) plus a spread or a base rate plus a spread. The Company is required to pay a 0.5% quarterly commitment fee on undrawn amounts under the Revolving Credit Facility.
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. 52 Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.
The functional currencies of the Company’s operating entities are the U.S. dollar and Tanzanian shilling, and the remeasurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses. Adjustments resulting from translating the foreign currency into U.S. dollars are recorded in other comprehensive income.
The functional currencies of the Company’s operating entities are the U.S. dollar, and the Tanzanian and Kenyan shilling, and the remeasurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses. Adjustments resulting from translating the foreign currency into U.S. dollars are recorded in other comprehensive income.
At the inception of a lease, the Company recognizes right-of-use lease assets and related lease liabilities measured as the present value of future lease payments. The Company’s right-of-use lease assets are recorded in other long-term assets and the Company’s long-term lease liabilities are recorded in other long-term liabilities.
At the inception of a lease, the Company recognizes right-of-use lease assets and related lease liabilities measured as the present value of future lease payments. The Company’s right-of-use lease assets are recorded in other long-term assets and the Company’s lease liabilities are recorded in lease liabilities-current and other long-term liabilities.
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, 2024 and 2023; ● 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 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.
Certain Relationships and Related Transactions, and Director Independence Information concerning our executive officers, directors and corporate governance is incorporated herein by reference to our Definitive Proxy Statement to be filed with the Securities and Exchange Commission (“SEC”) within 120 days after the end of our fiscal year covered by this Form 10-K with respect to our 2025 Annual Meeting of Stockholders.
Certain Relationships and Related Transactions, and Director Independence Information concerning our executive officers, directors and corporate governance is incorporated herein by reference to our Definitive Proxy Statement to be filed with the Securities and Exchange Commission (“SEC”) within 120 days after the end of our fiscal year covered by this Form 10-K with respect to our 2026 Annual Meeting of Stockholders.
By Reference 8-K February 7, 2022 10. 22 Revolving Credit Agreement, dated as of February 4, 2022, by and among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc., the lenders and other parties party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, and Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A., and Citibank, N.A. as joint bookrunners, joint lead arrangers and syndication agents.
By Reference 8-K February 7, 2022 10.17 Revolving Credit Agreement, dated as of February 4, 2022, by and among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc., the lenders and other parties party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, and Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A., and Citibank, N.A. as joint bookrunners, joint lead arrangers and syndication agents.
Executive Compensation Information concerning our executive officers, directors and corporate governance is incorporated herein by reference to our Definitive Proxy Statement to be filed with the Securities and Exchange Commission (“SEC”) within 120 days after the end of our fiscal year covered by this Form 10-K with respect to our 2025 Annual Meeting of Stockholders. Item 12.
Executive Compensation Information concerning our executive officers, directors and corporate governance is incorporated herein by reference to our Definitive Proxy Statement to be filed with the Securities and Exchange Commission (“SEC”) within 120 days after the end of our fiscal year covered by this Form 10 -K with respect to our 2026 Annual Meeting of Stockholders. Item 12.
We have cumulatively repurchased 875,218 shares of common stock for $8.3 million and 6,011,926 previously outstanding warrants for $14.7 million, since plan inception. All repurchases were made using cash resources. The balance for the Repurchase Plan was $12.0 million as of December 31, 2024. No shares were repurchased under the Repurchase Plan during 2024.
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.
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Lindblad Expeditions Holdings, Inc. and Subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Lindblad Expeditions Holdings, Inc. and Subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).
Brand License Agreement – National Geographic The Company is party to a brand license agreement with National Geographic through 2040 , which includes a co-selling and co-marketing arrangement through which National Geographic promotes the Company’s offerings in its marketing campaigns across web-based, email, print and other marketing platforms and distributes the Company’s expeditions through the Disney Signature Experiences platform and also allows the Company to use the National Geographic name and logo.
F- 25 Brand License Agreement – National Geographic The Company is party to a brand license agreement with National Geographic through 2040 , which includes a co-selling and co-marketing arrangement through which National Geographic promotes the Company’s offerings in its marketing campaigns across web-based, email, print and other marketing platforms and distributes the Company’s expeditions through the Disney Signature Experiences platform and also allows the Company to use the National Geographic name and logo.
Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2024. Management ’ s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. Management ’ s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
Directors, Executive Officers and Corporate Governance Information concerning our executive officers, directors and corporate governance is incorporated herein by reference to our Definitive Proxy Statement to be filed with the Securities and Exchange Commission (“SEC”) within 120 days after the end of our fiscal year covered by this Form 10-K with respect to our 2025 Annual Meeting of Stockholders.
Directors, Executive Officers and Corporate Governance Information concerning our executive officers, directors and corporate governance is incorporated herein by reference to our Definitive Proxy Statement to be filed with the Securities and Exchange Commission (“SEC”) within 120 days after the end of our fiscal year covered by this Form 10 -K with respect to our 2026 Annual Meeting of Stockholders.
Vessel improvement costs that add value to the Company’s vessels, such as those discussed above, are capitalized and depreciated over the shorter of the improvements, or the vessel’s estimated remaining useful life, while costs of repairs and maintenance, including minor improvement costs and drydock expenses, are charged to expense as incurred and included in cost of tours.
F- 12 Vessel improvement costs that add value to the Company’s vessels, such as those discussed above, are capitalized and depreciated over the shorter of the improvements, or the vessel’s estimated remaining useful life, while costs of repairs and maintenance, including minor improvement costs and drydock expenses, are charged to expense as incurred and included in cost of tours.
If a quantitative assessment is needed, judgement is required in estimating the future cash flows and fair values of its tradenames, customer lists and operating rights. As of and for the year ended December 31, 2024 and 2023 the Company determined that there were no triggering events regarding its intangible assets.
If a quantitative assessment is needed, judgement is required in estimating the future cash flows and fair values of its tradenames, customer lists and operating rights. As of and for the year ended December 31, 2025 and 2024 the Company determined that there were no triggering events regarding its intangible assets.
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 and charter hire costs.
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.
No taxes have been accrued as a result of this change because no taxes are expected to be imposed by either the United States or the Cayman Islands upon such a remittance. F- 22 The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions.
No taxes have been accrued as a result of this change because no taxes are expected to be imposed by either the United States or the Cayman Islands upon such a remittance. The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears in Item 9A of this Annual Report on Form 10-K.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears in Item 9A of this Annual Report on Form 10-K.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
The Company continues to monitor counterparty credit risk as part of its ongoing derivative assessments. The Company’s derivative assets and liabilities consist principally of currency exchange contracts, which are carried at fair value based on significant observable inputs (Level 2 inputs).
The Company continues to monitor counterparty credit risk as part of its ongoing derivative assessments. F- 14 The Company’s derivative assets and liabilities consist principally of currency exchange contracts, which are carried at fair value based on significant observable inputs (Level 2 inputs).
Preferred Stock On August 31, 2020, the Company issued and sold 85,000 shares of Series A Redeemable Convertible Preferred Stock, par value of $0.0001, (“Preferred Stock”) for $1,000 per share for gross proceeds of $85.0 million. As of December 31, 2024, 62,000 shares of Preferred Stock are outstanding.
Preferred Stock On August 31, 2020, the Company issued and sold 85,000 shares of Series A Redeemable Convertible Preferred Stock, par value of $0.0001, (“Preferred Stock”) for $1,000 per share for gross proceeds of $85.0 million. As of December 31, 2024, 62,000 shares of Preferred Stock were outstanding.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 57 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Lindblad Expeditions Holdings, Inc.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 53 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Lindblad Expeditions Holdings, Inc.
Restricted Stock and Restricted Stock Units Restricted stock is shares of stock granted to an employee, non-employee director or other service providers for which sale is prohibited for a specified period of time. Restricted stock typically vests ratably over a one or three -year period following the date of grant.
F- 27 Restricted Stock and Restricted Stock Units Restricted stock is shares of stock granted to an employee, non-employee director or other service providers for which sale is prohibited for a specified period of time. Restricted stock typically vests ratably over a one or three -year period following the date of grant.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting, as of December 31, 2024, using the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting, as of December 31, 2025, using the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
General and Administrative Expense General and administrative expenses represent the costs of the Company’s administrative functions, and includes salaries and related benefits, professional fees and occupancy costs, shore-side vessel support, credit card commissions, and reservations functions. Selling and Marketing Expense Selling and marketing expenses include commissions, royalties and a broad range of advertising and marketing expenses.
General and Administrative Expense General and administrative expenses represent the costs of the Company’s administrative functions, and includes salaries and related benefits, professional fees and occupancy costs, shore-side vessel support, and reservations functions. Selling and Marketing Expense Selling and marketing expenses include commissions, royalties and a broad range of advertising and marketing expenses.
The cupos expire in 2042, and have a renewable 20-year term, subject to early termination by the Ecuadorean Province of Galápagos government for non-compliance with the terms of the contract and applicable law regulations.
The cupos expire in 2042, and have a renewable 20-year term, subject to early termination by the Ecuadorean Province of Galápagos government for non-compliance with the terms of the contract and applicable laws and regulations.
The Company has call options which enable it, but does not obligate it, to acquire the remaining interests in the subsidiaries, subject to certain dates, expirations and similar redemption value purchase measurements as the put options. F- 23 Mr.
The Company has call options which enable it, but does not obligate it, to acquire the remaining interests in the subsidiaries, subject to certain dates, expirations and similar redemption value purchase measurements as the put options. Mr.
The Preferred Stock is 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.
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.
Restricted Cash The amounts held in restricted cash represent principally funds required to be held by certain vendors and regulatory agencies and are classified as restricted cash since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies.
F- 11 Restricted Cash The amounts held in restricted cash represent principally funds required to be held by certain vendors and regulatory agencies and are classified as restricted cash since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies.
F- 13 Long-Lived Asset Impairment Assessment The Company reviews its long-lived assets, principally its vessels, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable.
Long-Lived Asset Impairment Assessment The Company reviews its long-lived assets, principally its vessels, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable.
As of December 31, 2024 and 2023, other than derivative instruments and investments in securities , the Company had no other assets or liabilities that were measured at fair value on a recurring basis.
As of December 31, 2025 and 2024, other than derivative instruments and investments in securities , the Company had no other assets or liabilities that were measured at fair value on a recurring basis.
In our opinion, Lindblad Expeditions Holdings, Inc. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
In our opinion, Lindblad Expeditions Holdings, Inc. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
By Reference 10-Q May 6, 2020 10.20 Lindblad Expeditions Holdings, Inc. 2021 Long Term Incentive Plan. * By Reference DEF 14A April 19, 2021 10. 21 Collateral Trust Agreement, dated as of February 4, 2022, by and among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc., the other grantors party thereto, Wilmington Trust, National Association as trustee and collateral trustee, Credit Suisse AG, Cayman Islands Branch, as administrative agent under the Revolving Credit Agreement and each additional authorized representative from time to time party thereto.
By Reference 10-Q May 6, 2020 10.15 Lindblad Expeditions Holdings, Inc. 2021 Long Term Incentive Plan. * By Reference DEF 14A April 19, 2021 10.16 Collateral Trust Agreement, dated as of February 4, 2022, by and among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc., the other grantors party thereto, Wilmington Trust, National Association as trustee and collateral trustee, Credit Suisse AG, Cayman Islands Branch, as administrative agent under the Revolving Credit Agreement and each additional authorized representative from time to time party thereto.
Leases The Company leases office and warehousing space with lease terms ranging from one to ten years, computer hardware and software and office equipment with lease terms ranging from three to six years and land for safari base camps with terms ranging from 12 to 95 years.
F- 13 Leases The Company leases office and warehousing space with lease terms ranging from one to ten years, computer hardware and software and office equipment with lease terms ranging from three to six years and land for safari base camps with terms ranging from 12 to 95 years.
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 nonpeak demand periods, in the second and fourth quarters.
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.
NOTE 14 — SEGMENT INFORMATION The Company’s chief operating decision maker, or CODM, is Natalya Leahy, the Chief Executive Officer. The CODM assesses performance and allocates resources based upon the separate financial information from the Company’s operating segments. In identifying its reportable segments, the Company organized them around the nature of services provided and other relevant factors.
NOTE 14 — SEGMENT INFORMATION The Company’s Chief Executive Officer is also its chief operating decision maker, or CODM. The CODM assesses performance and allocates resources based upon the separate financial information from the Company’s operating segments. In identifying its reportable segments, the Company organized them around the nature of services provided and other relevant factors.
F- 11 Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less , as well as deposits in financial institutions, to be cash and cash equivalents.
Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less , as well as deposits in financial institutions, to be cash and cash equivalents.
Since the redemption of these noncontrolling interests is not solely in the Company’s control, the Company is required to record the redeemable noncontrolling interest outside of stockholders’ equity but after its total liabilities.
F- 24 Since the redemption of these noncontrolling interests is not solely in the Company’s control, the Company is required to record the redeemable noncontrolling interest outside of stockholders’ equity but after its total liabilities.
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.
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 also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 28, 2025, expressed an unqualified opinion thereon.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 42) F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-4 Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 F-5 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022 F-6 Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2024, 2023 and 2022 F-7 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 F-8 Notes to Consolidated Financial Statements F-9 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Lindblad Expeditions Holdings, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 42) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 F-5 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025, 2024 and 2023 F-6 Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025, 2024 and 2023 F-7 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 F-8 Notes to Consolidated Financial Statements F-9 F-1 R eport of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Lindblad Expeditions Holdings, Inc.
Recent Accounting Pronouncements During December 2023, FASB issued ASU 2023 - 09 ― Income Taxes (Topic 740 ) – Improvements to Income Tax Disclosures . The amendments in this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024.
Recently Adopted Accounting Pronouncements During December 2023, FASB issued ASU 2023 - 09 ― Income Taxes (Topic 740 ) – Improvements to Income Tax Disclosures . The amendments in this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024.
Based on the evaluation under the updated internal control framework in Internal Control-Integrated Framework (2013), management concluded that our internal control over financial reporting was effective as of December 31, 2024.
Based on the evaluation under the updated internal control framework in Internal Control-Integrated Framework (2013), management concluded that our internal control over financial reporting was effective as of December 31, 2025.
For the year ended December 31, 2024, 0.8 million restricted shares, 2.4 million options and 8.4 million common shares issuable upon the conversion of the Preferred Stock were excluded. For the year ended December 31, 2023, 0.8 million restricted shares, 0.2 million options and 8.0 million common shares issuable upon the conversion of the Preferred Stock were excluded.
For the year ended December 31, 2023, 0.8 million restricted shares, 0.2 million options and 8.0 million common shares issuable upon the conversion of the Preferred Stock were excluded.
Accounts held in the U.S. are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. As of December 31, 2024 and 2023, the Company’s cash held in financial institutions outside of the U.S. amounted to $7.4 million and $5.8 million, respectively.
Accounts held in the U.S. are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. As of December 31, 2025 and 2024, the Company’s cash held in financial institutions outside of the U.S. amounted to $8.4 million and $7.4 million, respectively.
NOTE 12 — STOCKHOLDERS ’ EQUITY Company Stock The Company has 1,000,000 shares of preferred stock authorized, $0.0001 par value and 200,000,000 shares of common stock authorized, $0.0001 par value.
F- 26 NOTE 12 — STOCKHOLDERS ’ EQUITY Company Stock The Company has 1,000,000 shares of preferred stock authorized, $0.0001 par value and 200,000,000 shares of common stock authorized, $0.0001 par value.
Comparison of Years Ended December 31, 2023 and 2022 - Consolidated For a comparison of our results from operations for the years ended December 31, 2023 and 2022, see “Part II, Item 7.
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.
As of December 31, 2024, we were in compliance with the covenants currently in effect. 53 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, 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.
By Reference 8-K July 10, 2015 62 10.4 Employment Agreement between Trey Byus and the Company and Assignment and Assumption of Option Award Agreement.* By Reference 8-K July 10, 2015 10.5 Registration Rights Agreement between the shareholders of Lindblad Expeditions, Inc. and Capitol Acquisitions Corp. II.
By Reference 8-K July 10, 2015 10.3 Employment Agreement between Trey Byus and the Company and Assignment and Assumption of Option Award Agreement.* By Reference 8-K July 10, 2015 10.4 Registration Rights Agreement between the shareholders of Lindblad Expeditions, Inc. and Capitol Acquisitions Corp. II.
We believe we have made reasonable estimates for ship accounting purposes. 54 Intangible Assets Our Intangible assets include tradenames, customer lists and operating rights.
We believe we have made reasonable estimates for ship accounting purposes. 50 Intangible Assets Our Intangible assets include tradenames, customer lists and operating rights.
The 9.00% Notes may be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any.
The 7.00% Notes may be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any.
For the years ended December 31, 2024 and 2023, the Company has recorded deferred tax assets of $0.9 million and $1.6 million, respectively, within other long-term assets, and for the years ended December 31, 2024 and 2023, a deferred tax liability of $3.5 million and $2.1 million, respectively.
For the years ended December 31, 2025 and 2024, the Company has recorded deferred tax assets of $3.1 million and $0.9 million, respectively, within other long-term assets, and for the years ended December 31, 2025 and 2024, a deferred tax liability of $2.2 million and $3.5 million, respectively.
F- 27 Long-Term Incentive Compensation See the following table for a summary of PSU, restricted stock, RSU and MSU activity.
Long-Term Incentive Compensation See the following table for a summary of PSU, restricted stock, RSU and MSU activity.
The Company’s 401 (k) plan contributions amounted to $0.9 million, $0.7 million and $0.6 million for the years ended December 31, 2024, 2023 and 2022, respectively, and are recorded within general and administrative expenses.
The Company’s 401 (k) plan contributions amounted to $0.9 million, $0.9 million and $0.7 million for the years ended December 31, 2025, 2024 and 2023, respectively, and are recorded within general and administrative expenses.
Opinion on Internal Control Over Financial Reporting We have audited Lindblad Expeditions Holdings, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
Opinion on Internal Control Over Financial Reporting We have audited Lindblad Expedition Holdings, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In 2023 and 2022, the Company operated under its former alliance and license agreement with National Geographic, where National Geographic sold the Company’s expeditions through its internal travel division in return for a commission fee and also allowed the Company to use the National Geographic name and logo in return for a royalty fee.
Prior to 2024, the Company operated under its former alliance and license agreement with National Geographic, where National Geographic sold the Company’s expeditions through its internal travel division in return for a commission fee and also allowed the Company to use the National Geographic name and logo in return for a royalty fee.
The noncontrolling interests are subject to put/call agreements. The agreements were established to provide formal exit opportunities for the minority interest holders and a path to 100% ownership for the Company. The put options, under certain conditions, enable the minority holders, but do not obligate them, to sell the remaining interests to the Company.
The agreements were established to provide formal exit opportunities for the minority interest holders and a path to 100% ownership for the Company. The put options, under certain conditions, enable the minority holders, but do not obligate them, to sell the remaining interests to the Company.
The 6.75% Notes are senior secured obligations of the Company and are guaranteed on a senior secured basis by the Company and certain of the Company’s subsidiaries (collectively, the “Guarantors”) and secured by first -priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors.
The 7.00% Notes are senior secured obligations of the Company and are guaranteed on a senior secured basis by the Company and certain of the Company’s subsidiaries (collectively, the “Guarantors”) and secured by first -priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors.
The Company’s corporate U.S. federal and state tax returns for the current year and the four prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and the five prior years remain subject to examination by tax authorities.
The Company’s corporate U.S. federal tax returns for the current year and seven prior years, and state tax returns for the current year and the nine prior years, remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and the five prior years remain subject to examination by tax authorities.
Selling and marketing Selling and marketing expenses include commissions, royalties and a broad range of advertising and promotional expenses. 44 General and administrative General and administrative expenses include the cost of shoreside vessel support, reservations and other administrative functions, including salaries and related benefits, credit card commissions, professional fees and rent.
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.
Form 10-K Summary None. 64 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on February 28, 2025. LINDBLAD EXPEDITIONS HOLDINGS, INC.
Form 10-K Summary None. 59 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on February 26, 2026. LINDBLAD EXPEDITIONS HOLDINGS, INC.
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 58 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Hartford, Connecticut February 28, 2025 59 Item 9B.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Hartford, Connecticut February 26, 2026 54 Item 9B.
Signature Title Date /s/ Natalya Leahy Chief Executive Officer February 28, 2025 Natalya Leahy (Principal Executive Officer) /s/ Frederick Goldberg Chief Financial Officer February 28, 2025 Frederick Goldberg (Principal Financial and Accounting Officer) /s/ Elliott Bisnow Director February 28, 2025 Elliott Bisnow /s/ L. Dyson Dryden Director February 28, 2025 L. Dyson Dryden /s/ Mark D.
Signature Title Date /s/ Natalya Leahy Chief Executive Officer February 26, 2026 Natalya Leahy (Principal Executive Officer) /s/ Frederick Goldberg Chief Financial Officer February 26, 2026 Frederick Goldberg (Principal Financial and Accounting Officer) /s/ Elliott Bisnow Director February 26, 2026 Elliott Bisnow /s/ L. Dyson Dryden Director February 26, 2026 L. Dyson Dryden /s/ Mark D.
The Lindblad segment currently operates a fleet of 12 owned expedition ships and seven seasonal charter vessels, and primarily provides ship-based expeditions aboard customized, nimble and intimately-scaled vessels that are able to venture where larger cruise ships cannot, thus allowing Lindblad to offer up-close experiences in the planet’s wild and remote places and capitals of culture.
The Lindblad segment currently operates a fleet of 12 owned expedition ships and 10 seasonal charter vessels (with several other vessels contracted for future expeditions), and primarily provides ship-based expeditions aboard customized, nimble and intimately-scaled vessels that are able to venture where larger cruise ships cannot, thus allowing Lindblad to offer up-close experiences in the planet’s wild and remote places and capitals of culture.
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 seven seasonal charter vessels under the Lindblad Expeditions, LLC. (“Lindblad”) brand.
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.
As of December 31, 2024, 62,000 shares of Preferred Stock were outstanding. The Preferred Stock has senior and preferential ranking to our common stock. The Preferred Stock is entitled to cumulative dividends of 6.00% per annum, and for the first two years, the dividends were required to be paid-in-kind.
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.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2024 consolidated balance sheets of Lindblad Expeditions Holdings, Inc. and Subsidiaries as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 28, 2025 expressed an unqualified opinion thereon.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Levine, founder of DuVine, retains a 25% noncontrolling interest in DuVine, which is subject to a put/call arrangement. During April 2024, the Company exercised a portion of its call option on DuVine, acquiring an additional 5% of the business and increasing its total ownership of DuVine to 75%, for $1.5 million. Mr.
Levine, founder of DuVine, retains a 25% noncontrolling interest in DuVine, which is subject to a put/call arrangement that was amended in January 2026. During April 2024, the Company exercised a portion of its call option on DuVine, acquiring an additional 5% of the business and increased its total ownership of DuVine to 75%, for $1.5 million. Mr.
During the years ended December 31, 2024, 2023 and 2022, the Lindblad segment had $30.0 million, $28.6 million and $34.3 million of capital expenditures, respectively, and the Land Experiences segment had $3.5 million, $2.6 million and $3.9 million of capital expenditures, respectively.
During the years ended December 31, 2025, 2024 and 2023, the Lindblad segment had $40.2 million, $30.0 million, $28.6 million and $34.3 million of capital expenditures, respectively, and the Land Experiences segment had $7.5 million, $3.5 million and $2.6 million of capital expenditures, respectively.
(“Natural Habitat”), Off the Beaten Path, LLC (“Off the Beaten Path”), DuVine Cycling + Adventure Company (“DuVine”), Classic Journeys, LLC (“Classic Journeys”), and Thomson Group, comprised of Wineland-Thomson Adventures, LLC (“Thomson Family Adventures”), Thomson Safaris Ltd (“Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), and the Ngorongoro lodge and farm under the Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”).
(“Natural Habitat”), Off the Beaten Path, LLC (“Off the Beaten Path”), DuVine Cycling + Adventure Company (“DuVine”), Classic Journeys, LLC (“Classic Journeys”), and 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”).
These covenants are subject to a number of important exceptions and qualifications set forth in the 6.75% Notes, 9.00% Notes and Revolving Credit Facility.
These covenants are subject to a number of important exceptions and qualifications set forth in the 7.00% Notes and Revolving Credit Facility.

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