UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 0421, ~~2025~~2026

Pursuit Attractions and Hospitality, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-11015	36-1169950
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1401 17th Street Suite 1400
Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (602) 207-1000

    

     Not Applicable

    

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $1.50 Par Value	PRSU	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201 DepartureEntry ofinto Directorsa orMaterial PrincipalDefinitive Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain OfficersAgreement.

On ~~December~~January 421, ~~2025~~2026, ~~the Board of Directors (the “Board”) of~~ Pursuit Attractions and Hospitality, Inc. (the “Company”) ~~approved~~entered ~~and~~into ~~adopted~~an Equity Purchase Agreement (the ~~Pursuit~~“Purchase ~~Attractions~~Agreement”) ~~and~~with ~~Hospitality~~Pursuit Investment Holdings, Inc., ~~Executive~~a ~~Severance~~Delaware ~~Plan~~corporation (the “~~Severance~~U.S. ~~Plan~~Seller”), ~~pursuant~~and toBrewster ~~which~~Inc., ~~certain~~an ofAlberta ~~the~~corporation ~~Company’s~~(together ~~executive~~with ~~officers~~the ~~will~~Company ~~be eligible to receive certain severance~~ and~~/or~~ ~~change~~U.S. inSeller, ~~control~~the ~~benefits~~“Sellers”), ~~and~~Flyover ~~which~~Attractions ~~supersedes~~B.V. ~~and~~(the ~~replaces~~“Buyer”) ~~all prior executive severance plans~~ and ~~policies~~Brogent ~~maintained~~Technologies, ~~by the Company~~Inc., ~~David~~as ~~Barry~~guarantor, ~~the~~pursuant ~~Company’s~~to ~~President~~which ~~and~~the ~~Chief~~Sellers ~~Executive~~have ~~Officer,~~agreed ~~has~~to ~~been~~sell ~~designated~~to athe ~~Tier~~Buyer 1all ~~Covered~~of ~~Employee under~~ the ~~Severance~~outstanding ~~Plan,~~equity ~~and~~interests ~~Michael~~in ~~“Bo”~~the ~~Heitz,~~subsidiaries comprising the Company’s ~~Chief~~Flyover ~~Financial~~flying ~~Officer,~~theater ~~has~~attractions ~~been~~business ~~designated a Tier 2 Covered Employee under~~ (the ~~Severance Plan, along with certain members of the Company’s leadership team~~“Transaction”).

The ~~Company~~purchase ~~and~~price Mr. Barry entered into a participation agreement under the Severance Plan (the “Barry Participation Agreement”), which, together with the Severance Plan, supersedes the Amended and Restated Severance Agreement, entered into as of October 20, 2024, by and between the Company and Mr. Barry. As a Tier 1 Covered Employee, if the Company terminates Mr. Barry’s employment without “cause” or if Mr. Barry resigns for ~~“good reason” (each as defined in~~ the ~~Severance~~Transaction ~~Plan~~is ~~or in the Barry Participation Agreement) (a “Qualifying Termination”), under the Severance Plan, Mr~~$78.4 ~~Barry~~million ~~will be entitled to receive (i) cash severance~~ in ~~a lump sum equal to 24 months of his then-current base salary~~cash, ~~(ii)~~subject ~~a prorated annual bonus based on actual performance for the calendar year in which such Qualifying Termination occurs, and (iii) payment of premiums~~ to ~~maintain group health insurance continuation benefits pursuant to COBRA (or an equivalent amount) for up to 24 months. In the event of a Qualifying Termination that occurs within the three~~post-~~month~~closing ~~period~~adjustments ~~prior~~related to, oroutstanding ~~the 12-month period following~~indebtedness, acash ~~“change~~and in control” (as defined in the Severance Plan) (the “Change in Control Period”), Mr. Barry would be entitled to receive the above benefits under the Severance Plan but in lieu of (ii), would receive a cash ~~payment~~equivalents ~~equal~~and toworking ~~two times his target annual bonus for the calendar year in which such Qualifying Termination occurs. In addition~~capital, ifcertain ~~Mr.~~unpaid ~~Barry’s~~expenses ~~employment~~and ~~terminates~~other ~~due~~specified tomatters ~~his death or “disability” (as defined~~ in the ~~Severance~~Purchase ~~Plan), he or his estate or beneficiaries will receive the benefits set forth above for a Qualifying Termination outside of the Change in Control Period, subject to the release requirement noted below~~Agreement.

AsThe aconsummation ~~Tier~~of 2the ~~Covered~~Transaction ~~Employee,~~is ifsubject ~~Mr.~~to ~~Heitz~~certain ~~experiences~~customary aclosing ~~Qualifying Termination~~conditions, ~~under~~including the ~~Severance~~receipt ~~Plan,~~of Mrrequired regulatory approvals. ~~Heitz~~The ~~will~~Purchase beAgreement ~~entitled~~may tobe ~~receive~~terminated (i) ~~cash~~by ~~severance,~~mutual inwritten ~~the~~consent ~~form~~ of ~~salary~~the ~~continuation~~Company ~~payments,~~and ~~equal~~the ~~to 12 months of his then-current base salary~~Buyer, (ii) aby ~~prorated~~either ~~annual~~the ~~bonus~~Company ~~based~~or ~~on actual performance for~~ the ~~calendar~~Buyer ~~year~~upon ina ~~which~~material ~~such~~uncured ~~Qualifying~~breach ~~Termination~~of ~~occurs~~the representations, warranties and ~~(iii)~~covenants ~~payment~~ of ~~premiums~~the toother ~~maintain~~party ~~group~~in ~~health~~the ~~insurance~~Purchase ~~continuation~~Agreement, ~~benefits pursuant to COBRA~~ (oriii) anby ~~equivalent~~either ~~amount)~~the ~~for~~Company upor tothe 12Buyer ~~months.~~if In the ~~event~~closing of athe ~~Qualifying~~Transaction ~~Termination~~has ~~that~~not ~~occurs~~occurred ~~within~~on ~~the~~or ~~Change~~prior into ~~Control~~May ~~Period~~21, ~~Mr.~~2026 ~~Heitz~~so ~~would~~long ~~instead~~as bethe ~~entitled~~terminating toparty ~~receive~~is ~~(i)~~not ~~cash~~then ~~severance~~ in amaterial ~~lump~~breach ~~sum~~of ~~equal~~its obligations to 18the ~~months~~other ofparty ~~his~~under ~~then-current~~the ~~base~~Purchase ~~salary,~~Agreement or (iiiv) aby ~~cash~~the ~~payment~~Company ~~equal~~if toall ~~100%~~closing ofconditions ~~his~~have ~~target~~been ~~annual~~satisfied ~~bonus~~or ~~for~~waived, the ~~calendar~~Company ~~year~~has confirmed in ~~which~~writing ~~such~~to ~~Qualifying~~the ~~Termination~~Buyer ~~occurs,~~that ~~and~~it ~~(iii)~~is ~~payment~~ready ofand ~~premiums~~willing to ~~maintain~~close ~~group~~and ~~health~~the ~~insurance~~Buyer ~~continuation~~fails ~~benefits pursuant~~ to ~~COBRA~~timely ~~(or~~consummate anthe ~~equivalent~~Transaction. In ~~amount)~~the ~~for~~event upthat tothe 18Company ~~months.~~terminates ~~Mr.~~the ~~Heitz~~Purchase ~~and~~Agreement under the ~~Company~~circumstances ~~entered~~set ~~into~~forth ain ~~standard~~(ii), ~~participation~~(iii) ~~agreement~~or ~~under~~(iv) above, the ~~Severance~~Company ~~Plan~~will inbe ~~substantially~~entitled ~~the~~to ~~form~~a ~~attached~~termination ~~thereto~~fee asof ~~Exhibit~~$10.0 Amillion from the Buyer.

The ~~receipt~~Purchase ofAgreement ~~all~~contains ~~benefits~~representations, ~~under~~warranties and covenants by the ~~Severance~~parties ~~Plan~~that isare subject, in some cases, to specified exceptions and qualifications contained in the ~~applicable~~Purchase ~~executive’s~~Agreement. ~~execution~~The ~~and~~Buyer ~~non-revocation~~has ofobtained a ~~release~~representations ofand ~~claims~~warranties ininsurance ~~favor~~policy covering losses arising out of breaches of representations and warranties by the ~~Company~~Sellers, subject to certain customary limitations and exclusions.

The foregoing ~~descriptions~~description of the ~~Severance~~Purchase ~~Plan~~Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The foregoing summary has been included to provide investors and securityholders with information regarding the ~~Barry~~terms ~~Participation~~of the Purchase Agreement, dodoes not purport to be complete and ~~are~~is subject to, and is qualified in ~~their~~its entirety by, ~~reference to~~ the full text, terms and conditions of the ~~Severance~~Purchase ~~Plan~~Agreement. It is not intended to provide any other factual information about the Company, Sellers or Buyer or to modify or supplement any factual disclosures about the Company in its public reports filed with the U.S. Securities and Exchange Commission (the ~~Barry~~“SEC”). ~~Participation~~The Purchase Agreement includes typical representations, ~~copies~~warranties and covenants of the parties thereto made solely for purposes of the Purchase Agreement and which ~~are~~may ~~filed~~be assubject ~~Exhibits~~to ~~10.1~~important qualifications and 10limitations agreed to by the parties thereto in connection with the negotiated terms of the transaction and the Purchase Agreement.2, ~~respectively~~Moreover, tosome ~~this~~of ~~Form~~those ~~8-K~~representations and ~~are~~warranties ~~incorporated~~may not be accurate or complete as of any specified date, may be modified in important part by ~~reference~~the ~~herein~~underlying disclosure schedules which are not filed publicly, may be subject to a contractual standard of materiality different from those generally applicable to the Company’s SEC filings or may have been used for purposes of allocating risk among the parties thereto rather than establishing matters as facts.

~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~SIGNATURE

OnPursuant ~~December~~to ~~4, 2025,~~ the ~~Board~~requirements ~~approved~~of ~~and~~the ~~adopted~~Securities ~~amended~~Exchange ~~and~~Act ~~restated~~of ~~bylaws~~1934, (the ~~“Restated~~registrant ~~Bylaws”)~~has ofduly ~~the~~caused ~~Company,~~this ~~effective~~report ~~immediately.~~to ~~Among~~be ~~other~~signed ~~things,~~on ~~the~~its ~~amendments~~behalf ~~effected~~ by the ~~Restated~~undersigned ~~Bylaws:~~hereunto duly authorized.

provide that the Board will determine the date and time of each annual meeting, in lieu of a fixed date;


			Pursuit Attractions and Hospitality, Inc.
			(Registrant)

Date:	January 21, 2026	By:	/s/ Michael L. Bosco
			Michael L. Bosco
		Title:	Chief Accounting Officer

provide that the Board may determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication;

provide that the number of nominees a stockholder may nominate for election at an annual or special meeting shall not exceed the number of directors to be elected at such meeting;

update procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submission of certain stockholder proposals made in connection with annual and special meetings of stockholders, including addressing matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), such as providing the Company a remedy if a stockholder fails to satisfy certain requirements under the Universal Proxy Rules and requiring stockholders who intend to use the Universal Proxy Rules to provide reasonable evidence of the satisfaction of certain requirements under the Universal Proxy Rules at least five business days before the applicable meeting;

provide that for all matters other than the election of directors, if a different or minimum vote is required by the Certificate of Incorporation, the Restated Bylaws or the rules or regulations of any applicable stock change, such different or minimum vote shall apply;

provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for certain specified actions, including, among others, derivative actions, suits or proceedings brought on behalf of the Company or actions, suits or proceedings asserting claims of breach of a fiduciary duty owed by any of the Company’s directors, officers or stockholders, or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware;

provide that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended; and

make various other clarifying, administrative, conforming, ministerial, modernizing and related revisions.

The foregoing description of the changes contained in the Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
3.1		Amended and Restated Bylaws of Pursuit Attractions and Hospitality, Inc., dated as of December 4, 2025
10.1		Pursuit Attractions and Hospitality, Inc. Executive Severance Plan and Form of Participation Agreement
10.2		Participation Agreement, dated December 9, 2025, between Pursuit Attractions and Hospitality, Inc. and David Barry
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Pursuit Attractions and Hospitality, Inc.
			(Registrant)
Date:	December 10, 2025	By:	/s/ Michael L. Bosco
			Michael L. Bosco
		Title:	Chief Accounting Officer

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