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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-35898

LINDBLAD EXPEDITIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

27-4749725

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

96 Morton Street, 9th Floor, New York, New York, 10014

(Address of principal executive offices) (Zip Code)

(212) 261-9000

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, par value $0.0001 per share	LIND	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of October 31, 2025, 55,400,743 shares of common stock, par value $0.0001 per share, were outstanding.

LINDBLAD EXPEDITIONS HOLDINGS, INC.

Quarterly Report On Form 10-Q

For The Quarter Ended September 30, 2025

Table of Contents

		Page(s)

PART I. FINANCIAL INFORMATION

ITEM 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	2
	Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	3
	Condensed Consolidated Statements of Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	6
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	29
ITEM 4.	Controls and Procedures	30

PART II. OTHER INFORMATION

ITEM 1.	Legal Proceedings	30
ITEM 1A.	Risk Factors	30
ITEM 2.	Unregistered Sale of Equity Securities and Use of Proceeds	30
ITEM 3.	Defaults Upon Senior Securities	31
ITEM 4.	Mine Safety Disclosures	31
ITEM 5.	Other Information	31
ITEM 6.	Exhibits	32

SIGNATURES		33

PART 1.	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

	*As of September 30, 2025*			*As of December 31, 2024*
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	261,781		$	183,941
Restricted cash		28,343			32,202
Prepaid expenses and other current assets		73,664			62,290
Total current assets		363,788			278,433

Property and equipment, net		527,609			518,390
Goodwill		61,145			59,031
Intangibles, net		17,365			15,923
Other long-term assets		6,627			5,128
Total assets	$	976,534		$	876,905

LIABILITIES
Current Liabilities:
Unearned passenger revenues	$	362,276		$	318,666
Accrued expenses		54,848			58,054
Accounts payable		20,650			13,860
Lease liabilities - current		821			1,845
Long-term debt - current		10			29
Total current liabilities		438,605			392,454

Long-term debt, less current portion		663,443			625,425
Deferred tax liabilities		2,545			3,537
Other long-term liabilities		745			1,024
Total liabilities		1,105,338			1,022,440

Commitments and contingencies		-			-
Series A redeemable convertible preferred stock, 165,000 shares authorized; 62,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		81,821			78,155
Redeemable noncontrolling interests		45,968			29,424
		127,789			107,579

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; 62,000 Series A shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		-			-
Common stock, $0.0001 par value, 200,000,000 shares authorized; 55,392,217 and 54,507,977 issued, 55,294,328 and 54,376,154 outstanding as of September 30, 2025 and December 31, 2024, respectively		6			6
Additional paid-in capital		127,973			109,473
Accumulated deficit		(384,572	)		(362,881	)
Accumulated other comprehensive income		-			288
Total stockholder’s deficit		(256,593	)		(253,114	)
Total liabilities, mezzanine equity and stockholders’ deficit	$	976,534		$	876,905

The accompanying notes are an integral part of these condensed consolidated financial statements.

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

(unaudited)

	*For the three months ended September 30,*						*For the nine months ended September 30,*
	*2025*			*2024*			*2025*			*2024*

Tour revenues	$	240,172		$	206,005		$	587,838		$	496,118

Operating expenses:
Cost of tours		124,373			109,786			308,611			277,191
General and administrative		34,808			29,002			98,613			86,074
Selling and marketing		30,091			25,003			84,722			66,042
Depreciation and amortization		14,930			12,733			44,899			37,687
Total operating expenses		204,202			176,524			536,845			466,994

Operating income		35,970			29,481			50,993			29,124

Other (expense) income:
Interest expense, net		(11,256	)		(11,234	)		(34,503	)		(34,140	)
(Loss) gain on foreign currency		(318	)		203			982			(48	)
Other income		1,105			1			1,134			9
Loss on extinguishment of debt		(23,492	)		-			(23,492	)		-
Total other expense		(33,961	)		(11,030	)		(55,879	)		(34,179	)

Income (loss) before income taxes		2,009			18,451			(4,886	)		(5,055	)
Income tax benefit		(2,564	)		(6,747	)		(3,503	)		(2,050	)

Net income (loss)		4,573			25,198			(1,383	)		(3,005	)
Net income attributable to noncontrolling interest		3,383			2,683			4,783			3,125
Net income (loss) attributable to Lindblad Expeditions Holdings, Inc.		1,190			22,515			(6,166	)		(6,130	)
Series A redeemable convertible preferred stock dividend		1,239			1,168			3,667			3,455

Net (loss) income available to stockholders	$	(49	)	$	21,347		$	(9,833	)	$	(9,585	)

Weighted average shares outstanding
Basic		55,557,530			54,097,365			54,859,959			53,662,237
Diluted		55,557,530			62,591,165			54,859,959			53,662,237

Undistributed (loss) income per share available to stockholders:
Basic	$	(0.00	)	$	0.39		$	(0.18	)	$	(0.18	)
Diluted	$	(0.00	)	$	0.36		$	(0.18	)	$	(0.18	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(unaudited)

	*For the three months ended September 30,*				*For the nine months ended September 30,*
	*2025*		*2024*		*2025*			*2024*

Net income (loss)	$	4,573	$	25,198	$	(1,383	)	$	(3,005	)
Other comprehensive income:
Change in foreign currency translation adjustments		-		-		(288	)		-
Total other comprehensive loss		-		-		(288	)		-
Total comprehensive income (loss)		4,573		25,198		(1,671	)		(3,005	)
Less: comprehensive income attributive to non-controlling interest		3,383		2,683		4,783			3,125
Comprehensive income (loss) attributable to Lindblad Expeditions Holdings, Inc.	$	1,190	$	22,515	$	(6,454	)	$	(6,130	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Deficit

(In thousands, except share data)

(unaudited)

	*Common Stock*				*Additional Paid-In*		*Accumulated*			*Accumulated Other Comprehensive*			*Total Stockholders̛*
	*Shares*		*Amount*		*Capital*		*Deficit*			*Income*			*Deficit*
Balance as of June 30, 2025		54,733,299	$	6	$	118,007	$	(381,822	)	$	-		$	(263,809	)
Stock-based compensation		-		-		5,370		-			-			5,370
Net activity related to equity compensation plans		658,918		-		4,596		-			-			4,596
Redeemable noncontrolling interest		-		-		-		(2,701	)		-			(2,701	)
Series A preferred stock dividend		-		-		-		(1,239	)		-			(1,239	)
Net income attributable to Lindblad Expeditions Holdings, Inc.		-		-		-		1,190			-			1,190
Balance as of September 30, 2025		55,392,217	$	6	$	127,973	$	(384,572	)	$	-		$	(256,593	)

	*Common Stock*				*Additional Paid-In*		*Accumulated*			*Accumulated Other Comprehensive*			*Total Stockholders'*
	*Shares*		*Amount*		*Capital*		*Deficit*			*Loss*			*Deficit*
Balance as of December 31, 2024		54,507,977	$	6	$	109,473	$	(362,881	)	$	288		$	(253,114	)
Stock-based compensation		-		-		14,489		-			-			14,489
Net activity related to equity compensation plans		884,240		-		4,011		-			-			4,011
Other comprehensive loss, net		-		-		-		-			(288	)		(288	)
Redeemable noncontrolling interest		-		-		-		(11,858	)		-			(11,858	)
Series A preferred stock dividend		-		-		-		(3,667	)		-			(3,667	)
Net loss attributable to Lindblad Expeditions Holdings, Inc.		-		-		-		(6,166	)		-			(6,166	)
Balance as of September 30, 2025		55,392,217	$	6	$	127,973	$	(384,572	)	$	-		$	(256,593	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Deficit

(In thousands, except share data)

(unaudited)

	*Common Stock*				*Additional Paid-In*			*Accumulated*			*Total Stockholders’*
	*Shares*		*Amount*		*Capital*			*Deficit*			*Deficit*
Balance as of June 30, 2024	$	53,564,680	$	6	$	99,351		$	(354,844	)	$	(255,487	)
Stock-based compensation		-		-		2,529			-			2,529
Net activity related to equity compensation plans		248,065		-		(141	)		-			(141	)
Issuance of stock for acquisition		682,593		-		6,000			-			6,000
Redeemable noncontrolling interest		-		-		-			(1,126	)		(1,126	)
Series A preferred shares dividend		-		-		-			(1,168	)		(1,168	)
Net income attributable to Lindblad Expeditions Holdings, Inc.		-		-		-			22,515			22,515
Balance as of September 30, 2024		54,495,338	$	6	$	107,739		$	(334,623	)	$	(226,878	)

	*Common Stock*				*Additional Paid-In*			*Accumulated*			*Total Stockholders'*
	*Shares*		*Amount*		*Capital*			*Deficit*			*Deficit*
Balance as of December 31, 2023		53,390,082	$	5	$	97,139		$	(322,208	)		(225,064	)
Stock-based compensation		-		-		7,362			-			7,362
Net activity related to equity compensation plans		422,663		1		(838	)		-			(837	)
Issuance of stock for acquisition		682,593		-		6,000			-			6,000
Redeemable noncontrolling interest		-		-		(1,924	)		(2,830	)		(4,754	)
Series A preferred shares dividend		-		-		-			(3,455	)		(3,455	)
Net loss attributable to Lindblad Expeditions Holdings, Inc.		-		-		-			(6,130	)		(6,130	)
Balance as of September 30, 2024		54,495,338	$	6	$	107,739		$	(334,623	)	$	(226,878	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

	*For the nine months ended September 30,*
	*2025*			*2024*
Cash Flows From Operating Activities
Net loss	$	(1,383	)	$	(3,005	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		44,899			37,687
Amortization of deferred financing costs, net		2,684			2,775
Amortization of right-to-use lease assets		1,254			705
Stock-based compensation		14,489			7,362
Deferred income taxes		(984	)		(2,118	)
(Gain) loss on foreign currency		(982	)		48
Write-off of unamortized deferred financing costs due to debt extinguishment		7,111			-
Changes in operating assets and liabilities
Prepaid expenses and other current assets		(8,891	)		(2,221	)
Unearned passenger revenues		41,134			48,440
Other long-term assets		(1,023	)		(519	)
Other long-term liabilities		(1,010	)		-
Accounts payable and accrued expenses		1,147			2,256
Operating lease liabilities		(1,304	)		(735	)
Net cash provided by operating activities		97,141			90,675

Cash Flows From Investing Activities
Purchases of property and equipment		(36,778	)		(23,647	)
Acquisitions (net of cash acquired)		(17,359	)		(10,741	)
Net cash used in investing activities		(54,137	)		(34,388	)

Cash Flows From Financing Activities
Proceeds from long-term debt		675,010			-
Repayments of long-term debt		(635,029	)		(78	)
Payment of deferred financing costs		(11,777	)		(21	)
Additional acquisition of redeemable noncontrolling interest		-			(16,720	)
Repurchase under stock-based compensation plans and related tax impacts		3,061			(2,237	)
Net cash provided by (used in) financing activities		31,265			(19,056	)
Effect of exchange rate changes on cash		(288	)		-
Net increase in cash, cash equivalents and restricted cash		73,981			37,231
Cash, cash equivalents and restricted cash at beginning of period		216,143			187,344

Cash, cash equivalents and restricted cash at end of period	$	290,124		$	224,575

Supplemental disclosures of cash flow information:
Cash paid during the period:
Interest	$	43,875		$	36,994
Income taxes		2,239			-
Non-cash investing and financing activities:
Shares issued in connection with acquisition		-			6,000
Non-cash preferred stock dividend	$	3,667		$	3,455
Additional paid-in capital exercise proceeds of option shares		358			117
Additional paid-in capital exchange proceeds used for option shares		(358	)		(117	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Lindblad Expeditions Holdings, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1—BUSINESS AND BASIS OF PRESENTATION

Business

Lindblad Expeditions Holdings, Inc.’s and its consolidated subsidiaries’ (collectively, the “Company” or “Lindblad”) mission is offering life-changing adventures around the world and pioneering innovative ways to allow its guests to connect with exotic and remote places. The Company’s common stock is listed on the NASDAQ Capital Market under the symbol “LIND”.

The Company operates the following two reportable business segments:

Lindblad Segment. The Lindblad segment currently operates a fleet of 12 owned expedition ships and seven 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 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. Each expedition ship is fully equipped with state-of-the-art tools for in-depth exploration, and the majority of expeditions involve travel to remote places with limited infrastructure and ports, such as Antarctica and the Arctic, or places that are best accessed by a ship, such as the Galápagos Islands, Alaska, Baja California’s Sea of Cortez and Panama, and foster active engagement by guests. The Company has a brand license agreement with National Geographic Partners, LLC (“National Geographic”), which provides for lecturers and National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, to join many of the Company’s expeditions.

Land Experiences Segment. The Land Experiences segment includes the five primarily land-based brands, Natural Habitat, Inc. (“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 and Thomson Safaris Ltd (together “Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), and the Ngorongoro lodge and farm under the Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”).

	●	Natural Habitat offers over 100 different expedition itineraries in more than 45 countries spanning all seven continents, with eco-conscious expeditions and nature-focused, small-group tours that include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos Islands tours and African safaris. Natural Habitat has partnered with World Wildlife Fund (“WWF”) to offer conservation travel, which is sustainable travel that contributes to the protection of nature and wildlife.

	●	Off the Beaten Path offers active small-group adventures, led by local, experienced guides, with distinct focus on wildlife, hiking national parks and culture. Off the Beaten Path offerings include insider national park experiences in the Rocky Mountains, Desert Southwest, and Alaska, as well as unique trips across Central and South America, Oceania, Europe and Africa.

	●	DuVine offers intimate group cycling and adventure tours around the world with local cycling experts as guides, immersive in local cultural cuisine and high-quality accommodations. International cycling tours include the exotic Costa Rican rainforests, the rocky coasts of Ireland and the vineyards of Spain, while cycling adventures in the United States include cycling beneath the California redwoods, pedaling through Vermont farmland, and wine tastings in the world-class vineyards of Napa and Sonoma.

	●	Classic Journeys offers highly curated active small-group and private custom journeys centered around cinematic walks led by expert local guides in over 50 countries around the world. These walking tours are highlighted by expert local guides, luxury boutique accommodations, and handcrafted itineraries that immerse guests into the history and culture of the places they are exploring and the people who live there.

	●	Thomson Group offers socially responsible and positively impactful light-treading Tanzanian safaris, industry-leading Kilimanjaro treks, global custom and private tours, family travel experiences, and operates the historic award-winning Gibb’s Farm, an 80-acre sanctuary and high-end lodge located near the Ngorongoro Crater.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and notes to the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information and include the accounts and transactions of the Company. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial statements for the periods presented. Operating results for the periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonality and other factors. Certain information and note disclosures normally included in the consolidated financial statements in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting. All intercompany balances and transactions have been eliminated in these unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2024 contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2025 (the “2024 Annual Report”).

The presentation of credit card fee expenses in the consolidated statement of operations of the Company has been reclassified from within general and administrative expense to cost of tours for 2024 to conform with the 2025 presentation.

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. The Company adopted this guidance on January 1, 2025, as required. These amendments will increase the Company’s annual disclosures related to income taxes, including specific categories in tax rate reconciliations, additional information for certain reconciling items, tabular reconciliations of both amounts and percentages, as well as other information.

Recent Accounting Pronouncements

During November 2024, FASB issued ASU 2024-03 ― Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) — Disaggregation of Income Statement Expenses. The amendments in this ASU are intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. This ASU may be applied either (i) prospectively to financial statements issued for reporting periods after the effective date or (ii) retrospectively to any or all prior periods presented in the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company will adopt this ASU on January 1, 2027, as required, and the amendments will increase the Company’s financial statement disclosures of certain expense items reported within its expense categories presented on its statement of operations.

During September 2025, FASB issued ASU 2025-06 ― Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this ASU seek to better align how internal-use software is being developed with the accounting for capitalization and expensing of costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods beginning within those annual accounting periods, and early adoption is permitted. The Company will adopt this ASU, as required, and is in the process of determining the impact that this ASU will have on its financial statements.

NOTE 2—EARNINGS PER SHARE

Earnings (loss) per Common Share

Earnings (loss) per common share is computed using the two-class method related to the Company’s Series A Redeemable Convertible Preferred Stock, par value of $0.0001 (“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 the 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.

Diluted earnings per share is computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the dilutive incremental common shares associated with restricted stock awards and shares issuable upon the exercise of stock options, using the treasury stock method, and the potential common shares that could be issued from conversion of the Preferred Stock, using the if-converted method. When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted earnings per share calculation.

For the three and nine months ended September 30, 2025 and the nine months ended September 30, 2024, the Company incurred net losses available to stockholders, therefore potential common shares were excluded from the diluted earnings per share calculation and basic and diluted net loss per share are the same in each respective period. For the three and nine months ended September 30, 2025, 1.1 million unvested restricted shares, 1.2 million shares issuable upon exercise of options and 8.8 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive. For the nine months ended September 30, 2024, 0.8 million unvested restricted shares, 2.4 million shares issuable upon exercise of options and 8.3 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive.

Loss per share was calculated as follows:

	*For the three months ended September 30,*					*For the nine months ended September 30,*
	*2025*			*2024*		*2025*			*2024*
	(unaudited)					(unaudited)
(In thousands, except share and per share data)
Net income (loss) attributable to Lindblad Expeditions Holdings, Inc.	$	1,190		$	22,515	$	(6,166	)	$	(6,130	)
Series A redeemable convertible preferred stock dividend		1,239			1,168		3,667			3,455
Undistributed (loss) income available to stockholders	$	(49	)	$	21,347	$	(9,833	)	$	(9,585	)

Weighted average shares outstanding:
Total weighted average shares outstanding, basic		55,557,530			54,097,365		54,859,959			53,662,237
Dilutive potential common shares		-			163,798		-			-
Dilutive potential options		-			129,796		-			-
Dilutive potential redeemable convertible preferred shares		-			8,200,206		-			-
Total weighted average shares outstanding, diluted		55,557,530			62,591,165		54,859,959			53,662,237

Undistributed (loss) income per share available to stockholders:
Basic	$	(0.00	)	$	0.39	$	(0.18	)	$	(0.18	)
Diluted	$	(0.00	)	$	0.36	$	(0.18	)	$	(0.18	)

NOTE 3—REVENUES

Customer Deposits and Contract Liabilities

The Company’s guests remit deposits in advance of tour embarkation. Guest deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and certain air transportation. Guest deposits represent unearned revenues and are reported as unearned passenger revenues when received and are subsequently recognized as tour revenue over the duration of the expedition. Contract liabilities represent the Company's obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. The Company does not consider guest deposits to be a contract liability until the guest no longer has the right, resulting from the passage of time, to cancel their reservation and receive a full refund.

The change in contract liabilities within unearned passenger revenues are as follows:

	*Contract Liabilities*
(In thousands)		(unaudited)
Balance as of December 31, 2024	$	190,281
Recognized in tour revenues during the period		(564,920	)
Additional contract liabilities in period		597,820
Balance as of September 30, 2025	$	223,181

The Company sources its guest bookings through a combination of direct selling and various agency networks and alliances. The following table disaggregates each segments’ tour revenues by the sales channel it was derived from:

	*For the three months ended September 30,*				*For the nine months ended September 30,*
Lindblad Segment		*2025*		*2024*		*2025*		*2024*
	(unaudited)				(unaudited)
Guest ticket revenue:
Direct ^(a)	$	86,543	$	81,607	$	233,556	$	216,631
Agencies		34,436		27,533		98,248		79,096
Guest ticket revenue		120,979		109,140		331,804		295,727
Other tour revenue		16,582		12,128		47,910		36,897
Tour revenues	$	137,561	$	121,268	$	379,714	$	332,624

	*For the three months ended September 30,*				*For the nine months ended September 30,*
Land Experiences Segment		*2025*		*2024*		*2025*		*2024*
	(unaudited)				(unaudited)
Guest ticket revenue:
Direct ^(a)	$	88,162	$	73,073	$	178,303	$	139,783
Agencies		9,788		7,801		19,561		15,619
Guest ticket revenue		97,950		80,874		197,864		155,402
Other tour revenue		4,661		3,863		10,260		8,092
Tour revenues	$	102,611	$	84,737	$	208,124	$	163,494

(a)

Direct bookings in the table above are inclusive of affinity group sales. During the three and nine months ended September 30, 2024, affinity sales were $8.4 million and $21.5 million, respectively, for the Lindblad segment, and $1.8 million and $2.9 million, respectively, for the Land Experiences segment.

NOTE 4—FINANCIAL STATEMENT DETAILS

The following is a reconciliation of cash, cash equivalents and restricted cash to the statement of cash flows:

	*As of September 30,*
	*2025*		*2024*
(In thousands)		(unaudited)
Cash and cash equivalents	$	261,781	$	193,881
Restricted cash		28,343		30,694
Total cash, cash equivalents and restricted cash as presented in the statement of cash flows	$	290,124	$	224,575

Restricted cash consists of the following:

	*As of September 30, 2025*		*As of December 31, 2024*
(In thousands)	(unaudited)
Credit card processor reserves	$	12,500	$	12,750
Federal Maritime Commission and other escrow		14,476		18,101
Certificates of deposit and other restricted deposits		1,367		1,351
Total restricted cash	$	28,343	$	32,202

Prepaid expenses and other current assets are as follows:

	*As of September 30, 2025*		*As of December 31, 2024*
(In thousands)		(unaudited)
Prepaid tour expenses	$	34,422	$	28,585
Other		39,242		33,705
Total prepaid expenses and other current assets	$	73,664	$	62,290

NOTE 5—LONG-TERM DEBT

	*As of September 30, 2025*									*As of December 31, 2024*
				(unaudited)
(In thousands)	*Principal*			*Deferred Financing Costs, net*			*Balance*			*Principal*			*Deferred Financing Costs, net*			*Balance*
7.00% Notes	$	675,000		$	(11,557	)	$	663,443		$	-		$	-		$	-
6.75% Notes		-			-			-			360,000			(4,576	)		355,424
9.00% Notes		-			-			-			275,000			(4,999	)		270,001
Other		10			-			10			29			-			29
Total long-term debt		675,010			(11,557	)		663,453			635,029			(9,575	)		625,454
Less current portion		(10	)		-			(10	)		(29	)		-			(29	)
Total long-term debt, non-current	$	675,000		$	(11,557	)	$	663,443		$	635,000		$	(9,575	)	$	625,425

On August 20, 2025, the Company issued $675.0 million aggregate principal amount of 7.00% Notes in a private offering (the “7.00% Notes”) (see discussion below). The Company used a portion of the funds received from the 7.00% Notes to repay in full the 6.75% and 9.00% Notes, which resulted in an extinguishment of the previous debt. The extinguishment resulted in a total charge of $23.5 million consisting of a write off of $7.1 million of deferred financing costs and $16.4 million in call premiums to tender the 6.75% and 9.00% Notes. The Company recorded $11.8 million in deferred financing costs related to its issuance of the 7.00% Notes.

For the three and nine months ended September 30, 2025, $0.8 million and $2.7 million, respectively, of deferred financing costs were charged to interest expense, and for the three and nine months ended September 30, 2024, $0.9 million and $2.8 million, respectively, of deferred financing costs were charged to interest expense.

7.00% Notes

On August 20, 2025, the Company issued $675.0 million aggregate principal amount of 7.00% Notes in a private offering. The 7.00% Notes bear interest at a rate of 7.00% per year, payable semiannually in arrears on March 15 and September 15 of each year. The 7.00% Notes will mature on September 15, 2030, subject to earlier repurchase or redemption.

Of the $675.0 million of net proceeds received from the 7.00% Notes, the Company used $667.5 million to prepay in full all outstanding borrowings under the 6.75% and 9.00% Notes, pay premiums and fees related to the transaction, and to terminate in full the prior credit agreements and the commitments thereunder. The remainder will be used for future general corporate purposes. 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 7.00% Notes may be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any.

Revolving Credit Facility

On August 20, 2025, the Company amended its senior secured revolving credit facility dated February 4, 2022 (the “Revolving Credit Facility”), increasing the aggregate principal amount of commitments provided from $45.0 million to $60.0 million, extending the maturity date from February 2027 to August 2030, and increasing the letter of credit sub-facility from $10.0 million to a $15.0 million aggregate principal amount. The obligations under the Revolving Credit Facility are guaranteed by the Company, and the Guarantors and are 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. 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. As of September 30, 2025, the Company had no borrowings under the Revolving Credit Facility.

Covenants

The Company’s 7.00% Notes and Revolving Credit Facility contain covenants that include, among others, limits on additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments. These covenants are subject to a number of important exceptions and qualifications set forth in the 7.00% Notes and Revolving Credit Facility. The Company was in compliance with the covenants in effect as of September 30, 2025.

NOTE 6—FAIR VALUE MEASUREMENTS

The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses, approximate fair value due to the short-term nature of these instruments. The Company estimates the approximate fair value of its long-term debt as of September 30, 2025 to be $687.2 million based on the terms of the agreements and comparable market data as of September 30, 2025. As of September 30, 2025 and December 31, 2024, the Company had no other significant liabilities that were measured at fair value on a recurring basis.

NOTE 7—STOCKHOLDERS’ EQUITY

Preferred Stock

In August 2020, the Company issued and sold 85,000 shares of Preferred Stock for $1,000 per share for gross proceeds of $85.0 million. The Preferred Stock has senior and preferential ranking to the Company’s 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. After the second anniversary of the issuance date, the dividends may be paid-in-kind or be paid in cash at the Company’s option. During 2025, the Company thus far has continued to pay Preferred Stock dividends in-kind. At any time the Company may, at its option, convert all, but not less than all, of the Preferred Stock into common stock if the volume-weighted average closing price of shares of common stock is at least 150% of the conversion price (currently $14.25) for 20 out of 30 consecutive trading days. The Preferred Stock is convertible at any time, at the holder’s election, into a number of shares of common stock of the Company equal to the quotient obtained by dividing the then-current accrued value by the conversion price of $9.50. The Preferred Stock deferred issuance costs were $2.1 million as of September 30, 2025, recorded as a reduction to preferred stock. The Company recorded accrued dividends for Preferred Stock of $1.2 million and $3.7 million for the three and nine months ended September 30, 2025, respectively, and $1.2 million and $3.5 million for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025, the 62,000 shares of Preferred Stock outstanding and accumulated dividends could be converted at the option of the holders into 8.8 million shares of the Company’s common stock.

NOTE 8—STOCK BASED COMPENSATION

The Company is authorized to issue up to 9.3 million shares of common stock under the amended 2021 Long-Term Incentive Plan (the “Plan”) which was approved by shareholders in September 2021, and as amended in June 2025. As of September 30, 2025, 5.5 million shares were available to be granted under the Plan.

The Company recorded stock-based compensation expense of $5.4 million and $14.5 million for the three and nine months ended September 30, 2025, respectively, and $2.5 million and $7.4 million during the three and nine months ended September 30, 2024, respectively.

Long-Term Incentive Compensation

During the nine months ended September 30, 2025, the Company awarded 583,400 restricted stock units (“RSUs”) with a weighted average grant price of $10.78. The RSUs will primarily vest equally over three years on the anniversary of the grant date, subject to the recipient’s continued employment or service with the Company on the applicable vesting date. The number of shares were determined based upon the closing price of our common stock on the date of the award.

During the nine months ended September 30, 2025, the Company awarded 229,023 performance-based restricted share units (“PSUs”) with a weighted average grant price of $10.57. The PSUs generally vest three years following the date of grant based on the attainment of performance- or market-based goals, all of which are subject to a service condition. The Company does not deliver the shares associated with the PSUs to the employee, non-employee director or other service providers until the performance and vesting conditions are met.

Options

As of September 30, 2025 and December 31, 2024, options to purchase an aggregate of 1.7 million and 2.4 million shares of the Company’s common stock, respectively, with a weighted average exercise price of $8.92 as of September 30, 2025 and $8.77 as of December 31, 2024, were outstanding. As of September 30, 2025, 1.2 million options were exercisable.

In connection with the 2016 acquisition of Natural Habitat, Mr. Bressler’s employment agreement, as amended, provides Mr. Bressler, Founder and Chief Executive Officer of Natural Habitat, with an equity incentive opportunity to earn an award of options based on the future financial performance of Natural Habitat, where if the final year equity value of Natural Habitat, as defined in Mr. Bressler's employment agreement, as amended, exceeds $25.0 million, effective as of December 31, of any given year that Mr. Bressler exercises his put right (see Note 10—Commitments and Contingencies), Mr. Bressler will be granted options with a fair value equal to 5.05% of such excess in proportion to the percentage of the put option exercised, subject to certain conditions. The actual number of options granted will be determined by the calculated final year equity value of Natural Habitat and the Black-Scholes per share option value, factoring in the Company’s stock price on the date of the grant, its volatility and an appropriate risk-free rate. During the three months ended March 31, 2024, Mr. Bressler exercised a previous one-time right to elect to receive 50% of such award early, which is calculated based on performance through December 31, 2023. As a result of the early exercise, during the three months ended March 31, 2024, the Company granted 1.3 million options, with an exercise price of $8.44, to Mr. Bressler. The options vested on the grant date and have a term of ten years. In 2023, the Company determined it was probable the performance condition would be met related to this award and recorded all expense related to it. The performance condition related to the remaining equity incentive opportunity through December 31, 2025 was also deemed probable in 2023 and is being expensed over Mr. Bressler’s service period. For the three and nine months ended September 30, 2025, stock-based compensation expense related to this award was $2.9 million and $7.0 million, respectively.

Additionally, Mr. Bressler’s employment agreement, as amended, provides an equity incentive opportunity to earn an award of Company stock based on the financial performance of the Land Experiences segment businesses that Mr. Bressler manages for the year-ended December 31, 2025, as defined in Mr. Bressler’s employment agreement, as amended, under the managed business value creation. The Company determined that it was probable that the performance condition for this award would be met. For the nine months ended September 30, 2025, the Company recorded $2.8 million in stock-compensation expense related to this award.

NOTE 9—INCOME TAXES

As of September 30, 2025 and December 31, 2024, the Company had no unrecognized tax benefits recorded. The Company recorded an income tax benefit of $2.6 million and $3.5 million for the three and nine months ended September 30, 2025, respectively, versus a benefit of $6.7 million and an expense of $2.1 million, for the three and nine months ended September 30, 2024, respectively. In 2025, the effective rate differs from the statutory rate primarily due to mix of jurisdictions generating income, non-deductible employee compensation, changes in valuation allowances and tax impact of the deductibility of issuance costs. In 2024, the effective tax rate differs from the statutory rate because of the mix of jurisdictions generating income and the valuation allowance against certain loss and interest carryforwards in the United States.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBB”) was enacted in the U.S. The OBBB includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, restoration of favorable tax treatment for certain business provisions including the treatment of the deductibility of interest. Of the provisions in the bill, the deductibility of interest is the most impactful to the Company and has been reflected in the Company’s tax provision this quarter. The Company will continue to assess the OBBB for its potential impact on the Company’s consolidated financial statements.

NOTE 10—COMMITMENTS AND CONTINGENCIES

Redeemable Non-Controlling Interest

The Company has controlling interests in its Natural Habitat, Off the Beaten Path, DuVine and Classic Journeys consolidated subsidiaries. The noncontrolling interests are subject to put/call agreements. The put options enable the minority holders, but do not obligate them, to sell the remaining interests to the Company. The Company has call options which enable it, but do 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.

Since the redemption of the noncontrolling interests are 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. In addition, if it is probable that the instrument will become redeemable, solely due to the passage of time, the redeemable noncontrollable interest should be adjusted to the redemption value via one of two measurement methods. The Company elected the income classification-excess adjustment and accretion methods for recognizing changes in the redemption value of the put options. Under this methodology, a calculation of the present value of the redemption value is compared to the carrying value of the redeemable noncontrolling interest, and the carrying value of the redeemable noncontrolling interest is adjusted to the redemption value’s present value. Any adjustments to the carrying value of the redeemable noncontrolling interest, up to the redemption value of the noncontrolling interest, are classified to retained earnings. Adjustments in excess of the redemption value of the noncontrolling interest are treated as a decrease to net income available to common stockholders.

On July 8, 2025, the Company entered into the Third Amendment to the Stockholders’ Agreement, dated as of May 6, 2016 (the “Third Amendment”) to replace the previous put right for the Company’s purchase of all of Bressler’s remaining interest in Natural Habitat with a put right that may be exercised annually, up to 50% in any given year, for so long as Bressler holds any interest in Natural Habitat. In addition, on July 8, 2025, the Company and Mr. Bressler entered into the Second Amended and Restated Employment Agreement, replacing prior agreements to extend the term of the Employment Agreement through December 31, 2028 and align Mr. Bressler’s ability to receive options with the exercise of the perpetual put right.

The redemption value of the put options were determined using a discounted cash flow model. The redemption values were adjusted to their present value using the Company’s weighted average cost of capital. The following is a rollforward of redeemable non-controlling interest:

	*For the three months ended September 30,*						*For the nine months ended September 30,*
	*2025*			*2024*			*2025*			*2024*
	(unaudited)						(unaudited)
(In thousands)
Beginning balance	$	39,186		$	24,233		$	29,424		$	37,784
Net income attributable to noncontrolling interest		3,383			2,683			4,783			3,125
Redemption value adjustment of put option		2,701			1,126			11,858			2,830
Distribution		(155	)		(500	)		(950	)		(1,400	)
Acquired businesses᾽ noncontrolling interest		853			-			853			-
Redemption of put and/or call options		-			-			-			(14,797	)
Ending balance	$	45,968		$	27,542		$	45,968		$	27,542

Charter Commitments

From time to time, the Company enters into agreements to charter vessels onto which it holds its tours and expeditions. Future minimum payments on its charter agreements as of September 30, 2025 are as follows:

For the years ended December 31,	*Amount*
(In thousands)
2025 (three months)	$	3,901
2026		16,800
2027		6,882
Total	$	27,583

NOTE 11—SEGMENT INFORMATION

The Company is primarily a specialty cruise and experiential travel operator with operations in two reportable segments, Lindblad, which provides ship-based expeditions, and Land Experiences, which provides active, land-based trips, tours, treks and safari adventures. In identifying its reportable segments, the Company organized them around the nature of services provided and other relevant factors. While both segments have similar characteristics, the two operating and reporting segments cannot be aggregated because they fail to meet the requirements for aggregation. 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.

The CODM and management review operating results monthly, and evaluate the performance of the business segments and base operating decisions on the total results at a consolidated level, as well as at a segment level, based largely on tour revenues and operating income without allocating other income and expenses, net, income taxes and interest expense, net. The reports provided to the Board of Directors are at a consolidated level and contain information regarding the separate results of both segments. Operating results for the Company’s reportable segments were as follows:

	*For the three months ended September 30,*				*For the nine months ended September 30,*
	*2025*		*2024*		*2025*		*2024*
(In thousands)		(unaudited)				(unaudited)
Tour revenues:
Lindblad	$	137,561	$	121,268	$	379,714	$	332,624
Land Experiences		102,611		84,737		208,124		163,494
Total tour revenues	$	240,172	$	206,005	$	587,838	$	496,118
Operating income:
Lindblad	$	13,236	$	11,680	$	19,553	$	10,092
Land Experiences		22,734		17,801		31,440		19,032
Operating income	$	35,970	$	29,481	$	50,993	$	29,124

For the three and nine months ended September 30, 2025, there was $2.4 million and $7.8 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences segments, which were eliminated in consolidation. For the three and nine months ended September 30, 2024, there was $1.3 million and $5.1 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences segments, which were eliminated in consolidation.

The following table presents the Lindblad segment expenses:

	*Lindblad Segment*
	*For the three months ended September 30,*				*For the nine months ended September 30,*
	*2025*		*2024*		*2025*		*2024*
(In thousands)		(unaudited)				(unaudited)
Tour revenues	$	137,561	$	121,268	$	379,714	$	332,624

Cost of tours		63,800		59,202		187,092		177,306
General and administrative		23,682		19,089		65,758		57,628
Selling and marketing		23,483		19,536		66,639		52,606
Depreciation and amortization		13,360		11,761		40,672		34,992
Operating income	$	13,236	$	11,680	$	19,553	$	10,092

The following table presents the Land Experiences segment expenses:

	*Land Experiences Segment*
	*For the three months ended September 30,*				*For the nine months ended September 30,*
	*2025*		*2024*		*2025*		*2024*
(In thousands)		(unaudited)				(unaudited)
Tour revenues	$	102,611	$	84,737	$	208,124	$	163,494

Cost of tours		60,573		50,584		121,519		99,885
General and administrative		11,126		9,913		32,855		28,446
Selling and marketing		6,608		5,467		18,083		13,436
Depreciation and amortization		1,570		972		4,227		2,695
Operating income	$	22,734	$	17,801	$	31,440	$	19,032

Depreciation and amortization are included in segment operating income as shown below:

	*For the three months ended September 30,*				*For the nine months ended September 30,*
	*2025*		*2024*		*2025*		*2024*
(In thousands)		(unaudited)				(unaudited)
Depreciation and amortization:
Lindblad:
Depreciation	$	13,338	$	11,739	$	40,606	$	34,926
Amortization		22		22		66		66
Land Experiences:
Depreciation		972		542		2,432		1,405
Amortization		598		430		1,795		1,290
Total depreciation and amortization	$	14,930	$	12,733	$	44,899	$	37,687

The following table presents our total assets, intangibles, net and goodwill by segment:

	*As of September 30, 2025*		*As of December 31, 2024*
(In thousands)	(unaudited)

Total Assets:
Lindblad	$	701,288	$	667,799
Land Experiences		275,246		209,106
Total assets	$	976,534	$	876,905

Intangibles, net:
Lindblad	$	4,739	$	1,505
Land Experiences		12,626		14,418
Total intangibles, net	$	17,365	$	15,923

Goodwill:
Lindblad	$	-	$	-
Land Experiences		61,145		59,031
Total goodwill	$	61,145	$	59,031

NOTE 12—ACQUISITIONS

On January 9, 2025, the Company completed the acquisition of Torcatt Enterprises Limitada, a holding company that owns and operates two vessels in the Galápagos Islands, expanding the Company’s vessels and guest capacity in one of its core markets, for which the Company paid $16.0 million in cash. The acquisition was accounted for as a business combination and the results of its operations are included in the consolidated results from the acquisition date. Acquisition related costs for the nine months ended September 30, 2025 were $0.2 million and are included in general and administrative expenses. The Company recorded $3.3 million in intangible assets related to Galápagos Islands cupos operating rights, $12.1 million of acquired vessels, $1.7 million in other assets, net, and a $1.1 million gain in other income, related to the acquisition. The Company believes that the purchase gain resulted due to regulatory limitations and restrictions on the ability to operate within the Galápagos Islands national park and the seller’s shift in focus regarding operating in the region. The revenue and operating income contributed by the acquisition during the three and nine months ended September 30, 2025 were not material.

On July 31, 2024, the Company, through its land-based subsidiary Natural Habitat, acquired the Thomson Group. The aggregate purchase price for the Thomson Group was $30.0 million, consisting of $24.0 million in cash and $6.0 million in Lindblad common stock, representing 682,593 shares. Pursuant to the agreement, the Company has the option to acquire Tanzania Conservation Limited. The acquisition was accounted for as a business combination and the results of its operations are included in the consolidated results from the acquisition date. Acquisition related costs were $2.7 million and are included in general and administrative expenses for the year ended December 31, 2024. The Company recorded $8.6 million in intangible assets related to tradenames and customer relationships and $17.0 million in goodwill related to the acquisition. Measurement period adjustments were insignificant, and our purchase price allocations are finalized.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following discussion and analysis addresses material changes in the financial condition and results of operations of the Company for the periods presented. This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q (“Form 10-Q”), as well as the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 28, 2025 (the “2024 Annual Report”). Unless the context otherwise requires, in this Form 10-Q, “Company,” “Lindblad,” “we,” “us,” “our,” and “ours” refer to Lindblad Expeditions Holdings, Inc., and its subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

Any statements in this Form 10-Q about our expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and are “forward-looking statements” as that term is defined under the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy,” “outlook” and similar words. You should read the statements that contain these types of words carefully. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements. There may be events in the future that we are not able to predict accurately or over which we have no control. Potential risks and uncertainties include, but are not limited to:

	●	adverse general economic factors, including the impact of geopolitical, macroeconomic conditions, tariffs, changes in trade policies or capital markets volatility, that decrease the level of disposable income of consumers or consumer confidence and negatively impact the ability or desire of people to travel;

	●	cancelling or rescheduling of voyages, the denial and/or unavailability of ports of call and other potential disruptions to our business and operations related to health pandemics, political or civil unrest, war, terrorism, or other similar events;

	●	increases in fuel prices, changes in fuels consumed and availability of fuel supply in the geographies in which we operate or in general;

	●	the loss of key employees, our inability to recruit or retain qualified shoreside and shipboard employees and increased labor costs;

	●	the impact of delays or cost overruns with respect to anticipated or unanticipated drydock, maintenance, modifications or other required construction related to any of our vessels;

	●	unscheduled disruptions in our business due to civil unrest, travel restrictions, weather events, mechanical failures, pandemics or other events;

	●	management of our growth and our ability to execute on our planned growth, including our ability to successfully integrate acquisitions;

	●	our ability to maintain our relationships with National Geographic and/or World Wildlife Fund;

	●	compliance with new and existing laws and regulations, including environmental regulations and travel advisories and restrictions;

	●	our substantial indebtedness and our ability to remain in compliance with the financial and/or operating covenants in such arrangements;

	●	the impact of material litigation, enforcement actions, claims, fines or penalties on our business;

	●	the impact of severe or unusual weather conditions, including climate change, on our business;


	●	the impact of changes in tax policies and other governmental regulations in the geographies in which we operate;


	●	adverse publicity regarding the travel and cruise industry in general;

	●	loss of business due to competition;

	●	the inability to meet or achieve our sustainability related goals, aspirations, initiatives, and our public statements and disclosures regarding them;

	●	the result of future financing efforts; and

	●	those risks discussed in our 2024 Annual Report.

We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.

Business Overview

We provide expedition cruising and land-based adventure travel fostering a spirit of exploration and discovery, using itineraries featuring up-close encounters with wildlife and nature, history and culture and promote guest empowerment, human connections and interactivity. Our mission is to offer life-changing 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 operate seven seasonal charter vessels (with several other vessels contracted for future expeditions), under the Lindblad brand. Each expedition ship is fully equipped with state-of-the-art tools for in-depth exploration and the majority of our expeditions involve travel to remote places, such as voyages to Alaska, the Arctic, Antarctic, the Galápagos Islands, Baja’s Sea of Cortez, the South Pacific, Costa Rica and Panama. We have a longstanding relationship with the National Geographic Society dating back to 2004, which is based on a shared interest in exploration, research, technology and conservation. This relationship, which was recently expanded and extended through 2040, includes a co-selling, co-marketing and global branding arrangement whereby our owned vessels carry the National Geographic name, and National Geographic sells our expeditions through its internal travel division. We collaborate with National Geographic on voyage planning to enhance the guest experience by having National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, join our expeditions. Guests have the ability to interact with these experts through lectures, excursions, dining and other experiences throughout their voyage.

We operate land-based nature adventure travel expeditions around the globe, with unique itineraries designed to offer intimate encounters with nature and the planet’s wild destinations and the animals and people who live there.

Natural Habitat, Inc. (“Natural Habitat”) provides eco-conscious expeditions and nature-focused, small-group experiences that include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos Islands tours and African safaris. Natural Habitat has partnered with World Wildlife Fund (“WWF”) for more than 20 years to offer conservation travel, which is sustainable travel that contributes to the protection of nature and wildlife.

Off the Beaten Path, LLC (“Off the Beaten Path”) provides small group travel, led by local, experienced guides, with distinct focus on wildlife, hiking national parks and culture. Off the Beaten Path offerings include insider national park experiences in the Rocky Mountains, Desert Southwest, and Alaska, as well as unique trips across Central and South America, Oceania, Europe and Africa.

DuVine Cycling + Adventure Company (“DuVine”) provides intimate cycling adventures and travel experiences, led by expert guides, with a focus on connecting with local character and culture, including high-quality local cuisine and accommodations. International cycling tours include the exotic Costa Rican rainforests, the rocky coasts of Ireland and the vineyards of Spain, while cycling adventures in the United States include cycling beneath the California redwoods, pedaling through Vermont farmland and wine tastings in the world-class vineyards of Napa and Sonoma.

Classic Journeys, LLC (“Classic Journeys”) offers highly curated active small-group and private custom journeys centered around cinematic walks led by expert local guides in over 50 countries around the world. These walking tours are highlighted by luxury boutique accommodations, and handcrafted itineraries that immerse guests into the history and culture of the places they are exploring and the people who live there. 

Thomson Group, consisting of Wineland-Thomson Adventures, LLC (“Thomson Family Adventures”), Thomson Safaris Ltd (“Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), and the Ngorongoro lodge and farm under Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”), provides global custom and private tours, family travel experiences, socially responsible and positively impactful light-treading Tanzanian safaris with expert local wildlife guides providing exceptional insight, treks to the summit of Kilimanjaro, the Roof of Africa, with 30 years of experience and a commitment to environmental and social responsibility, and high-end lodging at the award-winning Gibb’s Farm, an 80-acre sanctuary located near the Ngorongoro Crater.

We operate two segments consisting of (i) the Lindblad segment, which consists of the operations of our Lindblad brand, and (ii) the Land Experiences segment, consisting of our Natural Habitat, Off the Beaten Path, DuVine and Classic Journeys brands and the Thomson Group.

2025 Highlights

On January 9, 2025, we completed the acquisition of Torcatt Enterprises Limitada, a holding company that owns and operates two vessels in the Galápagos Islands, for $16.0 million in cash. The acquisition expands our vessels and guest capacity in one of our core markets. 

On August 20, 2025, we issued $675.0 million of 7.00% senior secured notes, maturing 2030, with proceeds used primarily to pay the outstanding borrowings under our prior 9.00% and 6.75% senior secured notes and increased the amount available under our revolving credit facility to $60.0 million.

The discussion and analysis of our results of operations and financial condition are organized as follows:

	●	a description of certain line items and operational and financial metrics we utilize to assist us in managing our business;

	●	results and a comparable discussion of our consolidated and segment results of operations;

	●	a discussion of our liquidity and capital resources, including future capital and contractual commitments and potential funding sources; and

	●	a review of our critical accounting policies.

Financial Presentation

Description of Certain Line Items

Tour revenues

Tour revenues consist of the following:

	●	Guest ticket revenues recognized from the sale of guest tickets; and

	●	Other tour revenues from the sale of pre- or post-expedition excursions, hotel accommodations, air transportation to and from the ships and excursions, goods and services rendered onboard that are not included in guest ticket prices, trip insurance, and cancellation fees.

Cost of tours

Cost of tours includes the following:

	●	Direct costs associated with revenues, including cost of pre- or post-expedition excursions, hotel accommodations, and land-based expeditions, air and other transportation expenses, and cost of goods and services rendered onboard;

	●	Payroll costs and related expenses for shipboard and expedition personnel;

	●	Food costs for guests and crew, including complimentary food and beverage amenities for guests;

	●	Fuel costs and related costs of delivery, storage and safe disposal of waste; and

	●	Other tour expenses, such as land costs, port costs, repairs and maintenance, equipment expense, drydock, ship insurance, charter hire costs and credit card fees.

Selling and marketing

Selling and marketing expenses include commissions, royalties and a broad range of advertising and promotional expenses.

General and administrative

General and administrative expenses include the cost of shoreside vessel support, reservations and other administrative functions, including salaries and related benefits, professional fees and rent.

Operational and Financial Metrics

We use a variety of operational and financial metrics, including non-GAAP financial measures, such as Adjusted EBITDA, Net Yields, Occupancy and Net Cruise Costs, to enable us to analyze our performance and financial condition. We utilize these financial measures to manage our business on a day-to-day basis and believe that they are the most relevant measures of performance. Some of these measures are commonly used in the cruise and tourism industry to evaluate performance. We believe these non-GAAP measures provide expanded insight to assess revenue and cost performance, in addition to the standard GAAP-based financial measures. There are no specific rules or regulations for determining non-GAAP measures, and as such, they may not be comparable to measures used by other companies within the industry.

The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. You should read this discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and the related notes thereto also included within.

Adjusted EBITDA is net income (loss) excluding depreciation and amortization, net interest expense, other (income) expense, income tax expense (benefit), (gain) loss on foreign currency, (gain) loss on transfer of assets, reorganization costs, and other supplemental adjustments. Other supplemental adjustments include certain non-operating items such as stock-based compensation, executive severance costs, debt extinguishment, acquisition-related expenses and other non-recurring charges. We believe Adjusted EBITDA, when considered along with other performance measures, is a useful measure as it reflects certain operating drivers of the business, such as sales growth, operating costs, selling and administrative expense, and other operating income and expense. We believe Adjusted EBITDA helps provide a more complete understanding of the underlying operating results and trends and an enhanced overall understanding of our financial performance and prospects for the future. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income as it does not take into account certain requirements, such as unearned passenger revenues, capital expenditures and related depreciation, principal and interest payments, and tax payments. Our computation and use of Adjusted EBITDA may not be comparable to other companies within the industry.

The following metrics apply to our Lindblad segment:

Adjusted Net Cruise Cost represents Net Cruise Cost adjusted for non-GAAP other supplemental adjustments which include certain non-operating items such as stock-based compensation, and acquisition-related expenses.

Available Guest Nights is a measurement of capacity and represents double occupancy per cabin (except single occupancy for a single capacity cabin) multiplied by the number of cruise days for the period. We also record the number of guest nights available on our limited land programs in this definition.

Gross Cruise Cost represents the sum of cost of tours plus, selling and marketing expenses, and general and administrative expenses.

Gross Yield per Available Guest Night represents tour revenues less insurance proceeds divided by Available Guest Nights.

Guest Nights Sold represents the number of guests carried for the period multiplied by the number of nights sailed within the period.

Maximum Guests is a measure of capacity and represents the maximum number of guests in a period and is based on double occupancy per cabin (except single occupancy for a single capacity cabin).

Net Cruise Cost represents Gross Cruise Cost excluding commissions and certain other direct costs of guest ticket revenues and other tour revenues.

Net Cruise Cost Excluding Fuel represents Net Cruise Cost excluding fuel costs.

Net Yield represents tour revenues less insurance proceeds, commissions and direct costs of other tour revenues.

Net Yield per Available Guest Night represents Net Yield divided by Available Guest Nights.

Number of Guests represents the number of guests that travel with us in a period.

Occupancy is calculated by dividing Guest Nights Sold by Available Guest Nights.

Voyages represent the number of ship expeditions completed during the period.

The following metrics apply to our Land Experiences segment:

Guests represents the number of guests that travel with us in a period.

Departures represent the number of trips, tours, treks and safaris completed during the period.

Foreign Currency Translation

The U.S. dollar and Tanzanian shilling are the functional currencies in our foreign operations and re-measurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses in the condensed consolidated statements of operations.

Seasonality

Traditionally, our Lindblad brand tour revenues are mildly seasonal, historically larger in the first and third quarters. The seasonality of our operating results fluctuates due to our vessels being taken out of service for scheduled maintenance or drydocking, which is typically during nonpeak demand periods, generally in the second and fourth quarters. Our drydock schedules are subject to cost and timing differences from year-to-year due to the availability of shipyards for certain work, drydock locations based on ship itineraries, operating conditions experienced especially in the polar regions and the applicable regulations of class societies in the maritime industry, which require more extensive reviews periodically. Drydocking impacts operating results by reducing tour revenues and increasing cost of tours. Our Natural Habitat, Off the Beaten Path, DuVine, Classic Journeys brands and Thomson Group are seasonal businesses, with the majority of Natural Habitat’s tour revenue recorded in the third and fourth quarters from 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 spring and summer season departures, and the majority of Thomson Group’s revenues being recorded during the third quarter from the height of the safari season tours, while Classic Journeys’ revenue is somewhat less seasonal with the majority of revenues recorded during the second, third and fourth quarters.

Results of Operations — Consolidated

Our consolidated results for the three and nine months ended September 30, 2025 and 2024 are set forth below.

	For the three months ended September 30,											For the nine months ended September 30,
(In thousands)	2025			2024		Change			%			2025			2024			Change			%
Tour revenues	$	240,172		$	206,005	$	34,167			17	%	$	587,838		$	496,118		$	91,720			18	%

Cost of tours		124,373			109,786		14,587			13	%		308,611			277,191			31,420			11	%
General and administrative		34,808			29,002		5,806			20	%		98,613			86,074			12,539			15	%
Selling and marketing		30,091			25,003		5,088			20	%		84,722			66,042			18,680			28	%
Depreciation and amortization		14,930			12,733		2,197			17	%		44,899			37,687			7,212			19	%
Operating income	$	35,970		$	29,481	$	6,489			22	%	$	50,993		$	29,124		$	21,869			75	%
Net income (loss)	$	4,573		$	25,198	$	(20,625	)		(82	)%	$	(1,383	)	$	(3,005	)	$	1,622			54	%
Undistributed (loss) income per share available to stockholders:
Basic	$	(0.00	)	$	0.39	$	(0.39	)				$	(0.18	)	$	(0.18	)	$	(0.00	)
Diluted	$	(0.00	)	$	0.36	$	(0.36	)				$	(0.18	)	$	(0.18	)	$	(0.00	)

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024 — Consolidated

Tour Revenues

Tour revenues for the three months ended September 30, 2025 increased $34.2 million, or 17%, to $240.2 million, compared to $206.0 million for the three months ended September 30, 2024. Of the $34.2 million increase, we realized a $26.2 million increase due to a 12% increase in guest nights sold and a 12% increase in guests traveled, as well as an $8.0 million increase due to changes to the mix of itineraries and trips, and increased pricing.

Tour revenues for the nine months ended September 30, 2025 increased $91.7 million, or 18%, to $587.8 million, compared to $496.1 million for the nine months ended September 30, 2024. Of the $91.7 million increase, we realized a $51.2 million increase due to an 11% increase in guest nights sold and a 9% increase in guests traveled, excluding Thomson Group, and a $40.5 million increase due to changes to the mix of itineraries and trips, increased pricing and the inclusion of the operations of Thomson Group for the full 2025 period.

Cost of Tours

Total cost of tours for the three months ended September 30, 2025 increased $14.6 million, or 13%, to $124.4 million, compared to $109.8 million for the three months ended September 30, 2024, due to increased operating costs related to additional voyages and trips. The Lindblad segment cost of tours increased by $4.6 million, or 8%, and the Land Experiences segment increased $10.0 million, or 20%.

Total cost of tours for the nine months ended September 30, 2025 increased $31.4 million, or 11%, to $308.6 million, compared to $277.2 million for the nine months ended September 30, 2024, primarily due to increased operating costs related to additional voyages and trips and higher dry dock expense, partially offset by lower fuel expense. The Lindblad segment cost of tours increased by $9.8 million, or 6%, and the Land Experiences segment increased $21.6 million, or 22%, which includes the year-to-date results of Thomson Group, acquired in July 2024.

General and Administrative

General and administrative expenses for the three months ended September 30, 2025 increased $5.8 million, or 20%, to $34.8 million, compared to $29.0 million for the three months ended September 30, 2024, primarily due to higher stock-based compensation expense and personnel costs, including reorganization related costs, net of $1.8 million in employee retention tax credits received, including reorganization related costs, partially offset by lower transaction-related costs. At the Lindblad segment, general and administrative expenses increased $4.6 million, or 24%, from the prior year period, and at the Land Experiences segment, general and administrative expenses increased $1.2 million, or 12%.

General and administrative expenses for the nine months ended September 30, 2025 increased $12.5 million, or 15%, to $98.6 million, compared to $86.1 million for the nine months ended September 30, 2024, primarily due to higher stock-based compensation expense and personnel costs, including reorganization related costs, net of $5.3 million in employee retention tax credits received, partially offset by lower transaction-related costs. At the Lindblad segment, general and administrative expenses increased $8.1 million, or 14%, from the prior year period, and at the Land Experiences segment, general and administrative expenses increased $4.4 million, or 15%.

Selling and Marketing

Selling and marketing expenses for the three months ended September 30, 2025 increased $5.1 million, or 20%, to $30.1 million, compared to $25.0 million for the three months ended September 30, 2024, primarily due to higher royalties and commission expense, directly associated with higher revenues and increased royalty rates per the National Geographic agreement, and increased marketing spend to support future growth. At the Lindblad segment, selling and marketing expenses increased $3.9 million, or 20%, and at the Land Experiences segment, selling and marketing expenses increased $1.1 million, or 21%.

Selling and marketing expenses for the nine months ended September 30, 2025 increased $18.7 million, or 28%, to $84.7 million, compared to $66.0 million for the nine months ended September 30, 2024, primarily due to higher royalties and commission expense, directly associated with higher revenues and increased royalty rates per the National Geographic agreement, and increased marketing spend to support future growth. At the Lindblad segment, selling and marketing expenses increased $14.0 million, or 27%, and at the Land Experiences segment, selling and marketing expenses increased $4.6 million, or 35%.

Depreciation and Amortization

Depreciation and amortization expenses for the three months ended September 30, 2025 increased $2.2 million, or 17%, to $14.9 million, compared to $12.7 million for the three months ended September 30, 2024. The increase was primarily related to depreciation of assets placed into service to support our vessel fleet.

Depreciation and amortization expenses for the nine months ended September 30, 2025 increased $7.2 million, or 19%, to $44.9 million, compared to $37.7 million for the nine months ended September 30, 2024. The increase was primarily related to depreciation of assets placed into service to support our vessel fleet and nine months of amortization for intangible assets related to the 2024 Thomson Group acquisition.

Other Income (Expense)

Other expense for the three months ended September 30, 2025 increased $22.9 million to $33.9 million from $11.0 million for the three months ended September 30, 2024, due primarily to $23.5 million in debt extinguishment and other financing expenses related to the issuance of the $675.0 million 7.00% senior secured notes due 2030, partially offset by a $1.1 million gain on the Torcatt acquisition.

Other expense for the nine months ended September 30, 2025 increased $18.8 million to $53.0 million from $34.2 million for the nine months ended September 30, 2024, due primarily to $23.5 million in debt extinguishment and other financing expenses related to the issuance of the $675.0 million 7.00% senior secured notes due 2030, partially offset by a $1.1 million gain on the Torcatt acquisition.

Results of Operations — Segments

Selected information for our reportable segments is below. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

	For the three months ended September 30,									For the nine months ended September 30,
(In thousands)	2025		2024		Change		%			2025		2024		Change		%
Tour revenues:
Lindblad	$	137,561	$	121,268	$	16,293		13	%	$	379,714	$	332,624	$	47,090		14	%
Land Experiences		102,611		84,737		17,874		21	%		208,124		163,494		44,630		27	%
Total tour revenues	$	240,172	$	206,005	$	34,167		17	%	$	587,838	$	496,118	$	91,720		18	%
Operating income:
Lindblad	$	13,236	$	11,680	$	1,556		13	%	$	19,553	$	10,092	$	9,461		94	%
Land Experiences		22,734		17,801		4,933		28	%		31,440		19,032		12,408		65	%
Operating income	$	35,970	$	29,481	$	6,489		22	%	$	50,993	$	29,124	$	21,869		75	%
Adjusted EBITDA:
Lindblad	$	32,773	$	26,238	$	6,535		25	%	$	75,422	$	53,429	$	21,993		41	%
Land Experiences		24,490		19,574		4,916		25	%		36,666		24,373		12,293		50	%
Total adjusted EBITDA	$	57,263	$	45,812	$	11,451		25	%	$	112,088	$	77,802	$	34,286		44	%

Guest Metrics — Lindblad Segment

The following table sets forth our Available Guest Nights, Guest Nights Sold, Occupancy, Maximum Guests, Number of Guests and Voyages:

	For the three months ended September 30,						For the nine months ended September 30,
	2025			2024			2025			2024
Available Guest Nights		95,487			91,293			252,327			254,651
Guest Nights Sold		84,143			74,845			221,315			199,982
Occupancy		88	%		82	%		88	%		79	%
Maximum Guests		11,909			11,225			32,906			30,501
Number of Guests		10,685			9,414			29,165			24,695
Voyages		159			137			433			380

The following table shows the calculations of Gross and Net Yield. Gross Yield is calculated by dividing Tour Revenues by Available Guest Nights and Net Yield is calculated by dividing Net Revenue by Available Guest Nights:

Calculation of Gross and Net Yield per Available Guest Night	For the three months ended September 30,						For the nine months ended September 30,
(In thousands, except for Available Guest Nights, Gross and Net Yield per Available Guest Night)	2025			2024			2025			2024
Guest ticket revenues	$	120,979		$	109,140		$	331,804		$	295,727
Other tour revenue		16,582			12,128			47,910			36,897
Tour Revenues		137,561			121,268			379,714			332,624
Less: Commissions		(5,304	)		(5,212	)		(15,349	)		(13,791	)
Less: Other tour expenses		(6,762	)		(6,060	)		(23,095	)		(19,417	)
Net Yield	$	125,495		$	109,996		$	341,270		$	299,416
Available Guest Nights		95,487			91,293			252,327			254,651
Gross Yield per Available Guest Night	$	1,441		$	1,328		$	1,505		$	1,306
Net Yield per Available Guest Night		1,314			1,205			1,352			1,176

The following table reconciles operating income to our Net Yield Guest Metric for the Lindblad Segment:

	For the three months ended September 30,						For the nine months ended September 30,
(In thousands)	2025			2024			2025			2024
Operating income	$	13,236		$	11,680		$	19,553		$	10,092
Cost of tours		63,800			59,202			187,092			177,306
General and administrative		23,682			19,089			65,758			57,628
Selling and marketing		23,483			19,536			66,639			52,606
Depreciation and amortization		13,360			11,761			40,672			34,992
Less: Commissions		(5,304	)		(5,212	)		(15,349	)		(13,791	)
Less: Other tour expenses		(6,762	)		(6,060	)		(23,095	)		(19,417	)
Net Yield	$	125,495		$	109,996		$	341,270		$	299,416

The following table shows the calculations of Gross and Net Cruise Costs:

Calculation of Gross and Net Cruise Cost	For the three months ended September 30,						For the nine months ended September 30,
(In thousands, except for Available Guest Nights, Gross and Net Cruise Cost per Avail. Guest Night)	2025			2024			2025			2024
Cost of tours	$	63,800		$	59,202		$	187,092		$	177,306
Plus: Selling and marketing		23,483			19,536			66,639			52,606
Plus: General and administrative		23,682			19,089			65,758			57,628
Gross Cruise Cost		110,965			97,827			319,489			287,540
Less: Commissions		(5,304	)		(5,212	)		(15,349	)		(13,791	)
Less: Other tour expenses		(6,762	)		(6,060	)		(23,095	)		(19,417	)
Net Cruise Cost		98,899			86,555			281,045			254,332
Less: Fuel Expense		(6,224	)		(5,460	)		(17,755	)		(19,895	)
Net Cruise Cost Excluding Fuel		92,675			81,095			263,290			234,437
Non-GAAP Adjustments:
Stock-based compensation		(5,325	)		(2,352	)		(14,186	)		(7,185	)
Transaction-related costs		(18	)		(445	)		(177	)		(789	)
Reorganization costs		(834	)		-			(834	)		(371	)
Adjusted Net Cruise Cost Excluding Fuel	$	86,498		$	78,298		$	248,093		$	226,092
Adjusted Net Cruise Cost	$	92,722		$	83,758		$	265,848		$	245,987
Available Guest Nights		95,487			91,293			252,327			254,651
Gross Cruise Cost per Available Guest Night	$	1,162		$	1,072		$	1,266		$	1,129
Net Cruise Cost per Available Guest Night		1,036			948			1,114			999
Net Cruise Cost Excluding Fuel per Available Guest Night		971			888			1,043			921
Adjusted Net Cruise Cost Excluding Fuel per Available Guest Night		906			858			983			888
Adjusted Net Cruise Cost per Available Guest Night		971			917			1,054			966

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024 at the Lindblad Segment

Tour Revenues

Tour revenues for the three months ended September 30, 2025 increased $16.3 million, or 13%, to $137.6 million, compared to $121.3 million for the three months ended September 30, 2024. Of the $16.3 million increase, $15.2 million is related to a 12% increase in guest nights sold and $1.1 million is related to a 1% increase in revenue per guest nights sold as compared to the prior year period. Net yield per available guest night increased 9% to $1,314 from $1,205 in 2024, reflecting the higher pricing and a 6-percentage point increase in occupancy compared with the same period in 2024.

Tour revenues for the nine months ended September 30, 2025 increased $47.1 million, or 14%, to $379.7 million, compared to $332.6 million for the nine months ended September 30, 2024. Of the $47.1 million increase, $36.6 million is related to an 11% increase in guest nights sold and $10.5 million is related to a 3% increase in revenue per guest nights sold as compared to the prior year period. Net yield per available guest night increased 15% to $1,352 from $1,176 in 2024, reflecting the higher pricing and a 9-percentage point increase in occupancy compared with the same period in 2024.

Operating Income

Operating income increased $1.6 million for the three months ended September 30, 2025 to $13.2 million compared to $11.7 million for the three months ended September 30, 2024, as the increase in tour revenues was partially offset by higher operating expenses. The higher operating expenses included those expenses associated with increased revenue, including costs of tours, increased commissions and royalties, including the increased royalty rates per the National Geographic agreement, and higher general and administrative costs, primarily due to increased stock-based compensation costs and reorganization related costs.

During the nine months ended September 30, 2025, we generated operating income of $19.6 million compared to $10.1 million for the nine months ended September 30, 2024, as the increase in tour revenues was partially offset by higher operating expenses. Higher operating expenses included expenses associated with increased revenue, including higher costs of tours, higher sales and marketing costs, including increases associated with the increased royalty rates included in the National Geographic agreement, higher commissions, and marketing spend to drive future booking growth, and higher general and administrative costs, primarily due to increased personnel costs and stock-based compensation and reorganization related costs.

Guest Metrics — Land Experiences Segment

The following table shows number of guests and the number of tour departures in the Land Experiences Segment:

	For the three months ended September 30,				For the nine months ended September 30,
	2025		2024		2025		2024
Guests		8,746		7,806		19,133		16,275
Departures		1,138		1,029		2,425		2,055

Comparison of Three and Nine Months Ended September 30, 2025 and 2024 at the Land Experiences Segment

Tour Revenues

Tour revenues for the three months ended September 30, 2025 increased $17.9 million, or 21%, to $102.6 million compared to $84.7 million for the three months ended September 30, 2024. Of the $17.9 million increase, $11.0 million is related to a 12% increase in the number of guests traveled, and $6.9 million is related to an 8% increase in revenue per guest as compared to the prior year period due to change in itineraries, destinations and increased pricing.

Tour revenues for the nine months ended September 30, 2025 increased $44.6 million, or 27%, to $208.1 million compared to $163.5 million for the nine months ended September 30, 2024. Of the $44.6 million increase, $15.2 million is related to a 9% increase in the number of guests traveled for the continuing operations, and $29.4 million is related to a 7% increase in revenue per guest as compared to the prior year period due to changes in itineraries, destinations and increased pricing and the inclusion of the results of Thomson Group, acquired in July 2024, for the full year-to-date period in 2025.

Operating Income

Operating income of $22.7 million for the three months ended September 30, 2025 increased $4.9 million compared to $17.8 million for the three months ended September 30, 2024, as the increase in tour revenue was partially offset by higher operating and personnel costs related to operating additional trip and tour departures, and higher marketing spend to drive future growth.

Operating income of $31.4 million for the nine months ended September 30, 2025 increased $12.4 million compared to $19.0 million for the nine months ended September 30, 2024, as the increase in tour revenue was partially offset by higher operating and personnel costs related to operating additional trip and tour departures, higher marketing spend to drive future growth, partially offset by decreased transaction-related costs and the impact of foreign currency on operating expenses.

Adjusted EBITDA — Consolidated

The following table outlines the reconciliation of net income (loss) to consolidated Adjusted EBITDA. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

Reconciliation of Net Loss to Adjusted EBITDA — Consolidated

Consolidated	For the three months ended September 30,						For the nine months ended September 30,
(In thousands)	2025			2024			2025			2024
Net income (loss)	$	4,573		$	25,198		$	(1,383	)	$	(3,005	)
Interest expense, net		11,256			11,234			34,503			34,140
Income tax benefit		(2,564	)		(6,747	)		(3,503	)		(2,050	)
Depreciation and amortization		14,930			12,733			44,899			37,687
Loss (gain) loss on foreign currency		318			(203	)		(982	)		48
Stock-based compensation		5,370			2,529			14,489			7,362
Transaction-related costs		159			1,069			873			3,258
Other (income) expense		20			(1	)		(9	)		(9	)
Debt extinguishment		23,492			-			23,492			-
Acquisition gain		(1,125	)		-			(1,125	)		-
Reorganization costs		834			-			834			371
Adjusted EBITDA	$	57,263		$	45,812		$	112,088		$	77,802

Reconciliation of Operating (Loss) Income to Adjusted EBITDA — Segments

The following tables outline the reconciliation for each reportable segment from operating income to Adjusted EBITDA.

Lindblad Segment	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2025		2024		2025		2024
Operating income	$	13,236	$	11,680	$	19,553	$	10,092
Depreciation and amortization		13,360		11,761		40,672		34,992
Stock-based compensation		5,325		2,352		14,186		7,185
Transaction-related costs		18		445		177		789
Reorganization costs		834		-		834		371
Adjusted EBITDA	$	32,773	$	26,238	$	75,422	$	53,429

Land Experiences Segment	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2025		2024		2025		2024
Operating income	$	22,734	$	17,801	$	31,440	$	19,032
Depreciation and amortization		1,570		972		4,227		2,695
Transaction-related costs		141		624		696		2,469
Stock-based compensation		45		177		303		177
Adjusted EBITDA	$	24,490	$	19,574	$	36,666	$	24,373

Liquidity and Capital Resources

As of September 30, 2025, we had $261.8 million in unrestricted cash and cash equivalents and $28.3 million in restricted cash primarily related to deposits on future travel originating from U.S. ports and credit card reserves.

As of September 30, 2025, we had $675.0 million in long-term debt obligations, including the current portion of long-term debt. We believe that our cash on hand and expected future operating cash inflows will be sufficient to fund operations, debt service requirements, and necessary capital expenditures for at least the next 12 months.

Sources and Uses of Cash for the Nine Months Ended September 30, 2025 and 2024

Net cash provided by operating activities was $96.9 million for the nine months ended September 30, 2025 compared to $90.7 million for the same period in 2024. The $6.2 million increase is primarily due to increased cash received from guests for future travel.

Net cash used in investing activities was $54.1 million for the nine months ended September 30, 2025 compared to $34.4 million in cash provided by investing activities during the same period in 2024. 2025 primarily included the purchase of Torcatt Enterprises Limitada to expand our vessels and operations in the Galápagos, the refurbishment of the vessels acquired, and higher capital expenditure on our remaining vessels due to the timing of vessel drydocks compared to prior year, while 2024 primarily included capital expenditures on our vessels and digital transformation initiatives.

Net cash provided by financing activities was $31.5 million for the nine months ended September 30, 2025 compared to $19.1 million used in financing activities for the same period in 2024. 2025 primarily included the issuance of $675.0 million of 7.00% senior secured notes, which were used mainly to repay our prior senior secured notes, and cash received from the exercise of options, while 2024 primarily included expenditures for the acquisition of an additional 9.95% of Natural Habitat and 5% of DuVine related to the respective puts and calls of the redeemable non-controlling interests, and income tax withholdings for stock-based compensation.

Funding Sources

Debt Facilities

7.00% Notes

On August 20, 2025, we issued $675.0 million aggregate principal amount of 7.00% senior secured notes due 2030 (the “7.00% Notes”) in a private offering. The 7.00% Notes bear interest at a rate of 7.00% per year, payable semiannually in arrears on March 15 and September 15 of each year. The 7.00% Notes will mature on September 15, 2030, subject to earlier repurchase or redemption. Of the $675.0 million of net proceeds received from the 7.00% Notes, we used $667.5 million to prepay in full all outstanding borrowings under the 6.75% and 9.00% Notes, pay premiums and fees related to the transaction, and to terminate in full the prior credit agreements and the commitments thereunder. The remainder will be used for future general corporate purposes. The 7.00% Notes are senior secured obligations and are guaranteed on a senior secured basis by us and certain of our subsidiaries and secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the guarantors. We may redeem the 7.00% Notes at set redemption prices and premiums, plus accrued and unpaid interest, if any.

Revolving Credit Facility

On August 20, 2025, we amended our senior secured revolving credit facility dated February 4, 2022 (the “Revolving Credit Facility”), increasing the aggregate principal amount of commitments provided from $45.0 million to $60.0 million, extending the maturity date from February 2027 to August 2030, and increasing the letter of credit sub-facility from $10.0 million to a $15.0 million aggregate principal amount. The obligations under the Revolving Credit Facility are guaranteed by us, and the Guarantors and are secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the Guarantors assets. Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at our option, an adjusted Secured Overnight Financing Rate (“SOFR”) plus a spread or a base rate plus a spread. We are required to pay a 0.5% quarterly commitment fee on undrawn amounts under the Revolving Credit Facility. As of September 30, 2025, we had no borrowings under the Revolving Credit Facility.

Covenants

The 7.00% Notes and Revolving Credit Facility contain covenants that, among other things, restrict our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments. These covenants are subject to a number of important exceptions and qualifications set forth in the 7.00% Notes and Revolving Credit Facility. As of September 30, 2025, we were in compliance with the covenants currently in effect.

Equity

Preferred Stock

In August 2020, we 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 March 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. After the second anniversary of the issuance date, the dividends may be paid-in-kind or be paid in cash at our option. During 2025, we thus far have continued to pay Preferred Stock dividends in-kind. At any time we may, at our option, convert all, but not less than all, of the Preferred Stock into common stock if the volume-weighted average closing price of shares of common stock is at least 150% of the conversion price (currently $14.25) for 20 out of 30 consecutive trading days. 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. At the six-year anniversary of the closing date, each investor has the right to request that we repurchase their Preferred Stock, and any Preferred Stock not requested to be repurchased shall be converted into our common shares equal to the quotient obtained by dividing the then-current accrued value by the conversion price. As of September 30, 2025, the outstanding Preferred Stock and accumulated dividends could be converted, at the option of the holders, into approximately 8.8 million shares of our common stock.

Funding Needs

We generally rely on a combination of cash flows provided by operations and the incurrence of additional debt to fund obligations. A vast majority of guest ticket receipts are collected in advance of the applicable expedition date. These advance passenger receipts remain a current liability until the expedition date, and the cash generated from these advance receipts is used interchangeably with cash on hand from other cash from operations. The cash received as advanced receipts can be used to fund operating expenses for the applicable future expeditions or otherwise, pay down debt, make long-term investments or any other use of cash. Traditionally we run a working capital deficit due primarily to a large balance of unearned passenger revenues. As of September 30, 2025, we had a working capital deficit of $74.8 million, and as of December 31, 2024, we had a working capital deficit of $114.0 million.

Critical Accounting Policies

Our preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. For a detailed discussion of our Critical Accounting Policies, please see our 2024 Annual Report, where we have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application. There have been no changes to our accounting policies from those disclosed in the 2024 Annual Report.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have otherwise been no other material changes in our exposure to market risks from the information set forth in the “Quantitative and Qualitative Disclosures About Market Risk” sections contained in our 2024 Annual Report.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) were effective as of September 30, 2025 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART 2.

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

The Company is involved in various claims, legal actions and regulatory proceedings arising from time to time in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity and we have protection and indemnity insurance that would be expected to cover any damages.

ITEM 1A.

RISK FACTORS

We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. The risks and uncertainties that we believe are most important for you to consider are discussed under the heading “Risk Factors” in the 2024 Annual Report.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales by the Company of Unregistered Securities

There were no unregistered sales of equity securities during the quarter ended September 30, 2025.

Repurchases of Securities

The following table represents information with respect to shares of common stock withheld from vestings of stock-based compensation awards for employee income tax withholding 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 warrants and shares that may be purchased under approved plans or programs
July 1 through July 31, 2025		-	$	-	$	-	$	11,974,787
August 1 through August 31, 2025		-		-		-		11,974,787
September 1 through September 30, 2025		291		13.73		-		11,974,787
Total		291			$	-

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

Rule 10b5-1 Trading Plans

Directors and Executive Officers. Our directors and executive officers may purchase or sell shares of our common stock in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and in compliance with guidelines specified by the Company. In accordance with Rule 10b5-1 and the Company’s insider trading policy, directors, officers and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s common stock, including shares acquired pursuant to the Company’s equity plans (“Rule 10b5-1 Trading Plans”). Under a Rule 10b5-1 Trading Plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted, terminated or modified by our directors and executive officers during the three months ended September 30, 2025, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Name and Title	Adoption, Termination or Modification	Date of Adoption, Termination or Modification	Scheduled Expiration Date of Plan	Number of Shares to be Purchased under the Plan
Alex P. Schultz (Director)	Modification	September 10, 2025	September 8, 2026	247,970
Sven-Olof Lindblad (Director)	Adoption	September 18, 2025	December 22, 2026	1,000,000

ITEM 6.

EXHIBITS

Number	Description	Included	Form	Filing Date
4.1	Indenture, dated as of August 20, 2025, among the Issuer, the Company, the other Guarantors named therein, the Trustee and the Collateral Trustee, relating to the 7.000% Senior Secured Notes due 2030.	By Reference	8-K	August 21, 2025
4.2	Form of 7.000% Senior Secured Notes due 2030 (included in Exhibit 4.1).	By Reference	8-K	August 21, 2025
4.3	Third Supplemental Indenture, dated as of August 18, 2025, to Indenture, dated as of February 4, 2022 among the Issuer, the Company, the other guarantors named therein and Wilmington Trust, National Association, as trustee and collateral trustee, relating to the 6.750% Senior Secured Notes due 2027.	By Reference	8-K	August 21, 2025
10.1	Amendment to the Revolving Credit Agreement, dated as of February 4, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time, including by the Amendment), by and among the Issuer, as borrower, the Company, JPMorgan Chase Bank, N.A., as administrative agent, the lenders from time to time party thereto and certain other parties thereto	By Reference	8-K	August 21, 2025
31.1	Certification of Chief Executive Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.	Herewith
31.2	Certification of Chief Financial Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.	Herewith
32.1	Certification of Chief Executive Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Herewith
32.2	Certification of Chief Financial Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Herewith
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)

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, thereunto duly authorized, on November 4, 2025.

	LINDBLAD EXPEDITIONS HOLDINGS, INC.
	(Registrant)

	By	/s/ Natalya Leahy
		Natalya Leahy
		Chief Executive Officer
		(Principal Executive Officer)

	By	/s/ Frederick Goldberg
		Frederick Goldberg
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

LINDBLAD EXPEDITIONS HOLDINGS, INC. 10-Q