LINDBLAD EXPEDITIONS HOLDINGS, INC. 8-K

What Happened

• Lindblad Expeditions Holdings, Inc. announced on January 20, 2026 that it issued a Conversion Notice to holders of its 6.0% Series A Convertible Preferred Stock and will effect a mandatory conversion on February 3, 2026.
• The Mandatory Conversion will convert all 62,000 shares of Preferred Stock into approximately 9.0 million shares of Common Stock. The VWAP trigger ($14.25) was met on January 16, 2026, enabling the Company’s right to convert under the Certificate of Designations. After conversion there will be no Preferred Stock outstanding and no further dividends on the Preferred Stock.

Key Details

• Preferred shares to be converted: 62,000 (6.0% Series A Convertible Preferred Stock).
• Conversion results: ~9.0 million new common shares issued.
• Common shares outstanding: ~55.4 million now; ~64.4 million after conversion (assuming no other issuances).
• Effective date of conversion: February 3, 2026; VWAP threshold ($14.25) satisfied for required period (met Jan 16, 2026).

Why It Matters

• The conversion increases diluted common shares outstanding by roughly 9.0 million, or about a 16% rise in share count (from ~55.4M to ~64.4M), which can dilute existing common shareholders’ ownership percentages and per-share metrics (e.g., EPS).
• Preferred holders will become common shareholders and will no longer accrue dividends on the Preferred Stock, and the company will have no remaining Series A Preferred shares outstanding following the conversion.