Pursuit Attractions & Hospitality, Inc.

NOTE 1. OVERVIEW AND BASIS OF PRESENTATION

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements (Condensed Consolidated Financial Statements) were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by GAAP or United States Securities and Exchange Commission (“SEC”) rules and regulations for complete financial statements. These financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These Condensed Consolidated Financial Statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026 (the “2025 Form 10-K”).

The Condensed Consolidated Financial Statements include the accounts of Pursuit and all of its majority-owned subsidiaries. We have eliminated all significant intercompany account balances and transactions in consolidation.

Certain prior year amounts have been reclassified in order to conform to current year presentation. The Company’s Condensed Consolidated Statement of Operations for the three months ended March 31, 2025, includes a reclassification of expense of $3.5 million from operating expenses (exclusive of depreciation and amortization shown separately below) to selling, general, and administrative expenses to comparably conform to the Company’s current presentation of costs and expenses.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue, costs, and expenses during the reported period. Estimates and assumptions are used in accounting for, among other things: impairment testing of recorded goodwill, intangible assets, and long-lived assets; allowance for uncollectible accounts receivable; sales reserve allowances; provision for income taxes, including uncertain tax positions; valuation allowances related to deferred tax assets; liabilities for losses related to self-insured liability claims; liabilities for losses related to environmental remediation obligations; pension and postretirement benefit costs and obligations; share-based compensation costs; the discount rates used to value lease obligations; the allocation of purchase price of acquired businesses; and the estimated purchase price of the Flyover Attractions, as defined below, less costs to sell. These estimates are inherently based on judgment and information currently available. Actual results could differ from these and other estimates. The Company believes the assumptions underlying these financial statements are reasonable.

Nature of Business and Recent Developments

We are a global attractions and hospitality company that owns and operates a collection of inspiring and unforgettable travel experiences in iconic destinations. We are managed on a consolidated basis for purposes of assessing performance and making operating decisions. Accordingly, we are deemed to be asingle operating segment.

Flyover Attractions Sale

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

Tabacón Acquisition

On July 1, 2025, Pursuit entered into a Share Purchase Agreement (the “Tabacón Purchase Agreement”) with the shareholders of Inversiones Turísticas Arenal, S.A. (“ITA”), pursuant to which the Company acquired all of the issued and outstanding shares of ITA. ITA is the owner and operator of Tabacón Thermal Resort & Spa (“Tabacón”), an eco-luxury resort spanning 570 acres of rainforest which features two thermal river attractions, located in the Arenal region of Costa Rica. Tabacón features 105 rooms, an internationally renowned spa, and signature culinary experiences. See Note 4 –Acquisitions and Dispositions for additional information. The financial results of Tabacón are consolidated in our financial statements prospectively fromthe date of acquisition.

Impact of Recent Accounting Pronouncements

The following table provides a brief description of recent accounting pronouncements:

Immaterial Correction to Prior Period Financial Statements

During the year ended December 31, 2025, the Company identified a multi-year error in the presentation of the Condensed Consolidated Statements of Comprehensive Loss, which resulted from the inclusion of incorrect amounts of unrealized foreign currency translation adjustments. The error had no impact on any of the other Condensed Consolidated Financial Statements. The Company evaluated the error and concluded it was not material to prior periods, individually or in the aggregate. However, the Company corrected the Condensed Consolidated Statement of Comprehensive Loss for the three months ended March 31, 2025, to conform to the current year presentation. The following table reflects the effects of the correction on all affected line items:

(1) The “as previously reported” amount for “comprehensive loss (income) attributable to non-redeemable noncontrolling interests” is a combination of the amounts previously reported under the financial statement line items for “comprehensive loss attributable to non-redeemable noncontrolling interest” and “unrealized foreign currency translation adjustments.”

NOTE 2. REVENUE AND RELATED CONTRACT LIABILITIES

Contract Liabilities

A contract liability represents an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the customer before transferring control of those goods or services. The Company periodically receives customer deposits prior to transferring the related product(s) or service(s) to the customer, which are recorded as “Contract liabilities” in the Condensed Consolidated Balance Sheets. The contract liabilities are recognized as revenue upon satisfaction of the related contract performance obligation(s). The Company’s performance obligations are short-term in nature. The contract liabilities as of December 31, 2025, will be primarily recognized in revenue during the year ending December 31, 2026.

Disaggregation of Revenue

The following tables disaggregate revenue by major service and product lines, timing of revenue recognition, and geographical regions served for the three months ended March 31, 2026 and 2025:

(1) Tabacón was acquired by Pursuit on July 1, 2025. Accordingly, the revenue of Tabacón is included in the Company’s results of operations prospectively from the date of acquisition.

NOTE 3. SHARE-BASED COMPENSATION

The Company grants share-based compensation awards to its officers, directors, and certain key employees pursuant to the 2017 Pursuit Attractions and Hospitality, Inc. Omnibus Incentive Plan, as amended (the “2017 Plan”). The 2017 Plan has a 10-year term and provides for the following types of awards: (a) incentive and non-qualified stock options; (b) restricted stock awards and restricted stock units; (c) performance units or performance shares; (d) stock appreciation rights; (e) cash-based awards; and (f) certain other stock-based awards.

The following table summarizes share-based compensation expense for the three months ended March 31, 2026 and 2025:

(1)

The income tax benefit amount for all periods primarily reflects the tax benefit associated with Canadian-based employees.

NOTE 4. ACQUISITIONS AND DISPOSITIONS

Flyover Attractions

On January 21, 2026, Pursuit entered into the Flyover Sale Agreement to sell all of its equity in the Flyover Attractions to Brogent for approximately $78.4 million in cash, subject to post-closing adjustments. As of March 31, 2026, the assets and liabilities of the Flyover Attractions are presented as current assets held for sale and current liabilities held for sale on the Company’s Condensed Consolidated Balance Sheet because the Company expects the Flyover Attractions Sale to close within one year. The Flyover Attractions Sale is expected to close in May 2026, subject to regulatory approvals and customary closing conditions.

As of March 31, 2026, the total assets and liabilities of the Flyover Attractions (which, when combined with the related accumulated other comprehensive loss comprise the “Disposal Group”) were recorded at their historical carrying values because the Disposal Group did not exceed the purchase price for the Flyover Attractions less costs to sell. The Company does not report the Flyover Attractions as a discontinued operation. The major classes of assets and liabilities of the Disposal Group at historical carrying values as of March 31, 2026, consisted of the following:

Tabacón Thermal Resort & Spa

On July 1, 2025, the Company entered into the Tabacón Purchase Agreement with the shareholders of ITA, pursuant to which the Company acquired all of the issued and outstanding shares of ITA for an aggregate purchase price of$108.6 million, which is net of customary post-closing adjustments for indebtedness, deferred revenue, working capital, and other specified matters in the Tabacón Purchase Agreement. ITA is the owner and operator of Tabacón, an eco-luxury resort spanning 570 acres of rainforest which features two thermal river attractions, located in the Arenal region of Costa Rica. The Company funded the purchase price primarily with borrowings under the 2025 Revolving Credit Facility (as defined in Note 8–Debt and Finance Lease Obligations).

The following table summarizes thepreliminary allocation of the aggregate purchase price and amounts of assets acquired based upon the estimated fair value at the date of acquisition. The purchase price allocation is not yet final and is subject to change within the measurement period (up to one year from the acquisition date) as the valuation of property and equipment and intangible assets is finalized:

Under the acquisition method of accounting, the cash consideration the Company paid, as shown in the table above, is allocated to the tangible and identifiable intangible assets acquired based on their estimated fair values. The process of estimating the fair value of the property and equipment includes the use of certain estimates and assumptions related to replacement cost and physical condition at the time of acquisition. The excess purchase price over the fair value of net assets acquired was recorded as goodwill. The primary factor that contributed to the purchase price resulting in the recognition of goodwill related to the opportunity for the Company to expand into a new geography with future growth opportunities when combined with other businesses. Additionally, Costa Rica represents an operation which the Company expects will generate revenue more evenly over the course of the calendar year to complement the Company’s existing North American operations. Goodwill is not deductible for tax purposes.

Intangible assets acquired include $4.9 million for the Tabacón trade name, which the Company considers to be an indefinite-lived intangible asset, and $2.2 million for acquired travel agency relationships, which have an amortizable life of 15 years. The financial results of Tabacón are consolidated in the Company’s financial statements prospectively from the date of acquisition on July 1, 2025.

NOTE 5. SUPPLEMENTARY BALANCE SHEET INFORMATION

Cash, cash equivalents and restricted cash balances as presented in the Condensed Consolidated Statements of Cash Flows as of March 31, 2026, December 31, 2025, and March 31, 2025, included:

Other current assetsas of March 31, 2026, December 31, 2025, and March 31, 2025, consisted of the following:

Other current liabilitiesas of March 31, 2026, December 31, 2025, and March 31, 2025, consisted of the following:

Other deferred items and liabilitiesas of March 31, 2026, December 31, 2025, and March 31, 2025, consisted of the following:

NOTE 6. PROPERTY AND EQUIPMENT, NET

Property and equipment, netas of March 31, 2026, December 31, 2025, and March 31, 2025, consisted of the following:

Depreciation expense was$8.6 million and$9.8 million during the three months ended March 31, 2026 and 2025, respectively.

NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

The changes in the goodwill carrying amount during the three months ended March 31, 2026, included:

(1)

Includes foreign currency translation adjustments included in unrealized foreign currency translation adjustments on the Condensed Consolidated Statement of Comprehensive Loss for the three months ended March 31, 2026, associated with the Company’s foreign subsidiary goodwill balances, including the goodwill balances of the Flyover Attractions.

Other intangible assetsas of March 31, 2026, December 31, 2025, and March 31, 2025, consisted of the following:

Intangible asset amortization expense (excluding amortization expense of right-of-use assets) was $0.7 million during the three months ended March 31, 2026 and 2025.

As of March 31, 2026, the estimated future definite-lived intangible asset amortization expense includes:

NOTE 8. DEBT AND FINANCE LEASE OBLIGATIONS

Debt and finance lease obligations as of March 31, 2026, December 31, 2025, and March 31, 2025, consisted of the following:

(1)

Represents the weighted-average interest rate in effect as of the end of the respective periods, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees.

(2)

See Note 13 –Leases and Other for additional information.

(3)

The estimated fair value of total debt and finance lease obligations was $218.9 million,$156.7 million, and$76.7 millionas of March 31, 2026, December 31, 2025, and March 31, 2025, respectively. The fair value of debt was estimated by discounting the future cash flows using rates currently available for debt of similar terms and maturity, which is a Level 2 measurement.

2025 Credit Agreement

The 2025 Credit Agreement carries financial covenants as follows:

•

Maintain a total net leverage ratio no greater than 3.0 to 1.0; and

•

Maintain a fixed-charge coverage ratio no less than 1.25 to 1.0.

As of March 31, 2026, the Company was in compliance with all financial covenants under the 2025 Credit Agreement.

As of March 31, 2026, capacity remaining under the 2025 Revolving Credit Facility was$134.9 million, reflecting the $300.0 million total facility size, less $159.7 million of outstanding borrowings and $5.4 million in outstanding letters of credit.

Jasper Credit Facility

The Jasper Credit Facility provides for a CAD $17.0 million term loan (“Jasper Term Loan”) and a CAD $10.0 million revolving credit facility (“Jasper Revolving Credit Facility”).

The Jasper Credit Facility carries financial covenants as follows:

•

Maintain a pre-compensation fixed-charge coverage ratio of not less than 1.3 to 1.0; and

•

Maintain a post-compensation fixed-charge coverage ratio of not less than 1.1 to 1.0.

As of March 31, 2026, there were no outstanding borrowings, and capacity remaining under the Jasper Revolving Credit Facility was CAD $10.0 million (approximately USD $7.2 million). As of March 31, 2026, the Company was in compliance with all financial covenants under the Jasper Credit Facility.

Forest Park Hotel Renovation Construction Loan

On January 6, 2026, the Company, through its indirect majority-owned subsidiary Sawridge MPL Jasper Limited Partnership, entered into a construction loan facility with ATB Financial, as borrower, for up to CAD $30.0 million(approximately USD $22.0 million)

relatedto the renovation of the Forest Park Hotel’s Woodland Wing in Jasper National Park, for which renovations were ongoing as of March 31, 2026. The construction loan facility requires interest payments at Canadian Prime Rate plus 1.00%. The loan matures in March 2028.

NOTE 9. LOSS PER SHARE

The components of basic and diluted loss per share for the three months ended March 31, 2026 and 2025, are as follows:

The Company excluded the following weighted-average potential common shares from the calculations of dilutednet loss per common share during the applicable periods because their inclusion would have been anti-dilutive:

NOTE 10. ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes inaccumulated other comprehensive loss (“AOCL”) by component for the three months ended March 31, 2026 and 2025, included:

Amounts reclassified from AOCL that relate to our defined benefit pension and other postretirement plans include the amortization of prior service (credits) costs and actuarial net losses (gains) recognized during each period presented. The Company recorded these amounts as components of net periodic cost (gain) for each period presented. See Note 12 –Pension and Postretirement Benefits for additional information.

NOTE 11. INCOME TAXES

The Company’s effective tax rate was 4.7% and 5.6% for the three months ended March 31, 2026 and 2025, respectively.

The income tax provision was computed based on the Company’s estimated annualized effective tax rate and the full-year forecasted income or loss plus the tax impact of unusual, infrequent, or nonrecurring significant items during the period. The amount and change of pre-tax income and loss recognized between jurisdictions impacted the reported effective tax rate for the three months ended March 31, 2026, as the Company does not recognize a tax benefit primarily on losses in the United States where the Company has a valuation allowance, while recognizing tax expense in Canada, Costa Rica, and Iceland.

During the three months ended March 31, 2026, the Company recognized tax expense of $0.9 million due to additional valuation allowance recorded and other tax impacts of the Flyover Attractions Sale.

The Company paid net cash for income taxes of $7.8 million during the three months ended March 31, 2026, of which $7.2 million was paid to Canadian taxing authorities. The Company paid net cash for income taxes of $2.8 million during the three months ended March 31, 2025, of which $2.3 million was paid to Canadian taxing authorities.

NOTE 12. PENSION AND POSTRETIREMENT BENEFITS

The components of net periodic benefit cost (gain) of the Company’s pension and other postretirement benefit plans for the three months ended March 31, 2026 and 2025, consisted of the following:

During the three months ended March 31, 2026, the Company terminated the foreign Retirement Plan for Management Employees of Brewster, Inc. for applicable participants.

NOTE 13. LEASES AND OTHER

The balance sheet presentation of the Company’s operating and finance leases as of March 31, 2026, December 31, 2025, and March 31, 2025, was as follows:

The components of lease expense for the three months ended March 31, 2026 and 2025, consisted of the following:

Other information related to operating and finance leases for the three months ended March 31, 2026 and 2025, consisted of the following:

The weighted-average remaining lease terms and discount rates for operating and finance leases as of March 31, 2026, December 31, 2025, and March 31, 2025, were:

As of March 31, 2026, the estimated future minimum lease payments under non-cancellable leases, excluding variable leases and variable non-lease components, included:

As of March 31, 2026, the estimated future minimum rental income under non-cancellable leases, which includes rental income from facilities that the Company owns, included:

NOTE 14. LITIGATION, CLAIMS, CONTINGENCIES, AND OTHER

Litigation and Regulatory Proceedings

The Company is a plaintiff or defendant in various actions, proceedings, and pending claims, some of which involve, or may involve, compensatory, punitive, or other damages. Litigation is subject to many uncertainties and it is possible that some of the legal actions, proceedings, or claims could be decided against the Company. Although the amount of liability as of March 31, 2026, with respect to unresolved legal matters is not ascertainable, the Company believes that any resulting liability, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on its business, financial position, or results of operations.

On July 18, 2020, one of the Company’s off-road Ice Explorers was involved in an accident while enroute to the Athabasca Glacier, resulting in three fatalities and multiple other serious injuries. The Company immediately reported the accident to its relevant insurance carriers, who have supported the investigation and subsequent claims relating to the accident. In May 2023, the Company resolved charges from the Canadian office of Occupational Health and Safety in relation to this accident, resulting in fines and related payments in an aggregate amount of approximately $0.3 million. The Company continues to manage its legal defense of various claims from the victimsand their families. In addition, the Company believes that its reserves and, subject to customary deductibles, insurance coverage is sufficient to cover potential claims related to this accident.

The Company is subject to various U.S. federal, state, and foreign laws and regulations governing the prevention of pollution and the protection of the environment in the jurisdictions in which it has or had operations. If the Company were to fail to comply with these environmental laws and regulations, civil and criminal penalties could be imposed, and it could become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the case with many companies, the Company also faces exposure to actual or potential claims and lawsuits involving environmental matters relating to its past operations. As of March 31, 2026, the Company had environmental remediation liabilities of $1.1 million related to previously sold operations. Although the Company is a party to certain environmental disputes, it believes that any resulting liab ilities, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on the Company’s financial position or results of operations.

Guarantees

As of March 31, 2026, the Company had certain obligations under guarantees to third parties. These guarantees are not subject to liability recognition in the Condensed Consolidated Financial Statements and relate to leased facilities and equipment leases entered into by the Company’s subsidiary operations. The Company would generally be required to make payments to the respective third parties under these guarantees in the event that the related subsidiary cannot meet its own payment obligations. The maximum potential amount of future payments that would be required under all guarantees existing as of March 31, 2026, would be approximately $39.7 million. These guarantees relate to the Company’s leased equipment and facilities through December 2038. There areno recourse provisions that would enable a recovery from third parties for any payments made under the guarantees. Furthermore, there are no collateral or similar arrangements pursuant to which the Company could recover payments.

NOTE 15. SEGMENT INFORMATION

The Company’s chief operating decision maker (“CODM”) is its President and Chief Executive Officer. An operating segment is defined as a component of an enterprise that engages in business activities for which discrete financial information is available and regularly reviewed by the CODM in deciding how to allocate resources and assess performance. The Company’s CODM manages the business on a consolidated basis for the purposes of allocating resources and assessing performance, and accordingly, the Company has asingle operating and reportable segment. Revenue is derived through the Company’s collection of travel experiences, including attractions and hospitality, along with integrated restaurants, retail, and transportation.

The Company’s CODM assesses performance of its single reportable segment and decides how to allocate resources based on loss from continuing operations, which is reported on the Condensed Consolidated Statements of Operations. The Company’s CODM also uses loss from continuing operations to monitor actual results versus internal forecasts to help assess performance and establish management compensation. The CODM does not use a measure of segment assets to evaluate segment performance or in deciding how to allocate resources.

The financial information, including significant single segment expense categories, regularly provided to the Company’s CODM is included in the following table, including a reconciliation toloss from continuing operations for the three months ended March 31, 2026 and 2025:

(1) Operating labor expenses consist of wages, incentives, benefits, and employer taxes.

(2) Other segment expenses, exclusive of depreciation and amortization, primarily include insurance expense, royalty fees, utilities, operating lease expense, property tax expense, and credit card fees.

NOTE 16. SUBSEQUENT EVENT

Increase in Share Repurchase Authorization

On May 1, 2026, the Company’s Board of Directors approved a $50.0 million increase to the Company’s existing share repurchase authorization, for which $9.6 million was still available to repurchase, which reflects $5.0 million of repurchases that occurred subsequent to March 31, 2026. As a result, $59.6 million is available to repurchase the Company’s common stock as of May 1, 2026. Repurchases may be made from time to time at our discretion through open market purchases, including through Rule 10b5-1 trading plans, or otherwise, as market conditions and business considerations warrant. The Board of Directors’ authorization does not have an expiration date.