LINDBLAD EXPEDITIONS HOLDINGS INC

Notes to the Consolidated Financial Statements

NOTE1 — BUSINESS

Organization

Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries’ (the “Company” or “Lindblad”) mission is offering life-enhancing adventures around the world and pioneering innovative ways to allow its guests to connect with exotic and remote places.

The Company operates the following reportable business segments:

Lindblad Segment. The Lindblad segment currently operates a fleet of 12 owned expedition ships andseven seasonal charter vessels, and primarily provides ship-based expeditions aboard customized, nimble and intimately-scaled vessels that are able to venture where larger cruise ships cannot, thus allowing Lindblad to offer up-close experiences in the planet’s wild and remote places and capitals of culture. 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 an 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 thefive 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 (“Thomson Family Adventures”), Thomson Safaris Ltd (“Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), and the Ngorongoro lodge and farm under the Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”).

Natural Habitat offers over100 different expedition itineraries in more than45 countries spanning allseven 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 over50 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,* 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”), 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, an80*-acre sanctuary and high-end lodge located near the Ngorongoro Crater.

NOTE2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of the Company after elimination of all intercompany accounts and transactions. The consolidated financial statements and accompanying footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”).

Use of Estimates

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities as well as revenues and expenses and related disclosures. Actual results could differ from such estimates. Management estimates include determining the estimated lives of long-lived and intangible assets, the valuation of stock-based compensation awards, future travel certificate breakage, annual goodwill impairment assessment, and the recovery of deferred tax assets. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period that they are determined to be necessary.

Revenue Recognition

Revenues are measured based on consideration specified in the Company’s contracts with guests and are recognized as the related performance obligations are satisfied. The majority of the Company’s revenues are derived from guest ticket contracts which are reported as tour revenues. The Company’s primary performance obligation under these contracts is to provide an expedition, trip or tour, and* may*include pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships or the trip or tour beginning or end point. Upon satisfaction of the Company’s primary performance obligation, revenue is recognized over the duration of each expedition, trip or tour.

Tour revenues also include revenues from the sale of goods and services onboard the Company’s ships, cancellation fees and trip insurance. Revenues from the sale of goods and services rendered onboard are recognized upon purchase. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. The Company records a liability for estimated trip insurance claims based on the Company’s claims history. Proceeds received from trip insurance premiums in excess of this liability are recorded as revenue in the period in which they are received.

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

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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. The Company doesnot consider guest deposits to be a contract liability until the guestno longer has the right, resulting from the passage of time, to cancel their reservation and receive a full refund. In conjunction with the previous suspension or rescheduling of expeditions, guests were previously provided an option of either a refund or future travel certificates, which in some instances the value of the future travel certificate exceeded the original cash deposit. The value of future travel certificates in excess of cash received is being recognized as a discount to tour revenues at the time the related expedition occurs and includes an estimate of breakage based on historical behavior of the customer and/or time to expiration of the certificate. As of* December 31, 2024,the value of future travel certificates nnot* significant. As of* December 31, 2024and2023* the Company has recorded $318.7 million and $252.2 million, related to unearned passenger revenue, respectively.

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

Cost of tours represents the direct costs associated with revenues during expeditions, trips and tours, including costs of pre- or post-expedition excursions, hotel accommodations, land-based expeditions, air and other transportation expenses and costs of goods and services rendered onboard, payroll and related expenses for shipboard, guides and expedition personnel, food costs for guests and crew, fuel and related costs and other expenses such as land costs, port costs, repairs and maintenance, equipment expense, drydock, ship insurance and charter hire expenses.

General and Administrative Expense

General and administrative expenses represent the costs of the Company’s administrative functions, and includes salaries and related benefits, professional fees and occupancy costs, shore-side vessel support, credit card commissions, and reservations functions.

Selling and Marketing Expense

Selling and marketing expenses include commissions, royalties and a broad range of advertising and marketing expenses. These include advertising costs of direct mail, email, digital media, traditional media, travel agencies and brand websites, as well as costs associated with website development and maintenance, social media and corporate sponsorship costs. Advertising is charged to expense as incurred. Advertising expenses totaled $39.4 million, $33.2 million and $31.6 million for the years ended* December 31, 2024,2023 and2022, respectively. The largest component of advertising expense for each of the years ended December 31, 2024,*2023 and2022 was online advertising, which totaled $19.9 million, $17.3 million and $14.7 million, respectively.

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Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original maturity ofthree months or less, as well as deposits in financial institutions, to be cash and cash equivalents. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows:

Concentration of Currency Risk

The Company maintains cash in several financial institutions in the U.S. and other countries which, at times,* mayexceed the federally insured limits. Accounts held in the U.S. are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. As of December 31, 2024and2023,* the Company’s cash held in financial institutions outside of the U.S. amounted to $7.4 million and $5.8 million, respectively.

Restricted Cash

The amounts held in restricted cash represent principally funds required to be held by certain vendors and regulatory agencies and are classified as restricted cash since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies. These amounts are principally held in certificates of deposit and interest income is recognized when earned.

In order to operate guest tour expedition vessels from U.S. ports, the Company is required to either post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional10% in restricted accounts, up to a maximum of $32 million. To satisfy this requirement, the Company entered into an agreement with a financial institution to escrow the required amounts.

Restricted cash consist of the following:

Prepaid Expenses and Other Current Assets

The Company records prepaid expenses and other current assets at cost and expenses them in the period the services are provided or the goods are delivered. Marine operating supplies and*** *inventories are included in prepaid expenses and other current assets and consist primarily of fuel, provisions, gift shop merchandise and other items for resale, other supplies used in the operation of marine expeditions. Fuel, provisions and other supplies are recorded at cost while items for sale are stated at the lower of cost or net realizable value and their cost is determined using thefirst-in,first-out method. The Company’s prepaid expenses and other current assets consist of the following:

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Property and Equipment, net

Property and equipment is recorded at cost, and the cost of improvements that extend the useful life of property and equipment is capitalized when incurred. These capitalized costs* may*include structural costs, equipment, fixtures, floor, and wall coverings. Prop erty and equipment, net is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, as follows:

The ship-based tour and expedition industry is very capital intensive. As of* December 31, 2024,the Company owned and operatedten expedition vessels, and acquiredtwo additional vessels during January 2025.*The Company has a capital program for the improvement of its vessels and for asset replacements in order to enhance the effectiveness and efficiency of its operations; comply with, or exceed, all relevant legal and statutory requirements related to health, environment, safety, security and sustainability; and gain strategic benefits or provide newer improved product innovations to its guests.

Vessel improvement costs that add value to the Company’s vessels, such as those discussed above, are capitalized and depreciated over the shorter of the improvements, or the vessel’s estimated remaining useful life, while costs of repairs and maintenance, including minor improvement costs and drydock expenses, are charged to expense as incurred and included in cost of tours. Drydock costs primarily represent planned maintenance activities that are incurred when a vessel is taken out of service. For U.S. flagged ships, the statutory requirement traditionally is an annual docking and U.S. Coast Guard inspections, normally conducted in drydock. Internationally flagged ships have scheduled dockings approximately every12 months, for a period of up tothree tosix weeks.

Goodwill

The Company tests for impairment annually as of* September 30,or more frequently if warranted. The Company assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely thannot* that the estimated fair value of goodwill is less than its carrying amount. The Company completed the annual impairment test as of* September 30, 2024,notingno* indication of goodwill impairment. See Note5—Goodwill and Intangible Assets for further details on the Company’s goodwill.

Intangible Assets, net

Intangible assets include tradenames, customer lists and operating rights. Tradenames are words, symbols, or other devices used in trade or business to indicate the source of products and to distinguish it from other products and are registered with government agencies and are protected legally by continuous use in commerce. Customer lists are established relationships with existing customers that resulted in repeat purchases and customer loyalty. Based on the Company’s analysis, amortization of the tradenames and customer lists were computed using the estimated useful lives of 15 and 5 years, respectively. See Note5—Goodwill and Intangible Assets for further information on the Company’s intangible assets.

The Company operatestwo vessels year-round in the Galápagos National Park in Ecuador, theNational Geographic Endeavour II with96 berths and theNational Geographic Islander II with48 berths. In order to operate these vessels within the park, the Company is required to have in its possession cupos (licenses) sufficient to cover the total available berths on each vessel. The cupos expire in2042, and have a renewable 20-year term, subject to early termination by the Ecuadorean Province of Galápagos government for non-compliance with the terms of the contract and applicable law regulations.

Upon the occurrence of a triggering event, any event or circumstance that indicates that the fair value or the Company’s intangible assets might be below its carrying amount, the assessment of possible impairment of the Company’s intangible assets will be based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess, if any, of the asset’s carrying value over its estimated fair value. If a quantitative assessment is needed, judgement is required in estimating the future cash flows and fair values of its tradenames, customer lists and operating rights. As of and for the year ended* December 31, 2024and2023* the Company determined that there wereno triggering events regarding its intangible assets.

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Long-Lived Asset Impairment Assessment

The Company reviews its long-lived assets, principally its vessels, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets* maynot be fully recoverable. Upon the occurrence of a triggering event, the assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess of the asset’s carrying value over its estimated fair value. If a quantitative assessment is needed, judgment is required in estimating the future cash flows and fair values of its vessels. As of and for the years December 31, 2024and2023,* the Company determined that there wereno triggering events regarding its long-lived assets.

Accounts Payable and Accrued Expenses

The Company records accounts payable and accrued expenses for the cost of such items when the service is provided or when the related product is delivered.

Leases

The Company leases office and warehousing space with lease terms ranging fromone toten years, computer hardware and software and office equipment with lease terms ranging from three tosix years and land for safari base camps with terms ranging from 12 to 95 years.

At the inception of a lease, the Company recognizes right-of-use lease assets and related lease liabilities measured as the present value of future lease payments. The Company’s right-of-use lease assets are recorded in other long-term assets and the Company’s long-term lease liabilities are recorded in other long-term liabilities. Lease expense is recognized on a straight-line basis over the term of the lease. The Company reviewed its contracts with vendors, determining that its right-to-use lease assets consisted primarily of office space and land operating leases. In determining the right-to-use lease assets and related lease liabilities, the Company didnot recognize any lease extension options and elected to exclude leases with terms of12-months or less. Short-term leases are accounted for monthly over the lease term.

Fair Value Measurements

Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. Athree-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

Level3 financial liabilities consist of obligations for which there isno current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

The asset’s or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement.

Derivative Instruments and Hedging Activities

As of* December 31, 2024,the Company didnot* have any material derivative instruments.

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Currency Risk. The Company uses currency exchange contracts to manage its exposure to changes in currency exchange rates associated with certain of its non-U.S. dollar denominated receivables and payables. The Company primarily hedges a portion of its current-year currency exposure to several currencies, which normally include, but arenot limited to, the Canadian and New Zealand dollars, the euro and the British pound sterling. The fluctuations in the value of these forward contracts largely offset the impact of changes in the value of the underlying risk they economically hedge. The Company also uses foreign exchange forward contracts, designated as cash flow hedges, from time-to-time as necessary, to manage its exposure to foreign denominated contracts.

By entering into derivative instrument contracts, the Company exposes itself, from time to time, to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to the Company, which creates credit risk for the Company. The Company continues to monitor counterparty credit risk as part of its ongoing derivative assessments.

The Company’s derivative assets and liabilities consist principally of currency exchange contracts, which are carried at fair value based on significant observable inputs (Level2 inputs). Derivatives entered into by the Company are typically executed over-the-counter and are valued using quoted market prices for similar assets or liabilities when available or internal valuation techniques, when quoted market prices arenot readily available. The valuation technique and inputs depend on the type of derivative and the nature of the underlying exposure. The Company principally uses discounted cash flows along with fair value models that primarily use market observable inputs. These models take into account a variety of factors including, where applicable, maturity, currency exchange rates, interest rate yield curves and counterparty credit risks.

The Company records derivatives on a gross basis in other long-term assets and/or other liabilities. The accounting for changes in value of the derivative depends on whether ornot the transaction has been designated and qualifies for hedge accounting. Derivatives that arenot designated for hedge accounting are measured and reported at fair value through earnings.

The Company, from time-to-time, applies hedge accounting to foreign exchange rate and interest rate derivatives entered into for risk management purposes. To qualify for hedge accounting, a derivative must be highly effective at reducing the risk associated with the exposure being hedged. In addition, key aspects of achieving hedge accounting are documentation of hedging strategy and hedge effectiveness at the hedge inception and substantiating hedge effectiveness on an ongoing basis. A derivative must be highly effective in accomplishing the hedge objective of offsetting changes in the cash flows of the hedged item for the risk being hedged. The effective portion of changes in the fair value of derivatives designated in a hedge relationship and that qualify as cash flow hedges is recorded in accumulated other comprehensive income, net of tax, and is subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific assets and liabilities on the balance sheet or to specific forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items.

Income Taxes

The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. The Company accounts for income taxes using the asset and liability method, under which it recognizes deferred income taxes for the tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as well as for tax loss carryforwards and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The Company provides a valuation allowance against deferred tax assets if, based upon the weight of available evidence, the Company doesnot believe it is “more-likely-than-not” that some or all of the deferred tax assets will be realized. The Company will continue to evaluate the deferred tax asset valuation allowance balances in all of its foreign and U.S. companies to determine the appropriate level of valuation allowances.

The Company regularly assesses the potential outcome of current and future examinations in each of the taxing jurisdictions when determining the adequacy of the provision for income taxes. The Company has only recorded financial statement benefits for tax positions which it believes are “more-likely-than-not” to be sustained.

The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. Currently, there areno U.S. federal, state or foreign jurisdiction tax audits pending. The Company’s corporate U.S. federal and state tax returns for the current year andfour prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year andfive prior years remain subject to examination by tax authorities.

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Other Long-Term Assets

Other long-term assets include the Company’s right-to-use lease assets, deferred tax assets and long-term prepaid value-added taxes. The Company expects to earn tax credits over time that will reduce the value-added taxes and has applied for such tax credits with the Ecuadorian tax authorities.

Deferred Financing Costs

Deferred financing costs relate to the issuance costs of debt liabilities and are a direct deduction from the debt carrying amount. Deferred financing costs are amortized over the life of the debt or loan agreement through interest expense, net. See Note6—Long-term Debt.

Foreign Currency Translation

The Company’s reporting currency is the U.S. dollar. The functional currencies of the Company’s operating entities are the U.S. dollar and Tanzanian shilling, and the remeasurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses. Adjustments resulting from translating the foreign currency into U.S. dollars are recorded in other comprehensive income.

Stock-Based Compensation

Stock-based compensation awards issued to employees, non-employee directors or other service providers are recorded at their fair value on the date of grant and amortized over the service period of the award. The Company recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the equity instrument issued, within general and administrative expenses.

Series A Redeemable Convertible Preferred Stock

The Company’s Series A redeemable convertible preferred stock (“Preferred Stock”) is accounted for as a temporary equity instrument. The redemption or conversion of the Preferred Stock into shares of the Company’s common stock isnot solely controlled by the Company. At thesix-year anniversary of the issuance, the holders have the right to require the Company to repurchase their Preferred Stock. The Preferred Stock is convertible into the Company’s common stock (i) any time at the holder’s election, (ii) at thesix-year anniversary of the issuance of those sharesnot redeemed at the request of the holder, or (iii) by the Company under certain circumstances. See Note12—Stockholders’ Equity.

Recently Adopted Accounting Pronouncements

During* November 2023,Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2023-07 ―Segment Reporting (Topic280) — Improvements to Reportable Segment Disclosures*. The amendments in this ASU are intended to improve and enhance disclosures about reportable segments’ significant segment expenses. ASU2023-07 is effective for fiscal years beginning after* December 15, 2023and interim periods beginning after December 15, 2024.The Company adopted this guidance January 1, 2024for its annual reporting, as required, and for its interim reporting will adopt January 1, 2025,as required. These amendments require the Company to disclose, among others, the name of its Chief Operating Decision Maker (“CODM”) and significant segment expenses that are regularly provided to the CODM and are included within each reported measure of segment operating results. See Note14—Segment* Information for disclosures related to ASU2023-07.

Recent Accounting Pronouncements

During* December 2023,FASB issued ASU2023*-09 ―Income Taxes (Topic740*)–Improvements to Income Tax Disclosures. The amendments in this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures. ASU2023*-09 is effective for fiscal years beginning after* December 15, 2024.The Company will adopt this guidance January 1, 2025*for its annual reporting, as required. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

F-16

During* November 2024,FASB issued ASU2024*-03 ―Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220*-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* maybe 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. ASU2024*-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 is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

NOTE3 — EARNINGS PER SHARE

Earnings per common share is computed using thetwo-class method related to its Preferred Stock. Under thetwo-class method, undistributed earnings available to stockholders for the period are allocated on a pro rata basis to the common stockholders and to the holders of convertible preferred shares based on the weighted average number of common shares outstanding and number of shares that could be issued upon conversion of the Preferred Stock. 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, 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 years ended* December 31, 2024,2023 and2022, the Company incurred a net loss from operations, therefore potential common shares were excluded from the diluted earnings per share calculation. For the year ended December 31, 2024,0.8 million restricted shares,2.4 million options and 8.4 million common shares issuable upon the conversion of the Preferred Stock were excluded. For the year ended December 31, 2023,0.8 million restricted shares,0.2 million options and 8.0 million common shares issuable upon the conversion of the Preferred Stock were excluded. For the year ended December 31, 2022,*0.7 million restricted shares,1.5 million options and 7.4 million common shares issuable upon the conversion of the Preferred Stock were excluded.

For the years ended* December 31, 2024,*2023 and2022, the Company calculated earnings per share as follows:

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NOTE4 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net are as follows:

Total depreciation expense of the Company’s property and equipment for the years ended* December 31, 2024,*2023 and2022 was $50.5 million, $44.9 million and $41.0 million, respectively.

For the year ended* December 31, 2024,the Company had $33.5 million in capital expenditures, which primarily includes vessel improvement projects. For the year ended December 31, 2023,*the Company had $30.0 million in capital expenditures, which primarily includes vessel improvement projects and digital investments.

NOTE5 — GOODWILL AND INTANGIBLE ASSETS

The Company's goodwill relates to the acquisition of its Land Experiences Segment subsidiaries, see Note9—Acquisitions. The following is a rollforward of the Company’s goodwill:

The Company’s intangible assets consist of finite lived assets related to the acquisition of its Land Experiences Segment subsidiaries and the value of its cupos operating rights. Total amortization expense for the years ended* December 31, 2024,*2023 and2022, was $2.1 million, $1.8 million and $2.0 million, respectively.

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The carrying amounts and accumulated amortization of intangibles, net are as follows:

Future expected amortization expense related to these intangibles are as follows:

NOTE6 — LONG-TERM DEBT

6.75% Notes

On* February 4, 2022,the Company issued $360.0 million aggregate principal amount of 6.75% senior secured notes due2027* (the*“6.75%* Notes”) in a private offering. The6.75% Notes bear interest at a rate of6.75% per year, accruing from* February 4, 2022,and interest on the6.75%* Notes is payable semiannually in arrears on* February 15and August 15of each year. The6.75%* Notes will mature on* February 15, 2027,subject to earlier repurchase or redemption. The Company used the net proceeds from the offering to prepay in full all outstanding borrowings under its prior credit agreement, including the term facility, Main Street Expanded Loan Facility, and former revolving credit facility, pay any related premiums and terminate in full its prior credit agreement and the commitments thereunder. The Company incurred $10.9 million in financing fees related to the6.75%* Notes, recorded as deferred financing costs as part of long-term debt. The6.75% Notes are senior secured obligations of the Company and are guaranteed on a senior secured basis by the Company and certain of the Company’s subsidiaries (collectively, the “Guarantors”) and secured byfirst-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors. The6.75% Notes* may*be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any.

Revolving Credit Facility

On* February 4, 2022,the Company entered into a senior secured revolving credit facility (the “Revolving Credit Facility”), which provides for an aggregate principal amount of commitments of $45.0 million, maturing February 2027,including a letter of credit sub-facility in an aggregate principal amount of up to $5.0 million. The obligations under the Revolving Credit Facility are guaranteed by the Company and the Guarantors and are secured byfirst*-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 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* December 31, 2024,the Company hadno* borrowings under its Revolving Credit Facility.

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9.00% Notes

On* May 2, 2023,the Company issued $275.0 million aggregate principal amount of 9.00% senior secured notes due2028* (the*“9.00%* Notes”) in a private offering. The9.00% Notes bear interest at a rate of9.00% per year, and interest is payable semiannually in arrears on* May 15and November 15of each year. The9.00%* Notes will mature on* May**15,* 2028, subject to earlier repurchase or redemption. The Company used the net proceeds from the offering to prepay in full all outstanding borrowings under its prior senior secured credit agreements, to pay any related premiums and to terminate in full its prior senior secured credit agreements and the commitments thereunder. The9.00% Notes are senior unsecured obligations of the Company and are guaranteed (i) on a senior secured basis by certain of the Company’s subsidiaries (collectively, the “Secured Guarantors”) and secured by afirst-priority lien, subject to permitted liens and certain exceptions, on the equity and substantially all the assets of the Secured Guarantors, and (ii) on a senior unsecured basis by certain other subsidiaries of the Company. The9.00% Notes* may*be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any.

Covenants

The6.75% Notes,9.00% Notes and Revolving Credit Facility contain covenants that, among other things, restrict the Company’s ability and the ability of its 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 the6.75% Notes,9.00% Notes and Revolving Credit Facility. As of* December 31, 2024,*the Company was in compliance with the covenants currently in effect.

Other

The Company’s DuVine subsidiary has a EUR 0.1 million State Assistance Loan related to the financial consequences of the COVID-19 pandemic, for the purpose of employment preservation. This loan matures* August 2025,*with monthly payments, and bears an annual interest rate of 0.53%.

Long-Term Debt Outstanding

As of* December 31, 2024and2023,* long-term debt and other borrowing arrangements consisted of:

Future minimum principal payments of long-term debt are as follows:

F-20

For the years ended* December 31, 2023and2022,* the Company recorded deferred financing costs of $7.5 million and $10.9 million, respectively, in long-term debt, amortizing the costs over the term of the financing using the straight-line method. For the years ended* December 31, 2024,*2023 and2022, deferred financing costs charged to interest expense were $3.7 million, $3.4 million and $2.7 million, respectively.

In2023, the Company repaid its prior senior secured credit agreements (the “First Export Credit Agreement” and the “Second Export Credit Agreement”), with the proceeds of the9.00% Notes and $3.9 million of related deferred financing costs were written-off to other expense.

In2022, the Company repaid its prior credit agreement, including the term facility, Main Street Loan and revolving credit facility, with the proceeds from its6.75% Notes, and $9.0 million of related deferred financing costs were written-off to other expense.

Letters of Credit

As of* December 31, 2024and2023,* the Company had $1.2 million in letters of credit outstanding with financial institutions. The annual fee for letters of credit is 1.0% of the outstanding balance. The letters of credit are secured by a certificate of deposit maintained at the financial institutions and that mature in* November 2025.See Note10—Commitments* and Contingencies for more information.

NOTE7 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses and unearned passenger revenue approximate fair value, due to the short-term nature of these instruments. As of* December 31, 2024and2023,* other than derivative instruments andinvestments in securities, the Company hadno other assets or liabilities that were measured at fair value on a recurring basis. The Company estimates the fair value of its long-term debt to be $644.3 million as of* December 31, 2024,*based on the terms of the agreements and comparable market data.

NOTE8 — INCOME TAXES

The Company provides for income taxes based on the Federal and state statutory rates on taxable income. U.S. and foreign components of income before incomes taxes are presented below:

The income tax expense (benefit) is comprised of the following:

F-21

A reconciliation of the U.S. federal statutory income tax (benefit) expense to the Company’s effective income tax provision is as follows:

The Company, through its subsidiaries and affiliated entities in the U.S., the Cayman Islands, Ecuador and Tanzania are subject to US Federal, US state, Ecuadorian Federal and Tanzanian Federal income taxes. The Cayman Islands donot impose federal or local income taxes. The movement in the effective tax rate related to the foreign tax rate differential is driven by a change in the jurisdictional mix of the foreign earnings and smaller consolidated pre-tax losses in2024.

Deferred tax (liabilities) assets, net, are comprised of the following:

Deferred tax assets and liabilities are recorded on the consolidated balance sheet based on tax jurisdictions. For the years ended* December 31, 2024and2023,* the Company has recorded deferred tax assets of $0.9 million and $1.6 million, respectively, within other long-term assets, and for the years ended* December 31, 2024and2023,* a deferred tax liability of $3.5 million and $2.1 million, respectively.

The Company recognizes valuation allowances to reduce deferred tax assets to the amount that is more likely thannot to be realized. In assessing the likelihood of realization, management considers: (i) future reversals of existing taxable temporary differences; (ii) future taxable income exclusive of reversing temporary differences and carryforwards; (iii) taxable income in prior carryback year(s) if carryback is permitted under applicable tax law; and (iv) tax planning strategies.

The Company has deferred tax assets related to U.S. federal loss carryforwards of $81.2 million as of* December 31, 2024,with an indefinite carryforward period. The timing and manner in which the Company will utilize the net operating loss carryforwards in any year, or in total, may*be limited in the future as a result of changes in the Company’s ownership and any limitations imposed by the jurisdictions in which the Company operates.

As a result of the transition to the territorial tax regime effectuated by the Tax Cuts and Jobs Act enacted in2017, any potential dividends from the Company’s foreign subsidiaries wouldno longer be subject to Federal tax in the United States. The Company continue to assert its prior position regarding the repatriation of historical foreign earnings from its Ecuadorian subsidiaries. The Company currently hasno intention to remit any additional undistributed earnings of its Ecuadorian subsidiaries in a taxable manner. The Companyno longer remains permanently reinvested in the earnings of its Cayman subsidiary.No taxes have been accrued as a result of this change becauseno taxes are expected to be imposed by either the United States or the Cayman Islands upon such a remittance.

F-22

The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. The Company establishes liabilities for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes* may*be due. These liabilities are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts these liabilities in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of changes to these liabilities.

As of* December 31, 2024and2023,* the Company hadno unrecognized tax positions. As of* December 31, 2022,the Company had $1.4 million of unrecognized tax benefits. The Company has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as a component of income tax expense. For the years ended December 31, 2024,*2023 and2022, interest and penalties included in income tax expense related to unrecognized tax benefits and/or uncertain tax positions were insignificant.

The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. Currently, there areno U.S. federal, state or foreign jurisdiction tax audits pending. The Company’s corporate U.S. federal and state tax returns for the current year and thefour prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and thefive prior years remain subject to examination by tax authorities.

NOTE9 — ACQUISITION

On* July 31, 2024,the Company, through its land-based subsidiary Natural Habitat, acquired the Thomson Group to further expand its land-based experiential travel offerings and increase its addressable market. Thomson Group consists ofthree adventure travel brands, including Tanzania safari specialists Thomson Safaris, with more than40* years of experience in the country, Gibb’s Farm lodge, an80-acre sanctuary for the senses located near the Ngorongoro Crater, the operator of Kilimanjaro treks Nature Discovery, which has more than30 years of experience, and Thomson Safaris Limited. 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 under purchase accounting and is 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. The fair value of the tradename assets was sensitive to judgment in the selection of appropriate royalty rate, discount rates and forecasts of the amount and timing of expected future cash flows. The forecast assumption is forward-looking and could be affected by future economic and market conditions.

Following are pro forma revenue and net loss available to stockholders for the years ended* December 31, 2024and2023,* assuming the Company had completed the acquisition on* January 1, 2023:*

**NOTE10 **—COMMITMENTS AND CONTINGENCIES

Redeemable Non-Controlling Interest Contingent Arrangements

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 agreements were established to provide formal exit opportunities for the minority interest holders and a path to100% ownership for the Company. The put options, under certain conditions, enable the minority holders, but donot obligate them, to sell the remaining interests to the Company. The Company has call options which enable it, but doesnot obligate it, to acquire the remaining interests in the subsidiaries, subject to certain dates, expirations and similar redemption value purchase measurements as the put options.

F-23

Mr. Bressler, founder of Natural Habitat, retains a 9.9% noncontrolling interest in Natural Habitat, which is subject to a put/call arrangement, amended* May 2020and December 2022.Mr. Bressler exercised afirst* put option in* April 2024,that enabled him to sell 9.95% interest in Natural Habitat to the Company, valued as of December 31, 2023,for $15.2 million, increasing the Company’s ownership of Natural Habitat to 90.1%. Mr. Bressler has asecond* put option that under certain conditions, and subject to providing notice by* January 31, 2026,that enables him, but doesnot* obligate him, to sell his remaining interest in Natural Habitat to the Company, valued as of* December 31, 2025.The Company has a call option, butnot* an obligation, with an expiration of* March 31, 2029,*under which it can acquire Mr. Bressler’s remaining interest at a similar fair value measure as Mr. Bressler’s put option, subject to a call purchase price minimum.

Mr. Lawrence, President of Off the Beaten Path, through a combination of his original minority interest and the profit interest units he received, retains a 19.9% noncontrolling interest in Off the Beaten Path, which is subject to a put/call arrangement. Mr. Lawrence has a put option, that under certain conditions and subject to providing notice by* October 31, 2025,that enables him, but doesnot* obligate him, to sell his remaining interest in Off the Beaten Path to the Company, valued as of* December 31, 2025.The Company has a call option, butnot* an obligation, on or after* October 31, 2025,with an expiration of December 31, 2030,*under which it can acquire Mr. Lawrence’s remaining interest at a similar fair value measure as Mr. Lawrence’s put option.

Mr. Levine, founder of DuVine, retains a 25% noncontrolling interest in DuVine, which is subject to a put/call arrangement. During* April 2024,the Company exercised a portion of its call option on DuVine, acquiring an additional 5% of the business and increasing its total ownership of DuVine to 75%, for $1.5 million. Mr. Levine has a put option, that under certain conditions and subject to providing notice by January 31, 2026,that enables him, but doesnot* obligate him, to sell his remaining interest in DuVine to the Company, valued as of* December 31, 2025.The Company has afirst* call option, expiring* December 31, 2025,to acquire an additional 10% of DuVine from Mr. Levine, and asecond* call option, butnot an obligation, on or after* December 31, 2025,with an expiration of December 31, 2030,*under which it can acquire Mr. Levine’s remaining interest at a similar fair value measure as Mr. Levine’s put option, subject to a call purchase price minimum.

Mr. and Mrs. Piegza, founders of Classic Journeys, retain a 19.9% noncontrolling interest in Classic Journeys, which is subject to a put/call arrangement. Mr. and Mrs. Piegza have a put option that under certain conditions, and subject to providing notice by* November 13, 2026,that enables them, but doesnot* obligate them, to sell their remaining interest in Classic Journeys to the Company, valued as of the fiscal quarter prior to the put notice. The Company has a call option, butnot an obligation, under which it can acquire Mr. and Mrs. Piegza’s remaining interest at a similar fair value measure as Mr. and Mrs. Piegza’s put option.

Since the redemption of these noncontrolling interests isnot 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, as such solely due to the passage of time, the redeemable noncontrollable interest should be adjusted to the redemption value viaone oftwo measurement methods. The Company elected the income classification-excess adjustment and accretion method 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 fair value of the noncontrolling interest, are classified to retained earnings. Adjustments in excess of the fair value of the noncontrolling interest, are treated as a decrease to net income available to common stockholders. The fair value of the put options was determined using a discounted cash flow model. The redemption values were adjusted to their present values using the Company’s weighted average cost of capital.

The following is a rollforward of the redeemable noncontrolling interest:

F- 24

Lease Commitments

The Company leases office space, land for safari base camps and equipment under long-term leases, which are classified as operating leases. As of* December 31, 2024,the Company’s remaining weighted average operating lease terms were approximately 18.7 years. A reconciliation of operating lease payments undiscounted cash flows to lease liabilities recognized as of December 31, 2024*is as follows:

Lease expense was $2.6 million, $2.7 million and $2.3 million for the years ended* December 31, 2024,*2023 and2022, respectively. These amounts are recorded within general and administrative expenses.

Brand License Agreement–*** National Geographic***

The Company is party to a brand license agreement with National Geographic through2040**, which includes a co-selling and co-marketing arrangement through which National Geographic promotes the Company’s offerings in its marketing campaigns across web-based, email, print and other marketing platforms and distributes the Company’s expeditions through the Disney Signature Experiences platform and also allows the Company to use the National Geographic name and logo. In return for these rights, the Company is charged a royalty fee, which is included within selling and marketing expense. The fee is calculated based upon a percentage of substantially all ticket revenues, less travel agent commission, including the revenues received from cancellation fees and any revenues received from the sale of pre- and post-expedition extensions. Beginning in2026, the agreement has minimum royalties that increase annually through the end of the agreement term, which based on current performance are expected to be exceeded. In2023 and2022, the Company operated under its former alliance and license agreement with National Geographic, where National Geographic sold the Company’s expeditions through its internal travel division in return for a commission fee and also allowed the Company to use the National Geographic name and logo in return for a royalty fee. Both the commission and royalty fees were recorded within selling and marketing expense.

Charter Commitments

From time to time, the Company enters into agreements to charter vessels onto which it holds its tours and expeditions, and withthird parties to provide chartered air service for guests and crew on certain of its expeditions.

Future minimum payments on its charter agreements are as follows:

Other Commitments

The Company had an agreement for the acquisition of Torcatt Enterprises Limitada, a holding company that operatestwo vessels in the Galápagos Islands, for $17.0 million. The acquisition closed on* January 9, 2025**.*

The Company participates, with other tour operators, in the Consumer Protection Insurance Plan sponsored by the United States Tour Operators Association (“USTOA”). The USTOA requires a $1.0 million performance bond, letter of credit or assigned certificate of deposit from its members to insure this plan. The Company has assigned a$1.0 million letter of credit to the USTOA to satisfy this requirement. This letter of credit will be used only if the Company becomes insolvent and cannot refund its customers’ deposits.

F-25

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. In the opinion of management, after consulting legal counsel, there areno outstanding proceedings that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

NOTE11 — EMPLOYEE BENEFIT PLAN

The Company has a401(k)-profit sharing plan and trust for its employees. The Company matched 30% in2024, 2023 and2022, respectively, of employee contributions up to a per employee annual maximum of $2,400 for2024, 2023 and2022. The Company’s401(k) plan contributions amounted to $0.9 million, $0.7 million and $0.6 million for the years ended* December 31, 2024,*2023 and2022, respectively, and are recorded within general and administrative expenses.

NOTE12 — STOCKHOLDERS’** EQUITY**

Company Stock

The Company has 1,000,000 shares of preferred stock authorized, $0.0001 par value and 200,000,000 shares of common stock authorized, $0.0001 par value.

Preferred Stock

On* August 31, 2020,the Company issued and sold 85,000 shares of Series A Redeemable Convertible Preferred Stock, par value of $0.0001, (“Preferred Stock”) for $1,000 per share for gross proceeds of $85.0 million. As of December 31, 2024,62,000 shares of Preferred Stock are outstanding. 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 thefirst* two years, the dividends were required to be paid-in-kind. After thesecond anniversary of the issuance date, the dividends* maybe paid-in-kind or be paid in cash at the Company’s option. During2024,* the Company has continued to pay dividends in-kind. 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 Company* may,at its option, convert all, butnot* less than all, of the Preferred Stock into common stock if the closing price of shares of common stock is at least150% of the conversion price for20 out of30 consecutive trading days. The number of shares of common stock received in such conversion shall be equal to the quotient obtained by dividing the then-current accrued value by the conversion price. At thesix-year anniversary of the closing date, each investor has the right to require the Company to repurchase their Preferred Stock and any Preferred Stocknot requested to be repurchased shall be converted into common shares of the Company equal to the quotient obtained by dividing the then-current accrued value by the conversion price. The Preferred Stock deferred issuance costs was $2.1 million as of* December 31, 2024.*

During the year ended* December 31, 2022,18,000 shares of Preferred Stock and related accumulated dividends were converted by the holders into 2,109,561 shares of the Company’s common stock. No shares of Preferred Stock were converted into shares during the years ended December 31, 2024and2023.*

For the years ended* December 31, 2024,2023 and2022, the Company recorded $4.6 million, $4.4 million and $4.6 million, respectively, in accrued dividends for Preferred Stock. As of December 31, 2024,*the Preferred Stock could be converted at the option of the holders into 8.4 million shares of the Company’s common stock.

Stock Repurchase Plan

In2016, the Company’s Board of Directors approved a $15.0 million increase to the Company’s existing stock and warrant repurchase plan (“Repurchase Plan”), to $35.0 million. This Repurchase Plan authorizes the Company to purchase from time to time the Company’s outstanding common stock and previously outstanding warrants. Any shares purchased are retired. The Repurchase Plan hasno time deadline and will continue until otherwise modified or terminated at the sole discretion of the Company’s Board of Directors. The repurchases exclude shares repurchased to settle statutory employee tax withholding related to the vesting of stock awards. Since the Repurchase Plan inception, the Company has cumulatively repurchased 875,218 shares of common stock for $8.3 million and 6,011,926 warrants for $14.7 million, as of* December 31, 2024.All repurchases were made using cash resources. The balance available for the Repurchase Plan as of December 31, 2024*was $12.0 million.

NOTE13** — STOCK-BASED COMPENSATION**

During2021, the Company’s compensation committee approved the2021 Long-Term Incentive Plan, which supersedes the2015 Long-Term Incentive Plan, and authorizes restricted time and performance awards and stock options to key employees. The Company's stock-based compensation program is a long-term retention program that provides for the grant of options, restricted stock, restricted stock units (“RSUs”), performance-based restricted stock or units (“PSUs”) and/or market stock units (“MSUs”) to attract, retain and provide incentives for directors, officers and employees. The maximum number of shares reserved for the grant of awards under the plan is 4.7 million, with approximately 1.5 million shares available as of* December 31, 2024.*The Company settles stock-based awards with newly issued shares.

Restricted Stock and Restricted Stock Units

Restricted stock is shares of stock granted to an employee, non-employee director or other service providers for which sale is prohibited for a specified period of time. Restricted stock typically vests ratably over aone orthree-year period following the date of grant. RSUs represent a promise to deliver shares to the employee, non-employee director or other service providers at a future date if certain vesting conditions are met. RSUs typically vest ratably over athree-year period following the date of grant. The Company doesnot deliver the shares associated with the RSUs to the employee, non-employee director or other service providers until the vesting conditions are met. The number of shares or units granted are determined based upon the closing price of the Company's common stock on the date of the award.

Market Stock Units

MSUs represent a promise to deliver shares to the employee, non-employee director or other service providers at a future date if certain performance and vesting conditions are met. The MSUs are market-based equity incentive awards based on a performance-multiplier of change in the stock price of the Company’s common stock between the grant date and a determined closing price. Each MSU represents the right to receiveone share of Company stock multiplied by a performance multiplier or, at the option of the Company, an amount of cash. The number of shares that will eventually be earned and vest* maybe more or less than the number of MSUs that are awarded, depending on the Company’s common stock price. Awards, if earned, will vest after a determined performance period and may*be earned at a level ranging from 0%-150% of the number of MSUs granted, depending on performance. The number of units granted were determined based upon the closing price of the Company's common stock on the date of the award.

The Company assessed the applicable metrics related to the MSU grants, estimating the fair value of employee MSU awards and the amount of stock compensation expense using the Monte-Carlo pricing model.

Performance Stock Units

PSUs represent a promise to deliver shares to the employee, non-employee director or other service providers at a future date if certain performance and vesting conditions are met. PSUs generally vestthree 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 doesnot 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.

The PSUs granted* maybe earned based on the Company's performance against metrics relating to annual Adjusted EBITDA and annual revenue. Awards, if earned, will vest after athree*-year performance period and* may*be earned at a level ranging from 0%-200% of the number of PSUs granted, depending on performance. The number of units were determined based upon the closing price of the Company's common stock on the date of the award. The Company assessed the applicable metrics related to the PSU grants, determined the blended probability of achieving the performance metrics and valued the awards based on the fair value at the date of grant with the amount of stock compensation expense determined based on the number of PSU’s expected to vest.

F-27

Long-Term Incentive Compensation

See the following table for a summary of PSU, restricted stock, RSU and MSU activity.

Stock Options

Stock options represent a right to buy a number of shares by the employee, non-employee director or other service providers at a future date, for a pre-set price, or exercise price, for a fixed period of time. Stock options generally vest overone tofour years, with a term often years. Stock compensation expense related to options are recorded based on the fair value of stock option grants, amortized on a straight-line basis over the employee’s required service period. The Company estimated the fair value of employee stock options using the Black-Scholes option pricing model. The Company uses the simplified method for determining an option term under Black-Sholes as the Company issues options infrequently. The fair values of employee stock options granted under the2021 plan were estimated using the following assumptions:

The following table is a summary of stock option activity:

During the year ended2024, 263,000 options with an intrinsic value of $0.3 million were exercised, and during the year ended2022, 77,500 options with an intrinsic value of $0.3 million were exercised.No options were exercised during the year ended* December 31, 2023.*

F-28

Stock-based Compensation Expense

Stock-based compensation expense for the years ended* December 31, 2024,2023 and2022 was $9.8 million, $13.9 million and $7.0 million, respectively, and is included in general and administrative expenses. The total income tax benefit recognized for stock-based compensation plans for the years ended December 31, 2024,2023 and2022 was $0.0 million. As of December 31, 2024,*unrecognized stock-based compensation expense was$12.7 million. This amount is expected to be recognized over a weighted average period of approximately 1.5 years.

Mr. Bressler has an equity incentive opportunity to earn an award of options based on the 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, 2025,Mr. Bressler would be granted options with a fair value equal to 10.1% of such excess, subject to certain conditions. Mr. Bressler exercised aone*-time right to elect an early option award of 50% valued as of* December 31, 2023,and as of result of the early exercise, during thethree* months ended* March 31, 2024,the Company granted 1.3 million options, with an exercise price of $8.44, to Mr. Bressler, and he retains the remaining amount of the equity incentive effective as of December 31, 2025.The options vested on the grant date and have a term often years. During the year ended December 31, 2023,the Company determined it was probable the performance condition would be met and therefore, recorded all expense related to it. 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 a discount rate. The performance condition related to the remaining equity incentive opportunity through December 31, 2025was also deemed probable in2023* and is being expensed over Mr. Bressler’s service period. For the years ended* December 31, 2024and2023,* stock-based compensation expense related to this award was $3.2 million and $8.0 million, respectively.

NOTE14 — SEGMENT INFORMATION

The Company’s chief operating decision maker, or CODM, is Natalya Leahy, the Chief Executive Officer. The CODM assesses performance and allocates resources based upon the separate financial information from the Company’s operating segments. In identifying its reportable segments, the Company organized them around the nature of services provided and other relevant factors.

The Company is primarily an experiential travel operator with operations intwo segments, Lindblad, which provides ship-based expeditions, and Land Experiences, which provides active, land-based trips, tours, treks and safari adventures. While both segments have similar characteristics, thetwo operating and reporting segments cannot be aggregated because they fail to meet the requirements for aggregation. The Company evaluates the performance of the business based largely on the results of its operating segments. The CODM and management review operating results monthly, and base operating decisions on the total results at a consolidated level, as well as at a segment level. The reports provided to the Board of Directors are at a consolidated level and also contain information regarding the separate results of both reportable segments.

The Company evaluates the performance of its business segments based largely on tour revenues and operating income, without allocating other income and expenses, net, income taxes and interest expense, net. For the years ended* December 31, 2024,*2023 and2022, reportable segment operating results were as follows:

F- 29

The following table presents the Lindblad segment expenses:

The following table presents the Land Experiences segment expenses:

Intercompany tour revenues between the Lindblad and Land Experiences segments are eliminated in consolidation and in the presentation above for the years ended* December 31, 2024,*2023 and2022 were $6.6 million, $7.9 million and $6.0 million, respectively.

During the years ended* December 31, 2024,*2023 and2022, the Lindblad segment had $30.0 million, $28.6 million and $34.3 million of capital expenditures, respectively, and the Land Experiences segment had $3.5 million, $2.6 million and $3.9 million of capital expenditures, respectively.

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

F-30

The following table presents the Company’s total assets, intangibles, net and goodwill by segment: