LINDBLAD EXPEDITIONS HOLDINGS, INC.

Lindblad Expeditions Holdings, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Unaudited)

NOTE1—BUSINESS AND BASIS OF PRESENTATION

Business

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

The Company operates the followingtwo reportable business segments:

Lindblad Segment. The Lindblad segment currently operates a fleet of 12 owned expedition ships andseven seasonal charter vessels (with several other vessels contracted for future expeditions), and primarily provides ship-based expeditions aboard customized, nimble and intimately-scaled vessels that venture where larger cruise ships cannot, thus allowing Lindblad to offer up-close experiences in the planet’s wild and remote places and capitals of culture. Each expedition ship is fully equipped with state-of-the-art tools for in-depth exploration, and the majority of expeditions involve travel to remote places with limited infrastructure and ports, such as Antarctica and the Arctic, or places that are best accessed by a ship, such as the Galápagos Islands, Alaska, Baja California’s Sea of Cortez and Panama, and foster active engagement by guests. The Company has a brand license agreement with National Geographic Partners, LLC (“National Geographic”), which provides for lecturers and National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, to join many of the Company’s expeditions.

Land Experiences Segment. The Land Experiences segment includes 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 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”).

7

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and notes to the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information and include the accounts and transactions of the Company. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial statements for the periods presented. Operating results for the periods presented arenot necessarily indicative of the results of operations to be expected for the full year due to seasonality and other factors. Certain information and note disclosures normally included in the consolidated financial statements in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting. All intercompany balances and transactions have been eliminated in these unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended* December 31, 2024contained in the Company’s Annual Report on Form10*-K filed with the SEC on* February 28, 2025 (the“2024* Annual Report”).

The presentation of credit card fee expenses in the consolidated statement of operations of the Company has been reclassified from within general and administrative expense to cost of tours for2024 to conform withthe 2025 presentation.

Recently Adopted Accounting Pronouncements

During December2023, FASB issuedASU 2023-09 ― Income Taxes (Topic 740)—Improvements to Income Tax Disclosures. The amendments in this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures.ASU 2023-09 is effective for fiscal years beginning after December15, 2024. The Company adopted this guidance on* January 1, 2025,*as required. These amendments will increase the Company’s annual disclosures related to income taxes, including specific categories in tax rate reconciliations, additional information for certain reconciling items, tabular reconciliations of both amounts and percentages, as well as other information.

Recent Accounting Pronouncements

During* November**2024, FASB issued* ASU 2024-03 ― Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) — Disaggregation of Income Statement Expenses. The amendments in this ASU are intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. This ASU may be applied either (i) prospectively to financial statements issued for reporting periods after the effective date or (ii) retrospectively to any or all prior periods presented in the financial statements.ASU 2024-03 is effective for fiscal years beginning after December15, 2026, and interim periods beginning after December15, 2027. The Company will adopt this ASU on January1, 2027, as required, and the amendments will increase the Company’s financial statement disclosures of certain expense items reported within its expense categories presented on its statement of operations.

During* September**2025, FASB issued* ASU 2025-06 ― Intangibles—Goodwill and Other—Internal-Use Software (Subtopic350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this ASU seek to better align how internal-use software is being developed with the accounting for capitalization and expensing of costs.ASU 2025-06 is effective for fiscal years beginning after December15, 2027, and interim periods beginning within those annual accounting periods, and early adoption is permitted. The Company will adopt this ASU, as required, and is in the process of determining the impact that this ASU will have on its financial statements.

NOTE2—EARNINGS PER SHARE

Earnings (loss) per Common Share

Earnings (loss) per common share is computed using thetwo-class method related to the Company’s Series A Redeemable Convertible Preferred Stock, par value of $0.0001 (“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 the Preferred Stock based on the weighted average number of common shares outstanding and number of shares that could be issued upon conversion of the Preferred Stock.

8

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

For thethree andnine months ended* September30,* 2025 and thenine months ended* September 30, 2024,the Company incurred net losses available to stockholders, therefore potential common shares were excluded from the diluted earnings per share calculation and basic and diluted net loss per share are the same in each respective period. For thethree* andnine months ended* September30,* 2025, 1.1 million unvested restricted shares,1.2 million shares issuable upon exercise of options and 8.8 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive. For thenine months ended* September 30, 2024,*0.8 million unvested restricted shares,2.4 million shares issuable upon exercise of options and 8.3 million common shares issuable upon the conversion of the Preferred Stock were excluded from the calculation of dilutive potential common shares for the period as they were anti-dilutive.

Loss per share was calculated as follows:

NOTE3—REVENUES

Customer Deposits and Contract Liabilities

The Company’s guests remit deposits in advance of tour embarkation. Guest deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and certain air transportation. Guest deposits represent unearned revenues and are reported as unearned passenger revenues when received and are subsequently recognized as tour revenue over the duration of the expedition. Contract liabilities represent the Company's obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. The Company 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.

9

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

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

NOTE4—FINANCIAL STATEMENT DETAILS

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

10

Restricted cash consists of the following:

Prepaid expenses and other current assets are as follows:

NOTE5—LONG-TERM DEBT

On* August 20, 2025,the Company issued $675.0 million aggregate principal amount of 7.00% Notes in a private offering (the“7.00%* Notes”) (see discussion below). The Company used a portion of the funds received from the7.00% Notes to repay in full the 6.75% and 9.00% Notes, which resulted in an extinguishment of the previous debt. The extinguishment resulted in a total charge of $23.5 million consisting of a write off of $7.1 million of deferred financing costs and $16.4 million in call premiums to tender the6.75% and9.00% Notes. The Company recorded $11.8 million in deferred financing costs related to its issuance of the7.00% Notes.

For thethree andnine months ended* September30,* 2025, $0.8 million and $2.7 million, respectively, of deferred financing costs were charged to interest expense, and for thethree andnine months ended* September30,* 2024*,* $0.9 million and $2.8 million, respectively, of deferred financing costs were charged to interest expense.

7.00% Notes

On* August 20, 2025,the Company issued $675.0 million aggregate principal amount of 7.00% Notes in a private offering. The7.00%* Notes bear interest at a rate of7.00% per year, payable semiannually in arrears on* March 15and September 15of each year. The7.00%* Notes will mature on* September 15, 2030,*subject to earlier repurchase or redemption.

11

Of the*$675.0* million of net proceeds received from the7.00% Notes, the Company used $667.5 million to prepay in full all outstanding borrowings under the6.75% and9.00% Notes, pay premiums and fees related to the transaction, and to terminate in full the prior credit agreements and the commitments thereunder. The remainder will be used for future general corporate purposes. The7.00% Notes are senior secured obligations of the Company and are guaranteed on a senior secured basis by the Company and certain of the Company’s subsidiaries (collectively, the “Guarantors”) and secured byfirst-prioritypari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors. The7.00% Notes* may*be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any.

Revolving Credit Facility

On* August 20, 2025,the Company amended its senior secured revolving credit facility dated February 4, 2022 (the “Revolving Credit Facility”), increasing the aggregate principal amount of commitments provided from $45.0 million to $60.0 million, extending the maturity date from February 2027to August 2030,and increasing the letter of credit sub-facility from$10.0* million to a $15.0 million aggregate principal amount. The obligations under the Revolving Credit Facility are guaranteed by the Company, and the Guarantors and are secured byfirst-prioritypari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors. Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at the Company’s option, an adjusted Secured Overnight Financing Rate (“SOFR”) plus a spread or a base rate plus a spread. The Company is required to pay a 0.5% quarterly commitment fee on undrawn amounts under the Revolving Credit Facility. As of* September 30, 2025,the Company hadno* borrowings under the Revolving Credit Facility.

Covenants

The Company’s7.00% Notes and Revolving Credit Facility contain covenants that include, among others, limits on additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments. These covenants are subject to a number of important exceptions and qualifications set forth in the7.00% Notes and Revolving Credit Facility. The Company was in compliance with the covenants in effect as of* September 30, 2025.*

NOTE6—FAIR VALUE MEASUREMENTS

The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses, approximate fair value due to the short-term nature of these instruments. The Company estimates the approximate fair value of its long-term debt as of* September 30, 2025to be $687.2 million based on the terms of the agreements and comparable market data as of September30,* 2025. As of* September30,* 2025 and* December 31, 2024,the Company hadno* other significant liabilities that were measured at fair value on a recurring basis.

NOTE7—STOCKHOLDERS’** EQUITY**

Preferred Stock

In* August 2020,the Company issued and sold 85,000 shares of Preferred Stock for $1,000 per share for gross proceeds of $85.0 million. The Preferred Stock has senior and preferential ranking to the Company’s common stock. The Preferred Stock is entitled to cumulative dividends of 6.00% per annum, and for 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. During2025,* the Company thus far has continued to pay Preferred Stock dividends in-kind. At any time the Company* may,at its option, convert all, butnot* less than all, of the Preferred Stock into common stock if the volume-weighted average closing price of shares of common stock is at least150% of the conversion price (currently $14.25) for20 out of30 consecutive trading days. The Preferred Stock is convertible at any time, at the holder’s election, into a number of shares of common stock of the Company equal to the quotient obtained by dividing the then-current accrued value by the conversion price of $9.50. The Preferred Stock deferred issuance costs were $2.1 million as of* September30,* 2025, recorded as a reduction to preferred stock. The Company recorded accrued dividends for Preferred Stock of $1.2 million and $3.7 million for thethree andnine months ended* September30,* 2025, respectively, and $1.2 million and $3.5 million for thethree andnine months ended* September 30, 2024,respectively. As of September**30,* 2025, the 62,000 shares of Preferred Stock outstanding and accumulated dividends could be converted at the option of the holders into 8.8 million shares of the Company’s common stock.

12

NOTE8—STOCK BASED COMPENSATION

The Company is authorized to issue up to 9.3 million shares of common stock under the amended2021 Long-Term Incentive Plan (the “Plan”) which was approved by shareholders in* September 2021,and as amended in June 2025.As of September**30,* 2025, 5.5 million shares were available to be granted under the Plan.

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

Long-Term Incentive Compensation

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

During thenine months ended* September**30,* 2025, the Company awarded 229,023 performance-based restricted share units (“PSUs”) with a weighted average grant price of $10.57. The PSUs generally 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.

Options

As of* September30,* 2025 and* December 31, 2024,options to purchase an aggregate of 1.7 million and 2.4 million shares of the Company’s common stock, respectively, with a weighted average exercise price of $8.92 as of September 30, 2025and $8.77 as of December 31, 2024,were outstanding. As of September30,* 2025, 1.2 million options were exercisable.

In connection with the2016 acquisition of Natural Habitat, Mr. Bressler’s employment agreement, as amended, provides Mr. Bressler, Founder and Chief Executive Officer of Natural Habitat, with an equity incentive opportunity to earn an award of options based on the future financial performance of Natural Habitat, where if the final year equity value of Natural Habitat, as defined in Mr. Bressler's employment agreement, as amended, exceeds $25.0 million, effective as of* December 31,of any given year that Mr. Bressler exercises his put right (see Note10—Commitments* and Contingencies), Mr. Bressler will be granted options with a fair value equal to 5.05% of such excess in proportion to the percentage of the put option exercised, subject to certain conditions. The actual number of options granted will be determined by the calculated final year equity value of Natural Habitat and the Black-Scholes per share option value, factoring in the Company’s stock price on the date of the grant, its volatility and an appropriate risk-free rate. During thethree months ended* March 31, 2024,Mr. Bressler exercised a previousone*-time right to elect to receive 50% of such award early, which is calculated based on performance through* December 31, 2023.As a result of the early exercise, during thethree* months ended* March 31, 2024,the Company granted 1.3 million options, with an exercise price of $8.44, to Mr. Bressler. The options vested on the grant date and have a term often years. In2023,* the Company determined it was probable the performance condition would be met related to this award and recorded all expense related to it. The performance condition related to the remaining equity incentive opportunity through* December 31, 2025was also deemed probable in2023* and is being expensed over Mr. Bressler’s service period. For thethree andnine months ended* September 30, 2025,*stock-based compensation expense related to this award was $2.9 million and $7.0 million, respectively.

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

13

NOTE9—INCOME TAXES

As of* September30,* 2025 and* December 31, 2024,the Company hadno* unrecognized tax benefits recorded. The Company recorded an income tax benefit of $2.6 million and $3.5 million for thethree andnine months ended* September 30, 2025,respectively, versus a benefit of $6.7 million and an expense of $2.1 million, for thethree* andnine months ended* September30,* 2024, respectively. In2025, the effective rate differs from the statutory rate primarily due to mix of jurisdictions generating income, non-deductible employee compensation, changes in valuation allowances and tax impact of the deductibility of issuance costs. In2024, the effective tax rate differs from the statutory rate because of the mix of jurisdictions generating income and the valuation allowance against certain loss and interest carryforwards in the United States.

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

NOTE10—COMMITMENTS AND CONTINGENCIES

Redeemable Non-Controlling Interest

The Company has controlling interests in its Natural Habitat, Off the Beaten Path, DuVine and Classic Journeys consolidated subsidiaries. The noncontrolling interests are subject to put/call agreements. The put options enable the minority holders, but donot obligate them, to sell the remaining interests to the Company. The Company has call options which enable it, but donot obligate it, to acquire the remaining interests in the subsidiaries, subject to certain dates, expirations and similar redemption value purchase measurements as the put options.

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

On* July 8, 2025,the Company entered into the Third Amendment to the Stockholders’ Agreement, dated as of May 6, 2016 (the “Third Amendment”) to replace the previous put right for the Company’s purchase of all of Bressler’s remaining interest in Natural Habitat with a put right that maybe exercised annually, up to50%* in any given year, for so long as Bressler holds any interest in Natural Habitat. In addition, on July8, 2025, the Company and Mr. Bressler entered into the Second Amended and Restated Employment Agreement, replacing prior agreements to extend the term of the Employment Agreement through* December 31, 2028*and align Mr. Bressler’s ability to receive options with the exercise of the perpetual put right.

14

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

Charter Commitments

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

NOTE11—SEGMENT INFORMATION

The Company is primarily a specialty cruise and experiential travel operator with operations intwo reportable segments, Lindblad, which provides ship-based expeditions, and Land Experiences, which provides active, land-based trips, tours, treks and safari adventures. In identifying its reportable segments, the Company organized them around the nature of services provided and other relevant factors. While both segments have similar characteristics, the two operating and reporting segments cannot be aggregated because they fail to meet the requirements for aggregation. The Company’s chief operating decision maker, or CODM, is Natalya Leahy, the Chief Executive Officer. The CODM assesses performance and allocates resources based upon the separate financial information from the Company’s operating segments.

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

15

For thethree andnine months ended* September30,* 2025, there was $2.4 million and $7.8 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences segments, which were eliminated in consolidation. For thethree andnine months ended* September30,* 2024, there was $1.3 million and $5.1 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences segments, which were eliminated in consolidation.

The following table presents the Lindblad segment expenses:

The following table presents the Land Experiences segment expenses:

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

16

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

NOTE12—ACQUISITIONS

On January9, 2025, the Company completed the acquisition of Torcatt Enterprises Limitada, a holding company that owns and operatestwo vessels in the Galápagos Islands, expanding the Company’s vessels and guest capacity inone of its core markets, for which the Company paid$16.0 million in cash. The acquisition was accounted for as a business combination and the results of its operations are included in the consolidated results from the acquisition date. Acquisition related costs for thenine months ended* September 30, 2025were $0.2 million and are included in general and administrative expenses. The Company recorded $3.3 million in intangible assets related to Galápagos Islands cupos operating rights,$12.1 million of acquired vessels, $1.7 million in other assets, net, and a $1.1 million gain in other income, related to the acquisition. The Company believes that the purchase gain resulted due to regulatory limitations and restrictions on the ability to operate within the Galápagos Islands national park and the seller’s shift in focus regarding operating in the region. The revenue and operating income contributed by the acquisition during thethree* andnine months ended* September 30, 2025werenot* material.

On July31, 2024, the Company, through its land-based subsidiary Natural Habitat, acquired the Thomson Group. The aggregate purchase price for the Thomson Group was$30.0 million, consisting of$24.0 million in cash and$6.0 million in Lindblad common stock, representing 682,593 shares. Pursuant to the agreement, the Company has the option to acquire Tanzania Conservation Limited. The acquisition was accounted for as a business combination and the results of its operations are included in the consolidated results from the acquisition date. Acquisition related costs were $2.7 million and are included in general and administrative expenses for the year ended December31, 2024. The Company recorded $8.6 million in intangible assets related to tradenames and customer relationships and $17.0 million in goodwill related to the acquisition. Measurement period adjustments were insignificant, and our purchase price allocations are finalized.