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LINDBLAD EXPEDITIONS HOLDINGS, INC.

For the period ended Jun 30, 2026. Filed Aug 3, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 3, 2026

LIND$33.98+7.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-05.

0001437749-26-014912

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-03.

0001437749-26-025462

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 111 previous paragraphs and 122 current paragraphs.

82 unchanged; 25 reworded; 15 added; 4 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (15)

Current report

During April 2026, we increased our ownership of Classic Journeys by 9.9% to 90.1% for $3.2 million, as Mr. and Mrs. Piegza, President and Vice President, respectively, of Classic Journeys, exercised a portion of their put option.

Current report

Tour revenues for the six months ended June 30, 2026 increased$59.6 million, or 17%, to$407.3 million, compared to $347.7 million for the six months ended June 30, 2025. Of the$59.6 million increase,$45.9 million was due to a 15% increase in guest nights soldat the Lindblad segment and an 8% increase in Land Experiences guests traveled, and$13.7 million of the increase was due to the change in mix of itineraries and trips and pricing.

Current report

Total cost of tours for the three months ended June 30, 2026 increased $11.2 million, or 12%, to $102.6 million, compared to $91.4 million for the three months ended June 30, 2025, primarily due to additional voyages and trips, higher fuel cost and increased other operating costs.

Current report

General and administrative expenses for the three months ended June 30, 2026 increased$3.1 million, or 10%, to $34.2 million, compared to $31.1 million for the three months ended June 30, 2025. The increase was primarily related to higher personnel costs, in part due to $3.4 million in employee retention tax credits received in the prior year, and strategic growth investments, partially offset by lower stock-based compensation expense.

Current report

General and administrative expenses for the six months ended June 30, 2026 increased $2.4 million, or 4%, to $66.2 million, compared to$63.8 million for the six months ended June 30, 2025. The increase was primarily related tohigher personnel costs, in part due to $3.4 million in employee retention tax credits received in the prior year, and strategic growth investments, partially offset by lower stock-based compensation expense.

Current report

Selling and marketing expenses for the six months ended June 30, 2026 increased $13.3 million, or 24%, to $68.0 million, compared to $54.6 million for the six months ended June 30, 2025, primarily due to increased royalties associated with the final royalty rate step-up under the National Geographic agreement, higher commissions associated with increased revenues and increased marketing spend to support future growth.

Current report

Depreciation and amortization expenses for the six months ended June 30, 2026 increased $6.2 million, or 21%, to $36.2 million, compared to $30.0 million for the six months ended June 30, 2025. The increase was primarily related to depreciation of assets placed into service to support our vessel fleetand accelerated depreciation on the National Geographic Sea Bird and National Geographic Sea Lion related to their planned retirement.

Current report

Other expense for the three months ended June 30, 2026 was $10.9 million, compared to $10.8 million for the three months ended June 30, 2025, as $1.1 million in lower interest expense on our corporate debt facilities was offset by a loss on foreign exchange.

Current report

Other expense for the six months ended June 30, 2026 was $21.6 million, compared to $21.9 million for the six months ended June 30, 2025, as $2.1 million in lower interest expense on our corporate debt facilities was partially offset by a loss on foreign exchange.

Current report

Tour revenues for the three months ended June 30, 2026 increased$18.2 million, or 16%, to $129.2 million, compared to $111.0 million for the three months ended June 30, 2025. Of the$18.2 million increase,$19.8 million is related to an 18% increase in guest nights sold, partially offset by a $1.6 million decrease related to a 1% decrease in revenue per guest nights sold as compared to the prior year period. Net yield per available guest night increased 4% to $1,294 from $1,241 in 2025, reflecting a 5-percentage point increase in occupancy to 91% for 2026 compared with the same period in 2025.

Current report

Operating income was $3.9 million for the three months ended June 30, 2026, an increase of $5.9 million compared to a loss of $2.1 million for the three months ended June 30, 2025, primarily due to increased tour revenues during the period, partially offset by higher operating expenses. Operating expenses were impacted by (i) higher cost of tours associated with additional voyages and increased fuel costs; (ii) higher sales and marketing costs primarily due to increased royalties associated with the final royalty rate step-up under the National Geographic agreement and increased marketing spend to support future growth; and (iii) increased general and administrative costs primarily due to higher personnel costs, employee retention tax credits received in the prior year and strategic growth investments, partially offset by decreased stock-based compensation expense.

Current report

Tour revenues for the three months ended June 30, 2026 increased$13.1 million, or 23%, to $70.0 million compared to$56.9 million for the three months ended June 30, 2025. Of the $13.1 million increase,$8.3 million is related to a 13% increase in the number of guests traveled and$4.8 million is related to an 8% increase in revenue per guest as compared to the prior year period due to changes in itineraries, destinations and pricing.

Current report

Operating income for the six months ended June 30, 2026 was $13.2 million compared to$8.7 million for the six months ended June 30, 2025, as the increase in tour revenue was partially offset by higher operating and personnel costs, in part due to employee retention tax credits received in the prior year, and higher marketing spend to drive future growth.
Removed paragraphs (4)

Previous report

General and administrative expenses for the three months ended March 31, 2026 decreased $0.7 million, or 2%, to $32.0 million, compared to $32.7 million for the three months ended March 31, 2025. The decrease was primarily related to lower stock-based compensation expense.

Previous report

Other expense for the three months ended March 31, 2026, decreased $0.3 million to an expense of $10.8 million from an expense of $11.1 million for the three months ended March 31, 2025.
Reworded paragraphs (25)

Previous wording

Thomson Group, consisting of Wineland-Thomson Adventures, LLC (“Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), Thomson Safaris Ltd (“Thomson Safaris Tanzania”), and Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”), provides socially responsible and positively impactful light-treading adventures in East Africa. They specialize in immersive safaris featuring an exclusive system of camps and expert local wildlife guides, high-end treks to the summit of Kilimanjaro, the Roof of Africa, and offer luxurious stays at the award-winning Gibb’s Farm, an 80-acre sanctuary located near the Ngorongoro Crater. Forty-five (45) years of experience and a commitment to environmental and social responsibility make every adventure exceptional.

Current wording

Thomson Group, consisting of Wineland-Thomson Adventures, LLC (“Thomson Safaris”), Nature Discovery Ltd (“Nature Discovery”), Thomson Safaris Ltd (“Thomson Safaris Tanzania”), and Ngorongoro Safari Lodge Ltd (“Gibb’s Farm”), provides socially responsible and positively impactful light-treading adventures in East Africa. They specialize in immersive safaris featuring an exclusive system of camps and expert local wildlife guides, high-end treks to the summit of Kilimanjaro, the Roof of Africa, and offer luxurious stays at the award-winning Gibb’s Farm, an 80-acre sanctuary located near the Ngorongoro Crater. The Thomson Group has more than 45 years of experience providing travel experiences in East Africa and maintains a focus on environmental and social responsibility.

Previous wording

During February 2026, we caused the conversion of all outstanding Series A Redeemable Convertible Preferred Stock, par value of $0.0001 (“Preferred Stock”) into common stock, saving a potential $88.0 million if we were required to repurchase the Preferred Stock at maturity.

Current wording

During February 2026, we caused the mandatory conversion of all outstanding Series A Redeemable Convertible Preferred Stock, par value of $0.0001 (“Preferred Stock”) into common stock, saving $88.0 million if we were required to repurchase all of the Preferred Stock at maturity.

Previous wording

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

Current wording

Available Guest Nightsis a measurement of capacity and represents double occupancy per cabin (except single occupancy for a single capacity cabin) multiplied by the number of cruise days for the period.

Previous wording

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

Current wording

Gross Yield per Available Guest Nightrepresents tour revenues divided by Available Guest Nights.

Previous wording

Our consolidated results for the three months ended March 31, 2026 and 2025 are set forth below.

Current wording

Our consolidated results for the three and six months ended June 30, 2026 and 2025 are set forth below. Percentages that are not meaningful to the change are noted as NM in the table.

Previous wording

Comparison of the Three Months Ended March 31, 2026 and 2025 —** Consolidated**

Current wording

Comparison of the Three and Six Months Ended June 30, 2026 and 2025 —** Consolidated**

Previous wording

Tour revenues for the three months ended March 31, 2026 increased $28.3 million, or 16%, to $208.0 million, compared to $179.7 million for the three months ended March 31, 2025. Of the $28.3 million increase, we realized a $16.1 million increase due to a 12% increase in guest nights sold and a $12.2 million increase due to the change in mix of itineraries and trips and pricing.

Current wording

Tour revenues for the three months ended June 30, 2026 increased $31.3 million, or 19%, to $199.2 million, compared to$167.9 million for the three months ended June 30, 2025. Of the $31.3 million increase, $28.1 million was due to an 18% increase in guest nights sold at the Lindblad segment and a 13% increase in Land Experiences guests traveled, and $3.2 million of the increase was due to the change in mix of itineraries and trips and pricing.

Previous wording

Total cost of tours for the three months ended March 31, 2026 increased $13.9 million, or 15%, to $106.7 million, compared to $92.8 million for the three months ended March 31, 2025, primarily due to operating additional voyages and trips, and increased operating costs, including operating additional guest flights over the Drake Passage to Antarctica.

Current wording

Total cost of tours for the six months ended June 30, 2026 increased $25.1 million, or 14%, to $209.4 million, compared to $184.2 million for the six months ended June 30, 2025, primarily due to additional voyages and trips, and increased operating costs, including additional guest flights over the Drake Passage to Antarctica and higher fuel costs.

Previous wording

Selling and marketing expenses for the three months ended March 31, 2026 increased $7.7 million, or 27%, to $35.9 million, compared to $28.2 million for the three months ended March 31, 2025, primarily due to increased royalties associated with the final royalty rate step-up under the National Geographic agreement, higher commissions associated with increased revenues and increased marketing spend to support future growth.

Current wording

Selling and marketing expenses for the three months ended June 30, 2026 increased $5.6 million, or 21%, to $32.0 million, compared to $26.4 million for the three months ended June 30, 2025, primarily due to increased royalties associated with the final royalty rate step-up under the National Geographic agreement, higher commissions associated with increased revenues and increased marketing spend to support future growth.

Previous wording

Depreciation and amortization expenses for the three months ended March 31, 2026 increased $2.4 million, or 16%, to $17.7 million, compared to $15.3 million for the three months ended March 31, 2025. The increase was primarily related to depreciation of assets placed into service to support our vessel fleet.

Current wording

Depreciation and amortization expenses for the three months ended June 30, 2026 increased $3.8 million, or 26%, to $18.5 million, compared to $14.7 million for the three months ended June 30, 2025. The increase was primarily related to depreciation of assets placed into service to support our vessel fleet and accelerated depreciation on the National Geographic Sea Bird and National Geographic Sea Lion related to their planned retirement.

Previous wording

Comparison of the Three Months Ended March 31, 2026 and 2025 at the Lindblad Segment

Current wording

Comparison of the Three and Six Months Ended June 30, 2026 and 2025 at the Lindblad Segment

Previous wording

Tour revenues for the three months ended March 31, 2026 increased $21.4 million, or 16%, to $152.5 million, compared to $131.1 million for the three months ended March 31, 2025. Of the $21.4 million increase, $15.8 million is related to a 12% increase in guest nights sold and $5.6 million is related to a 4% increase in revenue per guest nights sold as compared to the prior year period. Net yield per available guest night increased 7% to $1,631 from $1,521 in 2025, reflecting the higher pricing and a 4-basis point increase in occupancy to 93% for 2026 compared with the same period in 2025.

Current wording

Tour revenues for the six months ended June 30, 2026 increased$39.6 million, or 16%, to $281.7 million, compared to $242.2 million for the six months ended June 30, 2025. Of the$39.6 million increase,$36.6 million is related to a 15% increase in guest nights sold and$3.0 million is related to a 1% increase in revenue per guest nights sold as compared to the prior year period. Net yield per available guest night increased 6% to $1,452 from$1,376 in 2025, reflecting higher pricing and a 5-percentage point increase in occupancy to 92% for 2026 compared with the same period in 2025.

Previous wording

Operating income was $10.6 million for the three months ended March 31, 2026, an increase of $2.2 million compared to $8.4 million for the three months ended March 31, 2025, as the increase in tour revenues was partially offset by higher operating expenses. Operating expenses were impacted by higher cost of tours related to an increase of voyages and operating additional guest charter flights over the Drake Passage for certain Antarctica expeditions, higher sales and marketing costs, primarily due to increased royalties associated with the final royalty rate step-up under the National Geographic agreement and increased marketing spend to support future growth, partially offset by lower general and administrative costs primarily due to decreased stock-based compensation expense and lower personnel costs, partially offset by increased information technology costs, higher legal and consulting expenses.

Current wording

Operating income was$14.4 million for the six months ended June 30, 2026, an increase of $8.1 million compared to $6.3 million for the six months ended June 30, 2025, primarily due to increased tour revenues during the period, partially offset by higher operating expenses. Operating expenses were impacted by (i) higher cost of tours associated with additional voyages, the additional guest charter flights over the Drake Passage for certain Antarctica expeditions and higher fuel costs; (ii) higher sales and marketing costs primarily due to increased royalties associated with the final royalty rate step-up under the National Geographic agreement and increased marketing spend to support future growth; and (iii) increased general and administrative costs primarily due to higher personnel costs, employee retention tax credits received in the prior year, and strategic growth investments, partially offset by decreased stock-based compensation expense.

Previous wording

Comparison of Three Months Ended March 31, 2026 and** 2025** at the Land Experiences Segment

Current wording

Comparison of Three and Six Months Ended June 30, 2026 and** 2025** at the Land Experiences Segment

Previous wording

Tour revenues for the three months ended March 31, 2026 increased $6.9 million, or 14%, to $55.5 million compared to $48.6 million for the three months ended March 31, 2025. Of the $6.9 million increase, $6.6 million is related to an increase in revenue per guest as compared to the prior year period due to a change in itineraries, destinations and pricing, and $0.3 million of the increase was due to an increase in the number of guests traveled.

Current wording

Tour revenues for the six months ended June 30, 2026 increased$20.0 million, or 19%, to $125.5 million compared to$105.5 million for the six months ended June 30, 2025. Of the $20.0 million increase, $10.7 million is related to a 10% increase in revenue per guest as compared to the prior year period due to changes in itineraries, destinations and pricing and $9.3 million of the increase was due to an 8% increase in the number of guests traveled.

Previous wording

Operating income for the three months ended March 31, 2026 was $5.1 million compared to $2.2 million for the three months ended March 31, 2025, as the increase in tour revenue was partially offset by higher operating and personnel costs, and higher marketing spend to drive future growth.

Current wording

Operating income for the three months ended June 30, 2026 was$8.1 million comparedto$6.5 million for the three months ended June 30, 2025, as the increase in tour revenue was partially offset by higher operating and personnel costs, in part due to employee retention tax credits received in the prior year, and higher marketing spend to drive future growth.

Previous wording

Reconciliation of Net (Loss) Income to Adjusted EBITDA—** Consolidated**

Current wording

Reconciliation of Net Income (Loss) to Adjusted EBITDA—** Consolidated**

Previous wording

Reconciliation of Operating Income to Adjusted EBITDA—** Segments**

Current wording

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

Previous wording

As of March 31, 2026, the Company had $275.0 million in unrestricted cash and cash equivalents and $46.1 million in restricted cash primarily related to deposits on future travel originating from U.S. ports and credit card reserves.

Current wording

As of June 30, 2026, we had $318.9 million in unrestricted cash and cash equivalents and $46.0 million in restricted cash primarily related to deposits on future travel originating from U.S. ports and credit card reserves.

Previous wording

Sources and Uses of Cash for the Three Months Ended March 31, 2026 and 2025

Current wording

Sources and Uses of Cash for the Six Months Ended June 30, 2026 and 2025

Previous wording

Net cash provided by operating activities was $49.5 million for the three months ended March 31, 2026 compared to $48.4 million for the same period in 2025. The $1.1 million increase is primarily due to improved operating results.

Current wording

Net cash provided by operating activities was $108.5 million for the six months ended June 30, 2026 comp ared to$77.6 million for the same period in 2025. The $30.9 million increase is primarily due to higher guest deposits for future bookings and improved operating results.

Previous wording

Net cash used in investing activities was $6.9 million for the three months ended March 31, 2026 compared to $29.0 million in cash used in investing activities during the same period in 2025. 2026 primarily included capital expenditures on our vessels, while 2025 primarily included the acquisition of Torcatt Enterprises Limitada and capital expenditures on our vessels.

Current wording

Net cash used in investing activities was $14.9 million for the six months ended June 30, 2026 compared to$44.7 million used during the same period in 2025. 2026 included capital expenditures on our vessels, while 2025 included capital expenditures on our vessels and the acquisition of Torcatt Enterprises Limitada.

Previous wording

Net cash used in financing activities was $11.2 million for the three months ended March 31, 2026 compared to $0.3 million for the same period in 2025. 2026 primarily included $16.6 million for the additional 5% ownership of Natural Habitat related to the put of the redeemable noncontrolling interests, partially offset by $6.6 million for proceeds on the exercise of options, while 2025 primarily included income tax withholdings for stock-based compensation*.*

Current wording

Net cash used in financing activities was $18.5 million for the six months ended June 30, 2026 compared to$1.4 million for the same period in 2025. 2026 included $19.8 million for the additional 5% ownership of Natural Habitat and the additional 9.9% ownership of Classic Journeys related to the put of the redeemable noncontrolling interests and $4.6 million related to income tax withholdings for stock-based compensation, partially offset by $6.6 million for proceeds on the exercise of options, while 2025 included income tax withholdings for stock-based compensation*.*

Previous wording

On February 3, 2026 we caused the conversion of all 62,000 outstanding shares of Preferred Stock into 9,018,763 shares of our Common Stock. We had the option to convert all, but not less than all, of the Preferred Stock into common stock if the volume-weighted average closing price (“VWAP”) of shares of common stock was at least 150% of the conversion price ($14.25) for 20 out of 30 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. This VWAP threshold was satisfied on January 16, 2026, and on January 20, 2026, we issued a Notice of Conversion to each holder of our Preferred Stock, providing that we intended to exercise our right, pursuant to the terms of the Certificate of Designations the Preferred Stock to effect a mandatory conversion of all of the shares of Preferred Stock.

Current wording

On February 3, 2026, we caused the mandatory conversion of all 62,000 outstanding shares of Preferred Stock into 9,018,763 shares of our Common Stock. We had the option to convert all, but not less than all, of the Preferred Stock into common stock if the volume-weighted average closing price (“VWAP”) of shares of common stock was at least 150% of the conversion price ($14.25) for 20 out of 30 consecutive trading days. This VWAP threshold was satisfied on January 16, 2026, and on January 20, 2026, we issued a Notice of Conversion to each holder of our Preferred Stock, providing notice to holders that we were exercising our right, pursuant to the terms of the Certificate of Designations of the Preferred Stock, to effect a mandatory conversion of all of the shares of Preferred Stock on February 3, 2026.

Previous wording

We generally rely on a combination of cash flows provided by operations and the incurrence of additional debt to fund obligations. A vast majority of guest ticket receipts are collected in advance of the applicable expedition date. These advance passenger receipts remain a current liability until the expedition date, and the cash generated from these advance receipts is used interchangeably with cash on hand from other cash from operations. The cash received as advanced receipts can be used to fund operating expenses for the applicable future expeditions or otherwise, pay down debt, make long-term investments or any other use of cash. Traditionally we run a working capital deficit due primarily to a large balance of unearned passenger revenues. As of March 31, 2026, we had a working capital deficit of $88.4 million, and as of December 31, 2025, we had a working capital deficit of $93.7 million.

Current wording

We generally rely on a combination of cash flows provided by operations and the incurrence of additional debt to fund obligations. A vast majority of guest ticket receipts are collected in advance of the applicable expedition date. These advance passenger receipts remain a current liability until the expedition date, and the cash generated from these advance receipts is used interchangeably with cash on hand from other cash from operations. The cash received as advance receipts can be used to fund operating expenses for the applicable future expeditions or otherwise, pay down debt, make long-term investments or any other use of cash. Traditionally we run a working capital deficit due primarily to a large balance of unearned passenger revenues. As of June 30, 2026, we had a working capital deficit of$82.1 million, and as of December 31, 2025, we had a working capital deficit of$93.7 million.