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. and its consolidated subsidiaries’ (collectively, the “Company” or “Lindblad”) mission is to offer 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; theLindblad Segment, which primarily provides ship-based expeditions, and theLand Experiences Segment, which primarily provides land-based adventure experiences.

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, 2025contained in the Company’s Annual Report on Form10*-K filed with the SEC on* February 26, 2026 (the“2025* Annual Report”).

There have beenno significant changes to the Company’s accounting policies from those disclosed in the2025 Annual Report.

Recently Adopted Accounting Pronouncements

In* 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 improve the alignment between the development of internal-use software and accounting for capitalization and expensing of costs. The Company adopted this guidance prospectively on* January 1, 2026,and it didnot* have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

In* 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 for its annual consolidated financial statements on January 1, 2027,*as required, and iscurrently evaluating the impact of the new guidance on the related disclosures of its consolidated financial statements.

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During* May 2026,FASB issued ASU2026*-02 ― Environmental Credits and Environmental Credit Obligations (Topic818). The amendments in this ASU establish recognition, measurement, presentation and disclosure requirements for environmental credits and environmental credit obligations. Among other provisions, the guidance requires an environmental credit to be recognized as an asset when it is probable that the credit will be used to settle an environmental credit obligation, transferred in an exchange transaction, or used in a nonreciprocal transfer. ASU2026-02 is effective for fiscal years beginning after* December 15, 2027,and interim periods within those annual reporting periods. Early adoption is permitted. The Company will adopt this ASU for its annual consolidated financial statements on January 1, 2028,*as required, and is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

NOTE2—EARNINGS PER SHARE

Earnings (loss) per Common Share

For thethree andsix months ended* June 30, 2026,earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. For thethree* andsix months ended* June 30, 2025,earnings (loss) per common share was computed using thetwo*-class method related to the Company’s Series A Redeemable Convertible Preferred Stock, par value of $0.0001 (“Preferred Stock”), prior to its conversion into common shares on* February 3, 2026.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. 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 (prior to its conversion into common shares on* February 3,*2026). 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 months ended* June 30, 2026and thethree* andsix months ended* June 30, 2025,the Company incurred a net loss available to stockholders, therefore potential common shares were excluded from the diluted earnings per share calculation as being anti-dilutive, and basic and diluted net loss per share were the same for those periods. For thethree* months ended* June 30,2026, 0.9 million unvested restricted shares and 1.2 million shares issuable upon exercise of options, were excluded from the diluted earnings per share calculation. For thethree andsix months ended June 30,2025, 1.1 million unvested restricted shares,2.3 million shares issuable upon exercise of options, and 8.7 million common shares issuable upon the conversion of the Preferred Stock, were excluded from the diluted earnings per share calculation. For thesix months ended June 30, 2026,no potential dilutive securities were anti-dilutive. On February 3, 2026,the Company caused the mandatory conversion of all 62,000 outstanding shares of Preferred Stock to be converted into 9,018,763 shares of common stock, see Note7—Stockholders’* Equity for additional information.

Earnings (loss) per share was calculated as follows:

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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 revenue when received and are subsequently recognized as tour revenue over the duration of the expedition or trip. 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.

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 sales channel:

NOTE4—FINANCIAL STATEMENT DETAILS

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

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Restricted cash consists of the following:

Prepaid expenses and other current assets are as follows:

NOTE5—LONG-TERM DEBT

For thethree andsix months ended* June 30, 2026,$0.7 million and $1.3 million, resp ectively, of deferred financing costs were charged to interest expense, and for thethree* andsix months ended* June 30, 2025,*$0.9 million and$1.8 million, respectively, of deferred financing costs were charged to interest expense.

7.00% Notes

The Company has $675.0 million aggregate principal amount of 7.00% Notes (the*“7.00%* Notes”) outstanding. 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. 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-priority pari 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

The Company has a senior secured revolving credit facility (the “Revolving Credit Facility”), with an aggregate principal commitment amount of $60.0 million, which matures* August 2030,with a letter of credit sub-facility of $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*-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 (“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* June 30, 2026,the Company hadno* borrowings under the Revolving Credit Facility.

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Covenants

The Company’s7.00% Notes and Revolving Credit Facility contain covenants that include, among others, limits on additional indebtedness and making 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 the Revolving Credit Facility. The Company was in compliance with its covenants in effect as of* June 30, 2026.*

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* June 30*,2026 to be $670.0 million based on the terms of the agreements and comparable market data as of* June 30, 2026.As of June 30, 2026and December 31, 2025,other than derivative instruments andinvestments in securities, the Company hadno* other significant liabilities that were measured at fair value on a recurring basis.

NOTE7—STOCKHOLDERS’** EQUITY**

Preferred Stock

On* February 3, 2026,the Company caused the mandatory conversion of all 62,000 outstanding shares of Preferred Stock into 9,018,763 shares of its common stock. The Company had the option to convert all, butnot* 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 least150% of the conversion price ($14.25) for20 out of30 consecutive trading days. This VWAP threshold was satisfied on* January 16, 2026and on January 20, 2026,the Company issued a Notice of Conversion to each holder of the Company’s Preferred Stock, providing required notice to each holder that the Company was exercising its right, pursuant to the terms of the Certificate of Designations of the Preferred Stock, to effect a mandatory conversion of all the shares of Preferred Stock on February 3, 2026.*

The Company recorded accrued dividends for Preferred Stock of $0.5 million for thesix months ended* June 30, 2026,and$1.2 million and$2.4 million for thethree* andsix months ended* June 30, 2025,*respectively.

NOTE8—STOCK BASED COMPENSATION

The Company is authorized to issue up to 9.3 million shares of common stock under the Company’s2021 Long-Term Incentive Plan (the “Plan”) which was approved by shareholders in* September 2021and amended in June 2025.As of June 30, 2026,* 4.6 million shares were available to be granted under the Plan.

The Company recorded stock-based compensation expense of$1.9 million and$3.7 million for thethree andsix months ended* June 30, 2026,respectively, and$5.4 million and$9.1 million for thethree* andsix months ended* June 30, 2025,*respectively.

Long-Term Incentive Compensation

During thesix months ended* June 30, 2026,*the Company awarded 443,120 restricted stock units (“RSUs”) with a weighted-average grant-date fair value of$16.69. The RSUs will generally vest equally over three 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.

During thesix months ended* June 30, 2026,the Company awarded 91,109 performance-based restricted share units (“PSUs”) with a weighted-average grant-date fair value of $17.30. The PSUs generally vest three years following the date of grant based on the attainment of performance-based goals, all of which are subject to a service condition. The Company doesnot* issue the shares associated with the PSUs to the recipient unless and until the performance and vesting conditions are met.

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Options

During thesix months ended* June 30, 2026,*the Company granted 771,863 options, with a weighted-average exercise price of $17.65. The options vested on their grant date, with a term often years. The fair values of employee stock options granted were estimated using the following assumptions:

As of* June30,* 2026 and* December 31, 2025,options to purchase an aggregate of 1.2 million and 1.5 million shares of the Company’s common stock, respectively, with weighted-average exercise price of$14.25 and$8.91, respectively, were outstanding. As of June30,* 2026, 1.1 million options were exercisable.

Mr. Bressler’s employment agreement, as amended, provides Mr. Bressler, Founder and Chief Executive Officer of Natural Habitat, Inc. (“Natural Habitat”), with an equity incentive opportunity, established in2016, to earn an award of options based on the long-term future financial performance of Natural Habitat. During2025, the award was modified to extend the performance period from* December 31, 2025,to December 31,of any given year that Mr. Bressler exercises his put right (see Note10—Commitments* and Contingencies), aligning the percentage of the option award to be granted each year with the percentage of put exercised by Mr. Bressler. The equity incentive opportunity award, as amended, is 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, exceeds $25.0 million, effective as of the preceding* December 31,*of any given year that Mr. Bressler exercises a portion of his put right, 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. The actual number of options granted will be determined by the calculated final year equity value of Natural Habitat divided by the Black-Scholes per share option value, factoring in the Company’s stock price on the date of the issuance of the options, its volatility and an appropriate risk-free rate. The options will be vested as of the issuance date and have a term often years.

In* March**2026,* Mr. Bressler exercised a portion of his put right and received the equivalent percentage of options under the equity incentive opportunity award, which was calculated based on performance through* December 31, 2025.As a result, the Company issued 771,863 fully vested options to Mr. Bressler, as noted above. The Company had previously determined it was probable the performance condition would be met related to this award and recorded the related expense on a straight-line basis through December 31, 2025.Expense related to the incremental fair value measured on the2025* modification date of the award will be recognized when Mr. Bressler exercises the put and option award and the performance condition is deemed probable.

NOTE9—INCOME TAXES

As of* June 30, 2026and December 31, 2025,the Company hadno* unrecognized tax benefits recorded. The Company’s effective tax rate for thethree andsix months ended* June 30, 2026was an expense of 131.3% and 3.6%, respectively, versus an expenseof 8.5% and a benefit of 13.6% forthethree* andsix months ended* June 30, 2025,*respectively. In each period, the effective tax rate differs from the statutory rate due to the mix of jurisdictions generating income and the valuation allowance against certain loss and interest carryforwards in the United States.

NOTE10—COMMITMENTS AND CONTINGENCIES

Redeemable Noncontrolling 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 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.

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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 noncontrolling 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.

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.

During* January 2026,Mr. Levine, President of DuVine Cycling + Adventure Company (“DuVine”), entered into a Second Amended and Restated Operating Agreement to replace the previous put for the Company’s right to acquire all of Mr. Levine’s remaining interests in DuVine, with a put right, butnot* an obligation, that* maybe exercised annually, up to 50% in any given year, beginning December 31, 2027,for so long as Mr. Levine holds interest in DuVine, and aone*-time right to exercise100% of the put at* December 31, 2027.*

During* March**2026,* Mr. Bressler exercised a portion of the put option on Natural Habitat, allowing the Company to acquire an additional 5.0% of Natural Habitat for $16.6 million, increasing its ownership to 95.1%.

During* April 2026,Mr. and Mrs. Piegza, President and Vice President, respectively, of Classic Journeys, LLC (“Classic Journeys”), exercised a portion of the put option, allowing the Company to acquire an additional 9.9% interest in Classic Journeys for $3.2 million, increasing its ownership to 90.1%. In connection with this transaction, the Piegzas entered into a Second Amended and Restated Operating Agreement, which provides for a put right, butnot* an obligation, together with a corresponding call right, butnot an obligation, each exercisable annually beginning* December 31, 2030,*for up to 50% of the remaining interests in any given year, for so long as the Piegzas hold an interest in Classic Journeys.

The following is a rollforward of redeemable noncontrolling 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* June 30, 2026*are as follows:

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NOTE11—SEGMENT INFORMATION

The Company is primarily an 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, thetwo 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 its 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:

For thethree andsix months ended* June 30, 2026,there was $2.6 million and $5.5 million, respectively, of intercompany tour revenues between the Lindblad and Land Experiences reportable segments, which were eliminated in consolidation. For thethree* andsix months ended* June 30, 2025,*there was$2.0 million and$5.3 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:

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The following table presents the Land Experiences segment expenses:

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

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

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NOTE12—ACQUISITIONS

On* January 9,*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.

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