Pursuit Attractions & Hospitality, Inc.

NOTE 4. ACQUISITIONS AND DISPOSITIONS

Flyover Attractions

On July 31, 2026, Pursuit completed the Flyover Attractions Sale to Brogent pursuant to the Flyover Sale Agreement for a purchase price of approximately $75.0 million in cash, subject to post-closing adjustments, which are expected to be finalized during the fourth quarter of 2026. Upon the closing of the transaction, the Company recognized a loss on the sale of the Flyover Attractions of approximately $2.8 million, which was primarily attributable to certain facility lease payment guarantees that the Company assumed in conjunction with the closing of the transaction, and is included within other expense (income), net on the Company’s Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026. Additionally, prior to the sale, the Flyover Attractions were classified as held for sale and as such, the total assets and liabilities combined with the related accumulated other comprehensive loss of the Flyover Attractions (the “Disposal Group”) were recorded at the lower of their historical carrying values or the estimated net purchase price of the Flyover Attractions Sale less costs to sell, which resulted in an impairment of the Disposal Group of approximately $3.1 million during the three months ended June 30, 2026. This impairment is presented within other expense (income), net on the Company’s Condensed Consolidated Statement of Operations for the nine months ended September 30, 2026. The Company does not report the Flyover Attractions as a discontinued operation.

Eagle Wing Tours

On July 14, 2026, the Company entered into a Share Purchase Agreement with the shareholders of Eagle Wing Tours, pursuant to which the Company acquired all of the issued and outstanding shares of Eagle Wing for an aggregate purchase price of CAD $23.9 million (approximately USD $16.9 million as of the acquisition date). Eagle Wing, located on Vancouver Island, British Columbia, operates a whale watching and marine wildlife experience through a fleet of five vessels. The financial results of Eagle Wing are consolidated in the Company's financial statements prospectively from the date of acquisition. The Company funded the purchase price primarily with borrowings under the 2025 Revolving Credit Facility (see Note 8 –Debt and Finance Lease Obligationsfor further details).

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

Under the acquisition method of accounting, the cash consideration the Company paid, as shown in the table above, is allocated to the tangible assets acquired and liabilities assumed based on their estimated fair values. The process of estimating the fair value of the property and equipment includes the use of certain estimates and assumptions related to replacement cost and physical condition at the time of acquisition. The excess purchase price over the fair value of net assets acquired was recorded as goodwill. The primary factor that contributed to the purchase price resulting in the recognition of goodwill related to the opportunity for the Company to expand into a new Canadian geography with future growth opportunities when combined with the Company's other businesses. Goodwill is not deductible for tax purposes.

Tabacón Thermal Resort & Spa

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

The following table summarizes the allocation of the aggregate purchase price and amounts of assets acquired based upon the estimated fair value at the date of acquisition:

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

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

The following unaudited pro forma summary presents consolidated financial information of Pursuit as if the acquisition with Tabacón had occurred on January 1, 2024 (the beginning of the fiscal year preceding the fiscal year in which the acquisition occurred). These pro forma amounts include tax-effected adjustments for: (i) additional depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and identifiable intangible assets had been applied from January 1, 2024; (ii) transaction and business integration related costs; and (iii) interest expense associated with financing the transaction, assuming the entire cash purchase price would have been borrowed and outstanding for the full pro forma periods presented and interest charged would have been at rates similar to those prevalent under Pursuit’s 2025 Revolving Credit Facility. This unaudited pro forma financial information is presented for informational purposes only and does not purport to be indicative of the results of future operations or the results that would have occurred had the transaction taken place on January 1, 2024.

NOTE 5. SUPPLEMENTARY BALANCE SHEET INFORMATION

Cash, cash equivalents and restricted cash balances as presented in the Condensed Consolidated Statements of Cash Flows as of September 30, 2026, December 31, 2025, and September 30, 2025, included:

Other current assets as of September 30, 2026, December 31, 2025, and September 30, 2025, consisted of the following:

Other current liabilities as of September 30, 2026, December 31, 2025, and September 30, 2025, consisted of the following:

Other deferred items and liabilities as of September 30, 2026, December 31, 2025, and September 30, 2025, consisted of the following:

NOTE 6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net as of September 30, 2026, December 31, 2025, and September 30, 2025, consisted of the following:

Depreciation expense was $9.1 million and $26.4 million during the three and nine months ended September 30, 2026, respectively. Depreciation expense was $10.6 million and $30.1 million during the three and nine months ended September 30, 2025, respectively.

NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

The changes in the goodwill carrying amount during the nine months ended September 30, 2026, included:

(1)See Note 4 -Acquisitions and Dispositions for additional information.

Other intangible assets as of September 30, 2026, December 31, 2025, and September 30, 2025, consisted of the following:

Intangible asset amortization expense (excluding amortization expense of ROU assets) was $0.8 million and $2.2 million during the three and nine months ended September 30, 2026, respectively. Intangible asset amortization expense (excluding amortization expense of ROU assets) was $0.9 million and $2.4 million during the three and nine months ended September 30, 2025, respectively.

As of September 30, 2026, the estimated future definite-lived intangible asset amortization expense includes:

NOTE 8. DEBT AND FINANCE LEASE OBLIGATIONS

Debt and finance lease obligations as of September 30, 2026, December 31, 2025, and September 30, 2025, consisted of the following:

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

(2)The carrying value of total debt approximates the estimated fair value of total debt for the respective periods due to the variable nature of the associated interest rates for the majority of the borrowings.

(3)See Note 13 –Leases and Other for additional information.

2025 Credit Agreement

The 2025 Credit Agreement carries the following financial covenants:

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

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

As of September 30, 2026, the Company was in compliance with all financial covenants under the 2025 Credit Agreement.

As of September 30, 2026, capacity remaining under the 2025 Revolving Credit Facility was $228.7 million, reflecting the $300.0 million total facility size, less $67.6 million of outstanding borrowings and $3.7 million in outstanding letters of credit.

Jasper Credit Facility

The Jasper Credit Facility provides for a CAD $17.0 million term loan (“Jasper Term Loan”, approximately USD $12.0 million as of September 30, 2026) and a CAD $10.0 million revolving credit facility (“Jasper Revolving Credit Facility”, approximately USD $7.0 million as of September 30, 2026).

The Jasper Credit Facility carries the following financial covenants:

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

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

As of September 30, 2026, there were no outstanding borrowings, and capacity remaining under the Jasper Revolving Credit Facility was CAD $10.0 million (approximately USD $7.0 million as of September 30, 2026). As of September 30, 2026, the Company was in compliance with all financial covenants under the Jasper Credit Facility.

Forest Park Hotel Renovation Construction Loan

On January 6, 2026, the Company, through its indirect majority-owned subsidiary Sawridge MPL Jasper Limited Partnership, entered into a construction loan facility with ATB Financial, as borrower, for up to CAD $30.0 million (approximately USD $21.1 million as of September 30, 2026) related to the renovation of the Forest Park Hotel’s Woodland Wing in Jasper National Park. The construction loan facility requires interest payments at Canadian Prime Rate plus 1.00%. The loan matures in March 2028.

NOTE 9. INCOME (LOSS) PER SHARE

The components of basic and diluted income (loss) per share for the three and nine months ended September 30, 2026 and 2025, consisted of the following:

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

NOTE 10. ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in accumulated other comprehensive loss (“AOCL”) by component for the nine months ended September 30, 2026 and 2025, included:

(1)Cumulative foreign currency translation of the Flyover Attractions was reclassified from AOCL and recorded in other expense (income), net on the Company's Condensed Consolidated Statements of Operations during the three and nine months ended September 30, 2026, in conjunction with the Flyover Attractions Sale.

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

NOTE 11. INCOME TAXES

The Company’s effective tax rate was 19.7% and 23.2% for the three and nine months ended September 30, 2026, respectively. The Company’s effective tax rate was 16.8% and 22.7% for the three and nine months ended September 30, 2025, respectively. The increases in the effective tax rates for the three and nine months ended September 30, 2026, compared to the prior year periods were primarily attributable to tax impacts of the Flyover Attractions Sale and the full year inclusion of Tabacón’s operating results for the 2026 periods.

The income tax provision was computed based on the Company’s estimated annualized effective tax rate and the full-year forecasted income or loss plus the tax impact of unusual, infrequent, or nonrecurring significant items during the period. The amount and change of pre-tax income and loss recognized between jurisdictions impacted the reported effective tax rate for the three and nine months ended September 30, 2026.

The Company paid net cash for income taxes of $16.5 million during the nine months ended September 30, 2026, of which $13.0 million was paid to Canadian taxing authorities. The Company paid net cash for income taxes of $18.4 million during the nine months ended September 30, 2025, of which $11.2 million was paid to U.S. federal and state taxing authorities and $5.2 million was paid to Canadian taxing authorities.

NOTE 12. PENSION AND POSTRETIREMENT BENEFITS

The components of net periodic benefit (gain) cost of the Company’s pension and other postretirement benefit plans for the three months ended September 30, 2026 and 2025, consisted of the following:

The components of net periodic benefit (gain) cost of the Company’s pension and other postretirement benefit plans for the nine months ended September 30, 2026 and 2025, consisted of the following:

During 2026, the Company terminated the foreign Retirement Plan for Management Employees of Brewster, Inc. for applicable participants. Additionally, during the nine months ended September 30, 2025, the Company completed the termination and settlement of the Giltspur, Inc. Employees’ Pension Plan, which resulted in a reclassification of previously recorded prior service credit and net actuarial loss within AOCL to other expense (income), net of approximately $5.4 million.

NOTE 13. LEASES AND OTHER

The balance sheet presentation of the Company’s operating and finance leases as of September 30, 2026, December 31, 2025, and September 30, 2025, was as follows:

The components of lease expense for the three and nine months ended September 30, 2026 and 2025, consisted of the following:

Other information related to operating and finance leases for the three and nine months ended September 30, 2026 and 2025, consisted of the following:

The weighted-average remaining lease terms and discount rates for operating and finance leases as of September 30, 2026, December 31, 2025, and September 30, 2025, were:

As of September 30, 2026, the estimated future minimum lease payments under non-cancellable leases, excluding variable leases and variable non-lease components, included:

As of September 30, 2026, the estimated future minimum rental income under non-cancellable leases, which includes rental income from facilities that the Company owns, included:

NOTE 14. LITIGATION, CLAIMS, CONTINGENCIES, AND OTHER

Litigation and Regulatory Proceedings

The Company is a plaintiff or defendant in various actions, proceedings, and pending claims, some of which involve, or may involve, compensatory, punitive, or other damages. Litigation is subject to many uncertainties and it is possible that some of the legal actions, proceedings, or claims could be decided against the Company. Although the amount of liability as of September 30, 2026, with respect to unresolved legal matters is not ascertainable, the Company believes that any resulting liability, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on its business, financial position, or results of operations.

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

The Company is subject to various U.S. federal, state, and foreign laws and regulations governing the prevention of pollution and the protection of the environment in the jurisdictions in which it has or had operations. If the Company were to fail to comply with these environmental laws and regulations, civil and criminal penalties could be imposed, and it could become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the case with many companies, the Company also faces exposure to actual or potential claims and lawsuits involving environmental matters relating to its past operations. As of September 30, 2026, the Company had environmental remediation liabilities of $1.2 million related to previously sold operations. Although the Company is a party to certain environmental disputes, it believes that any resulting liabilities, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on the Company’s financial position or results of operations.

Guarantees

Following the respective sales of the GES Business and the Flyover Attractions, certain facility lease guarantees remained in place for aggregate lease payments of approximately $38.7 million. The acquirers of the GES Business and Flyover Attractions have separately agreed to indemnify the Company for any lease obligations; however, if such acquirers fail to make the required payments under the facility lease agreements, the Company could be required to satisfy those obligations. Accordingly, as of September 30, 2026, Pursuit has remaining liabilities for the estimated fair values of the facility lease guarantees of approximately $2.3 million, with remaining lease terms extending through 2038.

NOTE 15. SEGMENT INFORMATION

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

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

The financial information, including significant single segment expense categories, regularly provided to the Company’s CODM is included in the following table, including a reconciliation to income from continuing operations for the three and nine months ended September 30, 2026 and 2025:

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

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