10-K
Pursuit Attractions & Hospitality, Inc. (PRSU)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2025
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from ____________ to ____________
Commission file number: 001-11015

Pursuit Attractions and Hospitality, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 36-1169950 |
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 1401 17th Street, Suite 1400<br><br>Denver, Colorado 80202 | (602) 207-1000 |
| (Address of principal executive offices and zip code) | (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.50 par value per share | PRSU | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ |
|---|---|---|---|
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the common stock (based on its closing price per share on such date) held by non-affiliates on the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2025) was approximately $613.7 million.
As of February 23, 2026, there were 28,019,423 shares of common stock outstanding.
Documents Incorporated by Reference
Portions of Pursuit Attractions and Hospitality, Inc.’s Proxy Statement for its 2026 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the fiscal year ended December 31, 2025, are incorporated by reference into Part III (Items 10 through 14) of this Annual Report on Form 10-K.
| Auditor Firm Id: 34 | Auditor Name: Deloitte & Touche LLP | Auditor Location: Tempe, AZ USA |
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INDEX
| Page | ||
|---|---|---|
| Cautionary Note Regarding Forward-Looking Statements | 3 | |
| PART I | ||
| Item 1. | Business | 4 |
| Item 1A. | Risk Factors | 12 |
| Item 1B. | Unresolved Staff Comments | 20 |
| Item 1C. | Cybersecurity | 20 |
| Item 2. | Properties | 21 |
| Item 3. | Legal Proceedings | 21 |
| Item 4. | Mine Safety Disclosures | 21 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 22 |
| Item 6. | Reserved | 23 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 32 |
| Item 8. | Financial Statements and Supplementary Data | 33 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 78 |
| Item 9A. | Controls and Procedures | 78 |
| Item 9B. | Other Information | 79 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 79 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 80 |
| Item 11. | Executive Compensation | 80 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 80 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 80 |
| Item 14. | Principal Accountant Fees and Services | 80 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 81 |
| Item 16. | Form 10-K Summary | 84 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
In this Annual Report on Form 10-K (this “Form 10-K”), unless otherwise stated or as the context otherwise requires, references to “we,” “us,” “our,” “the Company,” and “Pursuit” refer to Pursuit Attractions and Hospitality, Inc. and our consolidated subsidiaries.
Except for any historical information contained herein, the matters discussed or incorporated by reference in this Form 10-K contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information, available as of the date hereof which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our contemplated future prospects, developments and business strategies.
Words, and variations of words, such as “aim,” “anticipate,” “believe,” “could,” “deliver,” “estimate,” “expect,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “seek,” “target,” “will,” and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, initiatives, intentions, or goals also are forward-looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements. Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to:
•general economic and geopolitical uncertainty in key global markets and a worsening of global economic conditions;
•the seasonality of our businesses;
•the competitive nature of the industries in which we operate;
•travel industry disruptions;
•changes in consumer tastes and preferences for recreational activities;
•natural disasters, weather conditions, and other catastrophic events;
•accidents and adverse incidents at our hotels and attractions;
•the sufficiency and cost of insurance coverage;
•the impact of our borrowings, including our revolving credit facility, on our operational and financial flexibility;
•risks of new capital projects not being commercially successful;
•our ability to fund capital expenditures, or our ability to deploy capital in line with our strategic objectives;
•our ability to successfully integrate and achieve anticipated benefits from acquisitions;
•unknown or contingent liabilities from acquisitions;
•failure to adapt to technological developments or industry trends;
•our inability to realize the strategic, financial and operational benefits from the sale of the Company’s Flyover Attractions (as defined herein);
•potential increases in operating expenses;
•conducting business globally, including the impact of regulatory regimes in geographies where we operate or may expand;
•our exposure to currency exchange rate fluctuations;
•liabilities relating to prior and discontinued operations;
•the importance of key personnel to our business;
•the impact of labor shortages;
•our exposure to cybersecurity attacks and threats, including the impact of fraud;
•compliance with laws governing the storage, collection, handling, and transfer of personal data and our exposure to legal claims and fines for data breaches or improper handling of such data;
•compliance with foreign data privacy laws that apply to our activities;
•our exposure to litigation in the ordinary course of business;
•changes in federal, state, local or foreign tax laws;
•our ability to comply with extensive environmental requirements;
•risks related to ownership of our common stock; and
•other risks and uncertainties included under Part I, Item 1A of this Form 10-K.
For a more complete discussion of the risks and uncertainties that may affect our business or financial results, see “Risk Factors” (Part I, Item 1A of this Form 10-K). Given these risks and uncertainties, users of this information should not place undue reliance on these forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, our information may be incomplete or limited and we cannot guarantee future results. Any forward-looking statements in this Form 10-K are made as of the date hereof and reflect our current views. We expressly disclaim and do not undertake any obligation to update or revise any forward-looking statement in this Form 10-K for any reason, even if new information becomes available in the future, except as required by applicable law or regulation.
| Flyover Attractions<br><br>Flyover is an immersive experience of awe and wonder, transporting guests through the world’s most epic places through exhilarating flying journeys. The attraction utilizes flight motion seats engineered to swoop, dip and turn, giving guests a feeling of flight while a 65-foot spherical screen provides guests with an unparalleled flight across iconic locations and natural landscapes. Special effects, including wind, mist and scents, create an unforgettable entertainment experience. On January 21, 2026, Pursuit entered into a definitive agreement to sell all of its Flyover attractions (the “Flyover Attractions”) to Brogent Technologies Inc. (“Brogent”) for approximately $78.4 million in cash, subject to post-closing adjustments (the “Flyover Attractions Sale”). See Note 21 – Subsequent Event to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information. |
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| Sky Lagoon<br><br>Sky Lagoon, Iceland’s stunning oceanfront geothermal lagoon takes guests on a wellness journey rooted in Icelandic heritage through its Skjól Ritual experience. Located in Kársnes Harbour, Kópavogur, just minutes from Reykjavík, Sky Lagoon features a 70-meter (230 ft) infinity-edge lagoon highlighted by awe-inspiring sunsets, Northern Lights and dark sky views. Additionally, the expanded Skjól Ritual and Turf House opened in 2024. |
| Tabacón<br><br>Tabacón Thermal Resort & Spa (“Tabacón”) is an eco-luxury resort spanning 570 acres of rainforest which features two thermal river attractions, located in the Arenal region of Costa Rica. Tabacón features 105 rooms, an internationally renowned spa, and signature culinary experiences. Tabacón’s two thermal river attractions offer protected access to naturally flowing hot springs. Set against a lush backdrop, the resort’s winding rivers, cascading waterfalls and thoughtfully designed pools deliver a tranquil, immersive wellness experience. |
Our collection of experiences focuses on three distinct lines of business: Attractions (including food and beverage services and retail operations); Hospitality (including food and beverage services and retail operations); and Transportation.
Attractions
BANFF JASPER COLLECTION
Banff Gondola transports visitors to an elevation of over 7,000 feet above sea level to the top of Sulphur Mountain in Banff, Alberta, Canada offering an unobstructed view of the Canadian Rockies and overlooking the town of Banff and Bow Valley. The Banff Gondola was a 2025 Trip Advisor Travelers’ Choice award winner. The Sky Bistro restaurant, which is located at the top of the Banff Gondola, was rated in the top 100 restaurants in Canada by OpenTable in 2024.
Lake Minnewanka Cruise provides guests a unique sightseeing experience through interpretive boat cruises on Lake Minnewanka in the Canadian Rockies. The Lake Minnewanka Cruise operations are located adjacent to the town of Banff and include boat tours, small boat rentals, and charter fishing expeditions. The Lake Minnewanka Cruise was a 2025 Trip Advisor Travelers’ Choice award winner.
Columbia Icefield Adventure and Ice Odyssey Experience is a tour of the Athabasca Glacier on the Columbia Icefield, which provides guests a view of one of the largest accumulations of ice and snow south of the Arctic Circle. Guests ride in giant “Ice Explorers,” a unique vehicle specially designed for glacier travel, along with a smaller, more intimate Ice Odyssey experience. The Columbia Icefield Adventure was a 2025 Trip Advisor Travelers’ Choice award winner.
Columbia Icefield Skywalk is a 1,312-foot guided interpretive walkway with a 98-foot glass-floored observation area overlooking the Sunwapta Valley, near our Columbia Icefield Adventure attraction in Jasper National Park, Alberta, Canada.
Maligne Lake Cruise provides interpretive boat tours at Maligne Lake, the largest lake in Jasper National Park, Alberta, Canada. In addition to boat tours, Maligne Lake has a marina and day lodge that offers food and beverage and retail services, an historic chalet complex and boat house that offers canoes, kayaks, and rowboats for rental. The Maligne Lake Cruise was a 2025 Trip Advisor Travelers’ Choice award winner.
Golden Skybridge is located in the mountain town of Golden, British Columbia, which is 90 minutes from Banff. It consists of two suspension bridges that are connected through forested trails. The upper skybridge is 426 feet above the canyon floor while the lower skybridge is 262 feet above the canyon floor. The attraction also includes a zip line, a canyon challenge course, and a mountain coaster. The Golden Skybridge was a 2025 Trip Advisor Travelers’ Choice award winner.
Open Top Touring is a guided sightseeing tour of Banff with a historic twist. Guests ride in a custom-made, open-topped automobile inspired by local tours from the 1930s. Open Top Touring was a 2025 Trip Advisor Travelers’ Choice award winner.
Jasper SkyTram ascends 2,263 meters (8,081 feet) up Whistlers Mountain, in Jasper National Park, where guests enjoy breathtaking 360-degree views. On-site amenities include an interpretive boardwalk, easy access to hiking trails, and light culinary options. Jasper SkyTram was a 2025 Trip Advisor Travelers’ Choice award winner.
ALASKA COLLECTION
Kenai Fjords Tours is a wildlife, whale watching, and glacier cruise, offering guests unforgettable sights of towering glaciers, humpback and grey whales, orcas, arctic birdlife, sea lions, seals, and porpoises in Kenai Fjords National Park. Tours range from a few hours to full days, with some tours including a culinary experience and visit to Fox Island. Kenai Fjords Tours was a 2025 Trip Advisor Travelers’ Choice award winner.
GLACIER PARK COLLECTION
Glacier Raft Company provides guided fishing and river rafting trips in West Glacier, Montana. Glacier Raft Company was a 2025 Trip Advisor Travelers’ Choice award winner.
FLYOVER ATTRACTIONS
Our Flyover Attractions includes Flyover Canada, Flyover Iceland, Flyover Las Vegas, and Flyover Chicago. These attractions transport guests to the world’s most epic places through exhilarating flying journeys. Flyover Canada is located along Vancouver’s waterfront in the heart of downtown and was a 2025 Trip Advisor Travelers’ Choice award winner. Flyover Iceland is located in Reykjavik’s Grandi Harbour District and was a 2025 Trip Advisor Travelers’ Choice award winner. Flyover Las Vegas is located on the famed Las Vegas strip in Las Vegas, Nevada and was a 2025 Trip Advisor Travelers’ Choice award winner. Flyover Chicago is the newest Flyover attraction, which opened on March 1, 2024, and is located near the front entrance of Chicago’s historic Navy Pier. On January 21, 2026, Pursuit entered into a definitive agreement to sell the Flyover Attractions to Brogent for approximately $78.4 million in cash, subject to customary post-closing adjustments. See Note 21 – Subsequent Event to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.
SKY LAGOON
Sky Lagoon is a 230-foot premium oceanfront geothermal lagoon that is located in Kársnes Harbour, Kópavogur, just minutes from Reykjavik. Sky Lagoon showcases expansive ocean vistas punctuated by awe-inspiring sunsets, Northern Lights, and dark sky views. For 2025, Sky Lagoon was a Trip Advisor Travelers’ Choice award winner; was named as one of the world’s most extraordinary spas by Newsweek; and received a gold-class rating by Vakinn, the quality and environmental certification for Icelandic Tourism.
TABACÓN
Tabacón attractions include a hot springs attraction alongside the resort & spa, as well as the nearby Hot Springs Pura Vida attraction, which provides broader access to the thermal river. In 2025, Tabacón was a Trip Advisor Travelers’ Choice award winner for top luxury and overall hotels in Costa Rica and Central America and was a nominee for Best Destination Spa by Travel + Leisure.
Hospitality
<br><br>BANFF JASPER COLLECTION |
<br><br>GLACIER PARK COLLECTION |
<br><br>ALASKA COLLECTION |
<br><br>TABACÓN |
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| The Banff Jasper Collection offers approximately 1,220 rooms across the below properties: | The Glacier Park Collection offers approximately 630 rooms across the below properties: | The Alaska Collection offers approximately 520 rooms across the below properties: | Tabacón Thermal Resort & Spa offers 105 rooms (2025 Trip Advisor Travelers’ Choice Best of the Best). |
| <ul><li><span>Elk + Avenue Hotel *</span></li><li><span>Forest Park Woodland</span></li><li><span>Lobstick Lodge</span></li><li><span>Mount Royal Hotel *</span></li><li><span>Chateau Jasper Hotel</span></li><li><span>The Crimson Hotel *</span></li><li><span>Forest Park Alpine</span></li><li><span>Marmot Lodge</span></li><li><span>Pyramid Lake Lodge</span></li><li><span>Miette Mountain Cabins</span></li><li><span>Glacier View Lodge *</span></li><li><span>Prince of Wales Hotel *</span></li></ul> | <ul><li><span>Glacier Park Lodge</span></li><li><span>Grouse Mountain Lodge</span></li><li><span>St. Mary Village</span></li><li><span>Apgar Village Lodge & Cabins</span></li><li><span>Glacier Basecamp Lodge</span></li><li><span>Belton Chalet </span></li><li><span>Motel Lake McDonald</span></li><li><span>West Glacier RV Park & Cabins </span></li><li><span>Paddle Ridge *</span></li><li><span>West Glacier Village</span></li><li><span>Apgar Lookout Retreat</span></li></ul> | <ul><li><span>Seward Windsong Lodge *</span></li><li><span>Talkeetna Alaskan Lodge *</span></li><li><span>Denali Cabins (Diamond accreditation from AAA in 2025)</span></li><li><span>Denali Backcountry Lodge (awarded #2 Remote Alaskan Lodge in 2025 from USA TODAY)</span></li><li><span>Kenai Fjords Wilderness Lodge (awarded #5 Remote Alaskan Lodge in 2025 from USA TODAY)</span></li></ul> |
*2025 Trip Advisor Travelers’ Choice award winner
Transportation
BANFF JASPER COLLECTION
Banff Jasper transportation operations include tours, airport shuttle services, and seasonal charter motorcoach services. The tours include seasonal half-day and full-day tours from Calgary, Banff, Lake Louise, and Jasper, Canada, which bring guests to the most scenic areas of Banff, Jasper, and Yoho National Parks. The charter business operates a fleet of luxury motorcoaches, available for groups of any size, for travel throughout the Canadian provinces of Alberta and British Columbia during the winter months.
ALASKA COLLECTION
Alaska transportation includes a Denali Backcountry Adventure, which is a unique photo safari tour 92 miles deep into Denali National Park. The Denali Park Road has been closed to traffic since 2021 due to a landslide. We plan to reopen the Denali Backcountry Adventure to guests in 2027, to coincide with the anticipated national park road reopening.
Recent Developments
Flyover Attractions Sale
On January 21, 2026, Pursuit entered into a definitive agreement to sell the Flyover Attractions to Brogent for approximately $78.4 million in cash, subject to customary post-closing adjustments. See Note 21 – Subsequent Event to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.
Tabacón Acquisition
On July 1, 2025, we entered into a Share Purchase Agreement with the shareholders of Inversiones Turísticas Arenal, S.A. (“ITA”), pursuant to which we acquired all of the issued and outstanding shares of ITA. 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. Tabacón features 105 rooms, an internationally renowned spa, and signature culinary experiences. See Note 4 – Acquisitions to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information. The financial results of Tabacón are consolidated in our financial statements prospectively from the date of acquisition.
Viad Corp Transformation into Pursuit
Pursuit (formerly “Viad Corp”) entered into an Equity Purchase Agreement with TL Voltron, LLC, a Delaware limited liability company (“Truelink Capital”), pursuant to which Truelink Capital agreed to purchase all of the outstanding equity interests held by the Company in its subsidiaries comprising the Company’s former GES Exhibitions and Spiro reportable segments (the “GES Business”). During the year ended December 31, 2024, we completed the sale of the GES Business to Truelink Capital (the “GES Sale”) and relaunched Viad Corp as Pursuit. We began trading under a new NYSE ticker symbol, “PRSU”, on January 2, 2025.
The aggregate purchase price was $535 million, consisting of a base purchase price of $510 million, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses, and a deferred purchase price of $25 million payable by Truelink Capital to the Company one year after the closing date (which was received by Pursuit during the year ended December 31, 2025). We determined that the GES Sale met the criteria to be classified as a discontinued operation. Accordingly, we have accounted for the GES Business as a discontinued operation in this Form 10-K. All amounts and disclosures for all periods presented reflect only the continuing operations of the Company unless otherwise noted. See Note 5 – Discontinued Operations to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.
Seasonality
Peak activity for the majority of our operations historically occurs during the summer months. However, our recent acquisition of Tabacón represents an operation which we expect will generate revenue more evenly over the course of the calendar year. During the year ended December 31, 2025, 79% of our revenue was earned in the second and third quarters.
Competition
We generally compete based on location, uniqueness of facilities, service, quality, and price. Competition exists both locally and regionally across all three lines of business. The hospitality industry has a large number of competitors for leisure travelers (both individual and tour groups) across the U.S., Canada, Iceland, and Costa Rica. Our properties compete within their geographic markets with hotels and resorts that include locally-owned independent hotels, as well as facilities owned or managed by national and international chains. We believe our competitive advantages are our distinctive attractions, iconic destinations, and strong culture of hospitality and guest services.
Vision and Growth Strategy
Our vision is to become the world’s leading provider of attraction and hospitality experiences through our Refresh, Build, Buy growth strategy:
| Refresh | Refreshing and improving our existing assets and processes to optimize the guest and team member experience, market position, and maximize returns |
|---|---|
| Build | Building new assets to create new guest experiences and additional revenue streams with economies of scale and scope |
| Buy | Buying strategic assets that drive guest experience, economies of scale and scope, and improve financial performance |
We continue to search for opportunities to acquire or to build high-return tourism assets in iconic natural and cultural destinations that enjoy perennial demand, bring meaningful scale and market share, and offer cross-selling advantages with a combination of attractions and hotels. For the year ending December 31, 2026, subject to approvals, we plan to make the following investments as a part of our Refresh, Build, Buy growth strategy.
Jasper SkyTram (Jasper National Park) - Planned investments to replace aged experiential infrastructure with a renewed, iconic Jasper sightseeing experience.
Banff Gondola (Banff National Park) - Planned investments to make experiential enhancements improving all aspects of the guest journey at this iconic attraction.
Denali Backcountry Adventure Relaunch (Denali National Park) - Planned enhancements to reimagine the guided guest journey experience into Denali National Park returning it to readiness ahead of the planned Denali Park Road reopening in 2027.
Forest Park Hotel Woodland Wing (Jasper National Park) - Phased refresh is designed to better align the property with mass affluent leisure demand in Jasper National Park. The first phase was completed ahead of the 2025 peak third quarter and delivered a 22% ADR increase versus nonrenovated rooms in the second half of the year, with the next phase underway and expected to be completed ahead of the 2026 peak season.
Grouse Mountain Lodge (Whitefish, Montana) - Phased transformation will reposition the property for higher end lodging and event demand creating a compelling differentiated offering for Glacier National Park visitors. The first phase, which has commenced, includes upgrades to guest rooms and pool area and the addition of the new event pavilion, with completion expected in 2026.
Lobstick Lodge Refresh (Jasper National Park) - Planned investments to improve and reposition the year-round lodge to capitalize on high market demand from both consumer and tour and travel segments.
Additionally, recently completed acquisitions as a part of our Refresh, Build, Buy growth strategy include:
- Acquisition of Tabacón (2025)
- Acquisition of Jasper SkyTram (2024)
- Acquisition of Montana House in Apgar Village (2024)
- Acquisition of Eddie’s Cafe & Mercantile and the Apgar Lookout Retreat (2024)
Marketing and Sales
Pursuit’s sales, marketing, and brand strategy is designed to capture demand for our portfolio of iconic attractions and hospitality experiences across the U.S., Canada, Iceland, and Costa Rica, while leveraging the strength of our collections to maximize the total value of each guest itinerary during their time in each market. We believe this approach strengthens the Pursuit brand while preserving and elevating the distinct character of each destination.
Grounded in guest insights, we develop and deliver true-to-place experiences that reflect the distinctive spirit of each location and align with our focus on inspiring, unforgettable travel. Demand generation is driven through integrated, multi-channel marketing and communications that engage priority guest segments at key trip-planning moments, leveraging paid, earned, and owned channels to improve relevance, efficiency, and return on marketing investment.
Our digital-first commercial ecosystem is designed to reduce friction throughout the discovery, planning, and booking journey, while our central reservations team supports high-intent guest booking completion and drives incremental revenue through informed up-sell and cross-sell moments. This approach complements our diversified distribution strategy, which balances consumer-direct demand with online travel platforms, group booking, and travel trade partnerships that support consistent, predictable, multi-season and international visitation.
Our demand-building and commercial efforts also support Pursuit’s Refresh, Build, Buy growth strategy by accelerating demand for renovated assets, introducing new experiences to market, and connecting new acquisitions into the broader portfolio. Monitoring of demand signals and performance indicators, along with a disciplined pricing and distribution strategy, dynamic inventory management, and channel optimization, further enhance revenue performance across our business.
Guest feedback and online reviews provide critical insight into guest experience quality, guiding continuous improvement while amplifying organic brand awareness through guest advocacy. We believe these efforts collectively reinforce Pursuit’s position as a best-in-class owner and operator of unforgettable experiences in iconic destinations, supporting resilient demand, profitable growth, and long-term shareholder value.
Government Regulation and Compliance
The principal rules and regulations affecting our day-to-day business relate to our employees (such as regulations implemented by the Occupational Safety and Health Administration, equal employment opportunity laws, guidelines implemented pursuant to the Americans with Disabilities Act, and general federal and state employment laws), unionized labor, U.S. and Canadian regulations relating to national parks (such as regulations established by Parks Canada, the U.S. Department of the Interior, and the U.S. National Park Service), U.S. and Canadian regulations relating to boating (such as regulations implemented by the U.S. Coast Guard and Canadian Coast Guard and state boating laws), transportation (such as regulations promulgated by the U.S. Department of Transportation and its state counterparts), and consumer and employee privacy regulations implemented by agencies in the jurisdictions where we operate.
Our businesses are subject to federal, state, and local environmental regulations. Compliance with these provisions, and environmental stewardship generally, is key to our ongoing operations. To date, these provisions have not had, and we do not expect them to have, a material effect on our results of current and discontinued operations.
Human Capital
At Pursuit, our people drive our success. We work hard every day to foster a culture that respects, encourages and celebrates our talent.
We have four core values: (1) Safety First; (2) Honor Place; (3) Anticipate; and (4) Bring Your Best. We make deep commitments to these values by prioritizing the safety, well-being, and engagement of our team members.
Team members
As of December 31, 2025, we had approximately 2,100 team members across four countries, excluding seasonal or temporary team members. We hire approximately 2,500 seasonal team members during the peak operating seasons of our businesses.
Our culture of respect
Our team members join us from across the globe. We take pride in the diverse representation of cultures and experiences team members bring to us, whether it is for one season or a lifetime career.
Our goal is to provide a supportive and respectful experience for our team members each day. To do this, and to understand our team’s experiences, we conduct biannual team member engagement surveys. These surveys help shape the actions we take to improve our teams’ experiences, from training and development programs to enablement initiatives.
Rewards and performance management
Our leadership team is deeply committed to the development of our team members and leaders. As part of our commitment, we have developed a leadership development program called the Leader’s Journey to equip leaders with skills, frameworks, and tools to grow themselves, their teams, and Pursuit. In addition to this program, we provide a variety of training, learning, and development opportunities throughout the year, which are both specific to a team member’s position and in relevant workforce skills.
Beyond base salary, we offer a range of benefit offerings to full-time team members ranging from health and wellness to financial. We provide opportunities for our team members to grow professionally with ongoing training and internal mobility and prioritize internal promotions. We utilize structured one-on-ones and an annual performance management process to provide our team members with feedback for growth, which provides a framework to equitably evaluate and maximize performance.
Workplace safety
Our Safety Promise is our commitment to the safety and well-being of our team members and guests. Through this program, we ensure that everyone feels safe when visiting or working at our experiences. With Safety First being our number one core value, we are committed to maintaining strong standards of health and safety policies and practices.
We prioritize our responsibility to maintain a safe and healthy work environment and see strong team engagement scores related to our safety commitment and team member awareness and knowledge. We take immediate action to correct unsafe or hazardous conditions; we promptly respond to and report work-related accidents and injuries in accordance with established procedures and applicable laws; we strive to follow all established regulations related to safety; and we educate and train our team members to ensure they understand the risks, know how to handle hazards safely, and are familiar with available information for all hazardous materials used and situations they may experience at their workplace.
Always honest compliance and ethics program
We are committed to a culture of high ethical standards. Our Always Honest Compliance and Ethics Program, with the full support of our Board of Directors, guides our team members to act honestly, ethically, and in compliance with the law (the “Ethics Program”).
To educate, support, and guide the behaviors of our global workforce, we facilitate annual Anti-Harassment and Discrimination, Ethical Leadership, and Ethical Behavior training through our Ethics Program.
We do not discriminate against team members or applicants based on race, color, age, disability, ethnicity, citizenship, religion, sex, national origin, sexual orientation, genetics or genetic information, or any other categories protected by applicable law. We are committed to equal opportunity in all our employment activities, including, but not limited to, recruitment, hiring, compensation, determination of benefits, training, promotion, and discipline. We also provide reasonable accommodations to disabled persons, so all team members can achieve success in the workplace.
Community involvement
Our Promise to Place program demonstrates our commitment to the guests we serve and the communities we operate in. Team engagement initiatives, such as community events and volunteer matching programs, foster a positive workplace culture while strengthening our connections with the communities where we live and work. The following are recent highlights of our commitment to community:
- Following the 2024 wildfires in Jasper, Pursuit joined other tourism partners in a collective pledge of more than $5.5 million CAD to support community recovery and long-term revitalization, including $3.0 million CAD (approximately $2.1 million USD) committed by Pursuit. Portions of this funding were intended to support local businesses and sustainable tourism recovery efforts;
- Pursuit re-signed the Bow Valley Workplace Inclusion Charter, reinforcing its commitment to inclusive workplace practices in Banff and Jasper. In 2025 these actions earned Gold status—an achievement reached by only a small number of participating organizations;
- Through the GreenStep EcoFund, Pursuit advanced energy efficiency initiatives in 2025, including LED retrofits, insulation and window upgrades, and waste audits across multiple properties. These projects are intended to reduce resource use and inform future sustainability investments;
- Across Pursuit, 150 leaders attended 2SLGBTQIA+ Inclusivity Training online and in person;
- In Alaska, Pursuit continued its long-standing partnerships with organizations such as the Alaska SeaLife Center, and WhaleSENSE, contributing funding and in-kind support to marine research, wildlife care, and conservation programs connected to coastal and marine tourism;
- In Montana, Pursuit led an initiative to improve internet connectivity at West Glacier Elementary School, providing access to high-speed internet and supporting local educational infrastructure in a rural gateway community;
- In Vancouver, team members at Flyover Canada participated in the Vancouver Police Department’s Safe Place Program, supporting safe and inclusive environments for 2SLGBTQIA+ team members and guests;
- At Sky Lagoon in Iceland, Pursuit maintained Vakinn environmental and quality certification in 2025, a nationally recognized standard that evaluates sustainability practices, safety, and operational quality within Iceland’s tourism sector;
- In Costa Rica, Tabacón’s Reconocimiento a la Excelencia Educativa program and targeted infrastructure investments supported academic excellence in La Fortuna by recognizing students and educators, strengthening school facilities, and providing school supplies to more than 600 students—approximately 10% of the regional student population;
- In partnership with public and private organizations, we advanced community health and safety in Costa Rica by leading the Community Health Fair for a second consecutive year and donating emergency response and first-aid equipment to local schools;
- Tabacón supported cultural preservation, youth engagement, and community well-being by investing in local music and dance programs, youth initiatives serving vulnerable populations, and community sports organizations that strengthen local and national identity. The team also strengthened emergency preparedness and workforce readiness by earning first place for the third consecutive year in the National Brigade Challenge and participating in the La Fortuna Brigade Challenge, integrating technical training with community-centered service; and
- Finally, through the Thermalism and Sustainability Training Program, we advanced sustainability education by hosting educational visits for eight local schools in 2025, benefiting more than 200 students, youth, and educators at the Hot Springs Pura Vida Thermal Tourist Center.
Available Information
The Company was incorporated in Delaware in 1991. Our common stock trades on the New York Stock Exchange under the symbol “PRSU.”
Our website address is www.pursuit.com. All of our Securities and Exchange Commission (“SEC”) filings, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, are available free of charge on our website as soon as reasonably practicable after we electronically file that material with, or furnish it to, the SEC. We also use our website as a means of disclosing additional information, including for complying with our disclosure obligations under the SEC’s Regulation FD (Fair Disclosure). The information contained on our website is neither a part of, nor incorporated by reference into, this Form 10-K. Materials filed with or furnished to the SEC are also made available on its website at www.sec.gov.
ITEM 1A. Risk Factors
Our operations and financial results are subject to known and unknown risks. As a result, past financial performance and historical trends may not be reliable indicators of our future performance.
Risks Related to our Business and Industry
We are vulnerable to deterioration in general economic conditions and geopolitical uncertainty. Our business is particularly sensitive to fluctuations in general economic conditions in the U.S. and other global markets in which we operate. A decline in global or regional economic conditions, or consumers’ fears that economic conditions will decline, whether due to fluctuations in inflation, interest rates, currency exchange rates, or other economic or geopolitical uncertainties, travel disruptions, pandemics, employment and unemployment rates, fluctuations in stock markets, the impacts of trade policies including tariffs, contraction of credit availability, or other dynamic factors, could cause a decline in consumer spending, in particular on leisure travel and related attractions. Consumer preferences tend to shift to lower-cost alternatives during periods of economic recession and other periods in which disposable income is adversely affected which could result in lower revenue from reduced discretionary spending by guests on leisure travel. Additionally, during periods of high inflation and associated elevated interest rates, our operating expenses and interest expense on our variable rate debt will increase. Additional impacts of these macroeconomic developments on our operations cannot be predicted with certainty and deterioration in general economic conditions could materially and adversely affect our business, financial condition, and results of operations.
The seasonality of our business makes us particularly sensitive to adverse events during peak periods. The peak activity for our business is during the summer months, as the vast majority of our revenue is earned in the second and third quarters. If adverse events or conditions occur during these peak periods, including natural disasters such as wildfires, hurricanes, or volcanic eruptions, or similar events which render our properties unusable or otherwise deter traffic to locations where our properties are situated, our results of operations could be materially and adversely affected. For example, on July 22, 2024, Jasper National Park was closed and evacuated due to wildfire activity. This incident had a negative effect on visitation to our lodging properties in Jasper National Park as well as the Maligne Lake Cruise and the Columbia Icefield attractions (including the Columbia Icefield Adventure and Columbia Icefield Skywalk) during the peak 2024 tourist season in Jasper National Park.
We operate in a highly competitive and dynamic industry. Competition in the attractions and hospitality industry is driven by price and service quality, among other factors. We may be impacted by increases in capacity in the hospitality industry, which may result in capacity growth beyond demand, either globally or for a region, or for a particular itinerary. We compete for guests at our hotels and for customers of our attractions, based primarily on brand name recognition and reputation, location, customer satisfaction, attraction and room rates, quality of service, amenities, quality of accommodations, security, our cancellation policy, and access to preferred-rate hotel inventory. Some of our competitors also have greater financial and marketing resources than we do, which could allow them to reduce their rates, offer greater convenience, services or amenities, build new hotels in direct competition with our existing hotels, improve their properties or expand and improve their marketing efforts, all of which could adversely affect the ability of our hotels to attract prospective guests and materially and adversely affect our revenues and profitability as well as limit or slow our future growth. To the extent competitors seek to gain or retain market presence, including through aggressive underpricing strategies, we may be required to lower our prices and rates to avoid the loss of related business. If we are unable to anticipate and respond as effectively as our competitors to changing business conditions, including new technologies and business models, we could lose market share and/or our results of operations could be materially and adversely affected.
Furthermore, our success depends on the strength and continued development of our brand and the effectiveness of our brand strategies. Failure to protect or differentiate our brand from our competitors throughout the attractions and hospitality industry or our inability to meet the challenges presented by the competitive and dynamic environment of our industry could materially and adversely affect our results of operations. Our results of operations may also be adversely affected if we fail to provide satisfactory customer service.
We also, at times, compete for acquisitions with others, which could limit the number of suitable investment opportunities and/or increase the bargaining power of property owners seeking to sell to us, making it more difficult for us to acquire new properties on attractive terms or on the terms contemplated in our business strategy.
Travel industry disruptions, particularly those affecting the hotel and airline industries, could adversely affect our business. Our business depends largely on the ability and willingness of people to travel. Factors adversely affecting the leisure travel industry, and particularly the airline and hotel industries, generally also adversely affect or otherwise disrupt our business and results of operations. Factors that could adversely affect the travel industry include high or rising fuel prices, lower levels of consumer discretionary spending, domestic or international political and economic instability which could result, among other things, in prolonged and/or persistent government shutdowns during our peak operating seasons, acts of terrorism, weather conditions, pandemics and other health epidemics or emergencies, and airline accidents. For example, our business, operations, and financial results were negatively impacted by dramatically reduced travel and demand for travel-related services resulting from lockdowns and other restrictions related to the COVID-19 pandemic. A decline in travel-related consumer discretionary spend, or the occurrence of other pandemic or geopolitical events or
hostilities that affect the availability and pricing of air travel and accommodations, could materially and adversely affect our business and results of operations.
We could be adversely affected by changes in consumer tastes and preferences for recreational activities. The success of our business depends substantially on consumer tastes and preferences that can change in often unpredictable ways and on our ability to ensure that our offerings meet the changing preferences and expectations of the broad consumer market. We conduct research and analysis before acquiring new properties or attractions and often invest substantial amounts before we learn the extent to which these will earn consumer acceptance. If visitor volumes at our properties were to decline significantly or if new offerings at our attractions do not achieve sufficient consumer acceptance, revenue and margins may decline.
Natural disasters, weather conditions and other catastrophic events could negatively affect our business. The occurrence of catastrophic events ranging from natural disasters (such as hurricanes, wildfires, floods, droughts, tornadoes, volcanic eruptions, and earthquakes), acts of war or terrorism, the effects of extreme or unpredictable weather conditions or patterns, or the prospect of these events could disrupt our business. The effects of climate change may increase the frequency and intensity of adverse weather patterns and make certain destinations less desirable in the future. Such catastrophic events have had, and could in the future have, an adverse impact on our business, which is heavily dependent on the ability and willingness of our guests to travel and/or visit our attractions. Our guests tend to delay or postpone vacations if natural conditions differ from those that typically prevail at competing lodges, resorts, and attractions, and catastrophic events and heightened travel security measures instituted in response to such events could impede the guests’ ability to travel and interrupt our business operations, including damaging our properties. For example, the 2024 wildfire activity in Jasper National Park had an adverse impact on our business and operations during the year ended December 31, 2024.
There is a risk of accidents and other adverse incidents occurring at our hotels or attractions which, along with adverse publicity concerning the same, may reduce attendance and negatively impact our operations. Our brand and our reputation are among our most important assets. Our ability to attract and retain customers depends, in part, upon the external perceptions of the Company, the quality and safety of our hotels and attractions and our corporate and management integrity. While we carefully maintain the safety of our attractions, there are inherent risks involved with certain of these attractions. An accident or an injury at any of our hotels or attractions, particularly an accident or injury involving the safety of guests and employees, could negatively impact our brand or reputation, cause loss of consumer confidence, reduce attendance at our properties, and negatively impact our results of operations. For example, there was an accident in July 2020 at our Columbia Icefield Adventure attraction, which involved one of our off-road Ice Explorers and resulted in three fatalities and other serious injuries. In addition, unfavorable media attention, or negative publicity, in the wake of any accident or other adverse incident could damage our reputation or reduce the demand for our services. The continued expansion in the use and influence of social media has compounded the potential scope of negative publicity that could be generated. The occurrence of any accident or other adverse incident could also lead to litigation or governmental investigations, or damage our reputation. If the conditions arising from such events persist or worsen, they could materially and adversely affect our results of operations and financial condition.
Our insurance coverage may not be adequate to cover all possible losses that we could suffer, and our insurance costs may increase. Although we carry liability insurance to cover possible incidents, there can be no assurance that our insurance coverage will be sufficient to cover the full extent of all losses or liabilities, that we will be able to obtain coverage at commercially reasonable rates, or that we will be able to obtain adequate coverage should a catastrophic incident occur at our attractions or hospitality properties. We may be sued for substantial damages in the event of an actual or alleged incident. An incident occurring at our attractions or hospitality properties could reduce visitation, increase insurance premiums, and could materially and adversely affect our business and results of operations.
Our borrowings, including under our revolving credit facility, could limit our operational and financial flexibility and make us more vulnerable to adverse economic conditions. In 2025, we entered into and subsequently amended a credit agreement (the “2025 Credit Agreement”), which includes a $300 million revolving credit facility (the “2025 Revolving Credit Facility”). As of December 31, 2025, we had $87.4 million of indebtedness outstanding under the 2025 Revolving Credit Facility. As a result of our indebtedness, we are required to make interest and principal payments on our borrowings, which are significant. These payments reduce our cash available for operations or other investment opportunities, which could limit our ability to respond to market conditions or take advantage of potential acquisitions and strategic investments.
In addition, our ability to execute on our strategy depends in substantial part on the availability of adequate borrowings on favorable terms, including under our 2025 Revolving Credit Facility and any potential future indebtedness. Our ability to draw on our 2025 Revolving Credit Facility depends on our ability to remain in compliance with certain financial covenants which is subject, in part, to various risks, uncertainties, and events beyond our control, including but not limited to the impact of adverse economic conditions (including fluctuations in inflation and interest rates or a recession), public health crises, and other factors described herein. The terms of any future indebtedness we may incur may include similar, or potentially more restrictive, financial covenants. If we are unable to maintain compliance with our current or future financial covenants, our lenders may exercise remedies against us, including the acceleration of any outstanding indebtedness. Under this circumstance, we might not have sufficient funds or other resources to satisfy all of our obligations, which could materially and adversely affect our business and results of operations.
New capital projects, including hotel and attraction development, acquisition, expansion, repositioning, and rebranding will be subject to risks and may not be commercially successful. As part of our strategy, we intend to become a leading attractions and hospitality company through our Refresh, Build, Buy initiatives. As part of these initiatives, from time to time, we pursue capital projects in order to enhance, expand, and elevate our business, as well as other efforts to upgrade and update some of our offerings. We may develop, acquire, expand, reposition, or rebrand our offerings from time to time as suitable opportunities arise, taking into consideration general economic conditions. Capital projects are subject to a number of risks, including the failure to achieve established financial and strategic goals. To the extent that we decide to develop, acquire, expand, reposition, or rebrand hotels and attractions, we could be subject to risks associated with, among others, construction delays or cost overruns, including due to inflationary pressures or changes in foreign exchange rates; receipt of zoning, occupancy, and other required governmental permits and authorizations; strikes or other labor issues; development costs incurred for projects that are not pursued to completion; investment of substantial capital without, in the case of developed or repositioned hotels and attractions, immediate corresponding income; and changes in tax laws or regulations that may increase project costs. Moreover, because of the nature of our business, properties, and assets, we may be subject to goodwill impairment, which could be significant. For example, our Flyover Attractions are all considered one reporting unit and goodwill is assigned to, and tested at, the reporting unit level. As a result of our prior year long-lived assets and goodwill impairment analysis performed as of October 31, 2024, we determined that the carrying value of certain assets at our Las Vegas Flyover attraction asset group were not recoverable and were in excess of fair value, and we recorded asset impairment charges of $27.5 million. Additionally, we recorded a non-cash goodwill impairment charge of $14.0 million associated with our Flyover Attractions reporting unit. On January 21, 2026, we announced the Flyover Attractions Sale. See Note 21 – Subsequent Event to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information. Significant reductions in expected future revenue, operating income, or cash flow forecasts and projections, or changes in macroeconomic facts and circumstances, particularly fluctuations in inflation and interest rates, may result in impairment charges in the future. As a result of the foregoing, our business results could be materially and adversely affected.
We may not be able to fund capital expenditures, accurately identify the need for or anticipate the timing of certain capital expenditures, or effectively deploy capital in line with our strategic objectives, which may adversely impact our business. We routinely expend capital to maintain and renovate our properties in order to remain competitive, maintain the value and brand standards of our properties, and comply with applicable laws and regulations. We cannot always predict where and when capital will need to be expended in a given year, and capital expenditures can increase due to circumstances beyond our control. Our ability to fund capital expenditures will depend on our ability to generate sufficient cash flow from operations and/or to borrow from third parties in the debt market, and/or raise additional capital in the equity market. We cannot provide assurances that our operations will be able to generate sufficient cash flow to fund such capital expenditures or that cash flows generated will be allocated to fund capital expenditures, or that we will be able to obtain sufficient capital from other sources on adequate terms, or at all, especially considering fluctuating interest rates. Our ability to generate cash flow and to obtain third-party financing will depend upon many factors, including our future operating performance; general economic conditions, including interest rates, and economic conditions affecting the attractions and hospitality industries and the capital markets; competition; and legislative and regulatory matters affecting our operations and business. Any inability to generate sufficient cash flows from operations or to obtain adequate third-party financing could cause us to delay or abandon certain projects and/or plans. Our properties require periodic maintenance capital expenditures to maintain their performance and appearance. While some projects are routine and planned to avoid peak periods, others are unpredictable and may arise during busy times. Failing to identify, address, or timely complete critical maintenance could lead to facility closures, especially during peak periods, and negatively impact our results of operations. Additionally, our stated growth objectives depend on our ability to effectively deploy capital in line with our annual capital plans and long-term strategic objectives. Failure to deploy capital effectively or in line with strategic objectives or timelines, which may be subject to governmental or regulatory approvals or permits, may negatively impact our growth objectives.
Completed acquisitions may not perform as anticipated or be integrated as planned. We regularly evaluate and pursue opportunities to acquire businesses that complement, enhance, or expand our current business, or offer growth opportunities. Our acquired businesses or properties might not meet our financial and non-financial expectations or yield anticipated benefits. Our success depends, in part, on our ability to adapt and align controls, policies and procedures, and business cultures across both existing and new geographies; consolidate and streamline operations and infrastructures; identify and eliminate redundant and underperforming operations and assets; manage inefficiencies associated with the integration of operations; and retain the acquired business’s key personnel and customers. Moreover, our acquisition activity may subject us to new regulatory requirements and distract our senior management and employees. If we are forced to make changes to our business strategy or if external conditions adversely affect our business operations, such as unfavorable macroeconomic conditions (including fluctuations in inflation, interest rates, and currency exchange rates), it may be difficult for us to accurately forecast revenue, operating income, or cash flow, and we may be required to record impairment charges. Additionally, we may borrow funds to finance strategic acquisitions. Debt leverage resulting from future acquisitions would reduce our debt capacity, increase our interest expense, and limit our ability to capitalize on future business opportunities. Any of these risks could materially and adversely affect our business, product and service sales, financial condition, and results of operations.
We may be subject to unknown or contingent liabilities related to our recent or future acquisitions, which could materially and adversely affect our revenue and profitability. Our recent and future acquisitions may be subject to unknown or contingent liabilities for which we may have no recourse, or only limited recourse, against the sellers. In general, the representations and warranties provided under the transaction agreements related to the purchase of assets or properties we acquire may survive for a defined period of time after the completion of the transactions. Furthermore, indemnification under such agreements may be limited and subject to various materiality thresholds, a significant deductible, or an aggregate cap on losses. As a result, there is no guarantee that we will recover any amounts with respect to losses due to breaches by the sellers of their representations and warranties. In addition, the total amount of costs and expenses that may be incurred with respect to the unknown or contingent liabilities may exceed our expectations, and we may experience other unanticipated adverse effects, all of which could materially and adversely affect our results of operations and profitability.
We, and the third parties with whom we work, rely on information technology to operate our businesses and maintain our competitiveness, and any failure or perceived failure to adapt to technological developments or industry trends could harm our business or competitive position. We, and the third parties with whom we work, depend on the use of sophisticated information technology and systems for central reservations, point of sale, marketing, customer relationship management and communication, procurement, maintaining the privacy of guest and employee data, administration and technologies we make available to our guests. We, and the third parties with whom we work, must continuously improve and upgrade our systems and infrastructure to offer enhanced products, services, features and functionality, while maintaining the reliability and integrity of our systems, network security and infrastructure. We, and the third parties with whom we work, may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as we would like or in a cost-effective manner, which may keep us from achieving the desired results in a timely manner, to the extent anticipated, or at all. Also, we, and the third parties with whom we work, may be unable to devote adequate financial resources to new technologies and systems in the future. If any of these events occur or are perceived to have occurred, our business and financial performance could suffer.
We may not be able to realize the full strategic, financial, operational, and other benefits that are expected to result from the sale of our Flyover Attractions. On January 21, 2026, we entered into a definitive agreement to sell the Flyover Attractions to Brogent for approximately $78.4 million in cash, subject to customary post-closing adjustments. We may not be able to realize the full strategic, financial, operational, and other benefits that are expected to result from the transaction, including the deployment of proceeds from the Flyover Attractions Sale to fund our growth through strategic investments. Our ability to realize the benefits of the Flyover Attractions Sale may be impacted by a number of factors, including, but not limited to: potential litigation relating to the transaction that could be instituted against the Company or its directors; any negative effects of the transaction on the market price of our common stock and on our operating results; and our ability to retain and hire key personnel and uncertainties arising from leadership changes. In addition, the expected benefits may be delayed or less significant than anticipated. A failure to realize these and other anticipated benefits of the Flyover Attractions Sale or effectively utilize the proceeds from the Flyover Attractions Sale could have a material adverse impact our business, financial condition, and results of operations.
Operating expenses may increase in the future, which may cause our cash flow and our operating results to decrease. Operating expenses, such as expenses for labor (including the costs of wages and benefits provided by our operators to employees), fuel, utilities, insurance and real estate tax, and costs to comply with new and evolving cleanliness standards are not fixed and may increase in the future. Any increases would cause our cash flow and our operating results to decrease. If we are unable to offset these decreases with sufficient revenue across our portfolio, it could materially and adversely affect our results of operations and profitability and our ability to pay distributions and to service our indebtedness could be materially and adversely affected.
Conducting business globally may result in increased costs and other risks. We operate our business globally and plan to continue to expand our international presence. Operating internationally exposes us to a number of risks, including unstable local economic conditions, volatile local political conditions, a potential shift in public and consumer sentiments against U.S. owned businesses, potential changes in duties and taxes, changing interpretations of existing tax laws and regulations, imposition of withholding taxes on cross border transactions, potential changes in local, state, national and international laws, rules and regulations, currency exchange rate fluctuations, interest rate movements, difficulties in operating under local business environments, U.S. and global anti-bribery laws and regulations, imposition of trade barriers, and restrictions on repatriation of earnings. If we are unable to adequately address these risks, our financial position and results of operations could be adversely affected, including potentially impairing the value of our goodwill and other assets. Operating globally also exposes us to numerous and sometimes conflicting legal and regulatory requirements. Compliance with such laws, regulations and treaties entails significant expense and attention from management, which could adversely affect our operations. New legislation, regulations or treaties, or changes thereto, or interpretations or implementations thereof, especially where such regulations conflict with the regulations in effect in other jurisdictions in which we operate, or changes in circumstances could also affect our operations and may subject us to increased compliance costs in the future. However, we might not be successful in ensuring that our employees, agents, representatives and other third parties with whom we associate throughout the world properly adhere to these laws and regulations. In addition, we are required by various governmental and regulatory agencies to obtain certain permits, licenses and certificates with respect to our operations. Failure by us, our employees or any of these third parties to adhere to our policies or applicable laws or regulations or to obtain or maintain access to any of the required permits, licenses or certificates could result in penalties, sanctions, suspension of operations, other penalties, and damage to our reputation, which could negatively affect our results of operations and cash flows.
We are subject to currency exchange rate fluctuations. During 2025, our international operations in Canada, Iceland, and Costa Rica accounted for approximately 71% of our consolidated revenue. Consequently, a significant portion of our business is exposed to currency exchange rate fluctuations. We do not currently hedge equity risk arising from the translation of non-U.S. dollar-denominated assets and liabilities. Our financial results and capital ratios are sensitive to movements in currency exchange rates because a large portion of our assets, liabilities, revenue, costs, and expenses must be translated into U.S. dollars for reporting purposes. The unrealized gains or losses resulting from the currency translation are included as a component of accumulated other comprehensive loss in our Consolidated Balance Sheets. We also have certain loans and leases in currencies other than the entity’s functional currency, which results in gains or losses as exchange rates fluctuate. As a result, significant fluctuations in currency exchange rates could result in material changes to our results of operations and the net equity position we report in our Consolidated Financial Statements. Trade tensions or restrictions on free trade, including recent escalation in tariffs following the recent U.S. presidential and congressional elections, could exacerbate these effects.
Liabilities relating to prior and discontinued operations may adversely affect our results of operations. We and our predecessors have a corporate history spanning decades and involving diverse businesses. Some of those businesses owned properties and used raw materials that have been, and may continue to be, subject to litigation. Moreover, some of the raw materials used and the waste produced by those businesses have been and are the subject of U.S. federal and state environmental regulations, including laws enacted under the Comprehensive Environmental Response, Compensation and Liability Act, or its state law counterparts. In addition, we may incur other liabilities resulting from indemnification claims involving previously sold properties and subsidiaries, or obligations under defined benefit plans or other employee plans, as well as claims from past operations of predecessors or their subsidiaries. Although we believe we have adequate reserves and sufficient insurance coverage to cover those potential liabilities, future events or proceedings could render our reserves or insurance protections inadequate, any of which could materially and adversely affect our business and results of operations.
Labor and Employment Risks
If we lose any of our key personnel, our ability to manage our business and continue our growth could be negatively impacted. Our success, at least in part, depends on the continued contributions of our executive team and key personnel. However, we cannot guarantee that these individuals will remain with us. Finding suitable replacements for our senior executives could be difficult. If one or more of our key personnel were to resign or otherwise terminate employment with us, we could experience operational disruptions. We do not maintain key person insurance on any of our executive employees or key personnel.
Labor shortages could restrict our ability to operate our properties or grow our business or result in increased labor costs that could reduce our profits. Our success depends in large part on the ability to attract, retain, train, manage and engage personnel to manage our hotels and attractions. Our hotels and attractions are staffed by thousands of team members. A significant portion of our seasonal workforce consists of foreign nationals whose ability to work depends on obtaining visas. Factors outside of our control, including, but not limited to, high demand for skilled employees with limited supply, labor shortages, other general inflationary pressures or changes in applicable laws and regulations (including visa and immigration regulations), could make it more difficult for us to attract and retain employees generally and could require us to enhance our wage and benefits packages. Attracting, retaining, training, and managing our team members may require significant efforts on the part of our management team. If we are unable to attract, retain, train, and engage skilled team members, the ability to manage and staff properties adequately could be impaired, which could reduce customer satisfaction and limit our ability to grow, expand and elevate our business. We may experience challenges hiring for certain on-property and
corporate positions due to various factors, such as competition for labor from other industries. We have experienced labor shortages, which have resulted and could continue to result in higher wages and initial hiring costs, increasing our labor costs at our hotels and attractions, which could reduce our revenue and profits.
Legal and Regulatory Risks
We, and the third parties with whom we work, are vulnerable to cybersecurity attacks and threats. Our information technology systems, including but not limited to our devices, servers, cloud-based solutions, computer systems, and business systems, and those of the third parties with whom we work, are vulnerable to cybersecurity risks. Cyber-attacks, malicious internet-based activity, online and offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of our sensitive information and information technology systems, and those of the third parties with whom we work. For example, we have experienced, and may experience in the future, credit card chargebacks resulting from illegitimate and/or fraudulent purchases, and the impact from such fraudulent activity may be material in the future. We and the third parties with whom we work are subject to a variety of evolving threats, including social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks, credential stuffing attacks, credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, attacks enhanced or facilitated by artificial intelligence (AI), and other similar threats. Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors. In addition, many of our employees work remotely, which magnifies the importance of integrity of our remote access security measures. Despite our efforts to implement security measures against such threats, including reviewing our systems for vulnerabilities and updating our protections, and obtaining insurance and including limitations of liability in our contracts, we might not be able to mitigate these risks. It may be difficult and/or costly to detect, investigate, mitigate, contain, and remediate vulnerabilities or security incidents. Our efforts to do so may not be successful. Threat actors may also gain access to other networks and systems after a compromise of our networks and systems. For example, threat actors may use an initial compromise of one part of our environment to gain access to other parts of our environment, or leverage a compromise of our networks or systems to gain access to the networks or systems of third parties with whom we work, such as through phishing or supply chain attacks. Our failure to effectively prevent, detect, and recover from the increasing number and sophistication of information security threats could lead to business interruptions, delays or loss of critical data, misuse, modification, or destruction of information, including trade secrets and confidential business information, reputational damage, and third-party claims, any of which could materially and adversely affect our results of operations. Moreover, the cost of protecting against cybersecurity attacks and threats is expensive and expected to increase going forward. In addition, applicable data privacy and security obligations may require us, or we may voluntarily choose, to notify relevant stakeholders, including affected individuals, customers, regulators, and investors, of security incidents, or to take other actions, such as providing credit monitoring and identity theft protection services. Such disclosures and related actions can be costly, and the disclosure or the failure to comply with such applicable requirements could lead to adverse consequences.
Laws, regulations, rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security are evolving and could result in increased costs, legal claims, or fines. We, and the third parties with whom we work, store and process proprietary, confidential, and sensitive data, including personally identifiable information of our customers, employees, and third parties with whom we have business relationships. The legal requirements restricting the way we store, collect, handle, and transfer personal data continue to evolve, and there are an increasing number of authorities issuing privacy laws and regulations. These data privacy laws and regulations are subject to differing interpretations, creating uncertainty and inconsistency across jurisdictions. Our compliance with these myriad requirements could involve making changes in our services, business practices, or internal systems, any of which could increase our costs, lower revenue, or reduce efficiency. Our failure or perceived failure to comply with existing or new rules could result in significant penalties or orders to stop the alleged noncompliant activity, litigation, adverse publicity, or could cause our customers to lose trust in us. In addition, if the third parties we work with violate applicable laws, contractual obligations to us, or suffer a security breach, those violations could also put us in breach of our obligations under privacy laws and regulations. In addition, the costs of maintaining adequate protection against such threats, including insurance protection, as they develop in the future (or as legal requirements related to data security increase) are expected to increase and could be material. Any of these risks could materially and adversely affect our business and results of operations. In the U.S., federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws and other similar laws (e.g., wiretapping laws). Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018 (CCPA) applies to personal data of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of such individuals to exercise certain privacy rights. The CCPA provides fines and allows private litigants affected by certain data breaches to recover significant statutory damages. We are also subject to the Payment Card Industry Data Security Standard (PCI DSS). The PCI DSS requires companies to adopt certain measures to ensure the security of cardholder information, including using and maintaining firewalls, adopting proper password protections for certain devices and software, and restricting data access. Noncompliance with PCI-DSS can result in penalties by credit card companies, litigation, damage to our reputation, and revenue losses.
We are subject to many foreign data privacy laws that apply to our activities. Outside the United States, an increasing number of laws, regulations, and industry standards govern data privacy and security. For example, the European Union’s General Data Protection Regulation (EU GDPR), the United Kingdom’s GDPR (UK GDPR) (collectively, GDPR) and China’s Personal Information Protection Law (PIPL) impose strict requirements for processing personal data. Under the GDPR, companies may face temporary or definitive bans on data processing and other corrective actions, significant fines, or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests. In Canada, the Personal Information Protection and Electronic Documents Act (PIPEDA) and various related provincial laws, as well as Canada’s Anti-Spam Legislation (CASL), apply to our operations. In the ordinary course of business, we transfer personal data from Europe and other jurisdictions to the U.S. or other countries. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area (EEA) and the United Kingdom (UK) have significantly restricted the transfer of personal data to the U.S. and other countries whose privacy laws it generally believes are inadequate. Other jurisdictions may adopt or have already adopted similarly stringent data localization and cross-border data transfer laws. Although there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the U.S. in compliance with law, such as the EEA standard contractual clauses, the UK’s International Data Transfer Agreement / Addendum, and the EU-U.S. Data Privacy Framework and the UK extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States.
We are subject to litigation in the ordinary course of business. We are plaintiffs or defendants 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 us. Any such proceedings or claims, regardless of merit, could be time-consuming and expensive to defend and could divert management’s attention and resources. While we believe we have adequate insurance coverage and/or accrue for loss contingencies for all known matters that are probable and can be reasonably estimated, we cannot provide any assurance that the outcome of all current or future litigation proceedings and claims will not have a material adverse effect on us and our results of operations. Litigation could distract management, increase our expenses, or subject us to material money damages and other remedies. Our business is subject to various U.S. and international laws and regulations that could lead to enforcement actions, fines, civil or criminal penalties or the assertion of litigation claims and damages. We may be involved from time to time in various legal proceedings that might necessitate changes to our business or operations. Regardless of whether any claims against us have merit, or whether we are ultimately held liable or subject to payment of damages, claims may be expensive to defend and may divert management’s time away from our operations. If any legal proceedings were to result in an unfavorable outcome, it could have a material adverse effect on our business, financial condition, and results of operations.
Changes in federal, state, local, or foreign tax law, interpretations of existing tax law, or agreements or disputes with tax authorities could affect our profitability and financial condition by increasing our tax costs. Our global operations subject us to income taxes (e.g., corporate income, withholding, and other taxes in lieu of corporate income tax) and non-income taxes (e.g., sales, use, value added, goods and services, and payroll taxes) in numerous jurisdictions. Our future tax expenses and liabilities could be affected by changes in tax laws or the interpretation of the tax laws, as well as changes in our business operations. Our future tax expenses could be affected by changes in the composition of earnings in jurisdictions with differing tax rates, changes to our transfer pricing methodologies, changes in the valuation of our deferred tax assets and liabilities, including net operating losses, or changes in determinations regarding the jurisdictions in which we are subject to tax. From time to time, the U.S. federal, state, local, and foreign governments make substantive changes to tax rules and the application thereof. Legislative and tax treaty changes and the interpretation thereof could result in materially higher corporate taxes than would be incurred under existing or prior tax law or interpretation and could adversely impact profitability. As tax authorities increase their efforts to increase revenue, changes in tax laws and the frequency of tax audits could increase our future tax liabilities. We are subject to ongoing and periodic audits by the Internal Revenue Service ("IRS") and various state, local, and foreign tax authorities. We believe we have established adequate reserves for potential tax liabilities, but the final amount of taxes, interest and penalties, in connection with any tax audit, could exceed the amount of such reserves, which could reduce our profits and cash position. Furthermore, in computing our obligations under tax laws, rules and regulations, we are required to take various tax accounting and reporting positions on complex matters that are not entirely free from doubt and for which we have not received rulings from the governing authorities. Although we believe our tax positions are reasonable, we cannot assure you that the applicable taxing authorities will agree with our positions. The final determination of tax audits could be materially different from our historical tax provisions and accruals, in which case we may be subject to additional tax liabilities, possibly including interest and penalties, which may be material and could adversely affect our business, financial condition and results of operations. Amendments to existing tax laws, rules or regulations or enactment of new unfavorable tax laws, rules or regulations could have an adverse effect on our business and financial performance. For example, U.S. federal net operating loss (NOL) carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such NOL carryforwards in a taxable year is limited to 80% of taxable income in such year. Our effective tax rate in the future could be adversely affected by changes to our operations and ownership, changes in the mix of earnings in countries with differing statutory tax rates, the discontinuation of beneficial tax arrangements in certain jurisdictions or the adoption of a global minimum tax rate of 15% as established by the Organization for Economic Co-operation and Development, or Pillar 2 Framework. Moreover, we may become subject to new tax regimes and may be unable to take advantage of favorable tax provisions afforded by current or future laws, rules, or regulations.
Furthermore, each of our properties is subject to real estate and personal property taxes, especially upon any development, redevelopment, rebranding, repositioning and renovation. These taxes may increase as tax rates change and as our properties are assessed or reassessed by taxing authorities. If property taxes increase, we would incur a corresponding increase in our operating costs and expenses, which could have a material adverse effect on us, including our business, financial condition, liquidity, results of operations and prospects. Because we own properties, we are subject to the risks that generally relate to investments in real property. The investment returns available from equity investments in real estate depend in large part on the amount of income earned and capital appreciation generated by the related properties, as well as the expenses incurred. In addition, a variety of other factors affect income from properties and real estate values, including governmental regulations, insurance, zoning, tax and eminent domain laws, interest rate levels and the availability of financing. For example, new or existing real estate zoning or tax laws can make it more expensive and/or time-consuming to develop real property or expand, modify or renovate properties. When interest rates increase, the cost of acquiring, developing, expanding or renovating real property increases, particularly as the cost of borrowing increases, and real property values may decrease as the number of potential buyers decreases. Similarly, as financing becomes less available, it becomes more difficult both to acquire and to sell real property. Finally, governments can, under eminent domain laws, take real property. Sometimes this taking is for less compensation than the owner believes the property is worth. Any of these factors could have a material adverse impact on our results of operations or financial condition. In addition, equity real estate investments, such as the investments we hold and any additional properties that we may acquire, are relatively difficult to sell quickly.
The extensive environmental requirements to which we are subject could increase our environmental costs and liabilities, reduce our profits, or limit our ability to run our business. Our operations and properties are subject to extensive environmental laws and regulations of various federal, state, local, and foreign governments, including requirements addressing: health and safety; the use, management, storage, and disposal of hazardous substances and wastes; discharges of waste materials into the environment, such as refuse or sewage; water discharge and supply; air emissions; pollution; and climate change. In addition, a variety of legislation and regulations are being enacted, or considered for enactment, relating to energy and climate change, such as carbon dioxide emissions control and building codes that impose energy efficiency standards. Moreover, as climate change concerns continue to grow, legislation and regulations of this nature are expected to continue and to make compliance more costly. As a result of the foregoing, we may experience increased costs or decreased availability of certain products and services important to our operations, including but not limited to insurance, water, and energy.
Risks Related to Ownership of our Common Stock
Our stock price has been and could be volatile in the future, and holders of common stock may not be able to resell shares at or above the price paid. The stock market in general, and attraction and hospitality companies in particular, including us, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the underlying businesses. This market volatility, as well as general economic, market, or political conditions, could reduce the market price of shares of our common stock in spite of our operating performance. Volatility in the market price of our common stock may prevent investors from being able to sell their common stock at or above the price at which they purchased the stock. As a result, investors may suffer a loss on their investment.
Reports published by securities or industry analysts, including projections in those reports that overstate or understate our actual results, could adversely affect our stock price and trading volume. Securities research analysts publish their own quarterly projections for our business. These projections may vary widely from one another and may not accurately predict the results we actually achieve. Our stock price may decline if our actual results do not match securities research analysts’ projections. Similarly, if one or more of the analysts who writes reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, or the hospitality industry in general, our stock price could decline. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, our stock price or trading volume could decline.
Anti-takeover provisions in our organizational documents and Delaware law, as well as agreements with our major stockholders, may discourage or prevent a change of control, even if a sale of the Company would be beneficial to our stockholders, which could cause our stock price to decline and prevent attempts by our stockholders to replace or remove our current board of directors or management. Our amended and restated certificate of incorporation and bylaws, as well as agreements with our major stockholders, contain provisions that may make it difficult to remove our board of directors and management and may discourage or delay “change of control” transactions that certain stockholders may view as beneficial or could involve the payment of a premium over prevailing market prices for our common stock.
Our share repurchase program could affect our stock price and increase its volatility, and may reduce the market liquidity for our stock. The share repurchase program may also materially impact our liquidity. Repurchases pursuant to our share repurchase program could affect our stock price and increase its volatility, and may reduce the market liquidity for our stock. The existence of a share repurchase program could also cause our stock price to be higher than it would be in the absence of such a program. Additionally, any repurchases we make will diminish our cash and may subject us to additional taxes, which could impact our financial position. There can be no assurance that any future share repurchases will, in fact, occur, or, if they do, that they will enhance stockholder value.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 1C. CYBERSECURITY
Cybersecurity Risk Management and Strategy
We maintain a team, tools, policies, and processes for identifying, assessing, and managing material risks from cybersecurity threats. Threats like malware attacks, system vulnerabilities, and data breaches are actively identified, monitored, evaluated, and mitigated along with other Company risks. Our security team maintains centralized documentation regarding known security risks and mitigation. Consideration of material risks from cyber threats is integrated into our enterprise risk management processes and is a standing agenda item for discussion at our Audit Committee meetings. An Information Security Executive Committee is responsible for assessing material risks from cybersecurity threats and represents multiple business functions within the Company including Finance, Human Resources, Legal, and the Information Technology (“IT”) departments. We have certain employee cybersecurity awareness campaigns and training designed to help promote a culture of cybersecurity awareness throughout the organization. Cybersecurity tools, processes, policies, and controls are periodically reviewed and updated in response to changes in the business environment and evolving threats, as well as to align with broader risk management objectives.
Our information security function, led by our Chief Information Officer (“CIO”), implements and maintains the processes and controls to help identify, assess, and manage material risks from cybersecurity threats. These controls include, but are not limited to, the following Center for Internet Security (“CIS”) controls:
- Account Management;
- Access Control Management;
- Continuous Vulnerability Management;
- Network Infrastructure Management;
- Incident Response Management;
- Security Awareness and Skills Training; and
- Data Protection - Encrypt Data on End-User Devices.
Supporting these controls are specific security measures that include threat intelligence monitoring, vulnerability scanning, and policy enforcement.
We use third-party service providers to assist us in identifying, assessing, and managing material risks from cybersecurity threats, including professional service firms, legal counsel, threat intelligence service providers, cybersecurity consultants, cybersecurity software providers, and forensic investigators. We have a Cybersecurity Incident Response Plan (“IRP”) that includes procedures for responding to and, to the extent applicable, disclosing material cybersecurity incidents in a timely manner. We have third-party risk management processes designed to assess risks from key vendors and suppliers, including application providers and hosting companies. Key software service providers utilized by the Company undergo a review process for security, reliability, and effectiveness. We have processes in place to address access to our network by such third parties, to the extent applicable, including network access controls designed to provide access on a ‘least privilege’ basis.
For a discussion of risks from cybersecurity threats that may materially affect the Company, see “Risk Factors” under the heading “We, and the third parties with whom we work, are vulnerable to cybersecurity attacks and threats.” (Part I, Item 1A of this Form 10-K).
Cybersecurity Governance
Cybersecurity risk management is a part of our risk management process and is subject to oversight by our Board of Directors and management. Our Board of Directors has delegated oversight and mitigation of risks from cybersecurity threats to our Audit Committee. Our Audit Committee receives quarterly reports from either our CIO or our General Counsel concerning any significant cybersecurity threats, risks, and the tools and processes we have implemented for mitigation. Our cybersecurity risk assessment and management processes are implemented and maintained by certain members of management, including the following:
The Information Security Executive Committee consists of our General Counsel, Chief Accounting Officer, Chief Compliance Officer, CIO, and Vice President of People & Culture. They are responsible for setting broad policy and communicating to the Chief Executive Officer, Chief Financial Officer, and the Board of Directors on potential material cybersecurity incidents that may require disclosure.
The Information Security Council consists of our CIO, the Director of Information Security, in-house information security experts, and information technology experts and leaders from across the Company. The CIO leads this committee and communicates with the Information Security Executive Committee as required.
The Information Security Team consists of cybersecurity professionals primarily responsible for managing cybersecurity at Pursuit. This team has the primary responsibility for identifying, assessing, and managing material risks from cybersecurity threats to our critical computer networks, third party hosted services, communications systems, hardware, software, and critical data. This team is led by our CIO, who has over 25 years of experience in information technology including cybersecurity oversight. This team includes the following:
The Director of Information Security reports directly to the CIO and is an information security professional with over 20 years of experience in the development and implementation of information security processes, procedures, and practices.
The Senior Director of Global Infrastructure & Operations reports directly to the CIO and is responsible for implementing, maintaining, and providing oversight of IT Infrastructure.
The Security Engineer leads the day-to-day operations of the Information Security Team and oversees individual analysts and IT experts on the team.
The Security Incident Response Team (“SIRT”) is responsible for executing the IRP. The SIRT comprises individuals from multiple departments, divisions, and disciplines. Members of the SIRT are trained in incident response and reporting procedures.
ITEM 2. Properties
We primarily own our properties, both domestically and internationally, with the exception of the leases for our Flyover Attractions properties and our various support offices. Our properties mainly include attractions, hotels and lodges, retail stores, and offices. Properties located in Canada are subject to multiple long-term ground leases with their respective governments. For additional information on our attractions and hospitality assets, see “Business” (Part I, Item 1 of this Form 10-K), which information is incorporated by reference herein.
We believe our owned and leased properties are adequate and suitable for our business operations and that capacity is sufficient for current needs. For additional information related to our lease obligations, see Note 9 – Debt and Finance Lease Obligations and Note 17 – Leases and Other to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K), which information is incorporated by reference herein.
ITEM 3. Legal Proceedings
See Note 18 – Litigation, Claims, Contingencies, and Other to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for information regarding litigation and regulatory proceedings related to Pursuit, which information is incorporated by reference herein.
ITEM 4. Mine Safety Disclosures
Not applicable.
Performance Graph
The following graph compares the change in the cumulative total shareholder return, from December 31, 2020 to December 31, 2025, on our common stock. Our performance graph includes the Standard & Poor’s (S&P) SmallCap 600 Hotels, Restaurants & Leisure, the S&P SmallCap 600 Index, the Russell 2000 Index, and the S&P 500 Index (assuming reinvestment of dividends, as applicable).
The graph assumes $100 was invested on December 31, 2020.

| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||
| Pursuit | $ | 100.00 | $ | 118.30 | $ | 67.43 | $ | 100.08 | $ | 117.53 | $ | 93.12 |
| S&P 500 | $ | 100.00 | $ | 128.68 | $ | 105.35 | $ | 133.02 | $ | 166.27 | $ | 195.96 |
| Russell 2000 | $ | 100.00 | $ | 114.78 | $ | 91.30 | $ | 106.71 | $ | 119.00 | $ | 134.22 |
| S&P SmallCap 600 | $ | 100.00 | $ | 126.74 | $ | 106.27 | $ | 123.21 | $ | 133.86 | $ | 141.87 |
| S&P SmallCap 600 Hotels, Restaurants & Leisure | $ | 100.00 | $ | 97.09 | $ | 77.31 | $ | 93.54 | $ | 98.27 | $ | 73.94 |
ITEM 6. RESERVED
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the consolidated financial statements and related notes. The MD&A is intended to assist in understanding our financial condition and results of operations. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated due to various factors discussed under “Risk Factors” (Part I, Item 1A of this Form 10-K), “Forward-Looking Statements” (Page 3 of this Form 10-K), and elsewhere in this Form 10-K. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s Form 10-K for the year ended December 31, 2024 (“Fiscal 2024”), as filed on March 17, 2025, for a comparison of our Fiscal 2024 results of operations to the results for the year ended December 31, 2023 (“Fiscal 2023”). We provide comparisons of our Fiscal 2024 results to the Fiscal 2023 results when such comparisons would be informative due to reclassifications in presentation in the current year.
Overview
We are an attractions and hospitality company that owns and operates a collection of inspiring and unforgettable experiences in iconic destinations in the United States (“U.S.”), Canada, Iceland, and Costa Rica. Our elevated hospitality experiences include 17 world-class point-of-interest attractions and 29 distinctive lodges, along with integrated restaurants, retail and transportation that enable visitors to discover and connect with stunning national parks and renowned global travel locations.
Recent Developments
Flyover Attractions Sale
On January 21, 2026, Pursuit entered into a definitive agreement to sell all of its Flyover Attractions (the “Flyover Attractions”) to Brogent Technologies Inc. (“Brogent”) for approximately $78.4 million in cash, subject to customary post-closing adjustments (the “Flyover Attractions Sale”). See Note 21 – Subsequent Event to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.
Tabacón Acquisition
On July 1, 2025, we entered into the “Tabacón Purchase Agreement” with the shareholders of Inversiones Turísticas Arenal, S.A. (“ITA”), pursuant to which we acquired all of the issued and outstanding shares of ITA. ITA is the owner and operator of Tabacón Thermal Resort & Spa (“Tabacón”), an eco-luxury resort spanning 570 acres of rainforest which features two thermal river attractions, located in the Arenal region of Costa Rica. Tabacón features 105 rooms, an internationally renowned spa, and signature culinary experiences. See Note 4 – Acquisitions to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information. The financial results of Tabacón are consolidated in our financial statements prospectively from the date of acquisition.
Viad Corp Transformation into Pursuit
After a strategic review of the Company’s operations, with the goal of increasing shareholder value, Pursuit (formerly “Viad Corp”) entered into an Equity Purchase Agreement with TL Voltron, LLC, a Delaware limited liability company (“Truelink Capital”), pursuant to which Truelink Capital agreed to purchase all of the outstanding equity interests held by the Company in its subsidiaries comprising the Company’s former GES Exhibitions and Spiro reportable segments (the “GES Business”). During Fiscal 2024, the Company completed the sale of the GES Business to Truelink Capital (the “GES Sale”) and relaunched Viad Corp as Pursuit.
The aggregate purchase price was $535 million, consisting of a base purchase price of $510 million, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses, and a deferred purchase price of $25 million payable by Truelink Capital to the Company one year after the closing date (which was received by the Company during Fiscal 2025). We determined that the GES Sale met the criteria to be classified as a discontinued operation. Accordingly, we have accounted for the GES Business as a discontinued operation in this Form 10-K. All amounts and disclosures for all periods presented reflect only the continuing operations of the Company unless otherwise noted. See Note 5 – Discontinued Operations to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.
Changes in Debt Structure
On December 31, 2024, in connection with the GES Sale, we terminated and repaid in full all outstanding obligations (approximately $393 million) due under our previous $500 million credit facility with Bank of America, N.A. as administrative agent (the “2021 Credit Facility”) and all related liens and security interests were terminated, discharged and released. The repayment of the 2021 Credit Facility led to the termination of the related interest rate cap, which managed our exposure to interest rate increases on $300 million in SOFR-based borrowings under the 2021 Credit Facility. See Note 10 – Derivative to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.
During Fiscal 2025, we entered into and subsequently amended a credit agreement (the “2025 Credit Agreement”), along with several wholly-owned subsidiaries as co-borrowers. The 2025 Credit Agreement provides for a $300 million revolving credit facility (the “2025 Revolving Credit Facility”), with a maturity of September 25, 2030. Proceeds from the 2025 Revolving Credit Facility are expected to provide us with additional funds for operations, growth initiatives, acquisitions and other general corporate purposes. See Note 9 – Debt and Finance Lease Obligations to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.
Jasper Wildfires
On July 22, 2024, Jasper National Park was closed and evacuated due to wildfire activity, and wildfires entered the Jasper townsite on July 24, 2024. Pursuit’s hotels and attractions in and near the Jasper townsite were not reached by the wildfires and remain intact except for the Maligne Canyon Wilderness Kitchen (“Wilderness Kitchen”), a restaurant and retail operation located about three miles outside the town of Jasper. In addition to the loss of the Wilderness Kitchen, food and beverage inventories at our properties throughout the region were spoiled and written off. We also incurred other costs related to restoration efforts.
During Fiscal 2024, we recorded estimated losses at our properties affected by the Jasper wildfires, and received approximately $13 million in insurance proceeds as a partial settlement relating to the losses, of which $3.8 million was allocated to the charge for the Wilderness Kitchen and $9.2 million was allocated against the insurance receivable for other losses incurred. During Fiscal 2025, we received additional insurance proceeds relating to the losses of approximately $6.8 million. Additionally, during Fiscal 2025, we received approximately $4.2 million in business interruption insurance proceeds, which were recorded as a gain included in “Other expense, net” in the Consolidated Statements of Operations. As of December 31, 2025, total insurance proceeds received to date related to the Jasper wildfires were $24.0 million. We are still in the process of determining whether additional recoveries will be received for losses incurred or business interruption.
Results of Operations
The following table presents total revenue by lines of business for Fiscal 2025, Fiscal 2024, and Fiscal 2023:
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | Fiscal 2025 vs. Fiscal 2024 | Fiscal 2024 vs. Fiscal 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue (1): | ||||||||||||
| Attractions | $ | 257,533 | $ | 208,397 | $ | 190,437 | 23.6 | % | 9.4 | % | ||
| Hospitality | 180,350 | 143,071 | 143,961 | 26.1 | % | (0.6 | )% | |||||
| Transportation | 12,714 | 11,971 | 12,839 | 6.2 | % | (6.8 | )% | |||||
| Other | 1,820 | 3,049 | 3,048 | (40.3 | )% | — | ||||||
| Total revenue | $ | 452,417 | $ | 366,488 | $ | 350,285 | 23.4 | % | 4.6 | % |
- Revenue by line of business does not agree to Note 2 – Revenue and Related Contract Liabilities to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) as the amounts in the above table represent management’s methodology for evaluating performance, which includes product revenue from food and beverage and retail operations within each line of business.
Fiscal 2025 compared with Fiscal 2024
Attractions revenue increased $49.1 million due primarily to a 12.3% increase in the number of visitors, which was impacted by the Jasper wildfires in the prior year, as well as a 10.1% increase in revenue per attraction visitor. Additionally, Tabacón (acquired in July 2025), the Jasper SkyTram attraction (acquired in December 2024), and our Flyover Chicago attraction (opened in March 2024) contributed combined incremental attractions revenue of $8.9 million during Fiscal 2025.
Hospitality revenue increased $37.3 million primarily due to a 28.6% increase in Revenue per Available Room (“RevPAR”) driven by revenue management efforts and overall increased guest demand driving a 10.1% increase in occupancy. Additionally, Tabacón contributed incremental hospitality revenue of $11.4 million during Fiscal 2025.
Performance Measures
We use the following key business metrics to evaluate the performance of Pursuit’s attractions business:
- Number of visitors. The number of visitors allows us to assess the volume of tickets sold at each attraction during the period.
- Revenue per attraction visitor. Revenue per attraction visitor is calculated as total attractions revenue divided by the total number of visitors at all Pursuit attractions during the period. Total attractions revenue includes ticket sales and ancillary revenue generated by attractions, such as food and beverage and retail revenue. Total attractions revenue per visitor measures the total spend per visitor that attraction properties are able to capture, which is important to the profitability of the attractions business.
- Effective ticket price. Effective ticket price is calculated as revenue from the sale of attraction tickets divided by the total number of visitors at all comparable Pursuit attractions during the period.
We use the following key business metrics, common in the hospitality industry, to evaluate Pursuit’s hospitality business:
- Revenue per Available Room. RevPAR is calculated as total rooms revenue divided by the total number of room nights available for all comparable Pursuit hospitality properties during the period. Total rooms revenue does not include non-rooms revenue, which consists of ancillary revenue generated by hospitality properties, such as food and beverage and retail revenue. RevPAR measures the period-over-period change in rooms revenue per available room for comparable hospitality properties. RevPAR is affected by average daily rate and occupancy, which have different implications on profitability.
- Average Daily Rate (“ADR”). ADR is calculated as total rooms revenue divided by the total number of room nights sold for all comparable Pursuit hospitality properties during the period. ADR is used to assess the pricing levels that the hospitality properties are able to realize. Increases in ADR lead to increases in rooms revenue with no substantial effect on variable costs, therefore having a greater impact on margins than increases in occupancy.
- Occupancy. Occupancy is calculated as the total number of room nights sold divided by the total number of room nights available for all comparable Pursuit hospitality properties during the period. Occupancy measures the utilization of the available capacity at the hospitality properties. Increases in occupancy result in increases in rooms revenue and additional variable operating costs (including housekeeping services, utilities, and room amenity costs), as well as increases in ancillary non-rooms revenue (including food and beverage and retail revenue).
The following table provides our key performance indicators for Fiscal 2025 and Fiscal 2024:
| Fiscal 2025 | Fiscal 2024 | % Change | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As <br>Reported | Same-Store (1) | As<br>Reported | Same-Store (1) | As<br>Reported | Same-Store (1) | |||||||||||||
| Attractions Key Performance Indicators: | ||||||||||||||||||
| Number of visitors (in thousands) | 4,218 | 3,072 | 3,757 | 3,030 | 12.3 | % | 1.4 | % | ||||||||||
| Ticket revenue (in thousands) | $ | 200,653 | $ | 156,852 | $ | 162,377 | $ | 142,486 | 23.6 | % | 10.1 | % | ||||||
| Effective ticket price | $ | 47.57 | $ | 51.06 | $ | 43.21 | $ | 47.03 | 10.1 | % | 8.6 | % | ||||||
| Attractions revenue (in thousands) | $ | 257,533 | $ | 202,870 | $ | 208,397 | $ | 183,264 | 23.6 | % | 10.7 | % | ||||||
| Revenue per attraction visitor | $ | 61.06 | $ | 66.04 | $ | 55.46 | $ | 60.48 | 10.1 | % | 9.2 | % | ||||||
| Hospitality Key Performance Indicators: | ||||||||||||||||||
| Room nights available (in thousands) | 594 | 409 | 596 | 408 | (0.3 | %) | 0.2 | % | ||||||||||
| Rooms revenue (in thousands) | $ | 105,091 | $ | 70,016 | $ | 81,920 | $ | 65,193 | 28.3 | % | 7.4 | % | ||||||
| RevPAR | $ | 176.92 | $ | 171.19 | $ | 137.53 | $ | 159.79 | 28.6 | % | 7.1 | % | ||||||
| Occupancy | 73.9 | % | 73.6 | % | 63.8 | % | 71.8 | % | 10.1 | % | 1.8 | % | ||||||
| ADR | $ | 239.41 | $ | 232.59 | $ | 215.65 | $ | 222.54 | 11.0 | % | 4.5 | % | ||||||
| Hospitality revenue (in thousands) | $ | 180,350 | $ | 130,635 | $ | 143,071 | $ | 122,278 | 26.1 | % | 6.8 | % |
- Same-Store metrics generally include only attractions and lodging properties that we operated at full capacity, considering seasonal closures, for the entirety of Fiscal 2025 and Fiscal 2024 after the acquisition of such properties or first commencing operations. Accordingly, Tabacón, Apgar Lookout Retreat, Eddie’s Cafe & Mercantile, Montana House, Flyover Chicago, and the Jasper SkyTram are excluded from same-store metrics, as we acquired or opened these properties during Fiscal 2025 or Fiscal 2024.
Same-Store metrics also generally exclude the impact of lodging properties which were undergoing renovations for all comparative periods presented beginning in the quarter in which construction commenced until renovations were complete. As such, Forest Park Hotel Woodland Wing (which was undergoing renovation work from October 2024 to June 2025 and restarted renovation work in October 2025) is comparatively excluded for the first, second, and fourth quarters in Same-Store metrics. Additionally, Grouse Mountain Lodge (which began renovation work in October 2025) is comparatively excluded for the fourth quarter in Same-Store metrics.
In addition to these exclusions, attractions and lodging properties that were temporarily closed due to the Jasper wildfires in July 2024 are comparatively excluded for the third and fourth quarters in the table above.
For experiences located outside the United States, key performance indicator comparisons to the prior year are expressed on a constant U.S. dollar basis.
Attractions. During Fiscal 2025, attractions ticket revenue on a same-store basis increased $14.4 million, driven by an 8.6% increase in effective ticket price and a 1.4% increase in visitors. These increases were primarily driven by continued momentum in guest demand enabled by our focus on guest experience, including particularly strong growth at our attractions in Banff, Alberta and Golden, British Columbia, along with the expansion of the Sky Lagoon Skjól ritual experience, which was completed in August 2024.
Hospitality. During Fiscal 2025, rooms revenue on a same-store basis increased $4.8 million on a 7.1% increase in RevPAR. The increase in RevPAR was primarily due to an increase in ADR, particularly at our lodges in Banff, Alberta and Glacier Park, Montana.
Expenses and Discontinued Operations
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | Fiscal 2025 vs. Fiscal 2024 | Fiscal 2024 vs. Fiscal 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost of food, beverage, and retail products sold | $ | 34,623 | $ | 31,121 | $ | 31,903 | 11.3 | % | (2.5 | )% | |||||
| Operating expenses (exclusive of depreciation and amortization shown separately below) | $ | 226,127 | $ | 214,220 | $ | 188,905 | 5.6 | % | 13.4 | % | |||||
| Selling, general, and administrative expenses | $ | 80,093 | $ | 57,795 | $ | 56,763 | 38.6 | % | 1.8 | % | |||||
| Depreciation and amortization | $ | 46,070 | $ | 42,960 | $ | 37,929 | 7.2 | % | 13.3 | % | |||||
| Interest expense, net | $ | 8,823 | $ | 14,182 | $ | 5,963 | (37.8 | )% | ** | ||||||
| Other expense, net | $ | 1,662 | $ | 4,073 | $ | 1,544 | (59.2 | )% | ** | ||||||
| Impairment charges | $ | — | $ | 47,572 | $ | — | (100.0 | )% | ** | ||||||
| Income tax expense | $ | (16,502 | ) | $ | (6,325 | ) | $ | (12,929 | ) | ** | (51.1 | )% | |||
| (Loss) income from discontinued operations, net of tax | $ | (2,208 | ) | $ | 425,603 | $ | 9,103 | ** | ** |
** Change is greater than +/- 100%.
Fiscal 2025 compared with Fiscal 2024
Operating expenses (exclusive of depreciation and amortization) – The increase in operating expenses for Fiscal 2025 compared to Fiscal 2024 was primarily due to increases in variable costs associated with increased transaction volumes and revenue, including increases of $10.7 million in labor expense, $5.7 million in commission and other variable revenue-based fees, and other inflationary cost increases. These increases were partially offset by the periodic remeasurement of the Sky Lagoon finance lease obligation, which resulted in a decrease of $5.8 million.
Selling, general, and administrative expenses – The increase in selling, general and administrative expenses for Fiscal 2025 was primarily due to higher transaction-related costs (primarily related to our transition to a standalone publicly-traded operating company in connection with the GES Sale, as well as expenses associated with our acquisition of Tabacón and the Flyover transaction), along with an increase of $4.0 million in labor expense.
Impairment charges – As a result of our impairment tests for long-lived assets and goodwill in Fiscal 2024, we recorded a non-cash impairment charge of $27.5 million on certain assets at our Flyover Las Vegas asset group and a non-cash goodwill impairment charge of $14.0 million associated with our Flyover Attractions reporting unit.
Income tax expense – The effective income tax rates were 30.0% and a negative 13.9% in Fiscal 2025 and Fiscal 2024, respectively. The higher Fiscal 2025 effective tax rate relative to the 21% federal rate reflects the absence of tax benefits on U.S. losses due to a valuation allowance. The negative effective tax rate in Fiscal 2024 primarily resulted from changes to the valuation allowance associated with the GES Sale.
(Loss) income from discontinued operations, net of tax – On December 31, 2024, we completed the GES Sale. We determined that the GES Sale met the criteria to be classified as a discontinued operation. Accordingly, the financial results for all periods presented reflect the GES Business as discontinued operations. See Note 5 – Discontinued Operations to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.
Fiscal 2024 compared with Fiscal 2023
Operating expenses (exclusive of depreciation and amortization) – The increase in operating expenses during Fiscal 2024 compared to Fiscal 2023 was primarily due to increases in variable costs associated with increased transaction volumes and revenue, including increases of $4.3 million in commission and other variable revenue-based fees, $4.2 million in labor expense, $1.8 million in repairs and maintenance, and other inflationary cost increases. Additionally, the increase during Fiscal 2024 was due to the periodic remeasurement of the Sky Lagoon finance lease obligation, which resulted in an increase of $2.6 million.
Liquidity and Capital Resources
We believe that our existing sources of liquidity will be sufficient to fund operations and projected capital expenditures for at least the next twelve months and the longer term.
When assessing our current sources of liquidity, we include the following:
| December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Unrestricted cash and cash equivalents (1) | $ | 31,118 | $ | 49,702 |
| Available capacity under 2025 Revolving Credit Facility (2) | 207,007 | — | ||
| Total available liquidity | $ | 238,125 | $ | 49,702 |
- As of December 31, 2025, we held $30.2 million of our cash and cash equivalents outside of the U.S.
- As of December 31, 2025, the available capacity under our 2025 Revolving Credit Facility (as defined below) was the $300 million total facility size, less $87.4 million of outstanding borrowings and $5.6 million of outstanding letters of credit.
Pursuit, as borrower, along with certain of its wholly-owned subsidiaries as co-borrowers, the other loan parties party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent, L/C issuer and swing line lender, are party to the 2025 Credit Agreement, which was entered into and subsequently amended during Fiscal 2025. The 2025 Credit Agreement provides for the 2025 Revolving Credit Facility of $300 million, available in U.S. dollars, Canadian dollars, Euros, and Pound sterling with a maturity date of September 25, 2030. Borrowings from the 2025 Revolving Credit Facility are expected to provide us with additional funds for operations, growth initiatives, acquisitions and other general corporate purposes. See Note 9 – Debt and Finance Lease Obligations to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.
On July 1, 2025, we entered into the Tabacón Purchase Agreement, pursuant to which we 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. We funded the purchase price primarily with borrowings under the 2025 Revolving Credit Facility.
Cash provided by operating activities, supplemented by our existing cash and cash equivalents and availability under our 2025 Revolving Credit Facility, are our primary sources of liquidity for funding our business requirements. During Fiscal 2025, net cash provided by operating activities attributable to continuing operations was $86.2 million.
Our short-term and long-term funding requirements include debt obligations, maintenance capital expenditures, working capital requirements, and potential acquisitions and strategic investments as we focus on scaling our investments in high-return unforgettable, inspiring experiences with high return potential through our Refresh, Build, Buy growth strategy. Our projected capital outlays can be adjusted for changes in the operating environment.
Capital Expenditures
We have planned capital expenditures of approximately $121 million to $127 million, including approximately $88 million to $93 million on select growth projects for the year ending December 31, 2026. We intend to continue making investments to advance our Refresh, Build, Buy growth strategy while maintaining a sufficient liquidity position.
Other Obligations
We have additional obligations as part of our ordinary course of business, beyond those committed for debt obligations and capital expenditures. See Note 16 – Pension and Postretirement Benefits and Note 17 – Leases and Other to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information. The expected timing of payments of our obligations is estimated based on current information. Timing of payments and actual amounts paid may be different, depending on changes to agreed-upon amounts for certain obligations.
Cash Flows
| (in thousands) | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Net cash provided by operating activities attributable to continuing operations | $ | 86,151 | $ | 56,949 | $ | 80,773 | |||
| Net cash (used in) provided by investing activities attributable to continuing operations | (151,068 | ) | 369,095 | (62,484 | ) | ||||
| Net cash provided by (used in) financing activities attributable to continuing operations | 51,252 | (399,067 | ) | (34,141 | ) |
Net cash provided by operating activities attributable to continuing operations was $86.2 million in Fiscal 2025, an increase of $29.2 million compared to Fiscal 2024, primarily driven by improved operating results across our network of attractions and hospitality properties, partially offset by a decrease driven by the timing of accounts payable payments of $19.0 million.
Net cash used in investing activities attributable to continuing operations was $151.1 million in Fiscal 2025, a decrease of $520.2 million compared to net cash provided by investing activities attributable to continuing operations in Fiscal 2024. The decrease was primarily driven by a decrease in proceeds from the sale of businesses of $403.8 million, primarily attributable to the GES Sale, for which proceeds were primarily received during Fiscal 2024. Additionally, the decrease was driven by an increase in acquisitions, net of cash acquired, of $91.8 million (primarily driven by the acquisition of Tabacón during Fiscal 2025), an increase in capital expenditures of $18.8 million, and a decrease in proceeds from insurance of $5.8 million.
Net cash provided by financing activities attributable to continuing operations was $51.3 million in Fiscal 2025, an increase of $450.3 million compared to net cash used in financing activities attributable to continuing operations in Fiscal 2024, primarily driven by a decrease in net payments on borrowings of $464.8 million, a decrease in dividends paid on convertible stock of $7.8 million, and a decrease in tax withholding payments paid on equity award vestings of $3.6 million. These increases were partially offset by payments in Fiscal 2025 of $14.6 million to purchase noncontrolling interests and $10.2 million for repurchases of our common stock.
Debt and Finance Obligations
See Note 9 – Debt and Finance Lease Obligations to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional discussion all of which is incorporated by reference herein.
Guarantees
See Note 18 – Litigation, Claims, Contingencies, and Other to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional discussion all of which is incorporated by reference herein.
Share Repurchases
On August 6, 2025, we announced that our Board of Directors approved a share repurchase authorization for up to $50 million of Pursuit’s common stock, which replaced and superseded the Company’s previous share repurchase authorization. Repurchases may be made from time to time at our discretion through open market purchases, including through Rule 10b5-1 trading plans, or otherwise, as market conditions and business considerations warrant. The Board of Directors’ authorization does not have an expiration date. During Fiscal 2025, we repurchased shares of our common stock worth $10.2 million. As of December 31, 2025, approximately $39.8 million remained authorized and available for common stock repurchases.
Critical Accounting Estimates
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). We are required to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenue, costs, and expenses. Critical accounting estimates are those estimates that are most important to the portrayal of our financial position and results of operations, and that require us to make the most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We identified and discussed with our Audit Committee the following critical accounting estimates and the methodology and disclosures related to those estimates:
Goodwill, Indefinite-lived Intangible Assets, and Long-Lived Assets
Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment at least annually. Intangible assets and long-lived assets with finite lives are amortized over their respective estimated useful lives and are reviewed for impairment if an event occurs or circumstances change that would indicate the carrying value may not be recoverable through future operations.
Application of the goodwill and indefinite-lived asset impairment tests require judgment, including the identification of reporting units, determination of the type of impairment test that should be performed, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the estimated fair value of reporting units and indefinite-lived intangible assets. We have the option to first perform a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is not less than its carrying amount. If it is determined, based on qualitative factors, that the fair value of the reporting unit or indefinite-lived intangible asset is more likely than not less than its carrying amount, or if significant changes to macro-economic factors related to the reporting unit or intangible asset have occurred that could materially impact the estimated fair value since the previous quantitative test was performed, a quantitative impairment test may be required. For purposes of quantitative impairment testing, we utilize a discounted expected future cash flow methodology (income approach) to estimate the fair value of our reporting units and indefinite-lived intangible assets. The estimates and assumptions regarding expected future cash flows (the most significant being revenue and EBITDA margins), discount rates, and terminal values require considerable judgment and are based on market conditions, financial forecasts, industry trends, and historical experience. Changes in these estimates and assumptions could materially affect the determination of estimated fair value and the amount of any potential impairment for each reporting unit or indefinite-lived intangible asset.
Goodwill and indefinite-lived intangible assets are tested for impairment at the reporting unit level on an annual basis as of October 31, and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. If the net carrying value of the reporting units or assets exceed their estimated fair value, an impairment will be recognized in an amount equal to that excess; otherwise, no impairment loss is recognized. For our annual impairment tests of our reporting units and indefinite-lived intangible assets during Fiscal 2025, we performed either a qualitative analysis and concluded it was more likely than not that estimated fair value exceeded carrying value, or we performed a quantitative analysis and concluded that the estimated fair value exceeded the carrying value.
As noted above, the estimates and assumptions regarding expected future cash flows, discount rates, and terminal values require considerable judgment and are based on market conditions, financial forecasts, industry trends, and historical experience. These estimates have inherent uncertainties, and different assumptions could lead to materially different results. Our goodwill and indefinite-lived intangible assets balances were $150.4 million and $8.7 million, respectively, as of December 31, 2025.
If an impairment indicator related to intangible assets and long-lived assets with finite lives is identified, or if other circumstances indicate an impairment may exist, we prepare projections of the undiscounted future cash flows expected to be generated from the underlying asset group and the cash flows resulting from the asset groupings eventual disposition. If the projections indicate that the underlying asset grouping is not expected to be recoverable, we perform a measurement of impairment and we recognize any carrying value in excess of fair value as an impairment charge.
Income taxes
We are required to estimate and record provisions for income taxes in each of the jurisdictions in which we operate. Accordingly, we must estimate our actual current income tax liability, and assess temporary differences arising from the treatment of items for tax purposes, as compared to the treatment for accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the Consolidated Balance Sheets. We use significant judgment in forming conclusions regarding the recoverability of our deferred tax assets and evaluate all available positive and negative evidence to determine if it is more-likely-than-not that the deferred tax assets will be realized. To the extent recovery does not appear likely, a valuation allowance must be recorded. We had gross deferred tax assets of $62.5 million and $59.6 million as of December 31, 2025 and 2024, respectively. We had a valuation allowance against gross deferred tax assets of $46.7 million and $43.6 million as of December 31, 2025 and 2024, respectively.
While we believe that the deferred tax assets, net of existing valuation allowances, will be utilized in future periods, there are inherent uncertainties regarding the ultimate realization of these assets. It is possible that the relative weight of positive and negative evidence regarding the realization of deferred tax assets may change, which could result in a material increase or decrease in our valuation allowance. Such a change could result in a material increase or decrease to income tax expense or benefit in the period the assessment was made.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We record uncertain tax positions on the basis of a two-step process: first we determine whether it is more-likely-than-not that the tax positions will be sustained on the basis of the technical merits of the position; and, if so, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. We believe the estimates and judgments we have made related to tax contingencies are reasonable and we have adequate reserves for uncertain tax positions. Actual results could differ and we may be exposed to increases or decreases in those reserves and tax provisions that could be material.
Pension and postretirement benefits
Our pension plans use traditional defined benefit formulas based on years of service and final average compensation. Funding policies provide that payments to defined benefit pension trusts shall be at least equal to the minimum funding required by applicable regulations. We presently anticipate contributing $0.5 million to our funded pension plans and $4.3 million to our unfunded pension plans in 2026.
During Fiscal 2025, we terminated the Giltspur, Inc. Employees’ Pension Plan, which was frozen in 1996. The plan had $9.3 million in assets and $10.4 million in estimated obligations on a liquidation basis of accounting as of December 31, 2024. As a result of the termination, we reclassified net expense comprised of previously recorded prior service credit and net actuarial loss of approximately $5.4 million to other expense, net on our Consolidated Statement of Operations during Fiscal 2025. Additionally, during Fiscal 2024, we communicated the termination of the Retirement Plan for Management Employees of Brewster Inc., which was frozen in Fiscal 2024, to applicable participants. The termination of the plan, which had $5.5 million in assets and $6.0 million in estimated obligations on a liquidation basis of accounting as of December 31, 2025, is expected to be completed during the year ending December 31, 2026.
We have previously administered defined benefit postretirement plans that provide medical and life insurance for certain eligible employees, retirees, and dependents. The related postretirement benefit liabilities are recognized over the employees’ service period. In addition, we retain the obligations for these benefits for retirees of certain sold businesses. During Fiscal 2025, we communicated the termination of our postretirement medical plan (the “Medical Retiree Plan”) to participants, with an expected termination date of December 31, 2026. As a result of the announcement of termination, our liability related to the Medical Retiree Plan was reduced by $5.2 million, and that reduction will be amortized to other expense, net, through the termination date of the Retiree Medical Plan. While the plans have no funding requirements, we expect to contribute $0.7 million to the plans during the year ending December 31, 2026.
The discount rates used in determining future pension and postretirement benefit obligations are based on rates determined by actuarial analysis and management review and reflect the estimated rates of return on a high-quality, hypothetical bond portfolio whose cash flows match the timing and amounts of expected benefit payments. See Note 16 – Pension and Postretirement Benefits to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.
Business Combinations
The assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values at the acquisition date. Any residual purchase price is recorded as goodwill. Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date, with respect to property and equipment and intangible assets. Although we believe the assumptions and estimates we have made are reasonable, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain and unpredictable. Unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates, or actual results. Examples of critical estimates used in valuing certain of the intangible assets and in determining the assets’ useful lives for the assets we have acquired or may acquire in the future include but are not limited to:
- estimated future expected cash flows and discount rates used to determine the present value of estimated future cash flows;
- the acquired company's trade name(s), as well as assumptions about the period of time the acquired trade name(s) will continue to be used in our product portfolio; and
- expected growth in revenue from the acquired company's existing relationships.
See Note 4 – Acquisitions to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.
Impact of Recent Accounting Pronouncements
See Note 1 – Organization and Summary of Significant Accounting Policies to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for additional information.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
Our market risk exposure relates to fluctuations in foreign exchange rates and interest rates. Foreign exchange risk is the risk that fluctuating exchange rates will adversely affect our financial condition or results of operations. The foreign exchange risk is composed of both potential losses from the translation of foreign currency financial information and the remeasurement of foreign currency transactions. Interest rate risk is the risk that changing interest rates will adversely affect our financial position or results of operations.
Our foreign operations are in Canada, Costa Rica, and Iceland. The functional currency of our foreign subsidiaries is their local currency. Accordingly, for purposes of consolidation, we translate the assets and liabilities of our foreign subsidiaries into U.S. dollars at the foreign exchange rates in effect at the balance sheet date. The unrealized gains or losses resulting from the translation of these foreign denominated assets and liabilities are included as a component of accumulated other comprehensive loss in the Consolidated Balance Sheets. As a result, significant fluctuations in foreign exchange rates relative to the U.S. dollar may result in material changes to our net equity position reported in the Consolidated Balance Sheets. We do not currently hedge our equity risk arising from the translation of foreign denominated assets and liabilities. Pursuit’s stockholders’ equity includes cumulative unrealized foreign currency translation losses of $46.4 million and $62.9 million as of December 31, 2025 and 2024, respectively. We recorded an unrealized foreign currency translation gain (loss) attributable to Pursuit of $16.5 million and ($27.6) million during Fiscal 2025 and Fiscal 2024, respectively, in the Consolidated Statements of Comprehensive Income.
For purposes of consolidation, revenue, expenses, gains, and losses related to our foreign operations are translated into U.S. dollars at the average foreign exchange rates for the period. As a result, our consolidated results of operations are exposed to fluctuations in foreign exchange rates as revenue and net income (loss) from continuing operations of our foreign operations, when translated, may vary from period to period, even when the functional currency amounts have not changed. Such fluctuations may adversely impact overall expected profitability and historical period-to-period comparisons. We do not currently hedge our net earnings exposure arising from the translation of our foreign revenue and net income (loss) from continuing operations. Considering our currency exposures to the Canadian dollar, Icelandic krona, and Costa Rica colón, a hypothetical adverse change of 10% (U.S. dollar strengthening) in currency exchange rates compared to the U.S. dollar would have resulted in an approximately $8 million reduction in income (loss) from continuing operations before income taxes for Fiscal 2025.
We are exposed to foreign exchange transaction risk, as our foreign subsidiaries have certain loans and leases denominated in currencies other than the functional currency of the respective subsidiary. As of December 31, 2025, we had long-term contractual liabilities that were denominated in nonfunctional currencies of $42.6 million. Additionally, during Fiscal 2025, we entered into an intercompany debt agreement with ITA, and the balance of the debt outstanding as of December 31, 2025 was $32.6 million. As foreign exchange rates fluctuate, these liabilities are remeasured, and the corresponding adjustment is recorded in the Consolidated Statements of Operations. A hypothetical change of 10% in foreign currency rates could result in a remeasurement adjustment to the Consolidated Statements of Operations of approximately $8 million.
We are exposed to short-term and long-term variable interest rate risk on certain of our debt obligations, which we do not hedge. A hypothetical change of 100 basis-points in interest rates would result in a change to interest expense, net of approximately $1 million based on outstanding long-term debt as of December 31, 2025.
ITEM 8. Financial Statements AND SUPPLEMENTARY DATA
| Financial Statements: | Page |
|---|---|
| Report of Independent Registered Public Accounting Firm | 34 |
| Consolidated Balance Sheets | 37 |
| Consolidated Statements of Operations | 38 |
| Consolidated Statements of Comprehensive Income | 39 |
| Consolidated Statements of Stockholders’ Equity and Mezzanine Equity | 40 |
| Consolidated Statements of Cash Flows | 42 |
| Notes to Consolidated Financial Statements | 43 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Pursuit Attractions and Hospitality, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Pursuit Attractions and Hospitality, Inc. (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and mezzanine equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill – Flyover Attractions and Glacier Park Collection reporting units – Refer to Notes 1 and 8 to the financial statements
Critical Audit Matter Description
The Company’s evaluation of goodwill for impairment involves the comparison of the estimated fair value of each reporting unit to its carrying value. The Company used a discounted expected future cash flow methodology to estimate the fair value of its reporting units, which requires management to make significant assumptions and estimates related to the discount rate and expected forecasts of future cash flows, including revenues and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins (“forecasts”). Changes in these assumptions and estimates could have a significant impact on either the estimated fair value, the amount of goodwill impairment charge, or both.
Given the significant judgments made by management to estimate the fair value of the Flyover Attractions and Glacier Park Collection reporting units, performing audit procedures to evaluate the reasonableness of management’s assumptions and estimates related to selection of the discount rates and forecasts required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the selection of the discount rates and forecasts used by management to estimate the fair value of the Flyover Attractions and Glacier Park Collection reporting units included the following:
- We tested the design and operating effectiveness of internal controls over management’s goodwill evaluation, including those over the determination of the estimated fair value of the reporting units, such as the controls related to management’s selection of the discount rates and forecasts.
- We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results of the Company; (2) internal communications to management; and (3) forecasted information included in industry reports of the Company.
- With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodologies used; and (2) discount rates, including testing the source information underlying the determination of the discount rates, testing the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management.
/s/ Deloitte & Touche LLP
Tempe, Arizona
February 25, 2026
We have served as the Company’s auditor since at least 1929; however, an earlier year could not be reliably determined.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Pursuit Attractions and Hospitality, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Pursuit Attractions and Hospitality, Inc. (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 25, 2026, expressed an unqualified opinion on those financial statements.
As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment certain elements of internal control over financial reporting at Tabacón, which was acquired on July 1, 2025, and those elements of internal control over financial reporting constitute approximately 0.3% of total assets and 3.0% of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2025. Accordingly, our audit did not include the internal control over financial reporting at Tabacón.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Tempe, Arizona
February 25, 2026
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
CONSOLIDATED BALANCE SHEETS
| (in thousands, except per share data) | 2024 | ||||
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 31,118 | $ | 49,702 | ||
| Accounts receivable, net of allowances | 9,151 | 9,267 | |||
| Inventories | 12,105 | 9,983 | |||
| Other current assets | 11,282 | 48,432 | |||
| Total current assets | 63,656 | 117,384 | |||
| Property and equipment, net | 649,330 | 526,236 | |||
| Other investments and assets | 79 | 6,936 | |||
| Operating lease right-of-use assets | 26,297 | 26,765 | |||
| Goodwill | 150,414 | 103,321 | |||
| Other intangible assets, net | 75,649 | 64,366 | |||
| Total Assets | 965,425 | $ | 845,008 | ||
| Liabilities and Stockholders’ Equity | |||||
| Current liabilities | |||||
| Accounts payable | 21,002 | $ | 22,494 | ||
| Contract liabilities | 14,478 | 12,372 | |||
| Accrued compensation | 11,782 | 7,642 | |||
| Other current liabilities | 31,528 | 33,886 | |||
| Total current liabilities | 78,790 | 76,394 | |||
| Long-term debt and finance lease obligations | 155,020 | 71,443 | |||
| Long-term operating lease obligations | 35,339 | 36,336 | |||
| Other deferred items and liabilities | 35,892 | 44,147 | |||
| Total liabilities | 305,041 | 228,320 | |||
| Commitments and contingencies | |||||
| Stockholders’ equity | |||||
| Pursuit stockholders’ equity: | |||||
| Common stock, 1.50 par value, 200,000 shares authorized, 28,009 and 28,077 shares outstanding as of December 31, 2025 and 2024, respectively | 47,413 | 47,413 | |||
| Additional capital | 685,714 | 680,684 | |||
| Retained earnings | 57,246 | 33,697 | |||
| Accumulated other comprehensive loss | (41,803 | ) | (64,475 | ) | |
| Common stock in treasury, at cost, 3,611 and 3,543 shares as of December 31, 2025 and 2024, respectively | (166,737 | ) | (171,494 | ) | |
| Total Pursuit stockholders’ equity | 581,833 | 525,825 | |||
| Non-redeemable noncontrolling interests | 78,551 | 90,863 | |||
| Total stockholders’ equity | 660,384 | 616,688 | |||
| Total Liabilities and Stockholders’ Equity | 965,425 | $ | 845,008 |
All values are in US Dollars.
See accompanying Notes to Consolidated Financial Statements.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2025 | 2024 | 2023 | ||||||
| Revenue: | |||||||||
| Ticket, rooms, transportation, and other services revenue | $ | 340,633 | $ | 274,391 | $ | 258,664 | |||
| Food, beverage, and retail products revenue | 111,784 | 92,097 | 91,621 | ||||||
| Total revenue | 452,417 | 366,488 | 350,285 | ||||||
| Costs and expenses: | |||||||||
| Cost of food, beverage, and retail products sold | 34,623 | 31,121 | 31,903 | ||||||
| Operating expenses (exclusive of depreciation and amortization shown separately below) | 226,127 | 214,220 | 188,905 | ||||||
| Selling, general, and administrative expenses | 80,093 | 57,795 | 56,763 | ||||||
| Depreciation and amortization | 46,070 | 42,960 | 37,929 | ||||||
| Interest expense, net | 8,823 | 14,182 | 5,963 | ||||||
| Other expense, net | 1,662 | 4,073 | 1,544 | ||||||
| Impairment charges | — | 47,572 | — | ||||||
| Total costs and expenses | 397,398 | 411,923 | 323,007 | ||||||
| Income (loss) from continuing operations before income taxes | 55,019 | (45,435 | ) | 27,278 | |||||
| Income tax expense | (16,502 | ) | (6,325 | ) | (12,929 | ) | |||
| Income (loss) from continuing operations | 38,517 | (51,760 | ) | 14,349 | |||||
| (Loss) income from discontinued operations, net of tax | (2,208 | ) | 425,603 | 9,103 | |||||
| Net income | 36,309 | 373,843 | 23,452 | ||||||
| Net income attributable to non-redeemable noncontrolling interests | (13,641 | ) | (6,557 | ) | (7,836 | ) | |||
| Net loss attributable to redeemable noncontrolling interests | — | 1,258 | 401 | ||||||
| Net income attributable to Pursuit | $ | 22,668 | $ | 368,544 | $ | 16,017 | |||
| Basic income (loss) per common share: | |||||||||
| Continuing operations attributable to Pursuit common stockholders | $ | 0.88 | $ | (2.31 | ) | $ | (0.03 | ) | |
| Discontinued operations attributable to Pursuit common stockholders | (0.08 | ) | 15.15 | 0.33 | |||||
| Net income attributable to Pursuit common stockholders | $ | 0.80 | $ | 12.84 | $ | 0.30 | |||
| Weighted-average outstanding common shares | 28,198 | 21,419 | 20,855 | ||||||
| Diluted income (loss) per common share: | |||||||||
| Continuing operations attributable to Pursuit common stockholders | $ | 0.88 | $ | (2.31 | ) | $ | (0.03 | ) | |
| Discontinued operations attributable to Pursuit common stockholders | (0.08 | ) | 15.15 | 0.33 | |||||
| Net income attributable to Pursuit common stockholders | $ | 0.80 | $ | 12.84 | $ | 0.30 | |||
| Weighted-average outstanding and potentially dilutive common shares | 28,389 | 21,419 | 20,855 | ||||||
| Amounts attributable to Pursuit | |||||||||
| Income (loss) from continuing operations | $ | 24,876 | $ | (57,059 | ) | $ | 6,914 | ||
| (Loss) income from discontinued operations | (2,208 | ) | 425,603 | 9,103 | |||||
| Net income attributable to Pursuit | $ | 22,668 | $ | 368,544 | $ | 16,017 |
See accompanying Notes to Consolidated Financial Statements.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| (in thousands) | 2024 | 2023 | ||||||
| Net income | 36,309 | $ | 373,843 | $ | 23,452 | |||
| Other comprehensive income (loss): | ||||||||
| Unrealized foreign currency translation adjustments | 20,788 | (32,806 | ) | 9,589 | ||||
| Change in fair value of interest rate cap | — | 651 | (651 | ) | ||||
| Change in net actuarial loss, net of tax effects of 2,319, 82, and 21 | 2,502 | 2,398 | (277 | ) | ||||
| Change in prior service credit, net of tax | 3,670 | 470 | 76 | |||||
| Comprehensive income | 63,269 | 344,556 | 32,189 | |||||
| Comprehensive income attributable to non-redeemable noncontrolling interests | (17,929 | ) | (1,447 | ) | (9,604 | ) | ||
| Comprehensive loss attributable to redeemable noncontrolling interests | — | 1,354 | 223 | |||||
| Comprehensive income attributable to Pursuit | 45,340 | $ | 344,463 | $ | 22,808 |
All values are in US Dollars.
See accompanying Notes to Consolidated Financial Statements.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY
| Mezzanine Equity | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Common<br>Stock | Additional<br>Capital | Retained (Deficit) Earnings | Accumulated<br>Other<br>Comprehensive Loss | Common<br>Stock in<br>Treasury | Total<br>Pursuit<br>Equity | Non-Redeemable<br>Noncontrolling<br>Interests | Total<br>Stockholders’<br>Equity | Redeemable<br>Noncontrolling<br>Interest | Convertible<br>Series A<br>Preferred<br>Stock | |||||||||||||||||||
| Balance, December 31, 2022 | $ | 37,402 | $ | 570,271 | $ | (334,301 | ) | $ | (47,185 | ) | $ | (211,657 | ) | $ | 14,530 | $ | 82,310 | $ | 96,840 | $ | 4,956 | $ | 132,591 | ||||||
| Net income (loss) | — | — | 16,017 | — | — | 16,017 | 7,836 | 23,853 | (401 | ) | — | ||||||||||||||||||
| Dividends on convertible preferred stock | — | — | (7,801 | ) | — | — | (7,801 | ) | — | (7,801 | ) | — | — | ||||||||||||||||
| Capital distributions to noncontrolling interests | — | — | — | — | — | — | (2,726 | ) | (2,726 | ) | — | — | |||||||||||||||||
| Change in fair value of interest rate cap | — | — | — | (651 | ) | — | (651 | ) | — | (651 | ) | — | — | ||||||||||||||||
| Payment of payroll taxes on stock-based compensation through shares withheld | — | — | — | — | (208 | ) | (208 | ) | — | (208 | ) | — | — | ||||||||||||||||
| Employee benefit plans | — | (13,465 | ) | — | — | 16,143 | 2,678 | — | 2,678 | — | — | ||||||||||||||||||
| Share-based compensation | — | 11,424 | — | — | — | 11,424 | — | 11,424 | — | — | |||||||||||||||||||
| Unrealized foreign currency translation adjustments | — | — | — | 7,643 | — | 7,643 | 1,768 | 9,411 | 178 | — | |||||||||||||||||||
| Change in net actuarial loss, net of tax | — | — | — | (277 | ) | — | (277 | ) | — | (277 | ) | — | — | ||||||||||||||||
| Change in prior service credit, net of tax | — | — | — | 76 | — | 76 | — | 76 | — | — | |||||||||||||||||||
| Other, net | — | — | 1 | — | 1 | 2 | — | 2 | — | — | |||||||||||||||||||
| Balance, December 31, 2023 | $ | 37,402 | $ | 568,230 | $ | (326,084 | ) | $ | (40,394 | ) | $ | (195,721 | ) | $ | 43,433 | $ | 89,188 | $ | 132,621 | $ | 4,733 | $ | 132,591 | ||||||
| Net income (loss) | — | — | 368,544 | — | — | 368,544 | 6,557 | 375,101 | (1,258 | ) | — | ||||||||||||||||||
| Dividends on convertible preferred stock | — | — | (7,801 | ) | — | — | (7,801 | ) | — | (7,801 | ) | — | — | ||||||||||||||||
| Conversion of convertible preferred stock | 10,011 | 122,580 | — | — | — | 132,591 | — | 132,591 | — | (132,591 | ) | ||||||||||||||||||
| Capital distributions to noncontrolling interests | — | — | — | — | — | — | (3,151 | ) | (3,151 | ) | — | — | |||||||||||||||||
| Reclassification of redeemable noncontrolling interests | — | — | — | — | — | — | 3,379 | 3,379 | (3,379 | ) | — | ||||||||||||||||||
| Change in fair value of interest rate cap | — | — | — | 651 | — | 651 | — | 651 | — | — | |||||||||||||||||||
| Payment of payroll taxes on stock-based compensation through shares withheld | — | — | — | — | (1,266 | ) | (1,266 | ) | — | (1,266 | ) | — | — | ||||||||||||||||
| Employee benefit plans | — | (24,869 | ) | — | — | 25,493 | 624 | — | 624 | — | — | ||||||||||||||||||
| Share-based compensation | — | 14,061 | — | — | — | 14,061 | — | 14,061 | — | — | |||||||||||||||||||
| Unrealized foreign currency translation adjustments | — | — | — | (27,600 | ) | — | (27,600 | ) | (5,110 | ) | (32,710 | ) | (96 | ) | — | ||||||||||||||
| Change in net actuarial loss, net of tax | — | — | — | 2,398 | — | 2,398 | — | 2,398 | — | — | |||||||||||||||||||
| Change in prior service credit, net of tax | — | — | — | 470 | — | 470 | — | 470 | — | — | |||||||||||||||||||
| Other, net | — | 682 | (962 | ) | — | — | (280 | ) | — | (280 | ) | — | — | ||||||||||||||||
| Balance, December 31, 2024 | $ | 47,413 | $ | 680,684 | $ | 33,697 | $ | (64,475 | ) | $ | (171,494 | ) | $ | 525,825 | $ | 90,863 | $ | 616,688 | $ | — | $ | — |
See accompanying Notes to Consolidated Financial Statements.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY (CONTINUED)
| (in thousands) | Common<br>Stock | Additional<br>Capital | Retained Earnings | Accumulated<br>Other<br>Comprehensive<br>Loss | Common<br>Stock in<br>Treasury | Total<br>Pursuit<br>Equity | Non-Redeemable<br>Noncontrolling<br>Interests | Total<br>Stockholders’<br>Equity | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, December 31, 2024 | $ | 47,413 | $ | 680,684 | $ | 33,697 | $ | (64,475 | ) | $ | (171,494 | ) | $ | 525,825 | $ | 90,863 | $ | 616,688 | ||||
| Net income | — | — | 22,668 | — | — | 22,668 | 13,641 | 36,309 | ||||||||||||||
| Purchase of noncontrolling interests | — | 10,265 | — | — | — | 10,265 | (24,833 | ) | (14,568 | ) | ||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | (5,408 | ) | (5,408 | ) | ||||||||||||
| Common stock repurchases | — | — | — | — | (10,233 | ) | (10,233 | ) | — | (10,233 | ) | |||||||||||
| Employee benefit plans | — | (12,683 | ) | — | — | 14,990 | 2,307 | — | 2,307 | |||||||||||||
| Share-based compensation | — | 7,448 | — | — | — | 7,448 | — | 7,448 | ||||||||||||||
| Unrealized foreign currency translation adjustments | — | — | — | 16,500 | — | 16,500 | 4,288 | 20,788 | ||||||||||||||
| Change in net actuarial loss, net of tax | — | — | — | 2,502 | — | 2,502 | — | 2,502 | ||||||||||||||
| Change in prior service credit, net of tax | — | — | — | 3,670 | — | 3,670 | — | 3,670 | ||||||||||||||
| Other, net | — | — | 881 | — | — | 881 | — | 881 | ||||||||||||||
| Balance, December 31, 2025 | $ | 47,413 | $ | 685,714 | $ | 57,246 | $ | (41,803 | ) | $ | (166,737 | ) | $ | 581,833 | $ | 78,551 | $ | 660,384 |
See accompanying Notes to Consolidated Financial Statements.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | ||||||
| Cash flows from operating activities | |||||||||
| Net income | $ | 36,309 | $ | 373,843 | $ | 23,452 | |||
| Loss (income) from discontinued operations, net of tax | 2,208 | (425,603 | ) | (9,103 | ) | ||||
| Adjustments to reconcile net income to net cash provided by operating activities attributable to continuing operations: | |||||||||
| Depreciation and amortization | 46,070 | 42,960 | 37,929 | ||||||
| Impairment charges | — | 47,572 | — | ||||||
| Share-based compensation expense | 7,448 | 11,169 | 8,976 | ||||||
| Other non-cash items, net | (759 | ) | 12,113 | (3,289 | ) | ||||
| Change in operating assets and liabilities (excluding the impact of acquisitions and disposition): | |||||||||
| Receivables | (1,023 | ) | (2,125 | ) | (953 | ) | |||
| Inventories | (1,817 | ) | (853 | ) | 51 | ||||
| Accounts payable | (5,071 | ) | 13,958 | 2,358 | |||||
| Accrued compensation | (3,904 | ) | (3,296 | ) | (2,315 | ) | |||
| Contract liabilities | 1,190 | 175 | 1,262 | ||||||
| Income taxes payable | 6,266 | 4,672 | 416 | ||||||
| Other assets and liabilities, net | (766 | ) | (17,636 | ) | 21,989 | ||||
| Net cash provided by operating activities attributable to continuing operations | 86,151 | 56,949 | 80,773 | ||||||
| Cash flows from investing activities | |||||||||
| Cash paid for acquisitions, net of cash acquired | (107,915 | ) | (16,129 | ) | (41 | ) | |||
| Capital expenditures | (75,020 | ) | (56,231 | ) | (62,443 | ) | |||
| Proceeds from sale of business | 25,000 | 428,805 | — | ||||||
| Proceeds from insurance | 6,767 | 12,612 | — | ||||||
| Other investing activities | 100 | 38 | — | ||||||
| Net cash (used in) provided by investing activities attributable to continuing operations | (151,068 | ) | 369,095 | (62,484 | ) | ||||
| Cash flows from financing activities | |||||||||
| Proceeds from borrowings | 435,348 | 572,173 | 162,049 | ||||||
| Payments on debt and finance lease obligations | (352,634 | ) | (954,212 | ) | (182,514 | ) | |||
| Purchase of noncontrolling interests | (14,568 | ) | — | — | |||||
| Repurchases of common stock | (10,209 | ) | — | — | |||||
| Distributions of noncontrolling interests, net | (5,408 | ) | (3,151 | ) | (2,726 | ) | |||
| Payments of debt issuance costs | (2,690 | ) | (799 | ) | (1,667 | ) | |||
| Payment of payroll taxes on stock-based compensation through shares withheld or repurchased | (1,427 | ) | (5,076 | ) | (1,482 | ) | |||
| Proceeds from exercise of stock options | 2,840 | — | — | ||||||
| Dividends paid on convertible preferred stock | — | (7,801 | ) | (7,801 | ) | ||||
| Other financing activities | — | (201 | ) | — | |||||
| Net cash provided by (used in) financing activities attributable to continuing operations | 51,252 | (399,067 | ) | (34,141 | ) | ||||
| Total cash (used in) provided by continuing operations | (13,665 | ) | 26,977 | (15,852 | ) | ||||
| Net cash (used in) provided by operating activities attributable to discontinued operations | (11,881 | ) | (7,275 | ) | 23,905 | ||||
| Net cash used in investing activities attributable to discontinued operations | (415 | ) | (18,329 | ) | (12,371 | ) | |||
| Net cash used in financing activities attributable to discontinued operations | — | (2,015 | ) | (2,023 | ) | ||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash attributable to discontinued operations | — | (1,063 | ) | 742 | |||||
| Total cash (used in) provided by discontinued operations | (12,296 | ) | (28,682 | ) | 10,253 | ||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash attributable to continuing operations | 1,598 | (1,267 | ) | 64 | |||||
| Net change in cash, cash equivalents, and restricted cash | (24,363 | ) | (2,972 | ) | (5,535 | ) | |||
| Cash, cash equivalents, and restricted cash, beginning of year | 56,057 | 59,029 | 64,564 | ||||||
| Cash, cash equivalents, and restricted cash, end of year | $ | 31,694 | $ | 56,057 | $ | 59,029 |
See accompanying Notes to Consolidated Financial Statements.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|---|
Organization
Pursuit is a global attractions and hospitality company that owns and operates a collection of inspiring and unforgettable travel experiences in iconic destinations in the U.S., Canada, Iceland, and Costa Rica. As of December 31, 2025, the Company owned 17 world-class point-of-interest sightseeing attractions and 29 distinctive lodges, along with integrated food and beverage, retail and transportation offerings.
On July 1, 2025, Pursuit entered into a Share Purchase Agreement with the shareholders of ITA, pursuant to which the Company acquired all of the issued and outstanding shares of ITA. 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. Tabacón features 105 rooms, an internationally renowned spa, and signature culinary experiences. The financial results of Tabacón are consolidated in the Company’s financial statements prospectively from the date of acquisition. See Note 4 – Acquisitions for additional information.
Reportable segment
The Company is managed on a consolidated basis for purposes of assessing performance, making operating decisions, and allocating resources. Accordingly, Pursuit is deemed to be a single operating segment in this Form 10-K.
Basis of Presentation and Principles of Consolidation
The accompanying Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the U.S. of America (“GAAP”). The Company has consolidated the accounts of Pursuit and all majority-owned subsidiaries and eliminated all significant intercompany account balances and transactions in consolidation. Certain prior year amounts have been reclassified in order to conform to the current year presentation.
Pursuit (formerly Viad Corp) entered into an Equity Purchase Agreement with Truelink Capital, pursuant to which Truelink Capital agreed to purchase all of the outstanding equity interests held by the Company in its subsidiaries comprising the GES Business. During the year ended December 31, 2024, the Company completed the GES Sale and relaunched Viad Corp as Pursuit. Pursuit began trading under a new NYSE ticker symbol, “PRSU”, on January 2, 2025. The aggregate purchase price was $535 million, consisting of a base purchase price of $510 million, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses, and a deferred purchase price of $25 million payable by Truelink Capital to the Company one year after the closing date (which was received by Pursuit during the year ended December 31, 2025). The Company determined that the GES Sale met the criteria to be classified as a discontinued operation, and accordingly the GES Business has been accounted for as a discontinued operation in this Form 10-K. All amounts and disclosures for all periods presented reflect only the continuing operations of the Company unless otherwise noted. See Note 5 – Discontinued Operations for additional information.
Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenue, costs, and expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things: impairment testing of recorded goodwill, intangible assets, and long-lived assets; allowance for uncollectible accounts receivable; sales reserve allowances; provision for income taxes, including uncertain tax positions; valuation allowances related to deferred tax assets; liabilities for losses related to self-insured liability claims; liabilities for losses related to environmental remediation obligations; pension and postretirement benefit costs and obligations; share-based compensation costs; the discount rates used to value lease obligations; and the allocation of purchase price of acquired businesses. These estimates are inherently based on judgment and information currently available. Actual results could differ from these and other estimates. The Company believes the assumptions underlying these financial statements are reasonable.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Cash, Cash Equivalents, and Restricted Cash
Cash equivalents are highly-liquid investments with original maturities of three months or less. Cash and cash equivalents consist of cash and bank demand deposits.
Cash, cash equivalents, and restricted cash balances as presented in the Consolidated Statements of Cash Flows as of December 31, 2025 and 2024 included:
| December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Cash and cash equivalents | $ | 31,118 | $ | 49,702 |
| Restricted cash (included in other current assets) | 576 | 6,355 | ||
| Cash, cash equivalents, and restricted cash | $ | 31,694 | $ | 56,057 |
Allowances for Doubtful Accounts
Allowances for doubtful accounts reflect the best estimate of expected losses inherent in the accounts receivable balance. The allowances for doubtful accounts, including a sales allowance for billing adjustments at the time of sale, are based upon an evaluation of the aging of receivables, historical trends, and the current economic environment.
Inventories
The Company’s inventory consists primarily of purchased retail inventory and food and beverage items. Inventory is stated at the lower of cost (first-in, first-out and specific identification methods) or net realizable value.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets: buildings, 20 to 40 years; equipment, 3 to 40 years; and leasehold improvements, over the shorter of the lease term or useful life. Property and equipment are tested for potential impairment whenever events or changes in circumstances indicate that the carrying value of the long-lived asset may not be recoverable through undiscounted cash flows.
Leases
The Company recognizes a right-of-use asset and lease liability on the Consolidated Balance Sheets and classifies leases as either finance or operating leases. The classification of the lease determines whether lease expense is recognized over the lease term on an effective interest method basis (finance lease) or a straight-line basis (operating lease). In determining whether an agreement contains a lease, the Company considers if it has a right to control the use of the underlying asset during the lease term in exchange for an obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recorded at commencement date, which is when the underlying asset is available for use to a lessee, based on the present value of lease payments over the lease term.
The Company’s operating and finance leases are primarily equipment and land leases. Equipment leases comprise mainly vehicles, hardware, and office equipment, each with various lease terms. Land leases comprise mainly leases in Canada and Iceland on which the Company’s hotels or attractions are located and have lease terms ranging up to 46 years.
If a lease contains a renewal option that is reasonably certain to be exercised, then the lease term includes the optional periods in measuring a right-of-use asset and lease liability. Variable leases and variable non-lease components are not included in the calculation of the right-of-use asset and corresponding lease liability. The Company’s lease agreements do not contain any significant residual value guarantees or restrictive covenants.
Substantially all of the Company’s lease agreements do not specify an implicit borrowing rate, and as such, the Company utilizes an incremental borrowing rate based on lease term and country in order to calculate the present value of future lease payments. The incremental borrowing rate represents a risk-adjusted rate on a collateralized basis and is the expected rate at which Pursuit would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term and the country.
The Company is also a lessor to third party tenants who lease certain portions of facilities that it owns. Lease income from owned facilities is recorded as rental income. The Company classifies all of its leases for which it is the lessor as operating leases.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Long-lived Assets
In testing long-lived assets and goodwill for impairment, the Company tests its long-lived assets first, followed by testing the goodwill of its reporting units that include the long-lived assets assessed in the impairment test. If an asset group includes only a portion of a reporting unit, the carrying amount of goodwill is not included in the asset group. The carrying values of the asset group are adjusted, if necessary, based on the results of the long-lived assets impairment test prior to testing goodwill.
Long-lived assets with finite lives are amortized over their respective estimated useful lives and are reviewed for impairment if an event occurs or circumstances change that would indicate the carrying value may not be recoverable through future operations. If an impairment indicator related to long-lived assets is identified, or if other circumstances indicate an impairment may exist, the Company performs an assessment to determine if an impairment loss should be recognized. This assessment includes a recoverability test to identify if the expected future undiscounted cash flows are less than the carrying value of the related assets. If the results of the recoverability test indicate that expected future undiscounted cash flows are less than the carrying value of the related assets, the Company performs a fair value analysis. In determining the fair value of the asset group, a discounted cash flow analysis is utilized using the income approach. The significant estimates and assumptions used in determining the fair value of the asset group are similar to the significant estimates and assumptions used in determining the fair value of the Company’s reporting units.
Goodwill
Goodwill is tested for impairment at the reporting unit level on an annual basis as of October 31, and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. The Company has the option to first perform a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit is not less than its carrying amount. If it is determined, based on qualitative factors, that the fair value of the reporting unit is more likely than not less than its carrying amount, or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact the estimated fair value since the previous quantitative test was performed, a quantitative impairment test may be required. For purposes of quantitative impairment testing, the Company utilizes a discounted expected future cash flow methodology (income approach) to estimate the fair value of the Company’s reporting units. The estimates and assumptions regarding expected future cash flows (the most significant being revenue and EBITDA margins), discount rates, and terminal values require considerable judgment and are based on market conditions, financial forecasts, industry trends, and historical experience. These estimates require management judgment and have inherent uncertainties, and different assumptions could lead to materially different results.
Fair Value of Financial Instruments
The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term maturities of these instruments. See Note 9 – Debt and Finance Lease Obligations for the estimated fair value of debt obligations.
Noncontrolling Interests – Non-redeemable and Redeemable
Non-redeemable noncontrolling interests represent the portion of equity in a subsidiary that is not attributable, directly or indirectly, to the Company. Non-redeemable noncontrolling interests are reported within stockholders’ equity in the Consolidated Balance Sheets. The amount of consolidated net income or loss attributable to Pursuit and the non-redeemable noncontrolling interests are presented in the Consolidated Statements of Operations.
Noncontrolling interests with redemption features that are not solely within the control of the Company are considered to be redeemable noncontrolling interests, which are classified as mezzanine equity and are reported between liabilities and stockholders’ equity in the Consolidated Balance Sheets. The Company’s redeemable noncontrolling interests was previously related to the Company’s 56% equity ownership interest in Esja Attractions ehf. (“Esja”), which owned the Flyover Iceland attraction. The Esja shareholders agreement contained a put option that gave the minority Esja shareholders the right to sell (or “put”) their Esja shares to the Company based on a calculated formula within a predefined term. As of December 31, 2024, the Flyover Iceland attraction did not achieve the put option condition and accordingly, the put option expired. As a result, the redeemable noncontrolling interest owned by Esja was reclassified to non-redeemable noncontrolling interests during the year ended December 31, 2024 and was presented within stockholders’ equity in the Consolidated Balance Sheets.
During the year ended December 31, 2025, the Company purchased the remaining 43.6% equity ownership share of Flyover Iceland that was held by a noncontrolling interest for approximately $1.6 million and the remaining 20% equity ownership interest of Glacier Park, Inc. that was held by a noncontrolling interest for $13.0 million. As a result, the differences between the balance of the respective noncontrolling interests at the time of the purchases and the cash paid were recorded as increases to additional capital on the Company’s Consolidated Balance Sheet.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Foreign Currency Translation
The Company’s foreign operations are in Canada, Iceland, and Costa Rica. The functional currency of the Company’s foreign subsidiaries is their local currency. Accordingly, for purposes of consolidation, assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the foreign exchange rates in effect at the respective balance sheet dates. The unrealized gains or losses resulting from the translation of these foreign denominated assets and liabilities are included as a component of accumulated other comprehensive loss (“AOCL”) in the Consolidated Balance Sheets. For purposes of consolidation, revenue, costs and expenses, gains, and losses related to the Company’s foreign operations are translated into U.S. dollars at the average foreign exchange rates for the period. The Company also has certain loans and leases in currencies other than the entity’s functional currency, which results in gains or losses as exchange rates fluctuate and are recorded in the Consolidated Statements of Operations.
Revenue Recognition
Revenue is measured based on a specified amount of consideration in a contract with a customer, net of commissions paid to customers and amounts collected on behalf of third parties. Revenue is recognized when the performance obligation is satisfied by transferring control of a product or delivering the service to a customer.
Service revenue is derived through ticket revenue, rooms revenue, and transportation and other services. Product revenue is derived through food and beverage and retail sales. Revenue is recognized when the service has been provided or the product has been delivered. Service revenue is recognized over time as the customer simultaneously receives and consumes the benefits, and product revenue is recognized at a point in time.
Insurance Recoveries
Receipts from insurance up to the amount of the recognized losses are considered recoveries and are accounted for when they are probable to be received. Anticipated proceeds in excess of the recognized loss are considered a contingency gain. A contingency gain for anticipated insurance proceeds in excess of losses already recognized is not recognized until all contingencies relating to the insurance claim have been resolved.
On July 22, 2024, Jasper National Park was closed and evacuated due to wildfire activity, and wildfires entered the Jasper townsite on July 24, 2024. Pursuit’s hotels and attractions in and near the Jasper townsite were not reached by the wildfires and remain intact except for the Maligne Canyon Wilderness Kitchen (“Wilderness Kitchen”), a restaurant and retail operation located about three miles outside the town of Jasper. In addition to the loss of the Wilderness Kitchen, food and beverage inventories at the Company’s properties throughout the region were spoiled and written off. The Company also incurred other costs related to restoration efforts.
During the year ended December 31, 2024, the Company recorded estimated losses incurred at its properties affected by the Jasper wildfires, and received approximately $13 million in insurance proceeds as a partial settlement relating to the losses, of which $3.8 million was allocated to the charge for the Wilderness Kitchen and $9.2 million was allocated against the insurance receivable for other losses incurred. During the year ended December 31, 2025, the Company received additional insurance proceeds relating to the losses of approximately $6.8 million, as well as approximately $4.2 million in business interruption insurance proceeds, which were recorded as a gain included in “Other expense, net” in the Consolidated Statements of Operations. As of December 31, 2025, total insurance proceeds received to date related to the Jasper wildfires were $24.0 million. The Company is still in the process of determining whether additional recoveries will be received for losses incurred or business interruption.
Share-Based Compensation
Share-based compensation costs related to all share-based payment awards are recognized and measured using the fair value method of accounting. These awards generally include restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), and contain forfeiture and, in certain cases, non-compete provisions. The Company issues share-based payment awards from shares held in treasury. Future vesting is generally subject to continued employment, and the Company accounts for forfeitures as they occur. Holders of vested share-based awards have the right to receive dividends and have voting rights, but may not sell, assign, transfer, pledge, or otherwise encumber the stock, except to the extent restrictions have lapsed and in accordance with the Company’s insider trading policy.
The Company accounts for share-based awards that will settle in shares of its common stock as equity-based awards. Share-based compensation expense of equity-based awards is measured at fair value on the grant date on a straight-line basis over the vesting period. The fair value of share-based awards that contain a performance goal based on a market condition such as total shareholder return is estimated using a Monte Carlo simulation.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Common Stock in Treasury
Common stock purchased for treasury is recorded at historical cost. Subsequent share issuances from the treasury reserve are primarily related to share-based compensation programs and recorded at weighted-average cost.
Income (Loss) Per Common Share
Diluted income (loss) per common share is calculated using the more dilutive of the two-class method or if-converted method. The two-class method uses net income (loss) available to common stockholders and assumes conversion of all potential shares other than the participating securities. The if-converted method uses net income (loss) available to common shareholders and assumes conversion of all potential shares including the participating securities. Dilutive potential common shares include outstanding stock options, unvested restricted share units and convertible preferred stock. The Company applies the two-class method in calculating income (loss) per common share as unvested share-based payment awards that contain nonforfeitable rights to dividends and preferred stock are considered participating securities. Accordingly, such securities are included in the earnings allocation in calculating income (loss) per share. The adjustment to the carrying value of the redeemable noncontrolling interests is reflected in income (loss) per common share.
Impact of Recent Accounting Pronouncements
The following table provides a brief description of recent Accounting Standards Updates (“ASU”):
| Standard | Description | Date of adoption | Effect on the financial statements |
|---|---|---|---|
| Standards Not Yet Adopted | |||
| ASU 2024-03, Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | The amendment requires additional disclosure in the notes to the financial statements about specified expense categories including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. | January 1, 2027 | This new guidance will expand the Company's footnote disclosures within the scope of this new standard with no impact to the Company's Consolidated Financial Statements. |
| ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software | The amendment updates the accounting guidance for costs incurred to develop or obtain software solely for internal use and costs incurred to implement cloud computing arrangements. Under current guidance, costs are accounted for based on distinct project stages, and that concept is removed under the ASU, which instead clarifies that eligible costs may be capitalized upon meeting specific capitalization thresholds and overcoming significant development uncertainty. | January 1, 2028, with early adoption permitted | The Company is still in the process of evaluating what impact this new standard will have on its Consolidated Financial Statements. |
| ASU 2025-11, Intangibles—Interim Reporting (Topic 270): Narrow-Scope Improvements | The amendment creates a comprehensive list of interim disclosures required under U.S. GAAP and outlines a principle that requires disclosures at interim periods when an event or change that has a material effect has occurred since the previous year end. The goal of the amendment is to provide clarity regarding the current interim requirements, rather than changing the requirements. | January 1, 2028, with early adoption permitted | The Company is still in the process of evaluating what impact this new standard will have on its Consolidated Financial Statements. |
| Standard | Description | Date of adoption | Effect on the financial statements |
| --- | --- | --- | --- |
| Standards Recently Adopted | |||
| ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures | The amendment expands the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. | January 1, 2025 | This new guidance expanded the Company's footnote disclosures within the scope of this new standard with no impact to its Consolidated Financial Statements. The guidance was adopted on a retrospective basis. |
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Immaterial Correction to Prior Period Financial Statements
During the year ended December 31, 2025, the Company identified a multi-year error in the presentation of the Consolidated Statements of Comprehensive Income, which resulted from the inclusion of incorrect amounts of unrealized foreign currency translation adjustments. The error had no impact on any of the other Consolidated Financial Statements. The Company evaluated the error and concluded it was not material to prior periods, individually or in the aggregate. However, the Company corrected the Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023 to conform to the current year presentation. The following table reflects the effects of the correction on all affected line items:
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | As previously reported | Adjustment | As corrected | As previously reported | Adjustment | As corrected | ||||||||||||
| Unrealized foreign currency translation adjustments | $ | (27,600 | ) | $ | (5,206 | ) | $ | (32,806 | ) | $ | 7,643 | $ | 1,946 | $ | 9,589 | |||
| Comprehensive income | $ | 349,762 | $ | (5,206 | ) | $ | 344,556 | $ | 30,243 | $ | 1,946 | $ | 32,189 | |||||
| Comprehensive income attributable to non-redeemable noncontrolling interests (1) | $ | (11,667 | ) | $ | 10,220 | $ | (1,447 | ) | $ | (6,068 | ) | $ | (3,536 | ) | $ | (9,604 | ) | |
| Comprehensive loss attributable to redeemable noncontrolling interests | $ | 1,258 | $ | 96 | $ | 1,354 | $ | 401 | $ | (178 | ) | $ | 223 | |||||
| Comprehensive income attributable to Pursuit | $ | 339,353 | $ | 5,110 | $ | 344,463 | $ | 24,576 | $ | (1,768 | ) | $ | 22,808 |
(1) The “as previously reported” amounts for “comprehensive income attributable to non-redeemable noncontrolling interests” are a combination of the amounts previously reported under the financial statement line items for “comprehensive income attributable to non-redeemable noncontrolling interests” and “unrealized foreign currency translation adjustments.”
| NOTE 2. REVENUE AND RELATED CONTRACT LIABILITIES |
|---|
Contract Liabilities
The Company’s performance obligations are short-term in nature and include the provision of a hotel room, an attraction admission, a chartered or ticketed bus or van ride, and/or the sale of food, beverage, or retail products. The Company recognizes revenue when the service has been provided or the product has been delivered. When credit is extended, payment terms are generally within 30 days and contain no significant financing components.
A contract liability represents an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the customer before transferring control of those goods or services. The Company periodically receives customer deposits prior to transferring the related product or service to the customer, which are recorded as “Contract liabilities” in the Consolidated Balance Sheets. The contract liabilities are recognized as revenue upon satisfaction of the related contract performance obligation(s). Contract liabilities were $14.5 million and $12.4 million as of December 31, 2025 and 2024, respectively. The contract liabilities as of December 31, 2024 were primarily recognized in revenue during the year ended December 31, 2025.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Disaggregation of Revenue
The following tables disaggregate revenue by major service and product lines, timing of revenue recognition, and markets served for the years ended December 31, 2025, 2024, and 2023:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | |||
| Services: | ||||||
| Ticket revenue | $ | 200,653 | $ | 162,377 | $ | 143,362 |
| Rooms revenue | 105,091 | 81,920 | 85,942 | |||
| Transportation | 12,755 | 11,788 | 13,440 | |||
| Other | 22,134 | 18,306 | 15,920 | |||
| Total services revenue | 340,633 | 274,391 | 258,664 | |||
| Products: | ||||||
| Food and beverage | 68,414 | 54,340 | 55,044 | |||
| Retail operations | 43,370 | 37,757 | 36,577 | |||
| Total products revenue | 111,784 | 92,097 | 91,621 | |||
| Total revenue | $ | 452,417 | $ | 366,488 | $ | 350,285 |
| Timing of revenue recognition: | ||||||
| Services transferred over time | $ | 340,633 | $ | 274,391 | $ | 258,664 |
| Products transferred at a point in time | 111,784 | 92,097 | 91,621 | |||
| Total revenue | $ | 452,417 | $ | 366,488 | $ | 350,285 |
| Geographical regions: | ||||||
| Canada | $ | 244,698 | $ | 192,540 | $ | 201,743 |
| U.S. | 132,447 | 119,528 | 103,861 | |||
| Iceland | 62,208 | 54,420 | 44,681 | |||
| Costa Rica ⁽¹⁾ | 13,064 | — | — | |||
| Total revenue | $ | 452,417 | $ | 366,488 | $ | 350,285 |
(1) Tabacón was acquired by Pursuit on July 1, 2025. Accordingly, the revenue of Tabacón is included in the Company’s results of operations prospectively from the date of acquisition.
| NOTE 3. SHARE-BASED COMPENSATION |
|---|
The Company grants share-based compensation awards to its officers, directors, and certain key employees pursuant to the 2017 Pursuit Attractions and Hospitality, Inc. Omnibus Incentive Plan, as amended (the “2017 Plan”). The 2017 Plan has a 10-year term and provides for the following types of awards: (a) incentive and non-qualified stock options; (b) restricted stock awards and restricted stock units; (c) performance units or performance shares; (d) stock appreciation rights; (e) cash-based awards; and (f) certain other stock-based awards. As of December 31, 2025, there were approximately 1.0 million shares available for future grant under the 2017 Plan.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table summarizes share-based compensation expense for the years ended December 31, 2025, 2024, and 2023:
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | ||||||
| Restricted stock awards and restricted stock units | $ | 4,650 | $ | 6,143 | $ | 4,549 | |||
| Performance-based restricted stock units | 2,747 | 4,498 | 2,956 | ||||||
| Stock options | 51 | 528 | 1,471 | ||||||
| Share-based compensation expense before income tax | 7,448 | 11,169 | 8,976 | ||||||
| Income tax benefit (1) | (190 | ) | (153 | ) | (126 | ) | |||
| Share-based compensation expense, net of income tax | $ | 7,258 | $ | 11,016 | $ | 8,850 |
- The income tax benefit amount for all periods primarily reflects the tax benefit associated with Canadian-based employees. See Note 15 – Income Taxes.
Performance-based Restricted Stock Units
PSUs are tied to the Company’s stock price and/or the expected achievement of certain performance-based criteria. The vesting of PSUs is based upon the achievement of the performance-based criteria over a three-year period. The Company accounts for PSUs that will be settled in shares of the Company’s common stock as equity-based awards. Share-based compensation expense of equity-based awards is measured at fair value on the grant date on a straight-line basis over the vesting period. The estimated number of units to be achieved is updated each reporting period.
During the year ended December 31, 2024, PSUs granted in 2021 and 2022 vested, resulting in a total payout of $3.0 million in shares. During the year ended December 31, 2023, PSUs granted in 2020 vested; however, performance metrics were not achieved and accordingly, no awards were paid.
As of December 31, 2025, the unamortized cost of outstanding equity-based PSUs was $3.6 million, which the Company expects to recognize over a weighted-average period of approximately
1.8
years. The following table summarizes the activity of the outstanding PSU awards during the year ended December 31, 2025:
| Equity-Based <br>PSUs | |||||
|---|---|---|---|---|---|
| Shares | Weighted-Average<br>Grant Date<br>Fair Value | ||||
| Balance as of December 31, 2024 | 272,641 | $ | 46.23 | ||
| Granted (1) | 76,354 | $ | 55.08 | ||
| Vested | — | $ | — | ||
| Forfeited (1) | (95,180 | ) | $ | 49.61 | |
| Balance as of December 31, 2025 | 253,815 | $ | 47.63 |
- Includes adjustments for estimated achievement of performance-based criteria.
Service-based RSUs
RSUs are service-based awards. The Company accounts for RSUs that will be settled in shares of the Company’s common stock as equity-based awards. Share-based compensation expense of equity-based awards is measured at fair value on the grant date on a straight-line basis over the vesting period.
As of December 31, 2025, the unamortized cost of outstanding equity-based RSUs was $2.0 million, which the Company expects to recognize over a weighted-average period of approximately 1.2 years. During the years ended December 31, 2025, 2024, and 2023, respectively, the Company withheld 40,037 shares for $1.4 million, 125,200 shares for $5.1 million, and 48,039 shares for $1.5 million related to tax withholding requirements on vested share-based awards.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table summarizes the activity of the outstanding equity-based RSUs during the year ended December 31, 2025:
| Equity-Based <br>RSUs | |||||
|---|---|---|---|---|---|
| Shares | Weighted-Average<br>Grant Date<br>Fair Value | ||||
| Balance at December 31, 2024 | 272,368 | $ | 35.24 | ||
| Granted | 81,251 | $ | 38.53 | ||
| Vested | (144,290 | ) | $ | 34.24 | |
| Forfeited | (37,332 | ) | $ | 35.39 | |
| Balance at December 31, 2025 | 171,997 | $ | 37.60 | ||
| NOTE 4. ACQUISITIONS | |||||
| --- |
Tabacón Thermal Resort & Spa
On July 1, 2025, the Company entered into a Share 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 Share 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 (as defined in Note 9 – Debt and Finance Lease Obligations).
The following table summarizes the preliminary allocation of the aggregate purchase price and amounts of 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:
| (in thousands) | Acquisition Date Estimated Fair Value | ||
|---|---|---|---|
| Total cash consideration paid by Pursuit Attractions and Hospitality, Inc. | $ | 108,629 | |
| Allocation of total estimated purchase consideration: | |||
| Current assets | $ | 3,040 | |
| Property and equipment | 70,892 | ||
| Goodwill | 42,315 | ||
| Identifiable intangible assets | 7,100 | ||
| Liabilities | (14,718 | ) | |
| Net assets acquired | $ | 108,629 |
Under the acquisition method of accounting, the cash consideration paid, as shown in the table above, is allocated to the tangible and identifiable intangible assets acquired 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.
Transaction costs associated with the acquisition were $1.1 million during the year ended December 31, 2025, which are included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations. The financial results of Tabacón are consolidated in the Company’s financial statements prospectively from the date of acquisition on July 1, 2025.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following unaudited pro forma summary presents consolidated financial information of Pursuit as if the acquisition of Tabacón had occurred on January 1, 2024 (the beginning of the fiscal year preceding the fiscal year in which the acquisition occurred) for the years ended December 31, 2025 and 2024. 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 as of December 31, 2025. 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.
| Year Ended December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Pro forma total revenue | $ | 468,056 | $ | 392,655 |
| Pro forma net income attributable to Pursuit | $ | 25,137 | $ | 367,195 |
Jasper SkyTram
On December 31, 2024, the Company acquired 100% of the equity interests in the Jasper SkyTram attraction in Jasper National Park for total cash consideration of $23.7 million Canadian dollars (approximately $16.5 million U.S. dollars), which includes a renewable long-term lease with Parks Canada, with nearly 30 years remaining. The Jasper SkyTram ascends 2,263 meters (8,081 feet) up Whistlers Mountain while offering 360-degree national park views just outside the town of Jasper and in close proximity to the Company’s Jasper lodges. On-site amenities include an interpretive boardwalk, easy access to hiking trails, and light culinary offerings.
The following table summarizes the final allocation of the aggregate purchase price and amounts of assets acquired based upon the estimated fair value at the date of acquisition. During the year ended December 31, 2025, the Company made certain immaterial purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation.
| (in thousands) | Acquisition Date Estimated Fair Value | ||
|---|---|---|---|
| Total consideration paid by Pursuit Attractions and Hospitality, Inc. | $ | 16,476 | |
| Allocation of total estimated purchase consideration: | |||
| Property and equipment | $ | 2,309 | |
| Identifiable intangible assets | 13,487 | ||
| Goodwill | 688 | ||
| Liabilities | (8 | ) | |
| Net assets acquired | $ | 16,476 |
Under the acquisition method of accounting, the purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired based on their estimated fair values. 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 future growth opportunities when combined with other businesses. Goodwill is deductible for tax purposes.
The following table details the Jasper SkyTram purchase price allocated to intangible assets acquired:
| (in thousands) | Amount | Weighted Average Life | |
|---|---|---|---|
| Operating licenses | $ | 13,278 | 27 years |
| Trade name | 209 | 5 years | |
| Total | $ | 13,487 | 27 years |
Transaction costs associated with the acquisition were $0.4 million during 2024, which are included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations. The acquired assets have been included in the Consolidated Financial Statements prospectively from the date of acquisition.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| NOTE 5. DISCONTINUED OPERATIONS |
|---|
On December 31, 2024, Pursuit (formerly Viad Corp) completed the GES Sale and relaunched as Pursuit Attractions and Hospitality, Inc., a standalone attractions and hospitality company with a singular focus on delivering unforgettable experiences in iconic destinations.
The Company determined that the GES Sale met the criteria under Accounting Standards Codification (“ASC”) 205-20, Presentation of Financial Statements – Discontinued Operations to be classified as a discontinued operation as the sale represented a strategic shift that had a significant effect on the Company’s operations and financial results. Accordingly, the Consolidated Statements of Operations have been adjusted for all prior periods to reflect the GES Business as discontinued operations.
The following table summarizes the results of the GES Business presented within discontinued operations in the Consolidated Statements of Operations for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | ||||
| Revenue: | ||||||
| Services | $ | 849,937 | $ | 747,562 | ||
| Products | 149,198 | 140,833 | ||||
| Total revenue | 999,135 | 888,395 | ||||
| Costs and expenses: | ||||||
| Costs of services | 795,893 | 702,964 | ||||
| Costs of products | 133,979 | 125,754 | ||||
| Gain on sale of business | (421,891 | ) | 204 | |||
| Interest expense, net (1) | 39,059 | 42,015 | ||||
| Other expense, net | 7,077 | 688 | ||||
| Restructuring (recoveries) charges | (416 | ) | 975 | |||
| Total costs and expenses | 553,701 | 872,600 | ||||
| Income from discontinued operations before income taxes | 445,434 | 15,795 | ||||
| Income tax expense | 20,662 | 5,870 | ||||
| Income from discontinued operations of the GES Business | $ | 424,772 | $ | 9,925 | ||
| Income (loss) from discontinued operations of previously sold operations | 831 | (822 | ) | |||
| Income from discontinued operations | $ | 425,603 | $ | 9,103 |
- On December 31, 2024, in connection with the GES Sale, the Company terminated and repaid in full all outstanding obligations (approximately $393 million) due under its previous $500 million credit facility with Bank of America, N.A. as administrative agent (the “2021 Credit Facility”) and all related liens and security interests were terminated, discharged and released. In accordance with ASC 205-20, the Company elected to allocate interest expense to discontinued operations for the 2021 Credit Facility and the related debt issuance costs that were not directly attributable to the GES Business. All of the interest expense and related debt issuance costs of the $400 million term loan were allocated to discontinued operations, and interest expense and debt issuance costs related to the $170 million revolving credit facility were allocated based on a ratio of net assets of the GES Business to the sum of consolidated net assets and consolidated debt. The Company allocated interest expense to discontinued operations of $39.1 million and $42.4 million during the years ended December 31, 2024 and 2023, respectively.
The Company incurred transaction costs of $14.9 million in connection with the GES Sale during the year ended December 31, 2024, which are included in discontinued operations. These costs primarily include third-party advisory, consulting, legal, and professional fees.
The GES Business’ depreciation was $11.2 million and $9.2 million during the years ended December 31, 2024 and 2023, respectively. The GES Business’ intangible asset amortization expense was $3.3 million and $3.9 million during the years ended December 31, 2024 and 2023, respectively. The GES Business’ capital expenditures were $18.5 million and $13.6 million during the years ended December 31, 2024 and 2023, respectively.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| NOTE 6. SUPPLEMENTARY BALANCE SHEET INFORMATION |
|---|
Other current assets as of December 31, 2025 and 2024 consisted of the following:
| December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Prepaid assets | $ | 8,676 | $ | 8,261 |
| Insurance receivable | 784 | 8,806 | ||
| Restricted cash | 576 | 6,355 | ||
| Deferred proceeds from GES Sale | — | 25,000 | ||
| Other | 1,246 | 10 | ||
| Other current assets | $ | 11,282 | $ | 48,432 |
Other current liabilities as of December 31, 2025 and 2024 consisted of the following:
| December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Continuing operations: | ||||
| Income taxes payable | $ | 9,201 | $ | 3,052 |
| Accrued concession fees | 8,414 | 6,525 | ||
| Current portion of pension and postretirement liabilities | 5,357 | 2,256 | ||
| Operating lease obligations | 3,352 | 3,084 | ||
| Current portion of debt and finance lease obligations | 1,510 | 1,870 | ||
| Other continuing operations | 3,694 | 6,693 | ||
| Total continuing operations | 31,528 | 23,480 | ||
| Discontinued operations: | ||||
| Taxes payable | — | 8,437 | ||
| Self-insured liability | — | 237 | ||
| Environmental remediation liabilities | — | 31 | ||
| Other discontinued operations | — | 1,701 | ||
| Total discontinued operations | — | 10,406 | ||
| Total other current liabilities | $ | 31,528 | $ | 33,886 |
Other deferred items and liabilities as of December 31, 2025 and 2024 consisted of the following:
| December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Continuing operations: | ||||
| Foreign deferred tax liability | $ | 34,016 | $ | 23,230 |
| Pension and postretirement benefits | 699 | 11,038 | ||
| Accrued compensation | — | 6,198 | ||
| Other | 119 | 2,247 | ||
| Total continuing operations | 34,834 | 42,713 | ||
| Discontinued operations: | ||||
| Environmental remediation liabilities | 1,058 | 1,067 | ||
| Self-insured liability | — | 367 | ||
| Total discontinued operations | 1,058 | 1,434 | ||
| Total other deferred items and liabilities | $ | 35,892 | $ | 44,147 |
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| NOTE 7. PROPERTY AND EQUIPMENT, NET |
|---|
Property and equipment, net consisted of the following as of December 31, 2025 and 2024:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||||
| Land and land interests (1) | $ | 39,808 | $ | 31,332 | ||
| Buildings and leasehold improvements | 520,321 | 436,815 | ||||
| Equipment and other | 333,481 | 258,677 | ||||
| Gross property and equipment | 893,610 | 726,824 | ||||
| Accumulated depreciation | (296,768 | ) | (248,691 | ) | ||
| Property and equipment, net (excluding finance leases) | 596,842 | 478,133 | ||||
| Finance lease right-of-use assets, net | 52,488 | 48,103 | ||||
| Property and equipment, net | $ | 649,330 | $ | 526,236 |
- Land and land interests include certain leasehold interests in land, which are considered to have perpetual use rights. The carrying value of these leasehold interests was $8.6 million and $8.2 million as of December 31, 2025 and 2024, respectively. These land interests are not subject to amortization.
Depreciation expense was $40.6 million, $38.4 million and $33.0 million during the years ended December 31, 2025, 2024 and 2023, respectively.
Accounts payable and accrued liabilities related to the addition of property and equipment was $4.9 million and $6.9 million as of December 31, 2025 and 2024, respectively.
The Company did not record any impairments of long-lived assets during the year ended December 31, 2025. During the year ended December 31, 2024, the Company recorded an asset impairment charge of $5.5 million related to site-specific engineering plans related to its facility lease for a potential Flyover attraction in Toronto, Canada, which the Company subsequently determined would not be developed. Additionally, during the year ended December 31, 2024, the Company determined that the carrying value of certain assets at the Las Vegas Flyover attraction asset group were not recoverable and were in excess of fair value, primarily associated with lower than anticipated operating results, and accordingly the Company recorded an impairment charge of $21.7 million against property and equipment, net, and an impairment charge of $0.5 million against finance lease right-of-use assets.
| NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS, NET |
|---|
Goodwill
The changes in the goodwill carrying amount during the years ended December 31, 2025 and 2024 included:
| (in thousands) | |||
|---|---|---|---|
| Balance as of December 31, 2023 | $ | 123,906 | |
| Goodwill impairment | (14,003 | ) | |
| Foreign currency translation adjustments | (7,347 | ) | |
| Acquisition of Jasper SkyTram (1) | 765 | ||
| Balance as of December 31, 2024 | 103,321 | ||
| Foreign currency translation adjustments | 4,851 | ||
| Tabacón acquisition (1) | 42,315 | ||
| Measurement period adjustments (2) | (73 | ) | |
| Balance as of December 31, 2025 | $ | 150,414 |
- See Note 4 – Acquisitions for additional information.
- Represents a purchase accounting measurement period adjustment related to the Jasper SkyTram acquisition.
During the years ended December 31, 2025 and 2023, the Company performed a combination of qualitative and quantitative impairment tests for its reporting units, and such impairment tests indicated that no impairments existed for Pursuit’s reporting units with reported goodwill during those respective periods. During the year ended December 31, 2024, the Company recorded a non-cash goodwill
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
impairment charge of $14.0 million and a corresponding income tax benefit of $2.8 million related to its Las Vegas Flyover attraction reporting unit. A valuation allowance was recorded against this income tax benefit. See Note 15 – Income Taxes for additional information.
The Company will continue to closely monitor actual results versus expectations as well as whether and to what extent any significant changes in current events or conditions result in corresponding changes to the expectations about future estimated cash flows and discount rates. If expectations of the operating results of the Company’s reporting units do not materialize, or the discount rate increases (based on increases in interest rates, market rates of return or market volatility), it is possible that the Company may be required to record additional goodwill impairment charges in the future, which may be material.
The Company’s accumulated goodwill impairment was $20.2 million as of both December 31, 2025 and 2024.
Other Intangible Assets
Other intangible assets consisted of the following as of December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Remaining Useful Life<br>(Years) | Gross Carrying<br>Value | Accumulated<br>Amortization | Net Carrying Value | Gross Carrying<br>Value | Accumulated<br>Amortization | Net Carrying Value | ||||||||
| Intangible assets subject to amortization: | |||||||||||||||
| Operating contracts and licenses | 25.4 | $ | 56,890 | $ | (7,864 | ) | $ | 49,026 | $ | 52,697 | $ | (5,505 | ) | $ | 47,192 |
| In-place lease | 30.8 | 14,243 | (2,558 | ) | 11,685 | 13,588 | (2,069 | ) | 11,519 | ||||||
| Customer contracts and relationships | 4.6 | 7,859 | (3,044 | ) | 4,815 | 5,475 | (2,453 | ) | 3,022 | ||||||
| Tradenames and other | 3.1 | 5,179 | (3,721 | ) | 1,458 | 5,002 | (2,929 | ) | 2,073 | ||||||
| Total amortized intangible assets | 84,171 | (17,187 | ) | 66,984 | 76,762 | (12,956 | ) | 63,806 | |||||||
| Indefinite-lived intangible assets: | |||||||||||||||
| Tradenames (1) | 5,000 | — | 5,000 | — | — | — | |||||||||
| Business licenses | 3,665 | — | 3,665 | 560 | — | 560 | |||||||||
| Other intangible assets | $ | 92,836 | $ | (17,187 | ) | $ | 75,649 | $ | 77,322 | $ | (12,956 | ) | $ | 64,366 |
- See Note 4 – Acquisitions for additional information.
Intangible asset amortization expense (excluding amortization expense of right-of-use assets) was $3.2 million, $2.5 million and $2.9 million during the years ended December 31, 2025, 2024, and 2023, respectively.
As of December 31, 2025, the estimated future definite-lived intangible asset amortization expense includes:
| (in thousands) | ||
|---|---|---|
| Year ending December 31, | ||
| 2026 | $ | 3,248 |
| 2027 | 2,856 | |
| 2028 | 2,834 | |
| 2029 | 2,720 | |
| 2030 | 2,504 | |
| Thereafter | 52,822 | |
| Total | $ | 66,984 |
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| NOTE 9. DEBT AND FINANCE LEASE OBLIGATIONS |
|---|
Debt and finance lease obligations consisted of the following as of December 31, 2025 and 2024:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands, except interest rates) | 2025 | 2024 | ||||
| 2025 Revolving Credit Facility - Pursuit borrowings 5.5% interest rate as of December 31, 2025, due through 2030 (1) | $ | 58,500 | $ | — | ||
| 2025 Revolving Credit Facility - Brewster, Inc. borrowings 4.3% interest rate as of<br>December 31, 2025, due through 2030 (1) | 28,857 | — | ||||
| Jasper Term Loan - 6.5% interest rate as of December 31, 2025 and 2024, due through 2028 (1) | 11,906 | 11,583 | ||||
| Flyover Iceland Credit Facility - 8.4% interest rate as of December 31, 2024 (1) | — | 3,434 | ||||
| Total debt | 99,263 | 15,017 | ||||
| Finance lease obligations, due through 2067 (2) | 59,830 | 58,567 | ||||
| Total debt and finance lease obligations (3)(4) | 159,093 | 73,584 | ||||
| Less: unamortized debt issuance costs | (2,563 | ) | (271 | ) | ||
| Less: current portion | (1,510 | ) | (1,870 | ) | ||
| Long-term debt and finance lease obligations | $ | 155,020 | $ | 71,443 |
- 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.
- See Note 17 – Leases and Other for additional information.
- The estimated fair value of total debt and finance lease obligations was $156.7 million and $70.6 million as of December 31, 2025 and 2024, respectively. The fair value of debt was estimated by discounting the future cash flows using rates currently available for debt of similar terms and maturity, which is a Level 2 measurement. See Note 11 – Fair Value Measurements for additional information.
- Cash paid for interest on debt was $9.7 million, $45.8 million, and $47.3 million during the years ended December 31, 2025, 2024, and 2023, respectively. The 2024 and 2023 amounts include payments made for interest on debt associated with discontinued operations.
2025 Credit Agreement
On January 3, 2025, Pursuit, as a borrower, and Brewster Inc., an Alberta corporation and a co-borrower, entered into a credit agreement with Bank of America, N.A., as administrative agent, and the other lenders named in the agreement (as amended, the “2025 Credit Agreement”). The 2025 Credit Agreement initially provided for a $200 million revolving credit facility (the “2025 Revolving Credit Facility”) available in U.S. dollars, Canadian dollars, Euros and Pound sterling, with a maturity date of January 3, 2030.
On September 26, 2025, Pursuit, certain of its wholly-owned subsidiaries as co-borrowers, the other loan parties party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent, L/C issuer and swing line lender, entered into an amendment to the 2025 Credit Agreement (the “Amendment”). The Amendment, among other things, (i) increased the principal amount of the revolving commitments under the 2025 Revolving Credit Facility by $100 million to $300 million, (ii) extended the maturity date to September 25, 2030, (iii) increased the maximum net leverage ratio to 3.0x (from 2.5x), (iv) removed the additional 10 basis point credit spread adjustment on Secured Overnight Financing Rate (“SOFR”) borrowings, and (v) added ITA as co-borrower and wholly-owned affiliates of ITA and Pursuit as guarantors. Borrowings from the 2025 Revolving Credit Facility are expected to provide the Company with additional funds for operations, growth initiatives, acquisitions and other general corporate purposes.
The 2025 Credit Agreement carries financial covenants as follows:
- 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 December 31, 2025, the Company was in compliance with all financial covenants under the 2025 Credit Agreement.
Interest rates for U.S. dollar borrowings are based on SOFR. The Company also has the option to borrow U.S. funds based on the “Base Rate,” which for any day is the highest of the Fed Funds Rate plus 0.50%, Bank of America’s publicly-announced “prime rate,” and SOFR plus 1.00%.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Interest rates for Canadian dollar borrowings are based on the Canadian Overnight Repo Rate Average (“CORRA”) plus an additional credit spread adjustment of approximately 0.30% for a borrowing period of one-month’s duration or approximately 0.32% for three-month’s duration. The Company also has the option to borrow Canadian funds based on the “Canadian Prime Rate,” which for any day is the higher of the per annum interest rate designated by Bank of America (acting through its Canada branch) from time to time as its prime rate for commercial loans made by it in Canada in Canadian dollars, or the CORRA Rate for one-month’s duration as of such day, plus 1.00%.
Credit spreads for borrowings are based on the Company’s total net leverage ratio and range from 1.75% to 2.25% for SOFR and CORRA borrowings and from 0.75% to 1.25% for Base Rate and Canadian Prime Rate borrowings. Additionally, a 1.00% floor applies to the Base Rate and a 0% floor applies to the Canadian Prime Rate.
The 2025 Revolving Credit Facility includes an undrawn fee ranging from 0.25% to 0.35% that is based on the Company’s total net leverage ratio.
As of December 31, 2025, capacity remaining under the 2025 Revolving Credit Facility was $207.0 million, reflecting the $300.0 million total facility size, less $87.4 million of outstanding borrowings and $5.6 million in outstanding letters of credit.
Interest rates for borrowings in Pound sterling are based on the Sterling Overnight Index Average, and interest rates for borrowings in Euros are based on the Euro Interbank Offered Rate (“EURIBOR”), plus applicable credit spreads. No such borrowings had been made as of December 31, 2025.
Jasper Credit Facility
Effective May 16, 2023, Pursuit entered into a $27.0 million Canadian dollar (approximately $20.0 million U.S. dollars) credit facility (the “Jasper Credit Facility”). The Jasper Credit Facility provides for a $17.0 million Canadian dollar term loan (“Jasper Term Loan”) and a $10.0 million Canadian dollar revolving credit facility (“Jasper Revolving Credit Facility”). The Jasper Credit Facility matures on January 31, 2028.
The Jasper Credit Facility carries financial covenants as follows:
- Maintain a pre-compensation fixed-charge coverage ratio of not less than 1.30 to 1.00; and
- Maintain a post-compensation fixed-charge coverage ratio of not less than 1.10 to 1.00.
As of December 31, 2025, the Company was in compliance with all financial covenants under the Jasper Credit Facility.
Jasper Term Loan
The proceeds of the Jasper Term Loan reflect the outstanding balance under the Company’s prior Forest Park construction loan facility at the time it was converted to the Jasper Term Loan of $16.8 million Canadian dollars. The Jasper Term Loan bears interest at a 6.5% fixed rate.
Jasper Revolving Credit Facility
The proceeds of the Jasper Revolving Credit Facility are used to fund capital improvements. As of December 31, 2025, there were no outstanding borrowings, and capacity remaining under the Jasper Revolving Credit Facility was $10.0 million Canadian dollars (approximately $7.3 million U.S. dollars). The Jasper Revolving Credit Facility bears interest at the Canadian Prime Rate plus 2.25%.
Flyover Iceland Credit Facility
Effective February 15, 2019, Flyover Iceland ehf., (“Flyover Iceland”) a wholly-owned subsidiary of Esja, entered into a credit agreement and subsequently amended a €5.0 million (approximately $5.6 million U.S. dollars) credit facility (the “Flyover Iceland Credit Facility”) with a maturity date of September 1, 2027.
During the year ended December 31, 2025, the Company repaid the Flyover Iceland Credit Facility in full.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Future maturities
Aggregate annual maturities of debt (excluding finance lease obligations) as of December 31, 2025 are as follows:
| (in thousands) | Credit Facilities | |
|---|---|---|
| Year ending December 31, | ||
| 2026 | $ | 251 |
| 2027 | 267 | |
| 2028 | 11,388 | |
| 2029 | — | |
| 2030 | 87,357 | |
| Total | $ | 99,263 |
The aggregate annual maturities and the related amounts representing interest on finance lease obligations are included in Note 17 – Leases and Other.
| NOTE 10. DERIVATIVE |
|---|
Interest Rate Cap
On January 4, 2023, the Company entered into an interest rate cap agreement with an effective date of January 31, 2023. The interest rate cap managed exposure to interest rate increases on $300 million in SOFR-based borrowings under the Company’s prior 2021 Credit Facility and provided the Company with the right to receive payment if the one-month SOFR exceeded 5.0% (the “Strike Rate”). On December 31, 2024, the Company terminated and repaid in full the 2021 Credit Facility, which led to the termination of the related interest rate cap. As a result of the termination, the remaining balance in AOCL was reclassified to “Interest expense, net” in the Consolidated Statements of Operations.
The Company designated the interest rate cap as a cash flow hedge designed to hedge the variability of the SOFR-based interest payments on the prior 2021 Credit Facility. The fair value was determined using widely accepted valuation techniques and reflected the contractual terms of the interest rate cap including the price of the cap and the period to maturity. While there were no quoted prices in active markets, calculations used observable market-based inputs, including interest rate curves. Changes in the fair value of the interest rate cap were recorded in AOCL. Amounts accumulated in AOCL were reclassified to “Interest expense, net” in the Consolidated Statements of Operations when the hedged item affected earnings.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| NOTE 11. FAIR VALUE MEASUREMENTS |
|---|
The fair value of an asset or liability is defined as the price that would be received by selling an asset or paying to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value guidance requires an entity to maximize the use of quoted prices and other observable inputs and minimize the use of unobservable inputs when measuring fair value, and also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value.
The fair value of material assets and liabilities measured at fair value on a recurring basis consisted of the following as of December 31, 2024:
| Fair Value Measurements at Reporting Date Using | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | December 31, 2024 | Quoted Prices<br>in Active<br>Markets<br>(Level 1) | Significant<br>Other<br>Observable<br>Inputs<br>(Level 2) | Significant<br>Unobservable<br>Inputs<br>(Level 3) | ||||
| Assets: | ||||||||
| Other mutual funds (1) | $ | 5,258 | $ | 5,258 | $ | — | $ | — |
| Total assets at fair value on a recurring basis | $ | 5,258 | $ | 5,258 | $ | — | $ | — |
- Other mutual funds are included in “Other investments and assets” in the Consolidated Balance Sheet.
The carrying values of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term nature of these instruments. See Note 9 – Debt and Finance Lease Obligations for the estimated fair value of debt obligations. As of December 31, 2025, the Company did not hold any assets that required disclosure under the fair value guidance.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| NOTE 12. INCOME (LOSS) PER SHARE |
|---|
The components of basic and diluted income (loss) per share for the years ended December 31, 2025, 2024, and 2023 are as follows:
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2025 | 2024 | 2023 | ||||||
| Income (loss) from continuing operations | $ | 38,517 | $ | (51,760 | ) | $ | 14,349 | ||
| Net income attributable to non-redeemable noncontrolling interests | (13,641 | ) | (6,557 | ) | (7,836 | ) | |||
| Net loss attributable to redeemable noncontrolling interests | — | 1,258 | 401 | ||||||
| Net income (loss) from continuing operations attributable to Pursuit | 24,876 | (57,059 | ) | 6,914 | |||||
| Adjustment to allocation to participating securities | — | 15,409 | 215 | ||||||
| Dividends paid on convertible preferred stock | — | (7,801 | ) | (7,801 | ) | ||||
| Net income (loss) from continuing operations allocated to Pursuit common stockholders (basic) | 24,876 | (49,451 | ) | (672 | ) | ||||
| (Loss) income from discontinued operations, net of tax | (2,208 | ) | 425,603 | 9,103 | |||||
| Adjustment to allocation to participating securities | — | (101,112 | ) | (2,208 | ) | ||||
| Net (loss) income from discontinued operations allocated to Pursuit common stockholders (basic) | (2,208 | ) | 324,491 | 6,895 | |||||
| Net income allocated to Pursuit common stockholders | $ | 22,668 | $ | 275,040 | $ | 6,223 | |||
| Basic weighted-average outstanding common shares | 28,198 | 21,419 | 20,855 | ||||||
| Additional dilutive shares related to share-based compensation | 191 | — | — | ||||||
| Diluted weighted-average outstanding common shares | 28,389 | 21,419 | 20,855 | ||||||
| Income (loss) per common share: | |||||||||
| Basic: | |||||||||
| Continuing operations | $ | 0.88 | $ | (2.31 | ) | $ | (0.03 | ) | |
| Discontinued operations | (0.08 | ) | 15.15 | 0.33 | |||||
| Basic income attributable to Pursuit common stockholders: | $ | 0.80 | $ | 12.84 | $ | 0.30 | |||
| Diluted: | |||||||||
| Continuing operations | $ | 0.88 | $ | (2.31 | ) | $ | (0.03 | ) | |
| Discontinued operations | (0.08 | ) | 15.15 | 0.33 | |||||
| Diluted income attributable to Pursuit common stockholders: | $ | 0.80 | $ | 12.84 | $ | 0.30 |
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:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | |||
| Unvested performance share-based awards | 130 | 273 | 163 | |||
| Stock options | 91 | 173 | 380 | |||
| Unvested restricted share-based awards | 54 | 278 | 205 |
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| NOTE 13. COMMON AND PREFERRED STOCK |
|---|
Convertible Series A Preferred Stock
On August 5, 2020, the Company entered into an investment agreement with funds managed by private equity firm Crestview Partners (the “Investment Agreement”), relating to the issuance of 135,000 shares of newly issued Convertible Preferred Stock, for an aggregate purchase price of $135 million, or $1,000 per share. The $135 million issuance was offset in part by $9.2 million of expenses related to the capital raise.
On December 31, 2024, the Company effected the mandatory conversion (the “Conversion”) of all outstanding shares of the Convertible Preferred Stock into approximately 6.7 million shares of the Company’s common stock, par value $1.50 per share. The right to effect the Conversion was achieved on December 6, 2024, as a result of the Company’s common stock exceeding a volume-weighted-average price in excess of $42.50 for 20 out of 30 consecutive trading days pursuant to the terms of the Certificate of Designations governing the Convertible Preferred Stock.
While outstanding, the Convertible Preferred Stock carried a 5.5% cumulative quarterly dividend, which was payable in cash or in-kind at the Company’s option and was convertible at the option of the holders into shares of the Company’s common stock at a conversion price of $21.25 per share. During both the years ended December 31, 2024 and 2023, $7.8 million of dividends were declared, all of which were paid in cash.
Common Stock Repurchases
On August 6, 2025, the Company announced that its Board of Directors approved a new share repurchase authorization for up to $50 million of Pursuit’s common stock, which replaced and superseded the Company’s previous share repurchase authorization. Repurchases may be made from time to time at the Company’s discretion through open market purchases, including through Rule 10b5-1 trading plans, or otherwise, as market conditions and business considerations warrant. The Board of Directors’ authorization does not have an expiration date. During the year ended December 31, 2025, the Company repurchased 305,038 shares for an aggregate amount of $10.2 million, excluding any commission fees or excise tax imposed on stock repurchases as part of the Inflation Reduction Act of 2022. As of December 31, 2025, $39.8 million remained authorized and available for common stock repurchases. Treasury shares may be used to satisfy vestings of equity awards. See Note 3 – Share-Based Compensation.
| NOTE 14. ACCUMULATED OTHER COMPREHENSIVE LOSS |
|---|
Changes in AOCL by component for the years ended December 31, 2025 and 2024 included:
| (in thousands) | Cumulative<br>Foreign Currency Translation Adjustments | Pension and Postretirement Benefits, Net | Unrealized (Loss) Gain on Interest Rate Cap | Accumulated<br>Other<br>Comprehensive<br>Loss | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2023 | $ | (35,340 | ) | $ | (4,403 | ) | $ | (651 | ) | $ | (40,394 | ) |
| Other comprehensive loss before reclassifications | (27,600 | ) | (191 | ) | — | (27,791 | ) | |||||
| Amounts reclassified from AOCL, net of tax | — | 3,059 | 651 | 3,710 | ||||||||
| Net other comprehensive (loss) income | (27,600 | ) | 2,868 | 651 | (24,081 | ) | ||||||
| Balance as of December 31, 2024 | $ | (62,940 | ) | $ | (1,535 | ) | $ | — | $ | (64,475 | ) | |
| Other comprehensive income before reclassifications | 16,500 | 4,071 | — | 20,571 | ||||||||
| Amounts reclassified from AOCL, net of tax | — | 2,101 | — | 2,101 | ||||||||
| Net other comprehensive income | 16,500 | 6,172 | — | 22,672 | ||||||||
| Balance as of December 31, 2025 | $ | (46,440 | ) | $ | 4,637 | $ | — | $ | (41,803 | ) |
Amounts reclassified from AOCL that relate to defined benefit pension and postretirement plans include the amortization of prior service costs (credits) and actuarial net losses (gains) recognized during each period presented. The Company recorded these amounts as components of net periodic cost for each period presented. See Note 16 – Pension and Postretirement Benefits for additional information.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| NOTE 15. INCOME TAXES |
|---|
The Company records current income tax expense for the amounts that it expects to report and pay on the Company’s income tax returns and deferred income tax expense for the change in the deferred tax assets and liabilities.
On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBBA”). Two provisions of the OBBBA may affect the Company in future tax years: (i) the reinstatement of an EBITDA-based limitation for deductible business interest expense under Internal Revenue Code (“IRC”) section 163(j), which may allow additional utilization of interest expense carryforwards, and (ii) the permanent restoration of 100% bonus depreciation, permitting accelerated tax depreciation deductions.
Income (loss) from continuing operations before income taxes consisted of the following for the years ended December 31, 2025, 2024, and 2023:
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | ||||||
| Foreign | $ | 80,289 | $ | 18,702 | $ | 53,688 | |||
| United States | (25,270 | ) | (64,137 | ) | (26,410 | ) | |||
| Income (loss) from continuing operations before income taxes | $ | 55,019 | $ | (45,435 | ) | $ | 27,278 |
Significant components of the income tax provision from continuing operations consisted of the following for the years ended December 31, 2025, 2024, and 2023:
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | ||||||
| Current: | |||||||||
| United States: | |||||||||
| Federal | $ | — | $ | (34 | ) | $ | (83 | ) | |
| State | (11 | ) | (13 | ) | (6 | ) | |||
| Foreign | (19,558 | ) | (9,524 | ) | (13,138 | ) | |||
| Total current | (19,569 | ) | (9,571 | ) | (13,227 | ) | |||
| Deferred: | |||||||||
| United States: | |||||||||
| Federal | 2,468 | 68 | — | ||||||
| State | — | 23 | — | ||||||
| Foreign | 599 | 3,155 | 298 | ||||||
| Total deferred | 3,067 | 3,246 | 298 | ||||||
| Income tax expense | $ | (16,502 | ) | $ | (6,325 | ) | $ | (12,929 | ) |
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Company is subject to income tax in the jurisdictions in which it operates. A reconciliation of the statutory federal income tax rate to the effective tax rate for the years ended December 31, 2025, 2024, and 2023 is as follows:
| Year Ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||||||||||
| (in thousands) | Amount | Percent | Amount | Percent | Amount | Percent | ||||||||||||
| U.S. federal statutory tax rate | $ | (11,554 | ) | 21.0 | % | $ | 9,541 | 21.0 | % | $ | (5,730 | ) | 21.0 | % | ||||
| State and local income taxes, net of federal income tax effect | — | — | 9 | — | (6 | ) | — | |||||||||||
| Foreign tax effects | ||||||||||||||||||
| Canada | ||||||||||||||||||
| Federal statutory tax rate differential between Canada and US | 3,764 | (6.8 | )% | 1,518 | 3.3 | % | 2,839 | (10.4 | )% | |||||||||
| Subnational income taxes | ||||||||||||||||||
| Alberta | (4,623 | ) | 8.4 | % | (2,323 | ) | (5.1 | )% | (3,242 | ) | 11.9 | % | ||||||
| British Columbia | (602 | ) | 1.1 | % | (121 | ) | (0.3 | )% | (783 | ) | 2.9 | % | ||||||
| Changes in valuation allowances | 1,049 | (1.9 | )% | (1,110 | ) | (2.4 | )% | (297 | ) | 1.1 | % | |||||||
| Return to provision adjustments | (813 | ) | 1.5 | % | 95 | 0.2 | % | 54 | (0.2 | )% | ||||||||
| Other | (530 | ) | 1.0 | % | 19 | — | 10 | — | ||||||||||
| Iceland | ||||||||||||||||||
| Changes in valuation allowances | (283 | ) | 0.5 | % | (718 | ) | (1.6 | )% | (155 | ) | 0.6 | % | ||||||
| Other | 34 | (0.1 | )% | (204 | ) | (0.4 | )% | 11 | — | |||||||||
| Costa Rica | ||||||||||||||||||
| Foreign rate differential | (108 | ) | 0.2 | % | — | — | — | — | ||||||||||
| Changes in valuation allowances | (4,881 | ) | 8.9 | % | (13,326 | ) | (29.3 | )% | (2,452 | ) | 9.0 | % | ||||||
| Pension Terminations | 2,242 | (4.1 | )% | — | — | — | — | |||||||||||
| Other adjustments | (197 | ) | 0.3 | % | 295 | 0.7 | % | (1,347 | ) | 4.8 | % | |||||||
| Write-off of tax attributes | — | — | — | — | (1,831 | ) | 6.7 | % | ||||||||||
| Effective tax rate | $ | (16,502 | ) | 30.0 | % | $ | (6,325 | ) | (13.9 | )% | $ | (12,929 | ) | 47.4 | % |
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The components of deferred income tax assets and liabilities included in the Consolidated Balance Sheets consisted of the following as of December 31, 2025 and 2024:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||||
| Deferred tax assets: | ||||||
| Net operating loss carryforwards | $ | 24,412 | $ | 18,822 | ||
| Deferral of United States interest deductions | 17,449 | 14,644 | ||||
| Pension, compensation, and other employee benefits | 6,337 | 9,767 | ||||
| Leases | 3,459 | 2,809 | ||||
| Tax credit carryforwards | 1,709 | 1,935 | ||||
| Accrued liabilities and reserves | 42 | 2,459 | ||||
| Other deferred income tax assets | 9,084 | 9,117 | ||||
| Total deferred tax assets | 62,492 | 59,553 | ||||
| Valuation allowance | (46,717 | ) | (43,558 | ) | ||
| Foreign deferred tax assets included above | (2,587 | ) | (2,454 | ) | ||
| United States net deferred tax assets | 13,188 | 13,541 | ||||
| Deferred tax liabilities: | ||||||
| Property and equipment | (32,988 | ) | (23,053 | ) | ||
| Goodwill and other intangible assets | (11,667 | ) | (7,301 | ) | ||
| Leases | (170 | ) | (447 | ) | ||
| Other deferred income tax liabilities | (4,856 | ) | (8,305 | ) | ||
| Total deferred tax liabilities | (49,681 | ) | (39,106 | ) | ||
| Foreign deferred tax liabilities included above | (36,493 | ) | (25,565 | ) | ||
| United States net deferred tax liabilities included above | (13,188 | ) | (13,541 | ) | ||
| United States net deferred tax assets (liabilities) | $ | — | $ | — |
The Company has $152.8 million of federal and state net operating losses (“NOLs”), the majority of which can be carried forward indefinitely. As of December 31, 2025, the Company has $65.8 million of U.S. interest deductions deferred indefinitely under Section 163(j) of the IRC, and $1.7 million of foreign tax credits and general business credits carryforwards.
The Company uses significant judgment in forming conclusions regarding the recoverability of the Company’s deferred tax assets and evaluate all available positive and negative evidence to determine if it is more-likely-than-not that the deferred tax assets will be realized. To the extent recovery does not appear likely, a valuation allowance must be recorded. In determining the recoverability of deferred assets, the Company considered its cumulative loss incurred over the three-year period ended December 31, 2025, in each tax jurisdiction. Given the weight of objectively verifiable historical losses from operations, the Company recorded a valuation allowance on the net deferred tax assets in the U.S. and its Flyover operations in Iceland. The Flyover Iceland NOLs may be carried over for 10 years and some will begin expiring in
2028
. During 2025, the Company restructured its Canadian operations and fully utilized its Canadian NOL carryforwards. The Company exercises judgment in determining the income tax provision for positions taken on prior returns when the ultimate tax determination is uncertain. There were no uncertain positions recorded as of December 31, 2025 for the continuing operations after the GES Sale.
In 2025, the Company finalized the audit of its 2019 through 2021 Canadian tax years with no material adjustments. U.S. federal tax years and various state tax years from 2020 through 2024 remain subject to examination, primarily due to the utilization of the carryforward of the Company’s NOLs and deferral of its US interest deductions. The tax years 2022 through 2024 remain subject to examination by various other foreign taxing jurisdictions.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Income taxes paid (net of refunds) consisted of the following for the years ended December 31, 2025, 2024, and 2023:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | |||
| Federal | $ | 4,318 | $ | 101 | $ | 33 |
| State | 7,186 | 45 | 15 | |||
| Foreign | ||||||
| Canada - federal and other | 4,751 | 8,011 | 8,466 | |||
| Alberta | 2,405 | 3,296 | 4,047 | |||
| Total Canada | 7,156 | 11,307 | 12,513 | |||
| Iceland | 2,908 | 1,723 | 561 | |||
| Costa Rica | 1,438 | — | — | |||
| Total foreign | 11,502 | 13,030 | 13,074 | |||
| Total | $ | 23,006 | $ | 13,176 | $ | 13,122 |
Income tax payments in 2025 include $10.5 million paid to combined and consolidated U.S. federal and state taxing authorities related to discontinued operations and gains from the GES Sale. In addition, the Company made a $1.0 million final payment related to the remaining IRC section 965 transition tax liability enacted by the Tax Cuts and Jobs Act.
Details of the Company’s deferred tax valuation allowance consisted of the following for the years ended December 31, 2025, 2024, and 2023:
| Additions | Deductions | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Balance as of Beginning of Year | Charged to<br> Expense | Charged to<br> Other Accounts (1) | Write-Offs (2) | Other (3) | Balance as of End of Year | |||||||||
| Deferred tax valuation allowance: | |||||||||||||||
| December 31, 2023 | $ | 70,323 | $ | 3,071 | $ | — | $ | (1,831 | ) | $ | 968 | $ | 72,531 | ||
| December 31, 2024 | 72,531 | 15,660 | (44,011 | ) | — | (622 | ) | 43,558 | |||||||
| December 31, 2025 | 43,558 | 3,588 | — | — | (429 | ) | 46,717 |
- Primarily relates to the valuation allowance utilized against deferred assets offsetting the gain on sale and operations of discontinued operations.
- Includes adjustments to the valuation allowance on deferred tax assets associated with expired and written off assets.
- “Other” primarily includes adjustments to the tax valuation allowance attributable to other comprehensive income adjustments and foreign exchange translation adjustments.
| NOTE 16. PENSION AND POSTRETIREMENT BENEFITS |
|---|
Domestic Plans
The Company has frozen defined benefit pension plans held in trust for certain employees which it funded. The Company also maintains certain unfunded defined benefit pension plans, which provide supplemental benefits to select management employees. These plans use traditional defined benefit formulas based on years of service and final average compensation. Funding policies provide that payments to defined benefit pension trusts shall be at least equal to the minimum funding required by applicable regulations.
The Company also has certain defined benefit postretirement plans that provide medical and life insurance for certain eligible employees, retirees, and dependents. The related postretirement benefit liabilities are recognized over the period that services are provided by employees. In addition, obligations for these benefits are retained for retirees of certain sold businesses. While the plans have no funding requirements, the Company has typically funded the plans. During the year ended December 31, 2025, the Company communicated the termination of the defined benefit postretirement plans for medical and life insurance to applicable participants. The termination is expected to be complete during the year ending December 31, 2026, with the accumulated other comprehensive income related to the plan being recognized in the consolidated statement of operations during the year. As a result of the announcement of termination, the liability related to the Medical Retiree Plan was reduced by $5.2 million, and that reduction will be amortized to other expense, net, through the termination date of the Retiree Medical Plan.
During the year ended December 31, 2024, the Company communicated the termination of the Giltspur, Inc. Employees’ Pension Plan, which was frozen in 1996, to applicable participants. The plan had $9.3 million in assets and $10.4 million in estimated obligations on a liquidation basis of accounting as of December 31, 2024, and termination was completed during the year ended December 31, 2025,
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
which resulted in a reclassification of net expense comprised of previously recorded prior service credit and net actuarial loss within AOCL to other expense, net of approximately $5.4 million.
The components of net periodic benefit cost of the Company’s pension plans recognized in other comprehensive income (loss) for the years ended December 31, 2025, 2024, and 2023 consisted of the following:
| Pension Plans | December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | ||||||
| Net periodic benefit cost: | |||||||||
| Recognized net actuarial loss | $ | 6,237 | $ | 332 | $ | 291 | |||
| Interest cost | 475 | 809 | 845 | ||||||
| Amortization of prior service credit | (441 | ) | (38 | ) | (38 | ) | |||
| Expected return on plan assets | (130 | ) | (161 | ) | (126 | ) | |||
| Net periodic benefit cost | 6,141 | 942 | 972 | ||||||
| Other changes in plan assets and benefit obligations recognized in other<br> comprehensive income (loss): | |||||||||
| Net actuarial loss (gain) | 165 | (746 | ) | 198 | |||||
| Reversal of amortization item: | |||||||||
| Net actuarial loss | (6,237 | ) | (332 | ) | (291 | ) | |||
| Prior service credit | 441 | 38 | 38 | ||||||
| Total recognized in other comprehensive income (loss) | (5,631 | ) | (1,040 | ) | (55 | ) | |||
| Total recognized in net periodic benefit cost and other <br> comprehensive income (loss) | $ | 510 | $ | (98 | ) | $ | 917 |
The components of net periodic benefit cost (gain) of the Company’s postretirement benefit plans recognized in other comprehensive income (loss) during the years ended December 31, 2025, 2024, and 2023 consisted of the following:
| Postretirement Benefit Plans | December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | ||||||
| Net periodic benefit (gain) cost: | |||||||||
| Amortization of prior service (credit) cost | $ | (1,015 | ) | $ | 75 | $ | 114 | ||
| Interest cost | 297 | 346 | 347 | ||||||
| Service cost | 12 | 25 | 21 | ||||||
| Recognized net actuarial gain | (429 | ) | (294 | ) | (200 | ) | |||
| Net periodic benefit (gain) cost | (1,135 | ) | 152 | 282 | |||||
| Other changes in plan assets and benefit obligations recognized in other <br> comprehensive income (loss): | |||||||||
| Prior service credit | (5,173 | ) | (433 | ) | — | ||||
| Net actuarial loss (gain) | 281 | (1,543 | ) | 125 | |||||
| Reversal of amortization items: | |||||||||
| Prior service credit (cost) | 1,015 | (75 | ) | (114 | ) | ||||
| Net actuarial gain | 429 | 294 | 200 | ||||||
| Total recognized in other comprehensive income (loss) | (3,448 | ) | (1,757 | ) | 211 | ||||
| Total recognized in net periodic benefit cost and other <br> comprehensive income (loss) | $ | (4,583 | ) | $ | (1,605 | ) | $ | 493 |
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table indicates the funded status of the plans as of December 31, 2025 and 2024:
| Postretirement | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Funded Plans | Unfunded Plans | Benefit Plans | ||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Change in benefit obligation: | ||||||||||||||||||
| Benefit obligation as of beginning of year | $ | 10,360 | $ | 11,420 | $ | 5,662 | $ | 5,834 | $ | 5,738 | $ | 7,699 | ||||||
| Benefits paid | (11,083 | ) | (1,030 | ) | (1,311 | ) | (595 | ) | (523 | ) | (404 | ) | ||||||
| Actuarial adjustments | 523 | (564 | ) | (475 | ) | 148 | 329 | (1,495 | ) | |||||||||
| Interest cost | 200 | 534 | 275 | 275 | 297 | 346 | ||||||||||||
| Service cost | — | — | — | — | 12 | 25 | ||||||||||||
| Plan amendments | — | — | — | — | (5,173 | ) | (433 | ) | ||||||||||
| Benefit obligation as of end of year | — | 10,360 | 4,151 | 5,662 | 680 | 5,738 | ||||||||||||
| Change in plan assets: | ||||||||||||||||||
| Fair value of plan assets as of beginning of year | 9,266 | 9,122 | — | — | — | — | ||||||||||||
| Benefits paid | (11,083 | ) | (1,030 | ) | (1,311 | ) | (595 | ) | (523 | ) | (404 | ) | ||||||
| Company contributions | 1,804 | 683 | 1,311 | 595 | 523 | 404 | ||||||||||||
| Actual return on plan assets | 13 | 491 | — | — | — | — | ||||||||||||
| Fair value of plan assets as of end of year | — | 9,266 | — | — | — | — | ||||||||||||
| Funded status as of end of year | $ | — | $ | (1,094 | ) | $ | (4,151 | ) | $ | (5,662 | ) | $ | (680 | ) | $ | (5,738 | ) |
The net amounts recorded in the Consolidated Balance Sheets under the captions “Other deferred items and liabilities” and “Other current liabilities” as of December 31, 2025 and 2024, are as follows:
| Postretirement | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Funded Plans | Unfunded Plans | Benefit Plans | ||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||
| Other current liabilities | $ | — | $ | 1,094 | $ | 4,151 | $ | 559 | $ | 680 | $ | 503 |
| Non-current liabilities | — | — | — | 5,103 | — | 5,235 | ||||||
| Net amount recognized | $ | — | $ | 1,094 | $ | 4,151 | $ | 5,662 | $ | 680 | $ | 5,738 |
Gross, before tax amounts recorded in AOCL as of December 31, 2025 and 2024, are as follows:
| Postretirement | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Funded Plans | Unfunded Plans | Benefit Plans | Total | Total | ||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Net actuarial loss (gain) | $ | — | $ | 5,494 | $ | (56 | ) | $ | 521 | $ | (1,263 | ) | $ | (2,013 | ) | $ | (1,319 | ) | $ | 4,002 | ||
| Prior service (credit) cost | — | (441 | ) | — | — | (4,158 | ) | (8 | ) | (4,158 | ) | (449 | ) |
The fair value of the domestic plans’ assets by asset class as of December 31, 2024 are as follows:
| Fair Value Measurements at December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Quoted Prices<br>in Active<br>Markets | Significant<br>Other<br>Observable<br>Inputs | Significant<br>Unobservable<br>Inputs | ||||||
| (in thousands) | Total | (Level 1) | (Level 2) | (Level 3) | ||||
| Domestic pension plans: | ||||||||
| Fixed income securities | $ | 5,114 | $ | 5,114 | $ | — | $ | — |
| Equity securities | 3,327 | 3,327 | — | — | ||||
| Cash | 825 | 825 | — | — | ||||
| Total | $ | 9,266 | $ | 9,266 | $ | — | $ | — |
Historically, the Company employed a total return investment approach whereby a mix of equities and fixed income securities were used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance was established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolio contained a diversified blend of equity and fixed income securities. Furthermore, equity securities were diversified across U.S. and non-U.S. stocks, as well as growth and value. Investment risk was measured and monitored on an ongoing basis through quarterly investment portfolio reviews and annual liability measurements.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following pension and postretirement benefit payments are expected to be paid:
| (in thousands) | Funded<br>Plans | Unfunded<br>Plans | Postretirement<br>Benefit<br>Plans | |||
|---|---|---|---|---|---|---|
| 2026 | $ | — | $ | 4,193 | $ | 694 |
Foreign Pension Plans
Certain of the Company’s foreign operations also maintain defined benefit pension plans held in trust for certain employees which are funded by the Company, and unfunded defined benefit pension plans providing supplemental benefits to select management employees. These plans use traditional defined benefit formulas based on years of service and final average compensation. Funding policies provide that payments to defined benefit pension trusts shall be at least equal to the minimum funding required by applicable regulations.
During the year ended December 31, 2024, the Company froze, and communicated the termination of, the Retirement Plan for Management Employees of Brewster Inc to applicable participants. The termination of the plan, which had $5.5 million in assets and $6.0 million in estimated obligations on a termination accounting basis as of December 31, 2025, is expected to be completed during the year ending December 31, 2026.
The components of net periodic benefit cost and other amounts recognized in other comprehensive income (loss) during the years ended December 31, 2025, 2024, and 2023 consisted of the following:
| Foreign Pension Plans | December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | ||||||
| Net periodic benefit cost: | |||||||||
| Interest cost | $ | 295 | $ | 308 | $ | 335 | |||
| Expected return on plan assets | (206 | ) | (315 | ) | (330 | ) | |||
| Amortization of prior service cost | 42 | — | — | ||||||
| Recognized net actuarial loss | 26 | 95 | 105 | ||||||
| Service cost | — | 201 | 176 | ||||||
| Net periodic benefit cost | 157 | 289 | 286 | ||||||
| Other changes in plan assets and benefit obligations recognized in other <br> comprehensive income (loss): | |||||||||
| Net actuarial loss (gain) | 438 | (282 | ) | 5 | |||||
| Prior service cost | — | 42 | — | ||||||
| Reversal of amortization items: | |||||||||
| Prior service cost | (42 | ) | — | — | |||||
| Net actuarial loss | (26 | ) | (95 | ) | (105 | ) | |||
| Total recognized in other comprehensive income (loss) | 370 | (335 | ) | (100 | ) | ||||
| Total recognized in net periodic benefit cost and other <br> comprehensive income (loss) | $ | 527 | $ | (46 | ) | $ | 186 |
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table represents the funded status of the plans as of December 31, 2025 and 2024:
| Funded Plans | Unfunded Plans | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Change in benefit obligation: | ||||||||||||
| Benefit obligation at beginning of year | $ | 5,520 | $ | 6,262 | $ | 778 | $ | 868 | ||||
| Benefits paid | (324 | ) | (406 | ) | (83 | ) | (85 | ) | ||||
| Interest cost | 262 | 270 | 33 | 37 | ||||||||
| Actuarial adjustments | 257 | (208 | ) | 16 | 25 | |||||||
| Service cost | — | 201 | — | — | ||||||||
| Plan amendments | — | 42 | — | — | ||||||||
| Curtailments | — | (158 | ) | — | — | |||||||
| Translation adjustment | 269 | (483 | ) | 37 | (67 | ) | ||||||
| Benefit obligation at end of year | 5,984 | 5,520 | 781 | 778 | ||||||||
| Change in plan assets: | ||||||||||||
| Fair value of plan assets at beginning of year | 5,498 | 6,037 | — | — | ||||||||
| Benefits paid | (324 | ) | (406 | ) | (83 | ) | (85 | ) | ||||
| Company contributions | 63 | 79 | 83 | 85 | ||||||||
| Actual return on plan assets | 43 | 263 | — | — | ||||||||
| Translation adjustment | 260 | (475 | ) | — | — | |||||||
| Fair value of plan assets at end of year | 5,540 | 5,498 | — | — | ||||||||
| Funded status at end of year | $ | (444 | ) | $ | (22 | ) | $ | (781 | ) | $ | (778 | ) |
The net amounts recognized in the Consolidated Balance Sheets under the captions “Other deferred items and liabilities” and “Other current liabilities” as of December 31, 2025 and 2024 were as follows:
| Funded Plans | Unfunded Plans | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||
| Other current liabilities | $ | 444 | $ | 22 | $ | 82 | $ | 78 |
| Non-current liabilities | — | — | 699 | 700 | ||||
| Net amount recognized | $ | 444 | $ | 22 | $ | 781 | $ | 778 |
Gross, pre tax net actuarial losses and prior service costs for the foreign plans recognized in AOCL were $2.1 million as of December 31, 2025 and $1.2 million as of December 31, 2024.
The fair value information related to the foreign pension plans’ assets is summarized in the following tables as of December 31, 2025 and 2024:
| Fair Value Measurements at Reporting Date Using | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | December 31, 2025 | Quoted Prices<br>in Active<br>Markets<br>(Level 1) | Significant<br>Other<br>Observable<br>Inputs<br>(Level 2) | Significant<br>Unobserved<br>Inputs<br>(Level 3) | ||||
| Assets: | ||||||||
| Fixed income securities | $ | 3,196 | $ | 3,196 | $ | — | $ | — |
| Cash | 2,344 | 2,344 | — | — | ||||
| Total | $ | 5,540 | $ | 5,540 | $ | — | $ | — |
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| Fair Value Measurements at Reporting Date Using | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | December 31, 2024 | Quoted Prices<br>in Active<br>Markets<br>(Level 1) | Significant<br>Other<br>Observable<br>Inputs<br>(Level 2) | Significant<br>Unobserved<br>Inputs<br>(Level 3) | ||||
| Assets: | ||||||||
| Fixed income securities | $ | 4,604 | $ | 4,604 | $ | — | $ | — |
| Equity securities | 811 | 811 | — | — | ||||
| Other | 83 | 83 | — | — | ||||
| Total | $ | 5,498 | $ | 5,498 | $ | — | $ | — |
The following payments are expected to be paid:
| (in thousands) | Funded<br>Plans | Unfunded<br>Plans | ||
|---|---|---|---|---|
| 2026 | $ | 6,030 | $ | 84 |
| 2027 | $ | — | $ | 82 |
| 2028 | $ | — | $ | 80 |
| 2029 | $ | — | $ | 77 |
| 2030 | $ | — | $ | 75 |
| 2031-2035 | $ | — | $ | 324 |
Information for Pension Plans with an Accumulated Benefit Obligation in Excess of Plan Assets
The accumulated benefit obligations in excess of plan assets as of December 31, 2025 and 2024 were as follows:
| Domestic Plans | ||||||||
|---|---|---|---|---|---|---|---|---|
| Funded Plans | Unfunded Plans | |||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||
| Projected benefit obligation | $ | — | $ | 10,360 | $ | 4,151 | $ | 5,662 |
| Accumulated benefit obligation | $ | — | $ | 10,360 | $ | 4,151 | $ | 5,662 |
| Fair value of plan assets | $ | — | $ | 9,266 | $ | — | $ | — |
| Foreign Plans | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Funded Plans | Unfunded Plans | |||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||
| Projected benefit obligation | $ | 5,984 | $ | 5,520 | $ | 781 | $ | 778 |
| Accumulated benefit obligation | $ | 5,984 | $ | 5,520 | $ | 781 | $ | 778 |
| Fair value of plan assets | $ | 5,540 | $ | 5,498 | $ | — | $ | — |
Contributions
In aggregate for both the domestic and foreign plans, the Company anticipates contributing $0.5 million to the funded pension plans, $4.3 million to the unfunded pension plans, and $0.7 million to the postretirement benefit plans during the year ending December 31, 2026.
Weighted-Average Assumptions
Weighted-average assumptions used to determine benefit obligations as of December 31, 2025 and 2024 were as follows:
| Domestic Plans | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Funded Plans | Unfunded Plans | Postretirement<br>Benefit Plans | Foreign Plans | ||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
| Discount rate | — | 5.43 | % | 4.07 | % | 5.55 | % | 4.07 | % | 5.63 | % | 4.68 | % | 4.75 | % |
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Weighted-average assumptions used to determine net periodic benefit costs as of December 31, 2025 and 2024 were as follows:
| Domestic Plans | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Funded Plans | Unfunded Plans | Postretirement<br>Benefit Plans | Foreign Plans | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||
| Discount rate | 5.43 | % | 4.94 | % | 5.56 | % | 4.94 | % | 5.63 | % | 4.98 | % | 4.70 | % | 4.60 | % | ||||||||
| Expected return on plan assets | 6.15 | % | 5.55 | % | N/A | N/A | N/A | N/A | 2.79 | % | 4.70 | % |
Other Employee Benefits
The Company matches U.S. employee contributions to the 401(k) Plan with shares of the Company’s common stock held in treasury up to 100% of the first 3% of a participant’s salary plus 50% of the next 2%. The expense associated with the match was $0.8 million, $0.7 million, and $0.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.
| NOTE 17. LEASES AND OTHER |
|---|
The balance sheet presentation of the Company’s operating and finance leases as of December 31, 2025 and 2024 was as follows:
| December 31, | |||||
|---|---|---|---|---|---|
| (in thousands) | Classification on the Consolidated Balance Sheet | 2025 | 2024 | ||
| Assets: | |||||
| Operating lease right-of-use assets | Operating lease right-of-use assets | $ | 26,297 | $ | 26,765 |
| Finance lease right-of-use assets, net | Property and equipment, net | 52,488 | 48,103 | ||
| Total lease right-of-use assets | $ | 78,785 | $ | 74,868 | |
| Liabilities: | |||||
| Current: | |||||
| Operating lease obligations | Other current liabilities | $ | 3,352 | $ | 3,084 |
| Finance lease obligations | Other current liabilities | 1,259 | 883 | ||
| Noncurrent: | |||||
| Operating lease obligations | Long-term operating lease obligations | 35,339 | 36,336 | ||
| Finance lease obligations | Long-term debt and finance lease obligations | 58,571 | 57,684 | ||
| Total lease liabilities | $ | 98,521 | $ | 97,987 |
During the year ended December 31, 2024, the Company determined that the carrying value of certain assets of its Las Vegas Flyover attraction asset group were not recoverable and were in excess of fair value, and accordingly, the Company recorded impairment charges of $5.1 million against operating lease right-of-use assets and $0.5 million against finance lease right-of-use assets.
The components of lease expense for the years ended December 31, 2025 and 2024 consisted of the following:
| Year Ended December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Finance lease cost: | ||||
| Amortization of right-of-use assets | $ | 2,339 | $ | 2,030 |
| Interest on lease liabilities | 5,422 | 5,379 | ||
| Operating lease cost | 6,453 | 6,432 | ||
| Short-term lease cost | 3,073 | 3,016 | ||
| Variable lease cost | 307 | 124 | ||
| Total lease cost, net | $ | 17,594 | $ | 16,981 |
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Other information related to operating and finance leases for the years ended December 31, 2025 and 2024 consisted of the following:
| Year Ended December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||
| Operating cash flows from operating leases | $ | 7,115 | $ | 6,646 |
| Operating cash flows from finance leases | $ | 6,233 | $ | 6,030 |
| Financing cash flows from finance leases | $ | 961 | $ | 3,021 |
| Right-of-use assets obtained in exchange for lease obligations: | ||||
| Operating leases | $ | 4,768 | $ | 2,407 |
The weighted-average remaining lease terms and discount rates for operating and finance leases as of December 31, 2025 and 2024 were:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Weighted-average remaining lease term (years): | ||||||
| Operating leases | 9.9 | 10.8 | ||||
| Finance leases | 33.8 | 35.0 | ||||
| Weighted-average discount rate: | ||||||
| Operating leases | 7.3 | % | 7.3 | % | ||
| Finance leases | 9.2 | % | 9.2 | % |
As of December 31, 2025, the estimated future minimum lease payments under non-cancellable leases, excluding variable leases and variable non-lease components, included:
| (in thousands) | Operating Leases | Finance Leases | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2026 | $ | 5,682 | $ | 7,166 | $ | 12,848 | |||
| 2027 | 5,860 | 6,245 | 12,105 | ||||||
| 2028 | 5,675 | 6,079 | 11,754 | ||||||
| 2029 | 5,688 | 6,079 | 11,767 | ||||||
| 2030 | 5,564 | 6,079 | 11,643 | ||||||
| Thereafter | 27,860 | 164,130 | 191,990 | ||||||
| Total future lease payments | 56,329 | 195,778 | 252,107 | ||||||
| Less: Amount representing interest | (17,638 | ) | (135,948 | ) | (153,586 | ) | |||
| Present value of minimum lease payments | 38,691 | 59,830 | 98,521 | ||||||
| Current portion | (3,352 | ) | (1,259 | ) | (4,611 | ) | |||
| Long-term portion | $ | 35,339 | $ | 58,571 | $ | 93,910 |
As of December 31, 2025, the estimated future minimum rental income under non-cancellable leases, which includes rental income from facilities that the Company owns include:
| (in thousands) | ||
|---|---|---|
| 2026 | $ | 1,956 |
| 2027 | 1,194 | |
| 2028 | 990 | |
| 2029 | 854 | |
| 2030 | 720 | |
| Thereafter | 1,280 | |
| Total minimum rental income | $ | 6,994 |
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| NOTE 18. LITIGATION, CLAIMS, CONTINGENCIES, AND OTHER |
|---|
Litigation and Regulatory Proceedings
The Company is 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 us. Although the amount of liability as of December 31, 2025 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 enroute 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 $0.5 million Canadian dollars (approximately $0.3 million U.S. dollars). 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 December 31, 2025, the Company had environmental remediation liabilities of $1.1 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
As of December 31, 2025, the Company had certain obligations under guarantees to third parties. These guarantees are not subject to liability recognition in the Consolidated Financial Statements and relate to leased facilities and equipment leases entered into by the Company’s subsidiary operations. The Company would generally be required to make payments to the respective third parties under these guarantees in the event that the related subsidiary cannot meet its own payment obligations. The maximum potential amount of future payments that would be required under all guarantees existing as of December 31, 2025 would be approximately $40.9 million. These guarantees relate to the Company’s leased equipment and facilities through December 2038. There are no recourse provisions that would enable a recovery from third parties for any payments made under the guarantees. Furthermore, there are no collateral or similar arrangements pursuant to which the Company could recover payments.
Following the sale of the GES Business, certain facility lease guarantees remained in place for lease payments of approximately $20.0 million. Truelink Capital has agreed to indemnify the Company for any lease obligations; however, if Truelink fails to make the required payments under the facility lease agreements, the Company could be required to satisfy those obligations. Accordingly, as of December 31, 2025, Pursuit has recorded a lease liability for the estimated fair value of the facility lease guarantees of approximately $0.5 million, with remaining lease terms extending through 2033.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| NOTE 19. 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 purpose 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 Consolidated Statements of Operations as “Income (loss) from continuing operations.” The Company’s CODM also uses income from continuing operations to monitor actual results versus its forecasted budget, which is used in assessing performance and in establishing management compensation. The CODM does not use a measure of segment assets to evaluate segment performance or in deciding how to allocate resources.
The accounting policies of the Company’s reportable segment are the same as those described in Note 1 – Organization and Summary of Significant Accounting Policies.
The financial information, including significant single segment expense categories regularly provided to the Company’s CODM, are included in the following table including a reconciliation to income (loss) from continuing operations for the years ended December 31, 2025, 2024, and 2023:
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | ||||||
| Total revenue | $ | 452,417 | $ | 366,488 | $ | 350,285 | |||
| Costs and expenses: | |||||||||
| Cost of food, beverage, and retail products sold | $ | 34,623 | $ | 31,121 | $ | 31,903 | |||
| Operating labor expenses (1) | 102,659 | 94,067 | 89,120 | ||||||
| Other segment expenses (2) | 123,468 | 120,153 | 99,785 | ||||||
| Selling, general, and administrative expenses | 80,093 | 57,795 | 56,763 | ||||||
| Depreciation and amortization | 46,070 | 42,960 | 37,929 | ||||||
| Interest expense, net | 8,823 | 14,182 | 5,963 | ||||||
| Other expense, net | 1,662 | 4,073 | 1,544 | ||||||
| Impairment charges | — | 47,572 | — | ||||||
| Total costs and expenses | 397,398 | 411,923 | 323,007 | ||||||
| Income (loss) from continuing operations before income taxes | 55,019 | (45,435 | ) | 27,278 | |||||
| Income tax expense | (16,502 | ) | (6,325 | ) | (12,929 | ) | |||
| Income (loss) from continuing operations | $ | 38,517 | $ | (51,760 | ) | $ | 14,349 |
(1) Operating labor expenses consist of wages, incentives, benefits, and employer taxes.
(2) Other segment expenses, exclusive of depreciation and amortization, primarily include insurance expense, royalty fees, utilities, operating lease expense, property tax expense, and credit card fees.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Geographic Areas
The Company’s foreign operations from continuing operations are primarily in Canada, Iceland, and Costa Rica. Long-lived assets are attributed to domestic or foreign based principally on the physical location of the assets. Long-lived assets consist of “Property and equipment, net” and “Other investments and assets.” The table below presents the financial information by major geographic area:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | |||
| Revenue: | ||||||
| Canada | $ | 244,698 | $ | 192,540 | $ | 201,743 |
| U.S. | 132,447 | 119,528 | 103,861 | |||
| Iceland | 62,208 | 54,420 | 44,681 | |||
| Costa Rica ⁽¹⁾ | 13,064 | — | — | |||
| Total revenue | $ | 452,417 | $ | 366,488 | $ | 350,285 |
| Long-lived assets: | ||||||
| Canada | $ | 315,100 | $ | 276,364 | $ | 299,265 |
| U.S. | 234,854 | 201,244 | 203,332 | |||
| Iceland | 60,198 | 55,445 | 56,639 | |||
| Costa Rica ⁽¹⁾ | 39,148 | — | — | |||
| Total long-lived assets | $ | 649,300 | $ | 533,053 | $ | 559,236 |
(1) The financial results and assets of Tabacón are consolidated in the Company’s financial statements prospectively from the July 1, 2025 acquisition date. See Note 4 – Acquisitions for additional information.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| NOTE 20. SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) |
|---|
As a result of the retrospective changes associated with the GES Sale, which are reflected as discontinued operations for all periods presented, the following table sets forth selected unaudited consolidated quarterly financial information that have been adjusted to reflect these presentation changes.
| Year Ended December 31, | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||||||||||||||
| (in thousands, except per share data) | First<br>Quarter | Second<br>Quarter | Third<br>Quarter | Fourth<br>Quarter | First<br>Quarter | Second<br>Quarter | Third<br>Quarter | Fourth<br>Quarter | ||||||||||||||||
| Revenue | $ | 37,579 | $ | 116,743 | $ | 241,022 | $ | 57,073 | $ | 37,231 | $ | 101,201 | $ | 182,257 | $ | 45,799 | ||||||||
| (Loss) income from continuing operations before income taxes | $ | (33,087 | ) | $ | 10,617 | $ | 105,754 | $ | (28,265 | ) | $ | (31,517 | ) | $ | 3,908 | $ | 61,048 | $ | (78,874 | ) | ||||
| (Loss) income from continuing operations | $ | (31,221 | ) | $ | 7,596 | $ | 87,983 | $ | (25,841 | ) | $ | (29,863 | ) | $ | 1,136 | $ | 50,541 | $ | (73,574 | ) | ||||
| (Loss) income from discontinued operations, net of tax | (131 | ) | 1,135 | (2,882 | ) | (330 | ) | 3,620 | 29,742 | 5,323 | 386,918 | |||||||||||||
| Net (loss) income | (31,352 | ) | 8,731 | 85,101 | (26,171 | ) | (26,243 | ) | 30,878 | 55,864 | 313,344 | |||||||||||||
| Net loss (income) attributable to non-redeemable noncontrolling interests | 216 | (3,085 | ) | (11,248 | ) | 476 | 923 | (1,807 | ) | (7,178 | ) | 1,505 | ||||||||||||
| Net loss (income) attributable to redeemable noncontrolling interests | — | — | — | — | 203 | 240 | (71 | ) | 886 | |||||||||||||||
| Net (loss) income attributable to Pursuit | $ | (31,136 | ) | $ | 5,646 | $ | 73,853 | $ | (25,695 | ) | $ | (25,117 | ) | $ | 29,311 | $ | 48,615 | $ | 315,735 | |||||
| Basic income (loss) per common share: (1) | ||||||||||||||||||||||||
| Continuing operations attributable to Pursuit common stockholders | $ | (1.10 | ) | $ | 0.16 | $ | 2.71 | $ | (0.90 | ) | $ | (1.46 | ) | $ | (0.09 | ) | $ | 1.49 | $ | (2.52 | ) | |||
| Discontinued operations attributable to Pursuit common stockholders | (0.01 | ) | 0.04 | (0.10 | ) | (0.01 | ) | 0.17 | 1.07 | 0.19 | 13.33 | |||||||||||||
| Net income (loss) attributable to Pursuit common stockholders | $ | (1.11 | ) | $ | 0.20 | $ | 2.61 | $ | (0.91 | ) | $ | (1.29 | ) | $ | 0.98 | $ | 1.68 | $ | 10.81 | |||||
| Diluted income (loss) per common share: (1) | ||||||||||||||||||||||||
| Continuing operations attributable to Pursuit common stockholders | $ | (1.10 | ) | $ | 0.16 | $ | 2.70 | $ | (0.90 | ) | $ | (1.46 | ) | $ | (0.09 | ) | $ | 1.46 | $ | (2.52 | ) | |||
| Discontinued operations attributable to Pursuit common stockholders | (0.01 | ) | 0.04 | (0.10 | ) | (0.01 | ) | 0.17 | 1.07 | 0.19 | 13.33 | |||||||||||||
| Net income (loss) attributable to Pursuit common stockholders | $ | (1.11 | ) | $ | 0.20 | $ | 2.60 | $ | (0.91 | ) | $ | (1.29 | ) | $ | 0.98 | $ | 1.65 | $ | 10.81 |
(1) Income (loss) per share calculations for each quarter are based on the weighted average shares outstanding for that period. As a result, the sum of the quarterly amounts may not equal the annual per share amount.
| NOTE 21. SUBSEQUENT EVENT |
|---|
Flyover Attractions Sale
On January 21, 2026, Pursuit entered into a definitive agreement to sell the Flyover Attractions to Brogent for approximately $78.4 million in cash, subject to customary post-closing adjustments. The transaction is expected to close in the spring of 2026, pending regulatory approvals and customary closing conditions. The Company does not expect to recognize an impairment associated with the sale of the Flyover Attractions, and does not expect to account for the sale as a discontinued operation.
ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. Controls and Procedures
We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. Management, together with our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2025.
There were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the fourth quarter of 2025.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, our management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Management performed an assessment of the effectiveness of our internal control over financial reporting using the criteria described in the “Internal Control - Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission. The objective of this assessment was to determine whether our internal control over financial reporting was effective as of December 31, 2025. In accordance with the SEC’s published guidance, our management has excluded from its assessment the internal control over financial reporting of certain elements of internal controls at Tabacón, which we acquired on July 1, 2025. Those elements of Tabacón’s internal controls over financial reporting that have been excluded represent approximately 0.3% of total assets and approximately 3% of total revenue of the Company as of and for the year ended December 31, 2025. Based on our assessment, we concluded that, as of December 31, 2025, our internal control over financial reporting was effective based on those criteria.
The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued a report relating to the effectiveness of our internal control over financial reporting.
ITEM 9B. Other Information
Securities Trading Plans of Directors and Executive Officers
During the fiscal quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
* Filed herewith.
** Furnished herewith.
- Management contract or compensatory plan or arrangement.
Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission and its staff upon its request.
† Pursuant to Item 601(b)(10) of Regulation S-K, portions of this exhibit have been omitted as the registrant has determined that the omitted information is (i) not material and (ii) the type of information that the registrant customarily and actually treats as private or confidential.
ITEM 16. Form 10-K summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 25, 2026.
| PURSUIT ATTRACTIONS AND HOSPITALITY, INC. | |
|---|---|
| By: | /s/ David W. Barry |
| David W. Barry | |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 25, 2026.
| /s/ David W. Barry | /s/ Michael J. Heitz |
|---|---|
| David W. Barry | Michael J. Heitz |
| President and Chief Executive Officer, Director of Pursuit Attractions and Hospitality, Inc. | Chief Financial Officer of Pursuit Attractions and Hospitality, Inc. |
| (Principal Executive Officer) | (Principal Financial Officer) |
| /s/ Michael L. Bosco | |
| Michael L. Bosco | |
| Chief Accounting Officer of Pursuit Attractions and Hospitality, Inc. | |
| (Principal Accounting Officer) | |
| /s/ Jill H. Bright | /s/ Denise M. Coll |
| Jill H. Bright | Denise M. Coll |
| Director of Pursuit Attractions and Hospitality, Inc. | Director of Pursuit Attractions and Hospitality, Inc. |
| /s/ Beverly K. Carmichael | /s/ Virginia L. Henkels |
| Beverly K. Carmichael | Virginia L. Henkels |
| Director of Pursuit Attractions and Hospitality, Inc. | Director of Pursuit Attractions and Hospitality, Inc. |
| /s/ Brian P. Cassidy | /s/ Joshua E. Schechter |
| Brian P. Cassidy | Joshua E. Schechter |
| Director of Pursuit Attractions and Hospitality, Inc. | Director of Pursuit Attractions and Hospitality, Inc. |
EX-10.13
Exhibit 10.13
OFFER LETTER
October 29, 2024
Michael (Bo) Heitz
Dear Bo,
I am thrilled to officially offer you the position as Chief Financial Officer of Pursuit, reporting directly to me. I am confident your skills and background will be valuable assets to our team, and I look forward to your many meaningful contributions to Pursuit’s success.
You must complete a criminal background check as a contingency of this offer. Specific details of your offer are outlined below:
/ Start Date: Your start date will be on or before December 16, 2024.
/ Base Salary: Your annual base salary will be $400,000 USD.
/ Annual Incentive: Effective January 1, 2025, you will be eligible to participate in our annual Short-Term Incentive (STI) Plan equal to 75% of your annual salary, up to a maximum achievement factor of 175%. STI payouts are subject to Pursuit’s achievement of year-end performance targets and approval by the Board of Directors.
/ Equity (Stock): You will receive an initial equity grant of Restricted Stock Units (RSU) (30%) and Performance Stock Units (PSU) (70%) with a grant date value of $500,000 USD on January 2, 2025. The performance period for the PSU/Total Shareholder Return (TSR) portion of your initial stock grant is January 2, 2025-December 31, 2027.
Annually thereafter, you will receive equity in the form of RSUs (30%) and PSUs (70%) in an amount equal to your annual salary as a participant in our Long-Term Incentive (LTI) Plan. Your LTI Award in subsequent years will be granted during the annual NEO cycle which occurs in March.
/ New Hire Grant: On your start date, you will receive a new hire award of Restricted Stock Units with a grant date value of $250,000 USD. The number of these units will be based on the closing price of Viad’s common stock on the grant date. The initial units granted to you, pursuant to the terms of the underlying agreement, will vest in equal parts across the same three-year schedule on your grant date anniversary in 2025, 2026, and 2027.
/ Benefits and Perks: Your package will be supplemented with a comprehensive benefits package, that includes healthcare and other voluntary benefits programs along with 401(k) retirement plan eligibility with employer match. Details about enrolling in health and retirement benefits will be provided during your first week of employment. You will have 30 days to enroll in health benefits and, if elected, coverage will begin on the first of the month following your start date. For our retirement plan, you are immediately eligible to participate. We will also provide you with a company-paid mobile phone, or reimburse you for the cost of using your personal device. You will also be eligible for discounts at our hotels, restaurants, and attractions across our iconic locations.
In addition to these benefits, as an officer of Pursuit you will be covered by our D&O insurance program, subject to the terms and conditions of applicable policies, as well as indemnification protections provided in Pursuit’s Certificate of Incorporation and Bylaws.
/ Time Off: Pursuit has a Flexible Time Off (FTO) policy where there is no set limit to the number of days off. We trust you to manage your schedule and find time to unplug, recharge, or tend to any personal needs that may arise.
/ Always Honest: As part of the Pursuit culture, we expect our team members to bring their best and act with integrity in all that they do. We have our Always Honest Compliance & Ethics Program, which has been adopted by our Board of Directors and applies to all team members of Pursuit.
As we approach your start date, you can expect an e-mail inviting you to complete electronic onboarding via ADP. If you have any questions, please do not hesitate to reach out to myself or Jamie Thorpe.
Sincerely,
/s/ David Barry
David Barry
PRESIDENT, PURSUIT
Agreed to and accepted by:
/s/ Michael “Bo” Heitz 10/30/24
Michael “Bo” Heitz Date
We call your attention to the fact that, notwithstanding the offer outlined in this letter, your employment in Colorado is “at will” and can be terminated, with or without cause or notice, at any time, at the option of either the employee or the company. No representative of the company, except the Chief Executive Officer of Pursuit, has the authority to enter into any agreement where employment is guaranteed for any specified period or to make any agreement contrary to the foregoing and any such agreements are null and void, and you should not rely on any representations to the contrary.
EX-10.14
Exhibit 10.14
OFFER LETTER
May 13, 2025
Michael Bosco
Mike,
I could not be more excited to offer you the opportunity to join Pursuit, reporting directly to me. I am confident your experience and background will be valuable assets to the organization.
You must complete a criminal background check as a contingency of this offer.
Specific details of your offer are outlined below:
- Start Date: Your start date will be on or before June 16, 2025
- Appointment: You will be appointed to serve as Senior Vice President, Chief Accounting Officer, effective July 1, 2025.
- Base Salary: Your annual base salary will be $285,000 USD ($10,961.54, paid bi-weekly on Friday), subject to all applicable taxes and withholdings.
- Annual Incentive: Effective upon your start date, you will be eligible to participate in our annual Short-Term Incentive (STI) Plan equal to 35% of your annual salary, up to a maximum achievement factor of 175%. For 2025, your incentive will be prorated based on the number of full, or substantially full, months in position. Short-Term Incentive payouts are subject to Pursuit’s achievement of year-end performance targets and approval by the Board of
Directors or Human Resources Committee (“HRC”) thereof and your
continued employment with Pursuit through the date of payment.
- Equity (Stock): Subject to the approval by the Board of Directors or the HRC, you will receive an initial equity grant of time-vesting
Restricted Stock Units (RSU) (50%) and performance-vesting Performance Stock Units (PSU) (50%), in each case, under our 2017 Omnibus Incentive Plan (as amended, the “Omnibus Plan”), with an aggregate grant value of $142,500 USD on your start date. The performance period for the PSU portion of your initial stock grant will be January 1, 2025 – December 31, 2027. Vesting of the RSUs and PSUs will be contingent upon your continued employment with Pursuit, and these awards will be subject to the terms and conditions of the Omnibus Plan and the applicable award agreements thereunder.
Annually thereafter, you will be eligible to receive equity awards, as determined by the Board of Directors or the HRC in its sole discretion, in an aggregate target amount equal to 50% of your annual salary as a participant in our Long Term Incetive (LTI) Plan.
Your LTI Award in subsequent years will be granted during the annual grant cycle which generally occurs in March. The PSU component of equity is subject to Pursuit’s achievement of targets and approval by the Board of Directors or the HRC and your continued employment with Pursuit through the performance period.
- New Hire Grant: On your Start Date, you will receive a new hire award of Restricted Stock Units with a grant date value of $100,000 USD. The number of these units will be based on the closing price of Pursuit’s common stock on the grant date. The initial units granted to you, pursuant to the terms of the underlying agreement, will vest in equal parts across the same three-year schedule on your grant date anniversary in 2026, 2027, and 2028.
- Benefits and Perks: Your package will be supplemented with a comprehensive benefits package, that includes healthcare and other voluntary benefits programs along with 401(k) retirement plan eligibility with employer match. Details about enrolling in health and retirement benefits will be provided during your first week of employment. You will have 30 days to enroll in health benefits and, if elected, coverage will begin on the first of the month following your start date. For our retirement plan, you are
immediately eligible to participate. You will be eligible for discounts at our hotels, restaurants, and attractions across our iconic locations.
In addition to these benefits, as an executive of Pursuit you will be covered by our D&O insurance program, subject to the terms and conditions of applicable policies, as well as indemnification protections provided in Pursuit’s Certificate of Incorporation and Bylaws.
- Phone Allowance: In your role you will receive a phone allowance in the amount of $55 USD per month, deposited on the first paycheck of each month
- Time Off: Pursuit has a Flexible Time Off (FTO) policy where there is no set limit to the number of days off. We trust you to manage your schedule and find time to unplug, recharge, or tend to any personal needs that may arise.
- Always Honest: As part of the Pursuit culture, we expect our team members to bring their best and act with integrity in all that they do. We have our Always Honest Compliance & Ethics Program, which has been adopted by our Board of Directors and applies to all team members of Pursuit.
As we approach your start date, you can expect an e-mail inviting you to complete electronic onboarding via ADP. If you have any questions please do not hesitate to reach out to myself or Jamie.
Sincerely,
Bo Heitz
Chief Financial Officer
Please acknowledge your acceptance of this offer by adding your signature below.
/s/ Michael Bosco
Michael Bosco
We call your attention to the fact that, notwithstanding the offer outlined in this letter, your employment in Colorado is "at will" and can be terminated, without cause or notice, at any time, at the option of either the employee or Pursuit. No representative of the company, except the Chief Executive Officer of Pursuit, has the authority to enter into any agreement where employment is guaranteed for any specific period or to make any agreement contrary to the foregoing and any such agreements are null and void, and you should not rely on any representations to the contrary.
EX-10.22
Exhibit 10.22
Execution Version
FIRST AMENDMENT
FIRST AMENDMENT, dated as of February 28, 2025 (this “Amendment”), to the Credit Agreement, dated as of January 3, 2025, among PURSUIT ATTRACTIONS AND HOSPITALITY, INC., a Delaware corporation (the “Top Borrower”), BREWSTER INC., an Alberta corporation (the “Co-Borrower” and, together with the Top Borrower, the “Borrowers”), the lenders from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), L/C Issuer and Swing Line Lender (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Existing Credit Agreement or the Amended Credit Agreement (as defined below), as applicable.
WHEREAS, the Top Borrower has requested an amendment to the Existing Credit Agreement pursuant to which certain provisions of the Existing Credit Agreement will be amended as set forth herein;
WHEREAS, Section 10.01 of the Existing Credit Agreement permits the Top Borrower to amend or otherwise modify Section 7.01 and Schedule 7.03 the Existing Credit Agreement with the written consent of the Required Lenders and without the consent of any other Lender;
WHEREAS, the Top Borrower and the parties hereto constituting the Required Lenders wish to amend the Existing Credit Agreement on the terms set forth herein; and
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
- Amendments. Effective as of the Effective Date (as defined below), the Existing Credit Agreement is hereby amended (the Existing Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”) as follows:
- The last paragraph of Section 7.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Notwithstanding any other provision of this Section 7.01 to the contrary, the Top Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly create, incur, assume or suffer to exist any Lien securing the Indebtedness set forth in clause (a) of the definition thereof upon any of its fee interest or leasehold interest in any real property, whether now owned or hereafter acquired, except for Liens (i) permitted pursuant to Section 7.01(c), (d), (h), (i), (j), (s) or (u) and (ii) securing Construction Indebtedness incurred under Section 7.03(c) or (e).”
- Schedule 7.03 (Existing Indebtedness) to the Existing Credit Agreement is hereby amended and restated in its entirety in the form of Exhibit A attached hereto.
- Conditions to Effectiveness of Amendment.
The effectiveness of the terms of this Amendment shall be subject to satisfaction of the following conditions precedent (the date upon which this Amendment becomes effective, the “Effective Date”):
- Counterparts. The Administrative Agent having received the executed counterparts of this Amendment executed by the Top Borrower, the Administrative Agent and the Required Lenders.
- Fees. The Administrative Agent shall have received all costs and expenses due and payable on or prior to the Effective Date in connection with this Amendment, including to the extent invoiced prior to the Effective Date and required to be paid or reimbursed pursuant to Section 10.04 of the Existing Credit Agreement, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel to the Administrative Agent) required to be reimbursed or paid by the Top Borrower hereunder or under any other Loan Document.
- Representations and Warranties.
On and as of the Effective Date, after giving effect to this Amendment, the Top Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows:
- Corporate Power and Authority; Authorization; Binding Obligation. This Amendment has been duly executed and delivered by each Loan Party that is party hereto; the execution, delivery and performance by each Loan Party of this Amendment and performance of the Amended Credit Agreement by the Borrowers have been duly authorized by all necessary corporate or other organizational action; and this Amendment and the Amended Credit Agreement each constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and general principles of equity.
- Representation and Warranties from Amended Credit Agreement. The representations and warranties contained in Article V of the Amended Credit Agreement and each other Loan Document are true and correct in all material respects on and as of the Effective Date, as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, respectively; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates, as applicable; provided further that the representations and warranties contained in Sections 5.05(a) and (b) of the Amended Credit Agreement are deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) or (b) of the Amended Credit Agreement, respectively.
- No Default. Immediately prior to and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
- Counterparts.
This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. The electronic execution provisions in Section 10.19 of the Amended Credit Agreement are incorporated herein by reference mutatis mutandis.
- Governing Law and Waiver of Right to Trial by Jury.
-2-
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury provisions in Section 10.16 and 10.17 of the Amended Credit Agreement are incorporated herein by reference mutatis mutandis.
- Headings.
Section headings in this Amendment are included for convenience of reference only and shall not affect the interpretation of this Amendment or any other Loan Document.
- Effect of Amendment.
Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document, and this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall not constitute a novation of the Existing Credit Agreement or any of the Loan Documents. For the avoidance of doubt, on and after the Effective Date, this Amendment shall for all purposes constitute a Loan Document.
[Signature pages follow]
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.,
as the Top Borrower
By: /s/ Carrie J. Long
Name: Carrie J. Long
Title: Treasurer
[Pursuit – Signature Page to the First Amendment]
BANK OF AMERICA, N.A.,
as the Administrative Agent
By: /s/ Angela Berry
Name: Angela Berry
Title: Assistant Vice President
[Pursuit – Signature Page to the First Amendment]
BANK OF AMERICA, N.A.,
as a Lender
By: /s/ Brendan Kelly
Name: Brendan Kelly
Title: Senior Vice President
[Pursuit – Signature Page to the First Amendment]
KeyBank National Association,
as a Lender
By: /s/ Eric W. Domin
Name: Eric W. Domin
Title: SVP
[Pursuit – Signature Page to the First Amendment]
TRUIST BANK,
as a Lender
By: /s/ J. Carlos Navarrete
Name: J. Carlos Navarrete
Title: Director
[Pursuit – Signature Page to the First Amendment]
Exhibit A
Schedule 7.03
(See attached)
EX-10.25
Exhibit 10.25
Execution Version
EQUITY PURCHASE AGREEMENT
dated as of
January 21, 2026
by and among
Pursuit Attractions and Hospitality, Inc.,
Pursuit Investment Holdings, Inc.,
Brewster Inc.,
Flyover Attractions B.V.
and
Brogent Technologies, Inc.
||
TABLE OF CONTENTS
| Article I<br>Definitions | ||
|---|---|---|
| Section 1.01 | Definitions | 6 |
| Section 1.02 | Other Definitional and Interpretative Provisions | 17 |
| Article II<br>Purchase and Sale | ||
| Section 2.01 | Purchase and Sale of the Purchased Interests | 17 |
| Section 2.02 | Non-Assignable Assets. | 18 |
| Section 2.03 | Purchase Price; Allocation of Purchase Price; Withholding | 18 |
| Section 2.04 | Closing; Transitional Services Period | 19 |
| Section 2.05 | Purchase Price Adjustment | 21 |
| Article III<br>Representations and Warranties of Sellers | ||
| Section 3.01 | Existence and Power | 23 |
| Section 3.02 | Authorization | 23 |
| Section 3.03 | Governmental Authorization | 23 |
| Section 3.04 | Noncontravention | 23 |
| Section 3.05 | Group Companies | 24 |
| Section 3.06 | Financial Statements | 25 |
| Section 3.07 | Absence of Certain Changes | 26 |
| Section 3.08 | No Undisclosed Liabilities | 26 |
| Section 3.09 | Material Contracts | 26 |
| Section 3.10 | Litigation | 28 |
| Section 3.11 | Compliance with Laws | 28 |
| Section 3.12 | Real Property | 28 |
| Section 3.13 | Intellectual Property | 29 |
| Section 3.14 | Title to and Sufficiency of Assets | 31 |
| Section 3.15 | Permits | 31 |
| Section 3.16 | Benefit Plans | 31 |
| Section 3.17 | Employees | 32 |
| Section 3.18 | Environmental Compliance | 33 |
| Section 3.19 | Taxes. | 33 |
| Section 3.20 | Insurance | 34 |
| Section 3.21 | Finders’ Fees | 35 |
| Section 3.22 | Affiliate Transactions | 35 |
| Section 3.23 | No Other Representations and Warranties | 35 |
| Article IV<br>Representations and Warranties of Buyer | ||
| Section 4.01 | Existence and Power | 35 |
| --- | --- | --- |
| Section 4.02 | Authorization | 36 |
| Section 4.03 | Governmental Authorization | 36 |
| Section 4.04 | Noncontravention | 36 |
| Section 4.05 | Financial Ability | 36 |
| Section 4.06 | Litigation | 37 |
| Section 4.07 | Solvency | 37 |
| Section 4.08 | Purchase for Investment | 37 |
| Section 4.09 | Finders’ Fees | 37 |
| Section 4.10 | No Additional Representations; No Reliance | 37 |
| Article V<br>Covenants | ||
| Section 5.01 | Conduct of the Business | 39 |
| Section 5.02 | Pre-Closing Access | 40 |
| Section 5.03 | Required Actions | 41 |
| Section 5.04 | Shared Contracts | 42 |
| Section 5.05 | Post-Closing Transfers | 43 |
| Section 5.06 | Intercompany Balances; Affiliate Transactions | 44 |
| Section 5.07 | Group Company Guarantees | 44 |
| Section 5.08 | R&W Insurance Policy | 45 |
| Section 5.09 | Insurance | 46 |
| Section 5.10 | Legal Proceedings; Production of Witnesses | 46 |
| Section 5.11 | Retention of Books and Records and Post-Closing Access | 47 |
| Section 5.12 | Confidentiality | 48 |
| Section 5.13 | Public Announcements | 48 |
| Section 5.14 | Director and Officer Matters. | 49 |
| Section 5.15 | Non-Solicitation; Non-Competition | 50 |
| Section 5.16 | Seller General Release. | 52 |
| Section 5.17 | Buyer General Release | 53 |
| Section 5.18 Further Assurances | 53 | |
| Article VI<br>Tax Matters | ||
| Section 6.01 | Tax Returns; Allocation of Taxes | 54 |
| Section 6.02 | Cooperation on Tax Matters | 55 |
| Section 6.03 | Buyer Covenants | 55 |
| Section 6.04 | Tax Sharing Agreements | 55 |
| Section 6.05 | Tax Claims | 55 |
| Section 6.06 | Post-Closing Payments | 56 |
| Section 6.07 | Refunds | 56 |
| Section 6.08 | Reportable Transactions | 56 |
2
Confidential
| Article VII<br>Employee Matters | ||
|---|---|---|
| Section 7.01 | Continuation of Benefits | 56 |
| Section 7.02 | Service Credit | 57 |
| Section 7.03 | Third-Party Rights | 57 |
| Article VIII | ||
| Section 8.01 | Conditions to Obligation of Each Party to Close | 57 |
| Article IX | ||
| Section 9.01 | Termination | 58 |
| Section 9.02 | Termination Notice | 59 |
| Section 9.03 | Effect of Termination. | 59 |
| Article X<br>Miscellaneous | ||
| Section 10.01 | No Survival | 60 |
| Section 10.02 | Notices | 60 |
| Section 10.03 | Waiver | 61 |
| Section 10.04 | Expenses | 61 |
| Section 10.05 | Assignment | 61 |
| Section 10.06 | Governing Law | 61 |
| Section 10.07 | Arbitration | 61 |
| Section 10.08 | Captions; Counterparts | 62 |
| Section 10.09 | Rights of Third Parties | 62 |
| Section 10.10 | Entire Agreement | 62 |
| Section 10.11 | Amendments | 62 |
| Section 10.12 | Severability | 62 |
| Section 10.13 | Disclosure Schedule | 63 |
| Section 10.14 | Enforcement | 63 |
| Section 10.15 | Privileged Matters; Conflicts of Interest | 63 |
| Section 10.16 | Currency | 65 |
| Section 10.17<br><br>Guarantee | 65 |
Exhibits
| Exhibit A | Accounting Principles |
|---|---|
| Exhibit B | Sample Closing Statement |
3
Confidential
| Exhibit C | US Deliverables |
|---|---|
| Exhibit D | Canada Deliverables |
| Exhibit E<br><br>Exhibit F<br><br>Exhibit G<br><br>Exhibit H<br><br>Exhibit I<br><br>Exhibit J<br><br><br><br><br><br><br><br><br><br><br><br>Schedule 1 | Iceland Deliverables<br><br>Form of Seller Authorization<br><br>Form of Transition Services Agreement<br><br>Form of US Resignation and Release<br><br>Form of Icelandic Resignation and Release<br><br>Form of Canada Resignation and Release<br><br><br><br><br><br><br><br>SCHEDULES<br><br><br><br>Guarantees |
4
Confidential
EQUITY PURCHASE AGREEMENT
This EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of January 21, 2026, is made by and among
(i) Pursuit Attractions and Hospitality, Inc., a Delaware corporation (“Parent”);
(ii) Pursuit Investment Holdings, Inc., a Delaware corporation (“US Seller”) and Brewster Inc., an Alberta corporation (“Canada Seller” and, together with Parent, US Seller and Canada Seller, collectively, “Sellers”);
(iii) Flyover Attractions B.V., a Netherlands corporation (“Buyer”); and
(iv) Brogent Technologies, Inc., a Taiwan corporation (“Guarantor”).
Each of Parent, US Seller, Canada Seller, Buyer and Guarantor is referred to herein as a “Party” and collectively as the “Parties”.
W I T N E S S E T H:
WHEREAS, Parent owns, directly or indirectly, all of the issued and outstanding equity interests of US Seller and Canada Seller;
WHEREAS, US Seller, Canada Seller and Parent own, directly or indirectly, all of the issued and outstanding equity interests of the US Group Companies, Flyover Vancouver and the Iceland Group Companies, respectively;
WHEREAS, the Group Companies are engaged in Parent’s businesses as described in Parent’s Form-10-K for the fiscal year ended December 31, 2024, as “Flyover Canada”, “Flyover Chicago,” “Flyover Las Vegas” and “Flyover Iceland” (such businesses, the “Business”);
WHEREAS, Buyer desires to acquire the Business, by purchasing from Sellers all of the issued and outstanding equity interests of the US Target (such interests, the “US Interests”), Flyover Vancouver (such interests, the “Canada Interests”) and Iceland Target (such interests, the “Iceland Interests”, together with the US Interests and the Canada Interests, the “Purchased Interests”), upon the terms and subject to the conditions hereinafter set forth in this Agreement;
WHEREAS, prior to the date hereof, the Pre-Closing Reorganization was completed; and
WHEREAS, Sellers desire to sell the Business by selling the Purchased Interests to Buyer, in each case, upon the terms and subject to the conditions hereinafter set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Article I
Definitions
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Section 1.01 Definitions. As used herein, the following terms have the following meanings:
“Accounting Principles” means the accounting principles, practices, policies, judgments and methodologies set forth in Exhibit A to this Agreement.
“Action” means any claim, action, suit, audit, assessment or arbitration by or before any Governmental Authority (other than office actions and similar notices or proceedings in connection with the prosecution of applications for registration or issuance of Intellectual Property Rights).
“Adjustment Time” means 11:59 p.m. (Eastern Time) on the day immediately prior to the date hereof.
“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or other ownership interests, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.
“Balance Sheet” means the unaudited balance sheet of the Business’s assets to be acquired and liabilities to be assumed pursuant to the terms and conditions hereof for the year ended December 31, 2024 and as of the Balance Sheet Date.
“Balance Sheet Date” means October 31, 2025.
“Benefit Plan” means any employee benefit plan, and each retirement, pension, deferred compensation, medical, dental, disability, life, severance, vacation, incentive bonus and equity-based compensation plan, program, agreement or arrangement, in each case, with respect to any current or former Service Providers, but excluding any plan, program or agreement sponsored or maintained in whole or in part by any Governmental Authority and further excluding any “multiemployer plan” (as defined in Section 3(37) of ERISA).
“Business Day” means any day that is not a Saturday, a Sunday or other day on which the commercial banks in (i) Taipei, Taiwan, (ii) New York, New York, United States, (iii) British Columbia, Canada or (iv) Alberta, Canada are closed.
“Business Employees” means the employees of the Group Companies.
“Business Intellectual Property Rights” means the Business Owned Intellectual Property Rights and Business Licensed Intellectual Property Rights.
“Business Licensed Intellectual Property Rights” means all Intellectual Property Rights owned, licensed or otherwise made available to the Sellers or any of their Subsidiaries by any Person and used or held for use in the conduct of the Business as currently conducted.
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“Business Owned Intellectual Property Rights” means the Intellectual Property Rights that are owned by the Group Companies in connection with operating the Business.
“Business Records” means all books, records, files, plans, studies, reports, manuals, handbooks, catalogs, brochures, ledgers, drawings and other similar materials (or portions thereof) exclusively related to the Business, including (a) lists of customers, suppliers or personnel of the Business, (b) all product, business and marketing plans of the Business, (c) operating and personnel records of the Business and (d) Tax-related records and receipts (or portions thereof) exclusively related to the Group Companies (other than Combined Tax Returns and related Tax workpapers).
“Cash and Cash Equivalents” of any Person as of any date means the cash and cash equivalents and deposits required to be reflected as cash and cash equivalents and deposits on a consolidated balance sheet of such Person and its Subsidiaries, as adjusted for any deposits in transit and outstanding checks, in each case, prepared in accordance with the Accounting Principles.
“Closing Date Net Working Capital” means the Net Working Capital as of the Adjustment Time.
“Code” means the Internal Revenue Code of 1986, as amended.
“Collective Bargaining Agreement” means each collective bargaining agreement, labor contract or similar agreement entered into with a union, labor organization or works council governing the terms and conditions of employment of any Business Employee.
“Combined Tax Return” means any Tax Return which includes one or more Group Companies, on the one hand, and one or more of Sellers or the Retained Companies, on the other.
“Combined Taxes” means any Taxes which are the subject of a Combined Tax Return.
“Confidentiality Agreement” means, as amended and modified from time to time, that certain Confidentiality Agreement by and between the Parent and Brogent Technologies Inc., dated November 28, 2023.
“Continuing Employee” means the Business Employees who, as of immediately following the Closing, continue their employment with Buyer or any Group Company.
“Contract” means any written legally binding contract, agreement, lease, sublease, license, sublicense, sales order or purchase order, and/or any amendment thereto or scope of work issued thereunder, and includes any Material Contract.
“COTS License” means a “shrink-wrap,” “click-through” or “off-the-shelf” software license, or any other license of uncustomized software that is commercially available to the public generally, with one-time or annual license, maintenance, support and other fees of $250,000 or less.
“Credit Facility” means that certain Credit Agreement, dated as of January 2, 2025, by and among Parent, Bank of America, N.A., and other lenders party thereto, as amended.
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“Damages” means all losses, damages, judgments and out-of-pocket costs and expenses.
“Disclosure Schedule” means the disclosure schedule delivered by Sellers to Buyer concurrently with the execution and delivery of this Agreement.
“Environmental Laws” means any applicable Law relating to pollution, protection of the environment or protection of the health and safety of individuals from exposures to Hazardous Substances in the environment.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Flyover Iceland” means Flyover Iceland ehf., an Icelandic private limited company.
“Flyover Vancouver” means Flyover Vancouver, Inc., an Alberta corporation.
“Fraud” means, with respect to any party hereto, an actual and intentional fraud in the making of any representation or warranty expressly set forth in Article III (in the case of Sellers), or any representation or warranty expressly set forth in Article IV (in the case of Buyer). For the avoidance of doubt, the definition of “Fraud” in this Agreement is limited to actual and intentional fraud and does not include constructive fraud or other claims based on constructive knowledge or negligent misrepresentation, equitable fraud, unjust enrichment or any other fraud-based claim or theory that is other than actual and intentional fraud.
“GAAP” means United States generally accepted accounting principles as of the Balance Sheet Date, consistently applied by the Group Companies.
“Governmental Authority” means any federal, state, provincial, territorial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal or arbitral body.
“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination, ruling or award, in each case, entered by or with any Governmental Authority.
“Group Companies” means, collectively, the US Group Companies, Flyover Vancouver and Flyover Iceland.
“Group Company Guarantees” means all guarantees, letters of credit, bonds, sureties and other credit support or assurances provided by any Retained Company in support of any obligation of the Business, including those obligations listed in Section 1.01(a) of the Disclosure Schedule.
“Group Company Interests” means, with respect to each Group Company, the issued and outstanding shares of capital stock of or other equity interests in the Group Companies, as applicable, in each case as described in Section 3.06(b).
“Group Company Plan” means any Benefit Plan that is sponsored or maintained by a Group Company.
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“Hazardous Substances” means any pollutant, contaminant, chemical, waste and any other toxic, infectious, carcinogenic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances or materials (whether solids, liquids or gases) subject to regulation, control or remediation under any Environmental Law based upon its toxic, hazardous or deleterious characteristics, including petroleum, its derivatives, by-products and other hydrocarbons, urea formaldehyde, lead-based paint, PCBs, silica and asbestos.
“Iceland Group Companies” means, collectively, the Iceland Target and Flyover Iceland.
“Iceland Target” means Esja Attractions, ehf., an Icelandic private limited company.
“Incentive Agreements” means that certain (a) Transaction Incentive Bonus Agreement, dated February 6, 2025, by and between Parent and Lisa Adams and (b) Transaction Incentive Bonus Agreement, dated May 12, 2025, by and between Parent and Sean Black.
“Income Tax” means any Tax that is, in whole or in part, based on or measured by net income (however denominated) or profit.
“Indebtedness” means, without duplication, as calculated in accordance with the Accounting Principles and subject to the final sentence of this definition, (a) all obligations of the Group Companies for borrowed money, (b) all obligations of the Group Companies evidenced by notes, bonds (other than surety bonds), debentures or other similar instruments, (c) all reimbursement or repayment obligations of the Group Companies under letters of credit and surety bonds solely to the extent such letters of credit have been drawn or claims have been made under such surety bonds, (d) all obligations of the Group Companies under capitalized finance leases to the extent any such lease is accrued as indebtedness in accordance with the Accounting Principles, (e) all obligations of the Group Companies for guarantees of another Person in respect of any items set forth in clauses (a) through (d) (other than guarantees that constitute Permitted Liens), (f) all accrued interest, fees and expenses resulting from any of the items set forth in clauses (a) through (e), and (g) the Pre-Closing Income Tax Liability. For the avoidance of doubt, (x) any Liability of the Group Companies included in the calculation of Net Working Capital or Unpaid Transaction Expenses or (y) any intercompany balances solely between the Group Companies, in either case, shall not be included in the calculation of Indebtedness for any purpose hereunder.
“Information Privacy and Security Laws” means all applicable Laws concerning the collection, use, disclosure, privacy, security, or protection of Personal Information and data breach notification Laws.
“Intellectual Property Rights” means all intellectual property rights in any and all jurisdictions throughout the world, including all: (a) Patents; (b) Trademarks; (c) trade secrets and other intellectual property rights in confidential information, data, know-how, methods and processes; (d) copyrights, designs, industrial designs, mask works and database rights, whether or not registered, and registrations and applications for registration thereof; and (e) Internet domain names.
“IT Assets” means all of the information technology assets and resources used in the conduct of the Business, whether owned, leased, licensed, subscribed to or maintained by the Group Companies, including (a) all hardware, firmware, equipment, workstations, routers, hubs,
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switches, circuits, servers and other network or telecommunications devices; (b) all software, applications, platforms, databases, websites (including associated domain names, hosting arrangements, code and content), and related documentation; (c) all computer systems, networks, and cloud-based or hosted services; and (d) all associated tools, credentials, access rights, and other information technology equipment and systems.
“knowledge of Buyer”, “Buyer’s knowledge” or any other similar knowledge qualification in this Agreement means to the actual knowledge of the Persons set forth in Section 1.01(b) of the Disclosure Schedule.
“knowledge of Sellers”, “Sellers’ knowledge” or any other similar knowledge qualification in this Agreement means to the actual knowledge of the Persons set forth in Section 1.01(c) of the Disclosure Schedule.
“Law” means, with respect to any Person, any statute, law, bylaw, ordinance, rule, regulation, or Governmental Order, in each case, of any Governmental Authority that is binding upon or applicable to such Person, in each case to the extent having the force of law.
“Leased Real Property” means the real property leased or subleased by any Group Company as tenant or subtenant described in Section 3.12(b) of the Disclosure Schedule.
“Leases” means any leases and subleases pursuant to which any Group Company has a leasehold or subleasehold interest in the material Leased Real Property.
“Liability” means any liability, cost, expense or debt of any kind, character or description, and whether known or unknown, choate or inchoate, liquidated or unliquidated, accrued, absolute, contingent or otherwise, and regardless of when asserted or by whom.
“Lien” means, with respect to any property, equity interest or other asset, any mortgage, deed of trust, lien, encumbrance, hypothecation, lease, sublease, occupancy agreement, pledge, security interest, right of way, easement, encroachment, option or conditional sale agreement, in each case, in respect of such property, equity interest or other asset.
“Material Adverse Effect” means a material adverse effect on the results of operations or financial condition of the Group Companies, taken as a whole; provided, however, that in no event will any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or will be, a “Material Adverse Effect”: (a) actual or proposed changes in Law or other legal or regulatory conditions or changes in financial accounting standards or, in each case, any interpretation thereof; (b) general economic, political or business conditions or changes therein (including commencement, continuation or escalation of war, armed hostilities or national or international calamity); (c) financial and capital markets conditions (or changes to such conditions), including interest rates and currency exchange rates or any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world; (d) seasonal fluctuations; (e) any trend or change generally affecting any of the industries in which the Group Companies operate; (f) the entry into or announcement of this Agreement (including the fact that the prospective owner of the Group Companies is Buyer or any Affiliate of Buyer), the pendency or
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consummation of the transactions contemplated hereby or the performance of this Agreement or any other Transaction Document, including any adverse change in customer, supplier, governmental, landlord, or similar relationships resulting therefrom or with respect thereto (including the termination of any Contracts with such counterparties); (g) the compliance with the terms of this Agreement or any other Transaction Document or the taking of any action (or the omission of any action) required or contemplated by this Agreement or any other Transaction Document or taken (or omitted to be taken) with the written consent of Buyer or otherwise as requested or approved by Buyer or its Affiliates; (h) weather conditions, global health conditions (including any epidemic, pandemic or disease outbreak) or other force majeure events, any act of God or natural disaster, including any material worsening of such conditions or any commercially reasonable responses thereto; (i) any acts of terrorism or changes in geopolitical conditions; (j) any failure of the Group Companies to meet any projections, business plans or forecasts (provided that, this clause (j) shall not prevent a determination that any change or effect underlying such failure to meet projections, business plans or forecasts has resulted in a Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Material Adverse Effect)); (k) any Liability of the Retained Businesses; (l) any matter of which Buyer is aware on the date of this Agreement or to which Buyer has consented or hereafter consents in writing; (m) any departure or termination of any Service Provider; or (n) any proceedings made or brought by any of the current or former equity holder of any Seller (directly on their own behalf or derivatively in the right of or otherwise on behalf of such Seller) against such Seller; provided, further, that in the case of the foregoing clauses (b), (c), (e), (h) and (i), except to the extent that such matters materially and disproportionately impact the Group Companies relative to other similarly situated Persons in the industries in which the Group Companies operate, then the incremental disproportionate impact or impacts, and solely such incremental disproportionate impact or impacts, may be taken into account (and only to the extent thereof) in determining whether a Material Adverse Effect has occurred.
“Net Working Capital” means, as calculated in accordance with the Accounting Principles, the Group Companies’ consolidated current assets calculated with only the line items set forth in the Sample Closing Statement minus the Group Companies’ consolidated current liabilities set forth in the Sample Closing Statement. For the avoidance of doubt, any (a) Cash and Cash Equivalents, (b) Income Tax or deferred Tax asset or liability or (c) Liability of the Group Companies included in the calculation of Indebtedness or Unpaid Transaction Expenses, in either case, shall not be included in the calculation of Net Working Capital for any purpose hereunder.
“Net Working Capital Adjustment Amount,” which may be positive or negative, means the Closing Date Net Working Capital minus the Target Closing Net Working Capital.
“Organizational Documents” means any charter, certificate of incorporation, certificate of formation, certificate of amendment, certificate of amalgamation, articles of incorporation, articles of amendment, articles of association, articles of amalgamation, memorandum of association, bylaws, operating agreement, unanimous shareholders agreement, partnership agreement or similar formation or governing documents and instruments.
“Owned Real Property” means the real property owned by any Group Company, as described in Section 3.12(a) of the Disclosure Schedule.
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“Patents” means patents, utility models, and other statutory invention registrations and applications for any of the foregoing.
“Permitted Liens” means (a) Liens for Taxes, assessments or other governmental charges, in each case, not yet delinquent or the amount or validity of which is being contested in good faith by (if then appropriate) appropriate proceedings, (b) mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the ordinary course of business or such Liens which have been filed of record but which have been bonded over or otherwise insured against, (c) municipal bylaws, restrictions or regulations, and zoning, building, entitlement and other land use and environmental regulations promulgated by any Governmental Authority, (d) Liens of public record to the extent not terminated in connection with Section 2.05(c), (e) covenants, conditions, restrictions, matters of record, easements, reservations, encroachments, rights of way, encumbrances, defects, imperfections, irregularities of title or other similar matters or similar Liens, if any, that would not reasonably be expected to materially impair the current use or occupancy of any Real Property subject thereto, (f) with respect to any Leased Real Property, (i) any Lien to which the underlying interest in such Leased Real Property is subject, including, without limitation, the interests and rights of the respective lessors with respect thereto and (ii) any Lien pursuant to or permitted under the applicable Lease and any ancillary documents thereto, (g) covenants, conditions, restrictions, matters of record, easements, reservations, encroachments, rights of way, encumbrances, defects, imperfections, irregularities of title or other Liens that would be apparent upon physical inspection of the Real Property or review of an accurate survey covering the Real Property, or that are otherwise disclosed in any real property files that have been made available to Buyer, (h) Liens created by Buyer or its successors and assigns, (i) Liens disclosed in the Financial Statements or the Disclosure Schedule, including those listed in Section 1.01(d) of the Disclosure Schedule, (j) Liens (other than monetary liens) incurred in the ordinary course of business since the Balance Sheet Date, (k) non-exclusive licenses to Intellectual Property Rights granted in the ordinary course of business, (l) Liens securing Indebtedness outstanding under the Credit Facility (to the extent such Liens relating to the Purchased Interests and the Group Companies’ assets are released as of the Closing or are required to be released upon consummation of the transactions contemplated hereby under the terms thereof), (m) statutory or contractual Liens of lessors or Liens on the lessor’s or prior lessor’s interest, (n) purchase money Liens and Liens securing obligations under capital leases and (o) statutory Liens for obligations not yet delinquent or the amount or validity of which is being contested in good faith by (if then appropriate) appropriate proceedings.
“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind.
“Personal Information” means any information that is regulated or protected by one or more Information Privacy and Security Laws.
“Pre-Closing Reorganization” means the reorganization transaction(s) pursuant to which all employees, assets, rights and obligations related to the Business were transferred or assigned by Canada Seller to Flyover Vancouver in accordance with the documentation provided to Buyer prior to the date hereof.
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“Pre-Closing Income Tax Liability” means the sum of the aggregate amounts (which may not be less than zero with respect to each type of Income Tax and jurisdiction) of unpaid Income Taxes (other than Combined Taxes) of the Group Companies beginning on or after January 1, 2025, solely in respect of those jurisdictions in which the Group Companies are currently filing Tax Returns with respect to Income Taxes or jurisdictions in which the Group Companies first began doing business on or after January 1, 2025, determined (i) without regard to deferred Tax balances or any accruals or reserves established or required to be established under GAAP methodologies for contingent Income Taxes or with respect to uncertain Tax positions; (ii) in accordance with the accounting methodology and the past practices (including reporting positions, elections and accounting methods) of the Group Companies in preparing Tax Returns with respect to Income Taxes to the extent such methodologies and past practices are permitted under applicable Law; (iii) on a “closing of the books” basis in accordance with Section 6.01(c); and (iv) reducing Pre-Closing Income Tax Liability (but not below zero) by any estimated Income Tax payments for, and overpayments of Income Taxes, in each case to the extent such payments or overpayments are actually available under applicable Law to reduce amounts that would otherwise constitute unpaid Income Taxes in such jurisdiction with respect to Pre-Closing Tax Periods.
“Pre-Closing Tax Period” means, for Canadian Tax purposes, any Tax period (or portion thereof) beginning before and ending prior to the date hereof and, for other Tax purposes, any Tax period (or portion thereof) ending prior to or on the date hereof.
“R&W Insurance Policy” means the representation and warranty insurance policy issued to Buyer with respect to this Agreement in the form delivered to Sellers prior to the execution of this Agreement.
“Real Property” means the Leased Real Property together with the Owned Real Property.
“Representative” means, with respect to any Person, such Person’s directors, officers, employees, counsel, accountants, consultants (including any investment banker or financial advisor), agents, lenders and other authorized representatives.
“Retained Businesses” means the businesses now, previously or hereafter conducted by Parent and its Subsidiaries, in each case, other than the Business.
“Retained Companies” means Parent and all of the direct and indirect Subsidiaries of Parent, other than the Group Companies.
“Sample Closing Statement” means the sample calculation of (a) Net Working Capital, (b) Indebtedness, (c) Cash and Cash Equivalents and (d) Unpaid Transaction Expenses of the Group Companies as of October 31, 2025 attached hereto as Exhibit B.
“SEC” means the United States Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Seller Benefit Plan” means each Benefit Plan sponsored or maintained by Parent or its Subsidiaries, other than a Group Company.
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“Service Provider” means any officer, director, individual independent contractor or consultant of any Group Company or Business Employee.
“Shared Contract” means any Contract to which Parent or any of its Subsidiaries (including the other Sellers and the Group Companies) is a party with any non-Affiliated third party and which benefits both the Business and any Retained Business.
“Straddle Tax Period” means, for Canadian Tax purposes, any Tax period which includes, but does not begin or end on, the date hereof and, for other Tax purposes, any Tax period which includes, but does not end on, the date hereof.
“Subsidiary” means, with respect to any Person, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its respective Subsidiaries.
“Supply Contract” means a Contract pursuant to which any Group Company licenses or otherwise receives products and services to customers of the Business.
“Target Closing Net Working Capital” means $[1,945,275]. For the avoidance of doubt, this represents a negative number.
“Tax” means all federal, state, provincial, territorial or local taxes (including income, profits, windfall profits, franchise, alternative minimum, add-on minimum, gross receipts, sales, use, customs duties, value added, goods and services, harmonized, ad valorem, transfer, real property, personal property, stamp, capital stock, excise, premium, social security, payroll, occupation, employment, unemployment, severance, disability, registration, license, withholding, environmental, carbon and estimated tax), and any interest, penalty, or addition with respect thereto imposed by any Governmental Authority responsible for the imposition of any such tax (a “Taxing Authority”).
“Tax Return” means any report, return, document, declaration, election or other information or filing required to be made, filed or supplied to any Taxing Authority with respect to Taxes, including information returns and any documents with respect to or accompanying payments of estimated Taxes, or with respect to or accompanying requests for the extension of time in which to file any such report, return, document, declaration or other information.
“Trademarks” means all trademarks, service marks, certification marks, logos, trade dress, trade names, product names, brand names, slogans, tag lines, social media accounts, domain names and other indicia of origin, and all registrations and applications to register the foregoing.
“Transaction Documents” means this Agreement, the Transition Services Agreement, the Escrow Agreement and any other agreements or instruments executed pursuant hereto.
“Transition Services Agreement” means that transition services agreement by and between Buyer and Seller to be entered into the form attached hereto as Exhibit G.
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“Unpaid Transaction Expenses” means, solely to the extent incurred prior to the Closing and not paid prior to the Closing and without duplication, (i) all fees, expenses and costs payable by the Group Companies in connection with the transactions contemplated by this Agreement to financial advisors, accountants, legal advisors and other third party advisors and (ii) all transaction bonuses, retention payments or change in control payments that become due as a result of the transactions contemplated hereunder and are payable by any Group Company to any of Service Provider as of the consummation of the Closing (but excluding any payments pursuant to “double-trigger” arrangements resulting in payments and/or benefits provided upon a termination of service on or following the consummation of the Closing, and further excluding any amounts payable pursuant to the Incentive Agreements), and the employer portion of any employment Taxes incurred by a Group Company in connection with the payment of any such amounts; provided that, for the avoidance of doubt, Unpaid Transaction Expenses shall not include any amount included in Indebtedness or Net Working Capital. Unpaid Transaction Expenses will include $100,000 in respect of a payment for fees, expenses and costs related to the premium for the R&W Insurance Policy.
“US Group Companies” means, collectively, US Target and Flyover Las Vegas LLC, a Delaware limited liability company.
“US Target” means Flyover Attractions, Inc., a Delaware corporation.
Cross References. Each of the following terms is defined in the Section set forth opposite such term:
| Term | Section |
|---|---|
| Accountant | 2.05(c) |
| Agreement | Preamble |
| Benefits Continuation Period | 7.01 |
| Business | Recitals |
| Buyer | Preamble |
| Buyer Business Asset | 5.05(a) |
| Buyer Releasees | 5.16(a) |
| Buyer Releasing Parties | 5.14(a) |
| Buyer Termination Fee | 9.03(b) |
| Canada Deliverables | 2.04(c)(vii) |
| Canada Interests | Recitals |
| Canada Seller | Preamble |
| Closing | 2.04(a) |
| Closing Allocation | 2.03(d) |
| Closing Balance Sheet | 2.05(b) |
| Closing Date Cash | 2.05(b) |
| Closing Date Indebtedness | 2.05(b) |
| Closing Statement | 2.05(b) |
| Competitive Activity | 5.15(c) |
| Designated Person | 10.15(b) |
| Determination Date | 2.05(c) |
| Escrow Agent | 2.03(e) |
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| Term | Section |
|---|---|
| Escrow Agreement | 2.03(e) |
| Escrow Amount | 2.03(e) |
| Estimated Closing Date Cash | 2.05(a) |
| Estimated Closing Date Indebtedness | 2.05(a) |
| Estimated Closing Date Net Working Capital | 2.05(a) |
| Estimated Purchase Price | 2.05(a) |
| Financial Statements | 3.06(a) |
| Guaranteed Obligations | 10.17 |
| Guarantor | Preamble |
| Iceland Deliverables | 2.04(c)(viii) |
| Iceland Interests | Recitals |
| Indemnified Parties | 5.14(a) |
| Information | 10.15(a) |
| Insurance Policy | 3.20 |
| Material Contract | 3.09(a) |
| Mirrored Shared Contracts | 5.04(a) |
| Mirrored Shared Contractual Liabilities | 5.04(c) |
| Non-Assignable Assets | 2.02(a) |
| Parent | Preamble |
| Parent SEC Documents | Article III |
| Party or Parties | Preamble |
| Permits | 3.15 |
| Post-Condition Period | 2.04(a) |
| Prior Business Counsel | 10.15(b) |
| Privileged Information | 10.15(a) |
| Privileges | 10.15(a) |
| Purchase Price | 2.03(a) |
| Purchased Interests | Recitals |
| R&W Insurer | 5.08(a) |
| Requisite Governmental Approvals | 4.03 |
| Retained Assets | 2.02(a) |
| Retained Business Asset | 5.05(a) |
| Seller Authorization | 3.02 |
| Seller Releasees | 5.17(a) |
| Seller Releasing Parties | 5.16(a) |
| Sellers | Preamble |
| Tax Claim | 6.02 |
| Termination Date | 9.01(b) |
| Transfer Taxes | 6.01(b) |
| Transferred Assets | 2.02(a) |
| Transition Services Period | 2.04(a) |
| US Deliverables | 2.04(c)(vi) |
| US Interests | Recitals |
| US Seller | Preamble |
| Yesco | Exhibit C, 3 |
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| Term | Section |
|---|---|
| Yesco Finance Lease Agreement | Exhibit C, 3 |
Section 1.02 Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral gender and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. The word “or” shall be disjunctive but not exclusive. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to any Law shall be deemed to refer to such Law as amended from time to time, except as otherwise specified herein, and to any rules or regulations promulgated thereunder. All references to any time herein shall refer to Eastern Time. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. When calculating the period of time before which, within which or following which any act is to be done or step to be taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day. The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles. Any document or item shall be deemed “delivered,” “provided” or “made available” to Buyer within the meaning of this Agreement if such document or item is (a) included in the “Project Bullet Train” electronic data room hosted by Datasite, (b) actually delivered or provided to Buyer or any of its Representatives (including by email) or (c) made available upon request.
Article II
Purchase and Sale
Section 2.01 Purchase and Sale of the Purchased Interests.
a. Upon the terms and subject to the conditions of this Agreement, each Seller agrees to sell to Buyer (or any of its Affiliate designees), and Buyer (or any of its Affiliate designees) agrees to purchase from Sellers, all of the Purchased Interests at the Closing, free and
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clear of all Liens other than restrictions on transfer arising under applicable securities Laws or pursuant to applicable Organizational Documents.
Section 2.02 Non-Assignable Assets.
a. With respect to any asset held by a Group Company that is not primarily related to the Business (a “Retained Asset”) or any asset held by a Retained Company but primarily related to the Business (a “Transferred Asset”) (or, in either case, any right thereunder) where the attempted assignment of such Retained Asset or Transferred Asset, without the consent of, or other action by, any third party or Governmental Authority, would constitute a breach thereunder or would adversely affect in any material respect the rights of any Retained Company or any Group Company, as applicable, thereunder (such assets, collectively, the “Non-Assignable Assets”, a list of which is set forth under Section 2.02 of the Disclosure Schedule), each Party agrees that, notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Non-Assignable Assets. Sellers and Buyer shall use, and shall (x) cause their respective Subsidiaries to use, their commercially reasonable efforts for three (3) months after the date hereof to obtain all applicable consents required in order to transfer any Retained Asset to a Retained Company designated by Parent and to transfer any Transferred Asset to either of a Group Company or its Affiliate, as designated by Buyer, and (y) take such other actions as are reasonably requested by Sellers or Buyer (as applicable) in order to obtain such consents. Once a consent described in this Section 2.02(a) is obtained from, or such other action described in this Section 2.02(a) is taken by, such third party or Governmental Authority, the applicable Non-Assignable Assets shall be deemed to have been automatically assigned and transferred to (x) a Retained Company designated by Parent in the case of Retained Assets or (y) either of a Group Company or its Affiliate, as designated by Buyer, in the case of the Transferred Assets, in each case, on the terms set forth in this Agreement, as of immediately prior to the Closing, for no additional consideration.
b. For the avoidance of doubt, it is acknowledged and agreed that (i) Buyer will purchase all of the Purchased Interests, and (ii) the assets (including any Permitted Liens thereon) and Liabilities of the Group Companies (excluding the Retained Assets and any Liabilities thereon) will remain the assets and Liabilities of the Group Companies, respectively and (iii) all Business Employees who are employed by the Group Companies at the close of business on the day immediately prior to the Closing will remain employees of the Group Companies at and immediately after the Closing.
Section 2.03 Purchase Price; Allocation of Purchase Price; Withholding; Escrow Amount.
a. The “Purchase Price” for the Purchased Interests shall, subject to the adjustments set forth in Section 2.05, be an amount in cash equal to (i) $78,400,000, plus (ii) the Net Working Capital Adjustment Amount, minus (iii) the Closing Date Indebtedness, plus (iv) the Closing Date Cash, minus (v) the Unpaid Transaction Expenses.
b. For purpose of accounting, tax reporting, and payment, the Purchase Price shall be allocated among the Purchased Interests as follows:
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(i) $14,256,210 shall be allocated to the interests of Esja Attractions, ehf. and paid to Pursuit Attractions and Hospitality, Inc.
(ii) $32,121,000 shall be allocated to the interests of FlyOver Vancouver, Inc. and paid to Brewster, Inc.
(iii) $31,638,790 shall be allocated to the interests of FlyOver Attractions Inc. and paid to Pursuit Investment Holdings, Inc.
c. Buyer shall be entitled to deduct and withhold from the Purchase Price such amounts as it is required to deduct and withhold for tax purposes under applicable Tax Law. If Buyer determines that any deduction or withholding is required in respect of a payment pursuant to this Agreement, Buyer shall provide written notice to Parent and the Person in respect of which such deduction or withholding is to be made no less than fifteen (15) days prior to the date on which such deduction or withholding is to be made with a written explanation substantiating the requirement to deduct or withhold, and the Parties shall use reasonable best efforts to cooperate to mitigate any such requirement to the maximum extent permitted by Law. Buyer shall promptly remit all deducted or withheld amounts to the applicable Governmental Authority in accordance with applicable Law and shall promptly provide Parent with a receipt issued by the Governmental Authority or other reasonable evidence of such remittance. Any amounts deducted, withheld and remitted consistent with the terms of this Section 2.03(c) shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.
d. At Closing, Parent shall deliver a schedule allocating the Purchase Price among the Purchased Interests (the “Closing Allocation”). Parent shall adjust the Closing Allocation in good faith to take into account the final determination of the calculation of the Purchase Price in accordance with Section 2.05. The Parties shall not take any position inconsistent with the Closing Allocation (and any adjustments thereto) in the filing of any Tax Returns or in the course of any audit by any Governmental Authority, Tax review, Tax proceeding or Tax Claim relating to any Tax Returns.
e. Guarantor shall deposit ten million dollars ($10,000,000) (the “Escrow Amount”) into an escrow account created by Parent with Western Alliance (the “Escrow Agent”) to be held in escrow pursuant to the terms of that certain Escrow Agreement, entered into on the date hereof, by and between Parent, Buyer, Guarantor and Escrow Agent (the “Escrow Agreement”), and this Agreement, as applicable. The Escrow Amount shall be deposited in accordance with the following timeline:
(i) Within three (3) days of execution of this Agreement, four million nine hundred thousand dollars ($4,900,000); and
(ii) Within fourteen (14) days of execution of this Agreement, five million one hundred thousand dollars ($5,100,000).
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Section 2.04 Closing; Transitional Services Period.
a. Subject to the terms and conditions of this Agreement, the closing (the “Closing”) of the purchase and sale of the Purchased Interests hereunder shall take place remotely by the electronic exchange of signature pages for executed documents on the date that is 10 Business Days after all of the conditions set forth in Section 8.01 (the “Post-Condition Period”) of this Agreement have been satisfied or waived in writing by the Party entitled to the benefit thereof. Unless otherwise explicitly specified, all transactions taking place at the Closing shall be deemed to occur simultaneously. For the period commencing upon the Closing up to and including the date that is four (4) months thereafter (the “Transition Services Period”), unless otherwise extended pursuant to the Transition Services Agreement, Parent shall provide to Buyer transition services pursuant to the terms of the Transition Services Agreement.
b. At the Closing, Buyer shall pay to Parent the Purchase Price in immediately available funds by wire transfer to an account or accounts designated by Parent in consideration for the sale of the Purchased Interests.
c. The following deliveries shall be made prior to or at the Closing:
(i) Sellers and Buyer shall deliver to each other duly executed counterparts to each of the Transaction Documents (other than this Agreement) to which they are party;
(ii) the applicable Seller or Group Company shall deliver to Buyer duly executed instruments of transfer, registers or transcripts evidencing the sale, conveyance, transfer and assignment of the Group Company Interests in accordance with Section 2.01, in each case in the form attached hereto as Exhibit H or Exhibit I;
(iii) Each respective Seller shall deliver to Buyer each duly executed Seller Authorization in the form attached hereto as Exhibit F;
(iv) Sellers shall deliver to Buyer any duly executed stock or share certificate(s), representing all of the issued and outstanding equity interests of the respective Group Companies for which stock or share certificates currently exist, free and clear of any Lien;
(v) Parent, US Seller or Canada Seller, as appliable, shall deliver a customary lien release with respect to Parent’s credit agreement with Bank of America, N.A., as agent, with respect to the Purchased Interests, together with UCC-3 termination statements, PPSA discharges and intellectual property security interest releases in the United States and Canada and recordation with the USPTO of a release or termination of any recorded security interests;
(vi) Parent and US Seller shall deliver, or cause to be delivered, to Buyer all deliveries relating to the US Target set forth under Exhibit C to this Agreement (the “US Deliverables”);
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(vii) Parent and Canada Seller shall deliver, or cause to be delivered, to Buyer all deliveries relating to Flyover Vancouver set forth under Exhibit D to this Agreement (the “Canada Deliverables”);
(viii) Parent shall deliver, or cause to be delivered, to Buyer all deliveries relating to the Iceland Target set forth under Exhibit E to this Agreement (the “Iceland Deliverables”);
(ix) All other documents and items required by this Agreement, to be delivered, or caused to be delivered by the Seller, as applicable, at or before Closing; and
(x) Parent and US Seller shall each deliver a duly executed IRS Form W-9 to Buyer.
d. Subject to and immediately following the Closing, Parent, Buyer and Guarantor shall direct the Escrow Agent to release the Escrow Amount to Guarantor, to be delivered pursuant to the terms of the Escrow Agreement.
Section 2.05 Purchase Price Adjustment.
a. Section 2.05(a) of the Disclosure Schedule sets forth (i) Parent’s good faith estimate of (A) the Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the resulting Net Working Capital Adjustment Amount, (B) the aggregate amount of all Indebtedness as of the Adjustment Time (the “Estimated Closing Date Indebtedness”), (C) the Cash and Cash Equivalents of the Group Companies as of the Adjustment Time (the “Estimated Closing Date Cash”), and (D) the Unpaid Transaction Expenses and (ii) Parent’s resulting calculation of the estimated Purchase Price (the “Estimated Purchase Price”).
b. As soon as reasonably practicable following the date hereof, and in any event within ninety (90) days of the Closing Date, Buyer shall prepare and deliver to Parent (i) an unaudited combined balance sheet of the Group Companies as of the Adjustment Time (the “Closing Balance Sheet”), and (ii) a written statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of (A) the Closing Date Net Working Capital and the resulting Net Working Capital Adjustment Amount, (B) the aggregate amount of Indebtedness set forth in the Closing Balance Sheet (the “Closing Date Indebtedness”), (C) Cash and Cash Equivalents of the Group Companies set forth in the Closing Balance Sheet (the “Closing Date Cash”), and (D) the Unpaid Transaction Expenses, and (E) the resulting Purchase Price, in each case, determined without giving effect to (x) the consummation of the transactions contemplated by this Agreement to occur at Closing (including any adjustments as a result of the application of purchase accounting), (y) any financing transactions in connection therewith or by Buyer or its Subsidiaries (including each of the Group Companies) after the Closing or (z) any action or omission by Buyer or any of its Subsidiaries (including each of the Group Companies) with respect to the Business or the Group Companies. Except as otherwise provided herein, the Closing Balance Sheet and the Closing Statement shall be prepared in accordance with the Accounting Principles and in a manner consistent with the Sample Closing Statement. Nothing in this Section 2.05(b) is intended to be used to adjust for errors, omissions or inconsistencies that may be found with respect to the Financial Statements or the Balance Sheet, or any actual or alleged failure of the Financial
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Statements or the Balance Sheet to be prepared in accordance with the Accounting Principles or in good faith. Following the Closing, Buyer shall provide to Parent and its Representatives access to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested by) auditors of Buyer relating to the preparation of the Closing Balance Sheet and the Closing Statement and shall cause the personnel of Buyer and its Subsidiaries to cooperate with Parent and its Representatives in connection with their review of the Closing Balance Sheet and the Closing Statement.
c. If Parent disagrees with the calculation of the Purchase Price set forth in the Closing Statement (or any portion of the calculation thereof), it shall notify Buyer of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement, within sixty (60) Business Days after its receipt of the Closing Statement. In the event that Parent does not provide such a notice of disagreement within such sixty (60)-Business Day period, Parent shall be deemed to have accepted the Closing Statement and the calculation of the Purchase Price set forth therein, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, Buyer and Parent shall use commercially reasonable efforts for a period of ten (10) Business Days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the Closing Statement. If, at the end of such period, they are unable to resolve such disagreements, then PricewaterhouseCoopers LLP (or such other independent accounting or financial consulting firm of recognized national standing as may be mutually selected by Buyer and Parent) (the “Accountant”) shall resolve any remaining disagreements. The Accountant shall determine as promptly as practicable, but in any event within thirty (30) Business Days of the date on which such dispute is referred to the Accountant, whether the line items for which disagreements exists between Buyer and Parent on the Closing Balance Sheet and the Closing Statement were prepared in accordance with the standards set forth in Section 2.05(b) and whether and to what extent (if any) such line items and the calculation of the Purchase Price set forth in the Closing Statement requires adjustment. Buyer and Parent shall instruct the Accountant not to, the Accountant shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Parent, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item assigned by Parent, on the one hand, or Buyer, on the other hand, in the Closing Statement or any notice of disagreement contemplated by this Section 2.05(c). The fees and expenses of the Accountant shall be paid one-half by Buyer (or its Subsidiaries) and one-half by Parent (or the Retained Companies) on behalf of the applicable Seller(s). The determination of the Accountant shall be final, binding and conclusive on the Parties (absent Fraud or manifest error). The date on which the calculation of the Purchase Price is finally determined in accordance with this Section 2.05(c) is hereinafter referred to as the “Determination Date.”
d. If the Purchase Price, as finally determined pursuant to Section 2.05(c), exceeds the Estimated Purchase Price, Buyer shall pay to Parent (or one or more Retained Companies designated by Parent) for distribution to the applicable Seller(s), within ten (10) days of the Determination Date, an amount in cash equal to such excess in immediately available funds by wire transfer to an account or accounts designated by Parent, by written notice to Buyer. If the Purchase Price, as finally determined pursuant to Section 2.05(c), is less than the Estimated Purchase Price, Parent shall pay, or shall cause to be paid, on behalf of the applicable Seller(s) to Buyer, within ten (10) days of the Determination Date, an amount in cash equal to such difference in immediately available funds by wire transfer to an account or accounts designated by Buyer, by
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written notice to Parent. For U.S. federal income and other applicable Tax purposes, to the extent permitted by applicable Law, any payment pursuant to this Section 2.05 shall be treated as an adjustment to the Purchase Price (and allocated between the Purchased Interests as determined by Parent).
Article III
Representations and Warranties of Sellers
Except (a) as set forth in the Disclosure Schedule (but subject to Section 10.13) and (b) as otherwise disclosed or identified in all reports, schedules, forms, statements, registration statements, prospectuses and other documents filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act (the “Parent SEC Documents”) (excluding any disclosure under the heading “Cautionary Note Regarding Forward-Looking Statements” but, for the purpose of clarification, including and giving effect to any factual or historical statements included in any such statements), Sellers represent and warrant to Buyer as of the date of this Agreement that:
Section 3.01 Existence and Power. Each Seller is duly organized, validly existing and (to the extent applicable) in good standing (or local equivalent) under the Laws of its jurisdiction of organization, formation, incorporation or amalgamation, as applicable, and has all requisite corporate powers required to carry on its business as now conducted, except where the failure to have such power would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Seller is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, interfere with, prevent or materially delay the ability of such Seller to enter into and perform its obligations under the Transaction Documents to which it is a party or consummate the transactions contemplated hereby or thereby.
Section 3.02 Authorization. The execution, delivery and performance by each Seller of the Transaction Documents, in each case, to which such Seller is a party and the consummation of the transactions contemplated thereby are within such Seller’s organizational powers and have been (or will be prior to execution) duly authorized by all necessary organizational action on the part of such Seller (each a “Seller Authorization” and, collectively, the “Seller Authorizations”). Each Transaction Document has been duly and validly executed and delivered by each Seller party thereto and (assuming the due and valid execution and delivery of such Transaction Document by each other party thereto) constitutes a legal, valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity.
Section 3.03 Governmental Authorization. Assuming the accuracy and completeness of the representations and warranties of Buyer contained in this Agreement, no consent, approval or authorization of, or declaration or filing with, any Governmental Authority is required on the part of any Seller or the Group Companies with respect to any Seller’s execution or delivery of the Transaction Documents or the consummation of the transactions contemplated thereby, except for (a) applicable requirements of the Exchange Act and (b) any consents, approvals, authorizations,
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declarations or filings, the absence of which would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Section 3.04 Noncontravention. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 3.04 of the Disclosure Schedule, and except as may result from any facts or circumstances relating solely to Buyer, the execution and delivery by each Seller of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby do not and to the knowledge of the Sellers will not, as of the Closing, (a) violate any applicable Law to which any Seller or any Group Company is subject or by which any property or asset of the Group Companies is bound, (b) violate any provision of, or result in a breach of, the Organizational Documents of any Seller or any Group Company, (c) violate any provision of, or result in a breach of, or require a consent under, any Contract, or terminate or result in the termination of any such Contract, or result in the creation of any Lien (other than a Permitted Lien) under any such Contract or upon any of the properties or assets of the Group Companies, or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien or (d) result in a violation or revocation of any Permit, except to the extent that the occurrence of any of the foregoing items set forth in clauses (a), (c) or (d) would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Section 3.05 Group Companies.
a. Each of the Group Companies is duly organized, validly existing and (to the extent applicable) in good standing (or local equivalent) under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, is extra-provincially registered in and is in good standing with respect to the filing of annual reports in the Province of British Columbia, and has all corporate or similar powers required to carry on its business as now conducted, except where the failure to have such power would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Group Companies is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets, rights or properties or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, be material to the Group Companies, taken as a whole, or the Business. Each of the Group Companies is able to satisfy its debts as they come due. Sellers have made available to Buyer correct and complete copies of the Organizational Documents (including all amendments, modifications and other changes thereto) of each of the Group Companies as in effect on the date of this Agreement.
b. All of the issued and outstanding Group Company Interests of the Group Companies have been duly authorized and validly issued in accordance with their respective Organizational Documents and applicable Law, and are fully paid and nonassessable.
c. (i) Sellers collectively own, beneficially, legally and of record, the Group Company Interests free and clear of all Liens, other than Permitted Liens, (ii) none of the Group Company Interests have been issued in violation of, or are subject to, any preemptive or subscription rights and (iii) there is no existing option, warrant, call, right or agreement to which Parent or any of its Subsidiaries (including the other Sellers and the Group Companies) is a party
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that requires, and there are no securities of any Group Companies outstanding that upon conversion or exchange would require, the issuance of any capital stock or other equity interest of any Group Company, as applicable, or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase any capital stock or other equity interest of any Group Company. Neither Parent nor any of its Subsidiaries (including the other Sellers and the Group Companies) is a party to any voting trust or other agreement with respect to the voting, redemption, sale, transfer or other disposition of any Group Company Interests.
d. Except for Flyover Las Vegas LLC (which is wholly owned by the US Target), none of the US Group Companies have any other Subsidiaries or own any equity interests in any other Person, and Flyover Vancouver does not have any Subsidiaries and does not own any equity interests in any other Person.
Section 3.06 Financial Statements.
a. Prior to the date hereof, the unaudited combined statements of financial position of the Group Companies as of October 31, 2024 (the “Financial Statements”) have been made available to Buyer. The Financial Statements (a) have been prepared from the books and records of Parent in all material respects (except as may be indicated in the notes thereto) and (b) do not materially misstate the consolidated financial condition and the results of operations, changes in shareholders’ equity and cash flows of the Group Companies as of the respective dates of, and for the periods referred to in, the Financial Statements. This Section 3.06 is qualified by the fact that each of the Group Companies has not operated as a separate “stand alone” entity. As a result, each of the Group Companies has been allocated certain charges and credits for purposes of the preparation of the Financial Statements. Such allocations of charges and credits do not necessarily reflect the amounts that would have resulted from arms-length transactions or the actual costs that would be incurred if the Group Companies operated as an independent enterprise.
b. The Sellers maintain a system of internal accounting controls that are designed to provide reasonable assurances regarding the reliability of the Financial Statements and the preparation of financial statements for external purposes in accordance with the books and records of the Sellers and the Group Companies, including internal accounting controls designed to provide reasonable assurances (i) that transactions are executed in accordance with general or specific authorization, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with the books and records of Sellers and the Group Companies, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Business or the Group Companies, and (iv) that the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
c. Except as would not reasonably be expected to, individually or in the aggregate, be material to the Business or the Group Companies, taken as a whole, the accounts and notes receivable reflected on the Financial Statements (i) are collectible in the ordinary course of business (net of contractual allowances and bad debt reserves established in accordance with prior practice), (ii) represent legal, valid and binding obligations, enforceable in accordance with their terms, (iii) are not the subject of any Action (whether pending or threatened), and (iv) have arisen only from bona fide transactions in the ordinary course of business and are payable on ordinary
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trade terms. Except as would not reasonably be expected to, individually or in the aggregate, be material to the Business or the Group Companies, taken as a whole, there are no contests, claims, counterclaims, rights of set off or other defenses with respect to the accounts and notes receivable.
d. Except as would not reasonably be expected to, individually or in the aggregate, be material to the Business or the Group Companies, taken as a whole, the accounts and notes payable of the Business and the Group Companies (i) are in each case not overdue, (ii) represent obligations of the Group Companies for products or services actually received and (iii) are not subject to any Action (whether pending or threatened).
Section 3.07 Absence of Certain Changes.
a. Except for actions taken in preparation for the transactions contemplated by this Agreement (including the Pre-Closing Reorganization), from the Balance Sheet Date through the date of this Agreement, (a) the Business has been conducted in the ordinary course of business consistent with past practices in all material respects and (b) to the knowledge of the Sellers, there has not been any event, occurrence or development that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Section 3.08 No Undisclosed Liabilities. To the knowledge of the Sellers, there is no Liability of the Group Companies of a type required to be reflected or reserved for on a balance sheet prepared in accordance with the Accounting Principles, except for liabilities, debts and obligations (a) reflected or reserved for on the Financial Statements or otherwise set forth in the Disclosure Schedule, (b) that have arisen since the Balance Sheet Date in the ordinary course of the operation of the Business, (c) incurred in connection with the transactions contemplated by this Agreement and the other Transaction Documents or (d) that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Section 3.09 Material Contracts.
a. With respect to the Business, no Group Company is a party to or bound by:
(i) any lease of personal property requiring (A) annual payments of $10,000 or more or (B) aggregate payments of $250,000 or more, in the case of each of clauses (A) and (B), that cannot be terminated on not more than one hundred twenty (120) days’ notice without payment by any Group Company of any penalty;
(ii) any Supply Contract between any Group Company and the ten (10) largest suppliers of goods or services to the Group Companies, in each case, as measured by dollar value of aggregate purchases of goods or services by or for the benefit of the Group Companies since December 31, 2024 through December 31, 2025;
(iii) any Contracts relating to Group Company Interests or other securities of any of the Group Companies or rights in connection therewith (other than the Organizational Documents of the Group Companies), including any Contract that grants or conveys any put, call, right of first refusal, first offer, first negotiation or similar preferential treatment to any Person (other than any of the Group Companies);
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(iv) any Contract requiring any of the Group Companies to indemnify or hold harmless any Person other than in the ordinary course of business or where such indemnification obligation would be reasonably expected to, individually or in the aggregate, be material to the Business or the Group Companies, taken as a whole;
(v) any Contract with a Governmental Authority;
(vi) any Contract pursuant to which the Business or any of the Group Companies is obligated to make future capital expenditures in excess of $50,000 in the aggregate;
(vii) any Contract involving the settlement, conciliation, compromise or waiver of any Action that provides for payments by a Group Company which have not been (or will not, as of the Closing, be) satisfied or discharged in full, or imposes a material outstanding obligation that is effective as of or following the date hereof on any of the Group Companies or the Business;
(viii) any partnership, joint venture, strategic alliance or other similar agreement with any third party that is not a Group Company;
(ix) any agreement that expressly limits in any material respect the freedom of any Group Company to compete in any line of business or with any Person or in any area which would so limit the freedom of Buyer after the date hereof;
(x) any agreement pursuant to which (A) any Group Company licenses or otherwise provides the right to use material Business Owned Intellectual Property Rights to any third party, other than non-exclusive licenses or rights to use granted to customers, and (B) any Group Company licenses or otherwise receives the right to use material Business Intellectual Property Rights from any third party, other than COTS Licenses; or
(xi) excluding the Credit Facility, any note, mortgage, indenture or other obligation or agreement or other instrument for or relating to indebtedness for borrowed money in excess of $150,000, or any guarantee of third party obligations in excess of $150,000, or any material letters of credit, performance bonds or other credit support for the Group Companies that will need to be replaced at Closing.
Each Contract set forth in Section 3.09(a) of the Disclosure Schedule (other than the Leases, as to which certain representations and warranties are made exclusively pursuant to Section 3.12), a “Material Contract”.
b. Sellers have made available to Buyer a true, correct and complete copy of each Material Contract, including all amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto, to the extent in Sellers’ possession. All of the Material Contracts are (i) in full force and effect and (ii) represent the legal, valid and binding obligations of the Group Company party thereto and, to the knowledge of Sellers, represent the legal, valid and binding obligations of the other parties thereto. (A) No Group Company or, to the knowledge of Sellers, any other party thereto is in material breach of or material default under any such Material Contract, (B) as of the date hereof, no Group Company has received any written
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claim or notice of material breach of or material default under any such Material Contract and (C) to the knowledge of Sellers, as of the date hereof, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Material Contract (in each case, with or without notice or lapse of time or both).
Section 3.10 Litigation. Except for Actions under Environmental Laws (as to which certain representations and warranties are made exclusively pursuant to Section 3.18), there are no pending or, to the knowledge of Sellers, threatened in writing, Actions at Law or in equity or, to the knowledge of Sellers, investigations before or by any Governmental Authority against the Group Companies or the Business that, in each case, would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of Sellers, as of the date hereof, there are no facts or circumstances which would reasonably be expected to result in or lead to the instigation of any Action against or by any Group Company or the Business, or affecting any of such Group Company’s respective assets, properties or business that, in each case, would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Section 3.11 Compliance with Laws. Except with respect to (a) compliance with Laws concerning Intellectual Property Rights (as to which certain representations and warranties are made exclusively pursuant to Section 3.13(c) and Section 3.14), (b) compliance with Laws concerning Benefit Plans and employee matters (as to which certain representations and warranties are made exclusively pursuant to Section 3.16 and Section 3.17), (c) compliance with Environmental Laws (as to which certain representations and warranties are made exclusively pursuant to Section 3.18) and (d) compliance with Law concerning Taxes (as to which certain representations and warranties are made exclusively pursuant to Section 3.19), neither the Sellers nor any of their respective Subsidiaries (including the Group Companies) is in violation of any Law relating to the conduct of the Business or the Group Companies, except for violations that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Section 3.12 Real Property.
a. Section 3.12(a) of the Disclosure Schedule sets forth a complete list of the Owned Real Property. With respect to the Owned Real Property: (i) each of the Group Companies has valid, good and marketable title in fee simple, free and clear of any Liens other than Permitted Liens, (ii) no Person other than the Sellers and their respective Subsidiaries, including the Group Companies, has the right to use or occupy the Owned Real Property, and (iii) other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.
b. Section 3.12(b) of the Disclosure Schedule sets forth a complete list of the Leased Real Property. The Real Property constitutes all of the material real property that is owned, leased, used or held for use primarily in the conduct of the Business as currently conducted.
c. Except for Permitted Liens, as contemplated by the Transition Services Agreement, or as would not reasonably be expected, individually or in the aggregate, to result in Liability that is material to the Group Companies, taken as a whole, or otherwise materially and
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adversely impair the conduct of the Business, taken as a whole, in substantially the manner currently conducted, no Person other than Parent, the Sellers and each of their respective Subsidiaries, including the Group Companies, has the right to use or occupy the Leased Real Property.
d. Sellers have made available to Buyer a true, correct and complete copy of each Lease (including all amendments, extensions, renewals and guaranties with respect thereto) to the extent in Sellers’ possession. To the knowledge of Sellers, as of the date hereof, (i) each Lease (together with any amendment thereto) is valid and in full force and effect, (ii) all rent owed under each Lease has been paid to date and no rent or other amounts due under each Lease are overdue, (iii) to the knowledge of Sellers, there are currently no material disputes or unresolved claims between the landlord and the Group Company or Retained Company that is tenant with respect to any such Lease, and (iv) the Group Company or Retained Company that is the tenant thereunder, as applicable, is not in material default of its obligations under such Lease beyond any applicable notice and cure period, except for such material defaults as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, and (v) each Lease constitutes the entire agreement between the landlord and the tenant thereunder in relation to Leased Real Property, and there are no other agreements relating to the same.
e. As of the date hereof, neither the Sellers nor any of their respective Subsidiaries (including the Group Companies) has received any written notice from any Governmental Authority that (i) any condemnation proceeding is pending or, to the knowledge of Sellers, threatened with respect to any Real Property, or (ii) any zoning or building, use or occupancy code, ordinance, order or regulation is violated by the operation or use of any Real Property that have not otherwise been cured.
f. To the knowledge of Sellers, there are no conditions affecting the buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property, except for such conditions which would not reasonably be expected to, individually or in the aggregate, be material to the Group Companies or the Business, taken as a whole.
Section 3.13 Intellectual Property.
a. Section 3.13(a) of the Disclosure Schedule contains a list of all Intellectual Property Rights that are related to the Business and registered with any Governmental Authority (or with any Person that maintains domain name registrations) and all applications for any such registration.
b. (i) As of the date hereof, no Action is pending that challenges the validity, ownership or enforceability of any Business Owned Intellectual Property Rights or any material Business Licensed Intellectual Property Rights, and (ii) to the knowledge of Sellers, as of the date hereof, no Person is infringing, misappropriating, diluting or otherwise violating any Business Owned Intellectual Property Rights or any material Business Licensed Intellectual Property Rights which, in the case of the foregoing clauses (i) or (ii), would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
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c. None of the Group Companies is, to the knowledge of Sellers, infringing, misappropriating, diluting or otherwise violating any Intellectual Property Rights of any other Person, and none of the Group Companies have received any charge, complaint, claim, demand, notice or threat during the three (3) years prior to the date of this Agreement alleging that any of the Group Companies has infringed, misappropriated, diluted, violated or otherwise challenged any Intellectual Property Rights of any other Person which would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
d. The Business Intellectual Property Rights, together with the Intellectual Property Rights provided to Buyer and the Group Companies during the Transition Services Period, constitute all of the material Intellectual Property Rights owned by the Sellers and their respective Subsidiaries (including the Group Companies) that are used in the conduct of the Business as currently conducted. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 3.03, the execution and delivery by Sellers of the Transaction Documents and the consummation of the transactions contemplated thereby will not result in the loss, termination or impairment of any material Business Intellectual Property Rights. Each Contract pursuant to which the Group Companies obtained a right or license to use any material Business Intellectual Property Rights is in full force and effect, and represents the legal, valid and binding obligations of the Group Companies thereto and, to the knowledge of Sellers, represent the legal, valid and binding obligations of the other parties thereto, and none of the Group Companies are in or, to the knowledge of the Sellers, any of the other parties thereto are in, material breach of or material default under any such Contract.
e. Parent and its Subsidiaries have in place commercially reasonable measures to protect the confidentiality of the trade secrets and other material confidential information included in the Business Owned Intellectual Property Rights. To the knowledge of Parent, no such trade secrets or confidential information have been disclosed to any third party, other than to Persons subject to contractual, legal, or binding ethical obligations to preserve the confidentiality thereof.
f. All current and former employees and advisors of Parent and its Subsidiaries who have contributed to development of material Intellectual Property Rights for the Business that are purported to be owned by the Group Companies (including but not limited to VA Invest B.V., VA Invest Holding B.V., Hybrid Horizon ehf., This is City Attractions, B.V.) have assigned ownership of such Intellectual Property Rights to Parent or its applicable Subsidiary pursuant to written agreements or assignments, except where ownership thereof vests in Parent or one of its Subsidiaries by operation of Law.
g. Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, to the knowledge of the Sellers, the IT Assets operate and perform as required by the Group Companies for the conduct of the Business as currently conducted. The Group Companies have used commercially reasonable efforts to protect the integrity and security of the IT Assets (and all information stored or contained therein) against unauthorized use, access, interruption, modification or corruption. Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, to the knowledge of the Sellers, there has been no security breach or unauthorized access to the IT Assets in the past
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three (3) years, which resulted in the unauthorized use, misappropriation, modification, encryption, corruption, disclosure, or transfer of any material information or data contained therein.
h. Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, during the five (5) years prior to the date of this Agreement, to the knowledge of Sellers, (i) the Group Companies have operated the Business in compliance with all applicable Information Privacy and Security Laws, (ii) the Group Companies have established commercially reasonable data and information security programs, and (iii) none of the Group Companies has made or suffered any unauthorized access, use, or disclosure of Personal Information maintained by the Group Companies that would require notification or reporting under any Information Privacy and Security Laws.
i. Except as listed in Section 3.13(i) of the Disclosure Schedule, the Group Companies exclusively own all rights, title and interest in and to all Business Owned Intellectual Property Rights (free and clear of all encumbrances, other than the Permitted Lien), or have the right to use without payment of any royalty, license fee or similar fee, all of the Business Intellectual Property Rights.
j. Notwithstanding anything to the contrary in this Agreement, Section 3.09(a)(x), Section 3.09(b) and this Section 3.13 provide the sole and exclusive representations and warranties of Sellers in respect of intellectual property, privacy and information technology matters.
Section 3.14 Title to and Sufficiency of Assets. Except for (i) Shared Contracts, (ii) Intellectual Property Rights (the sufficiency of which is covered in Section 3.13(d)), (iii) the assets and properties to which the Group Companies will have continued access to or use of after the Closing, including during the Transition Services Period, (iv) any Non-Assignable Assets and (v) as set forth in Section 3.14 of the Disclosure Schedule, the assets and properties of the Group Companies, together with all other rights of Buyer or the Group Companies pursuant to the Transaction Documents, immediately after the Closing, will constitute all of the assets and properties required to operate the Business in all material respects in substantially the manner conducted on the date hereof by Parent and its Subsidiaries (including the other Sellers and the Group Companies); provided, that, the foregoing is subject to the limitation that certain transfers and assignments, as the case may be, of assets or properties, and any claim or right or benefit arising thereunder or resulting therefrom, may require consent of a Governmental Authority or other Person, which may not be obtained.
Section 3.15 Permits. The Group Companies possess all material governmental permits, approvals, orders, authorizations, consents, licenses, certificates, franchises, exemptions of, or filings or registrations with, or issued by, any Governmental Authority necessary for the ownership and use of the respective assets of the Group Companies and the operation of the Business as currently conducted (the “Permits”), except where the failure to possess such Permit would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of Sellers, all such Permits are in full force and effect, and, as of the date hereof, there are no lawsuits or other proceedings (including, without limitation, regulatory or enforcement proceedings or investigations) pending or threatened in writing before any Governmental Authority that seek the revocation, cancellation, suspension or adverse modification thereof,
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except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of Sellers, the Group Companies are not in material default, and no condition exists that with notice or lapse of time or both would constitute a material default, under the Permits.
Section 3.16 Benefit Plans.
a. Section 3.16(a) of the Disclosure Schedule sets forth a true and complete list, as of the date hereof, of each material Benefit Plan, but excluding any employment offer letter or individual independent contractor or consultant agreement that does not provide any change in control or severance payments other than as required by applicable Law.
b. Sellers have made available to Buyer with respect to each Group Company Plan, as applicable, (i) the most recent summary plan description; (ii) the most recent annual reports with accompanying schedules and attachments, filed with the applicable Governmental Authority; and (iii) the most recent opinion or determination letter or correspondence from the applicable Governmental Authority about the Group Company Plan. Sellers have disclosed material details of all Seller Benefit Plans to Buyer.
c. Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, each Group Company Plan has been operated in accordance with its terms and the requirements of all applicable Laws.
d. Notwithstanding anything to the contrary in this Agreement, this Section 3.16 provides the sole and exclusive representations and warranties of Sellers in respect of Benefit Plans.
Section 3.17 Employees.
a. Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, to the knowledge of the Sellers, each of the Group Companies is in compliance with all applicable Laws respecting labor relations, employment and employment practices, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, withholding of employment taxes, employment discrimination, disability rights or benefits, pay equity or transparency, equal employment opportunity, visa and work status, employee leave and unemployment insurance with respect to its Service Providers.
b. Other than as set forth in Section 3.17(b) of the Disclosure Schedule, neither of the Group Companies is a party to any Collective Bargaining Agreement with respect to the current Business Employees with any labor union or other labor organization, nor, to the knowledge of Sellers, is there presently any attempt to organize the current Business Employees by or on behalf of any labor union or other labor organization. Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, during the past three years there has not been any, and as of the date hereof there is no pending nor, to the knowledge of Sellers, threatened, strike, slowdown, picketing, or work stoppage by Business Employees.
c. For each individual employed, or engaged as an independent contractor, by Seller and its Subsidiaries, including the US Group Companies, with respect to the Business (as of
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not more than five (5) Business Days prior to the date hereof), Section 3.17(c) of the Disclosure Schedule lists the name, title or position, and aggregate compensation for calendar year 2025. No employee employed, or independent contractor engaged, by Seller and its Subsidiaries, including the US Group Companies, for the Business as of the date hereof has communicated to Seller in writing any intention to terminate such employee’s employment or independent contractor’s engagement with Seller or its Subsidiaries, or not to accept employment or engagement offered by Buyer or any Affiliate of Buyer.
d. Notwithstanding anything to the contrary in this Agreement, this Section 3.17 provides the sole and exclusive representations and warranties of Sellers in respect of employee matters.
Section 3.18 Environmental Compliance. Except for matters that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect:
a. To the knowledge of the Sellers, the Business, the Group Companies and the Real Property are, and have been since the last three (3) years prior to the date hereof, in compliance with all applicable Environmental Laws, including, but not limited to, any Permits required by applicable Environmental Laws;
b. as of the date hereof, there is no Action and, to knowledge of Sellers, no investigation pending or threatened in writing, that (i) alleges the actual or potential violation of or noncompliance with any Environmental Law or any Permit required by any applicable Environmental Law, alleges any potential Liability or Damages arising under or relating to any Environmental Law, including any investigatory, remedial, natural resource, response, removal or corrective obligations, or seeks to revoke, amend, modify or terminate any Permit required by any applicable Environmental Law, (ii) relates to the Business or the Group Companies and (iii) has not been settled, dismissed, paid or otherwise resolved without ongoing obligations or costs prior to the date hereof; and
c. to the knowledge of Sellers, the Group Companies have not caused any past or present contamination, release, or spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of any Hazardous Substances at, on, under or from any currently or formerly owned or leased property or facility relating to the Business, the Group Companies or the Real Property, in each case, except in compliance with applicable Environmental Law.
Notwithstanding anything to the contrary in this Agreement, this Section 3.18 provides the sole and exclusive representations and warranties of Sellers in respect of environmental matters.
Section 3.19 Taxes.
a. Each of the Group Companies has timely filed all income and other material Tax Returns required to be filed by it (taking into account applicable extensions), all such Tax Returns are accurate and complete in all material respects and each of the Group Companies has paid, when due, all income and other material Taxes required to be paid by it prior to the date hereof.
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b. There are no pending material Tax Claims by or before a Taxing Authority against any of the Group Companies, and no written notice of audit or assessment by a Taxing Authority in respect of material Taxes has been received by any of the Group Companies which has not been resolved.
c. No waiver or extension of the statute of limitations is in effect for the assessment of any Taxes of the Group Companies.
d. No material Liens for Taxes upon the assets of the Group Companies have been filed, other than for Permitted Liens.
(e) None of the Group Companies has received a written claim to pay Taxes or file Tax Returns from a Governmental Authority in a jurisdiction where neither of the Group Companies has filed Tax Returns that has not been resolved.
(f) None of the Group Companies is a party to, is otherwise bound by or has any obligation under, any Tax sharing, Tax allocation or Tax indemnity agreement or other similar Contract, other than (i) any Tax sharing, allocation or indemnification agreement the only parties to which are Parent and its Subsidiaries and (ii) any customary commercial Contracts not primarily related to Taxes.
(g) Each of the Group Companies has collected or withheld all material Taxes required to have been collected or withheld (including from payments made to Service Providers, creditors, stockholders and other third parties) and such collected and withheld Taxes have been or will be duly paid to the proper Governmental Authority.
(h) FlyOver Vancouver is registered for the purposes of the Excise Tax Act (Canada) and its registration number is 783479744RT0001.
(i) Neither Canada Seller or FlyOver Vancouver has received any refund or credit for any Tax, nor received any governmental grant, subsidy, rebate or similar amount, in each case to which it is not fully entitled.
Notwithstanding anything to the contrary, (a) this Section 3.19 (and Section 3.16, solely to the extent relating to Taxes) provides the sole and exclusive representations and warranties of Sellers regarding Taxes and (b) no representation or warranty is made herein with respect to the existence, amount or availability of any net operating losses, Tax credits or other Tax attributes of the Group Companies for any Tax period (or portion thereof) beginning on or after the Closing Date.
Section 3.20 Insurance. Section 3.20 of the Disclosure Schedule lists all insurance policies maintained by, or covering, the Group Companies or any assets of the Business at any time during the three (3) year period before the Closing Date (each an “Insurance Policy”). Seller has delivered to Buyer true, correct and complete copies of each Insurance Policy. Except as listed in Section 3.20 of the Disclosure Schedule, with respect to each Insurance Policy: (1) such Insurance Policy is legal, valid, binding, enforceable and in full force and effect; (2) such Insurance Policy will continue to be legal, valid, binding and enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated herein (except to the
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extent enforceability may be limited by an enforcement limitation); (3) to Seller’s knowledge, no other party to such Insurance Policy is in material default or breach thereof (including regarding payment of premiums or giving of notices); and (4) no event has occurred that (with or without the passage of time or giving of notice), to the knowledge of the Sellers, would constitute a material default or breach, or permit termination, modification, cancellation or acceleration of any right or obligation under such Insurance Policy. To the knowledge of the Sellers, the Insurance Policies are sufficient for compliance with all applicable Laws and all Material Contracts.
Section 3.21 Finders’ Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Parent or its Subsidiaries who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.
Section 3.22 Affiliate Transactions. Section 3.22 of the Disclosure Schedule sets forth a complete list of all agreements between any of the Group Companies, on the one hand, and any of the Sellers or the Retained Companies or any of their respective directors or officers, on the other hand.
Section 3.23 No Other Representations and Warranties. Except for the representations and warranties contained in this Article III, neither Sellers nor the other Retained Companies nor any of their respective Representatives has made or is making any express or implied representation or warranty with respect to Parent, its Subsidiaries (including the Group Companies) or any of the Group Company Interests, the Business or with respect to any other information provided, or made available, to Buyer or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Neither Sellers nor any other Person will have or be subject to any Liability or other obligation to Buyer, its Affiliates or Representatives or any other Person resulting from the sale of the Purchased Interests to Buyer or Buyer’s use of, or the use by any of its Affiliates or Representatives of, any such information, including information, documents, projections, forecasts or other material made available to Buyer, its Affiliates or Representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with the transactions contemplated by this Agreement, unless any such information is expressly and specifically included in a representation or warranty contained in this Article III, except as qualified by the Disclosure Schedules. Parent and each of its Affiliates disclaim any and all other representations and warranties, whether express or implied. Notwithstanding anything to the contrary contained in this Agreement, none of the Retained Companies nor any of their respective Representatives make any express or implied representation or warranty with respect to the Retained Businesses.
Article IV
Representations and Warranties of Buyer
Buyer represents and warrants to Sellers as of the date of this Agreement that:
Section 4.01 Existence and Power. Buyer is a private limited liability company (besloten vennootschap) duly incorporated, validly existing and in good standing under the Laws of the Netherlands and has the requisite power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted, except where the failure to have such
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power would not, individually or in the aggregate, interfere with, prevent or delay the ability of Buyer to enter into and perform its obligations under the Transaction Documents to which it is a party or consummate the transactions contemplated thereby. Buyer is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, interfere with, prevent or materially delay the ability of Buyer to enter into and perform its obligations under the Transaction Documents to which it is a party or consummate the transactions contemplated thereby.
Section 4.02 Authorization. The execution, delivery and performance by Buyer of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby are within the powers of Buyer and have been duly authorized by all necessary action on the part of Buyer. Each Transaction Document to which Buyer is a party has been duly and validly executed and delivered by Buyer and (assuming the due and valid execution and delivery of such Transaction Document by each other party thereto) constitutes a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity.
Section 4.03 Governmental Authorization. Except for the outward investment approvals required based on the Handling Rules Governing Outward Investment by Corporations, as well as any notices and filings of or with the Central Bank of Taiwan in connection with foreign-exchange conversions for the payment of the Purchase Price (such approvals, collectively, the “Requisite Governmental Approvals”), the execution, delivery and performance by Buyer of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby require no material action by or in respect of, or material filing with, any Governmental Authority, other than compliance with any applicable requirements the Exchange Act.
Section 4.04 Noncontravention. The execution, delivery and performance by Buyer of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby do not and shall not (a) violate the Organizational Documents of Buyer, (b) assuming compliance with the matters referred to in Section 4.03, violate any applicable Law, (c) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any material right or obligation or to a loss of any material benefit to which Buyer or any of its Affiliates is entitled under any provision of any agreement or other instrument binding upon Buyer or any of its Affiliates or (d) result in the creation or imposition of any material Lien on any asset of Buyer or any of its Affiliates (except, in the case of clauses (c) and (d), as would not reasonably be expected to, individually or in the aggregate, interfere with, prevent or delay the ability of Buyer to enter into and perform its obligations under the Transaction Documents to which it is a party or consummate the transactions contemplated thereby).
Section 4.05 Financial Ability. Buyer has cash on hand sufficient for Buyer to consummate the transactions contemplated by this Agreement, including (a) paying the Purchase Price, (b) paying all out-of-pocket expenses incurred by Buyer in connection with the transactions contemplated by this Agreement and (c) satisfying all of its other obligations under this Agreement
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and the other Transaction Documents to which Buyer is a party. Buyer has not incurred any obligation, commitment, restriction or liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or liability of any kind, in either case, which would reasonably be expected to impair or adversely affect such resources. Buyer understands and acknowledges that under the terms of this Agreement, Buyer’s obligation to consummate the transactions contemplated by this Agreement or the other Transaction Documents is not in any way contingent upon or otherwise subject to Buyer’s consummation of any financing arrangements, Buyer’s obtaining of any financing or the availability, grant, provision or extension of any financing to Buyer.
Section 4.06 Litigation. There are no Actions pending or, to the knowledge of Buyer, threatened in writing against Buyer, except for such Actions as would not reasonably be expected to, individually or in the aggregate, interfere with, prevent or delay the ability of Buyer to enter into and perform its obligations under the Transaction Documents to which it is a party or consummate the transactions contemplated thereby.
Section 4.07 Solvency. Buyer is not entering into this Agreement or the transactions contemplated hereby with the actual intent to hinder, delay or defraud either present or future creditors of Buyer or any of its Subsidiaries. Assuming that the representations and warranties of Sellers contained in Section 3.06 and Section 3.08 are true and correct in all material respects, and after giving effect to the transactions contemplated by this Agreement, at and immediately after the Closing, Buyer and its Subsidiaries (including the Group Companies) on a consolidated basis (a) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its recourse debts as they mature or become due), (b) will have adequate capital and liquidity with which to engage in its business and (c) will not have incurred and does not plan to incur debts beyond its ability to pay as they mature or become due.
Section 4.08 Purchase for Investment. Buyer is purchasing the Purchased Interests for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof. Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Purchased Interests and is capable of bearing the economic risks of such investment. Buyer understands and agrees that the Purchased Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with state, local and foreign securities Laws, in each case, to the extent applicable.
Section 4.09 Finders’ Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Buyer or any of its Affiliates that might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.
Section 4.10 No Additional Representations; No Reliance.
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a. Buyer acknowledges and agrees that, subject to the absence of Fraud on the part of Sellers, none of Sellers nor the other Retained Companies, nor any of their respective Representatives, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business or other matters that are not specifically included in Article III of this Agreement (subject to the Disclosure Schedule). Without limiting the generality of the foregoing, subject to the absence of Fraud on the part of Sellers, none of Sellers nor the other Retained Companies, nor any of their respective Representatives, nor any other Person, has made a representation or warranty to Buyer with respect to, and neither Sellers nor any other Person shall be subject to any Liability to Buyer or any other Person resulting from, Sellers or their Representatives making available to Buyer, (i) any projections, estimates or budgets for the Business or (ii) any materials, documents or information relating to Sellers, the US Group Companies or the Business made available to Buyer or its Representatives in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III. In connection with Buyer’s investigation of the Business, Sellers have delivered, or made available to Buyer and its Affiliates and Representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Parent and its Subsidiaries relating to the Business and certain business plan information of the Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates and Representatives shall have no claim against Sellers or the other Retained Companies or any other Person with respect thereto. Accordingly, Buyer acknowledges that, subject to the absence of Fraud on the part of the Seller, without limiting the generality of 0, none of Sellers nor the other Retained Companies nor any of their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plans.
b. Notwithstanding anything contained in this Agreement, it is the explicit intent of the Parties that none of Sellers nor other the Retained Companies nor any of their respective Representatives are making any representation or warranty whatsoever, express or implied, beyond those expressly given in Article III, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the assets of the Group Companies and, except as expressly provided in Article III, and subject to the terms and conditions of Article III, it is understood that Buyer is acquiring the Group Companies as-is and where-is with any and all faults and defects as of the date hereof.
c. In furtherance of the foregoing, Buyer acknowledges that it is not relying on any representation or warranty of Sellers or the other Retained Companies or any of their respective Representatives, other than those representations and warranties specifically set forth in Article III. Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of the Business and the Group Companies and the nature and condition of their properties, assets and businesses and, in making the determination to proceed with the transactions contemplated
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hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III. Notwithstanding the foregoing, nothing contained in this Agreement, including this Section 4.10(c), shall limit, impair or prohibit Buyer’s right to make a claim in the case of Fraud.
Article V
Covenants
Section 5.01 Conduct of the Business
a. From the date hereof until the Closing, except as set forth in Section 5.01(a) of the Disclosure Schedule, as required by applicable Law, as otherwise provided by the Transaction Documents, or with Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), Sellers shall, and shall cause their respective Subsidiaries and the Retained Companies to, use their commercially reasonable efforts to conduct the Business in the ordinary course of business consistent with past practices and to preserve intact the present business organizations and goodwill of the Business and the present relationships of the Business with material customers and suppliers. Without limiting the generality of the foregoing, from the date hereof until the Closing, except as set forth in Section 5.01(a) of the Disclosure Schedule, as required by applicable Law, as otherwise provided by the Transaction Documents or the other actions contemplated by this Agreement, or with Buyer’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall not, and shall cause each of the Retained Companies and Group Companies, in each case solely with respect to the Business, not to:
(i) sell, lease, license or otherwise dispose of any material assets of the Business, or in either case, any interests therein, other than pursuant to existing Contracts in the ordinary course of business;
(ii) create or otherwise incur any Lien on any material asset of the Business, other than Permitted Liens;
(iii) have any of the Group Companies make any loans, advances or capital contributions to, or investments in, any Person, other than loans, advances or capital contribution from Parent to a Group Company, or investments by Parent in a Group Company, that are extinguished as of Closing;
(iv) make any change in any method of financial accounting or financial accounting practice of the Group Companies, except for any such change required by reason of a change in GAAP or other applicable financial accounting standards;
(v) adopt a plan or agreement of complete or partial liquidation or dissolution;
(vi) adopt, approve, consent to or propose any amendment or change in the respective Organizational Documents of any of the Group Companies;
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(vii) make any changes to cash management practices, procedures or policies, in each case, except in the ordinary course of business;
(viii) incur or guarantee any funded Indebtedness, other than Indebtedness that will be paid or for which the Group Companies shall not be liable at the Closing;
(ix) sell, assign, transfer, or permit to lapse any Permits, which, individually or in the aggregate, are material to the Business or any portion thereof;
(x) (A) increase the cash compensation or benefits payable to any Service Provider, except (x) as required pursuant to applicable Law or the terms of any Benefit Plan (or other plans or arrangements that would be a Benefit Plan if in effect as of the date of this Agreement) or (y) increases in annual base salaries and commensurate increases in target bonus opportunities made in the ordinary course of business in respect of any non-officer (but, in any event, such increase shall not exceed 6% of such Person’s target bonus opportunity or annual base salary prior to such increase), provided, that the Parent shall notify the Buyer in writing at least one (1) month in advance of any such increase and provide such information as the Buyer may reasonably request, (B) take any action to accelerate any compensatory payments or benefits, or the funding of any compensatory payments or benefits, payable or to become payable to any current or former Service Provider, (C) except as set forth in Section 5.01(a)(x)(C) of the Disclosure Schedule grant or promise to grant, any bonus, change in control payment, deferred compensation, severance, retention or equity or equity-based compensation or benefits to any current or former Service Provider, or (D) hire, engage, terminate (without cause), furlough or temporarily lay off any Business Employee whose annual base salary or annual wage rate is in excess of $100,000 (in each case, other than due to the employee’s death or disability);
(xi) make any capital expenditures or commitments for capital expenditures for which the outstanding amounts of unpaid obligations and commitments are in excess of $50,000 individually and $200,000 in the aggregate, except for those expressly contemplated by the Business’s capital expenditure budget made available to Buyer prior to the date hereof;
(xii) (A) settle, compromise, pay, discharge or satisfy any Action against any Group Company, or (B) institute any Action, in each case of (A) or (B), in excess of $200,000 in the aggregate;
(xiii) sell, assign, transfer, license, abandon or permit to lapse any material Business Intellectual Property Rights, except for non-exclusive licenses granted in the ordinary course of business; or
(xiv) agree or commit to do any of the foregoing.
b. Notwithstanding the foregoing, nothing in this Agreement is intended to give Buyer, directly or indirectly, the right to control or direct the business or operations of the Group Companies at any time prior to the Closing. Prior to the Closing, Sellers shall exercise,
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consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.
Section 5.02 Pre-Closing Access. Subject to applicable Law and any other confidentiality obligations or similar restrictions that may be applicable to information furnished to Sellers by third parties that may be in the possession of Sellers or any of their respective Subsidiaries from time to time, from the date hereof until the Closing, Sellers shall, and shall cause their respective Subsidiaries to, (a) give Buyer and its Representatives reasonable access to the properties, books, contracts, personnel, assets, Tax Returns and records of the Group Companies to the extent reasonably necessary for purposes of Buyer’s transition planning for the Business, (b) furnish to Buyer and its Representatives such financial and operating data and other information relating exclusively to the Group Companies or the Business as such Persons may reasonably request, (c) cause the appropriate executive officers of Sellers and their respective Subsidiaries to cooperate with Buyer in its investigation of the Group Companies, and (d) permit Buyer and its Representatives to make copies and inspections of any such information as Buyer may reasonably request. Any investigation pursuant to this Section 5.02 shall be conducted (i) in accordance with applicable Laws, (ii) during normal business hours, (iii) in such manner as not to interfere unreasonably with the normal conduct of the Business or any of the Retained Businesses and (iv) subject to restrictions under the Leases, if any. Notwithstanding the foregoing, (A) Buyer shall not have access to (x) personnel records of the Business Employees relating to individual performance or evaluation records, medical histories or other information that in Sellers’ opinion (in its sole discretion) is sensitive or the disclosure of which could subject Seller or any of its Subsidiaries to risk of Liability, (y) any real property owned or leased by any Seller or its Subsidiaries for purposes of conducting any invasive or subsurface environmental sampling or testing without the prior written consent of Seller at Seller’s sole discretion, or (z) any information to the extent relating to any Combined Taxes or Combined Tax Returns and (B) Sellers and their Subsidiaries may withhold (y) any information relating to the sale process for the Business and information and analysis (including financial analysis) relating thereto and (z) any document or information, as and to the extent necessary to avoid violation or waiver, if the disclosure of such document or information could reasonably be expected to violate any Law or would result in the waiver of any legal privilege or work-product privilege; provided that, to the extent practicable and in accordance with such Law, and in a manner that does not result in the waiver of any such privilege, Sellers and their Subsidiaries shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of this subclause (z) apply. Sellers shall have the right to have a Representative present at all times during any such inspections, interviews and examinations. Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement.
Section 5.03 Required Actions.
a. Each of the parties shall use their reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated hereby as promptly as practicable and by no later than the Closing Date, including preparing and filing all documentation to effect the Requisite Governmental Approvals. Buyer acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees in connection with compliance with this Section 5.03.
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b. Further, and without limiting the generality of the rest of this Section 5.03, each of the parties shall cooperate in all respects with each other to prepare any filing or submission made to effect the Requisite Governmental Approvals.
c. Further, and without limiting the generality of the rest of this Section 5.03, Buyer shall, and shall cause its Affiliates to, use their respective best efforts to take any and all steps necessary, proper, or advisable to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority, including accepting, committing to and effectuating all requirements, remedies or other actions requested or required by any such Governmental Authority.
d. Buyer shall not, and shall cause each of its Affiliates not to, take any action that is intended to, or that would reasonably be expected to, materially adversely affect the ability of any of the Parties from obtaining (or cause delay in obtaining) the Requisite Governmental Approvals, from performing its covenants and agreements under this Agreement, or from consummating the transactions contemplated hereby.
e. Prior to Closing, Parent shall use best efforts to deliver to Buyer the approval from the Ministry of Justice of Iceland for becoming the ultimate owner of rights to use any real property used by the Iceland Group Companies, in accordance with Act no. 19/1966 on the ownership and use of real property (Icel. lög nr. 19/1966 um eignarrétt og afnotarétt fasteigna.
Section 5.04 Shared Contracts.
a. Notwithstanding anything to the contrary herein, Shared Contracts and any rights or obligations thereunder shall not be deemed to be the sole assets of the Group Companies, Parent or any of the Retained Companies. The Parties shall use commercially reasonable efforts to cause the Shared Contracts (“Mirrored Shared Contracts”) to be replaced with separate Contracts that provide that Sellers (with respect to the Retained Businesses) and Buyer (with respect to the Business) receive only such rights and obligations under a replacement Contract as are substantially similar to those contract rights and obligations used by it (or, in the case of Buyer, used by Sellers with respect to the Business) in the conduct of its business immediately prior to the date hereof. The Parties agree to cooperate and provide each other with reasonable assistance in effecting separation of such Mirrored Shared Contracts from the date hereof until the Closing Date.
b. Buyer shall be solely responsible for any additional Buyer-related costs or fees arising from and under a replacement Contract, in connection with the separation of a Mirrored Shared Contract, or in connection with any arrangement described in this Section 5.04. Until any such Mirrored Shared Contract is separated, to the extent permissible under Law and the terms of such Mirrored Shared Contract, each of the Parties shall (i) as of the Closing Date, assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any reasonable expenses relating thereto incurred by the other Party or its Affiliates), (ii) hold in trust for the benefit of the other Party, and shall promptly forward to the other Party, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the business of the other Party or its Affiliates and (iii) endeavor to institute alternative arrangements intended to put
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the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated as of the date hereof; provided, however, that if the Parties are not able to effect the separation of any Mirrored Shared Contract by the Closing Date, then Sellers and their Affiliates shall have no further obligation to Buyer or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract. Buyer shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder.
c. With respect to Liabilities pursuant to, under or relating to a given Mirrored Shared Contract (“Mirrored Shared Contractual Liabilities”), such Mirrored Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement or other Transaction Document, be allocated between Sellers, on the one hand, and Buyer, on the other hand, as follows:
(i) first, to the extent a Mirrored Shared Contractual Liability is incurred exclusively in respect of a benefit received by the Retained Businesses or the Business, such Liability shall constitute a Liability of Sellers or Liability of Buyer, respectively; and
(ii) second, to the extent a Mirrored Shared Contractual Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to Sellers, on the one hand, and to Buyer, on the other hand, as the case may be, based on the relative proportion of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the Mirrored Shared Contract, measured up to the date of the allocation) by the Retained Businesses, on the one hand, or the Business, on the other hand, under the relevant Mirrored Shared Contract.
d. If Sellers, on the one hand, or Buyer, on the other hand, receives any benefit or payment under any Mirrored Shared Contract which was intended for the other Party, the Parties will use their respective commercially reasonable efforts to deliver, transfer or otherwise afford such benefit or payment to the other Party.
Section 5.05 Post-Closing Transfers.
a. In the event that at any time or from time to time after the date hereof, the Retained Companies receive or otherwise possess any property or asset of the Business (including Cash and Cash Equivalents) that should belong to Buyer pursuant to this Agreement (“Buyer Business Asset”), the applicable Retained Company shall promptly transfer, or cause to be transferred, such Buyer Business Asset to Buyer, for no additional consideration and net of the Retained Companies’ reasonable out-of-pocket costs and any taxes to effectuate such transfer, and to the extent such Buyer Business Asset is Cash and Cash Equivalents, Parent shall provide a general explanation or description of such transfer. Prior to any such transfer, the applicable Retained Company shall hold such Buyer Business Asset in trust for the benefit of Buyer. In the event that at any time or from time to time after the date hereof, Buyer or any of its Affiliates, including the Group Companies, receives or otherwise possesses any property or asset (including Cash and Cash Equivalents) that relate to the Retained Businesses or should belong to any of the Retained Companies pursuant to this Agreement (“Retained Business Asset”), Buyer shall promptly transfer, or cause to be transferred, such Retained Business Asset to the appropriate Retained Company, designated by Parent, for no consideration and net of Buyer’s reasonable
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out-of-pocket costs and any taxes to effectuate such transfer, and to the extent such Retained Business Asset is Cash and Cash Equivalents, Buyer shall provide a general explanation or description of such transfer. Prior to any such transfer, Buyer shall hold such Retained Business Asset in trust for the benefit of the applicable Retained Company.
b. Until such time that Sellers effect the transfer of any Buyer Business Assets as may be required pursuant to Section 5.05(a), Sellers and their respective Affiliates, as applicable, hereby grant to Buyer a non-exclusive, royalty free, fully paid up, worldwide, irrevocable, sub-licensable and transferable right and license (or sub-license, as the case may be) to fully use, practice, and otherwise exploit the Buyer Business Assets and a covenant not to sue with respect to Buyer’s use, practice and exploitation of any Intellectual Property Rights associated with such Buyer Business Asset.
c. Until such time that Buyer effects the transfer of any Retained Business Assets as may be required pursuant to Section 5.05(a), Buyer and its respective Affiliates, as applicable, hereby grant to Sellers a non-exclusive, royalty free, fully paid up, worldwide, irrevocable, sub-licensable and transferable right and license (or sub-license, as the case may be) to fully use, practice, and otherwise exploit the Retained Business Assets.
d. In the event that at any time or from time to time after the date hereof, the Retained Companies incur or otherwise have retained any Liability that relates to the Business, the applicable Retained Company shall promptly transfer, or cause to be transferred, such Liability to Buyer, and Buyer shall accept and assume such Liability and indemnify the applicable Retained Company for any Liabilities paid or incurred by such Retained Company with respect to such Liability. In the event that at any time or from time to time after the date hereof, Buyer or any of its Affiliates, including the Group Companies, incur or otherwise have been transferred any Liability that relates to the Retained Businesses, Buyer shall promptly transfer, or cause to be transferred, such Liability to the appropriate Retained Company, designated by Parent, and such designated Retained Company shall accept and assume such Liability and indemnify Buyer for any amounts paid by Buyer or any of its Affiliates, including the Group Companies, with respect to such Liability.
Section 5.06 Intercompany Balances; Affiliate Transactions.
a. Except as set forth in Section 5.06(a) of the Disclosure Schedule, all intercompany balances (excluding any trade payables incurred in the ordinary course of business) between any of the Group Companies, on the one hand, and any of the Retained Companies, on the other hand, have been eliminated by discharge or otherwise in their entirety effective at or prior to the Closing.
b. Except for the Transaction Documents, Shared Contracts, Contracts relating to the Retained Businesses or the Contracts set forth in Section 5.06(b) of the Disclosure Schedule, Parent has taken all actions necessary to cause any and all Contracts between any Retained Company, on the one hand, and any Group Company, on the other hand, to have been terminated without any continuing obligation of any Group Company.
Section 5.07 Group Company Guarantees.
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a. With respect to each Group Company Guarantee, (i) Buyer and Parent shall cooperate and use their respective commercially reasonable efforts to terminate, or, if the Parties are unable to so terminate, cause Buyer or one of its Affiliates to be substituted in all respects for any Retained Company in respect of, all obligations under such Group Company Guarantees, (ii) Buyer shall indemnify and hold harmless the Retained Companies for any direct, out-of-pocket losses actually incurred arising solely and directly from claims made by the beneficiary of such Group Company Guarantee against the Retained Companies in respect of obligations of the Business arising after the Closing, including any claim or demand for payment made on any Retained Company under, and any fees solely and directly in connection with the issuance and maintenance of, any such Group Company Guarantee (in each case, if applicable, in proportion to the amount relating to the Business relative to any amount not relating to the Business), and (iii) Buyer shall not permit any of the Group Companies to (A) renew or extend the term of, (B) increase its obligations under, (C) transfer to another third party or (D) amend in any manner, except as contemplated pursuant to clause (i) above or otherwise required by this Agreement, any loan, Contract or other obligation for which any Retained Company is, or would reasonably be expected to be, liable under such Group Company Guarantee. To the extent that the Retained Companies have performance obligations under any Group Company Guarantee, Buyer will use commercially reasonable efforts to (x) perform such obligations on behalf of the Retained Companies or (y) otherwise take such action as reasonably requested by Parent so as to put the Retained Companies in the same position as if Buyer, and not a Retained Company, had performed or were performing such obligations.
b. Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that, (i) beginning ninety (90) days after the date hereof, each Retained Company may, in its sole discretion, take any action to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Group Company Guarantees, provided that it gives Buyer no less than thirty (30) days’ prior written notice of its intended action to allow Buyer an opportunity to make alternative arrangements, and (ii) none of the Retained Companies will have any obligation to renew any letters of credit or surety or performance bonds issued on behalf of any Group Company or the Business after the expiration of any such letters of credit or surety or performance bonds; provided, that the Retained Companies shall not take any action to terminate, obtain release of or otherwise limit its Liability, or intentionally omit to take any action that has the same effect as the aforementioned, under any such Group Company Guarantee set forth on Schedule 1 to this Agreement prior to the termination date set forth on such Schedule.
Section 5.08 R&W Insurance Policy.
a. Buyer has paid the required deposit fee and all other payments or fees and taken all necessary actions to bind Buyer’s coverage under the R&W Insurance Policy in relation to Buyer’s acquisition of the Group Companies. Buyer will comply in all material respects with all of its obligations under the R&W Insurance Policy necessary to the binding of the R&W Insurance Policy. The R&W Insurance Policy shall provide that Ambridge Europe Limited (the “R&W Insurer”) shall have no right of subrogation against the Retained Companies, and the R&W Insurer has waived any such right of subrogation, except in the case of Fraud.
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b. Buyer will promptly pay all premiums required for the full term of the R&W Insurance Policy, and will otherwise comply in all material respects with all of its obligations under the R&W Insurance Policy.
c. Buyer shall not agree to any amendment, variation or waiver of the R&W Insurance Policy (or do anything which has a similar effect) which would adversely impact Sellers without Sellers’ prior written consent.
Section 5.09 Insurance. Notwithstanding the acquisition of the Purchased Interests by Buyer, Sellers hereby expressly exclude, and do not assign, transfer or convey to Buyer, any rights or benefits of or to any insurance policies of the Sellers or their Affiliates (excluding any insurance policies of and solely with respect to the Group Companies or their respective predecessors) which might relate to, cover or insure Sellers or their Affiliates for loss of or Liability arising from the Business or the use, ownership or operation of the assets of the Group Companies, regardless of whether such assignment, right or benefit arises by statute, agreement or operation of Law, including defense and indemnity benefits attributable to or arising from or under such policies. However, from the date hereof until the Closing, Sellers shall maintain all existing insurance policies (or substantially equivalent coverage) in full force and effect with respect to the Business and the Group Companies, and shall not cancel, materially amend, or fail to renew any such policies without Buyer’s prior written consent. Buyer shall not, and shall cause its Affiliates (including, after the Closing, the Group Companies) not to, assert any right, claim or interest to or under any insurance policies of Sellers or their Affiliates (excluding any insurance policies of and solely with respect to the Group Companies or their respective predecessors) or rights to proceeds thereof in effect on or prior to the date hereof relating to the Business or the Group Companies. In furtherance thereof, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Group Companies), hereby waives any and all rights to or under any such insurance policies.
Section 5.10 Legal Proceedings; Production of Witnesses.
a. Following the date hereof, Parent shall have the exclusive right to conduct the defense (and determine the settlement) of any Action with respect to any Retained Business and Buyer (or any of its Affiliates, including any Group Company) shall have the exclusive right to conduct the defense (and determine the settlement) of any Action with respect to the Business.
b. From and after the Closing, Parent, on the one hand, and Buyer, on the other hand, shall use their commercially reasonable efforts to make available to each other, upon reasonable written request, their (and their Affiliates’) respective officers, directors, employees and agents for fact finding, consultation and interviews and as witnesses to the extent that any such individual may reasonably be required in connection with any Actions in which the requesting Party may from time to time be involved relating to the conduct of the Business or the Retained Businesses prior to or after the Closing. Access to such Persons shall be granted during normal business hours at a location and in a manner reasonably calculated to minimize disruption to such individuals, the Business and the Retained Businesses, as applicable. Parent and Buyer agree to reimburse each other for reasonable out-of-pocket expenses, including attorneys’ fees, but excluding officers’ or employees’ salaries or other wages, incurred by any other Party in connection with providing individuals and witnesses pursuant to this Section 5.10(b).
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c. Notwithstanding the foregoing, the provisions in Article VI shall govern with respect to Tax-related matters to the extent any provision in Article VI is in conflict with Section 5.10(a) or Section 5.10(b). For the avoidance of doubt, no Party shall have an obligation to cooperate, make available personnel or disclose any documents or other information pursuant to Section 5.10(a), Section 5.10(b), Section 5.11(b) or Article VI, if Parent or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in any Action and such assistance, testimony, documents or other information is reasonably pertinent thereto; provided that, nothing in this Section 5.10(c) shall limit in any respect any rights a Party may have with respect to discovery or the production of documents or other information in connection with any such Action.
Section 5.11 Retention of Books and Records and Post-Closing Access.
a. The Retained Companies may retain a copy of any or all of the Business Records and any other materials that are otherwise in the possession or under the control of any Retained Company relating to the conduct of the Business on or before the date hereof. Unless prohibited under applicable Information Privacy and Security Laws, Buyer agrees to hold at least one copy of all Business Records that constitute all Business Records of the Group Companies that exist as of the date hereof and not to destroy or dispose of such copy until the seventh anniversary of the Closing or such longer time as may be required by Law, and if thereafter Buyer proposes to destroy or dispose of such copy, Buyer shall offer first in writing at least ninety (90) days prior to such proposed destruction or disposition to surrender such copy to Parent upon Parent’s request and at Parent’s expense.
b. From and after the Closing, Buyer shall, and shall cause its Affiliates (including the Group Companies) to, (i) give Parent and its Representatives reasonable access to the Business Records of Buyer and its Affiliates, including the Group Companies, relating to the Business or operations of the Group Companies on or before the Closing Date, (ii) furnish to Parent and its Representatives such financial and operating data and other information relating to the Business or the operations of the Group Companies on or before the Closing Date and (iii) use commercially reasonable efforts to cause the employees of Buyer and its Affiliates (including the Group Companies) to cooperate with Parent and its Representatives, in each case, solely to the extent reasonably requested by Parent in connection with accounting, Tax, SEC reporting and other similar needs. From and after the Closing, the Retained Companies shall (A) give Buyer and its Representatives reasonable access to the records of the Retained Companies to the extent relating to the Business on or before the Closing Date, (B) furnish to Buyer and its Representatives such financial and operating data and other information to the extent relating to the Business on or before the Closing Date and (C) use commercially reasonable efforts to cause the employees of the Retained Companies to cooperate with Buyer and its Representatives, in each case, solely to the extent reasonably requested by Buyer in connection with accounting, Tax, SEC reporting and other similar needs to the extent relating to the Business on or before the date hereof. Any such access shall be granted in a manner as not to interfere unreasonably with the conduct of the business of the Party granting such access. Notwithstanding the foregoing, any Party may withhold such access, as and to the extent necessary to avoid violation or waiver, to any document or information the disclosure of which could reasonably be expected to violate any Contract or any Law or would result in the waiver of any legal privilege or work-product privilege; provided that, to the extent practicable and in accordance with such Contract or Law, and in a manner that does
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not result in the waiver of any such privilege, such Party shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply; provided, further, that nothing in this Section 5.11(b) shall limit in any respect any rights any Party may have with respect to discovery or the production of documents or other information in connection with any litigation.
c. Notwithstanding the foregoing, the provisions of Article VI shall govern with respect to Tax-related matters to the extent any provision in Article VI is in conflict with Section 5.11(a) or Section 5.11(b).
Section 5.12 Confidentiality.
a. Subject to Section 5.13, from the Closing until the second anniversary thereof, the Retained Companies shall not and shall instruct their Representatives not to, directly or indirectly, without the prior written consent of Buyer, disclose to any third party (other than each other and their respective Representatives) any confidential information with respect to the Business; provided that, the foregoing restriction shall not (i) apply to any information (w) pertaining to the Retained Businesses, (x) generally available to, or known by, the public (other than as a result of disclosure in violation of this Section 5.12(a)), (y) that was independently developed by any Retained Company (other than by the Business prior to the date hereof) without use of any confidential information with respect to the Business or (z) that was made available to any Seller by a third party with the right to disclose such information, or (ii) prohibit any disclosure (x) required by Law or any listing agreement with any national securities exchange so long as, to the extent legally permissible and reasonably practicable under the circumstances, Parent provides Buyer with reasonable prior notice of such disclosure, (y) necessary to be made in connection with the enforcement of any right or remedy relating to any of the Transaction Documents or the transactions contemplated thereby or (z) to any purchaser or prospective purchaser or financing source or underwriter of any of the Retained Companies or otherwise in connection with such Person’s financial, accounting, Tax or similar due diligence of any of the Retained Companies, including any disclosure required under the Credit Facility.
b. From the Closing until the second anniversary thereof, Buyer shall not, and shall cause its Subsidiaries (including, after the Closing, the Group Companies) not to, and shall instruct its Representatives not to, directly or indirectly, without the prior written consent of Parent, disclose to any third party (other than each other and their respective Representatives) any confidential information with respect to the Retained Businesses; provided that, the foregoing restriction shall not (i) apply to any information (w) generally available to, or known by, the public (other than as a result of disclosure in violation of this Section 5.12(b)), (x) that, following the Closing, was independently developed by Buyer or any of its Subsidiaries (including the Group Companies) without use of any confidential information with respect to the Retained Businesses, or (y) that was made available to Buyer by a third party with the right to disclose such information, or (ii) prohibit any disclosure (y) required by Law or any listing agreement with any national securities exchange so long as, to the extent legally permissible and reasonably practicable under the circumstances, Buyer provides Parent with reasonable prior notice of such disclosure or (z) necessary to be made in connection with the enforcement of any right or remedy relating to any of the Transaction Documents or the transactions contemplated thereby.
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Section 5.13 Public Announcements. Parent and Buyer agree that no public release or announcement concerning the transactions contemplated hereby shall be issued or made by or on behalf of any Party without the prior consent of the other Party, except that (i) Parent and its Subsidiaries may make announcements from time to time to their respective employees, customers, suppliers and other business relations and (ii) each of Parent and Buyer may make announcements as they may reasonably determine is necessary to comply with applicable Law or the requirements of any agreement to which they or any of their Subsidiaries or Affiliates is a party as of the date hereof, including any listing agreement with any national securities exchange. Notwithstanding the foregoing, Buyer and Parent shall cooperate to prepare a joint press release to be issued on or promptly after the date of this Agreement. Parent and Buyer agree to keep the terms of this Agreement confidential, except to the extent and to the Persons to whom disclosure is required by applicable Law or for purposes of compliance with SEC, financial or Tax reporting obligations; provided that, (x) the Parties may disclose this Agreement or its terms to their respective employees, accountants, advisors and other Representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to, or are bound by contractual, professional or fiduciary obligations to, keep the terms of this Agreement confidential and so long as each Party shall be responsible to the other Parties hereto for breach of this Section 5.13 or such confidentiality obligations by the recipients of its disclosure) and (y) Parent may disclose this Agreement or its terms in accordance with any disclosure requirements set forth in the Credit Facility.
Section 5.14 Director and Officer Matters.
a. From and after the Closing until the sixth (6th) anniversary of the Closing Date, Buyer agrees on its own behalf and on behalf of its Affiliates, Representatives, and after the Closing, the Group Companies (the “Buyer Releasing Parties”) to, and does hereby acquit, remise, release, discharge and hold harmless to the maximum extent provided by Law, all current and former officers, directors, employees, attorneys-in-fact and other Representatives of the Group Companies (the “Indemnified Parties” XE " QUOTE 0X201C “Indemnified Parties QUOTE 0X201D ”" \t "Section 5.14a" ) in connection with their acts and omissions in their capacities as such during the period ending at the Closing, from any and all Actions, Liabilities, Indebtedness, sums of money, accounts, bonds, bills, covenants, Contracts and obligations of any character or nature whatsoever, in each case solely to the extent related to or arising from the operation of the Business prior to the Closing, and of every kind and description, choate and inchoate, at Law or in equity, which Buyer, its Affiliates (including, after the Closing, the Group Companies), or its Representatives, now has, ever had, or ever might claim to have against any or all of such Persons (in each case solely to the extent related to or arising from the operation of the Business prior to the Closing), whether or not currently asserted or known, and whether absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, determined, determinable or otherwise, in each case, arising from or relating to any event, dispute or occurrence which arises on or prior to the Closing or which arises under any Organizational Document of any Group Company and any Seller or its Affiliates, except to the extent arising out of such Indemnified Party’s Fraud and gross negligence or willful misconduct. For the avoidance of doubt, this Section 5.14 shall not apply to any obligations of an Indemnified Party under the Transaction Documents.
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b. From and after the Closing until the sixth (6th) anniversary of the Closing Date, Buyer shall, and shall cause its Subsidiaries (including the Group Companies) to, maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the Organizational Documents of the Group Companies, in each case in effect as of the date hereof, for acts or omissions occurring on or prior to the Closing.
c. From and after the Closing until the sixth (6th) anniversary of the Closing Date, Buyer shall indemnify all Indemnified Parties to the fullest extent permitted by applicable Law and the Organizational Documents of the Group Companies with respect to all acts and omissions arising out of or relating to their service as directors, officers or employees of the Group Companies (with regard to the Business) if such Indemnified Party is or was serving as a director, officer or employee of such other Person or fiduciaries thereof in a manner related to the Business, whether asserted or claimed at or after or occurring before the Closing (including in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement), except to the extent arising out of such Indemnified Party’s Fraud, gross negligence or willful misconduct. If any Indemnified Party is or becomes involved in any Action in connection with any matter subject to indemnification hereunder, Buyer shall advance as incurred any Liabilities out of or incurred in connection with such Action, subject to Buyer’s receipt of an undertaking in customary form by or on behalf of such Indemnified Party to repay such Liabilities if it is ultimately determined under applicable Law or the Organizational Documents of the applicable Group Company that such Indemnified Party is not entitled to be indemnified.
d. The covenants contained in this Section 5.14 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. Buyer shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.14, except to the extent that it is ultimately determined by a Governmental Authority with valid jurisdiction that such Indemnified Party is not entitled to be indemnified pursuant to this Agreement.
e. In the event Buyer or any Group Company or any of its successors or assigns (i) amalgamates, consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such amalgamation, consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of such Group Company shall assume all of the obligations set forth in this Section 5.14.
Section 5.15 Non-Solicitation; Non-Competition.
a. From the Closing until the seventh anniversary thereof, Parent shall not, and shall not permit any of its Subsidiaries to, directly or indirectly solicit or hire (or cause to be directly or indirectly solicited or hired) any Continuing Employee; provided that, the foregoing restriction shall not apply to (i) generalized searches by use of advertising or recruiting efforts (including the use of search firms) that are not specifically targeted at such Continuing Employees or hiring any individual who responds to any such general solicitation, (ii) soliciting or hiring any
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such Continuing Employee who is no longer employed by Buyer or any of its Affiliates and has not been so employed by Buyer or its Affiliates for at least ninety (90) days (provided, that such ninety (90) day period) shall not apply with respect to any such Continuing Employee who is no longer employed by Buyer or its Affiliates as a result of the termination or layoff of such Continuing Employee) or (iii) soliciting or hiring any such Continuing Employee who contacts Parent or its Subsidiaries on his or her own initiative regarding employment without any solicitation or encouragement from Parent or its Subsidiaries.
b. From the Closing until the seventh anniversary thereof, Buyer shall not, and shall not permit any of its Affiliates (including, after the Closing, the Group Companies) to, directly or indirectly solicit or hire (or cause to be directly or indirectly solicited or hired) any employee of the Retained Companies; provided that, the foregoing restriction shall not apply to (i) generalized searches by use of advertising or recruiting efforts (including the use of search firms) that are not specifically targeted at such employees or hiring any individual who responds to any such general solicitation, (ii) soliciting or hiring any such employee who is no longer employed by any of the Retained Companies and has not been so employed by the Retained Companies for at least ninety (90) days (provided, that such ninety (90) day period shall not apply with respect to any employee who is no longer employed by a Retained Company as a result of the termination or layoff of such employee) or (iii) soliciting or hiring any such employee who contacts Buyer or its Affiliates on his or her own initiative regarding employment without any solicitation or encouragement from Buyer or its Affiliates.
c. From the Closing until the seventh anniversary thereof, Parent shall not, and shall cause the other Retained Companies not to, engage in any Competitive Activity; provided, however, that the foregoing shall not restrict Parent or any of its Subsidiaries from (i) acquiring or owning as an investment, directly or indirectly, securities or any indebtedness of any company that is engaged in any Competitive Activity if Parent or such Subsidiary does not, directly or indirectly, beneficially own in the aggregate more than twenty percent (20%) of the outstanding securities or indebtedness of such company or (ii) acquiring and continuing to hold or own any business or Person engaged in any Competitive Activity if such Competitive Activity accounts for less than twenty-five percent (25%) of such business’ or Person’s consolidated annual revenues, or less than twenty million dollars ($20,000,000) in such annual revenues (regardless of the percentage represented thereby), in each case during the fiscal year prior to such acquisition being made (or, if earlier, the entry into the definitive agreement providing for the making of such acquisition). In the event Parent or any of its Subsidiaries acquire any business or Person, the acquisition of which would violate this Section 5.15(c) (but for this sentence), Parent or such Subsidiary shall not be in violation of this Section 5.15(c) if as soon as practicable, but in any event within ninety (90) days after the closing of such acquisition, Parent or such Subsidiary commences efforts to divest, and within twelve (12) months after the closing of such acquisition, Parent or such Subsidiary consummates such divestiture of, the portion of such acquired Person or business required in order to comply with this Section 5.15(c) (but for this sentence). “Competitive Activity” means any activity related to the provision of a flying theater business in the manner conducted by the Group Companies as of the date hereof.
d. Notwithstanding anything to the contrary contained in Section 5.15(c), Buyer acknowledges that the Retained Companies engage in, and the Retained Business relates in part to, the business of developing and operating attractions and hospitality throughout the world
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and Section 5.15(c) shall not prevent, preclude, restrict or otherwise limit Parent or any of its Subsidiaries from engaging in, conducting, operating, developing, expanding or having an ownership interest in any Retained Business (so long as, with respect to development or expansion of such Retained Business, such development or expansion does not constitute a Competitive Activity).
e. The Parties agree that for applicable Tax purposes (x) no portion of the Purchase Price shall be allocated to the covenants and agreements contained in this Section 5.15, (y) such covenants and agreements are integral to this Agreement, and (z) such covenants and agreements are provided for the purpose of preserving the fair market value of the Purchased Interests (it being understood that this sentence shall not be construed as a limitation on Damages arising out of any breach of this Section 5.15).
Section 5.16 Seller General Release.
a. From the Closing, each of the Sellers and Parent, on behalf of itself and its Affiliates (other than each Group Company) and each of their respective Representatives, managers, shareholders, employees, successors and assigns, as applicable, and any other Person that may claim by, through, or under the Sellers or Parent (together, “Seller Releasing Parties”) irrevocably release, waive and forever discharge each of the Group Companies, Buyer and their respective present and former Affiliates, officers, directors, managers, shareholders, partners, members, agents, employees, successors and assigns, as applicable (collectively, the “Buyer Releasees”), of and from any and all Liabilities, Actions, Indebtedness, sums of money, accounts, bonds, bills, covenants, Contracts and obligations of any character or nature whatsoever, in each case solely to the extent related to or arising from the operation of the Business prior to the Closing, both at Law and in equity, which Seller Releasing Parties, now has, ever had, or ever might claim to have against any or all of Buyer Releasees (in each case solely to the extent related to or arising from the operation of the Business prior to the Closing), whether or not currently asserted or known, and whether absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, determined, determinable or otherwise, in each case, arising from or relating to any event, dispute or occurrence which arises on or prior to the Closing, in each case other than those Buyer obligations arising under the Transaction Documents.
b. The Seller Releasing Parties shall not, and no one on their behalf shall, assert or file any Action against any Buyer Releasees arising out of any matter released pursuant to this Section 5.16. In the event that any Action filed against a Buyer Releasee in breach hereof, such Buyer Releasee shall be entitled to recover its costs, fees or expenses, including reasonable attorney fees and costs at trial and on appeal, incurred in defending against such action from the Seller Releasing Parties.
c. The Seller Releasing Parties acknowledge that they may hereafter discover facts different from, or in addition to, those which they now believe to be true with respect to any and all of the claims released in this Section 5.16 and no such additional fact shall affect the validity or enforceability of the releases contained in this Section 5.16.
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d. The Seller Releasing Parties acknowledge that they are fully informed and aware of their rights to receive independent legal advice regarding the advisability of the releases contemplated hereby and have received such independent legal advice as they deem necessary with regard to the advisability thereof. The Seller Releasing Parties further acknowledge that they have made an investigation of the facts pertaining to the releases contemplated hereby as they have deemed necessary, and, further, acknowledge that they have not relied upon any statement or representation of others.
Section 5.17 Buyer General Release
a. From the Closing, the Buyer Releasing Parties irrevocably release, waive and forever discharge each of the Parent, US Seller and Canada Seller and their respective present and former Affiliates, officers, directors, managers, shareholders, partners, members, agents, employees, successors and assigns, as applicable (collectively, the “Seller Releasees”), of and from any and all Liabilities, Actions, Indebtedness, sums of money, accounts, bonds, bills, covenants, Contracts and obligations of any character or nature whatsoever, in each case solely to the extent related to or arising from the operation of the Business prior to the Closing, both at Law and in equity, which Buyer Releasing Parties, now has, ever had, or ever might claim to have against any or all of Seller Releasees (in each case solely to the extent related to or arising from the operation of the Business prior to the Closing), whether or not currently asserted or known, and whether absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, determined, determinable or otherwise, in each case, arising from or relating to any event, dispute or occurrence which arises on or prior to the Closing, in each case other than those Parent, US Seller or Canada Seller obligations arising under the Transaction Documents.
b. The Buyer Releasing Parties shall not, and no one on their behalf shall, assert or file any Action against any Seller Releasees arising out of any matter released pursuant to this Section 5.17. In the event that any Action filed against a Seller Releasee in breach hereof, such Seller Releasee shall be entitled to recover its costs, fees or expenses, including reasonable attorney fees and costs at trial and on appeal, incurred in defending against such action from the Buyer Releasing Parties.
c. The Buyer Releasing Parties acknowledge that they may hereafter discover facts different from, or in addition to, those which they now believe to be true with respect to any and all of the claims released in this Section 5.17 and no such additional fact shall affect the validity or enforceability of the releases contained in this Section 5.17.
d. The Buyer Releasing Parties acknowledge that they are fully informed and aware of their rights to receive independent legal advice regarding the advisability of the releases contemplated hereby and have received such independent legal advice as they deem necessary with regard to the advisability thereof. The Buyer Releasing Parties further acknowledge that they have made an investigation of the facts pertaining to the releases contemplated hereby as they have deemed necessary, and, further, acknowledge that they have not relied upon any statement or representation of others.
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Section 5.18 Further Assurances. Sellers and Buyer agree that, from and after the date hereof, each of them shall, and shall cause their respective Affiliates to, execute and deliver such further instruments of conveyance and transfer and take such other action as may reasonably be requested by such Party to carry out the purposes and intents hereof.
Article VI
Tax Matters
Section 6.01 Tax Returns; Allocation of Taxes.
a. Parent will file when due or cause to be so filed, all (i) Tax Returns with respect to the Group Companies in respect of a Pre-Closing Tax Period that are due (taking into account available extensions) on or prior to the Closing Date and (ii) Combined Tax Returns. Buyer or its Subsidiaries, including the Group Companies, will file when due, or cause to be so filed, all Tax Returns with respect to the Group Companies and operation of the Business not addressed in the foregoing sentence. The Parties acknowledge and agree that, for U.S. federal Income Tax purposes, the taxable year of the US Group Companies will end on the date hereof. To the extent required or permitted by Law, the Parties shall (A) elect to close any taxable year of any Group Company for U.S. state and local Tax purposes as of the end of the day on the date hereof and (B) elect pursuant to Treasury Regulation Section 1.245A-5(e)(3)(i) to close the taxable year of FlyOver Vancouver and the Iceland Group Companies (unless Parent requests that an election under Section 338(g) of the Code be made pursuant to Section 6.03), and the Parties and their Affiliates shall cooperate as necessary to effect any such elections. The Parties agree that any deduction from taxable income of the Group Companies arising in connection with the transactions contemplated hereby is properly allocable to Pre-Closing Tax Periods, and the Parties shall cause their Affiliates to treat such deductions as arising in Pre-Closing Tax Periods for purposes of this Agreement and for all Income Tax purposes, including for purposes of Treasury Regulation Section 1.1502-76(b)(1)(ii)(B). Notwithstanding anything in this Agreement the contrary, Parent shall, in its sole discretion, make all decisions concerning the preparation, filing and amendment of any Combined Tax Returns for any taxable period.
b. Buyer, on the one hand, and the Sellers, on the other hand, shall each be responsible for and bear fifty percent (50%) of any Transfer Taxes. Each Party will cooperate in all reasonable respects in timely making all filings, returns and reports as may be required to comply with the provisions of applicable Laws with respect to any Transfer Taxes and in executing and delivering certificates and similar items that accurately set forth relevant facts to entitle a Party to exemptions from or reductions to the payment of Transfer Taxes (if applicable). For the purpose of this Agreement, “Transfer Taxes” shall mean, all excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer, and similar Taxes, levies, charges and fees arising from the transactions contemplated by the Transaction Documents.
c. For purposes of determining any responsibility for Taxes (or entitlement to any refunds) under this Agreement, in the case of any Straddle Tax Period, (i) real, personal and intangible property Taxes and any other similar Taxes levied on a per diem or periodic basis of any Person for a Pre-Closing Tax Period shall be equal to the amount of such Taxes for the entire Straddle Tax Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Tax Period that are in the relevant Pre-Closing Tax Period and the denominator of
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which is the total number of days in the Straddle Tax Period and (ii) any other Taxes of any Person for a Pre-Closing Tax Period shall be computed as if such Straddle Tax Period ended, for Canadian Tax purposes, immediately prior to the date hereof and, for other Tax purposes, on the end of the day on the date hereof. All determinations necessary to give effect to the allocation set forth in the previous sentence shall be made in a manner consistent with the prior practice of Parent or its Subsidiaries, as applicable.
Section 6.02 Cooperation on Tax Matters. Buyer and Parent shall cooperate fully, and Buyer shall cause each of its Subsidiaries, including the Group Companies, to cooperate fully, as and to the extent reasonably requested by the applicable other Party, in connection with the preparation, execution and filing of Tax Returns and any audit, examination, inquiry, assessment, claim for refund, lawsuit, action, claim, arbitration, mediation or other proceeding at law or in equity by or before a Taxing Authority with respect to Taxes relating to the Group Companies (each a “Tax Claim”). Such cooperation shall include access to records and information which are reasonably relevant to any such Tax Return or Tax Claim, making personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing Tax Returns. Buyer shall cause its Affiliates, including the Group Companies, (i) to retain all books and records with respect to Tax matters pertinent to the Business and the Group Companies relating to any taxable period beginning before the date hereof until the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), (ii) to abide by all record retention agreements entered into with any Taxing Authority and (iii) to give Parent ninety (90) days written notice prior to transferring, destroying or discarding any such books and records. If Parent so requests, Buyer shall, and Buyer shall cause its Affiliates, including the Group Companies, to, allow Parent to take possession of such books and records. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to transfer to Buyer any Tax Returns or other Tax work papers of or including any of the Retained Companies to the extent not constituting Business Records or with respect to Combined Taxes or Combined Tax Returns.
Section 6.03 Buyer Covenants. Except as otherwise provided in the following sentence, Buyer shall not make an election under Section 336 or 338 of the Code (or any corresponding provision of state, local or non-U.S. Tax Law) with respect to the transactions contemplated by this Agreement. Notwithstanding the foregoing, If Parent (acting reasonably) requests that Buyer make an election under Section 338(g) with respect to the acquisition of Flyover Vancouver or the Iceland Group Companies, then Buyer shall cooperate with Parent to make such elections in a timely manner.
Section 6.04 Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation or Tax indemnity agreements, except for the Transaction Documents, between the Group Companies, on the one hand, and any Retained Company, on the other hand, have been terminated as of the date hereof to the extent they relate to the US Group Companies.
Section 6.05 Tax Claims. Buyer shall promptly notify the Parent upon its receipt of notice of any Tax Claim with respect to Combined Taxes or a Combined Tax Return. All Tax Claims with respect to Combined Taxes or a Combined Tax Return shall be controlled by Parent in its sole discretion, and Buyer shall not have any participation, consent or other rights with respect thereto. Following the Closing, Parent shall indemnify, defend and hold harmless Buyer
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and its Affiliates from and against any Combined Taxes for Pre-Closing Tax Periods imposed on the Group Companies pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of state or local Tax Law).
Section 6.06 Post-Closing Payments. The parties agree that any (i) payment of the any amounts in accordance with Section 2.05(d) or (ii) payment made pursuant to Section 6.05 and Section 6.07 shall be treated as an adjustment to the Purchase Price (and allocated between the Purchased Interests as determined by Parent) and to treat such adjustments consistently therewith for U.S. federal income and other applicable Tax purposes, to the extent permitted by applicable Law.
Section 6.07 Refunds. Buyer acknowledges and agrees that any refund (whether received by way of payment in cash, credit, offset or reduction in Tax Liability received in lieu of receipt of a refund, and, in each case, to the extent not already taken into account the final determination of the Purchase Price) of the amounts set forth on Section 6.07 of the Disclosure Schedules or of Combined Taxes (and interest thereon paid by the Governmental Authority) of or attributable to the Group Companies is shall belong to the Retained Companies. Buyer shall pay any such refunds received to Sellers, net of any costs and expenses (including Taxes) payable by Buyer or any of its Affiliates as a result of obtaining or receiving such refund; provided that to the extent any such refunds are later disallowed or revoked by any Governmental Authority, Seller shall promptly pay back to Buyer the amount of any such refund together with any applicable interest and penalties imposed by any Governmental Authority.
Section 6.08 Reportable Transactions. The Parties shall reasonably cooperate in good faith to determine whether any transaction contemplated by this Agreement, or any transaction that may be considered to be part of the same series of transactions as the transactions contemplated by this Agreement, is required to be reported to any applicable Governmental Authority. If any Party determines that any such transaction is reportable then it shall so notify all other Parties and the Parties shall reasonably cooperate in good faith (including sharing of draft reporting forms) to make any such report on a timely basis. Notwithstanding the foregoing and for greater certainty, each Party shall be permitted to report any transaction to an applicable Governmental Authority to the extent that such Party determines, acting reasonably, that such reporting is required by applicable Law.
Article VII
Employee Matters
Section 7.01 Continuation of Benefits. With respect to each Continuing Employee, from the Closing until the first year anniversary thereof, or such longer period required by applicable Law (such period, the “Benefits Continuation Period”), Buyer shall, and shall cause its Affiliates to (and shall cause any other Person providing compensation and benefits on their behalf to) provide to such Continuing Employee: (a) a base salary or regular hourly wage, as applicable, that is not less than the base salary or regular hourly wage, as applicable, provided to such Continuing Employee immediately prior to the Closing; (b) a bonus opportunity and long-term or equity-based compensation opportunity that is not less than the bonus opportunity and long-term or equity-based compensation opportunity, as applicable, provided to such Continuing Employee immediately prior to the Closing; (c) health, welfare, retirement, and other benefits that are at least as favorable,
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in the aggregate, as the most favorable to such Continuing Employee of (i) those provided to such Continuing Employee immediately prior to the Closing and (ii) those that Buyer and its Affiliates provide to their similarly-situated employees during such period; and (d) severance protections and benefits that are at least as favorable, in the aggregate, as the most favorable to such Continuing Employee of (i) those provided to such Continuing Employee immediately prior to the Closing and (ii) those that Buyer and its Affiliates provide to their similarly situated employees during such period; provided, however, that, for the avoidance of doubt, and where permitted by applicable Law, Buyer may satisfy its obligations pursuant to clause (b) by providing cash payments or other benefits in lieu of equity compensation or other benefits. Notwithstanding the foregoing, the terms and conditions of employment for any Business Employee covered by a Collective Bargaining Agreement shall continue to be governed by the applicable Collective Bargaining Agreement until its expiration, modification or termination.
Section 7.02 Service Credit. With respect to each Continuing Employee, effective from and after the Closing, Buyer shall, and shall cause its Affiliates to, (a) recognize, for all purposes (other than benefit accrual under a defined benefit pension plan) under all plans, programs and arrangements established or maintained by Buyer or its Affiliates for the benefit of such Continuing Employees, service with Parent and its Subsidiaries prior to the Closing to the extent such service was recognized under the corresponding Benefit Plan covering such Continuing Employee, including for purposes of eligibility, vesting and benefit levels and accruals, in each case, except where it would result in a duplication of benefits, (b) waive any pre-existing condition exclusion, actively-at-work requirement or waiting period under all employee health and other welfare benefit plans established or maintained by Buyer or its Affiliates for the benefit of the Continuing Employees, except to the extent such pre-existing condition, exclusion, requirement or waiting period would have applied to such individual under the corresponding Benefit Plan covering such Continuing Employee and (c) provide full credit for any co-payments, deductibles or similar payments made or incurred by a Continuing Employees under a corresponding Benefit Plan covering such Continuing Employee prior to the Closing for the plan year in which the Closing occurs.
Section 7.03 Third-Party Rights. The provisions contained in this Agreement with respect to any Business Employee are included for the sole benefit of the Parties and shall not create any right in any other Person, including any Service Provider (or dependent or beneficiary of any of the foregoing). Nothing herein (a) shall be deemed an amendment to or creation of any plan providing benefits to any Business Employee (including any Benefit Plan), (b) shall obligate Buyer to adopt or maintain any particular compensatory or benefits arrangement, plan or program at any time or prevent Buyer from modifying or terminating any such arrangement, plan or program at any time or (c) shall be deemed to prohibit or restrict Buyer or any of its Subsidiaries from terminating the employment of any Continuing Employee following the Closing; provided that any such employee terminated during the Benefits Continuation Period shall receive from Buyer the severance benefits set forth in Section 7.03 of the Disclosure Schedule.
Article VIII
Conditions to Closing
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Section 8.01 Conditions to Obligation of Each Party to Close. The respective obligations of each party to consummate the Closing shall be subject to the satisfaction or waiver at or prior to the Closing of the following condition:
a. Requisite Governmental Approvals. The Requisite Governmental Approvals shall have been obtained (or any applicable waiting period thereunder shall have expired or been terminated) and shall remain in full force and effect.
Article IX
Termination
Section 9.01 Termination. This Agreement may be terminated at any time prior to the Closing:
a. by written mutual consent by Parent and Buyer;
b. by Parent or Buyer, by written notice to the other party, if the Closing has not occurred on or before May 21, 2026 (the “Termination Date”); provided, that the right to terminate this Agreement pursuant to this Section 9.01(b) shall not be available to (A) Parent if (1) Parent is in breach in any material respect of any of their respective obligations hereunder, or (2) Buyer is pursuing specific performance of, or other equitable remedies with respect to, Parent’s obligations hereunder, or (B) Buyer if (1) Buyer is in breach in any material respect of any of its obligations hereunder or (2) Parent is pursuing specific performance of, or other equitable remedies with respect to, Buyer’s obligations hereunder; provided, further, however, that Buyer shall not be permitted to terminate this Agreement pursuant to this Section 9.01(b) during the Post-Condition Period; or
c. by Parent, by written notice to Buyer, if there shall have been a material breach by Buyer of any of its respective representations, warranties, covenants or agreements contained in this Agreement (or any breach of Section 2.03(e)), and in any such case such breach shall be incapable of being cured or, if capable of being cured, shall not have been cured prior to the earlier of (i) other than in the case of a breach of Section 2.03(e) thirty (30) Business Days after providing written notice of such breach to Buyer, (ii) in the case of a breach of Section 2.03(e), one (1) Business Day after providing written notice of such breach to Buyer and Parent, and (iii) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 9.01(c) if Parent is then in material breach of this Agreement;
d. by Parent, by written notice to Buyer, if (i) all of the conditions in Section 8.01 have been satisfied or waived (other than those that by their nature are to be satisfied at the Closing or the failure of which to be satisfied is due in any material part to a breach by Buyer of any of its respective representations, warranties, covenants, or agreements contained in this Agreement), (ii) Parent has confirmed by written notice to Buyer that Parent is ready, willing, and able to consummate the transactions contemplated hereby, and (iii) Buyer fails to consummate the transactions contemplated hereby within ten (10) Business Days following the delivery of such notice; or
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e. by Buyer, by written notice to Parent, if there shall have been a material breach by Parent of any of their respective representations, warranties, covenants or agreements contained in this Agreement, and in any such case such breach shall be incapable of being cured or, if capable of being cured, shall not have been cured prior to the earlier of (i) thirty (30) Business Days after providing written notice of such breach to Parent and (ii) the Termination Date; provided that Buyer shall not have the right to terminate this Agreement pursuant to this Section 9.1(e) if Buyer is then in material breach of this Agreement.
Section 9.02 Termination Notice. In the event of termination of this Agreement by either Parent or Buyer pursuant to Section 9.01, written notice of such termination shall be given by the terminating party to the other and such notice shall be effective in accordance with Section 10.02.
Section 9.03 Effect of Termination.
a. Except to the extent otherwise provided in this Section 9.03, in the event of termination of this Agreement by either or both of Parent and Buyer pursuant to Section 9.01, this Agreement shall terminate and become void and have no effect, and there shall be no Liability on the part of any party to this Agreement, except as set forth in the Confidentiality Agreement, Section 5.12 (Confidentiality), Section 5.13 (Public Announcements), Article X (Miscellaneous) and this Section 9.03; provided, that termination of this Agreement shall not relieve any party hereto from Liability for Fraud or willful breach prior to such termination.
b. In the event that this Agreement is terminated by Parent or Buyer under Section 9.01(b) (but subject, in the case of termination by Buyer, to the proviso below), Section 9.01(c) or Section 9.01(d) at the time of any such termination, then within five (5) Business Days of such termination of this Agreement, Buyer shall direct the Escrow Agent to release the Escrow Amount to Parent (such payment, the “Buyer Termination Fee”) by wire transfer to an account designated in writing by Parent pursuant to the Escrow Agreement. In the event that this Agreement is terminated pursuant to Section 9.01(a) or Section 9.01(e), or terminated by Buyer pursuant to Section 9.01(b), Parent and Buyer shall direct the Escrow Agent to release the Escrow Amount to Guarantor; provided, that Guarantor shall only be entitled to receive the Escrow Amount following Buyer’s termination pursuant to Section 9.01(b) if, at the time of such termination, (i) Seller’s conditions set forth in Section 2.04(c) have been satisfied or waived and (ii) the conditions set forth in Section 8.01(a) have been satisfied or waived.
c. Each party acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, no party would have entered into this Agreement; accordingly, if Buyer fails to timely pay Parent the Buyer Termination Fee due pursuant to Section 9.01(b), Section 9.01(c) or Section 9.01(d), and, in order to obtain such payment, Parent commences a suit that results in a judgment against Buyer for the Buyer Termination Fee, or any portion thereof, Buyer shall pay to Parent the costs and expenses (including attorneys’ fees) in connection with Parent’s suit, together with interest thereon at the prime rate as published in The Wall Street Journal (or, if not reported therein, as reported in another authoritative source reasonably selected by Parent) in effect on the date such Buyer Termination Fee was required to be paid from such date through the date of full payment thereof.
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d. Each of the parties acknowledges and agrees that the Buyer Termination Fee is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent in the circumstances in which such Buyer Termination Fee is due and payable for the efforts and resources expended and opportunities forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision.
Article X
Miscellaneous
Section 10.01 No Survival. None of the representations, warranties, covenants or agreements set forth herein (or in any certificate delivered pursuant hereto) shall survive the Closing, other than each covenant and agreement set forth in this Agreement that by its terms is to be performed following the Closing, which shall survive the Closing until fully performed. No Party or any of its respective Affiliates shall have any Liability with respect to any representation, warranty, covenant or agreement from and after the time that such representation, warranty, covenant or agreement ceases to survive hereunder. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit, impair or prohibit Buyer’s or Sellers’ right to make a claim in the case of Fraud.
Section 10.02 Notices. All notices and other communications between the Parties shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered by FedEx or other nationally recognized overnight delivery service; or (c) when delivered by email (without receiving an automated “bounceback” or similar reply declaring the email undeliverable) if sent before 6:00 p.m. on a Business Day and if sent after 6:00 p.m. on a Business Day or on a day that is not a Business Day, on the next Business Day, addressed as follows:
if to Buyer, to:
Brogent Technologies, Inc. No. 9, Fuxing 4th Road, Kaohsiung, Taiwan Attention: Eva Lin; David Hsieh; Jean Lai
with a copy (which shall not constitute notice) to:
LCS & Partners 5F., No. 8, Sec. 5, Sinyi Road, Taipei City, Taiwan Attention: Arthur Chang
Ethan Huang
Sam Wu
if to Sellers, to:
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Pursuit Attractions and Hospitality, Inc. 1401 17th Street, Suite 1400
Denver, CO 80202 Attention: Mike Archiopoli
with a copy (which shall not constitute notice) to:
Latham & Watkins LLP 330 North Wabash Ave, Suite 2800 Chicago, Illinois 60611 Attention: Bradley C. Faris
Jason Morelli Sean M. Parish
or to such other address or addresses as a Party may from time to time designate in writing.
Section 10.03 Waiver. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach or affect in any way any rights arising by virtue of any prior or subsequent occurrence. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the Party sought to be charged with such waiver.
Section 10.04 Expenses. Except as otherwise provided in this Agreement, each Party shall bear its own expenses incurred in connection with this Agreement and the transactions contemplated hereby, whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants; provided, however, that (i) the fees and expenses of the Accountant, if any, shall be paid in accordance with Section 2.05, (ii) Transfer Taxes, if any, shall be paid in accordance with Section 6.01(b), and (iii) Buyer shall pay all fees payable in connection with the R&W Insurance Policy.
Section 10.05 Assignment. No Party shall assign this Agreement or any part hereof without the prior written consent of the other Party.
Section 10.06 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to any choice of law rules that would lead to the application of any other substantive law.
Section 10.07 Arbitration. Any disputes arising from or relating to this Agreement, including any disputes about the validity or scope of this arbitration agreement, shall be submitted to final and binding arbitration administered by the International Chamber of Commerce, in accordance with its Rules of Arbitration. The seat of arbitration shall New York, New York, United States of America. The arbitral tribunal shall be constituted by three (3) arbitrators. The claimant(s) shall appoint one arbitrator and the respondent(s) shall appoint another arbitrator, in accordance
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with the ICC Rules. The two (2) co-arbitrators shall jointly appoint the third arbitrator, who will act as president of the Arbitral Tribunal, within thirty days of the second arbitrator’s appointment by the ICC Court. If any of the parties to the arbitration fail to appoint the respective co-arbitrator, or if the two (2) co-arbitrators fail to agree on the appointment of the president of the Arbitral Tribunal as provided herein, then the ICC Court shall make the appointment in accordance with the ICC Rules. The arbitration shall be conducted in English. The Parties agree that the existence, contents and result of the arbitration are and shall be kept confidential during and after the course of the arbitration. All materials exchanged during the arbitration, as well as the Arbitral Tribunal’s order(s) and award(s) shall be kept confidential, except if the disclosure is required to pursue a legal right or to comply with applicable law. The arbitral award shall be final and binding, and judgment on the award may be entered into in any court of competent jurisdiction.
Section 10.08 Captions; Counterparts. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement and any amendments hereto, to the extent signed and delivered by means of electronic transmission in portable document format (“.pdf”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of electronic transmission in .pdf to deliver a signature or the fact that any signature or agreement was transmitted or communicated through the use of electronic transmission in pdf as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.
Section 10.09 Rights of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the entities expressly named as parties hereto, any right or remedies under or by reason of this Agreement; provided, however, that, notwithstanding the foregoing Prior Business Counsel, the Indemnified Parties and the Designated Persons shall be intended third party beneficiaries of, and may enforce, Section 5.14 and Section 10.15.
Section 10.10 Entire Agreement. The Transaction Documents and the Confidentiality Agreement constitute the entire agreement between the Parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by any of the Parties or any of their respective Affiliates or Representatives relating to the transactions contemplated hereby. No representations, warranties, covenants, understandings or agreements, oral or otherwise, relating to the transactions contemplated by the Transaction Documents exist between the Parties except, in each case, as expressly set forth in the Transaction Documents and the Confidentiality Agreement.
Section 10.11 Amendments. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner (but not necessarily by the same individuals) as this Agreement and which makes reference to this Agreement.
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Section 10.12 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties.
Section 10.13 Disclosure Schedule. The Parties acknowledge and agree that (a) the inclusion of any item, information or other matter in the Disclosure Schedule that is not required by this Agreement to be so included is solely for the convenience of Buyer, (b) the disclosure by Sellers of any item, information or other matter in the Disclosure Schedule shall not be deemed to constitute an acknowledgement by Sellers that such item, information or other matter is required to be disclosed by the terms of this Agreement or that such item, information or other matter is material, (c) if any section of the Disclosure Schedule lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedule or the statements contained in any Section of Article III reasonably apparent, such item or information shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedule, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedule for convenience of reference only, (e) the Disclosure Schedule is qualified in its entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedule and the information and statements contained therein are not intended to broaden or constitute, and shall not be construed as broadening or constituting, representations, warranties or covenants of Sellers except as and to the extent provided in this Agreement.
Section 10.14 Enforcement.
a. The Parties agree that irreparable damage would occur, and that the Parties would not have an adequate remedy at Law, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, except as otherwise provided in this Section 10.14, the Parties shall be entitled to an injunction or injunctions to prevent breaches or anticipated breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement, without proof of actual damages or otherwise, in addition to any other remedy to which any Party is entitled at Law or in equity. Each Party agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.
b. The remedies available to Sellers pursuant to this Section 10.14 shall be in addition to any other remedy to which it is entitled at law or in equity.
Section 10.15 Privileged Matters; Conflicts of Interest.
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a. The Parties agree that their respective rights and obligations to maintain, preserve, assert or waive any attorney-client and work product privileges belonging to the other Parties with respect to the Business and the Retained Businesses (collectively, “Privileges”) shall be governed by the provisions of this Section 10.15(a). With respect to matters relating to the Retained Businesses, and with respect to all Business Records, documents, communications or other information (collectively, “Information”) of any of the Retained Companies prepared in connection with this Agreement or the transactions contemplated hereby, Parent shall have sole authority to determine whether to assert or waive any Privileges, including the right to assert any Privilege against Buyer and its Subsidiaries. Buyer shall not, and shall cause its Subsidiaries (including, after the Closing, the Group Companies) not to, take any action without the prior written consent of Parent that would reasonably be expected to result in any waiver of any such Privileges of Parent. After the Closing, Buyer shall have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business (except for Information prepared in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby). However, Buyer may not assert any such Privileges of Buyer related to pre-Closing advice or communications relating to the Business against the Retained Companies. Parent shall not, and shall cause its Subsidiaries not to, take any action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. The rights and obligations created by this Section 10.15 shall apply to all Information as to which the Retained Companies or the Group Companies would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by the Retained Companies, or Buyer or its Subsidiaries (including, after the Closing, the Group Companies), as the case may be, of any subpoena, discovery or other request from any third party that actually or arguably calls for the production or disclosure of Privileged Information of the other or if the Retained Companies or Buyer or its Subsidiaries (including, after the Closing, the Group Companies), as the case may be, obtains knowledge that any current or former employee of the Retained Companies or the Group Companies has received any subpoena, discovery or other request from any third party that actually or arguably calls for the production or disclosure of Privileged Information of the other Party, such Party shall promptly notify the other of the existence of the request and shall provide the other a reasonable opportunity to review the Information and to assert any rights it may have under this Section 10.15 or otherwise to prevent the production or disclosure of Privileged Information. Sellers’ transfer of any Business Records or other Information to Buyer in accordance with this Agreement and Sellers’ agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements, as set forth in Section 5.12 and this Section 10.15, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Sellers or Buyer, as the case may be. The access to Business Records and other Information being granted pursuant to Sections 5.10 and 5.11 and Article VI, the agreement to provide witnesses and individuals pursuant to Section 5.10 and the disclosure to Buyer and Sellers of Privileged Information relating to the Business or the Retained Businesses pursuant to this Agreement in connection with the transactions contemplated hereby shall not be asserted by Sellers or Buyer to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 10.15 or otherwise.
b. Conflicts of Interest.
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(i) Buyer hereby waives and agrees not to assert, and after the Closing, Buyer shall cause the Group Companies to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing, of any of the Retained Companies or other Affiliates or their respective officers, employees or directors in their capacities as officers, employees or directors (any such person, a “Designated Person”) in any matter involving this Agreement or any of the other Transaction Documents or transactions contemplated hereby or thereby, by (x) Latham & Watkins LLP, (y) Blake, Cassels & Graydon LLP or (z) any other legal counsel (collectively, “Prior Business Counsel”) currently or previously representing any Designated Person in connection with this Agreement or any of the other Transaction Documents or transactions contemplated hereby or thereby.
(ii) Without limiting the foregoing, Buyer and Sellers agree that, following the Closing, Prior Business Counsel may serve as counsel to any Designated Person in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Prior Business Counsel prior to the Closing, and Buyer (on behalf of itself and its Subsidiaries (including, after the Closing, the Group Companies)) hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of its Subsidiaries (including, after the Closing, the Group Companies), on the one hand, and any Designated Person, on the other hand, Prior Business Counsel may represent one or more Designated Persons in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or its Subsidiaries (including, after the Closing, the Group Companies) and even though Prior Business Counsel may have represented such Group Company in a matter substantially related to such dispute.
Section 10.16 Currency. Unless otherwise specified in this Agreement or as required by applicable Law, all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in U.S. dollars.
Section 10.17 Guarantee. The Guarantor hereby unconditionally and irrevocably guarantees to Parent the due and punctual payment and performance by Buyer (and any permitted assignees thereof) of Buyer’s obligations and liabilities under this Agreement, including to pay the Purchase Price pursuant to Article II of this Agreement (the “Guaranteed Obligations”). The foregoing sentence is an absolute, unconditional and continuing guaranty of the full and punctual discharge and performance the Guaranteed Obligations. Should Buyer default in the discharge or performance of all or any portion of the Guaranteed Obligations, the obligations owed to Parent hereunder shall become immediately due and, if applicable, payable. The Guarantor shall be entitled to assert any defenses available to the Buyer under this Agreement.
[Signature page follows.]
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||||||||
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized directors or officers as of the day and year first above written.
PARENT
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
By: /s/ David W. Barry
Name: David Barry
Title: Chief Executive Officer & President
US SELLER
PURSUIT INVESTMENT HOLDINGS, INC.
By: /s/ David W. Barry
Name: David Barry
Title: President
CANADA SELLER
BREWSTER INC.
By: /s/ David W. Barry
Name: David Barry
Title: President
[Signature Page to Equity Purchase Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized directors or officers as of the day and year first above written.
BUYER
FLYOVER ATTRACTIONS B.V.
By: /s/ Chih-Hung Ouyang
Name: Chih-Hung Ouyang
Title: Chairman & CEO
GUARANTOR
BROGENT TECHNOLOGIES, INC.
By: /s/ Chih-Hung Ouyang
Name: Chih-Hung Ouyang
Title: Chairman & CEO
|[Signature Page to Equity Purchase Agreement]
||
||||||||
SCHEDULE 1
GUARANTEES
- Lease No. VAN043-11111S-001 by and between Canada Place Corporation and Flyover Vancouver, Inc., with a termination date of December 31, 2038. The following Retained Companies are indemnitors under the lease:
Pursuit Attractions and Hospitality, Inc.
Brewster Inc.
Brewster Travel Canada Inc.
Lease between Showcase Ground Lease LLC and Flyover Las Vegas LLC: Flyover Las Vegas Ground Lease corporate guaranty provided by Pursuit Attractions and Hospitality, Inc. (formerly Viad Corp), with a termination date of August 12, 2034.
Lease between N&G Showcase LLC and Flyover Las Vegas LLC: Flyover Las Vegas Theater Space corporate guaranty by Pursuit Attractions and Hospitality, Inc. (formerly Viad Corp), with a termination date of August 12, 2034.
For the avoidance of doubt, the Parties agree that none of the Retained Companies shall be required to extend any the length of, or any terms of, any guarantee provided on this Schedule 1 beyond the termination date indicated on this Schedule 1 for such guarantee including, but not limited to, in connection with any lease renewal or extension permitted under any such lease listed on this Schedule 1.
[Signature Page to Equity Purchase Agreement]
EX-21.1
Exhibit 21.1
Pursuit Attractions and Hospitality, Inc.
Foreign and Domestic Subsidiaries
| Company Name | Jurisdiction |
|---|---|
| 2121885 Alberta Ltd. | Canada |
| 2187587 Alberta Ltd. | Canada |
| 2195137 Alberta Ltd. | Canada |
| Alaskan Park Properties, Inc. | Arizona |
| Banff-Jasper Collection Holding Corp. | Canada |
| Brewster Inc. | Canada |
| Brewster Travel Canada Inc. | Canada |
| CATC Alaska Tourism Corporation | Alaska |
| Esja Attractions ehf. | Iceland |
| Flyover Attractions, Inc. | Delaware |
| Flyover Iceland ehf. | Iceland |
| Flyover Las Vegas LLC | Delaware |
| Flyover Vancouver, Inc | Canada |
| Glacier Park, Inc. | Arizona |
| Glacier Raft Company | Montana |
| Golden Skybridge Suspension Bridges & Park Ltd. | Canada |
| Pursuit Collection, Inc. | Delaware |
| Pursuit Iceland ehf | Iceland |
| Pursuit Investment Holdings, Inc. | Delaware |
| Sawridge MPL Jasper LP | Canada |
| Sky Lagoon Ehf | Canada |
| Waterton Transport Company, Limited | Canada |
| 3-102-832300 S.R.L | Costa Rica |
| Inversiones Turistica Arenal S.A. | Costa Rica |
| 3-102-938870 S.R.L. | Costa Rica |
EX-23.1
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-218682 and 333-265225 on Form S-8 and Registration Statement No. 333-277986 on Form S-3 of our reports dated February 25, 2026, relating to the financial statements of Pursuit Attractions and Hospitality, Inc. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2025.
| /s/ Deloitte & Touche LLP |
|---|
| Tempe, Arizona |
| February 25, 2026 |
EX-31.1
Exhibit 31.1
CERTIFICATION
I, David W. Barry, certify that:
I have reviewed this annual report on Form 10-K of Pursuit Attractions and Hospitality, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
- The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: February 25, 2026 | By: /s/ David W. Barry |
|---|---|
| David W. Barry | |
| President and Chief Executive Officer |
EX-31.2
Exhibit 31.2
CERTIFICATION
I, Michael J. Heitz, certify that:
I have reviewed this annual report on Form 10-K of Pursuit Attractions and Hospitality, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
- The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: February 25, 2026 | By: /s/ Michael J. Heitz |
|---|---|
| Michael J. Heitz | |
| Chief Financial Officer |
EX-32.1
Exhibit 32.1
Certifications of
Chief Executive Officer and Chief Financial Officer
Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the
Sarbanes-Oxley Act of 2002
I, David W. Barry, Chief Executive Officer of Pursuit Attractions and Hospitality, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that Pursuit Attractions and Hospitality Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in Pursuit Attractions and Hospitality Inc.’s Annual Report on Form 10-K fairly presents, in all material respects, Pursuit Attractions and Hospitality Inc.’s financial condition and results of operations.
| Date: February 25, 2026 | By: /s/ David W. Barry |
|---|---|
| David W. Barry | |
| President and Chief Executive Officer |
I, Michael J. Heitz, Chief Financial Officer of Pursuit Attractions and Hospitality, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that Pursuit Attractions and Hospitality Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in Pursuit Attractions and Hospitality Inc.’s Annual Report on Form 10-K fairly presents, in all material respects, Pursuit Attractions and Hospitality Inc.’s financial condition and results of operations.
| Date: February 25, 2026 | By: /s/ Michael J. Heitz |
|---|---|
| Michael J. Heitz | |
| Chief Financial Officer |
This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Pursuit Attractions and Hospitality Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.
<br><br>BANFF JASPER COLLECTION
<br><br>GLACIER PARK COLLECTION
<br><br>ALASKA COLLECTION
<br><br>TABACÓN