Lindblad Expeditions Holdings, Inc.: Form 10-Q for the period ended Mar 31, 2026

The following discussion and analysis addresses material changes in the financial condition and results of operations of the Company for the periods presented. This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q (“Form 10-Q”), as well as the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026 (the “2025 Annual Report”). Unless the context otherwise requires, “the Company,” “Lindblad,” “we,” “us,” “our,” and “ours” refer to Lindblad Expeditions Holdings, Inc. and its subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

Any statements in this Form 10-Q about our expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and are “forward-looking statements” as that term is defined under the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy,” “outlook” and similar words. You should read the statements that contain these types of words carefully. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements. There may be events in the future that we are not able to predict accurately or over which we have no control. Potential risks and uncertainties include, but are not limited to:

• adverse general economic and/or geopolitical factors that negatively impact the ability or desire of people to travel;
• loss of business due to competition;
• unscheduled disruptions in our business due to travel restrictions, weather events, mechanical failures, pandemics or other events;
• increases in fuel prices, changes in fuel consumed and availability of fuel supply in the geographies in which we operate or in general;
• the loss of key employees, our inability to recruit or retain qualified shoreside and shipboard employees and increased labor costs;
• the impact of delays or cost overruns with respect to anticipated or unanticipated drydock, maintenance, modifications or other required construction related to any of our vessels;
• management of our growth and our ability to execute our planned growth, including our ability to successfully close merger and acquisition transactions and integrate acquisitions;
• our ability to maintain our relationships with National Geographic and/or World Wildlife Fund;
• compliance with new and existing laws and regulations, including environmental regulations and travel advisories and restrictions;
• our substantial indebtedness and our ability to remain in compliance with the financial and/or operating covenants in such arrangements;
• the impact of material litigation, enforcement actions, claims, fines or penalties on our business;
• the impact of severe or unusual weather conditions, including climate change, on our business;

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• adverse publicity regarding the travel and cruise industry in general;
• the result of future financing efforts; and
• those risks discussed in our 2025 Annual Report.

We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.

Business Overview

We provide expedition cruising and land-based adventure travel fostering a spirit of exploration and discovery, using itineraries featuring up-close encounters with wildlife and nature, history and culture, and promote guest empowerment, human connections and interactivity. Our mission is to offer life-enhancing adventures around the world and pioneer innovative ways to allow our guests to connect with exotic and remote places.

We currently operate a fleet of 12 owned expedition ships and 10 seasonal charter vessels (with several other vessels contracted for future expeditions) under the Lindblad brand. Each expedition ship is fully equipped with state-of-the-art tools for in-depth exploration, and the majority of our expeditions involve travel to remote places, such as voyages to Alaska, the Arctic, Antarctic, the Galápagos Islands, Baja’s Sea of Cortez, the South Pacific, Costa Rica and Panama. We have a longstanding relationship with the National Geographic Society (“National Geographic”) dating back to 2004, which is based on a shared interest in exploration, research, technology and conservation. This relationship, which extends through 2040, includes a co-selling, co-marketing and global branding arrangement whereby our owned vessels carry the National Geographic name, and National Geographic sells our expeditions through its internal travel division. We collaborate with National Geographic on voyage planning to enhance the guest experience by having National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, join our expeditions. Guests have the ability to interact with these experts through lectures, excursions, dining and other experiences throughout their voyage.

We also operate land-based adventure travel experiences around the globe, with unique itineraries designed to offer intimate encounters with nature and the planet’s remarkable destinations including the animals and people who live there.

Natural Habitat, Inc. (“Natural Habitat”) provides eco-conscious expeditions and nature-focused, small-group experiences that include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos Islands tours and African safaris. Natural Habitat has partnered with World Wildlife Fund (“WWF”) to offer conservation travel, which is sustainable travel that contributes to the protection of nature and wildlife.

Off the Beaten Path, LLC (“Off the Beaten Path”) provides small group travel, led by local, experienced guides, with distinct focus on wildlife, hiking national parks and culture. Off the Beaten Path offerings include insider national park experiences in the Rocky Mountains, Desert Southwest, and Alaska, as well as unique trips across Central and South America, Oceania, Europe and Africa.

DuVine Cycling + Adventure Company (“DuVine”) provides intimate cycling adventures and travel experiences, led by expert guides, with a focus on connecting with local character and culture, including high-quality local cuisine and accommodations. International cycling tours include the exotic Costa Rican rainforests, the rocky coasts of Ireland and the vineyards of Spain, while cycling adventures in the United States include cycling beneath the California redwoods, pedaling through Vermont farmland and wine tastings in the world-class vineyards of Napa and Sonoma.

Classic Journeys, LLC (“Classic Journeys”) offers highly curated active small-group and private custom journeys centered around cinematic walks led by expert local guides in over 50 countries around the world. These walking tours are highlighted by luxury boutique accommodations, and handcrafted itineraries that immerse guests into the history and culture of the places they are exploring and the people who live there.

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

We operate two segments consisting of (i) the Lindblad segment, which consists of the operations of our Lindblad brand, and (ii) the Land Experiences segment, consisting of our Natural Habitat, Off the Beaten Path, DuVine, Classic Journeys brands and the Thomson Group.

First Quarter Highlights

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

During February 2026, we signed an agreement with Earthwatch Institute (“Earthwatch”), where Natural Habitat will market, sell and operate Earthwatch branded tours where guests can join scientists studying such topics as climate effects on wildlife and geography, conservation, biodiversity and archaeology.

During March 2026, we increased our ownership of Natural Habitat by 5% to 95.1% for $16.6 million, as Mr. Bressler, Founder and Chief Executive Officer of Natural Habitat, exercised a portion of his put option.

The discussion and analysis of our results of operations and financial condition are organized as follows:

• a description of certain line items and operational and financial metrics we utilize to assist us in managing our business;
• results and a comparable discussion of our consolidated and segment results of operations;
• a discussion of our liquidity and capital resources, including future capital and contractual commitments and potential funding sources; and
• a review of our critical accounting policies.

Financial Presentation

Description of Certain Line Items

Tour revenues

Tour revenues consist of the following:

• Guest ticket revenues recognized from the sale of guest tickets; and
• Other tour revenues from the sale of pre- or post-expedition excursions, hotel accommodations, air transportation to and from the ships and excursions, goods and services rendered onboard that are not included in guest ticket prices, trip insurance, and cancellation fees.

Cost of tours

Cost of tours includes the following:

• Direct costs associated with revenues, including cost of pre- or post-expedition excursions, hotel accommodations, and land-based expeditions, air and other transportation expenses, and cost of goods and services rendered onboard;
• Payroll costs and related expenses for shipboard and expedition personnel;
• Food costs for guests and crew, including complimentary food and beverage amenities for guests;
• Fuel costs and related costs of delivery, storage and safe disposal of waste; and
• Other tour expenses, such as land costs, port costs, repairs and maintenance, equipment expense, drydock, ship insurance, charter hire costs and credit card fees.

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Selling and marketing

Selling and marketing expenses include commissions, royalties and a broad range of advertising and promotional expenses.

General and administrative

General and administrative expenses include the cost of shoreside vessel support, reservations and other administrative functions, including salaries and related benefits, professional fees and rent.

Operational and Financial Metrics

We use a variety of operational and financial metrics, including non-GAAP financial measures, such as Adjusted EBITDA, Net Yields, Occupancy and Net Cruise Costs, to enable us to analyze our performance and financial condition. We utilize these financial measures to manage our business on a day-to-day basis and believe that they are the most relevant measures of performance. Some of these measures are commonly used in the cruise and tourism industry to evaluate performance. We believe these non-GAAP measures provide expanded insight to assess revenue and cost performance, in addition to the standard GAAP-based financial measures. There are no specific rules or regulations for determining non-GAAP measures, and as such, they may not be comparable to measures used by other companies within the industry.

The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. You should read this discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and the related notes thereto also included within.

Adjusted EBITDA is defined by us as, net income (loss) excluding depreciation and amortization, net interest expense, income tax expense or benefit, foreign currency gains or losses and other certain non-operating items. Other non-operating items excluded, include such items as stock-based compensation, reorganization costs, executive severance costs, debt refinancing costs, acquisition-related expenses and other non-recurring charges. We believe Adjusted EBITDA, when considered along with other performance measures, is a useful measure to evaluate operating performance and trends. We believe this measure provides additional insight into underlying operating results by excluding items that may not be indicative of ongoing performance. Adjusted EBITDA is not intended to be a measure of liquidity or financial performance under GAAP and should not be considered in isolation or as a substitute for GAAP measures such as net income or cash flows from operations. Our definition and use of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.

The following metrics apply to our Lindblad segment:

Adjusted Net Cruise Cost represents Net Cruise Cost adjusted for non-GAAP other supplemental adjustments which include certain non-operating items such as stock-based compensation, and acquisition-related expenses.

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

Gross Cruise Cost represents the sum of cost of tours plus, selling and marketing expenses, and general and administrative expenses.

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

Guest Nights Sold represents the number of guests carried for the period multiplied by the number of nights sailed within the period.

Maximum Guests is a measure of capacity and represents the maximum number of guests in a period and is based on double occupancy per cabin (except single occupancy for a single capacity cabin).

Net Cruise Cost represents Gross Cruise Cost excluding commissions and certain other direct costs of guest ticket revenues and other tour revenues.

Net Cruise Cost Excluding Fuel represents Net Cruise Cost excluding fuel costs.

Net Yield represents tour revenues less insurance proceeds, commissions and direct costs of other tour revenues.

Net Yield per Available Guest Night represents Net Yield divided by Available Guest Nights.

Number of Guests represents the number of guests who travel with us in a period.

Occupancy is calculated by dividing Guest Nights Sold by Available Guest Nights.

Voyages represent the number of ship expeditions completed during the period.

The following metrics apply to our Land Experiences segment:

Guests represents the number of guests who travel with us in a period.

Departures represent the number of trips, tours, treks and safaris completed during the period.

Foreign Currency Translation

The U.S. dollar, and Tanzanian and Kenyan shilling are the functional currencies in our foreign operations and re-measurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses in the condensed consolidated statements of operations.

Seasonality

Traditionally, our Lindblad brand tour revenues are mildly seasonal, historically larger in the first and third quarters. The seasonality of our operating results fluctuates due to our vessels being taken out of service for scheduled maintenance or drydocking, which is typically during nonpeak demand periods, generally in the second and fourth quarters. Our drydock schedules are subject to cost and timing differences from year-to-year due to the availability of shipyards for certain work, drydock locations based on ship itineraries, operating conditions experienced especially in the polar regions and the applicable regulations of class societies in the maritime industry, which require more extensive reviews periodically. Drydocking impacts operating results by reducing tour revenues and increasing cost of tours. Our Natural Habitat, Off the Beaten Path, DuVine, Classic Journeys brands and Thomson Group are seasonal businesses, with the majority of Natural Habitat’s tour revenue recorded in the third and fourth quarters from its summer season departures and polar bear tours, the majority of Off the Beaten Path and DuVine’s revenues are recorded during the second and third quarters from their spring and summer season departures, and the majority of Thomson Group’s revenues being recorded during the third quarter from the height of their safari season tours, while Classic Journeys’ revenue is somewhat less seasonal with the majority of revenues recorded during their second, third and fourth quarters.

Results of Operations — Consolidated

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

(In thousands)

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

Tour Revenues

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

Cost of Tours

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

General and Administrative

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

Selling and Marketing

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

Depreciation and Amortization

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

Other Income (Expense)

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

Results of Operations — Segments

Selected information for our reportable segments is below. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Percentages that are not meaningful to the change are noted as NM in the table.

(In thousands)

Guest Metrics — Lindblad Segment

The following table sets forth our Available Guest Nights, Guest Nights Sold, Occupancy, Maximum Guests, Number of Guests and Voyages:

The following table shows the calculations of Gross and Net Yield. Gross Yield is calculated by dividing Tour Revenues by Available Guest Nights and Net Yield is calculated by dividing Net Revenue by Available Guest Nights:

(In thousands, except for Available Guest Nights, Gross and Net Yield per Available Guest Night)

The following table reconciles operating income to our Net Yield Guest Metric for the Lindblad Segment:

(In thousands)

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The following table shows the calculations of Gross and Net Cruise Costs:

(In thousands, except for Available Guest Nights, Gross and Net Cruise Cost per Avail. Guest Night)

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

Tour Revenues

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

Operating Income

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

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

The following table shows number of guests and the number of tour departures in the Land Experiences Segment:

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Tour Revenues

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

Operating Income

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

Adjusted EBITDA

The following table outlines the reconciliation of net income (loss) to Adjusted EBITDA on a consolidated basis and for each reportable segment. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

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

(In thousands)

The following tables outline the reconciliation for each reportable segment from operating income to Adjusted EBITDA.

Reconciliation of Operating Income to Adjusted EBITDA — Segments

(In thousands)

(In thousands)

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Liquidity and Capital Resources

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

As of March 31, 2026, we had $675.0 million in long-term debt obligations, including the current portion of long-term debt. We believe that our cash on hand and expected future operating cash inflows as well as availability under our Revolving Credit Facility will be sufficient to fund operations, debt service requirements and necessary capital expenditures for at least the next 12 months.

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

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

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

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

Funding Sources

Debt Facilities

7.00% Notes

We have $675.0 million in senior secured notes outstanding (the “7.00% Notes”). The 7.00% Notes bear interest at a rate of 7.00% per year, payable semiannually in arrears on March 15 and September 15 of each year and are due September 15, 2030, subject to earlier repurchase or redemption. Refer to Note 5 in the Notes to Condensed Consolidated Financial Statements for a further description of the 7.00% Notes.

Revolving Credit Facility

We have a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate amount of $60.0 million, maturing August 2030. As of March 31, 2026, we had no borrowings under the Revolving Credit Facility. Refer to Note 5 in the Notes to Condensed Consolidated Financial Statements for a further description of the Revolving Credit Facility.

Covenants

The 7.00% Notes and Revolving Credit Facility contain covenants that, among other things, restrict our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments. These covenants are subject to a number of important exceptions and qualifications set forth in the 7.00% Notes and Revolving Credit Facility. As of March 31, 2026, we were in compliance with the covenants currently in effect.

Equity

Preferred Stock

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

Funding Needs

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

Critical Accounting Policies

Our preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. For a detailed discussion of our Critical Accounting Policies, please see our 2025 Annual Report, where we have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application. There have been no significant changes to our accounting policies from those disclosed in the 2025 Annual Report.

We may be exposed to a market risk for interest rates related to our revolving credit facility. As of March 31, 2026 no amounts were outstanding under the revolving credit facility. There have otherwise been no other material changes in our exposure to market risks from the information set forth in the “Quantitative and Qualitative Disclosures About Market Risk” sections contained in our 2025 Annual Report.

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) were effective as of March 31, 2026 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART 2. OTHER INFORMATION

We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. The risks and uncertainties that we believe are most important for you to consider are discussed under the heading “Risk Factors” in the 2025 Annual Report.