Pursuit Attractions and Hospitality, Inc. PRSU Form 10-Q filing Q3 FY2025

Unless the context requires otherwise, for periods presented in this report, “we,” “us,” “our,” “the Company,” and “Pursuit” refer to Pursuit Attractions and Hospitality, Inc. and our consolidated subsidiaries.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

See accompanying Notes to Condensed Consolidated Financial Statements.

1

See accompanying Notes to Condensed Consolidated Financial Statements.

2

See accompanying Notes to Condensed Consolidated Financial Statements.

3

See accompanying Notes to Condensed Consolidated Financial Statements.

4

See accompanying Notes to Condensed Consolidated Financial Statements.

5

See accompanying Notes to Condensed Consolidated Financial Statements.

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PURSUIT ATTRACTIONS AND HOSPITALITY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. OVERVIEW AND BASIS OF PRESENTATION

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements (Condensed Consolidated Financial Statements) were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by GAAP or United States Securities and Exchange Commission (“SEC”) rules and regulations for complete financial statements. These financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These Condensed Consolidated Financial Statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 17, 2025 (“2024 Form 10-K”).

The Condensed Consolidated Financial Statements include the accounts of Pursuit and its subsidiaries. We have eliminated all significant intercompany account balances and transactions in consolidation.

Certain prior year balances have been reclassified to conform to current year presentation.

Nature of Business

We are a global attractions and hospitality company that owns and operates a collection of inspiring and unforgettable travel experiences in iconic destinations. We are managed on a consolidated basis for purposes of assessing performance and making operating decisions. Accordingly, we are deemed to be a single operating segment.

On October 20, 2024, Pursuit (formerly known as Viad Corp) entered into an Equity Purchase Agreement (the “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”). 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.

On December 31, 2024, we completed the sale of the GES Business to Truelink Capital (“GES Sale”) and relaunched Viad Corp as Pursuit Attractions and Hospitality, Inc., a standalone attractions and hospitality company with a singular focus on delivering unforgettable experiences in iconic destinations. We began trading under a new NYSE ticker symbol, PRSU, on January 2, 2025.

We determined that the sale of the GES Business met the criteria to be classified as a discontinued operation. Accordingly, we have accounted for the GES Business as a discontinued operation in this Quarterly Report on Form 10-Q. 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.

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 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 for additional information. The financial results of Tabacón are consolidated in our financial statements prospectively from the date of acquisition.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Impact of Recent Accounting Pronouncements

The following table provides a brief description of recent accounting pronouncements:

Standard Description Date of adoption Effect on the financial statements

Standards Not Yet Adopted

Accounting Standards Update (“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 our footnote disclosures within the scope of this new standard with no impacts to our Condensed 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 We are still in the process of evaluating what impact the new standard will have on our Condensed 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 our footnote disclosures within the scope of this new standard with no impacts to our Condensed Consolidated Financial Statements.

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 financial statements and the reported amounts of revenue and costs and expenses during the reported period. Estimates and assumptions are used in accounting for, among other things: impairment testing of recorded goodwill and 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 Condensed Consolidated Statements of Cash Flows include:

Insurance Recoveries

Receipts from insurance up to the amount of the recognized losses are considered recoveries and are accounted for when they are probable of receipt. 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 our properties throughout the region were spoiled and written off. We also incurred other costs related to restoration efforts.

During 2024, we recorded estimated losses incurred 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 the nine months ended September 30, 2025, we received additional insurance proceeds relating to the losses of approximately $6.5 million. Additionally, during the three and nine months ended September 30, 2025, we received approximately $4.2 million in business interruption insurance proceeds, which were recorded as a gain included in “Other (income) expense, net” in the Condensed Consolidated Statements of Operations. As of September 30, 2025, total insurance proceeds received to date related to the Jasper wildfires were $23.7 million. We are still in the process of determining whether additional recoveries will be received for losses incurred or business interruption.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Immaterial Correction to Prior Period Financial Statements

During the three months ended June 30, 2025, we identified a multi-year error in the presentation of the Condensed 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 Condensed Consolidated Financial Statements. We evaluated the error and concluded it was not material to prior periods, individually or in the aggregate. However, we corrected the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 to conform to the current year presentation.

The following table reflects the effects of the correction on all affected line items of the previously reported Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024:

(1) The “as previously reported” amounts for “comprehensive income attributable to non-redeemable noncontrolling interest” are a combination of the amounts previously reported under the financial statement line items for “comprehensive income attributable to non-redeemable noncontrolling interest” and “unrealized foreign currency translation adjustments.”

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2. REVENUE AND RELATED CONTRACT LIABILITIES

Contract Liabilities

Our 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. We recognize revenue when the service has been provided or the product has been delivered. When we extend credit, 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. We periodically receive customer deposits prior to transferring the related product or service to the customer, which are recorded as “Contract liabilities” in the Condensed Consolidated Balance Sheets. The contract liabilities are recognized as revenue upon satisfaction of the related contract performance obligation(s). The contract liabilities as of December 31, 2024 have been primarily recognized in revenue during 2025.

Disaggregation of Revenue

The following tables disaggregate revenue by major service and product lines, timing of revenue recognition, and markets served:

(1) Beginning on January 1, 2025, the Prince of Wales Hotel is reported as a part of the Banff Jasper Collection; whereas prior to 2025, the Prince of Wales Hotel was reported under the Glacier Park Collection. Prior year amounts for the three and nine months ended September 30, 2024 have been retrospectively adjusted to reflect this change.

(2) Tabacón (as defined in Note 4, Acquisitions) was acquired by Pursuit on July 1, 2025. Accordingly, the revenue of Tabacón is included in our results of operations prospectively from the date of acquisition.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3. SHARE-BASED COMPENSATION

We grant share-based compensation awards to our 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.

The following table summarizes share-based compensation expense:

(1)

The income tax benefit amount for all periods primarily reflects the tax benefit associated with shared-based compensation granted to our Canadian-based employees.

NOTE 4. ACQUISITIONS

Tabacón Thermal Resort & Spa

On July 1, 2025, we entered into a Share Purchase Agreement with the shareholders of ITA, pursuant to which we acquired all of the issued and outstanding shares of ITA for an aggregate purchase price of $108.3 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. We funded the purchase price primarily with borrowings under the 2025 Revolving Credit Facility (as defined in Note 11 – 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:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Under the acquisition method of accounting, the cash consideration we 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 us to expand into a new geography with future growth opportunities when combined with our other businesses. Additionally, Costa Rica represents an operation which we expect will generate revenue more evenly over the course of the calendar year to complement to our existing North American operations. Goodwill is not deductible for tax purposes.

Intangible assets acquired include $4.9 million for the Tabacón trade name, which we consider 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 nine months ended September 30, 2025, which are included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations. The financial results of Tabacón are consolidated in our financial statements prospectively from the date of acquisition on July 1, 2025.

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

Jasper SkyTram

On December 31, 2024, we 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 our Jasper lodges. On-site amenities include an interpretive boardwalk, easy access to hiking trails, and light culinary offerings.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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. During the nine months ended September 30, 2025, we made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation. The purchase price allocation is not yet final and is subject to change within the measurement period (up to one year from the acquisition date) as the valuation of property and equipment and intangible assets is finalized.

Under the acquisition method of accounting, the 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 our other businesses. Goodwill is deductible for tax purposes.

The following table details the Jasper SkyTram purchase price allocated to intangible assets acquired:

Transaction costs associated with the acquisition were $0.4 million during 2024, which are included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations. The acquired assets have been included in the Condensed Consolidated Financial Statements prospectively from the date of acquisition.

NOTE 5. DISCONTINUED OPERATIONS

On December 31, 2024, Pursuit (formerly known as 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.

We determined that the sale of the GES Business 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 our operations and financial results. Accordingly, the Condensed Consolidated Statements of Operations have been adjusted for all prior periods to reflect the GES Business as discontinued operations.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes the results of the GES Business presented within discontinued operations in the Condensed Consolidated Statements of Operations:

(1)

On December 31, 2024, in connection with the sale of the GES Business, 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. In accordance with ASC 205-20, we 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 our consolidated net assets and consolidated debt. We allocated interest expense to discontinued operations of $8.0 million and $25.6 million during the three and nine months ended September 30, 2024, respectively.

We incurred transaction costs in connection with the sale of the GES Business of $3.7 million and $6.1 million during the three and nine months ended September 30, 2024, respectively, which are included in discontinued operations. These costs primarily include third-party advisory, consulting, legal, and professional fees.

NOTE 6. OTHER CURRENT ASSETSOther current assets consisted of the following:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 7. PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

Depreciation expense was $10.6 million and $30.1 million during the three and nine months ended September 30, 2025, respectively. Depreciation expense was $10.1 million and $28.7 million during the three and nine months ended September 30, 2024, respectively.

NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

The changes in the goodwill carrying amount include:

(1)

See Note 4 – Acquisitions for additional information.

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. We use a discounted expected future cash flow methodology (income approach) to estimate the fair value of our reporting units for purposes of goodwill impairment testing. As of September 30, 2025, we do not believe there have been any significant changes to the outlook for the future years or to the risk profile of our reporting units that would indicate that goodwill impairment testing between annual tests is required.

Other intangible assets consisted of the following:

(1)

See Note 4 – Acquisitions for additional information.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Intangible asset amortization expense (excluding amortization expense of right-of-use (“ROU”) assets) was $0.9 million and $2.4 million during the three and nine months ended September 30, 2025, respectively. Intangible asset amortization expense was $0.7 million and $2.0 million during the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, the estimated future definite-lived intangible asset amortization expense includes:

NOTE 9. OTHER CURRENT LIABILITIESOther current liabilities consisted of the following:

NOTE 10. OTHER DEFERRED ITEMS AND LIABILITIESOther deferred items and liabilities consisted of the following:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 11. DEBT AND FINANCE LEASE OBLIGATIONS

Debt and finance lease obligations consisted of the following:

(1)

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

(2)

See Note 17 – Leases and Other for additional information.

(3)

The estimated fair value of total debt and finance lease obligations was $126.9 million and $70.6 million as of September 30, 2025 and December 31, 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 12 – Fair Value Measurements for additional information.

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 will provide us 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 September 30, 2025, we were in compliance with all financial covenants under the 2025 Credit Agreement.

Interest rates for U.S. dollar borrowings are based on the SOFR. We also have 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%.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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. We also have 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 our 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 our total net leverage ratio.

As of September 30, 2025, capacity remaining under the 2025 Revolving Credit Facility was $240.6 million, reflecting the $300 million total facility size, less $53.8 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 September 30, 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 September 30, 2025, we were 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 our 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 September 30, 2025, there were no outstanding borrowings, and capacity remaining under the Jasper Revolving Credit Facility was $10.0 million Canadian dollars (approximately $7.2 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 Attractions ehf. (“Esja”), entered into a credit agreement with a €5.0 million (approximately $5.6 million U.S. dollars) credit facility (the “Flyover Iceland Credit Facility”) with an original maturity date of March 1, 2022. The loan proceeds were used to complete the development of the Flyover Iceland attraction. The loan bears interest at the three month EURIBOR plus 5.5%.

Flyover Iceland entered into an addendum effective December 1, 2021 wherein the principal payments were deferred for twelve months beginning December 1, 2021, with equal quarterly principal payments due beginning December 1, 2022 and the maturity date was extended to September 1, 2027.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On February 27, 2024, Flyover Iceland reached an agreement to amend and extend the Flyover Iceland Credit Facility, wherein the principal payments were deferred for six months beginning March 1, 2024, with equal quarterly principal payments due beginning September 1, 2024 and a maturity date of September 1, 2029. The amended terms also include a modification of the financial covenants and an adjustment of the interest rate to three month EURIBOR plus 5.5%, decreasing to 4.9% once Flyover Iceland’s leverage ratio is below 4.00 to 1.00. As of September 30, 2025, we were in compliance with all financial covenants under the Flyover Iceland Credit Facility.

NOTE 12. 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 assets and liabilities measured at fair value on a recurring basis consisted of the following:

(1)

Other mutual funds are included in “Other investments and assets” in the Condensed 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. As of September 30, 2025, we did not hold any assets that required disclosure under the fair value guidance. See Note 11 – Debt and Finance Lease Obligations for the estimated fair value of debt obligations.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 13. INCOME (LOSS) PER SHARE

The components of basic and diluted income (loss) per share consisted of the following:

(1)

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 stockholders 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. We apply 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 interest is reflected in income (loss) per common share.

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PURSUIT ATTRACTIONS AND HOSPITALITY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

NOTE 14. ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in accumulated other comprehensive loss (“AOCL”) by component include:

Amounts reclassified from AOCL that relate to our defined benefit pension and postretirement plans include the amortization of prior service costs and actuarial net losses recognized during each period presented. We recorded these costs as components of net periodic cost for each period presented. See Note 16 –Pension and Postretirement Benefits for additional information.

22

PURSUIT ATTRACTIONS AND HOSPITALITY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 15. INCOME TAXES

Our effective tax rate was 16.8% and 22.7% for the three and nine months ended September 30, 2025, respectively. Our effective tax rate was 17.2% and 34.8% for the three and nine months ended September 30, 2024, respectively.

The income tax provision was computed based on our estimated annualized effective tax rate and the full-year forecasted income or loss plus the tax impact of unusual, infrequent, or nonrecurring significant items during the period. The amount and change of pre-tax income and loss recognized between jurisdictions impacted the reported effective tax rate for the nine months ended September 30, 2025, as we do not recognize a tax benefit primarily on losses in the United States where we have a valuation allowance, while recognizing tax expense in Canada, Costa Rica and Iceland.

During the nine months ended September 30, 2025, we recognized a tax benefit of $3.2 million associated with the release of valuation allowances recorded against Canadian net operating losses, as well as the termination of the Giltspur, Inc. Employees’ Pension Plan. During the nine months ended September 30, 2024, we recorded a $0.4 million expense to record estimated withholding taxes associated with repatriating all of Sky Lagoon’s earnings back to the United States and a valuation allowance against the tax credit generated from this withholding tax.

We paid net cash for income taxes of $18.4 million during the nine months ended September 30, 2025, of which $11.2 million was paid to U.S. federal and state taxing authorities and $5.2 million was paid to Canadian taxing authorities. We paid net cash for income taxes of $10.1 million during the nine months ended September 30, 2024, primarily to Canadian taxing authorities.

NOTE 16. PENSION AND POSTRETIREMENT BENEFITS

The components of net periodic benefit cost (gain) of our pension and postretirement benefit plans consisted of the following:

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PURSUIT ATTRACTIONS AND HOSPITALITY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

We expect to contribute $1.9 million to our funded pension plans, $1.4 million to our unfunded pension plans, and $0.8 million to our postretirement benefit plans in 2025. During the nine months ended September 30, 2025, we contributed $1.8 million to our funded pension plans, $1.3 million to our unfunded pension plans, and $0.5 million to our postretirement benefit plans. Additionally, during the nine months ended September 30, 2025, we completed the termination and settlement of the Giltspur, Inc. Employees’ Pension Plan, which resulted in a reclassification of previously recorded prior service cost and net actuarial loss within AOCL to other expense, net of approximately $5.4 million.

NOTE 17. LEASES AND OTHER

The balance sheet presentation of our operating and finance leases is as follows:

The components of lease expense consisted of the following:

Other information related to operating and finance leases are as follows:

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PURSUIT ATTRACTIONS AND HOSPITALITY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of September 30, 2025, the estimated future minimum lease payments under non-cancellable leases, excluding variable leases and variable non-lease components, include:

As of September 30, 2025, the estimated future minimum rental income under non-cancellable leases, which includes rental income from facilities that we own, include:

NOTE 18. LITIGATION, CLAIMS, CONTINGENCIES, AND OTHER

Litigation and Regulatory Proceedings

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. Although the amount of liability as of September 30, 2025 with respect to unresolved legal matters is not ascertainable, we believe that any resulting liability, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on our business, financial position, or results of operations.

On July 18, 2020, one of our off-road Ice Explorers was involved in an accident while enroute to the Athabasca Glacier, resulting in three fatalities and multiple other serious injuries. We immediately reported the accident to our relevant insurance carriers, who have supported our investigation and subsequent claims relating to the accident. In May 2023, we 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). We continue to manage our legal defense of various claims from the victims and their families. In addition, we believe that our reserves and, subject to customary deductibles, our insurance coverage is sufficient to cover potential claims related to this accident.

25

PURSUIT ATTRACTIONS AND HOSPITALITY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

We are subject to various United States federal, state, and foreign laws and regulations governing the prevention of pollution and the protection of the environment in the jurisdictions in which we have or had operations. If we fail to comply with these environmental laws and regulations, civil and criminal penalties could be imposed, and we could become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the case with many companies, we also face exposure to actual or potential claims and lawsuits involving environmental matters relating to our past operations. As of September 30, 2025, we had environmental remediation liabilities of $1.1 million related to previously sold operations. Although we are a party to certain environmental disputes, we believe that any resulting liabilities, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on our financial position or results of operations.

Guarantees

As of September 30, 2025, we had certain obligations under guarantees to third parties. These guarantees are not subject to liability recognition in the Condensed Consolidated Financial Statements and relate to leased facilities and equipment leases entered into by our subsidiary operations. We 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 we would be required to make under all guarantees existing as of September 30, 2025 would be approximately $41.9 million. These guarantees relate to our leased equipment and facilities through December 2038. There are no recourse provisions that would enable us to recover from third parties any payments made under the guarantees. Furthermore, there are no collateral or similar arrangements pursuant to which we could recover payments.

NOTE 19. NONCONTROLLING INTERESTS - REDEEMABLE AND NON-REDEEMABLE

Redeemable noncontrolling interest

On November 3, 2017, we acquired the controlling interest (54.5% of the common stock) in Esja, a private corporation in Reykjavik, Iceland. Subsequent to additional capital contributions, our equity ownership increased to 56.4%, which is our current equity ownership as of September 30, 2025. Through Esja and its wholly-owned subsidiary, we operate the Flyover Iceland attraction.

The minority Esja shareholders had the right to sell (or “put”) their Esja shares to us based on a multiple of 5.0x EBITDA as calculated on the trailing 12 months from the most recently completed quarter before the put option exercise. The put option was only exercisable after August 2022 (the “Reference Date”), and in the event the Flyover Iceland attraction had earned a minimum of €3.25 million in unadjusted EBITDA during the most recent fiscal year and during the trailing 12-month period prior to exercise (the “Put Option Condition”). The put option was exercisable during a period of 12 months following the Reference Date (the “Option Period”) if the Put Option Condition had been met. If the Put Option Condition had not been met during the first Option Period, the Reference Date was extended for an additional 12 months up to three times. If the Flyover Iceland attraction had not achieved the Put Option Condition by December 31, 2024, the put option would expire. As of December 31, 2024, the Flyover Iceland attraction did not achieve the Put Option Condition and such option expired. The redeemable noncontrolling interest owned by Esja was reclassified to non-redeemable noncontrolling interest and is presented within stockholders’ equity in the Condensed Consolidated Balance Sheets.

The noncontrolling interest’s carrying value was determined by the fair value of the noncontrolling interest as of the acquisition date and the noncontrolling interest’s share of the subsequent net income or loss. This value was benchmarked against the redemption value of the sellers’ put option. The carrying value was adjusted to the redemption value, provided that it did not fall below the initial carrying value, as determined by the purchase price allocation. We made a policy election to reflect any changes caused by such an adjustment to retained earnings (accumulated deficit), rather than to current earnings (loss).

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PURSUIT ATTRACTIONS AND HOSPITALITY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Non-redeemable noncontrolling interest

Non-redeemable noncontrolling interest represents the portion of equity in a subsidiary that is not attributable, directly or indirectly, to us. Our non-redeemable noncontrolling interest relates to the equity ownership interest that we do not own. Changes in the non-redeemable noncontrolling interest consisted of the following:

(1)

During the three and nine months ended September 30, 2025, we purchased the remaining 20% equity ownership share of Glacier Park, Inc. that was held by a noncontrolling interest for $13.0 million. As a result, the difference between the balance of the noncontrolling interest at the time of purchase and the cash paid was recorded as an increase to additional capital on our Condensed Consolidated Balance Sheet.

(2)

Includes Mountain Park Lodges and the Golden Skybridge at Brewster, part of the Banff Jasper Collection.

NOTE 20. SEGMENT INFORMATION

On December 31, 2024, we completed the GES Sale. Prior to the GES Sale, our three operating segments comprised Pursuit, GES Exhibitions, and Spiro. As a result of the GES Sale, the operating results and cash flows for the GES Business have been classified as discontinued operations within the Condensed Consolidated Financial Statements for all periods presented. See Note 5 – Discontinued Operations for additional information. Following our relaunch as Pursuit, our Board of Directors appointed a new President and Chief Executive Officer, who is our chief operating decision maker (“CODM”).

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. Our CODM manages the business on a consolidated basis and accordingly we have a single operating and reportable segment. We derive revenue through our collection of travel experiences including attractions and hospitality, along with integrated restaurants, retail, and transportation.

Our CODM assesses performance of our single reportable segment and decides how to allocate resources based on income from continuing operations, which is reported on the Condensed Consolidated Statements of Operations as “Income from continuing operations.” Our CODM uses income from continuing operations to monitor actual results versus our forecasted plan, which is used in assessing performance and in establishing management compensation.

27

PURSUIT ATTRACTIONS AND HOSPITALITY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The financial information, including significant single segment expense categories regularly provided to our CODM, are included in the following table including a reconciliation to income from continuing operations:

(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, credit card fees and certain overhead expenses.

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

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, 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.

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Sale of the GES Business and Viad Corp Transformation into Pursuit

On October 20, 2024, Pursuit (formerly known as Viad Corp) entered into an Equity Purchase Agreement (the “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 GES Business. 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.

On December 31, 2024, we completed the sale of the GES Business to Truelink Capital and relaunched Viad Corp as Pursuit Attractions and Hospitality, Inc., a standalone attractions and hospitality company with a singular focus on delivering unforgettable experiences in iconic destinations. We began trading under a new NYSE ticker symbol, PRSU, on January 2, 2025.

We determined that the sale of the GES Business met the criteria to be classified as a discontinued operation. Accordingly, we have accounted for the GES Business as a discontinued operation in this Quarterly Report on Form 10-Q. 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 Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information.

Acquisition of Tabacón Thermal Resort & Spa

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 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 Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information. The financial results of Tabacón are consolidated in our financial statements prospectively from the July 1, 2025 acquisition date.

Seasonality

Peak activity for the majority of our operations historically occurs during the summer months. During 2024, 77% of our revenue was earned in the second and third quarters. However, our recent acquisition of Tabacón represents an operation which we expect will generate revenue more evenly over the course of the calendar year.

Results of Operations

The following table presents total revenue by line of business:

(1)

Revenue by line of business does not agree to Note 2 – Revenue and Related Contract Liabilities to the Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) as the amounts in the above table include product revenue from food and beverage and retail operations within each line of business.

Attractions revenue increased $31.7 million during the three months ended September 30, 2025 primarily due to a 21.9% increase in the number of visitors, which was impacted by the Jasper wildfires in the prior year, as well as higher revenue per attraction visitor of 8.7%. Additionally, our Jasper SkyTram attraction, which we acquired on December 31, 2024, and Tabacón, which we acquired in July 2025, contributed combined incremental revenue of $4.3 million during the three months ended September 30, 2025. Attractions revenue increased $44.2 million during the nine months ended September 30, 2025 primarily due to a 14.2% increase in the number of visitors, which was impacted by the Jasper wildfires in the prior year, as well as higher revenue per attraction visitor of 9.5%. Additionally, the Jasper SkyTram attraction, Tabacón, and our Flyover Chicago attraction, which opened on March 1, 2024, contributed combined incremental revenue of $7.3 million during the nine months ended September 30, 2025.

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Hospitality revenue increased $26.7 million during the three months ended September 30, 2025 primarily due to a 35.0% increase in Revenue per Available Room (“RevPAR”) and an increase in available room nights of 5.2%, both primarily due to the impact of the Jasper wildfires in the prior year, revenue management efforts and overall increased guest demand. Hospitality revenue increased $30.2 million during the nine months ended September 30, 2025 primarily due to a 26.0% increase in RevPAR driven by revenue management efforts and increased guest demand, partially offset by a decrease in available room nights of 0.6% due to ongoing renovations work at the Forest Park Woodland Wing. Additionally, Tabacón contributed incremental revenue of $5.6 million during the three and nine months ended September 30, 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 tables provide our key performance indicators:

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(1)

Same-Store metrics generally include only attractions and lodging properties that we operated at full capacity, considering seasonal closures, for the entirety of the 2025 and 2024 periods presented. Accordingly, Tabacón, Apgar Lookout Retreat, Eddie’s Cafe & Mercantile, Montana House, Flyover Chicago, and the Jasper SkyTram are excluded from same-store metrics. Additionally, attractions and lodging properties that were temporarily closed due to the Jasper wildfires in July 2024 are comparably excluded for the three months ended September 30, 2025. Forest Park Hotel Woodland Wing is excluded from the comparable same-store figures in the table above for the first six months of each year due to the refresh of that property in 2025. 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 the three months ended September 30, 2025, attractions ticket revenue on a same-store basis increased $7.6 million, driven by an 8.7% increase in effective ticket price and a 3.8% increase in visitors. During the nine months ended September 30, 2025, attractions ticket revenue on a same-store basis increased $15.2 million, driven by a 9.9% increase in effective ticket price and a 2.7% 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 experience, which included the addition of a larger ritual area and the debut of Skjól, a seven step ritual which opened in August 2024.

Hospitality. Rooms revenue on a same-store basis for the three months ended September 30, 2025 increased $2.3 million on a 6.3% increase in RevPAR. Rooms revenue on a same-store basis for the nine months ended September 30, 2025 increased $4.8 million on a 7.9% increase in RevPAR. The increases in RevPAR for the three and nine months ended September 30, 2025 were primarily due to increases in ADR, particularly at our lodges in Banff, Alberta and Glacier Park, Montana.

Other Expenses

** Change is greater than +/- 100%.

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Operating expenses (exclusive of depreciation and amortization) – The increase in operating expenses for the three months ended September 30, 2025 compared to the prior year period was primarily due to increases in variable costs associated with increased transaction volumes and revenue, including increases of $6.1 million in labor expense, $3.8 million in commission and other variable revenue-based fees, $2.0 million in operating supplies and services, and other inflationary cost increases. The increase in operating expenses for the nine months ended September 30, 2025 compared to the prior year period was primarily due to increases in variable costs associated with increased transaction volumes and revenue, including increases of $7.5 million in labor expense, $5.3 million in commission and other variable revenue-based fees, an increase in allocated administrative expenses, and other inflationary cost increases. Additionally, the increases for the nine months ended September 30, 2025 were partially offset by the periodic remeasurement of the Sky Lagoon finance lease obligation, which resulted in an unrealized foreign exchange gain of $5.5 million.

Selling, general, and administrative expenses – The increase in selling, general and administrative expenses for the three and nine months ended September 30, 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 sale of the GES Business, as well as expenses associated with our acquisition of Tabacón) of $1.1 million and $9.4 million, respectively, along with an increase in variable compensation accruals associated with higher full-year expected performance targets.

Other (income) expense, net – During the three and nine months ended September 30, 2025, we recorded a gain of $4.2 million for business interruption proceeds received related to the Jasper wildfires within other (income) expense, net. Additionally, during the nine months ended September 30, 2025, we recorded a $5.4 million settlement charge associated with the termination of the Giltspur Inc. Employees’ Pension Plan within other (income) expense, net, which was reclassified from Accumulated Other Comprehensive Loss.

Impairment charges – During the three and nine months ended September 30, 2024, we recorded an asset impairment charge of $5.5 million related to site-specific engineering plans developed for Flyover Canada Toronto, for which our facility lease was terminated in August 2024. Additionally, we recorded an impairment charge of $0.6 million related to intangible assets of the Wilderness Kitchen, which was lost in the Jasper wildfires.

Income tax expense – The effective tax rate was 16.8% for the three months ended September 30, 2025 compared to 17.2% for the three months ended September 30, 2024, and 22.7% for the nine months ended September 30, 2025 compared to 34.8% for the nine months ended September 30, 2024. The decrease in the effective rate for the nine months ended September 30, 2025 compared to the prior year period was primarily attributable to a tax benefit of $3.2 million associated with the release of valuation allowances recorded against Canadian net operating losses, as well as the termination of the Giltspur, Inc. Employees’ Pension Plan.

(Loss) income from discontinued operations, net of tax – On December 31, 2024, we completed the sale of the GES Business. Accordingly, the operating results of the GES Business are included within discontinued operations for the three and nine months ended September 30, 2024.

Liquidity and Capital Resources

We believe that our existing sources of liquidity will be sufficient to fund operations and projected capital outlays for at least the next 12 months.

Our current sources of liquidity consisted of the following:

(1)

As of September 30, 2025, we held $32.0 million of our cash and cash equivalents outside of the United States.

(2)

As of September 30, 2025, the available capacity of our 2025 Revolving Credit Facility (as defined below) was the $300 million total facility size less $53.8 million of outstanding borrowings and $5.6 million in outstanding letters of credit.

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.

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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 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 will provide us with additional funds for operations, growth initiatives, acquisitions and other general corporate purposes. See Note 11 – Debt and Finance Lease Obligations to the Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information.

On July 1, 2025, we entered into a Share Purchase Agreement with the shareholders of ITA, pursuant to which we acquired all of the issued and outstanding shares of ITA for an aggregate purchase price of $108.3 million, which is net of customary post-closing adjustments for indebtedness, deferred revenue, working capital, and other specified matters in the Share 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 the nine months ended September 30, 2025, net cash provided by operating activities attributable to continuing operations was $99.8 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 unforgettable, inspiring experiences with high return potential through our Refresh, Build, Buy growth strategy. Our projected capital outlays may be adjusted for changes in the operating environment.

Capital Expenditures

For 2025, we have planned capital expenditures of approximately $71 million to $76 million. This includes approximately $38 million to $43 million on select growth projects, including the refresh of the Forest Park Hotel’s Woodland Wing. We expect to evaluate other selective investments to advance our Refresh, Build, Buy growth strategy while maintaining a solid 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 Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information. The expected payment timing 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

Operating Activities

Net cash provided by operating activities attributable to continuing operations increased $40.2 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to improved results from continuing operations, as discussed above.

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Investing Activities

Net cash used in investing activities attributable to continuing operations increased $107.9 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to cash paid for the acquisition of Tabacón, as well as an increase in capital expenditures, partially offset by an increase in insurance proceeds received during the nine months ended September 30, 2025 compared to the prior year period related to the Jasper wildfires.

Financing Activities

Net cash provided by financing activities attributable to continuing operations increased $108.4 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to net borrowings of $53.1 million during the nine months ended September 30, 2025 compared to net payments on debt and finance lease obligations of $63.4 million during the nine months ended September 30, 2024, as well as a reduction in dividends paid on convertible preferred stock of $5.9 million. These increases were partially offset by a $13.0 million cash payment during the nine months ended September 30, 2025 associated with the purchase of our Glacier Park, Inc. noncontrolling interest.

Critical Accounting Estimates

See Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Form 10-K for a discussion of our critical accounting estimates.

Impact of Recent Accounting Pronouncements

See Note 1 – Overview and Basis of Presentation to the Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risk exposure relates to fluctuations in interest rates and foreign exchange 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 during the three and nine months ended September 30, 2025 were 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 Condensed 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 Condensed Consolidated Balance Sheets. We do not currently hedge our equity risk arising from the translation of foreign denominated assets and liabilities. Stockholders’ equity includes cumulative unrealized foreign currency translation losses of $51.5 million and $62.9 million as of September 30, 2025 and December 31, 2024, respectively. We recorded an unrealized foreign currency translation gain of $15.5 million and loss of $7.7 million during the nine months ended September 30, 2025 and 2024, respectively, in the Condensed 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.

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 September 30, 2025, we had long-term contractual liabilities that were denominated in nonfunctional currencies of $46.4 million. As foreign exchange rates fluctuate, these liabilities are remeasured, and the corresponding adjustment is recorded in the Condensed Consolidated Statements of Operations. As of September 30, 2025 and December 31, 2024, we did not have any outstanding foreign currency forward contracts.

We are exposed to short-term and long-term interest rate risk on certain of our debt obligations.

Item 4. 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 September 30, 2025. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2025.

Changes in Internal Control over Financial Reporting

On July 1, 2025, we completed our acquisition of Tabacón. Tabacón was not previously subject to the rules and regulations promulgated under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and accordingly was not required to establish and maintain an internal control infrastructure meeting the standards promulgated under Sarbanes-Oxley. Our assessment of, and conclusion on, the effectiveness of our internal control over financial reporting as of September 30, 2025 did not include certain elements of the internal controls of Tabacón. This exclusion is in accordance with the SEC’s general guidance that an assessment of a recently acquired business may be omitted from our scope in the year of acquisition. Except as noted above, there have been no changes in Pursuit’s internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See Note 18 – Litigation, Claims, Contingencies, and Other to the Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for information regarding litigation and regulatory proceedings related to Pursuit, which information is incorporated by reference herein.

Item 1A. Risk Factors

There are various risks associated with the operations of Pursuit’s businesses. To provide a framework to understand our operating environment, an explanation of the significant risks associated with Pursuit’s businesses is provided in Part I, Item 1A – Risk Factors of our 2024 Form 10-K. There have been no material changes to our previously disclosed risk factors. In addition to information in this report, careful consideration should be given to the factors discussed in Part I, Item 1A – Risk Factors and Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Form 10-K, which could materially affect our business, financial condition, or future results.

Item 2. Unregistered Sales of Equity Securities AND Use of Proceeds

On August 6, 2025, we announced that our 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 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 the three months ended September 30, 2025, we did not repurchase any equity securities. As of September 30, 2025, $50 million remained authorized and available for common stock repurchases.

Item 5. OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

During the three months ended September 30, 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.

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Item 6. Exhibits

Exhibit Number Exhibit Description Incorporated by Reference / Form Incorporated by Reference / Period Ending Incorporated by Reference / Exhibit Incorporated by Reference / Filing Date

3.1 Restated Certificate of Incorporation of Viad Corp, as amended through July 1, 2004 10-Q 6/30/2004 3.A 8/9/2004 3.2 Amendment to the Restated Certificate of Incorporation of Pursuit Attractions and Hospitality, Inc. 8-K 3.1 1/3/2025 3.3 Amended and Restated Bylaws of Pursuit Attractions and Hospitality Inc. 8-K 3.2 1/3/2025 10.1 Second Amendment, dated September 26, 2025, to the Credit Agreement, dated January 3, 2025, by and among Pursuit Attractions and Hospitality, Inc. and the lenders party thereto 31.1 Certification of Chief Executive Officer of Pursuit Attractions and Hospitality, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer of Pursuit Attractions and Hospitality, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certifications of Chief Executive Officer and Chief Financial Officer of Pursuit Attractions and Hospitality, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema with embedded Linkbase Documents. (104) Cover Page formatted as Inline XBRL and contained in Exhibit 101

* Filed herewith.

** Furnished herewith.

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