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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 3, 2026
 
LINDBLAD EXPEDITIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
001-35898
  
27-4749725
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)
 
11 W 42nd Street, Suite 22 B3, New York, New York
  
10036
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number including area code: (212) 261-9000
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
         
Common Stock, par value $0.0001 per share
  
LIND
  
The NASDAQ Stock Market LLC
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
 
Item 1.01          Entry into a Material Definitive Agreement. 
 
 
On March 3, 2026, Lindblad Expeditions Holdings, Inc. (the “Company”) acquired an additional 5% interest in its subsidiary, Natural Habitat, Inc. (“Natural Habitat”), from Ben Bressler, Founder and Chief Executive Officer of Natural Habitat, bringing the Company’s total ownership of Natural Habitat to 95%. The acquisition was a result of the exercise of a put right by Mr. Bressler pursuant to the terms of a stockholders’ agreement executed originally in connection with the Company’s acquisition of Natural Habitat. The purchase price for the 5% interest was $16,586,787. Following the transfer, Mr. Bressler holds a 5% noncontrolling interest in Natural Habitat, which remains subject to a put/call arrangement set forth in the stockholders’ agreement.
 
 
Item 9.01          Financial Statements and Exhibits.
 
(d)
 Exhibits
 
 
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
LINDBLAD EXPEDITIONS HOLDINGS, INC.
(registrant)
   
March 3, 2026
By:
/s/ Frederick Goldberg
   
Frederick Goldberg, Chief Financial Officer