LINDBLAD EXPEDITIONS ANNOUNCES MANDATORY CONVERSION OF 6.0% SERIES A CONVERTIBLE PREFERRED STOCK

Rhea-AI Summary

Lindblad Expeditions (NASDAQ: LIND) announced it has exercised its mandatory conversion right on all outstanding 6.0% Series A Convertible Preferred Stock after meeting the VWAP trigger on January 16, 2026. The company set February 3, 2026 as the effective date for conversion of all 62,000 preferred shares into approximately 9.0 million shares of common stock. Assuming no further issuances, Lindblad expects to have about 64.4 million common shares outstanding and no remaining preferred shares. Management said the conversion will simplify the capital structure and provide greater flexibility to allocate capital in support of long-term strategy.

Positive

• All 62,000 preferred shares converting to common stock
• Capital structure simplified by eliminating preferred tranche
• Conversion triggered by VWAP exceeding $14.25 over 20 of 30 days

Negative

• Approximate issuance of 9.0 million new common shares increases share count
• Potential dilution to existing shareholders from higher outstanding shares

News Market Reaction

-3.64%

1 alert

-3.64% News Effect

On the day this news was published, LIND declined 3.64%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Preferred dividend rate: 6.0% VWAP trigger price: $14.25 VWAP days condition: 20 of 30 trading days +5 more

8 metrics

Preferred dividend rate 6.0% Series A Convertible Preferred Stock

VWAP trigger price $14.25 VWAP exceeded for mandatory conversion condition

VWAP days condition 20 of 30 trading days Condition to exercise mandatory conversion right

Mandatory conversion date February 3, 2026 Effective date for conversion of preferred stock

Preferred shares converted 62,000 shares 6.0% Series A Convertible Preferred Stock

New common shares from conversion approximately 9.0 million Shares of Lindblad common stock issued on conversion

Post-conversion common shares approximately 64.4 million Common shares outstanding after mandatory conversion

Trigger achievement date January 16, 2026 Date mandatory conversion right was achieved

Market Reality Check

Price: $15.91 Vol: Volume 536,717 is slightl...

normal vol

$15.91 Last Close

Volume Volume 536,717 is slightly below the 20-day average of 558,380 (relative volume 0.96). normal

Technical Shares at $16.23 are trading above the 200-day MA of $12.13, and about 5.6% below the 52-week high of $17.19.

Peers on Argus

LIND is down 2.7% while key travel peers show mixed moves: TRIP (-4.67%), PRSU (...

LIND is down 2.7% while key travel peers show mixed moves: TRIP (-4.67%), PRSU (-1.18%), TOUR (-1.47%), TNL (-0.75%), and GBTG (+0.66%). With no peers in the momentum scanner, the move appears more company-specific than sector-driven.

Historical Context

5 past events · Latest: Nov 04 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 04	Q3 2025 earnings	Positive	+2.0%	Strong revenue and EBITDA growth with upgraded credit rating.
Oct 22	Earnings call notice	Neutral	-0.6%	Scheduling announcement for upcoming Q3 2025 earnings release.
Aug 19	Tender offer pricing	Positive	+2.1%	Pricing of tender offer for 6.750% notes due 2027 announced.
Aug 18	Tender early results	Positive	+2.1%	Early tender results and consent solicitation for 2027 notes.
Aug 06	Debt offering	Negative	-5.5%	Upsized <b>$675M</b> senior secured notes due 2030 financing.

Pattern Detected

Recent balance sheet and financing actions, plus strong Q3 2025 earnings, mostly saw positive price reactions; only a conference-call scheduling release drew a mild negative move.

Recent Company History

Over the last six months, Lindblad has focused on balance sheet optimization and growth. In Q3 2025, tour revenue reached $240.2M with adjusted EBITDA of $57.3M, and the stock rose about 2% on those earnings. A $675M senior secured notes issuance in August 2025 initially weighed on shares, but subsequent tender offer announcements for older notes were followed by gains of about 2% each. The current preferred stock conversion continues this capital structure simplification theme, following earlier refinancing and debt tenders.

Market Pulse Summary

This announcement continues Lindblad’s focus on capital structure simplification, converting 62,000 ...

Analysis

This announcement continues Lindblad’s focus on capital structure simplification, converting 62,000 preferred shares into approximately 9.0M common shares and taking total common shares to about 64.4M. It follows earlier debt refinancing and tender offers aimed at optimizing the balance sheet. Key factors to watch include how the larger share count affects per-share metrics, whether future filings further clarify capital allocation priorities, and how this move interacts with recent insider trading activity disclosed in Forms 4 and 144.

Key Terms

mandatory conversion, convertible preferred stock, volume-weighted average price

3 terms

mandatory conversion financial

"today announced that it has exercised its mandatory conversion (the "Mandatory Conversion") right"

Mandatory conversion is a rule that forces certain convertible securities—like bonds or preferred shares—to be turned into common stock when specific conditions are met (for example, a date arrives or a price target is hit). For investors this matters because it increases the number of shares outstanding and can dilute existing ownership, shifting value from fixed-income holders into equity holders and changing a company’s risk and return profile, much like an automatic trade that swaps a guaranteed payment for an ownership stake.

convertible preferred stock financial

"all outstanding shares of its 6.0% Series A Convertible Preferred Stock (the "Preferred Stock")"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

volume-weighted average price technical

"as a result of the volume-weighted average price of the Company's common stock exceeding $14.25"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

AI-generated analysis. Not financial advice.

Mandatory conversion expected to further strengthen balance sheet

NEW YORK, Jan. 20, 2026 /PRNewswire/ -- Lindblad Expeditions Holdings, Inc. (NASDAQ: LIND) ("Lindblad" or the "Company"), a global provider of expedition cruises and adventure travel experiences, today announced that it has exercised its mandatory conversion (the "Mandatory Conversion") right on all outstanding shares of its 6.0% Series A Convertible Preferred Stock (the "Preferred Stock"), and delivered a notice of Mandatory Conversion to the holders of the Preferred Stock.

The Company's Mandatory Conversion right was achieved on January 16, 2026, as a result of the volume-weighted average price of the Company's common stock exceeding $14.25 for at least 20 out of 30 consecutive trading days.

The Company has established February 3, 2026, as the effective date for the Mandatory Conversion, at which time all 62,000 shares of Preferred Stock will be converted into approximately 9.0 million shares of Lindblad common stock. After the Mandatory Conversion—assuming no additional issuances of Lindblad common stock—Lindblad will have approximately 64.4 million shares of common stock outstanding, and no shares of Preferred Stock will remain outstanding.

"We're pleased to build on our recent progress by converting the preferred stock, which further simplifies our capital structure and strengthens our balance sheet," said Rick Goldberg, Chief Financial Officer, adding, "This provides Lindblad with greater flexibility to allocate capital in support of our long-term strategy."

About Lindblad Expeditions Holdings, Inc.

The Company is a leader in global expedition travel, offering immersive, educational journeys that span all seven continents through its six pioneering brands. Driven by a passion for the planet and the belief that there is always more to be discovered, the Company leads travelers to the farthest reaches of the world with an expansive portfolio of ship- and land-based expeditions. In collaboration with National Geographic, Lindblad Expeditions operates and sells the National Geographic-Lindblad Expeditions co-brand, which offers ship-based voyages that allow guests to explore remote destinations alongside scientists and naturalists, and with state-of-the-art exploration tools. In addition to its renowned modern expedition cruises, the Company's award-winning land-based brands—Natural Habitat Adventures, Off the Beaten Path, DuVine Cycling + Adventure Co., Classic Journeys, and Wineland-Thomson Adventures—provide extraordinary wildlife, cultural, and adventure-focused experiences. Together, these brands connect travelers with some of the planet's most inspiring natural and cultural landscapes, fostering a deep appreciation for the world.

To learn more about Lindblad Expeditions Holdings, Inc., its growing portfolio of brands, and the Company's commitment to responsible exploration, visit investors.expeditions.com. 

IMPORTANT NOTICE

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company and shall not constitute an offer, solicitation, or sale in any jurisdiction where such activities would be unlawful.

Forward-Looking Statements

Certain matters discussed in this press release are "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include all statements regarding expectations concerning the Mandatory Conversion and may also generally be identified as such because the context of such statements will include words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "would" or words of similar import. Similarly, statements that describe the Company's financial guidance or future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause results to differ materially from those expected. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or which are unknown. These factors include, but are not limited to, the following: (i) adverse general economic factors, including the impact of geopolitical, macroeconomic conditions, tariffs, changes in trade policies or capital markets volatility, that decrease the level of disposable income of consumers or consumer confidence and negatively impact the ability or desire of people to travel; (ii) cancelling or rescheduling of voyages, the denial and/or unavailability of ports of call and other potential disruptions to our business and operations related to health pandemics, political or civil unrest, war, terrorism, or other similar events; (iii) increases in fuel prices, changes in fuels consumed and availability of fuel supply in the geographies in which we operate or in general; (iv) the loss of key employees, our inability to recruit or retain qualified shoreside and shipboard employees and increased labor costs; (v) 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; (vi) unscheduled disruptions in our business due to civil unrest, travel restrictions, weather events, mechanical failures, pandemics or other events; (vii) management of our growth and our ability to execute on our planned growth, including our ability to successfully integrate acquisitions; (viii) our ability to maintain our relationships with National Geographic and/or World Wildlife Fund; (ix) compliance with new and existing laws and regulations, including environmental regulations and travel advisories and restrictions; (x) our substantial indebtedness and our ability to remain in compliance with the financial and/or operating covenants in such arrangements; (xi) the impact of material litigation, enforcement actions, claims, fines or penalties on our business; (xii) the impact of severe or unusual weather conditions, including climate change, on our business; (xiii) the impact of changes in tax policies and other governmental regulations in the geographies in which we operate; (xiv) adverse publicity regarding the travel and cruise industry in general; (xv) loss of business due to competition; (xvi) the inability to meet or achieve our sustainability related goals, aspirations, initiatives, and our public statements and disclosures regarding them; (xvii) the result of future financing efforts; and (xviii) those risks described in the Company's filings with the U.S. Securities and Exchange Commission ("SEC"). Stockholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release, and the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect the Company's performance may be found in its filings with the SEC, which are available at http://www.sec.gov or at http://www.expeditions.com in the Investor Relations section of the Company's website.

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SOURCE Lindblad Expeditions Holdings, Inc.

FAQ

What did Lindblad (LIND) announce on January 20, 2026 about its Series A preferred stock?

Lindblad announced it exercised mandatory conversion of all 6.0% Series A preferred stock, effective February 3, 2026.

How many preferred shares will convert and into how many common shares for LIND?

All 62,000 preferred shares will convert into approximately 9.0 million shares of Lindblad common stock.

What will LIND's total common shares outstanding be after the conversion?

Assuming no additional issuances, Lindblad expects about 64.4 million common shares outstanding after conversion.

Why was Lindblad able to trigger the mandatory conversion of its preferred stock?

The mandatory conversion was triggered because the volume-weighted average price exceeded $14.25 for at least 20 of 30 consecutive trading days, achieved on January 16, 2026.

When is the effective date of Lindblad's mandatory conversion and what happens then?

The effective date is February 3, 2026, when all preferred shares will convert to common and no preferred shares will remain outstanding.