Lindblad boosts Natural Habitat stake to 95%

Lindblad Expeditions Holdings, Inc. entered a material agreement to increase its stake in subsidiary Natural Habitat, Inc. to 95%.

Rhea-AI Filing Summary

Lindblad Expeditions Holdings, Inc. entered a material agreement to increase its stake in subsidiary Natural Habitat, Inc. to 95%. On March 3, 2026, the company purchased an additional 5% interest from founder and CEO Ben Bressler for $16,586,787.

After this transaction, Mr. Bressler retains a 5% noncontrolling interest in Natural Habitat, which remains subject to a put/call arrangement under the existing stockholders’ agreement. The deal further consolidates Lindblad’s economic interest in the ecotourism-focused subsidiary.

Insights

Corporate finance analyst

Lindblad consolidates more of Natural Habitat for $16.6M.

Lindblad Expeditions increased its ownership of Natural Habitat, Inc. from 90% to 95% by buying a 5% stake from founder Ben Bressler for $16,586,787. This transaction arose from the exercise of a contractual put right under a pre-existing stockholders’ agreement.

Because the purchase is driven by an agreed put/call mechanism, it reflects execution of prior deal terms rather than a new strategic shift. The remaining 5% held by Mr. Bressler is still covered by a put/call arrangement, so further ownership changes are governed by that contract.

Investors can view this as Lindblad modestly increasing its economic share of Natural Habitat’s future performance, while the founder maintains a minority stake. Subsequent company filings may provide more detail on how this cash outlay and higher ownership affect reported earnings and noncontrolling interest.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Lindblad Expeditions (LIND) announce regarding Natural Habitat?

Lindblad Expeditions increased its ownership in subsidiary Natural Habitat, Inc. to 95% by purchasing an additional 5% interest from founder and CEO Ben Bressler. The move further aligns Lindblad with Natural Habitat’s financial performance and reflects execution of an existing stockholders’ agreement.

How much did Lindblad Expeditions pay for the extra 5% of Natural Habitat?

Lindblad Expeditions paid $16,586,787 to acquire an additional 5% interest in Natural Habitat, Inc. from founder Ben Bressler. This cash consideration increases Lindblad’s stake to 95%, leaving Bressler with a 5% noncontrolling interest subject to a put/call arrangement under the stockholders’ agreement.

What is Lindblad Expeditions’ total ownership in Natural Habitat after this transaction?

After purchasing the additional 5% interest, Lindblad Expeditions now owns 95% of Natural Habitat, Inc. The remaining 5% is held by founder and CEO Ben Bressler as a noncontrolling interest, which continues to be governed by a put/call arrangement in the stockholders’ agreement.

Who sold the 5% Natural Habitat stake to Lindblad Expeditions?

The 5% stake in Natural Habitat, Inc. was sold by Ben Bressler, the company’s founder and Chief Executive Officer. He exercised a contractual put right under a stockholders’ agreement, receiving $16,586,787, and now retains a 5% noncontrolling interest still subject to a put/call arrangement.

What contractual rights governed Lindblad’s purchase of the Natural Habitat shares?

The purchase resulted from the exercise of a put right by founder Ben Bressler under a previously executed stockholders’ agreement tied to Lindblad’s original acquisition of Natural Habitat. That agreement also leaves Bressler’s remaining 5% interest subject to an ongoing put/call arrangement between the parties.

Does Ben Bressler still own any part of Natural Habitat after Lindblad’s purchase?

Yes. Following the sale of a 5% stake to Lindblad Expeditions, Ben Bressler continues to hold a 5% noncontrolling interest in Natural Habitat, Inc. That remaining interest is still covered by a put/call arrangement outlined in the existing stockholders’ agreement between the parties.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/03/2026 - 04:19 PM Learn about SEC filing dates

false 0001512499 0001512499 2026-03-03 2026-03-03

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

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB