Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Pursuit Attractions and Hospitality, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Forward-Looking Statements

This proxy statement contains a number of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words, and variations of words, such as "aim," "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might," "outlook," "plan," "potential," "seek," "target," "will," and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, initiatives, intentions, or goals also are forward-looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements.

Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to, the following:

For a more complete discussion of the risks and uncertainties that may affect our business or financial results, refer to "Risk Factors" in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31,

2025, which was filed with the SEC on February 25, 2026. These statements are based upon information available to us as of the date hereof and we disclaim and do not undertake any obligation to update or revise any forward-looking statement in this proxy statement except as required by applicable law or regulation.

PROPOSAL 1: ELECTION OF DIRECTORS

regulations, and our Corporate Governance Guidelines. If elected, each nominee has agreed to serve another term. If elected, the terms of Mr. Schechter and Ms. Bright will expire at the 2029 annual meeting.

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees for Election as Director

The following sets forth information regarding each director and director nominee as of April 7, 2026.

Class I Director Nominees for Election for a Term Expiring at the 2029 Annual Meeting of Shareholders

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

Directors Continuing In Office

Class II Directors with a Term Expiring at the 2027 Annual Meeting of Shareholders

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

Class III Directors with a Term Expiring at the 2028 Annual Meeting of Shareholders

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

Executive Officer Biographical Information

The names and certain biographical information about our executive officers are set forth below (other than Mr. Barry, whose information is set forth above under "Proposal 1: Election of Directors-Directors Continuing in Office - Class III Directors with a Term Expiring at the 2028 Annual Meeting of Shareholders") as of April 7, 2026.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors and Corporate Governance

Corporate Governance Highlights

We are committed to sound corporate governance and believe that adhering to the following strong corporate governance principles is essential to our long-term success.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Corporate Governance Policies and Practices

Our Board has adopted the Corporate Governance Guidelines and Board Committee Charters, which provide an effective framework to govern our Company. At least annually, the Corporate Governance and Nominating Committee reviews the Corporate Governance Guidelines, each Board committee reviews its charter, and any changes are recommended for the Board's consideration.

At Pursuit, we continually focus on governance, starting with the Board and extending to Management and all employees. As a result, the Board reviews the Company's policies and business strategies, and advises and counsels the CEO and other executive officers who manage the Company's businesses, including regularly reviewing the Company's strategic plans.

For additional information about our corporate governance practices, you can access our Restated Certificate of Incorporation, Bylaws, Corporate Governance Guidelines and Principles, Committee Charters, the Always Honest Compliance & Ethics Program, and our Code of Ethics on our website at: https://investors.pursuit.com/governance/governance-documents. Information contained in any website referenced in this Proxy Statement is not part of this Proxy Statement and is not incorporated by reference in this Proxy Statement. We will provide copies of these documents upon written request to the office of the Corporate Secretary.

Code of Ethics

Our Code of Ethics applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics is available on our corporate website at https://investors.pursuit.com/governance/governance-documents. We intend to promptly disclose on our website or in a Current Report on Form 8-K in the future (i) the date and nature of any amendment (other than technical, administrative or other non-substantive amendments) to the Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K and (ii) the nature of any waiver, including an implicit waiver, from a provision of the Code of Ethics that is granted to one of these specified individuals that relates to one or more of the elements of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, the name of such person who is granted the waiver and the date of the waiver.

Insider Trading Policy

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, executive officers and employees. In addition, it is the Company's intent to comply with the applicable laws and regulations relating to insider trading.

Our insider trading policy generally permits directors, executive officers, and employees to engage in transactions involving our common stock only: (a) during a Company-prescribed trading window of limited duration; and (b) after seeking pre-clearance to avoid trading while in possession of material, non-public information. In addition, directors, executive officers, and employees may not engage in hedging, monetization, short position or similar transactions that are designed to limit or eliminate the risks of owning our common stock. The policy also prohibits directors, executive officers, and employees from pledging our common stock, or using it as collateral to secure personal loans or other obligations.

A copy of our insider trading policy is included as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Leadership

The Board has separated the roles of Chairman and CEO. Mr. Schechter, our Chairman of the Board, is an independent director. The Board believes the separation of the Chairman and CEO roles allows the CEO to focus his time and energy on operating and managing our Company while leveraging the Chairman's experience and perspectives.

The Board believes that our governance practices are appropriate to ensure that the full Board maintains independent oversight. The responsibilities of our independent Chairman include, but are not limited to: (a) leading Board evaluations; (b) shareholder engagement; (c) Board leadership in anticipation of and during crisis; (d) acting as liaison and facilitating information flow between the Board and Management; (e) advising our CEO and Management, as well as conducting the CEO performance review; and (f) preparation for and presiding over all meetings of the Board, including executive sessions, and the annual meeting of shareholders.

Risk Oversight

Management is responsible for assessing and managing the Company's various exposures to risk, including through the adoption of risk management controls, policies, and procedures. The Board has delegated to the Audit Committee primary responsibility to review and assess areas of financial risk for the Company. The Audit Committee also reviews Management's plans, and the steps Management has taken to monitor and control risk, including risk assessment, risk management controls, policies, and procedures, legal and regulatory compliance, information technology and data security controls and policies.

The Board believes that cybersecurity is a critical component of our risk management program. Our security team maintains centralized documentation regarding known security risks and mitigation. Consideration of material risks from cyber threats is integrated into our enterprise risk management processes and is a standing agenda item for discussion at our Audit Committee meetings. An Information Security Executive Committee representing multiple areas of the Company is responsible for assessing and managing material risks from cybersecurity threats and represents multiple functions of the business.

Additionally, we conduct an annual risk assessment to identify, evaluate, and prioritize potential business risks. As a part of this assessment, we conduct a financial statement risk assessment and materiality analysis, including evaluating potential fraud schemes and scenarios that might affect us. Throughout the year, Management continuously monitors potential risks and updates the Audit Committee at each regular meeting.

Compensation Risk Analysis

The Board continuously monitors and manages executive compensation risk through the design of our executive compensation program. In particular, the Human Resources Committee structures our executive compensation program to mitigate the potential for excessive risk-taking by executive officers in managing our business. A few of the program features that serve this purpose include:

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Committees and Director Independence

Our Board has established an Audit Committee, Corporate Governance and Nominating Committee, and Human Resources Committee (each, a "Committee"). The following table shows each Committee's primary responsibilities, their current membership, and the number of meetings held in 2025. Based on information provided by each director concerning his or her background, employment, and affiliations, the Board has determined that all committee members are independent under the NYSE listing standards, applicable SEC rules and regulations, and our Corporate Governance Guidelines.

Each Committee may form and delegate authority to a subcommittee of one or more members of the Committee.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Meetings and Annual Meeting of Shareholders

As specified in our Corporate Governance Guidelines, we expect each director to attend the annual meeting of shareholders, all Board meetings, and all meetings of committees on which they serve. We understand, however, that occasionally a director may be unable to attend a meeting. During 2025, the Board held five meetings. During 2025, all directors attended more than 75% of the meetings of the Board and committees on which they served. All then-serving directors attended the 2025 annual meeting of shareholders.

Meetings of Non-Management Directors

During 2025, the independent, non-management directors of our Board met in executive session at every regular meeting of the Board and at various special meetings when necessary or appropriate. Mr. Schechter, in his capacity as Chairman of the Board, presided over all executive sessions.

Board Composition and Refreshment

The continuous exchange of new ideas is vital to our Board's success. The Board and the Corporate Governance and Nominating Committee recognize that the interplay between diverse viewpoints, experience, and backgrounds more effectively promotes our shareholders' long-term interests. The Board believes that shareholders are best served by both the outside perspectives offered by new directors as well as the valuable experience and familiarity provided by longer-serving directors. Since 2020, we have added Mses. Bright and Carmichael and Mr. Cassidy to our Board as independent directors. Our current average director tenure is approximately 6 years and average director age is 61 years old.

Director Nominations

As provided in its charter, the Corporate Governance and Nominating Committee has established procedures to consider candidates for Board membership. The Corporate Governance and Nominating Committee has authority under its charter to employ a third-party search firm to conduct research, review candidate data, and otherwise assist the Corporate Governance and Nominating Committee in identifying candidates to serve as a director.

A shareholder who wishes to recommend a candidate for the Board should notify the office of the Corporate Secretary in writing at the address listed in the notice of meeting attached to this Proxy Statement. Any such recommendation must include:

Any formal director nomination must comply with the advance notice provisions set forth in our Bylaws.

As described in the "Submission of Shareholder Proposals and Director Nominations" section of this Proxy Statement, the Corporate Governance and Nominating Committee reviews the qualifications of any person nominated by a shareholder in a timely and proper manner.

In evaluating potential director nominees, the Corporate Governance and Nominating Committee reviews the candidate's qualifications in light of the needs of the Board and the Company, and considering the then-current mix of director attributes. Director nominees are assessed on their qualification as independent, and by considering the candidate's background, skills, and experience. Director nominees also must have common qualities expected of all Pursuit directors, including high personal and professional ethics, integrity and values,

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

and a commitment to representing the long-term interests of our shareholders. The Corporate Governance and Nominating Committee also ensures that the members of the Board, as a group, maintain the requisite qualifications under the NYSE listing standards for members of the Audit Committee, Human Resources Committee, and Corporate Governance and Nominating Committee.

The Corporate Governance and Nominating Committee believes that newly elected directors offer fresh perspectives and ideas that are critical to a forward-thinking and strategic Board. Concurrently, the Corporate Governance and Nominating Committee recognizes that longer-serving directors facilitate effective decision-making through their experience and familiarity with our business. Accordingly, the Corporate Governance and Nominating Committee and the Board seek to maintain an appropriate balance of viewpoints, skills, professional experience, and backgrounds to effectively lead the Company and serve our shareholders' long-term interests.

As discussed above, the Crestview Parties are entitled to designate two nominees for election to the Board for so long as the Crestview Parties have, in the aggregate, record and beneficial ownership of at least 67% of the Initial Share Ownership. Thereafter, the Crestview Parties are entitled to designate one director nominee for election to the Board and appoint one non-voting Board observer for so long as they have, in the aggregate, record and beneficial ownership of at least 33% of the Initial Share Ownership.

Communication With Our Board

Interested parties may communicate directly with non-management directors, including the Chairman of the Board, in writing at the following address: Pursuit Attractions and Hospitality, Inc., 1401 17th Street, Suite 1400, Denver, Colorado 80202, Attention: Office of the Corporate Secretary. We promptly deliver all appropriate communications addressed to the Chairman or the non-management directors.

Related Person Transactions

Our Board has adopted written policies and procedures for reviewing and approving related person transactions. Whenever practical, the Audit Committee must preapprove a related person transaction, otherwise the Audit Committee must promptly ratify it. If ratification is not forthcoming, Management, or the Board as applicable, must make reasonable efforts to cancel or annul the transaction.

There have been no related person transactions since January 1, 2025.

Human Resources Committee Interlocks and Insider Participation

Our Human Resources Committee consists of the following members: Jill H. Bright, Beverly K. Carmichael, Brian P. Cassidy, and Denise M. Coll. None of the members of the Human Resources Committee is a current or former officer or employee of the Company. During 2025, none of our executive officers served on the board of directors or compensation committee of any other company that has an executive officer who serves on our Board or Human Resources Committee.

DIRECTOR COMPENSATION

Director Compensation

Each non-employee director receives compensation for service on our Board and any of its committees. Directors who are also Pursuit officers or employees receive no special or additional remuneration for service on the Board nor do they serve on any Board committees. Mr. Barry is the only officer-director who served on the Board during 2025. Our directors are subject to the stock ownership guidelines described under the heading "Stock Ownership Guidelines" in the CD&A section of this Proxy Statement. The Human Resources Committee regularly reviews the Company's director compensation program to ensure that it remains competitive in order to retain and attract highly qualified candidates to serve on our Board.

This table shows the components of our non-employee directors' annual compensation for their Board service during 2025.

The following table shows 2025 non-employee directors' compensation:

STOCK OWNERSHIP INFORMATION

Stock Ownership Information

The following table shows the amount of Pursuit common stock beneficially owned at April 7, 2026, unless otherwise noted, by our 5% or greater shareholders and by our NEOs, directors and executive officers and directors as a group. Information with respect to beneficial ownership is based on information furnished to us by each director, executive officer, or shareholder who holds more than 5% of our outstanding common stock, and Schedules 13G or 13D filed with the SEC, as the case may be. We have determined beneficial ownership in accordance with SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. To our knowledge, none of the common stock owned by these individuals is subject to any pledge. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to the shares shown, other than property rights of spouses.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock subject to options held by that person that are exercisable as of April 7, 2026, or will become exercisable within 60 days thereafter, and shares of our common stock underlying RSU awards that will vest and convert into common stock within 60 days after April 7, 2026, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

STOCK OWNERSHIP INFORMATION

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Pursuit Attractions and Hospitality, Inc., 1401 17th Street, Suite 1400, Denver, Colorado 80202.

* Less than 1%.

STOCK OWNERSHIP INFORMATION

HUMAN RESOURCES COMMITTEE REPORT

Human Resources Committee Report

The Human Resources Committee has reviewed and discussed with Management the Compensation Discussion and Analysis included in this Proxy Statement. Based on the review and discussions, the Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

This CD&A explains our NEOs' 2025 compensation program, and how it is linked to our 2025 performance and strategic objectives. Our 2025 NEOs were:

Executive Summary

2025 Business Summary & Performance

We are a global 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 experience includes 17 world-class point-of-interest attractions and 29 distinctive lodges, along with integrated restaurants, retail, and transportation. Our mission is to connect guests and staff to iconic places through unforgettable inspiring experiences. From world-class attractions, distinctive hotels, and engaging tours in stunning national parks and renowned global travel locations, our elevated attraction and hospitality experiences enable visitors to discover and connect with these iconic destinations. With a strategic direction to build an expanding portfolio of extraordinary experiences, we remain focused on refreshing, improving, and growing our collection in iconic places around the globe.

On December 31, 2024, we completed the sale of our GES business (the "GES Sale") to transform into a standalone attractions and hospitality company with a singular focus on delivering unforgettable experiences in iconic destinations. We changed our corporate name from Viad Corp ("Viad") to Pursuit Attractions and Hospitality, Inc. ("Pursuit") and began trading under a new NYSE common stock ticker, PRSU, on January 2, 2025.

With both the Pursuit and GES businesses performing at high levels, this was an optimal time to separate the two businesses and create a standalone publicly traded Pursuit with a singular strategic focus and strong balance sheet optimized to accelerate our Refresh, Build, Buy growth strategy.

COMPENSATION DISCUSSION AND ANALYSIS

Pursuit delivered record revenue of $452.4 million for the full year 2025, representing an increase of 23.4% year-over-year. This growth primarily reflected strong post-wildfire recovery across our Jasper properties, incremental growth from our new experiences, and continued momentum in guest demand for our distinctive experiences in iconic places. Full year net income attributable to Pursuit in 2025 was $22.7 million, compared to net income attributable to Pursuit in the prior year of $368.5 million, with the decrease being attributable to the 2024 sale of GES.

In 2025, we continued to attract and develop top-tier talent and strengthen our employee engagement and retention efforts. Our NEOs and team members performed at a very high level during 2025 to deliver record financial performance and execution against key business objectives while also preparing for and supporting additional growth of the business in alignment with our Refresh, Build, Buy growth strategy.

Overview of Key Compensation Decisions

The Human Resources Committee designed our executive compensation program to align the interests of our executive officers with those of our shareholders, and it is guided by a "pay for performance" philosophy.

Our pay for performance philosophy is the foundation of the design and management of our executive compensation program. Our overarching objective is to attract, motivate, and retain executives who will deliver long-term shareholder value. We believe that our executive compensation program is an important component of our success, which provides a strong link to Company performance.

Our executive compensation program proved effective as our executive team led the Company through a transformative divestiture while also delivering strong financial performance and advancing key strategic business objectives that are aligned with creating long-term shareholder value. Our Human Resources Committee made the following NEO compensation decisions in 2025:

COMPENSATION DISCUSSION AND ANALYSIS

We believe this compensation structure motivates our NEOs in alignment with long-term shareholder value creation. Other aspects of our executive compensation program are discussed in greater detail below in this CD&A.

The Human Resources Committee believes that our executive compensation program recognizes the ongoing effort and contributions made by our NEOs to lead Pursuit's strategic growth. The program is also designed to drive long-term value creation while simultaneously protecting shareholder value in the face of market volatility. As discussed in more detail herein, we believe our overall compensation program aligns executive pay with Company performance that will drive value creation on behalf of our shareholders to the maximum extent possible under our current circumstances.

Accordingly, the Board recommends that shareholders approve, in an advisory vote, our NEOs' compensation as set forth in this CD&A.

COMPENSATION DISCUSSION AND ANALYSIS

Pay For Performance Philosophy

We actively pursue a pay for performance philosophy. We design our incentive goals to drive financial performance and to enhance shareholder value, aligning the financial interests of our NEOs, other executive officers, and key management employees with our shareholders' financial interests. Consistent with our philosophy, we designed our executive compensation program to accomplish the following core objectives:

We are confident that our overall NEO compensation program is consistent with our pay for performance philosophy. Specifically, we believe that the incentive objectives set by our Human Resources Committee encourage shareholder value creation through directly incentivizing strong financial performance and stock price appreciation. We also believe these actions will enable us to motivate and retain a strong and stable management team of talented leaders who are incentivized to deliver results consistent with shareholders' interests in 2026 and beyond.

Target Pay Mix

Our executive compensation program comprises a mix of fixed and variable pay components, and the chart below demonstrates our commitment to placing pay at risk. For 2025, approximately 86% of the target compensation for Mr. Barry was at-risk and linked to performance. Base salary comprised a relatively small portion of Mr. Barry's 2025 compensation and was the only pay component not tied to performance:

COMPENSATION DISCUSSION AND ANALYSIS

Our Corporate Governance Best Practices

During 2025, the Human Resources Committee continued to follow compensation practices that emphasize the alignment of management's interests with those of our shareholders. We continue to adhere to the following corporate governance practices, which are discussed in more detail throughout this Proxy Statement.

COMPENSATION DISCUSSION AND ANALYSIS

Shareholder Engagement & Advisory Vote On Executive Compensation

We consider our shareholders' perspectives on all aspects of our business, including executive compensation. Our shareholder outreach includes direct conversation with investors, and attendance at investor conferences, to gather shareholder input on a wide range of topics, including the alignment of our executive team on achieving sustained, long-term performance and shareholder value creation. We ensure that at least one director is available for consultation and direct communication with shareholders, as appropriate. The Human Resources Committee and management are firmly committed to strengthening our pay-for-performance alignment and continuously assess the overall architecture of our executive compensation program.

The Human Resources Committee reviews the results of the annual shareholder advisory votes on NEO compensation and utilizes those results as one of the many factors considered in connection with the discharge of its responsibilities. Because a substantial majority (approximately 98%) of shareholders who voted at the 2025 annual meeting of shareholders approved the compensation program described in our 2025 proxy statement, the Human Resources Committee did not implement changes to our executive compensation program as a direct result of the shareholder advisory vote.

Compensation Components

Our 2025 executive compensation program included the following components and objectives (each of which is discussed in more detail below):

COMPENSATION DISCUSSION AND ANALYSIS

Base Salary

Base salaries represent a fixed portion of the executive compensation package. Our Human Resources Committee reviews executive base salaries annually and considers, among other factors, an executive's base salary relative to executives in comparable roles with companies in our comparator group and other companies of comparable size. We describe this more fully in the CD&A subsection "Competitive Analysis and Resources."

Mr. Barry's base salary was adjusted from 2024 in connection with his promotion to President and Chief Executive Officer to better align with market and peer practices for his expanded role as he had previously served as President of the Pursuit business within Viad prior to the GES Sale. Messrs. Heitz and Auck each received modest cost-of-living increases to their base salaries. The 2025 base salaries for our other NEOs were either not adjusted from 2024 levels or, in the case of Mr. Bosco and Ms. Tang, were set at the time that each NEO commenced employment in 2025.

The resulting annual base salary rates for our NEOs as of December 31, 2025 and 2024 are set forth in the table below. See "Summary Compensation Table" in the Executive Compensation section of this Proxy Statement for actual salary received by our NEOs.

Short-Term (Annual) Incentives

Our Management Incentive Plan, or MIP, is an annual, cash-based incentive program. The Human Resources Committee approves the performance measures, as well as threshold, target, and maximum financial performance levels for each measure. The threshold financial performance level is the minimum financial performance level required for any MIP payout on the financial component, while the maximum represents the financial performance level at which the maximum financial incentive payout may be achieved. The financial performance targets are established considering both the prior fiscal year's operating results and current fiscal year projections, as well as the macroeconomic environment. The strategic objectives are established on an annual basis to align with the Company's long-term strategy to create shareholder value.

The Human Resources Committee selected Adjusted EBITDA (as defined below) and strategic objectives as the performance measures for the 2025 MIP. Adjusted EBITDA was chosen because it is a highly visible and important measure of the Company's financial performance that is relied upon by investors. The Human Resources Committee also developed strategic objectives to ensure that our NEOs continued to pursue important objectives in furtherance of Company growth and alignment with the Company's strategy to create long-term shareholder value.

COMPENSATION DISCUSSION AND ANALYSIS

The Human Resources Committee receives periodic reports from the management team to assess progress against both the financial and strategic objectives. Following the conclusion of the fiscal year, the Human Resources Committee reviews the Company's performance under each measure against the pre-established targets. Based on this review and a qualitative assessment of the Company's performance, the Human Resources Committee may approve payouts as calculated under the MIP or, considering various factors it deems appropriate, reduce the calculated payout, which may include determining that no payout is warranted under the plan.

The performance measures for the 2025 MIP were weighted as follows:

Actual 2025 Adjusted EBITDA performance (i) at the threshold level would earn a payout for that component of 50% of target, (ii) at the target level would earn a payout for that component of 100% of target, and (iii) at the maximum level would earn a payout for that component of 200% of target (for Mr. Barry); 185% of target (for Mses. Ingersoll and Striedel); or 175% of target (for all other NEOs). For Adjusted EBITDA performance between the threshold and target levels, or between the target and maximum levels, the payout percentage would be interpolated on a linear basis.

The Human Resources Committee established the Adjusted EBITDA targets under the 2025 MIP in March 2025, and in February 2026, the Human Resources Committee certified actual Adjusted EBITDA performance against the targets, in each case as shown below:

COMPENSATION DISCUSSION AND ANALYSIS

As noted above, strategic objectives for the 2025 MIP were established and approved by the Human Resources Committee. The strategic objectives component of the 2025 MIP could be earned at up to 125% of target for that component, and actual payouts could scale with over-achievement of financial targets. The applicable strategic objectives for our NEOs in 2025 were based on guest satisfaction and team member engagement (each weighted 50%), which are critical performance metrics for our business. At its meeting in February 2026, our Human Resources Committee reviewed performance against each of the strategic objectives. The achievement percentages for the strategic objectives below were calculated using the actual results of each strategic objective within a range as determined by the Human Resources Committee based on historical data. As a result of those discussions, our Human Resources Committee determined strategic objective achievement levels for 2025 as set forth below:

Considering both our financial and strategic objectives, the formula for calculating a payout under our 2025 MIP was:

Accordingly, based on achievement levels for financial and strategic objectives approved by our Human Resources Committee and described above, incentive target opportunities for our NEOs in 2025 (expressed as a percentage of base salary) and actual payouts under the 2025 MIP were as follows:

COMPENSATION DISCUSSION AND ANALYSIS

The Human Resources Committee believes that incentive decisions for 2025 MIP payments reflected the Company's improvement in year-over-year financial performance and strategic execution, and are consistent with our pay for performance compensation philosophy.

Long-Term Incentives

2025 LTI Awards

In 2025, Pursuit's first full year as a standalone public company, the Human Resources Committee approved a long-term incentive program for our NEOs consisting of a mix of RSU and PSU awards. The RSU awards vest in annual installments over three years, subject to each NEO's continued service with us on each vesting date, and the PSUs vest based on the Company's relative TSR performance against constituents within the Russell 2000 Index (the "2025 PSUs") between January 1, 2025 and December 31, 2027 (the "2025 PSU Performance Period").

The Human Resources Committee believes that this program reflects our pay-for-performance philosophy. The 2025 PSUs will scale in value only to the extent that the Company's TSR compares favorably to the TSR of other Russell 2000 Index companies, and the value of the RSUs is tied directly to the value of our common stock, ensuring that NEO compensation moves in line with the returns experienced by our shareholders.

In designing the program, our Human Resources Committee was advised by Korn Ferry, its independent compensation advisor since September 2023, who provided guidance on long-term incentive compensation trends among similarly situated public companies.

The award mix for 2025 reflects a tiered approach to performance accountability that the Human Resources Committee viewed as particularly appropriate given Pursuit's transition to an independent, publicly traded company. Messrs. Barry and Heitz, as our President and Chief Executive Officer and Chief Financial Officer, respectively, received awards consisting of 70% PSUs and 30% RSUs, while the other NEOs who participated in the program received awards evenly split between PSUs and RSUs. In each case, the ultimate value of an award will be determined by our common stock price at the time of vesting or at the end of the 2025 PSU Performance Period, as applicable, directly linking executive pay to long-term value creation.

The 2025 LTI awards are shown in the table below:

COMPENSATION DISCUSSION AND ANALYSIS

The relative TSR performance levels for the 2025 PSU Performance Period and the corresponding potential payouts of the 2025 PSUs (as a percentage of target) are as follows:

Notwithstanding the foregoing, to the extent that the Company's absolute TSR over the 2025 PSU Performance Period is negative, the number of 2025 PSUs earned will not exceed 100% of target, even if the Company's relative TSR performance exceeds the 55th percentile.

Vesting of 2023 PSUs

In 2023, Mses. Ingersoll and Striedel received PSU awards that were eligible to vest based on Viad's relative TSR performance against constituents within the Russell 2000 Index over the performance period beginning January 1, 2023 and ending December 31, 2025 (the "2023 PSUs"). Mr. Barry participated in a different long-term incentive program in 2023 and our other NEOs were either not in service with the Company or not eligible to receive the 2023 PSUs at the time that those awards were granted.

As described above with respect to the 2025 PSUs, between 0% (for relative TSR performance below the 25th percentile as compared to the peer group) and 200% (for relative TSR performance at or above the 75th percentile compared to the peer group) of the target number of 2023 PSUs - 24,124 for Ms. Ingersoll and 5,578 for Ms. Striedel - could be earned based on actual performance. In February 2026, the Human Resources Committee determined that Viad's relative TSR performance during the 2023-2025 performance period was at approximately the 61st percentile as compared to the peer group, resulting in an overall achievement percentage of 131.3% of target. Mses. Ingersoll and Striedel each remained eligible to receive a prorated payout of the 2023 PSUs following their respective terminations of employment, based on their time in service during the performance period, and accordingly, vested in 23,266 and 6,022 PSUs, respectively.

Other Compensation Actions

CFO Transition and Compensation Arrangements

Effective March 17, 2025, Mr. Heitz succeeded Ms. Ingersoll as Chief Financial Officer of the Company, after which Ms. Ingersoll continued to serve in an advisory role with the Company through March 31, 2025, pursuant to a transition agreement with the Company, which went into effect as of December 31, 2024 (the "Ingersoll Transition Agreement"). Ms. Ingersoll's termination of employment on March 31, 2025 constituted a termination without cause for purposes of the Ingersoll Transition Agreement and she received the following benefits: (i) cash severance of $507,294, (ii) certain continued health and welfare benefits for twelve months following her termination with a value of approximately $5,994, (iii) executive physical examination benefits with a value of approximately $13,122, and (iv) a prorated payment under the MIP of $89,184 for 2025, based on actual Company performance. Ms. Ingersoll's remaining outstanding unvested RSUs vested on her termination date on a pro rata basis (based on the percentage of time from the grant date to the termination date). Additionally, her remaining outstanding unvested PSUs vested or will vest upon the lapse of the relevant vesting period on a pro rata basis (based on the percentage of time from the start of the performance period to the termination date).

COMPENSATION DISCUSSION AND ANALYSIS

Mr. Heitz commenced employment with the Company on December 16, 2024 as Chief Financial Officer of the Legacy Pursuit Segment. Mr. Heitz's compensation in the role of Chief Financial Officer of the Legacy Pursuit Segment included: (i) an annual base salary of $400,000; (ii) an annual cash incentive bonus with a target bonus opportunity of 75% of annual base salary, with the actual amount earned ranging from 0% to 175% of target based on actual achievement against performance metrics to be established by the Board or the Human Resources Committee; (iii) a 2025 long-term equity incentive award consisting of RSUs and PSUs with an aggregate grant value of $500,000 on January 2, 2025, described above under "Long-Term Incentives - 2025 LTI Awards"; (iv) a new hire award of 5,525 RSUs with an aggregate grant value of $250,000 on December 16, 2024; vesting in three equal annual installments subject to Mr. Heitz's continued service with the Company through each applicable vesting date; and (v) participation in the Company's employee benefit and welfare plans. The foregoing compensation package remained unchanged when Mr. Heitz commenced service as the Company's Chief Financial Officer in 2025, with the exception of a cost-of-living increase in his base salary for 2025 to $403,960.

CAO Transition and Compensation Arrangements

Effective July 1, 2025, Mr. Bosco succeeded Ms. Striedel as Chief Accounting Officer of the Company. Ms. Striedel entered into a transition agreement with the Company effective as of December 31, 2024 (the "Striedel Transition Agreement"). Ms. Striedel's termination of employment on June 30, 2025 constituted a termination without cause for purposes of the Striedel Transition Agreement and she received the following benefits: (i) cash severance of $379,575, (ii) certain continued health and welfare benefits for approximately eleven months following her termination with a value of approximately $5,644, (iii) executive physical examination benefits with a value of approximately $28,663, and (iv) a prorated MIP payment of $88,038 for 2025 based on actual Company performance. Ms. Striedel's remaining outstanding unvested RSUs vested on her termination date on a pro rata basis (based on the percentage of time from the grant date to the termination date); provided, however, that 9,452 retention RSUs awarded to Ms. Striedel in 2024 vested in full on the termination date. Additionally, her remaining outstanding unvested PSUs vested or will vest upon the lapse of the relevant vesting period on a pro rata basis (based on the percentage of time from the start of the performance period to the termination date).

Mr. Bosco commenced employment with the Company on June 16, 2025. Mr. Bosco's compensation in the role of Chief Accounting Officer included: (i) an annual base salary of $285,000; (ii) an annual cash incentive bonus with a target bonus opportunity of 35% of annual base salary, with the actual amount earned ranging from 0% to 175% of target based on actual achievement against performance metrics to be established by the Board or the Human Resources Committee; (iii) a 2025 annual long-term equity incentive award consisting of RSUs and PSUs with an aggregate grant value of $142,500 on June 16, 2025, described above under "Long-Term Incentives - 2025 LTI Awards"; (iv) a new hire award of 3,627 RSUs with an aggregate grant value of $100,000 on June 16, 2025, vesting in three equal annual installments subject to Mr. Bosco's continued service with the Company through each applicable vesting date; and (v) participation in the Company's employee benefit and welfare plans.

CLO New-Hire and Transition Arrangements

Ms. Tang commenced employment with the Company on March 24, 2025. Ms. Tang's compensation in the role of Chief Legal Officer included: (i) an annual base salary of $400,000; (ii) an annual cash incentive bonus with a target bonus opportunity of 55% of annual base salary, with the actual amount earned ranging from 0% to 175% of target based on actual achievement against performance metrics to be established by the Board or the Human Resources Committee; (iii) a 2025 annual long-term equity incentive award consisting of RSUs and PSUs with an aggregate grant value of $300,000 on March 24, 2025, described above under "Long-Term Incentives-2025 LTI Awards"; (iv) a new-hire award of 2,649 RSUs with an aggregate grant value of $100,000 on March 24,

COMPENSATION DISCUSSION AND ANALYSIS

2025, vesting in three equal annual installments subject to Ms. Tang's continued service with the Company through each applicable vesting date; and (v) participation in the Company's employee benefit and welfare plans. Ms. Tang ceased serving as Chief Legal Officer and Corporate Secretary on September 30, 2025, and was subsequently terminated by us without cause on October 31, 2025. In connection with Ms. Tang's termination, she received certain continued health and welfare benefits for the two months following her termination with a value of approximately $5,465 and forfeited all outstanding equity awards.

COMPENSATION DISCUSSION AND ANALYSIS

Perquisites And Other Personal Benefits

We periodically review perquisites and other personal benefits that are part of each NEO's total compensation package to ensure external competitiveness. In 2025, Mses. Ingersoll and Striedel received executive physical examination benefits (as described above under "Other Compensation Actions" and as reported in the "Summary Compensation Table" below). This perquisite has been discontinued as of December 31, 2025. From time to time, we may also offer other perquisites to our NEOs.

Consistent with our policy, we do not make any tax gross-up payments for any NEO perquisites or personal benefits. Additional information on perquisites and other personal benefits provided in 2025 can be found in the "Summary Compensation Table" in the Executive Compensation section of this Proxy Statement.

Post-Employment Compensation

Certain termination events will trigger post-employment payments and benefits for our NEOs, including a change in control, termination for cause, involuntary termination not for cause, and death or disability. These are discussed under "Potential Payments upon Employment Termination or Change in Control" in the Executive Compensation section of this Proxy Statement.

Our Human Resources Committee believes that severance benefits are important from a retention perspective to provide some level of protection to our NEOs who may be terminated, including in connection with a change in control, and that the amounts are reasonable and maintain the competitiveness of our executive compensation and retention program. Further, our Human Resources Committee believes that this structure helps ensure, in the event of a possible change in control, that the NEOs will be available (without concern for their personal financial situations) to perform their regular duties and to advise management and the Board as to whether the change in control proposal would be in our or our shareholders' best interests. We may also call upon our NEOs to assist in the change in control implementation and transition, and to perform other appropriate actions. Severance benefits also provide an economic means for the NEOs to transition from Pursuit employment.

Retirement Income and Savings Plans

Ms. Ingersoll received retirement benefits from Pursuit under a Defined Contribution SERP, in which she is the only participant. Ms. Ingersoll elected a lump sum payment from the Defined Contribution SERP and it was fully liquidated in September 2025.

All eligible U.S. employees may participate in the Pursuit Attractions and Hospitality, Inc. 401(k) Plan (the "401(k) Plan"). In addition, Mr. Barry was eligible to participate in the Pursuit Attractions and Hospitality, Inc. Supplemental 401(k) Plan (the "Supplemental 401(k) Plan") in 2025, which provided for additional employee contributions of the annual limits set by the Internal Revenue Code of 1986 (the "Code") for the 401(k) Plan, plus company matching contributions on the same percentage of the 401(k) Plan.

Compensation Decision-Making Process

The Human Resources Committee annually reviews and approves our executive compensation program and compensation for our NEOs and other executive officers. Our CEO makes a recommendation to the Human Resources Committee regarding the compensation of executive officers (other than our CEO); however, for our executive officers, the Human Resources Committee has final approval over:

COMPENSATION DISCUSSION AND ANALYSIS

The Human Resources Committee approves, and the other independent members of the Board ratify, all elements of our CEO's compensation.

Base salary adjustments, if any, are generally effective on or around April 1 of each year for our CEO and other NEOs.

At its regular quarterly February 2025 meeting, the Human Resources Committee approved RSU and PSU awards to executive officers (as discussed in the CD&A subsection "2025 LTI Awards"). In March 2025, the Human Resources Committee approved financial targets and strategic objectives for the 2025 MIP.

Independent Compensation Advisor

The Human Resources Committee has sole authority to retain or terminate an independent compensation advisor and to approve the advisor's fees. In September 2023, the Human Resources Committee engaged Korn Ferry, a national independent consulting firm, to serve as its independent compensation advisor. During 2025, Korn Ferry regularly attended Human Resources Committee meetings and advised on compensation matters, including our executive compensation program design and relative pay for performance. Korn Ferry provided market data, analysis, and advice regarding our NEOs' and other executive officers' compensation. In addition to advising the Human Resources Committee on executive pay, Korn Ferry from time to time advises the Human Resources Committee concerning compensation of the independent members of our Board. The Human Resources Committee reviewed Korn Ferry's independence under SEC and NYSE rules and determined that there was no conflict of interest. Korn Ferry has not performed any services for us, except for compensation-related services on behalf of, and as instructed by, the Human Resources Committee, and certain executive search services.

Competitive Analysis and Resources

In determining 2025 executive pay, Korn Ferry provided and reviewed competitive pay data with the Human Resources Committee. Pay data included base salary, short-term incentives, long-term incentives, and total compensation values from public filings made by our comparator group companies (as discussed in "Compensation Comparator Group" below) and from published compensation surveys. The Human Resources Committee approved the annual base salary, target short-term incentive, and target long-term incentive values for each NEO after considering the competitive data and other factors, including an assessment of individual performance, experience, and each NEO's special expertise.

Based on the information that the Human Resources Committee reviewed, and in consultation with our independent consultants, our compensation program delivered total compensation amounts to our NEOs that are aligned with our stated pay for performance philosophy.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Comparator Group

After consultation with Korn Ferry in February 2025, the Human Resources Committee selected a comparator group that was used for making 2025 executive officer compensation decisions, which was significantly different from the compensation peer group used in prior years in light of the GES Sale and Pursuit becoming a standalone organization. In selecting the comparator group, we focused on the following criteria:

We believe the 2025 comparator group was relevant in gauging our compensation actions. The compensation comparator group ultimately referenced by the Human Resources Committee included the following companies whose businesses were comparable with the Company's business:

The Human Resources Committee has the discretion to change the comparator group from time to time to help ensure that it provides a reasonable point of comparison for our executive officer compensation program. Such changes may reflect changes in our business, or changes at comparator group companies.

COMPENSATION DISCUSSION AND ANALYSIS

Clawback Provisions For Detrimental Conduct

In order to protect the Company, short- and long-term incentive compensation is subject to forfeiture and reimbursement (i.e., clawback) provisions related to the following conduct:

All of our NEOs' and other key employees' short- and long-term incentive compensation is subject to these clawback provisions. The clawback provisions also relate to violations of certain restrictions on competitive activities following employment termination.

In November 2023, our Human Resources Committee approved an Incentive Compensation Recoupment Policy, which is applicable to the Company's executive officers and requires the recoupment of Recoverable Incentive Compensation in the event of an Accounting Restatement (as those terms are defined in the policy). This policy conforms to SEC and NYSE rulemaking consistent with the Dodd-Frank Wall Street Reform and Consumer Protection Act.

COMPENSATION DISCUSSION AND ANALYSIS

Stock Ownership Guidelines

We believe it is important to align the financial interests of our directors and executive officers with those of our shareholders. Accordingly, we maintain stock ownership guidelines, most recently revised effective November 25, 2025, that require directors and executives to own a minimum amount of Pursuit common stock on a direct basis, meaning stock that is subject to market risk. The guidelines for each covered individual are as follows:

A covered individual has five years from the end of the calendar year in which such individual first becomes subject to the guidelines to satisfy the applicable guideline. Until each covered individual has satisfied their applicable stock ownership guideline, such individual is required to retain 50% of the net shares (remaining after payment of taxes and, if applicable, exercise price) issued upon exercise, vesting, or settlement of an equity award. Shares of Pursuit common stock owned outright (directly or indirectly through the 401(k) Plan) and vested or unvested restricted stock and time-based RSUs count for purposes of the guidelines. Unexercised stock options (whether vested or unvested) and unearned PSUs do not count toward satisfaction of the guidelines. Ownership extends to any direct or indirect ownership of our common stock, including any ownership by virtue of application of constructive ownership rules, with such direct, indirect, and constructive ownership determined under the provisions of Section 382 of the Code and the regulations thereunder.

Hedging and Pledging

Our Insider Trading Policy includes the following policies regarding hedging and pledging of Pursuit common stock:

Hedging Transactions

Our directors, NEOs, other officers, and employees may not engage in any hedging, monetization, short position, or similar transactions that are designed to limit or eliminate the risks of owning Pursuit stock (collectively, "Hedging"). Hedging is prohibited regardless of whether the shares were purchased in the open market or granted in the form of a stock-based award.

Pledging and Margin Transactions

Our directors, NEOs, and other officers may not engage in "margin" or "pledging" transactions in which (i) a broker, bank or other financing party holds securities as collateral for a margin loan, mortgage, or other loan, and (ii) Pursuit securities may be sold without consent in the event of a failure to meet a margin call or default

COMPENSATION DISCUSSION AND ANALYSIS

on a loan or mortgage. These transactions are prohibited because the sale may occur at a time when the director, NEO or other officer has material, non-public information, or when he or she is otherwise not permitted to trade in Pursuit securities.

COMPENSATION DISCUSSION AND ANALYSIS

Tax and Accounting Considerations

One of the factors the Human Resources Committee considers when determining executive compensation is the anticipated tax treatment to the Company and to the executives of the various payments and benefits. Section 162(m) of the Code generally provides that a publicly held company may not deduct compensation paid to certain covered executive officers to the extent that such compensation exceeds $1,000,000 per executive officer in any year. The Human Resources Committee generally considers this limit when determining compensation, and reserves the discretion to conclude in the future that it is appropriate to exceed the limitation on deductibility under Section 162(m) to ensure that executive officers are compensated in a manner that it believes to be consistent with the Company's best interests and those of its shareholders.

EXECUTIVE COMPENSATION

Executive Compensation

Summary Compensation Table

For Fiscal Years Ended 2025, 2024, and 2023

The following table shows compensation paid, accrued, or awarded to our NEOs for the years indicated:

EXECUTIVE COMPENSATION

Post-Employment Arrangements

Ms. Ingersoll received retirement benefits under the Defined Contribution SERP, in which she is the only participant. Upon her separation, Ms. Ingersoll elected a lump sum payment from the Defined Contribution SERP and it was fully liquidated in September 2025.

Employment Agreements

We do not have employment agreements with our NEOs. We generally enter into offer letters with executive officers when they commence employment and/or are promoted to executive officer roles. We maintain an executive severance plan (the "Severance Plan") in which our current NEOs participate, which is described in more detail below under "Potential Payments Upon Termination or Change in Control."

EXECUTIVE COMPENSATION

Grants Of Plan-Based Awards for Fiscal Year Ended December 31, 2025

The following table gives the estimated future payouts for awards granted in 2025 under equity incentive and non-equity incentive plans, and the number of shares or units underlying awards granted in 2025: