Management Change/Compensation, Changes in Control (Form 8-K)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2025, the Board of Directors (the "Board") of Pursuit Attractions and Hospitality, Inc. (the "Company") approved and adopted the Pursuit Attractions and Hospitality, Inc. Executive Severance Plan (the "Severance Plan"), pursuant to which certain of the Company's executive officers will be eligible to receive certain severance and/or change in control benefits, and which supersedes and replaces all prior executive severance plans and policies maintained by the Company. David Barry, the Company's President and Chief Executive Officer, has been designated a Tier 1 Covered Employee under the Severance Plan, and Michael "Bo" Heitz, the Company's Chief Financial Officer, has been designated a Tier 2 Covered Employee under the Severance Plan, along with certain members of the Company's leadership team.

The Company and Mr. Barry entered into a participation agreement under the Severance Plan (the "Barry Participation Agreement"), which, together with the Severance Plan, supersedes the Amended and Restated Severance Agreement, entered into as of October 20, 2024, by and between the Company and Mr. Barry. As a Tier 1 Covered Employee, if the Company terminates Mr. Barry's employment without "cause" or if Mr. Barry resigns for "good reason" (each as defined in the Severance Plan or in the Barry Participation Agreement) (a "Qualifying Termination"), under the Severance Plan, Mr. Barry will be entitled to receive (i) cash severance in a lump sum equal to 24 months of his then-current base salary, (ii) a prorated annual bonus based on actual performance for the calendar year in which such Qualifying Termination occurs, and (iii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA (or an equivalent amount) for up to 24 months. In the event of a Qualifying Termination that occurs within the three-month period prior to, or the 12-month period following, a "change in control" (as defined in the Severance Plan) (the "Change in Control Period"), Mr. Barry would be entitled to receive the above benefits under the Severance Plan but in lieu of (ii), would receive a cash payment equal to two times his target annual bonus for the calendar year in which such Qualifying Termination occurs. In addition, if Mr. Barry's employment terminates due to his death or "disability" (as defined in the Severance Plan), he or his estate or beneficiaries will receive the benefits set forth above for a Qualifying Termination outside of the Change in Control Period, subject to the release requirement noted below.

As a Tier 2 Covered Employee, if Mr. Heitz experiences a Qualifying Termination, under the Severance Plan, Mr. Heitz will be entitled to receive (i) cash severance, in the form of salary continuation payments, equal to 12 months of his then-current base salary, (ii) a prorated annual bonus based on actual performance for the calendar year in which such Qualifying Termination occurs, and (iii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA (or an equivalent amount) for up to 12 months. In the event of a Qualifying Termination that occurs within the Change in Control Period, Mr. Heitz would instead be entitled to receive (i) cash severance in a lump sum equal to 18 months of his then-current base salary, (ii) a cash payment equal to 100% of his target annual bonus for the calendar year in which such Qualifying Termination occurs, and (iii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA (or an equivalent amount) for up to 18 months. Mr. Heitz and the Company entered into a standard participation agreement under the Severance Plan in substantially the form attached thereto as Exhibit A.

The receipt of all benefits under the Severance Plan is subject to the applicable executive's execution and non-revocation of a release of claims in favor of the Company.

The foregoing descriptions of the Severance Plan and the Barry Participation Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Severance Plan and the Barry Participation Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K and are incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 4, 2025, the Board approved and adopted amended and restated bylaws (the "Restated Bylaws") of the Company, effective immediately. Among other things, the amendments effected by the Restated Bylaws:

The foregoing description of the changes contained in the Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits