SECURITIESFORM AND EXCHANGE COMMISSION8-K

Item 2.02 Results of Operations and Financial Condition.

UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

~~WASHINGTON,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): August 06, 2025

~~Pursuant~~Pursuit toAttractions ~~Section 13~~and orHospitality, ~~15(d)~~Inc.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of Report (Date of earliest event reported): July 1, 2025


Delaware	001-11015	36-1169950
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1401 17th Street Suite 1400
Denver, Colorado		80202
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s ~~Pursuit~~Telephone ~~Attractions~~Number, ~~and~~Including ~~Hospitality,~~Area ~~Inc.~~Code: (602) 207-1000

~~(Exact~~Not ~~name of registrant as specified in its charter)~~Applicable

Delaware		001-11015		36-1169950
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Former Name or Former Address, if Changed Since Last Report)

1401 17th Street
Suite 1400
Denver, Colorado				80202
(Address of principal executive offices)				(Zip Code)

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:

~~Registrant’s~~☐Written ~~telephone~~communications ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code:~~425 under the Securities Act (~~602)~~17 ~~207-1000~~CFR 230.425)

~~Not~~☐Soliciting ~~Applicable~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~(Former~~☐Pre-commencement ~~name~~communications orpursuant ~~former~~to ~~address,~~Rule if14d-2(b) ~~changed~~under ~~since~~the ~~last~~Exchange ~~report~~Act (17 CFR 240.14d-2(b))

~~Check the appropriate box below if the Form 8~~☐Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~13e-4(c) ~~the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~13e-4(c):)

☐Securities ~~Written~~registered ~~communications~~ pursuant to ~~Rule~~Section ~~425~~12(b) ~~under~~of the ~~Securities~~ Act ~~(17 CFR 230.425)~~:

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.50 Par Value	PRSU	New York Stock Exchange

☐Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14d-2~~405 of the Securities Act of 1933 (b§ 230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14d~~12b-2(b of this chapter)).

☐Emerging ~~Pre-commencement~~growth ~~communications~~company ~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~☐

~~Securities~~If ~~registered~~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 12 13(ba) of the Exchange Act:. ☐

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $1.50 Par Value		PRSU		New York Stock Exchange

Pursuit Attractions and Hospitality, Inc.

(Registrant)

Date: July 8, 2025

/s/ Catherine Tang

Catherine Tang

Chief Legal Officer & Corporate Secretary

~~Indicate~~On byAugust ~~check~~6, ~~mark~~2025, ~~whether~~we ~~the~~issued ~~registrant~~a ispress anrelease ~~emerging~~announcing ~~growth~~our ~~company~~earnings asfor ~~defined in Rule 405 of~~ the ~~Securities~~second ~~Act~~quarter ofended ~~1933~~June ~~(§ 230~~30, 2025.~~405~~ ofA ~~this~~copy ~~chapter) or Rule 12b-2~~ of the ~~Securities~~earnings ~~Exchange~~press ~~Act~~release ofis ~~1934~~furnished ~~(§ 240~~as Exhibit 99.~~12b-2~~1 ofto this ~~chapter)~~current report.

~~Emerging~~This ~~growth~~press ~~company ☐~~release, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and it will not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

IfItem an9.01 ~~emerging~~Financial ~~growth~~Statements ~~company,~~and 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 ActExhibits. ☐

~~Item~~(d) ~~1.01 Entry into a Material Definitive Agreement.~~Exhibits

On July 1, 2025, Pursuit Attractions and Hospitality, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with the shareholders of Inversiones Turísticas Arenal, S.A. (“ITA”) named therein, pursuant to which the Company acquired all of the issued and outstanding shares of ITA (the “Acquisition”). ITA is the owner and operator of Tabacón Thermal Resort and Spa in Arenal, Costa Rica.


Exhibit Number		Description

99.1		Pursuit Attractions and Hospitality, Inc. Press Release dated August 6, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The purchase price for the Acquisition was $111.0 million in cash, subject to post-closing adjustments for indebtedness, deferred revenue, working capital and amounts retained in an escrow account to secure post-closing indemnification claims and liabilities of the Company arising out of breaches of representations, warranties and covenants by ITA and other specified matters in the Purchase Agreement. The Company funded the purchase price for the Acquisition with borrowings under its revolving credit facility. SIGNATURES

~~The~~Pursuant ~~Purchase~~to ~~Agreement~~the ~~contains~~requirements ~~customary~~of ~~representations, warranties and covenants by~~ the ~~Company~~Securities ~~and~~Exchange ~~ITA that~~Act ~~are~~of ~~subject~~1934, ~~in some cases, to specified exceptions and qualifications contained in~~ the ~~Purchase~~registrant ~~Agreement.~~has Induly ~~addition,~~caused ~~the~~this ~~Company’s~~report ~~recourse against the ITA shareholders following closing with respect~~ to ~~indemnification~~be ~~claims~~signed ison ~~subject~~its tobehalf ~~deductibles,~~by ~~caps~~the ~~and~~undersigned ~~other~~hereunto ~~limitations~~duly ~~set forth in the Purchase Agreement~~authorized.

The Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing summary has been included to provide investors and securityholders with information regarding the terms of the Purchase Agreement, does not purport to be complete and is subject to, and is qualified in its entirety by, the full text, terms and conditions of the Purchase Agreement. It is not intended to provide any other factual information about the Company or ITA or to modify or supplement any factual disclosures about the Company in its public reports filed with the U.S. Securities and Exchange Commission (the “SEC”). The Purchase Agreement includes typical representations, warranties and covenants of the parties thereto made solely for purposes of the Purchase Agreement and which may be subject to important qualifications and limitations agreed to by the parties thereto in connection with the negotiated terms of the transaction and the Purchase Agreement. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be modified in important part by the underlying disclosure schedules which are not filed publicly, may be subject to a contractual standard of materiality different from those generally applicable to the Company’s SEC filings or may have been used for purposes of allocating risk among the parties thereto rather than establishing matters as facts.


	Pursuit Attractions and Hospitality, Inc.
	(Registrant)

Date: August 6, 2025	By:	/s/ Michael L. Bosco
		Michael L. Bosco
	Title:	Chief Accounting Officer

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1#*		Share Purchase Agreement, dated July 1, 2025, by and among Pursuit Attractions and Hospitality, Inc. and the shareholders of Inversiones Turísticas Arenal, S.A. named therein.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

# Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

* Pursuant to Item 601(b)(10) of Regulation S-K, portions of this exhibit have been omitted as the registrant has determined that the omitted information is (i) not material and (ii) the type of information that the registrant customarily and actually treats as private or confidential.

SIGNATURE

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.

Filing Compare · Pursuit Attractions & Hospitality, Inc.