What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-04 · 183 added, 134 removed, 513 unchanged (38% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Passenger ticket

15 unchanged sentences

Total non-operating income (expense)

Net income (loss) before income taxes

Income tax benefit (expense)

Net income (loss)

Net income before income taxes

Income tax expense

Weighted-average shares outstanding

Earnings (loss) per share

Earnings per share

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

Three Months Ended

Six Months Ended

Net income (loss)

Nine Months Ended

September 30,

Other comprehensive income (loss):

1 unchanged sentence

Cash flow hedges:

Net unrealized gain

Net unrealized gain (loss)

Amount realized and reclassified into earnings

5 unchanged sentences

(in thousands, except share data)

September 30,

Current assets:

19 unchanged sentences

980,000,000 shares authorized;

446,814,009 shares issued and outstanding at June 30, 2025 and 439,861,281 shares issued and outstanding at December 31, 2024

455,252,151 shares issued and outstanding at September 30, 2025 and 439,861,281 shares issued and outstanding at December 31, 2024

Additional paid-in capital

9 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

15 unchanged sentences

( 2,821,959 )

Cash paid on settlement of derivatives

Acquisition, net of cash acquired

4 unchanged sentences

( 7,723,694 )

( 1,268,605 )

Proceeds from long-term debt

4 unchanged sentences

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

4 unchanged sentences

(in thousands)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Comprehensive

1 unchanged sentence

Income (Loss)

Balance, March 31, 2025

Balance, June 30, 2025

( 6,000,183 )

2 unchanged sentences

Common share issuance for NCLC exchangeable notes

Net share settlement of restricted share units

Other comprehensive income, net

Balance, June 30, 2025

Balance, September 30, 2025

( 5,580,888 )

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Comprehensive

9 unchanged sentences

Other comprehensive income, net

Balance, June 30, 2025

Balance, September 30, 2025

( 5,580,888 )

3 unchanged sentences

(in thousands)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Comprehensive

1 unchanged sentence

Income (Loss)

Balance, March 31, 2024

Balance, June 30, 2024

( 6,719,348 )

Share-based compensation

Common share issuance for NCLC exchangeable notes

Net share settlement of restricted share units

Other comprehensive loss, net

Balance, June 30, 2024

Balance, September 30, 2024

( 6,244,416 )

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Comprehensive

7 unchanged sentences

Net share settlement of restricted share units

Other comprehensive income, net

Balance, June 30, 2024

Other comprehensive loss, net

Balance, September 30, 2024

( 6,244,416 )

3 unchanged sentences

Unless otherwise indicated or the context otherwise requires, references in this report to (i) the “Company,” “we,” “our” and “us” refer to NCLH (as defined below) and its subsidiaries, (ii) “NCLC” refers to NCL Corporation Ltd., (iii) “NCLH” refers to Norwegian Cruise Line Holdings Ltd., (iv) “Norwegian Cruise Line” or “Norwegian” refers to the Norwegian Cruise Line brand and its predecessors, (v) “Oceania Cruises” refers to the Oceania Cruises brand and (vi) “Regent” refers to the Regent Seven Seas Cruises brand.

References to the “U.S.” are to the United States of America and “dollar(s)” or “$” are to U.S.

References to the “U.S.” are to the United States of America, “dollar(s)” or “$” are to U.S.

dollars and “euro(s)” or “€” are to the official currency of the Eurozone.

3 unchanged sentences

We are a leading global cruise company, which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands.

As of June 30, 2025, we had 33 ships with approximately 70,100 Berths.

Oceania Allura was delivered in July 2025.

We refer you to Note 13 – “Subsequent Event” for additional information.

The Company currently has orders for 13 additional ships to be delivered from 2026 through 2036.

As of September 30, 2025, we had 34 ships with approximately 71,300 Berths.

The Company has orders for 13 additional ships to be delivered from 2026 through 2036.

We have three Prima Class Ships on order with currently scheduled delivery dates from 2026 through 2028.

We also have orders for three new classes of ships:

four Sonata Class Ships with deliveries currently scheduled from 2027 through 2035, two Prestige Class Ships with deliveries currently scheduled in 2026 and 2030 and four Norwegian Cruise Line ships with deliveries currently scheduled from 2030 through 2036.

four Sonata Class Ships with deliveries currently scheduled from 2027 through 2035, two Prestige Class Ships with deliveries currently scheduled from 2026 through 2030 and four Norwegian Cruise Line ships with deliveries currently scheduled from 2030 through 2036.

In July 2025, we confirmed that we will not exercise the options to cancel the orders for the last two Sonata Class Ships.

Summary of Significant Accounting Policies

As of June 30, 2025, we had liquidity of approximately $ 2.4 billion, including cash and cash equivalents of $ 184.0 million, $ 2.0 billion available under our Revolving Loan Facility and a € 200 million commitment that could be used for future newbuild payments which was available through July 2025.

As of September 30, 2025, we had liquidity of approximately $ 1.8 billion, including cash and cash equivalents of $ 166.8 million and $ 1.6 billion available under our Revolving Loan Facility.

We believe that we have sufficient liquidity to fund our obligations and expect to remain in compliance with our financial covenants for at least the next twelve months from the issuance of these financial statements.

We will continue to pursue various opportunities to optimize our liquidity, refinance future debt maturities to reduce interest expense and/or extend the maturity dates associated with our existing indebtedness and obtain relevant financial covenant amendments or waivers, if needed.

If needed, we will obtain relevant financial covenant amendments or waivers.

Basis of Presentation

8 unchanged sentences

Three Months Ended

Six Months Ended

Net income (loss)

Nine Months Ended

September 30,

Effect of dilutive securities - exchangeable notes

6 unchanged sentences

Only the interest expense and weighted average shares for exchangeable notes that are dilutive are included in the effect of dilutive securities.

During the three and six months ended June 30, 2025, the 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes were anti-dilutive.

During the six months ended June 30, 2024, the 2024 Exchangeable Notes, 2025 Exchangeable Notes and 2027 2.5% Exchangeable Notes were anti-dilutive.

For the 2030 Exchangeable Notes, we are required to settle the principal amount in cash and have the option to settle the conversion spread in cash or shares.

If the conversion value of the 2030 Exchangeable Notes does not exceed their conversion price for a reporting period, then the shares underlying the notes will not be reflected in the Company’s calculation of diluted EPS.

For the three and six months ended June 30, 2025, the price of NCLH's ordinary shares did not exceed the conversion price, and therefore, there was no impact to diluted EPS.

For the 2030 0.875% Exchangeable Notes and 2030 0.750% Exchangeable Notes, we are required to settle the principal amount in cash and have the option to settle the conversion spread in cash or shares.

If the conversion value of the 2030 0.875% Exchangeable Notes and 2030 0.750% Exchangeable Notes does not exceed their conversion price for a reporting period, then the shares underlying the notes will not be reflected in the Company’s calculation of diluted EPS.

For the three and nine months ended September 30, 2025, the price of NCLH’s ordinary shares did not exceed the conversion price, and therefore, there was no impact to diluted EPS.

Share awards are evaluated for a dilutive or anti-dilutive impact on EPS using the treasury stock method.

For the three months ended June 30, 2025 and 2024, a total of 59.3 million and 7.1 million shares, respectively, and for the six months ended June 30, 2025 and 2024, a total of 70.1 million and 53.3 million shares, respectively, have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

For the three months ended September 30, 2025 and 2024, a total of 0.3 million and 2.5 million shares, respectively, and for the nine months ended September 30, 2025 and 2024, a total of 2.6 million and 6.1 million shares, respectively, have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

Segment Reporting

3 unchanged sentences

ASU 2023-07 has been applied retrospectively.

The below table includes our calculation of adjusted operating income, our significant segment expenses therein, and a reconciliation of adjusted operating income to net income (loss) before income taxes (in thousands):

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Total revenue

13 unchanged sentences

Other income (expense), net

Net income (loss) before income taxes

Net income before income taxes

(1) Excludes non-cash share-based compensation expenses related to equity awards for shipboard officers (see Note 9 – “Employee Benefits and Compensation Plans”) and non-cash deferred compensation expenses related to the crew pension plan as follows (in thousands):

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(2) Excludes non-cash share-based compensation expenses related to equity awards for corporate employees (see Note 9 – “Employee Benefits and Compensation Plans”).

4 unchanged sentences

The resulting gains or losses are recognized in our consolidated statements of operations within other income (expense), net.

We recognized a loss of $ 158.5 million and a gain of $ 2.3 million for the three months ended June 30, 2025 and 2024, respectively, and a loss of $ 181.0 million and a gain of $ 15.6 million for the six months ended June 30, 2025 and 2024, respectively, related to remeasurement of assets and liabilities denominated in foreign currencies.

Remeasurements of foreign currency related to operating activities are recognized within changes in operating assets and liabilities in the consolidated statement of cash flows.

We recognized a gain of $ 6.8 million and a loss of $ 32.1 million for the three months ended September 30, 2025 and 2024, respectively, and a loss of $ 174.2 million and a loss of $ 16.5 million for the nine months ended September 30, 2025 and 2024, respectively, related to remeasurement of assets and liabilities denominated in foreign currencies.

Remeasurements of foreign currency related to operating activities are recognized within changes in operating assets and liabilities in the consolidated statements of cash flows.

Depreciation and Amortization Expense

2 unchanged sentences

Recently Issued Accounting Guidance

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes (Topic 740):

1 unchanged sentence

The amendments in this update are effective for annual periods beginning after December 15, 2024 and will be applied on a prospective basis.

We are evaluating the impact of ASU 2023-09 on our notes to the consolidated financial statements.

We do not expect the adoption of ASU 2023-09 to have a material impact on our consolidated financial statements other than the expanded disclosure in our notes to the consolidated financial statements.

In November 2024, the FASB issued ASU No.

4 unchanged sentences

We are evaluating the impact of ASU 2024-03 on our notes to the consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes the prescriptive software development stages and replaces them with a probable-to-complete recognition threshold.

These changes also apply to website development costs.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The update may be applied using a prospective, modified or retrospective transition approach.

We will evaluate the impact of ASU 2025-06 on our consolidated financial statements.

Revenue Recognition

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

North America

6 unchanged sentences

Although we sell cruises on an international basis, our passenger ticket revenue is primarily attributed to U.S.-sourced guests who make reservations through the U.S.

Revenue attributable to U.S.-sourced guests has approximated 84 - 85 % of total revenue over the preceding three fiscal years.

Our revenue attributable to U.S.-sourced guests has approximated 84 - 85 % of total revenue over the preceding three fiscal years.

No other individual country’s revenues exceed 10% in any given period.

1 unchanged sentence

Receivables from customers are included within accounts receivable, net.

As of June 30, 2025 and December 31, 2024, our receivables from customers were $ 121.2 million and $ 114.2 million, respectively, primarily related to in-transit credit card receivables.

As of September 30, 2025 and December 31, 2024, our receivables from customers were $ 100.5 million and $ 114.2 million, respectively, primarily related to in-transit credit card receivables.

Our contract liabilities are included within advance ticket sales.

As of June 30, 2025 and December 31, 2024, our contract liabilities were $ 3.0 billion and $ 2.2 billion, respectively.

Of the amounts included within contract liabilities as of June 30, 2025, approximately 40 % were refundable in accordance with our cancellation policies.

As of September 30, 2025 and December 31, 2024, our contract liabilities were $ 2.3 billion and $ 2.2 billion, respectively.

Of the amounts included within contract liabilities as of September 30, 2025, approximately 40 % were refundable in accordance with our cancellation policies.

Of the deposits included within advance ticket sales, the majority are refundable in accordance with our cancellation policies and it is uncertain to what extent guests may request refunds.

For the six months ended June 30, 2025, $ 1.9 billion of revenue recognized was included in the contract liability balance at the beginning of the period.

For the nine months ended September 30, 2025, $ 1.9 billion of revenue recognized was included in the contract liability balance at the beginning of the period.

Operating Leases - Lessee

1 unchanged sentence

Balance Sheet location

June 30, 2025

September 30, 2025

December 31, 2024

7 unchanged sentences

Operating Leases - Lessor

In March and April 2025, we executed long-term leases for four of our ships.

The leases for Norwegian Sky and Seven Seas Navigator will commence in 2026, and the leases for Norwegian Sun and Insignia will commence in 2027.

In April 2025, we executed long-term leases for two of our ships.

The lease for Norwegian Sky will commence in 2026 and the lease for Norwegian Sun will commence in 2027.

Each lease has a term of 10 years and contains a nominal purchase option at the end of each lease term.

1 unchanged sentence

The aggregate undiscounted lease payments to be received throughout the terms of the agreements, including variable payments, are expected to be approximately $ 320 million.

Subsequent to September 30, 2025, the two lease agreements signed in March 2025 for Seven Seas Navigator and Oceania Insignia were terminated, and we received a nominal fee.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) for the six months ended June 30, 2025 was as follows (in thousands):

Six Months Ended June 30, 2025

Accumulated other comprehensive income (loss) for the nine months ended September 30, 2025 was as follows (in thousands):

Nine Months Ended September 30, 2025

Comprehensive

4 unchanged sentences

Accumulated other comprehensive income (loss) at end of period

Accumulated other comprehensive income (loss) for the six months ended June 30, 2024 was as follows (in thousands):

Six Months Ended June 30, 2024

Accumulated other comprehensive income (loss) for the nine months ended September 30, 2024 was as follows (in thousands):

Nine Months Ended September 30, 2024

Comprehensive

1 unchanged sentence

Accumulated other comprehensive income (loss) at beginning of period

Current period other comprehensive income before reclassifications

Current period other comprehensive loss before reclassifications

Amounts reclassified into earnings

4 unchanged sentences

Property and Equipment, Net

Property and equipment, net increased $ 1.4 billion for the six months ended June 30, 2025 primarily due to the delivery of Norwegian Aqua.

Property and equipment, net increased $ 2.1 billion for the nine months ended September 30, 2025 primarily due to the delivery of Norwegian Aqua and Oceania Allura.

Long-Term Debt

1 unchanged sentence

Also in January 2025, NCLC issued $ 1.8 billion aggregate principal amount of 6.750 % senior unsecured notes due February 1, 2032 (the “2032 Notes”).

NCLC may, at its option, redeem the 2032 Notes, in whole or in part, (i) prior to February 1, 2028 (the “First Call Date”), at a redemption price equal to 100 % of the principal amount of the 2032 Notes to be redeemed plus an applicable “make-whole” amount, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, and (ii) on or after the First Call Date, at the redemption prices set forth in the 2032 Notes indenture, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.

In addition, at any time and from time to time prior to the First Call Date, NCLC may redeem up to 40 % of the aggregate principal amount of the 2032 Notes with the net proceeds of certain equity offerings at a redemption price equal to 106.750 % of the principal amount of the 2032 Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60 % of the aggregate principal amount of the 2032 Notes issued remains outstanding following such redemption.

NCLC may, at its option, redeem the 2032 Notes, in whole or in part, (i) prior to February 1, 2028 (the “2032 Notes First Call Date”), at a redemption price equal to 100 % of the principal amount of the 2032 Notes to be redeemed plus an applicable “make-whole” amount, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, and (ii) on or after the 2032 Notes First Call Date, at the redemption prices set forth in the 2032 Notes indenture, plus accrued and unpaid interest and additional amounts, if any,

to, but excluding, the redemption date.

In addition, at any time and from time to time prior to the 2032 Notes First Call Date, NCLC may redeem up to 40 % of the aggregate principal amount of the 2032 Notes with the net proceeds of certain equity offerings at a redemption price equal to 106.750 % of the principal amount of the 2032 Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60 % of the aggregate principal amount of the 2032 Notes issued remains outstanding following such redemption.

The 2032 Notes pay interest at 6.750 % per annum, semiannually in arrears on February 1 and August 1 of each year, to holders of record at the close of business on the immediately preceding January 15 and July 15, respectively.

15 unchanged sentences

We had export credit financing in place for 80 % of the contract price.

The associated € 1.0 billion term loan bears interest at a fixed rate of 1.83 % with a maturity date of February 23, 2037.

The associated € 1.0 billion term loan bears interest at a fixed rate of 1.83 % per annum with a maturity date of February 23, 2037.

Principal and interest payments are payable semiannually.

In April 2025, NCLC entered into individually negotiated note exchange agreements with certain existing holders (the “Holders”) of the 2025 Exchangeable Notes, pursuant to which NCLC and the Holders agreed to exchange (the “Exchange”) approximately $ 353.9 million in aggregate principal amount of the Holders’ 2025 Exchangeable Notes for (i) approximately $ 353.9 million in aggregate principal amount of NCLC’s 0.875 % exchangeable senior notes due April 15, 2030 (the “2030 Exchangeable Notes”) and (ii) an aggregate cash payment (the “Cash Payment”) of approximately $ 64.0 million, plus accrued and unpaid interest on the 2025 Exchangeable Notes that was exchanged to, but excluding, the closing date of the Exchange.

The Cash Payment was equal to the gross proceeds from the concurrent Equity Offering (as defined below) and represented the remainder of NCLC’s exchange obligation in excess of the aggregate principal amount of the 2025 Exchangeable Notes that were exchanged.

In April 2025, NCLC entered into individually negotiated note exchange agreements with certain existing holders (the “Holders”) of the 2025 Exchangeable Notes, pursuant to which NCLC and the Holders agreed to exchange (the “Exchange”) approximately $ 353.9 million in aggregate principal amount of the Holders’ 2025 Exchangeable Notes for (i) approximately $ 353.9 million in aggregate principal amount of NCLC’s 2030 0.875% Exchangeable Notes due April 15, 2030 and (ii) an aggregate cash payment (the “Cash Payment”) of approximately $ 64.0 million, plus accrued and unpaid interest on the 2025 Exchangeable Notes that was exchanged to, but excluding, the closing date of the Exchange.

The Cash Payment was equal to the gross proceeds from the concurrent April Equity Offering (as defined below) and represented the remainder of NCLC’s exchange obligation in excess of the aggregate principal amount of the 2025 Exchangeable Notes that were exchanged.

During the three months ended June 30, 2025, the related losses on extinguishment were approximately $ 68.4 million, which were recognized in interest expense, net.

Additionally, in April 2025, the Company completed a registered direct offering of 3,358,098 ordinary shares to the Holders at a price of $ 19.06 per share (the “Equity Offering”).

In connection with the Equity Offering, the Company entered into individually negotiated share purchase agreements with the Holders.

The Company used the net proceeds from the Equity Offering, together with cash on hand, to make the Cash Payment.

Additionally, in April 2025, the Company completed registered direct offerings of 3,358,098 ordinary shares to the Holders at a price of $ 19.06 per share (the “April Equity Offerings”).

In connection with the April Equity Offerings, the

Company entered into individually negotiated share purchase agreements with the Holders.

The Company used the net proceeds from the April Equity Offerings, together with cash on hand, to make the Cash Payment.

The 2030 0.875% Exchangeable Notes are general senior unsecured obligations of NCLC and guaranteed by NCLH on a senior unsecured basis.

Holders may exchange all or a portion of the 2030 0.875% Exchangeable Notes at the holder’s option (i) at any time prior to the close of business on the business day immediately preceding October 15, 2029, subject to the satisfaction of certain conditions and during certain periods, and (ii) on or after October 15, 2029 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met.

Upon exchange of the 2030 Exchangeable Notes, NCLC will satisfy its exchange obligation by paying cash up to the aggregate principal amount of the 2030 Exchangeable Notes to be exchanged and paying or delivering, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at NCLC’s election, in respect of the remainder, if any, of NCLC’s exchange obligation in excess of the aggregate principal amount of the 2030 Notes to be exchanged.

The initial exchange rate per $ 1,000 principal amount of 2030 Notes is 38.1570 ordinary shares, which is equivalent to an initial exchange price of approximately $ 26.21 per ordinary share, subject to adjustment in certain circumstances.

Upon exchange of the 2030 0.875% Exchangeable Notes, NCLC will satisfy its exchange obligation by paying cash up to the aggregate principal amount of the 2030 0.875% Exchangeable Notes to be exchanged and paying or delivering, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at NCLC’s election, in respect of the remainder, if any, of NCLC’s exchange obligation in excess of the aggregate principal amount of the 2030 0.875% Exchangeable Notes to be exchanged.

The initial exchange rate per $ 1,000 principal amount of 2030 0.875% Exchangeable Notes is 38.1570 ordinary shares, which is equivalent to an initial exchange price of approximately $ 26.21 per ordinary share, subject to adjustment in certain circumstances.

The maximum exchange rate is 52.4658 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events.

2 unchanged sentences

In June 2025, NCLC entered into an amendment to the Seventh ARCA (the “ARCA Amendment”).

The ARCA Amendment increased the aggregate amount of the lenders’ commitments under the Revolving Loan Facility from $ 1.7 billion to approximately $ 2.5 billion and modified the vessels that serve as collateral.

The Revolving Loan Facility and related guarantees are now secured by first-priority interests in, among other things and subject to certain agreed security principles, 14 of our vessels.

Concurrently, NCLC also entered into a supplemental indenture that modified the collateral for the 8.125 % senior secured notes due 2029 such that this collateral is the same as the ARCA Amendment.

The ARCA Amendment increased the aggregate amount of the lenders’ commitments under the Revolving Loan Facility from $ 1.7 billion to approximately $ 2.5 billion.

In July 2025, we took delivery of Oceania Allura.

We have export credit financing in place for 80 % of the contract price.

The associated € 570.4 million term loan bears interest at a fixed rate of 1.50 % per annum with a maturity date of July 10, 2037.

Principal and interest payments are payable semiannually.

In September 2025, NCLC issued approximately $ 1.4 billion in aggregate principal amount of 2030 0.750% Exchangeable Notes due September 15, 2030.

The 2030 0.750% Exchangeable Notes are general senior unsecured obligations of NCLC and guaranteed by NCLH on a senior unsecured basis.

Holders may exchange all or a portion of the 2030 0.750% Exchangeable Notes at the holder’s option (i) at any time prior to the close of business on the business day immediately preceding March 15, 2030, subject to the satisfaction of certain conditions and during certain periods, and (ii) on or after March 15, 2030 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met.

Upon exchange of the 2030 0.750% Exchangeable Notes, NCLC will satisfy its exchange obligation by paying cash up to the aggregate principal amount of the 2030 0.750% Exchangeable Notes to be exchanged and paying or delivering, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at NCLC’s election, in respect of the remainder, if any, of NCLC’s exchange obligation in excess of the aggregate principal amount of the 2030 0.750% Exchangeable Notes to be exchanged.

The initial exchange rate per $ 1,000 principal amount of 2030 0.750% Exchangeable Notes is 29.1189 ordinary shares, which is equivalent to an initial exchange price of approximately $ 34.34 per ordinary share, subject to adjustment in certain circumstances.

The maximum exchange rate is 40.7664 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events.

The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction.

The 2030 0.750% Exchangeable Notes pay interest at 0.750 % per annum, semiannually on March 15 and September 15 of each year, to holders of record at the close of business on the immediately preceding March 1 and September 1, respectively.

NCLC used the net proceeds from the issuance of the 2030 0.750% Exchangeable Notes , together with the proceeds from the September Equity Offering (as defined below) and cash on hand, to repurchase (the “Repurchases”) (through its agent) approximately $ 958.0 million aggregate principal amount of its 2027 1.125% Exchangeable Notes for approximately $ 1,009.5 million and approximately $ 449.0 million aggregate principal amount of its 2027 2.50%

Exchangeable Notes for approximately $ 480.5 million, plus, in each case, accrued and unpaid interest thereon to, but excluding, the repurchase date.

Additionally, in September 2025, the Company completed a registered direct offering of 3,313,868 ordinary shares at a price of $ 24.53 per share (the “September Equity Offering”).

In connection with the September Equity Offering, the Company entered into individually negotiated share purchase agreements with certain institutional investors holding the 2027 1.125% Exchangeable Notes and 2027 2.50% Exchangeable Notes.

The Company used the proceeds from the September Equity Offering, together with the net proceeds from the 2030 0.750% Exchangeable Notes offering and cash on hand, to fund the Repurchases.

Also in September 2025, NCLC issued (i) $ 1.2 billion aggregate principal amount of 5.875 % senior unsecured notes due 2031 (the “2031 Notes”) and (ii) $ 850.0 million aggregate principal amount of 6.250 % senior unsecured notes due 2033 (the “2033 Notes”).

NCLC may, at its option, redeem the 2031 Notes, in whole or in part, (i) prior to September 15, 2027 (the “2031 Notes First Call Date”), at a redemption price equal to 100 % of the principal amount of the 2031 Notes to be redeemed plus an applicable “make-whole” amount, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, and (ii) on or after the 2031 Notes First Call Date, at the redemption prices set forth in the 2031 Notes indenture, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.

In addition, at any time and from time to time prior to the 2031 Notes First Call Date, NCLC may redeem up to 40 % of the aggregate principal amount of the 2031 Notes with the net proceeds of certain equity offerings at a redemption price equal to 105.875 % of the principal amount of the 2031 Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60 % of the aggregate principal amount of the 2031 Notes issued remains outstanding following such redemption.

The 2031 Notes pay interest at 5.875 % per annum, semiannually in arrears on January 15 and July 15 of each year, to holders of record at the close of business on the immediately preceding January 1 and July 1, respectively.

NCLC may, at its option, redeem the 2033 Notes, in whole or in part, (i) prior to September 15, 2028 (the “2033 Notes First Call Date”), at a redemption price equal to 100 % of the principal amount of the 2033 Notes to be redeemed plus an applicable “make-whole” amount, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, and (ii) on or after the 2033 Notes First Call Date, at the redemption prices set forth in the 2033 Notes indenture, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.

In addition, at any time and from time to time prior to the 2033 Notes First Call Date, NCLC may redeem up to 40 % of the aggregate principal amount of the 2033 Notes with the net proceeds of certain equity offerings at a redemption price equal to 106.250 % of the principal amount of the 2033 Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60 % of the aggregate principal amount of the 2033 Notes issued remains outstanding following such redemption.

The 2033 Notes pay interest at 6.250 % per annum, semiannually in arrears on September 15 and March 15 of each year, to holders of record at the close of business on the immediately preceding September 1 and March 1, respectively.

The 2031 Notes and 2033 Notes indentures each contain covenants that limit the ability of NCLC and its restricted subsidiaries to, among other things:

(i) create liens on certain assets to secure debt;

(ii) enter into sale leaseback transactions;

and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets.

NCLC used the net proceeds from the issuance of the 2031 Notes and 2033 Notes, together with cash on hand, to (i) fund its cash tender offer (the “Tender Offer”) to repurchase any and all of its outstanding 5.875% senior unsecured notes due 2026 (the “2026 Notes”) and its 5.875% senior secured notes due 2027 (the “2027 Notes”), (ii) redeem all of the 2026 Notes and 2027 Notes that were not accepted for purchase in the Tender Offer, (iii) redeem all of its 8.125% senior secured notes due 2029 (the “2029 Notes”) and (iv) pay accrued and unpaid interest on the 2026 Notes, the 2027 Notes and the 2029 Notes purchased or redeemed, as applicable, as well as pay related transaction premiums, fees and expenses.

The repayment of the 2027 Notes and the 2029 Notes also released the related collateral, after which NCLC revised its collateral on the Revolving Loan Facility by substituting certain ships.

The Revolving Loan Facility and related guarantees are now secured by first-priority interests in, among other things and subject to certain agreed security principles, nine of our vessels.

During the three months ended September 30, 2025, the related losses on extinguishment for the 2027 1.125% Exchangeable Notes, 2027 2.50% Exchangeable Notes, 2026 Notes, 2027 Notes and 2029 Notes were approximately $ 154.5 million, which were recognized in interest expense, net.

Exchangeable Notes

The following is a summary of NCLC’s exchangeable notes as of June 30, 2025 (in thousands):

The following is a summary of NCLC’s exchangeable notes as of September 30, 2025 (in thousands):

Financing Fees

9 unchanged sentences

(1) Classified within current portion of long-term debt.

Subsequent to June 30, 2025, substantially all the remaining holders of the 2025 Exchangeable Notes elected to exchange their notes for 5,120,487 NCLH ordinary shares and the remaining unexchanged notes were repaid in cash at maturity.

During the three months ended September 30, 2025, substantially all the remaining holders of the 2025 Exchangeable Notes elected to exchange their notes for 5,120,487 NCLH ordinary shares and the remaining unexchanged notes were repaid in cash at maturity.

The following provides a summary of the interest expense of NCLC’s exchangeable notes (in thousands):

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Coupon interest

Amortization of deferred financing fees

As of June 30, 2025, the effective interest rate is 5.97 %, 1.64 %, 3.06 % and 1.06 % for the 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes, 2027 2.5% Exchangeable Notes and 2030 Exchangeable Notes, respectively.

As of September 30, 2025, the effective interest rate is 1.64 %, 3.06 %, 1.06 % and 1.14 % for the 2027 1.125% Exchangeable Notes, 2027 2.5% Exchangeable Notes, 2030 0.875% Exchangeable Notes and 2030 0.750% Exchangeable Notes, respectively.

Debt Repayments

The following are scheduled principal repayments on our long-term debt including exchangeable notes, which can be, or in the case of certain of the 2025 Exchangeable Notes have been, settled in NCLH ordinary shares, and finance lease obligations as of June 30, 2025 (in thousands):

The following are scheduled principal repayments on our long-term debt including exchangeable notes, portions of which can be settled in NCLH ordinary shares, and finance lease obligations as of September 30, 2025 (in thousands):

Remainder of 2025

Debt Covenants

As of June 30, 2025, we were in compliance with all of our debt covenants.

As of September 30, 2025, we were in compliance with all of our debt covenants.

If we do not continue to remain in compliance with our covenants, we would have to seek additional amendments to or waivers of our covenants.

13 unchanged sentences

We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices.

We attempt to minimize these risks through a combination of our normal operating and financing activities and through

the use of derivatives.

We assess whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of our hedged forecasted transactions.

We attempt to minimize these risks through a combination of our normal operating and financing activities and through the use of derivatives.

We assess whether derivatives used in hedging transactions are “highly effective” in offsetting

changes in the cash flow of our hedged forecasted transactions.

We use qualitative assessments or regression analysis for hedge relationships, and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction.

5 unchanged sentences

We do not anticipate non-performance by any of our significant counterparties.

As of June 30, 2025, we had fuel swaps, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 913 thousand metric tons of our projected fuel purchases, maturing through December 31, 2027 .

As of June 30, 2025, we had fuel swaps pertaining to approximately 94 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through October 31, 2027 .

As of June 30, 2025, we had foreign currency forwards and collars which were used to mitigate the financial impact of volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros.

The notional amount of our foreign currency contracts were € 764.2 million, or $ 900.8 million based on the euro/U.S.

dollar exchange rate as of June 30, 2025.

As of September 30, 2025, we had fuel swaps, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 764 thousand metric tons of our projected fuel purchases, maturing through December 31, 2027 .

As of September 30, 2025, we also had fuel swaps pertaining to approximately 78 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through October 31, 2027 .

As of September 30, 2025, we had foreign currency forwards and collars which were used to mitigate the financial impact of volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros.

The notional amount of these foreign currency contracts were € 1.1 billion, or $ 1.3 billion based on the euro/U.S.

dollar exchange rate as of September 30, 2025.

As of September 30, 2025, we also had foreign currency forwards not designated as hedges, which were used to mitigate the financial impact of volatility in foreign currency exchange rates related to principal and interest of debt denominated in euros.

The notional amount of these foreign currency contracts were € 79.7 million, or $ 93.5 million based on the euro/U.S.

dollar exchange rate as of September 30, 2025.

The derivatives measured at fair value and the respective location in the consolidated balance sheets include the following (in thousands):

September 30,

Balance Sheet Location

17 unchanged sentences

Other long-term liabilities

Foreign currency contracts

Accrued expenses and other liabilities

Total derivatives not designated as hedging instruments

11 unchanged sentences

The following table discloses the gross and net amounts recognized within assets and liabilities (in thousands):

June 30, 2025

September 30, 2025

December 31, 2024

13 unchanged sentences

(Loss) into Income (Expense)

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Fuel contracts

17 unchanged sentences

(Loss) into Income (Expense)

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Fuel contracts

5 unchanged sentences

The effects of cash flow hedge accounting on the consolidated statements of operations include the following (in thousands):

Three Months Ended June 30, 2025

Three Months Ended June 30, 2024

Three Months Ended September 30, 2025

Three Months Ended September 30, 2024

(Expense), net

6 unchanged sentences

Fuel contracts

Six Months Ended June 30, 2025

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2025

Nine Months Ended September 30, 2024

( Expense), net

7 unchanged sentences

Long-Term Debt

As of June 30, 2025 and December 31, 2024, the fair value of our long-term debt, including the current portion, was $ 13.6 billion and $ 12.8 billion, respectively, which was $ 0.6 billion lower than the carrying values, excluding deferred financing costs.

As of September 30, 2025 and December 31, 2024, the fair value of our long-term debt, including the current portion, was $ 14.1 billion and $ 12.8 billion, respectively, which was $ 0.8 billion and $ 0.6 billion lower, respectively, than the carrying values, excluding deferred financing costs.

The difference between the fair value and carrying value of our long-term debt is due to our fixed and variable rate debt obligations carrying interest rates that are above or below market rates at the measurement dates.

12 unchanged sentences

Additionally, in March 2025, NCLH granted 1.1 million performance-based restricted share units to certain members of our management team, which vest upon the achievement of certain pre-established performance targets established through 2027 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2028.

The following is a summary of restricted share unit activity for the six months ended June 30, 2025:

The following is a summary of restricted share unit activity for the nine months ended September 30, 2025:

Average Grant

5 unchanged sentences

Forfeited or expired

Non-vested as of June 30, 2025

The following is a summary of option activity for the six months ended June 30, 2025:

Non-vested as of September 30, 2025

The following is a summary of option activity for the nine months ended September 30, 2025:

Number of Share Option Awards

6 unchanged sentences

( 1,845,107 )

Outstanding as of June 30, 2025

Outstanding as of September 30, 2025

The compensation expense recognized for share-based compensation for the periods presented includes the following (in thousands):

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Payroll and related expense

3 unchanged sentences

Ship Construction Contracts

For the Oceania Cruises brand, the second Allura Class Ship, Oceania Allura, at approximately 68,000 Gross Tons and 1,200 Berths, was delivered in July 2025.

We refer you to Note 13 – “Subsequent Event” for additional information.

For the Norwegian brand, we have three Prima Class Ships on order, each ranging from approximately 156,000 to 169,000 Gross Tons with 3,565 to 3,840 Berths, with currently scheduled delivery dates from 2026 through 2028.

Norwegian brand, we also have an order for four additional ships, each at approximately 227,000 Gross Tons and 5,000 Berths, with currently scheduled delivery dates from 2030 through 2036.

For the Oceania Cruises brand, we also have an order for four Sonata Class Ships, each at approximately 86,000 Gross Tons and 1,390 Berths, with currently scheduled delivery dates from 2027 through 2035.

For the Norwegian brand, we also have an order for four additional ships, each at approximately 227,000 Gross Tons and 5,000 Berths, with currently scheduled delivery dates from 2030 through 2036.

For the Oceania Cruises brand, we have an order for four Sonata Class Ships, each at approximately 86,000 Gross Tons and 1,390 Berths, with currently scheduled delivery dates from 2027 through 2035.

For the Regent Seven Seas Cruises brand, we have an order for two Prestige Class Ships, each at approximately 77,000 Gross Tons and 822 Berths, with currently scheduled delivery dates in 2026 and 2030.

1 unchanged sentence

These and other impacts could result in additional delays in ship deliveries in the future, which may be prolonged.

As of June 30, 2025, the combined contract prices, including amendments and change orders, of the 12 ships then on order for delivery (including Oceania Allura but excluding the two Sonata Class Ships on order for Oceania Cruises that we previously had the option to cancel as of June 30, 2025) was approximately € 17.2 billion, or $ 20.3 billion based on the euro/U.S.

dollar exchange rate as of June 30, 2025.

The combined contract prices of the two additional Sonata Class Ships on order for delivery as of July 2025 was approximately € 1.8 billion, or $ 2.1 billion based on the euro/U.S.

dollar exchange rate as of June 30, 2025.

As of September 30, 2025, the combined contract prices, including amendments and change orders, of the 13 ships on order were approximately € 18.4 billion, or $ 21.6 billion based on the euro/U.S.

dollar exchange rate as of September 30, 2025.

For ships on order, excluding the two Sonata Class Ships on order for Oceania Cruises with currently scheduled delivery in 2032 and 2035 and the two additional ships on order for Norwegian Cruise Line with currently scheduled delivery in 2034 and 2036, we currently have obtained export credit financing which is expected to fund approximately 80 % of the contract price of each ship as well as related financing premiums, subject to certain conditions.

1 unchanged sentence

However, if any such events were to occur, it could result in, among other things, the forfeiture of prior deposits or payments made by us and potential claims and impairment losses which may materially impact our business, financial condition and results of operations.

As of June 30, 2025, our minimum annual payments for non-cancelable ship construction contracts, which exclude the two Sonata Class Ships with the previously existing options to cancel as of June 30, 2025, were as follows (in thousands):

Remainder of 2025

Total minimum annual payments

In July 2025, we confirmed the last two Sonata Class Ships and also reset certain ship delivery dates.

The table below reflects these changes on our minimum annual payments (in thousands):

As of September 30, 2025, our minimum annual payments for non-cancelable ship construction contracts were as follows (in thousands):

Remainder of 2025

8 unchanged sentences

The complaint, filed by Havana Docks Corporation (the “Havana Docks Matter”), alleges it holds an interest in the Havana Cruise Port Terminal, which was expropriated by the Cuban Government.

The complaint further alleges that the Company “trafficked” in the property by embarking and disembarking passengers at the facility, as well as profiting from the Cuban Government’s possession of the property.

complaint further alleges that the Company “trafficked” in the property by embarking and disembarking passengers at the facility, as well as profiting from the Cuban Government’s possession of the property.

The plaintiff seeks all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs.

10 unchanged sentences

On October 22, 2024, the Eleventh Circuit reversed the trial court in the pending matter and dismissed the claim.

On March 6, 2025, the plaintiff filed a Petition for Writ of Certiorari with the Supreme Court of the United States seeking to overturn the Eleventh Circuit’s dismissal of the matter.

On October 3, 2025, the plaintiff’s Petition for Writ of Certiorari was granted by the Supreme Court of the United States, and we expect the case to be argued in early 2026.

We believe that the likelihood of loss related to this matter is reasonably possible but not probable at this time;

8 unchanged sentences

Other Contingencies

The Company also has agreements with its credit card processors that govern approximately $ 3.6 billion in advance ticket sales at June 30, 2025 that have been received by the Company relating to future voyages.

The Company also has agreements with its credit card processors that govern approximately $ 2.9 billion in advance ticket sales at September 30, 2025 that have been received by the Company relating to future voyages.

These agreements allow the credit card processors to require under certain circumstances, including the existence of a material adverse change, excessive chargebacks and other triggering events, that the Company maintain a reserve which would be satisfied by posting collateral.

Although the agreements vary, these requirements may generally be satisfied either through a

percentage of customer payments withheld or providing cash funds directly to the card processor.

Although the agreements vary, these requirements may generally be satisfied either through a percentage of customer payments withheld or providing cash funds directly to the card processor.

Any cash reserve or collateral requested could be increased or decreased.

1 unchanged sentence

Other Income (Expense), Net

For the three and six months ended June 30, 2025, other income (expense), net was expense of $ 156.4 million and $ 180.9 million, respectively, and for the three and six months ended June 30, 2024, other income (expense), net was income of $ 1.9 million and $ 20.0 million, respectively, primarily due to net gains and losses on foreign currency remeasurements of our euro-denominated debt.

For the three and nine months ended September 30, 2025, other income (expense), net was income of $ 13.0 million and expense of $ 167.9 million, respectively, and for the three and nine months ended September 30, 2024, other income (expense), net was expense of $ 34.1 million and $ 14.1 million, respectively, primarily due to net gains and losses on foreign currency remeasurements.

Supplemental Cash Flow Information

For the six months ended June 30, 2025 and 2024, we had non-cash investing activities consisting of changes in accruals related to property and equipment of $ 44.7 million and $ 36.3 million, respectively.

Subsequent Event

In July 2025, we took delivery of Oceania Allura.

We have export credit financing in place for 80 % of the contract price.

The associated € 570.4 million term loan bears interest at a fixed rate of 1.50 % with a maturity date of July 10, 2037 .

Principal and interest payments are payable semiannually .

For the nine months ended September 30, 2025 and 2024, we had non-cash investing activities consisting of changes in accruals related to property and equipment of $ 20.2 million and $ 6.6 million, respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements