What changed in this filing

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Item 1. Business

2026-03-02 compared with 2025-02-27 · 184 added, 283 removed, 456 unchanged (51% of the section changed)

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In February 2011, NCLH, a Bermuda limited company, was formed.

In January 2013, NCLH completed its IPO and the ordinary shares of NCLC were exchanged for the ordinary shares of NCLH, and NCLH became the owner of 100% of the ordinary shares and parent company of NCLC.

In January 2013, NCLH completed its initial public offering and the ordinary shares of NCLC were exchanged for the ordinary shares of NCLH, and NCLH became the owner of 100% of the ordinary shares and parent company of NCLC.

In November 2014, we completed the acquisition of PCI.

During the fourth quarter of 2023, in response to the Organisation for Economic Co-operation and Development (“OECD”)’s BEPS 2.0 Pillar 2 global tax reform, the Company restructured its organizational structure by realigning many of its operations across its three different brands into a single jurisdiction, Bermuda.

In late 2023, in response to the Organisation for Economic Co-operation and Development (“OECD”)’s BEPS 2.0 Pillar 2 global tax reform, the Company restructured its organizational structure by realigning many of its operations across its three different brands into a single jurisdiction, Bermuda.

In connection with the reorganization, among other steps, certain NCLH subsidiaries previously domiciled in the Isle of Man, the Cayman Islands, the Republic of the Marshall Islands, the Republic of Panama and the state of Delaware, were redomiciled to Bermuda.

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As of December 31, 2025, we had 34 ships with approximately 71,400 Berths.

The Company expects to add 13 additional ships to our fleet from 2025 through 2036.

For the Norwegian brand, we have four Prima Class Ships on order with currently scheduled delivery dates from 2025 through 2028.

For Oceania Cruises, we have one Allura Class Ship on order for delivery in 2025.

We expect to add 17 additional ships to our fleet from 2026 through 2037.

For the Norwegian brand, 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 Oceania Cruises ships with deliveries currently scheduled from 2027 through 2031, two Prestige Class Ships with deliveries currently scheduled in 2026 and 2029 and four Norwegian Cruise Line ships with deliveries currently scheduled from 2030 through 2036.

We have the option to cancel the last two ships on order for Oceania Cruises currently scheduled for delivery in 2030 and 2031.

five Sonata Class Ships with deliveries currently scheduled from 2027 through 2037, four Prestige Class Ships with deliveries currently scheduled from 2026 through 2036 and five Norwegian Cruise Line ships with deliveries currently scheduled from 2030 through 2037.

The orders for the Prestige Class Ships to be delivered in 2033 and 2036 and the Sonata Class Ship and Norwegian Cruise Line ship each to be delivered in 2037 will be effective upon financing.

Corporate Information

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Farkas, the Company’s Executive Vice President, General Counsel, Chief Development Officer and Secretary, is our agent for service of process at our principal executive offices.

The following table presents information about our ships and their primary areas of operation based on current and future itineraries, which are subject to change.

Primary Areas of Operation

The following table presents information about our ships:

Norwegian Aura (2)

Norwegian Luna (3)

The Bahamas, Caribbean

Norwegian Aqua

Bermuda, Europe, Caribbean

Norwegian Viva

The Bahamas, Caribbean, Europe

Norwegian Prima

The Bahamas, Bermuda, Caribbean, Europe

Norwegian Encore

Alaska, The Bahamas, Caribbean, Central America, Mexico-Pacific, U.S.

Norwegian Bliss

Alaska, The Bahamas, Caribbean, Central America, Europe, Mexico-Pacific, U.S.

Norwegian Joy

Alaska, The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Mexico-Pacific, U.S.

Norwegian Escape

The Bahamas, Bermuda, Canada & New England, Caribbean, Europe

Norwegian Getaway

The Bahamas, Bermuda, Canada & New England, Caribbean, Europe

Norwegian Breakaway

The Bahamas, Bermuda, Canada & New England, Caribbean, Europe

Norwegian Epic

The Bahamas, Caribbean, Europe

Norwegian Gem

The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe

Norwegian Jade

Alaska, Asia, The Bahamas, Caribbean, Central America, Europe, Mexico-Pacific, U.S.

Norwegian Pearl

The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe

Norwegian Jewel

Alaska, Asia, Bermuda, Caribbean, Central America, Mexico-Pacific, U.S.

Pride of America

Norwegian Dawn

Africa, Asia, The Bahamas, Caribbean, Europe

Norwegian Star

Antarctica, Central America, Europe, Mexico-Pacific, South America

Norwegian Sun

Alaska, Asia, The Bahamas, Central America, Hawaii, Mexico-Pacific, South America, South Pacific, U.S.

Norwegian Sky

Africa, Asia, The Bahamas, Canada & New England, Caribbean, Central America, Europe

Norwegian Spirit

Alaska, Asia, Australia & New Zealand, Hawaii, South Pacific

Oceania Cruises

Oceania Sonata (4)

Oceania Allura

The Bahamas, Canada & New England, Caribbean, Europe

Oceania Vista

Africa, Asia, The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe, Mexico-Pacific, South America, South Pacific

Oceania Riviera

Africa, Alaska, Asia, Australia & New Zealand, Europe, South Pacific

Oceania Marina

Africa, Antarctica, Bermuda, Canada & New England, Caribbean, Central America, Europe, South America

Oceania Nautica

Africa, Asia, Australia & New Zealand, Bermuda, Canada & New England, Caribbean, Central America, Europe, Hawaii, South Pacific

Oceania Sirena

Asia, The Bahamas, Bermuda, Caribbean, Central America, Europe, South Pacific

Oceania Regatta

Africa, Alaska, Asia, Australia & New Zealand, Hawaii, Mexico-Pacific, South Pacific, U.S.

Oceania Insignia

Africa, Antarctica, Asia, Australia & New Zealand, Bermuda, Canada & New England, Caribbean, Central America, Europe, Hawaii, Mexico-Pacific, South America, South Pacific, U.S.

Seven Seas Prestige (5)

The Bahamas, Caribbean, Central America, Europe

Seven Seas Grandeur

The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe, Mexico-Pacific

Seven Seas Splendor

Africa, Antarctica, The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe, Mexico-Pacific, South America

Seven Seas Explorer

Alaska, Asia, Australia & New Zealand

Seven Seas Voyager

Africa, Asia, Antarctica, Australia & New Zealand, Europe, South America, South Pacific

Seven Seas Mariner

Africa, Alaska, Asia, Australia & New Zealand, The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe, Hawaii, Mexico-Pacific, South America, South Pacific, U.S.

Seven Seas Navigator

Africa, Asia, Australia & New Zealand, The Bahamas, Bermuda, Caribbean, Europe, South Pacific

(1) The table above does not include the nine additional ships on order (excluding two ships with options to cancel).

(1) The table above does not include the 13 additional ships on order.

(2) The fifth of the Prima Class Ships, which is expected to be delivered in 2027.

(3) The fourth of the Prima Class Ships, which is expected to be delivered in 2026.

(3) The third of the Prima Class Ships, which is expected to be delivered in 2025.

(4) The second of the Allura Class Ships, which is expected to be delivered in 2025.

(4) The first of the Sonata Class Ships, which is expected to be delivered in 2027.

(5) The first of the Prestige Class Ships, which is expected to be delivered in 2026.

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Our Corporate Strategy

Our corporate strategy is based on four pillars and bolstered by our commitment to sustainability.

People Excellence

We seek to foster a culture based on innovation, collaboration, transparency and passion while supporting our team members to reach their full potential by developing talent both shoreside and shipside.

Guest Centric Product Offering

We seek to deliver vacations that our guests value, providing digital and other tools to make it easier for them to curate their experience throughout the customer journey.

We are focused on delivering exceptional onboard experiences, focusing on capturing more pre-cruise spend.

Long-term Growth Platform

We seek to expand only into offerings that matter most to our current and future guests and that deliver meaningful experiences and improve returns.

For example, we are building larger, more efficient vessels to drive returns while enhancing the guest experience.

Additionally, we have a disciplined approach to capital allocation.

Exceptional Performance

We are focused on pricing optimization, cost excellence and operating responsibly to generate enhanced returns.

We are currently undergoing a broad and ongoing effort to improve operating efficiencies, including cost minimization initiatives, allowing us to progress towards achieving lower leverage.

Our Commitment to Sustainability

Our global sustainability program, Sail & Sustain, is centered around our commitment to drive a positive impact on society and the environment while delivering on our vision to be the vacation of choice for everyone around the world.

Our corporate strategy is based on people excellence, a guest-centric product offering, a scalable long-term growth platform and a focus on exceptional performance, all underpinned by our commitment to sustainability.

Competitive Strengths

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Our portfolio of three award-winning brands operates a combined 34 ships, ranging in size from approximately 500 to over 4,000 Berths.

Norwegian’s ships cater to a variety of travelers with up to 20 dining options;

various attractions, including the world’s only racetracks at sea;

Norwegian’s ships cater to a variety of travelers with up to 20 dining options on select ships;

various attractions, including the world’s first hybrid rollercoaster and waterslide at sea;

a wide array of entertainment options;

full-service spas at sea;

and a diverse range of accommodations, including luxury suites in The Haven, studio staterooms designed and priced for the solo traveler and everything in between.

Oceania Cruises’ award-winning onboard dining, with multiple open seating dining venues, is a central highlight of its cruise experience.

Regent’s all-inclusive fare includes unlimited shore excursions in every port, a one-night pre-cruise hotel package in Concierge Suites and higher, specialty dining, unlimited premium beverages, including fine wines and spirits, pre-paid gratuities, unlimited Starlink Wi-Fi, valet laundry service and other amenities.

Regent also offers an Ultimate All-Inclusive Air option, which includes the previously stated amenities plus flights with the flexibility to choose the desired air class, transfers between airport and ship and a private executive chauffer credit for private transfers.

and a diverse range of accommodations, including luxury suites in The Haven, studio staterooms designed and priced for solo travelers and everything in between.

Oceania Cruises’ award-winning onboard dining, with multiple open seating dining venues, is a central highlight of its cruise experience, complemented by destination-focused itineraries that emphasize immersive, in-depth exploration.

On January 7, 2026, Oceania Cruises began exclusively welcoming guests aged 18 and older for all new reservations for future voyages, elevating the onboard ambiance and responding to the preferences of its guests.

Upscale Guest Demographic

Our target demographic consists primarily of high-net-worth travelers who appreciate upscale experiences.

This customer base has proven to be resilient during economic downturns and demonstrates strong repeat booking patterns.

Diversified Itinerary Mix

We have a wide variety of itineraries to over 700 ports around the world.

Our brands offer diverse itineraries to worldwide destinations including Europe, Asia, Australia, New Zealand, South America, Africa, Canada, Bermuda, the Caribbean, Alaska and Hawaii.

Our target demographic consists primarily of seasoned travelers and premium families who appreciate upscale experiences.

This customer base has proven to be resilient during economic downturns and delivers strong repeat booking patterns.

Diversified Itinerary Mix Catering to Guest Demographics

We have a wide variety of itineraries to approximately 700 ports around the world.

Our brands offer diverse itineraries to global destinations including Europe, Asia, Australia, New Zealand, South America, Africa, Canada, Bermuda, the Caribbean, Alaska and Hawaii.

The Company also operates two private destinations:

Great Stirrup Cay in The Bahamas and Harvest Caye in Belize.

Recent enhancements to Great Stirrup Cay, which include a new pier, an expansive pool area with a splash pad for children, the private adults-only Vibe Shore Club and other amenities, help our voyages further appeal to our target demographics.

These amenities will be enhanced in the summer of 2026 with the opening of the Great Tides Waterpark with 19 waterslides, an 800-foot dynamic river and additional experiences.

Strong Growth Profile

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We maintain strong relationships with travel partners, have sophisticated revenue management strategies, and focus on operational excellence to drive shareholder value.

Reduce leverage and optimize our balance sheet

In 2024 and 2025, we continued to take actions to improve our capital structure as part of our long-term financial strategy.

● In September 2024, NCLC issued $315.0 million aggregate principal amount of 6.250% senior unsecured notes due 2030.

The net proceeds, together with cash on hand, were used to redeem $315.0 million aggregate principal amount of the 3.625% senior unsecured notes due 2024, including to pay any accrued and unpaid interest thereon.

● In January 2025, the full amount of outstanding borrowings under the Breakaway one loan, Breakaway two loan, Marina newbuild loan and Riviera newbuild loan, plus any accrued and unpaid interest thereon, was repaid.

● Also in January 2025, NCLC issued $1.8 billion aggregate principal amount of 6.750% senior unsecured notes due 2032.

The net proceeds, together with cash on hand, were used to redeem $600.0 million aggregate principal amount of 8.375% senior secured notes due 2028 and $1.2 billion aggregate principal amount of 5.875% senior unsecured notes due 2026, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses.

● Additionally in January 2025, the Revolving Loan Facility was increased from $1.2 billion to $1.7 billion with the maturity date extended to 2030, and the collateral of the Revolving Loan Facility and the 8.125% senior secured notes due 2029 were modified.

Refer to Note 9 – “Long-Term Debt” for further details about the above transactions.

Optimize Our Balance Sheet

In 2025, we continued to take actions to improve our capital structure as part of our long-term financial strategy.

We completed several transactions during the year which are described in detail in Note 9 – “Long-Term Debt”.

Disciplined Fleet Expansion

For the Norwegian brand, we have four Prima Class Ships on order with currently scheduled delivery dates from 2025 through 2028.

The third and fourth Prima Class Ships will be approximately 156,000 Gross Tons with 3,550 Berths, and the fifth and sixth Prima Class Ships will be approximately 169,000 Gross Tons with 3,850 Berths.

For the Norwegian brand, we also have an order for four additional ships, each at approximately 225,000 Gross Tons and 5,150 Berths, with currently scheduled delivery dates from 2030 through 2036.

For the Oceania Cruises brand, we have an order for one Allura Class Ship to be delivered in 2025, which will be approximately 68,000 Gross Tons and 1,200 Berths.

For the Oceania Cruises brand, we also have an order for four additional ships (which includes two ships on order, which are currently scheduled for delivery in 2030 and 2031, that we have the option to cancel), each at approximately 86,000 Gross Tons and 1,450 Berths, with currently scheduled delivery dates from 2027 through 2031.

For the Regent Seven Seas Cruises brand, we have an order for two Prestige Class Ships, each at approximately 77,000 Gross Tons and 850 Berths, with currently scheduled delivery dates in 2026 and 2029.

The impacts of initiatives to improve environmental sustainability and modifications the Company plans to make to its newbuilds and/or other macroeconomic conditions and events have resulted in delays in expected ship deliveries.

For the Norwegian brand, we have three Prima Class Ships on order with currently scheduled delivery dates from 2026 through 2028.

The fourth Prima Class Ship will be approximately 154,000 Gross Tons with 3,565 Berths, and the fifth and sixth Prima Class Ships will each be approximately 170,000 Gross Tons with 3,880 Berths.

For the Norwegian brand, we also have an order for five additional ships, each at approximately 227,000 Gross Tons and 5,000 Berths, with currently scheduled delivery dates from 2030 through 2037.

For the Oceania Cruises brand, we have an order for five Sonata Class Ships, each at approximately 86,000 Gross Tons and 1,390 Berths, with currently scheduled delivery dates from 2027 through 2037.

For the Regent Seven Seas Cruises brand, we have an order for four Prestige Class Ships, each at approximately 77,000 Gross Tons and 822 Berths, with currently scheduled delivery dates from 2026 through 2036.

The orders for the Prestige Class Ships to be delivered in 2033 and 2036 and the Sonata Class Ship and Norwegian Cruise Line ship each to be delivered in 2037 will be effective upon financing.

The impacts of initiatives to improve environmental sustainability and modifications that NCLH plans to make to its newbuilds to improve their profitability and better space out the newbuilds, along with shipyard availability, have resulted in us resetting delivery dates for certain expected ship deliveries.

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

We believe these new ships will allow us to continue expanding the reach of our brands, position us for accelerated growth and provide an optimized return on invested capital.

For ships on order, excluding the two ships on order for Oceania Cruises that we have the option to cancel and the four additional ships on order for Norwegian Cruise Line with currently scheduled delivery from 2030 to 2036, we 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.

For ships with effective orders, 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 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.

Additionally, the Company executed long-term charter agreements, each inclusive of purchase options, for Norwegian Sky beginning in 2026 and Norwegian Sun beginning in 2027, and we are currently negotiating a bareboat charter with a purchase option for Seven Seas Navigator, which is expected to be completed before the end of the first quarter of 2026.

These types of agreements are being pursued as part of our ship disposal strategy for certain older vessels in our fleet.

Our Commitment to Sustainability

The continued success of our business is linked to our ability to operate and grow sustainably.

We are committed to driving a positive impact on society and the environment through our global sustainability program, Sail & Sustain.

The Sail & Sustain program is centered around five pillars:

Reducing Environmental Impact, Sailing Safely, Empowering People, Strengthening Our Communities and Operating with Integrity and Accountability.

We believe long-term value creation depends on managing our environmental and social impacts responsibly.

Our global sustainability program, Sail & Sustain, is centered around five pillars:

Caring for Nature, Sailing Safely, Empowering People, Strengthening Our Communities and Operating with Integrity and Accountability.

The Company’s Board of Directors is actively engaged in overseeing the Sail & Sustain program, strategy and its implementation through its Technology, Environmental, Safety & Security Committee.

Reducing our environmental impact is a key component of the Sail & Sustain program.

The backbone of our ships’ environmental programs is our ISO 14001 – certified Environmental Management System.

This voluntary standard sets requirements for the establishment and implementation of a comprehensive environmental management system and helps us systematically identify, manage and control activities related to our environmental performance, manage progress toward our environmental goals and comply with applicable regulations.

As part of our environmental commitment, we are pursuing net zero greenhouse gas (“GHG”) emissions by 2050 across our operations (Scopes 1 and 2) and value chain (Scope 3).

We have set interim targets to guide us on our path to net zero and provide more details about them in our annual Sail & Sustain report (which does not constitute a part of, and shall not be deemed incorporated by reference into, this Annual Report).

The three components of our climate action strategy are Efficiency, Innovation and Collaboration.

Each ship in our fleet has a Shipboard Energy Efficiency Management Plan with the objective to improve the overall operating efficiency of the ship by implementing methods for energy and fuel savings.

We evaluate, monitor, and implement energy-savings

projects on our existing ships including but not limited to HVAC system upgrades, LED lighting, hydrodynamic upgrades, and waste heat recovery projects.

The path towards net zero is complex, and this effort will require significant technological advancements including commercially viable and scalable low or zero GHG emission fuels, but we are committed to doing our part to facilitate this transition.

For example, we successfully surpassed our 2024 goal of testing the use of biofuel blends on 40% of our fleet by testing biofuel blends on approximately 47% of our fleet.

Biofuels can be blended with traditional marine fuels to support a reduction of lifecycle GHG emissions.

This blend is often considered a drop-in fuel for existing vessels and engines and the use of biofuels does not require modifications to existing engines.

Though biofuels are not expected to be a commercially viable long-term solution, we believe they are viable transition fuels that can support the decarbonization journey as long-term solutions are tested and scaled.

We are also investing in shore power technology, which with the appropriate port infrastructure would allow us to connect to onshore electrical power grids to supply much of the power needed while docked.

A total of 19 ships in our fleet, or approximately 59%, are currently equipped with shore power technology, and we are targeting approximately 70% of our fleet to be equipped by year-end 2025.

To prepare for a long-term transition towards net zero, we have lengthened and reconfigured the designs for the final two Prima Class ships, expected to be delivered in 2027 and 2028, to accommodate the use of green methanol as a future fuel source.

While additional modifications will be needed to fully enable the use of green methanol, these modifications represent an important step forward in the pursuit of net zero by 2050.

We also drive social impact through our philanthropy initiatives, partnerships and community engagement programs.

As a leading global cruise line, our success is dependent on the wellbeing and vibrancy of the destinations we visit across the globe.

We strive to be a great partner to each destination we visit, working together to find sustainable, long-term solutions for the communities, while at the same time allowing our guests to experience all that these incredible destinations have to offer.

We provide regular updates to our stakeholders on our sustainability efforts and promote awareness on important topics through our Sail & Sustain program, our annual Sail & Sustain report and through various communications regarding important sustainability initiatives across distribution channels, including, but not limited to, press releases, social media and our corporate website.

We have published disclosures aligned with the Sustainability Accounting Standards Board framework as well as the recommendations outlined in the Taskforce on Climate-related Financial Disclosures framework to provide additional transparency to our stakeholders.

Climate-related risks, greenhouse gas information and details of our climate action strategy are disclosed in our annual Sail & Sustain report and annual submission to CDP (which does not constitute a part of, and shall not be deemed incorporated by reference into, this Annual Report), which can be found on our website.

We provide regular updates to our stakeholders on our sustainability efforts and publish additional details in our Sail & Sustain report and related website materials.

Climate-related risks, greenhouse gas information and details of our nature and climate action strategy are disclosed in our annual Sail & Sustain report (which does not constitute a part of, and shall not be deemed incorporated by reference into, this Annual Report), which can be found on our website.

For additional information regarding our sustainability initiatives, please visit our website at https://www.nclhltd.com/sustainability.

Highly Experienced Management Team

Our senior management team is comprised of executives with extensive experience in the cruise, travel, leisure and hospitality-related industries.

Our senior management team is comprised of executives with extensive experience in the cruise, travel, leisure, consumer brand and hospitality-related industries.

See “Information about our Executive Officers” below for more information on our highly experienced management team.

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Onboard and Other Revenue

All three brands generate onboard and other revenue for additional products and services which are not included in the cruise fare, including casino operations, certain food and beverage, shore excursions, gift shop purchases, spa services, communication services and other similar items.

All three brands generate onboard and other revenue for additional products and services which are not included in the cruise fare, including casino operations, certain food and beverages, shore excursions, gift shop purchases, spa services, communication services and other similar items.

Food and beverage, casino operations and shore excursions are generally managed directly by us while retail shops, spa services, art auctions and communication services may be managed through contracts with third-party concessionaires.

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To maximize onboard revenue, all three brands use various cross-marketing and promotional tools which are supported by point-of-sale systems permitting “cashless” transactions for the sale of these products and services.

Oceania Cruises’ ticket prices include specialty dining, entertainment, Starlink Wi-Fi, laundry, gratuities and certain other amenities.

Regent’s ticket prices typically include onboard amenities such as unlimited complimentary shore excursions, beverages including fine wines and liquors, entertainment, specialty dining, Starlink Wi-Fi, valet laundry, gratuities and more.

Oceania Cruises’ ticket prices include specialty dining, entertainment, Wi-Fi, laundry, gratuities and certain other amenities.

Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire fiscal year.

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In addition, we compete with land-based vacation alternatives, such as hotels and resorts, vacation ownership properties, casinos, and tourist destinations throughout the world.

Ship Operations and Cruise Infrastructure

Ship Maintenance and Logistics

Sophisticated and efficient maintenance and operations systems support the technical capabilities and modern look of our fleet.

In addition to routine repairs and maintenance performed on an ongoing basis and in accordance with applicable requirements, each of our ships is generally taken out of service, approximately every 24 to 60 months, for a period of one or more weeks for scheduled maintenance work, repairs and improvements performed in Dry-dock.

Dry-dock interval is a statutory requirement controlled under IMO requirements reflected in chapters of the International Convention of the Safety of Life at Seas (“SOLAS”) and to some extent the International Load Lines Convention.

Under these regulations, it is required that a passenger ship Dry-dock once in five years (depending on age of vessel) or twice in five years (depending on flag state and age of vessel), and the maximum interval between each Dry-dock cannot exceed three years (depending on flag state and age of vessel).

However, most of our international ships qualify under a special exemption provided by The Bahamas and/or Marshall Islands (flag state), as applicable, after meeting certain criteria set forth by the ship’s flag state to Dry-dock once every five years.

To the extent practical, each ship’s crew, catering and hotel staff remain with the ship during the Dry-dock period and assist in performing repair and maintenance work.

Accordingly, Dry-dock work is typically performed during non-peak demand periods to minimize the adverse effect on revenue that results from ships being out of service.

Dry-docks are typically scheduled in spring or autumn and depend on shipyard availability.

We typically take this opportunity to upgrade the vessels in all areas of both guest-facing services and innovative compliance technology.

Our largest capital expenditures are for ship construction and acquisition.

Our largest operating expenditures are for payroll and related (including our contract with a third party who provides certain crew services), fuel, airfare, food and

beverage, advertising and marketing and travel advisor services.

Our largest operating expenditures are for payroll and related (including our contract with a third party who provides certain crew services), fuel, airfare, food and beverage, advertising and marketing and travel advisor services.

Most of the supplies that we require are typically available from numerous sources at competitive prices.

In addition, due to the large quantities that we purchase, we typically can obtain favorable prices for many of our supplies.

Our purchases for ship construction expenditures are generally denominated in euros and other purchases are denominated primarily in U.S.

Payment terms granted by the suppliers are generally customary terms for the cruise industry.

Crew and Staff

Best-in-class guest service levels are paramount in the markets in which we operate, where travelers have discerning tastes and high expectations for quality service.

We have dedicated resources to ensure that our service offerings on all of our ships meet the demands of our guests.

Among other initiatives, we have implemented rigorous onboard training programs, with a focus on career development.

We believe that our dedication to anticipating and meeting our guests’ every need differentiates our operations and fosters close relationships between our guests and crew, helping to build customer loyalty.

We place the utmost importance on the safety of our guests, crew and the communities we visit.

We operate all our vessels to meet and exceed the requirements of SOLAS and International Management Code for the Safe Operation of Ships and for Pollution Prevention (“ISM Code”), the international safety standards which govern the cruise industry.

Crew members are trained in the Company’s stringent safety protocols, participating in regular safety trainings, exercises and drills onboard every one of our ships to familiarize themselves and become proficient with the safety equipment onboard.

We developed Infectious Disease Management Protocols, which were certified and audited to DNV’s Certification in Infection Prevention, to further enhance our outbreak prevention and response to all types of infectious disease including, but not limited to COVID-19, norovirus, acute gastroenteritis, influenza and influenza-like illnesses.

Our NCLH Wellness at Sea initiative is designed to create a wellness-conscious work environment on our ships.

We are committed to providing crew members with guidelines, resources, and activities for educational purposes and to help them achieve optimal wellness.

Topics in this initiative address, among other things, nutrition, physical activity, sleep and stress management and alcohol and tobacco awareness.

Our captains and chief engineers are experienced seafarers.

Our bridge and technical officers regularly undergo rigorous operations training such as leadership, navigation, stability, statutory and environmental regulatory compliance.

To support our deck and engine officers while at sea, we have bridge and engine protocols and support documentation in place, dictating specific standard operating procedures.

Our bridge teams conduct a voyage planning process prior to sailing, where the upcoming itinerary is reviewed and discussed by the captain and bridge team prior to departure and in preparation for arrival.

In addition, all of our ships employ state-of-the-art navigational equipment and technology to provide our bridge teams with accurate data regarding the planned itinerary.

Prior to every cruise setting sail, we show a safety video, which runs continuously on the stateroom televisions, and familiarize guests with their muster stations and important safety information.

Our fleet is equipped with modern navigational control and fire prevention and control systems.

We have developed a Safety Management System (“SMS”), which establishes policies, procedures, training, qualification, quality, compliance, audit and self-improvement standards.

SMS also provides real-time reports and information to support the fleet and risk management decisions.

Through these systems, our senior managers, as well as ship management, can focus on consistent, high-quality operation of the fleet.

Our SMS is approved and audited regularly by our classification society, and it also undergoes regular internal audits as well as periodic inspections by the U.S.

Coast Guard, flag state and other port and state authorities.

Payment terms granted by suppliers are generally customary terms for the cruise industry.

We maintain insurance on the hull and machinery of our ships, which are maintained in amounts related to the estimated market value of each ship.

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Trademarks and Trade Names

Under the Norwegian brand, we own a number of registered trademarks relating to, among other things, the names “NORWEGIAN CRUISE LINE” and “FEEL FREE,” the names of our ships (except where trademark applications for these have been filed and are pending), incentive programs and specialty services rendered on our ships and specialty accommodations such as “THE HAVEN BY NORWEGIAN.” We believe that these trademarks are widely recognized throughout North America, Europe and other areas of the world and have considerable value.

Under the Norwegian brand, we own a number of registered trademarks relating to, among other things, the names “NORWEGIAN CRUISE LINE,” “FEEL FREE” and “IT’S DIFFERENT OUT HERE” (the trademark application for this mark has been filed and is pending), the names of our ships (except where trademark applications for these have been filed and are pending), incentive programs and specialty services rendered on our ships and specialty accommodations such as “THE HAVEN BY NORWEGIAN.” We believe that these trademarks are widely recognized throughout North America, Europe and other areas of the world and have considerable value.

Under the Oceania Cruises brand, we own rights in a number of trademarks relating to, among other things, the names “OCEANIA CRUISES” and its logo, “FINEST CUISINE AT SEA,” and “YOUR WORLD.

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Registration of Our Ships

Twenty-one of the ships that we currently operate are registered in The Bahamas.

Twenty-two of the ships that we currently operate are registered in The Bahamas.

One of our ships, Pride of America, is a U.S.-flagged ship.

Ten of our ships are registered in the Marshall Islands.

Eleven of our ships are registered in the Marshall Islands.

Our ships registered in The Bahamas and the Marshall Islands are inspected at least annually pursuant to Bahamian and Marshall Islands requirements and are subject to international laws and regulations and to various U.S.

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Department of Labor.

The international, national, state and local laws, regulations, treaties and other legal requirements applicable to our operations change regularly, depending on the itineraries of our ships and the ports and countries visited.

The international, national, state and local laws, regulations, treaties and other

legal requirements applicable to our operations change regularly, depending on the itineraries of our ships and the ports and countries visited.

Our ships are subject to inspection by the port regulatory authorities in the various countries that they visit.

Such inspections include verification of compliance with the maritime safety, security, environmental, customs, immigration, health and labor regulations applicable to each port as well as with international requirements.

Ship Maintenance and Logistics

Sophisticated and efficient maintenance and operations systems support the technical capabilities and modern look of our fleet.

Dry-dock interval is a statutory requirement controlled under IMO requirements reflected in chapters of the International Convention of the Safety of Life at Seas (“SOLAS”) and, to some extent, the International Load Lines Convention.

To the extent practical, each ship’s crew, catering and hotel staff remain with the ship during the Dry-dock period and assist in performing repair and maintenance work.

Accordingly, Dry-dock work is typically performed during non-peak demand periods to minimize the adverse effect on revenue that results from ships being out of service.

Dry-docks are typically scheduled in spring or autumn and depend on shipyard availability.

We typically take this opportunity to upgrade the vessels in all areas of both guest-facing services and innovative compliance technology.

Economic Substance Requirements

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If such entities cannot demonstrate compliance with these requirements, we may be liable to pay penalties and fines in the applicable jurisdictions and/or may take the decision to re-domicile such entities to different jurisdictions.

We took what we believe were the necessary steps to meet Bermuda’s economic substance requirements during 2024.

We continued to take what we believe were the necessary steps to meet Bermuda’s economic substance requirements during 2025.

Environmental Protection

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Under such laws and regulations, we are prohibited from discharging certain materials, such as petrochemicals and plastics, into waterways, and we must adhere to various water and air quality-related requirements.

The International Convention for the Prevention of Pollution from Ships (“MARPOL”) is the main international convention covering prevention of pollution of the marine environment by ships from operational or accidental causes, and currently contains six annexes, four of which are applicable to cruise ships.

The International Convention for the Prevention of Pollution from Ships (“MARPOL”) is the main international convention covering prevention of pollution of the marine environment by

ships from operational or accidental causes, and currently contains six annexes, four of which are applicable to cruise ships.

With regard to air quality requirements, MARPOL Annex VI sets a global limit on fuel sulfur content of 0.5%.

Various compliance methods, such as the use of alternative fuels or exhaust gas cleaning systems that reduce an equivalent amount of sulfur oxide (“SOx”) emissions, may be utilized.

Annex VI also requires stricter limitations on sulfur emissions within designated Emission Control Areas (“ECAs”), which include the Baltic Sea, the North Sea/English Channel, North American waters and the U.S.

Caribbean Sea.

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ECAs have also been established to limit emissions of oxides of nitrogen (“NOx”) from newly built ships with keel lay dates after January 1, 2016.

Under MARPOL Annex VI Regulation 14, the Mediterranean Sea will become an ECA with new limits on SOx taking effect on May 1, 2025.

The NOx emissions limit for the Canadian Arctic ECA will apply to newly built ships that are at the beginning stage of construction on or after January 1, 2025.

The NOx emissions limit for the Norwegian Sea ECA will apply to newly built ships for which the building contract was entered into on or after March 1, 2026, or, in the absence of a ship building contract, with keel lay dates on or after September 1, 2026 or delivery dates on or after March 1, 2030.

Under MARPOL Annex VI Regulation 14, the Mediterranean Sea became an ECA with new limits on SOx that took effect on May 1, 2025.

The NOx emissions limit for the Canadian Arctic ECA applies to newly built ships that are at the beginning stage of construction on or after January 1, 2025.

The NOx emissions limit for the Norwegian Sea ECA will apply to newly built ships for which the building contract will be entered into on or after March 1, 2026, or, in the absence of a ship building contract, with keel lay dates on or after September 1, 2026 or delivery dates on or after March 1, 2030.

Additional ECAs may also be established in the future.

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Ballast water, which is seawater held onboard ships and used for stabilization, may contain a variety of marine species.

The Convention is designed to regulate the treatment and discharge of ballast water to avoid the transfer of marine species to new, different,

or potentially unsuitable environments.

Applicable vessels sailing in specific itineraries have also been upgraded with ballast water treatment systems to further prevent the spread of invasive species.

The Convention is designed to regulate the treatment and discharge of ballast water to avoid the transfer of marine species to new, different, or potentially unsuitable environments.

All vessels sailing in specific itineraries have also been upgraded with ballast water treatment systems to further prevent the spread of invasive species.

MARPOL also sets forth requirements for discharges of garbage, oil and sewage from ships, including regulations regarding the ships’ equipment and systems for the control of such discharges, and the provision of port reception facilities for sewage handling.

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has adopted directives on environmental liability and enforcement as well as a recommendation providing for minimum criteria for environmental inspections.

With regard to air emissions from seagoing ships, the E.U.

requires the use of low sulfur (less than 0.1%) marine gas oil in E.U.

All non-ECA waters have a 0.5% fuel sulfur limit.

The European Commission has also implemented regulations aimed at reducing GHG emissions from maritime shipping through a Monitoring, Reporting and Verification (“MRV”) regulation, which requires ships over 5,000 Gross Tons to monitor and report carbon emissions on all voyages to, from and between E.U.

For air emissions from seagoing ships, the use of fuel with low sulfur content below 0.1% is required while in E.U.

In European waters outside of ports and outside of Emission Control Areas (ECAs), the applicable sulfur limit is 0.5%.

The European Commission has also implemented regulations aimed at reducing greenhouse gas (“GHG”) emissions from maritime shipping through a Monitoring, Reporting and Verification (“MRV”) regulation, which requires ships over 5,000 Gross Tons to monitor and report carbon emissions on all voyages to, from and between E.U.

ports as well as ports in the European Economic Area (“EEA”).

As of January 1, 2024, the E.U.

MRV regulation is requiring carbon dioxide, methane, and nitrous oxide emissions to be reported.

Since January 1, 2024, the E.U.

MRV regulation has required carbon dioxide, methane, and nitrous oxide emissions to be reported.

As part of its Fit for 55 package, the E.U.

is in the process of adopting several rules aimed at reducing GHG emissions.

has adopted several rules aimed at reducing GHG emissions.

Two of the mechanisms that are being used to achieve emissions reductions are the Emissions Trading System (“ETS”) and the FuelEU Maritime Initiative.

We expect to have increased costs associated with the Fit for 55 regulations but are not able to quantify the impact yet as the impact will depend on future market pricing.

We are experiencing increased costs associated with the Fit for 55 regulations and the full impact will depend in part on future market pricing.

In addition, strategies to reduce GHG emissions, as well as ship deployment modifications, could mitigate the impact of these regulations.

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or EEA and a non-E.U.

The requirements are being phased in from 2024 to 2026.

Covered entities are required to procure and surrender allowances equivalent to 40% of their verified carbon emissions from 2024, with the amount increasing to 70% of carbon emissions from 2025 and 100% of GHG emissions from 2026, with allowances to be surrendered by September in the following year.

Covered entities were required to procure and surrender allowances equivalent to 40% of their verified carbon emissions from 2024, with the amount increasing to 70% of carbon emissions from 2025 and 100% of GHG emissions from 2026, with allowances to be surrendered by September in the following year.

The costs associated with the purchase of allowances are variable and depend on future market movements, and the number of allowances we will be required to purchase will be influenced by our decarbonization efforts;

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The reduction required will become progressively stricter over time starting with a 2% intensity reduction in 2025 to as much as 80% intensity reduction by 2050.

Other key components of the regulation include requirements for connecting to onshore power grids in Trans-European Transport Network ports by 2030 as well as targets for the use of renewable fuels of non-biological origin.

Other key components of the regulation include requirements for connecting to onshore power grids in Trans-European Transport Network Core ports by 2030, as well as targets for the use of renewable fuels of non-biological origin.

The new rules began to apply on January 1, 2025, and there are financial penalties for non-compliance.

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Beginning in 2023, ships are now required to reduce carbon intensity by 5% from a 2019 baseline, with 2% incremental improvements each year thereafter until 2030.

The enforcement mechanism for CII has not yet been defined, but the IMO plans to address this enforcement gap and make other modifications to the CII in 2025.

The enforcement mechanism for CII has not yet been defined, but the IMO plans to address this enforcement gap and make other modifications to the CII in future sessions.

The EEXI is a one-time design re-certification requirement that updates energy efficiency requirements for existing ships and regulates carbon dioxide emissions related to installed engine power, transport capacity and ship speed.

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The strategy also set out indicative checkpoints, both relative to 2008, including a reduction of the total annual GHG emissions from international shipping by at least 20%, striving for 30%, by 2030, and by at least 70%, striving for 80%, by 2040.

The IMO also decided to develop a basket of measures to support the revised ambitions consisting of two parts:

a technical element which will be a goal-based marine fuel standard regulating the phased reduction of marine fuel GHG intensity, and an economic element which may be

some form of a maritime GHG emissions pricing mechanism.

The IMO will continue to develop these measures and according to the agreed timeline, the measures are expected to be adopted in late 2025 and enter into force in around mid-2027.

The IMO is also developing two measures to support the revised ambitions:

a marine fuel standard that regulates the phased reduction of marine fuel GHG intensity and a maritime GHG emissions pricing mechanism, both of which the IMO plans to vote on in October 2026.

The impact of these regulations will not be clear until they are finalized.

Compliance with such laws and regulations has resulted in increased costs to our Company and is expected to entail significant expenses for a combination of:

ship modifications, purchases of emissions allowances, alternative fuels and higher-cost compliant newbuilds.

Compliance is also expected to result in changes to our operating procedures, including limitations on our ability to operate in certain locations and slowing the speed of our ships, and may render some ships obsolete, which would adversely impact our operations.

Compliance has resulted in changes to our operating procedures, including limitations on our ability to operate in certain locations and slowing the speed of our ships, and may render some ships obsolete, which would adversely impact our operations.

These issues are, and we believe will continue to be, areas of focus by the relevant authorities throughout the world.

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In addition, the cruise industry and the U.S.

Public Health Service have agreed on regulations for food, water and hygiene, aimed at proactively protecting the health of travelers and preventing illness transmission to U.S.

Public Health

Service have agreed on regulations for food, water and hygiene, aimed at proactively protecting the health of travelers and preventing illness transmission to U.S.

We continue to work directly with the CDC Maritime Unit as well as other health regulatory authorities, such as E.U.

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All our crew undergo regular security and safety training exercises pursuant to international and national maritime regulations.

We place the utmost importance on the safety of our guests, crew and the communities we visit.

SOLAS requires that all cruise ships are certified as having safety procedures that comply with the requirements of the ISM Code.

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In addition to the requirements of the ISPS Code, the U.S.

Congress enacted the Maritime Transportation Security Act of 2002 (“MTSA”) which implements a number of security measures at ports in the U.S.

including measures that apply to ships registered outside the U.S.

Congress enacted the Maritime Transportation Security Act of 2002 (“MTSA”), which implements a number of security measures at ports in the U.S., including measures that apply to ships registered outside the U.S.

while docking at ports in the U.S.

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We cannot estimate the expenses we may incur to comply with potential new laws or changes to existing laws, or the other potential effects these laws may have on our business.

For information regarding risks associated with our compliance with legal and regulatory requirements, see “Part I Item 1A-Risk Factors” in this Annual Report, including the risk factor titled “We are subject to complex laws and regulations, including environmental, health and safety, labor, data privacy and protection and maritime laws and regulations, which

could adversely affect our operations and certain recently introduced laws and regulations and future changes in laws and regulations could lead to increased costs and/or decreased revenue.”

For information regarding risks associated with our compliance with legal and regulatory requirements, see “Item 1A—Risk Factors” in this Annual Report, including the risk factor titled “We are subject to complex laws and regulations, including environmental, health and safety, labor, data privacy and protection and maritime laws and regulations, which could adversely affect our operations and certain recently introduced laws and regulations and future changes in laws and regulations could lead to increased costs and/or decreased revenue.”

Income Taxation

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We believe and have taken the position that substantially all of NCLH’s income, including the income of its ship-owning subsidiaries, is properly categorized as shipping income and that we do not have a material amount of non-qualifying income.

It is possible, however, that the IRS’ interpretation of shipping income could differ from ours and that a much larger percentage of our income does not qualify (or will not qualify) as shipping income.

It is possible, however, that the IRS’s interpretation of shipping income could differ from ours and that a much larger percentage of our income does not qualify (or will not qualify) as shipping income.

Moreover, the exemption for shipping income is only available for years in which we will satisfy complex tests under Section 883.

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federal corporate income taxation on a net basis (generally at a 21% rate) and state and local taxes, and our effectively connected earnings and profits may also be subject to an additional branch profits tax and branch-level interest tax of 30%, unless a lower treaty rate applies (the “Net Tax Regime”).

Our U.S.-source shipping income is considered effectively connected income if we have, or are considered to have, a fixed place of business in the United States involved in the earning of U.S.-source shipping income, and substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

Our U.S.-source shipping income is considered effectively connected income if we have, or are considered to have, a fixed place of business in the U.S.

involved in the earning of U.S.-source shipping income, and substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the U.S.

If we do not have a fixed place of business in the U.S.

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The corporate income tax will apply only to Bermuda tax resident businesses that are part of multinational enterprise groups with €750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the year in question.

Although the Government of Bermuda has released limited guidance

with respect to specific provisions of the Bermuda Act, it is anticipated that further administrative guidance as well as regulatory guidance will be released over the course of the 2025 calendar year and beyond.

Although the Government of Bermuda has released limited guidance with respect to specific provisions of the Bermuda Act, as well as regulatory guidance, it is anticipated that further administrative guidance as well as regulatory guidance will be released over the course of the 2026 calendar year and beyond.

As enacted, the Bermuda Act makes it clear that any corporate income tax liability is due regardless of the above assurances under the Exempted Undertakings Protection Act 1966.

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income or non-income taxes in various jurisdictions, including those in which we transact business, own property or reside.

We may be required to file tax returns in some or all of those jurisdictions.

We may be required to file tax returns in some or all of those

jurisdictions.

Our state, local or non-U.S.

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We believe this commitment to empower people allows us to attract and retain top talent, while simultaneously providing robust career development opportunities that ultimately result in significant value to our Company.

In 2024, the Company announced our Charting the Course strategy, setting People Excellence as the first strategic pillar furthering our commitment to fostering a culture based on our value anchors of Collaboration, Innovation, Transparency and Passion while supporting our team members to reach their full potential.

We believe this commitment ultimately results in significant value to our Company and its shareholders.

We have implemented comprehensive crew wellness programs to promote a healthy work-life balance for our team members.

These initiatives are designed to support our crew in maintaining their well-being, ensuring they remain engaged and motivated.

By prioritizing crew wellness, we empower our staff to consistently deliver exceptional customer service, reflecting our ongoing commitment to both our employees and our customers.

Best-in-class guest service levels are paramount in the markets in which we operate, where travelers have discerning tastes and high expectations for quality service.

We have dedicated resources to ensure that our service offerings on all of our ships meet the demands of our guests.

Among other initiatives, we have implemented rigorous onboard training programs, with a focus on career development.

Our captains and chief engineers are experienced seafarers.

Our bridge and technical officers regularly undergo operations training such as leadership, navigation, stability, statutory and environmental regulatory compliance.

To support our deck and engine officers while at sea, we have bridge and engine protocols and support documentation in place, dictating specific standard operating procedures.

In addition, all of our ships employ state-of-the-art navigational equipment and technology to provide our bridge teams with accurate data regarding the planned itinerary.

As of December 31, 2025, we employed approximately 5,300 full-time employees worldwide in our shoreside operations and approximately 39,200 shipboard employees.

Regent and Oceania Cruises’ ships use a third party to provide additional hotel and restaurant staffing onboard.

We refer you to “Item 1A—Risk Factors— Our failure or inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues may materially adversely affect our business, financial condition and results of operations” for more information regarding our relationships with union employees and our collective bargaining agreements that are currently in place.

Regent’s and Oceania Cruises’ ships use a third party to provide additional hotel and restaurant staffing onboard.

We refer you to “Item 1A—Risk Factors— Our failure or

inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues may materially adversely affect our business, financial condition and results of operations” for more information regarding our relationships with union employees and our collective bargaining agreements that are currently in place.

Compensation and Benefits

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The Company also consistently reviews salary levels in order to remain competitive in recruiting and retaining talent for shoreside and shipboard employees.

We believe our compensation programs for our shipboard team are competitive and for the majority of this team, negotiated with various unions and documented in collective bargaining agreements.

We believe our compensation programs for our shipboard team are competitive and for the majority of this team, and these compensation programs have been negotiated with various unions and documented in collective bargaining agreements.

The success of our Company is connected to the well-being of our team members, such that we offer a competitive benefits package including physical, financial and emotional well-being benefits.

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We offer a 401(k) retirement savings plan and education assistance benefits.

In 2024, following feedback from employees, we announced the increase of our 401(k) company match cap for 2025.

In 2025, following feedback from employees, we announced a further increase to our 401(k) company match for 2026.

Our benefits vary by location and are designed to meet or exceed local requirements and to be competitive in the marketplace.

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We proudly offer Family Care Benefits to our eligible shoreside employees that includes paid leave at 100% of an employee’s salary for maternity, paternity, and adoption leaves.

Family planning assistance for fertility/surrogacy services and adoption support are also offered.

In 2024, As a result of productive focus groups and listening sessions that took place with workplace parents, enhancements to NCLH’s Family Care Benefits, particularly the maternity program, were reviewed and approved for implementation in 2024.

A maternity return to work transition program was established to provide a smooth transition to the office following the medical leave.

We also introduced a new free women’s menopause support benefit to our team members.

In 2024, we opened a new onsite clinic at our corporate headquarters to make healthcare more accessible and convenient for our team members, offering a range of services from physical exams, immunizations, basic diagnostic testing, and low-cost prescription medication.

Family planning assistance for fertility and surrogacy services and adoption support are also offered.

As part of NCLH’s Family Care Benefits, a maternity return to work transition program is available to provide a smooth transition to the office following the medical leave.

We also offer free women’s menopause support benefit to our team members.

In addition, we provide an onsite clinic at our corporate headquarters to make healthcare more accessible and convenient for our team members, offering a range of services from physical exams, immunizations, basic diagnostic testing, and low-cost prescription medication.

Onsite mobile clinics providing preventative screenings, such as mammography, dermatology, dental, and vision care, are offered at our corporate headquarters throughout the year.

The Company continues to offer a robust team member Norwegian cruise benefit to our full time shoreside team members which offers 95% off one cruise per year, along with substantial discounts for additional cruises.

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We are committed to providing crew members with guidelines, resources, and activities for educational purposes and to guide them to achieve optimal wellness.

Topics in this initiative address, for example, nutrition, physical activity, sleep and stress management and alcohol and tobacco awareness.

Topics in this initiative include, for example, nutrition, physical activity, sleep and stress management and alcohol and tobacco awareness.

Training and Development

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We actively foster a culture of learning and offer a variety of developmental courses for our team members.

We provide a mentorship program where even our most senior leaders actively participate.

We provide a mentorship program in which even our most senior leaders actively participate.

Succession planning is part of our culture.

We have a year-round focus on providing team members with opportunities to develop their leadership skills and add to our bench of talent through various training initiatives.

We have a year-round focus on providing

team members with opportunities to develop their leadership skills and add to our bench of talent through various training initiatives.

Succession planning and talent review programs allow us to continuously calibrate and evaluate high potential talent, offering talent rotations and investing in development for long-term success.

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We have had successful rates of promotion and retention of Rising Stars graduates.

In 2024, we enhanced our learning and development program, by offering all shoreside team members access to premiere online learning for a wide range of personal development courses at their own pace.

We also launched our new NCLH Executive Academy for our shoreside officers, supporting our Charting the Course strategy and development of key leadership attributes identified in our talent review process.

The cohort learning program is delivered in six modules by experienced university faculty.

As part of our learning and development programs, all shoreside team members are offered access to premiere online learning for a wide range of personal development courses at their own pace.

In 2025, we launched our People Manager Learning Voyage for our shoreside managers and senior managers to equip people managers with the skills, tools, and mindset to lead high-performing teams and foster a culture of excellence.

Shipboard team members have the opportunity to learn the skills and responsibilities of another position in a different department, either to increase their effectiveness in the Company, or to give them the opportunity to shift their career path.

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We have a history of strong retention rates across our shoreside and shipboard teams, which we attribute to our culture that allows our team members to thrive and achieve their career goals.

For the full year of 2024, the Company experienced its highest shoreside voluntary retention rate as compared to the prior four years.

Consistent with recent years, the Company continues to experience a high shoreside voluntary retention rate.

In 2025, we offered two team member-only sailings during Norwegian Aqua’s inaugural season to provide team members the opportunity to sail and experience our product offerings.

In December 2025, with limited capacity, a similar opportunity was held aboard Oceania Cruises’ Allura.

Exceptional team members continue to be recognized by a robust annual Award of Excellence recognition program, which acknowledges and rewards individual team members and teams for their demonstration of Company values.

In 2024, the Award of Excellence winners were celebrated by the NCLH President & CEO and senior leadership team onboard Regent Seven Seas Mariner.

We have also continued the Kloster Visionary Award which honors the Company’s founder, Knut Kloster, by recognizing a shipboard or shoreside team member whose spirit of innovation follows in the footsteps of this visionary.

In 2024, we also recognized the first Kloster Visionary Team, which recognizes exceptional innovative teamwork.

Through the shipboard Vacation Hero Awards program, shipboard supervisors and management recognize select shipboard team members that have proven to be outstanding in selected categories.

This award program is designed to provide recognition and promote total guest satisfaction by encouraging and rewarding team members for demonstrating excellence in service, teamwork, attitude, and leadership.

Ports and Facilities

We own a private island in The Bahamas, Great Stirrup Cay, which we utilize as a port-of-call on certain itineraries.

We also own and operate a cruise destination in Belize, Harvest Caye, which we introduced in November 2016.

We have developed, in conjunction with Port Miami, a new terminal, which is our primary facility at the port.

In addition, we have entered into various agreements relating to port or berthing rights for our ships, which include the following:

● an agreement with the Government of Bermuda whereby we are permitted weekly calls in Bermuda through 2037 from east coast ports in the United States of America.

● contracts with the Port of New Orleans, Port Canaveral, New York City Economic Development Corporation (Manhattan Cruise Terminal), A.J.

Juneau Dock, Ogden Point Cruise Ship Terminal in Victoria, British Columbia, Port of Southampton, ITM, and various Hawaiian ports pursuant to which we receive preferential berths to the exclusion of other vessels for certain specified days of the week at the terminals.

● a concession permit with the U.S.

National Park Service whereby our ships are permitted to call on Glacier Bay during each summer cruise season through September 30, 2029.

● an agreement with the British Virgin Islands Port Authority granting priority berthing rights for a 15-year term through April 2030 with options to extend the agreement for two additional five-year terms.

● an agreement with the West Indian Company Limited granting priority berthing rights in St.

Thomas for a 10-year term through September 2026.

● an agreement with the Port of Seattle for a 15-year lease through October 2030 with an option to extend the agreement for an additional five years.

● an agreement with the Huna Totem Corporation that includes preferential berthing rights, for which a second pier in Icy Strait Point, Alaska has been developed.

● a 30-year preferential berthing agreement with Ward Cove Dock Group, LLC, who has constructed a new double ship pier in Ward Cove, Ketchikan, Alaska.

The pier has been built to simultaneously accommodate two of Norwegian Cruise Line’s 4,000 passenger Breakaway Plus Class Ships.

● an agreement with the Jacksonville Port Authority granting berthing rights in Jacksonville, Florida for a 4-year term through September 2028.

● an agreement with Glacier Creek Development, LLC for construction and operation of a cruise terminal and related berthing facilities in Whittier, Alaska, expected to be operational for the 2025 season.

● an agreement with the Board of Trustees of the Galveston Wharves for the development of a cruise terminal in Galveston, Texas to be operational in 2025.

● an agreement with AAK’W Landing LLC for the development of berthing facilities in Juneau Alaska, expected to be operational in 2027.

● an amended agreement with PortMiami, which among other benefits, extends our daily preferential berthing rights to Terminals B and C until 2058 with two five-year extensions at our discretion;

transfers parking operations, management and revenue collection of the existing Garage B to the Company;

and affords NCLH the development and operating rights to a new parking facility until 2058 with two five-year extensions at our discretion.

The 2025 Award of Excellence winners were celebrated by the NCLH President & CEO and senior leadership team onboard Oceania Allura.

We have also continued the Kloster Visionary Award, which honors the Company’s founder, Knut Kloster, by recognizing a shipboard or shoreside team member, in addition to an honorary team, whose spirit of innovation follows in the footsteps of this visionary.

Through the shipboard service delivery recognition programs across all brands, shipboard supervisors and management recognize select shipboard team members that have proven to be outstanding in selected categories.

These award programs are designed to provide recognition and promote total guest satisfaction by encouraging and rewarding team members for demonstrating excellence in service, teamwork, attitude, and leadership.

Island Destinations and Port Facilities

We strive to provide our guests with destination experiences to meet every taste – from “Sun and Fun” to those that are more culturally unique to a particular port.

As such, we continue to invest in our private islands, as well as other ports around the world.

Our Bahamas private island, Great Stirrup Cay, is currently undergoing construction, having recently completed one side of a two-berth pier, as well as a resort style pool and the Vibe Shore Club.

We expect that the Great Tides Waterpark and the pier’s second berth will be completed in summer 2026.

We also operate Harvest Caye, our private destination in Belize, which offers kayaking, snorkeling, zip-lining, and excursions to nearby Mayan ruins.

We also collaborate with local, private, and government entities to secure long-term port usage agreements.

We have recently signed an extension with PortMiami, which secures our space until 2063, as well as an arrangement which brings cruising back to Philadelphia beginning in April 2026.

Available Information

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We also maintain an Internet site at https://www.nclhltd.com .

We will, as soon as reasonably practicable after we electronically file or furnish our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-

K, proxy statements and amendments to those reports, if applicable, make available such reports free of charge on our website.

We will, as soon as reasonably practicable after we electronically file or furnish our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports, if applicable, make available such reports free of charge on our website.

Our website also contains other items of interest to our investors, including, but not limited to, investor events, press and earnings releases and sustainability initiatives.

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Executive Vice President and Chief Financial Officer

David Herrera

Marc Kazlauskas

President, Norwegian brand

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There are no family relationships between or among any directors and executive officers.

Harry Sommer has served as President and Chief Executive Officer and a director of the Company since July 2023 and as President and Chief Executive Officer – Elect from April 2023 through June 2023.

Prior to that, he served as President and Chief Executive Officer, Norwegian Cruise Line, from January 2020 through March 2023 and was President, International, from January 2019 to January 2020.

Prior to that, he served as Executive Vice President, International Business Development from May 2015 to January 2019.

From February 2015 until May 2015, he served as Executive Vice President and Chief Integration Officer for NCLH.

Sommer previously served as Senior Vice President and Chief Marketing Officer of PCI from October 2013 until February 2015, Senior Vice President, Finance, and Chief Information Officer of PCI from September 2011 until October 2013 and Senior Vice President, Accounting, Chief Accounting Officer and Controller of PCI from August 2009 until August 2011.

Prior to joining PCI, Mr.

Sommer was the co-founder and President of Luxury Cruise Center, a high-end travel agency from 2002 to 2008.

Sommer also served as Vice President, Relationship Marketing for Norwegian Cruise Line from 2000 to 2001.

Sommer holds an M.B.A.

from Pace University and a B.B.A.

from Baruch College and is a Certified Public Accountant (inactive license).

Chidsey has served as President and Chief Executive Officer since February 2026 and has been a director of the Company since February 2025, having previously served as a director from April 2013 to January 2022.

Chidsey previously served as CEO of Subway Restaurants from November 2019 – December 2024.

Prior to Subway, Mr.

Chidsey held the following roles at Burger King Holdings, Inc.:

Chief Executive Officer from April 2006 – October 2010, President and Chief Financial Officer from September 2005 – April 2006, President, North America from June 2004 – September 2005 and Executive Vice President, Chief Administrative and Financial Officer from March 2004 – June 2004.

From 1996 – 2003, Mr.

Chidsey held key leadership positions at Cendant Corporation, where he served as Chairman and CEO of two major divisions.

He led the Vehicle Services Division, overseeing brands such as Avis Rent A Car, Budget Rent A Car Systems, PHH, and Wright Express, as well as the Financial Services Division, which included Jackson Hewitt.

Earlier in his career, Mr.

Chidsey held various senior financial leadership roles at PepsiCo beginning in 1992.

Chidsey has served on the board of HCA Healthcare, Inc.

HCA) since July 2025 and previously served on the boards of Encompass Health Corporation (NYSE:

EHC), Burger King Holdings (as Chairman), and Brinker International (NYSE:

Chidsey holds an MBA in Finance and Accounting and a J.D.

from Emory University, as well as a B.A.

from Davidson College.

Kempa has served as Executive Vice President and Chief Financial Officer since August 2018.

Prior to that, he served as Interim Chief Financial Officer from March 2018 to August 2018 and as NCLH’s Senior Vice President, Finance, from November 2014 to August 2018.

From September 2008 to November 2014, he served as Vice President, Corporate and Capital Planning, and was an instrumental figure in the completion of NCLH’s IPO in 2013 and the acquisition of PCI in 2014.

From September 2008 to November 2014, he served as Vice President, Corporate and Capital Planning and was an instrumental figure in the completion of NCLH’s initial public offering in 2013 and the acquisition of PCI in 2014.

From January 2007 to August 2008, he served as Director, Corporate and Capital Planning.

5 unchanged sentences

Kempa holds a Bachelor’s degree in Accounting from Barry University.

David Herrera has served as President of Norwegian Cruise Line since April 2023.

Prior to that, he served as the Chief Consumer Sales and Marketing Officer for Norwegian Cruise Line from October 2021 to March 2023.

Prior to that, he served as Senior Vice President, Consumer Research for Norwegian Cruise Line from May 2020 to October 2021, Senior Vice President, Brand Finance and Strategy from August 2018 to October 2021, Senior Vice President, Strategy and Corporate Development from February 2018 through July 2018, President of NCLH China, from November 2015 to February 2018 and Senior Vice President, Strategy and Business Development from May 2015 to November 2015.

Prior to the acquisition of PCI, Mr.

Herrera served as a Senior Advisor to the Chief Executive Officer of PCI from 2012 through 2014.

Prior to that, he was the founder and managing partner of Eastside Financial Group, a private investment

firm, where he invested in and advised private companies, a Vice President at Sanford C.

Bernstein, where he advised high net worth families and endowments on financial matters, Vice President of Marketing, Finance and Reinsurance for Markel Corporation, and an investment banker at Goldman, Sachs & Co.

in the Financial Institutions Group.

Herrera proudly served in the U.S.

Army National Guard in Florida, Texas and New York.

Herrera has a B.B.A.

from Stetson University and an M.B.A.

from the Tuck School of Business at Dartmouth College.

Marc Kazlauskas has been the President of Norwegian Cruise Line since January 2026.

He has over 30 years of leadership in the premium and luxury sectors of the travel and tourism industry.

From August 2025 through December 2025, he served as Chief Executive Officer of Avoya Travel, a vacation platform company, as well as on the Board Directors of Avoya MIP LLC during that time.

Prior to his role with Avoya Travel, he was Managing Director at Chase Travel Group, a JPMorgan Chase & Co.

company from May 2022 through August 2025;

President of FROSCH, a global travel management company, from May 2022 to August 2025 and President, U.S.

Branch Operations & Leisure Division of FROSCH from January 2014 to May 2022.

He oversaw the sale of FROSCH to JPMorgan Chase & Co.

Prior to that, he served as President of Insight Vacations, a guided tour company, from April 2002 to January 2014.

Prior to that, he was Managing Director of Worldwide Sales at Tauck World Discovery, an operator of guided tours and cruises, from September 1998 to April 2002.

Prior to that, he was the Vice President of Sales at Orient Cruise Line, a former division of Norwegian Cruise Line, from May 1997 to September 1998.

Montague has served as the Chief Luxury Officer of NCLH, overseeing the Oceania Cruises and Regent brands, since February 17, 2025.

He has been a Special Advisor to the Company since January 1, 2023.

He was a Special Advisor to the Company from January 2023 until February 2025.

He previously served as President and Chief Executive Officer of the Regent brand from September 2016 through December 2022.

4 unchanged sentences

During his 12-year tenure at PCI, Mr.

Montague helped build the business plan for the launch of Oceania Cruises in 2002, including oversight for the purchase of its initial three R-class vessels, was involved with the equity investment by Apollo Global Management, LLC and acquisition of Regent Seven Seas Cruises, and drove financing and delivery of Oceania Cruises’ newbuilds, Marina and Riviera.

Montague helped build the business plan for the launch of Oceania Cruises in 2002, including oversight for the purchase of its initial three R-class vessels, was involved with the equity investment by Apollo Global Management, LLC and acquisition of Regent Seven Seas Cruises, and drove financing and the delivery of Oceania Cruises’ newbuilds, Marina and Riviera.

Montague served as Oceania Cruises’ Vice President and Treasurer from 2004 to 2007 and Senior Vice President of Finance from 2008 to 2010.

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He has served as Secretary for the Company since March 2024 and as Assistant Secretary of the Company from 2013 until March 2024.

Farkas joined the Company in January 2004, he has held the positions of Secretary from 2010 to 2013, Senior Vice President and General Counsel from 2008 through 2018, Vice President and Assistant General Counsel from 2005 to 2008, and Assistant General Counsel from 2004 to 2005 and was instrumental in the Company’s IPO and the acquisition of PCI.

Farkas was formerly a partner in the Miami offices of the law firm Mase and Gassenheimer specializing in maritime litigation.

Before that, he was an Assistant State Attorney for the Eleventh Judicial Circuit in and for Miami-Dade County, Florida.

Farkas currently serves as Chairman of the Operations Committee of the Florida-Caribbean Cruise Association, Chairman of the board of directors of the Cruise Industry Charitable Foundation and on the board of directors of the Steamship Mutual Underwriting Association Limited.

Farkas currently serves as Chairman of the board of directors of the Cruise Industry Charitable Foundation and on the board of directors of the Steamship Mutual Underwriting Association Limited.

Farkas earned a B.A., cum laude, in English and American Literature from Brandeis University and a J.D.

3 unchanged sentences

From January 2012 to November 2014, Ms.

Ashby served as Controller for PCI, where she managed and developed the Accounting and External Financial Reporting teams.

Ashby served as Controller for PCI, where she managed and

developed the Accounting and External Financial Reporting teams.

From March 2010 to December 2011, Ms.

1 unchanged sentence

Before joining PCI, Ms.

Ashby was a Senior Manager at the international public accounting firm of Deloitte.

Ashby was a Senior Manager at the international public accounting firm, Deloitte.

She has an M.B.A.

1 unchanged sentence

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-K

Item 1. Business