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Item 9A. Controls and Procedures

2026-03-02 compared with 2025-02-27 · 335 added, 312 removed, 1180 unchanged (35% of the section changed)

51 unchanged sentences

Amended and Restated Bye-Laws of Norwegian Cruise Line Holdings Ltd., effective as of June 13, 2019 (incorporated herein by reference to Exhibit 3.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on June 14, 2019 (File No.

Indenture, dated July 21, 2020, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S.

Bank National Association, as trustee, with respect to the 5.375% exchangeable senior notes due 2025 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on July 21, 2020 (File No.

Indenture, dated December 18, 2020, by and among NCL Corporation Ltd., as issuer, the guarantors named therein and U.S.

Bank National Association, as trustee, principal paying agent, transfer agent and registrar, with respect to the 5.875% senior notes due 2026 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 18, 2020 (File No.

Indenture, dated March 3, 2021, by and among NCL Finance, Ltd., as issuer, NCL Corporation Ltd., as guarantor, the other guarantors named therein and U.S.

2 unchanged sentences

Bank National Association, as trustee, with respect to 1.125% exchangeable senior notes due 2027 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on November 19, 2021 (File No.

Indenture, dated February 18, 2022, by and among NCL Corporation Ltd., as issuer, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, with respect to 5.875% senior secured notes due 2027 (incorporated herein by reference to Exhibit 4.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 22, 2022 (File No.

Indenture, dated February 18, 2022, by and between NCL Corporation Ltd., as issuer, and U.S.

1 unchanged sentence

Indenture, dated February 15, 2022, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S.

Bank Trust Company, National Association, as trustee, with respect to 2.50% exchangeable senior notes due 2027 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 22, 2022 (File No.

Indenture, dated October 18, 2023, by and among NCL Corporation Ltd., as issuer, the guarantors party thereto, U.S.

Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent, with respect to 8.125% Senior Secured Notes Due 2029 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on October 19, 2023 (File No.

Supplemental Indenture, dated January 22, 2025, by and among NCL Corporation Ltd., as issuer, the guarantors party thereto, U.S.

Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent (incorporated herein by reference to Exhibit 4.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on January 22, 2025 (File No.

Bank Trust Company, National Association, as trustee, with respect to 2.50% exchangeable senior notes due 2027 (incorporated herein by reference

to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 22, 2022 (File No.

Indenture, dated September 17, 2024, between NCL Corporation Ltd., as issuer, and U.S.

2 unchanged sentences

Bank Trust Company, National Association, as trustee, with respect to 6.750% Senior Notes Due 2032 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on January 22, 2025 (File No.

Indenture, dated April 7, 2025, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S.

Bank Trust Company, National Association, as trustee, with respect to 0.875% Exchangeable Senior Notes due 2030 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on April 7, 2025 (File No.

Indenture, dated September 11, 2025, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S.

Bank Trust Company, National Association, as trustee, with respect to 0.750% Exchangeable Senior Notes due 2030 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on September 11, 2025 (File No.

Indenture, dated September 17, 2025, by and between NCL Corporation Ltd., as issuer, and U.S.

Bank Trust Company, National Association, as trustee, with respect to 5.875% Senior Notes due 2031 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on September 18, 2025 (File No.

Indenture, dated September 17, 2025, by and between NCL Corporation Ltd., as issuer, and U.S.

Bank Trust Company, National Association, as trustee, with respect to 6.250% Senior Notes due 2033 (incorporated herein by reference to Exhibit 4.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on September 18, 2025 (File No.

Form of Certificate of Ordinary Shares (incorporated herein by reference to Exhibit 4.7 to amendment no.

4 unchanged sentences

and State House Trust Company Limited (incorporated herein by reference to Exhibit 9.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on January 30, 2013 (File No.

Fourth Supplemental Agreement, dated June 15, 2023, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as

guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent (incorporated herein by reference to Exhibit 10.7 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Fourth Supplemental Agreement, dated June 15, 2023, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent (incorporated herein by reference to Exhibit 10.7 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

001-35784))#†

1 unchanged sentence

Sixth Supplemental Agreement, dated November 30, 2023, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent (incorporated herein by reference to Exhibit 10.9 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Seventh Supplemental Agreement, dated January 31, 2025, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent#

Fifth Supplemental Agreement, dated June 15, 2023, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent (incorporated herein by reference to Exhibit 10.10 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

2 unchanged sentences

Seventh Supplemental Agreement, dated November 30, 2023, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent (incorporated herein by reference to Exhibit 10.12 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Eighth Supplemental Agreement, dated January 31, 2025, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent#

Seventh Amended and Restated Credit Agreement, dated January 22, 2025, by and among NCL Corporation Ltd., as borrower, the subsidiary guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and the joint bookrunners and arrangers and co-documentation agents named thereto (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on January 22, 2025 (File No.

001-35784))#†

Amendment No.

1 to the Seventh Amended and Restated Credit Agreement, dated March 21, 2025, by and among NCL Corporation Ltd., the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders (incorporated herein by reference to Exhibit 10.4 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 5, 2025 (File No.

001-35784))#†

Second Amendment to the Seventh Amended and Restated Credit Agreement, dated June 26, 2025, by and among NCL Corporation Ltd., as borrower, the subsidiary guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and the joint bookrunners and arrangers and co-documentation agents named thereto (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on June 27, 2025 (File No.

001-35784))#†

Fifth Supplemental Agreement, dated June 15, 2023, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit 10.14 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

2 unchanged sentences

Seventh Supplemental Agreement, dated November 30, 2023, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit 10.16 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Eighth Supplemental Agreement, dated January 31, 2025, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent#

Sixth Supplemental Agreement, dated June 15, 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit 10.17 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

(incorporated herein by reference to Exhibit 10.17 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

001-35784))#†

Seventh Supplemental Agreement, dated October 23, 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit 10.18 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit 10.19 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Ninth Supplemental Agreement, dated January 31, 2025, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent#

Eighth Supplemental Agreement, dated November 30, 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit 10.19 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Amendment and Restatement Agreement, dated as of May 19, 2023, among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S.

4 unchanged sentences

Supplemental Agreement, dated November 30, 2023, among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.28 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Supplemental Agreement, dated January 31, 2025, among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as shareholder and charterer, Norwegian Cruise Line Holdings Ltd., as the holding, and Crédit Agricole Corporate and Investment Bank, as agent

Bank, as agent (incorporated herein by reference to Exhibit 10.21 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No.

Amendment and Restatement Agreement, dated as of May 19, 2023, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S.

2 unchanged sentences

Amendment Agreement, dated October 24, 2023 and effective as of November 9, 2023, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S.

Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.30 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.30 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Supplemental Agreement, dated November 30, 2023, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.31 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Supplemental Agreement, dated January 31, 2025, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as shareholder and charterer, Norwegian Cruise Line Holdings Ltd., as the holding, and Crédit Agricole Corporate and Investment Bank, as agent (incorporated herein by reference to Exhibit 10.25 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No.

Amendment and Restatement Agreement, dated as of May 19, 2023, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee, which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit 10.9 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No.

1 unchanged sentence

Supplemental Agreement, dated October 23, 2023, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.33 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Supplemental Agreement, dated November 30, 2023, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.34 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Amendment and Restatement Agreement, dated as of May 19, 2023, among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee, which amends and restates the Loan Agreement, originally dated as of April 12,

2017 (incorporated herein by reference to Exhibit 10.10 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No.

and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.34 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Supplemental Agreement, dated January 31, 2025, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, NCL (Bahamas) Ltd., as charterer, and Crédit Agricole Corporate and Investment Bank, as agent (incorporated herein by reference to Exhibit 10.29 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No.

001-35784)) #†

1 unchanged sentence

Supplemental Agreement, dated November 30, 2023, among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.37 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Supplemental Agreement, dated January 31, 2025, among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, NCL (Bahamas) Ltd., as charterer, and Crédit Agricole Corporate and Investment Bank, as agent (incorporated herein by reference to Exhibit 10.33 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No.

Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28, 2023, among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and BNP Paribas S.A.

1 unchanged sentence

001-35784)) #†

Supplemental Agreement, dated November 30, 2023, among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and BNP Paribas S.A., as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.39 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and BNP Paribas S.A., as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.39 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Supplemental Agreement, dated January 31, 2025, among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent (incorporated herein by reference to Exhibit 10.36 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No.

Supplemental Agreement, dated March 11, 2025 among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, NCL (Bahamas) Ltd.

as charterer, and BNP Paribas S.A., as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.18 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 5, 2025 (File No.

Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28, 2023, among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and BNP Paribas S.A.

2 unchanged sentences

Supplemental Agreement, dated November 30, 2023, among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and BNP Paribas S.A., as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.41 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Supplemental Agreement, dated January 31, 2025, among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent (incorporated herein by reference to Exhibit 10.39 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No.

Supplemental Agreement, dated March 11, 2025 among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, NCL (Bahamas) Ltd.

as charterer, and BNP Paribas S.A., as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.19 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 5, 2025 (File No.

Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28, 2023, among Leonardo Five, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.

and Société Générale, as joint mandated lead arrangers, BNP Paribas, as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee, which amends and restates the Loan Agreement, originally dated as of December 19, 2018 (incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on May 2, 2023 (File No.

(incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on May 2, 2023 (File No.

001-35784)) #†

1 unchanged sentence

and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.43 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Supplemental Agreement, dated January 31, 2025, among Leonardo Five, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd, as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent (incorporated herein by reference to Exhibit 10.42 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No.

Supplemental Agreement, dated March 11, 2025 among Leonardo Five, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, NCL (Bahamas) Ltd.

as charterer, and BNP Paribas S.A., as agent, Crédit Agricole Corporate and Investment Bank as SACE agent and HSBC Corporate Trustee Company (UK) Limited as security trustee (incorporated herein by reference to Exhibit 10.20 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 5, 2025 (File No.

Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28, 2023, among Leonardo Six, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.

2 unchanged sentences

Supplemental Agreement, dated November 30, 2023, among Leonardo Six, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.

Exhibit 10.45 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.45 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Supplemental Agreement, dated January 31, 2025, among Leonardo Six, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent (incorporated herein by reference to Exhibit 10.45 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No.

Supplemental Agreement, dated March 11, 2025 among Leonardo Six, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line

Holdings Ltd., as the holding, NCL (Bahamas) Ltd.

as charterer, and BNP Paribas S.A., as agent, Crédit Agricole Corporate and Investment Bank as SACE agent and HSBC Corporate Trustee Company (UK) Limited as security trustee (incorporated herein by reference to Exhibit 10.21 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 5, 2025 (File No.

Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28, 2023, among Explorer III New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S.

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and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.50 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Supplemental Agreement, dated January 31, 2025, among Explorer III New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as shareholder and charterer, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent (incorporated herein by reference to Exhibit 10.51 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No.

Amendment and Restatement Agreement, dated as of May 19, 2023, among O Class Plus One, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S.

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and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.53 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Supplemental Agreement, dated January 31, 2025, among O Class Plus One, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as shareholder and charterer, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent (incorporated herein by reference to Exhibit 10.55 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No.

Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28, 2023, among O Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S.

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and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.55 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Supplemental Agreement, dated November 30, 2023, among O Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as shareholder, Norwegian Cruise Line

Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.

Supplemental Agreement, dated November 30, 2023, among O Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.

and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.56 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.

Third Amended and Restated Commitment Letter, dated as of February 23, 2024 and effective as of March 11, 2024, among NCL Corporation Ltd.

and the purchasers named therein (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on March 12, 2024 (File No.

Supplemental Agreement, dated January 31, 2025, among O Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent (incorporated herein by reference to Exhibit 10.59 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No.

SACE Facility Agreement, dated April 4, 2024, among Oceania Next I, LLC, as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, Banco Santander, S.A., BNP Paribas, Caixabank S.A., Cassa Depositi e Prestiti S.P.A., Crédit Agricole Corporate and Investment Bank, KFW Ipex-Bank GMBH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as facility agent, ECA agent and security agent (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on April 8, 2024 (File No.

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SACE Facility Agreement, dated April 4, 2024, among DaVinci Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, Banco Santander, S.A., BNP Paribas, Caixabank S.A., Cassa Depositi e Prestiti S.P.A., Crédit Agricole Corporate and Investment Bank, HSBC Bank PLC, JPMorgan Chase Bank, N.A., London Branch, KFW Ipex-Bank GMBH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as facility agent, ECA agent and security agent (incorporated herein by reference to Exhibit 10.4 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on April 8, 2024 (File No.

SACE Facility Agreement, dated July 17, 2025, among NCL NextGen Class I Ltd., as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, BNP Paribas and Crédit Agricole Corporate and Investment Bank, as joint coordinators, Cassa Depositi e Prestiti S.P.A., Crédit Agricole Corporate and Investment Bank, BNP Paribas, Caixabank S.A., succursale in Italia, Banco Bilbao Vizcaya Argentaria, S.A., Milan Branch and Banco Santander, S.A., as joint bookrunners and mandated lead arrangers, KFW Ipex-Bank GMBH, as joint mandated lead arranger, Commerzbank

AG, New York Branch and HSBC Bank Plc, as lead arrangers, and Crédit Agricole Corporate and Investment Bank, as facility agent, ECA agent, and security agent (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on July 21, 2025 (File No.

SACE Facility Agreement, dated July 17, 2025, among NCL NextGen Class II Ltd., as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, BNP Paribas and Crédit Agricole Corporate and Investment Bank, as joint coordinators, Cassa Depositi e Prestiti S.P.A., Crédit Agricole Corporate and Investment Bank, BNP Paribas, Caixabank S.A., succursale in Italia, Banco Bilbao Vizcaya Argentaria, S.A., Milan Branch and Banco Santander, S.A., as joint bookrunners and mandated lead arrangers, KFW Ipex-Bank GMBH and Intesa Sanpaolo Bank Luxembourg S.A., as joint mandated lead arrangers, Commerzbank AG, New York Branch and HSBC Bank Plc, as lead arrangers, Unicredit S.P.A., Banco BPM, and JPMorgan Chase Bank N.A., London Branch, as arrangers, and Crédit Agricole Corporate and Investment Bank, as facility agent, ECA agent, and security agent (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on July 21, 2025 (File No.

Amendment to the SACE Facility Agreement, dated November 25, 2025, among NCL NextGen Class II Ltd., as borrower, NCL Corporation Ltd., as guarantor, and Crédit Agricole Corporate and Investment Bank, as facility agent#

Amended and Restated Regent Trademark License Agreement, dated February 21, 2011, by and between Regent Hospitality Worldwide, LLC and Seven Seas Cruises, S.

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and Mark Kempa, entered into on July 17, 2023 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on July 21, 2023 (File No.

Transition, Release and Consulting Agreement by and between NCL (Bahamas) Ltd.

Del Rio, entered into on March 15, 2023 (incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on March 20, 2023 (File No.

Employment Agreement by and between NCL (Bahamas) Ltd.

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and Patrik Dahlgren, effective as of June 12, 2023 (incorporated herein by reference to Exhibit 10.69 to Norwegian Cruise Line Holdings Ltd.’s annual report on Form 10-K filed on February 28, 2024 (File No.

Employment Agreement by and between Prestige Cruise Services LLC and Jason Montague, effective as of December 31, 2024

Employment Agreement by and between Prestige Cruise Services LLC and Jason Montague, effective as of December 31, 2024 (incorporated herein by reference to Exhibit 10.72 to Norwegian Cruise Line Holdings Ltd.’s annual report on Form 10-K filed on February 27, 2025 (File No.

Employment Agreement by and between NCL (Bahamas) Ltd.

and Marc Kazlauskas, entered into on December 8, 2025*

Form of Indemnification Agreement by and between Norwegian Cruise Line Holdings Ltd.

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Form of Notice of Grant of Option and Terms and Conditions of Option (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 8, 2013 (File No.

Directors’ Compensation Policy (effective January 1, 2025)*†

Directors’ Compensation Policy (effective January 1, 2025) (incorporated herein by reference to Exhibit 10.76 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No.

001-35784)).*†

Form of Director Restricted Share Unit Award Agreement (incorporated herein by reference to Exhibit 10.62 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 29, 2016 (File No.

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Performance-based Restricted Share Unit Award Agreement (2022) (incorporated herein by reference to Exhibit 10.59 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No.

Form of Restricted Cash Retention Agreement (2022) (incorporated herein by reference to Exhibit 10.60 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No.

Form of Norwegian Cruise Line Holdings Ltd.

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Norwegian Cruise Line Holdings Ltd.

Insider Trading Policy

Insider Trading Policy (incorporated herein by reference to Exhibit 19 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No.

List of Subsidiaries of Norwegian Cruise Line Holdings Ltd.

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(i) the Consolidated Statements of Operations of NCLH for the years ended December 31, 2025, 2024 and 2023;

(ii) the Consolidated Statements of Comprehensive Income (Loss) of NCLH for the years ended December 31, 2024, 2023 and 2022;

(ii) the Consolidated Statements of Comprehensive Income of NCLH for the years ended December 31, 2025, 2024 and 2023;

(iii) the Consolidated Balance Sheets of NCLH as of December 31, 2025 and 2024;

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Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on February 27, 2025.

NORWEGIAN CRUISE LINE HOLDINGS LTD.

/s/ Harry Sommer

President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harry Sommer, Mark A.

Each person whose signature appears below constitutes and appoints John W.

Chidsey, Mark A.

Kempa, Daniel S.

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons in the capacities and on the date indicated.

/s/ Harry Sommer

Director, President and Chief Executive Officer

February 27, 2025

March 2, 2026

(Principal Executive Officer)

Executive Vice President and Chief Financial Officer

February 27, 2025

March 2, 2026

(Principal Financial Officer)

Senior Vice President and Chief Accounting Officer

February 27, 2025

March 2, 2026

(Principal Accounting Officer)

February 27, 2025

March 2, 2026

/s/ Stella David

Director and Chairperson

February 27, 2025

/s/ John Chidsey

February 27, 2025

March 2, 2026

/s/ Zillah Byng-Thorne

February 27, 2025

March 2, 2026

Zillah Byng-Thorne

March 2, 2026

Norwegian Cruise Line Holdings Ltd.

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Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023

Consolidated Balance Sheets as of December 31, 2025 and 2024

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We have audited the accompanying consolidated balance sheets of Norwegian Cruise Line Holdings Ltd.

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income (loss), of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the index appearing under Item 15(2) (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of changes in shareholders' equity and of cash flows, for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the index appearing under Item 15(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Miami, Florida

February 27, 2025

March 2, 2026

We have served as the Company’s auditor since at least 1988.

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Total other operating expense

Operating income (loss)

( 1,551,757 )

Operating income

Non-operating income (expense)

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Total non-operating income (expense)

Net income (loss) before income taxes

( 1,132,147 )

Income tax benefit

Net income (loss)

( 2,269,909 )

Net income before income taxes

Income tax benefit (expense)

Weighted-average shares outstanding

Earnings (loss) per share

Earnings per share

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

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

(in thousands)

Year Ended December 31,

Net income (loss)

( 2,269,909 )

Other comprehensive income (loss):

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Cash flow hedges:

Net unrealized loss

Net unrealized gain (loss)

Amount realized and reclassified into earnings

Total other comprehensive income (loss)

Total comprehensive income (loss)

( 2,461,902 )

Total comprehensive income

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

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Cash flows from operating activities

Net income (loss)

( 2,269,909 )

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

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Share-based compensation expense

Net foreign currency adjustments

Net foreign currency adjustments on euro-denominated debt

Changes in operating assets and liabilities:

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( 2,750,362 )

Proceeds from maturities of short-term investments

Cash paid on settlement of derivatives

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Proceeds from long-term debt

Common share issuance proceeds, net

Proceeds from employee-related plans

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( 1,032,085 )

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

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Issuance of shares under employee-related plans

Common share issuance for NCLC exchangeable notes

Net share settlement of restricted share units

Other comprehensive loss, net

( 2,269,909 )

Balance, December 31, 2023

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Net share settlement of restricted share units

Other comprehensive loss, net

Other comprehensive income, net

Balance, December 31, 2024

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Issuance of shares under employee-related plans

Common share issuance proceeds, net

Common share issuance for NCLC exchangeable notes

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Notes to the Consolidated Financial Statements

Description of Business

Description of Business and Organization

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

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The Company expects to add 17 additional ships to our fleet from 2026 through 2037.

We have four Prima Class Ships on order with currently scheduled delivery dates from 2025 through 2028.

We have one Allura Class Ship on order for delivery in 2025.

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.

During the three months ended December 31, 2023, in response to the 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.

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.

In late 2023, in response to the 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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Cash and cash equivalents are stated at cost and include cash and investments with original maturities of three months or less at acquisition.

Short-term Investments

Short-term investments include time deposits with original maturities of greater than three months and up to 12 months, which are stated at cost and present insignificant risk of changes in value.

Accounts Receivable, Net

As of December 31, 2025 and 2024, accounts receivable, net included $ 105.5 million and $ 55.0 million, respectively, of certain receivables related to owner's supply.

Accounts receivable are shown net of an allowance for credit losses of $ 12.5 million and $ 15.1 million as of December 31, 2025 and 2024, respectively.

Accounts receivable, net includes $ 0.8 million and $ 20.1 million due from credit card processors within 12 months as of December 31, 2024 and 2023, respectively.

Inventories mainly consist of provisions, supplies and fuel and are carried at the lower of cost or net realizable value using the first-in, first-out method of accounting.

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Year Ended December 31,

Net income (loss)

( 2,269,909 )

Effect of dilutive securities - exchangeable notes

Net income (loss) and assumed conversion of exchangeable notes - Diluted EPS

( 2,269,909 )

Net income and assumed conversion of exchangeable notes - Diluted EPS

Basic weighted-average shares outstanding

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Each exchangeable note (see Note 9 – “Long-Term Debt”) is individually evaluated for its dilutive or anti-dilutive impact on EPS as determined under the if-converted method.

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

During the year ended December 31, 2023 and 2022 the exchangeable notes have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

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

During the year ended December 31, 2025, the 2025 Exchangeable Notes and 2027 2.5% Exchangeable Notes have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

During the year ended December 31, 2023 all the exchangeable notes have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

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.

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

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Each brand, Oceania Cruises, Regent and Norwegian, constitutes a business for which discrete financial information is available and management regularly reviews the operating results, and therefore, each brand is considered an operating segment.

For our annual impairment evaluation, we performed a qualitative assessment for the Norwegian and Regent reporting units and of each brand’s trade names.

For our annual impairment evaluation, we performed a qualitative assessment for the Norwegian and Regent reporting units and for each brand’s trade names.

As of October 1, 2025, our annual review supports the carrying value of these assets.

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North America includes the U.S., the Caribbean, Canada and Mexico.

Europe includes the Baltic region, Canary Islands

and Mediterranean.

Europe includes the Baltic region, Canary Islands and Mediterranean.

Asia-Pacific includes Australia, New Zealand and Asia.

Other includes all other international

territories .

Other includes all other international territories .

Segment Reporting

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

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 has been applied retrospectively.

We have concluded that our business has a single reportable segment.

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Our chief operating decision maker (“CODM”) is the President and Chief Executive Officer who is also a Director on our Board of Directors.

Our CODM uses adjusted operating income (loss) in assessing segment performance and deciding how to allocate resources.

Our CODM uses adjusted operating income in assessing segment performance and deciding how to allocate resources.

Resource allocation primarily occurs during the annual budgeting process, where capital is assigned to operations and assessed for availability in investment and financing activities.

considers variances on a monthly and quarterly basis to assess performance against budget, forecast and prior year actual results.

Adjusted operating income (loss) is used to assess return on invested capital, which is considered in the non-cash compensation of certain employees based on the reportable segment’s performance.

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

The CODM considers variances on a monthly and quarterly basis to assess performance against budget, forecast and prior year actual results.

Adjusted operating income is used to assess return on invested capital, which is considered in the non-cash compensation of certain employees based on the reportable segment’s performance.

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 before income taxes (in thousands):

Year Ended December 31,

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Adjusted marketing, general and administrative (2)

Depreciation and amortization

Adjusted depreciation and amortization (3)

Adjusted total other operating expense

Adjusted operating income (loss)

( 1,435,397 )

Adjusted operating income (loss)

( 1,435,397 )

Non-cash compensation (3)

Adjusted operating income

Non-cash compensation and write-off (4)

Interest expense, net

Other income (expense), net

Net income (loss) before income taxes

( 2,276,703 )

Net income before income taxes

(1) Excludes non-cash deferred compensation expenses related to the crew pension plan and non-cash share-based compensation expenses related to equity awards for shipboard officers.

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We refer you to Note 11 – “Employee Benefits and Share-Based Compensation.”

(3) Includes non-cash deferred compensation expenses related to the crew pension plan and non-cash share-based compensation expenses related to equity awards, which are included in payroll and related expense and marketing, general and administrative expense.

(3) Excludes losses related to the write-off of an internal use-software project.

We refer you to Note 8 – “Property and Equipment, Net.”

(4) Includes non-cash deferred compensation expenses related to the crew pension plan and non-cash share-based compensation expenses related to equity awards, which are included in payroll and related expense and marketing, general and administrative expense, and the write-off of an internal use-software project included in depreciation and amortization expense.

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 was 84 %, 84 % and 85 % for the years ended December 31, 2024, 2023 and 2022, respectively.

Revenue attributable to U.S.-sourced guests was 84 % for each of the years ended December 31, 2025, 2024 and 2023.

No other individual country’s revenues exceeded 10% in any of our last three years.

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and consist primarily of our ships.

We had 21 ships with Bahamas registry with a carrying value of $ 11.2 billion as of December 31, 2024 and $ 11.5 billion as of December 31, 2023.

We had 10 ships with Marshall Islands registry with a carrying value of $ 3.5 billion as of December 31, 2024 and $ 3.6 billion as of December 31, 2023.

We had 22 ships with Bahamas registry with a carrying value of $ 12.5 billion as of December 31, 2025 and 21 ships with Bahamas registry with a carrying value of $ 11.2 billion as of December 31, 2024.

We had 11 ships with Marshall Islands registry with a carrying value of $ 4.2 billion as of December 31, 2025 and 10 ships with Marshall Islands registry with a carrying value of $ 3.5 billion as of December 31, 2024.

We also had one ship with U.S.

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

We recognized a gain of $ 53.3 million, a loss of $ 28.7 million and a gain of $ 55.8 million for the years ended December 31, 2024, 2023 and 2022, respectively, related to remeasurement of assets and liabilities denominated in foreign currencies.

We recognized a loss of $ 180.3 million, a gain of $ 53.3 million and a loss of $ 28.7 million for the years ended December 31, 2025, 2024 and 2023, 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.

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The criteria used to determine whether a transaction qualifies for hedge accounting treatment includes critical terms match or regression analysis and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the derivative and the hedged forecasted transaction.

As the derivative is marked to fair value, we elected an accounting policy to net the fair value of our derivatives when a master netting arrangement exists with our counterparties.

We have elected an accounting policy to net the fair value of our derivatives when a master netting arrangement exists with our counterparties.

A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability may be designated as a cash flow hedge.

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Recently Issued Accounting Guidance

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information as well as certain other amendments to improve the effectiveness of income tax disclosures.

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

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

In November 2024, the FASB issued ASU No.

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Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires disaggregation of certain costs and expenses, including employee compensation, and requires other improvements to disclosures.

Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain costs and expenses, including employee compensation, and requires other improvements to disclosures.

The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

The update may be applied on a prospective or retrospective basis.

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

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.

In November 2025, the FASB issued ASU No.

2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements (“ASU 2025-09”), which updates the guidance to more closely align hedge accounting with the economics of an entity’s risk management activities.

Among other things, ASU 2025-09 expands the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge by allowing similar risks instead of shared risks and expands hedge accounting for forecasted purchases of nonfinancial assets (for example, fuel) by permitting hedge accounting for eligible components of forecasted transactions and subcomponents of explicitly referenced components in an agreement’s pricing formula.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The update shall be applied on a prospective basis;

however, upon adoption, entities are permitted to modify certain critical terms of certain existing hedging relationships without dedesignating the hedge.

We will evaluate the impact of ASU 2025-09 on our consolidated financial statements.

Revenue and Expense from Contracts with Customers

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Passenger ticket revenue also includes full ship charters as well as government taxes, fees and port expenses.

During the voyage, we 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, gift shop purchases, spa services, Wi-Fi 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 Wi-Fi services may be managed through contracts with

third-party concessionaires.

During the voyage, we 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, gift shop purchases, spa services, Wi-Fi 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 Wi-Fi services may be managed through contracts with third-party concessionaires.

These contracts generally entitle us to a percentage of the gross sales derived from these concessions, which is recognized on a net basis.

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A customer deposit held for a future cruise is generally considered a contract liability only when final payment is both due and paid by the customer and is usually recognized in earnings within 180 days of becoming a contract.

Other deposits held and included within advance ticket sales or other long-term liabilities are not considered contract liabilities as they are largely cancelable and refundable.

Our contract liabilities are included within advance ticket sales.

The future cruise credits are not contracts, and therefore, guests who elected this option are excluded from our contract liability balance;

however, the credit for the original amount paid is included in advance ticket sales.

Other deposits held and included within advance ticket sales or other long-term

liabilities are not considered contract liabilities as they are largely cancelable and refundable.

Future cruise credits are not contracts, and therefore, these are excluded from our contract liability balance;

however, the credit for the original amount paid is also included in advance ticket sales.

As of December 31, 2025, our contract liabilities were $ 2.3 billion.

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Approximately $ 1.9 billion of the December 31, 2024 contract liability balance has been recognized in revenue for the year ended December 31, 2025.

The addition of new ships throughout 2023 increased the contract liability balances in 2024 as the number of sailings available for sale increases after each new ship in delivered.

In 2023, three new ships were delivered.

Additionally, cruises for four ships on order are available for sale.

The addition of two new ships throughout 2025 increased the contract liability as the number of sailings available for sale increases after each new ship is delivered.

Additionally, cruises for two ships on order were available for sale as of December 31, 2025.

Practical Expedients and Exemptions

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Norwegian acquired IMA to bring newbuild project management and supervision in-house and optimize the overall capital outflow for newbuild expenditures, which generates synergies that create goodwill.

The preliminary purchase price was allocated as follows (in thousands):

The purchase price was allocated as follows (in thousands):

Assets, other than goodwill

Total consideration allocated, net of $ 4.7 million of cash acquired

As of December 31, 2024, the measurement period pertaining to the acquisition remains open and is subject to further adjustment.

The acquisition includes deferred consideration, which is currently considered probable of payment in full;

however, if new information arises, a change in consideration could impact our goodwill or liabilities.

The acquisition of IMA does not have a material impact on the Company’s consolidated statements of operations.

As of December 31, 2025, the measurement period pertaining to the acquisition has ended and no adjustment was recognized.

The acquisition of IMA did not have a material impact on the Company’s consolidated statements of operations.

Goodwill and Trade Names

Goodwill and trade names are not subject to amortization.

As of December 31, 2024 and 2023, the carrying values were $ 135.8 million and $ 98.1 million, respectively, for goodwill and $ 500.5 million for trade names.

As of December 31, 2025 and 2024, the carrying values were $ 135.8 million for goodwill and $ 500.5 million for trade names.

We evaluate goodwill and trade names for impairment annually or more frequently when an event occurs or circumstances change that indicates the carrying value of a reporting unit may not be recoverable.

The changes in the carrying amount of goodwill are as follows (in thousands):

The carrying amounts of goodwill are as follows (in thousands):

Accumulated impairment loss

( 1,290,797 )

Balance, December 31, 2023

Additions to goodwill

Impairment loss

Balance, December 31, 2024

Balance, December 31, 2025 and 2024

The carrying value of our trade names was $ 500.5 million, which consists of $ 207.5 million for Norwegian Cruise Line, $ 140.0 million for Oceania Cruises and $ 153.0 million for Regent Seven Seas Cruises.

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Other long-term liabilities

The increase in our right-of-use assets from December 31, 2024 to December 31, 2025 includes the r ight-of-use assets obtained in exchange for lease obligations included below plus prepaid rent for certain port facilities.

Supplemental cash flow and non-cash information related to leases was as follows (in thousands):

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Operating leases

The right-of-use assets obtained in exchange for lease obligations for the year ended December 31, 2022 decreased primarily related to a modification of a port facility agreement.

Other supplemental information related to leases was as follows:

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The maturities of the lease receivable as of December 31, 2025 were as follows (in thousands):

Significant Assumptions and Judgments in Applying Topic 842 and Practical Expedients Elected

Assumptions and Judgments in Applying Topic 842 and Practical Expedients Elected

Our leases contain both fixed and variable payments.

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Leases That Have Not Yet Commenced

We have three agreements related to our rights to use port facilities which are under construction or certain other port facilities.

We have three agreements primarily related to our rights to use certain port facilities which are under construction or will be constructed in the future.

The lease terms for these agreements have not commenced as of December 31, 2025.

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These port facilities have undiscounted minimum annual guarantees of approximately $ 100.3 million.

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.

These leases are expected to be operating leases.

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

Accumulated Other Comprehensive Income (Loss)

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Accumulated other comprehensive income (loss) at beginning of period

Current period other comprehensive loss before reclassifications

Current period other comprehensive income (loss) before reclassifications

Amounts reclassified into earnings

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Accumulated other comprehensive income (loss) at beginning of period

Current period other comprehensive income (loss) before reclassifications

Current period other comprehensive loss before reclassifications

Amounts reclassified into earnings

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(2) Amortization of prior-service cost and actuarial loss reclassified to other income (expense), net.

(3) Includes $ 30.5 million of loss expected to be reclassified into earnings in the next 12 months.

(3) Includes $ 34.7 million of losses expected to be reclassified into earnings in the next 12 months.

Property and Equipment, Net

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Land and land improvements

Private destinations and other

accumulated depreciation

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Property and equipment, net

The Company capitalized approximately $ 398.6 million of costs associated with ship improvements and $ 140.5 million associated with other information technology assets during the year ended December 31, 2024.

The Company capitalized approximately $ 489.6 million of costs associated with ship improvements, $ 174.4 million related to private destinations and $ 162.8 million associated with other information technology assets during the year ended December 31, 2025.

After concluding on a re-evaluation of the approach for our information technology assets during the three months ended December 31, 2025, we recognized a write-off of $ 95.1 million in depreciation and amortization expense related to an internal use-software project.

Repairs and maintenance expenses including Dry-dock expenses were $ 212.0 million, $ 205.9 million and $ 160.8 million for the years ended December 31, 2025, 2024 and 2023, respectively, and were recorded within other cruise operating expense.

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$ 353.9 million 0.875 % exchangeable notes

$ 1,407.0 million 0.75 % exchangeable notes

$ 1,000.0 million 5.875 % senior secured notes

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$ 600.0 million 8.375 % senior secured notes

$ 525.0 million 6.125 % senior unsecured notes

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$ 1,200 million 5.875 % senior unsecured notes

$ 1,800 million 6.75 % senior unsecured notes

$ 850 million 6.25 % senior unsecured notes

€ 529.8 million Breakaway one loan (1)

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Vista newbuild loan

Allura newbuild loan

Prestige newbuild loan

Prestige Class 2 newbuild loan

New Oceania Cruises class 1 newbuild loan

New Oceania Cruises class 2 newbuild loan

Sonata newbuild loan

Arietta newbuild loan

Finance lease and license obligations

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( 1,323,769 )

( 1,744,778 )

Total long-term debt

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2025 Transactions

In February 2024, NCLC and the purchasers named therein (collectively, the “Commitment Parties”) entered into a third amended and restated commitment letter (the “third amended commitment letter”), which became effective in March 2024.

The third amended commitment letter amended and restated the commitment letter dated February 22, 2023 and

extended the commitments thereunder through March 2025.

Pursuant to the third amended commitment letter, the Commitment Parties have agreed to purchase from NCLC an aggregate principal amount of $ 650 million of senior unsecured notes due five years after the issue date (the “Commitment Notes”) at NCLC’s option.

If issued, the Commitment Notes will be subject to an issue fee of 0.50 % and will bear interest at a rate per annum equal to (A) the greater of (i) the interest rate of the 7.75 % senior notes due 2029 (“2029 Unsecured Notes”) and (ii) the then-current secondary trading yield applicable to the 2029 Unsecured Notes plus (B) 200 basis points .

The Commitment Notes are subject to a one-time structuring fee of 0.50 % and a quarterly commitment fee of 0.75 % for so long as the commitments with respect to the Commitment Notes are outstanding.

In connection with the execution of the third amended commitment letter, NCLC agreed to repurchase all of the outstanding $ 250 million aggregate principal amount of 9.75 % senior secured notes due 2028 (the “2028 Secured Notes”) at a negotiated premium plus accrued and unpaid interest thereon.

In March 2024, in connection with the settlement of the repurchase, the aggregate principal amount outstanding under the 2028 Secured Notes was cancelled while also releasing the related collateral.

The loss on extinguishment was $ 29.0 million, recognized in interest expense, net.

In November 2023, we executed an agreement for a commitment of € 200 million in connection with financial support for our newbuilds, which became available in April 2024.

The commitment if drawn will pay interest quarterly at a rate per annum based on an applicable margin plus Euribor 3-months.

The commitment may be drawn at any time and is payable within 364 days , but no later than July 15, 2025.

Any amount repaid prior to July 15, 2025 may be drawn again.

In September 2024, NCLC issued $ 315.0 million aggregate principal amount of 6.250 % senior unsecured notes due March 1, 2030 (the “2030 Notes”).

NCLC may, at its option, redeem the 2030 Notes, in whole or in part, (i) prior to March 1, 2027 (the “First Call Date”), at a redemption price equal to 100 % of the principal amount of the 2030 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 2030 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 2030 Notes with the net proceeds of certain equity offerings at a redemption price equal to 106.250 % of the principal amount of the 2030 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 2030 Notes issued remains outstanding following such redemption.

The 2030 Notes pay interest at 6.250 % per annum, semiannually in arrears on March 1 and September 1 of each year, to holders of record at the close of business on the immediately preceding February 15 and August 15, respectively.

The 2030 Notes indenture contains covenants that limit the ability of NCLC and its restricted subsidiaries to, among other things:

(i) grant or assume certain liens;

(ii) enter into sale leaseback transactions;

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

The net proceeds for the 2030 Notes, after deducting the initial purchasers’ discount but before deducting estimated fees and expenses, together with cash on hand, were used to redeem $ 315.0 million aggregate principal amount of the 3.625 % senior notes due 2024, including to pay any accrued and unpaid interest thereon.

2025 Transactions

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 with funds drawn from the Revolving Loan Facility and also releasing the related collateral.

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.

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

The net proceeds for the 2032 Notes, together with cash on hand, were used to redeem $ 1.2 billion aggregate principal amount of the 5.875 % senior unsecured notes due 2026 and $ 600.0 million aggregate principal amount of the 8.375 % senior secured notes due 2028, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses.

The net proceeds from the issuance of the 2032 Notes, together with cash on hand, were used to redeem $ 1.2 billion aggregate principal amount of the 5.875 % senior unsecured notes due 2026 and $ 600.0 million aggregate principal amount of the 8.375 % senior secured notes due 2028, together with accrued and unpaid interest thereon, and to pay related transaction premiums, fees and expenses.

The repayment of the 8.375% senior secured notes due 2028 also released the related collateral.

During the three months ended March 31, 2025, the related losses on extinguishment are expected to be approximately $ 50.0 million, which will be recognized in interest expense, net.

During the three months ended March 31, 2025, the related losses on extinguishment were approximately $ 49.5 million, which were recognized in interest expense, net.

Concurrently with the above January 2025 transactions, NCLC entered into an amended and restated Revolving Loan Facility (the “Seventh ARCA”).

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The applicable margin and unused commitment fee will depend on the total leverage ratio as of the applicable date.

The Seventh ARCA also modified certain existing negative covenant thresholds and the related collateral.

The Seventh ARCA and related guarantees are now secured by first-priority interests in, among other things and subject to certain agreed security principles, ten of our vessels.

In January 2025, NCLC also entered into a supplemental indenture that modified the collateral for the 8.125 % senior secured notes due 2029 such that collateral is the same as the Seventh ARCA.

The Seventh ARCA also modified certain existing negative covenant thresholds.

In March 2025, we took delivery of Norwegian Aqua.

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 % 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 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 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 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.

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

The 2030 0.875% Exchangeable Notes pay interest at 0.875% per annum, semiannually on April 15 and October 15 of each year, to holders of record at the close of business on the immediately preceding April 1 and October 1, respectively.

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.

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 rates referred to above are 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

Each of the 2024 Exchangeable Notes, 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes (as defined below) contain conversion options that may be settled with NCLH’s ordinary shares.

Each of the exchangeable notes contain conversion options that may be settled with NCLH’s ordinary shares.

As the options are both indexed to and settled in our ordinary shares, they are not accounted for separately as derivatives.

As of December 31, 2024, NCLC had outstanding $ 450.0 million aggregate principal amount of 5.375 % exchangeable senior notes due August 1, 2025 (the “2025 Exchangeable Notes”).

The 2025 Exchangeable Notes are guaranteed by NCLH on a senior basis.

Holders may exchange their 2025 Exchangeable Notes at their option into redeemable preference shares of NCLC.

Upon exchange, the preference shares will be immediately and automatically exchanged, for each $ 1,000 principal amount of exchanged 2025 Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate.

The exchange rate will initially be 53.3333 ordinary shares per $ 1,000 principal amount of 2025 Exchangeable Notes (equivalent to an initial exchange price of approximately $ 18.75 per ordinary share).

exchange rate is 66.6666 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 2025 Exchangeable Notes pay interest at 5.375 % per annum, semiannually 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.

As of December 31, 2025, NCLC had outstanding $ 192.0 million aggregate principal amount of 1.125 % exchangeable senior notes due February 15, 2027 (the “2027 1.125% Exchangeable Notes”).

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The maximum exchange rate is 42.3012 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 exchange rates referred to above are also subject to adjustment for any stock split, stock dividend or similar transaction.

The 2027 1.125% Exchangeable Notes pay interest at 1.125% per annum, semiannually on February 15 and August 15 of each year, to holders of record at the close of business on the immediately preceding February 1 and August 1, respectively.

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The maximum exchange rate is 44.1891 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 exchange rates referred to above are also subject to adjustment for any stock split, stock dividend or similar transaction.

The 2027 2.5% Exchangeable Notes pay interest at 2.5 % per annum, semiannually on February 15 and August 15 of each year, to holders of record at the close of business on the immediately preceding February 1 and August 1, respectively.

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2030 0.875% Exchangeable Notes

2030 0.750% Exchangeable Notes

The following is a summary of NCLC’s exchangeable notes as of December 31, 2024 (in thousands):

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2027 2.5% Exchangeable Notes

(1) Classified within current portion of long-term debt as of December 31, 2024.

We expect that the holders of the 2025 Exchangeable Notes will exchange their 2025 Exchangeable Notes for NCLH ordinary shares if not refinanced prior to maturity.

(2) Classified within current portion of long-term debt as of December 31, 2023.

During the year ended December 31, 2024, substantially all the holders of 2024 Exchangeable Notes elected to exchange their 2024 Exchangeable Notes for 10,658,607 NCLH ordinary shares and the remaining unexchanged notes were repaid in cash at maturity.

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

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 recognized related to the exchangeable notes (in thousands):

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Amortization of deferred financing fees

The effective interest rate is 5.97 %, 1.64 % and 3.06 % for the 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes, respectively.

The effective interest rate is 1.64 %, 3.06 %, 1.07 % 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.

Interest Expense

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Debt Repayments

The following are scheduled principal repayments on our long-term debt including exchangeable notes which can be settled in shares and finance lease obligations as of December 31, 2024 for each of the next five years (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 December 31, 2025 for each of the next five years (in thousands):

We had an accrued interest liability of $ 181.2 million and $ 202.6 million as of December 31, 2025 and 2024, respectively.

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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 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 critical terms match 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.

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.

Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction.

If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings.

There are no amounts excluded from the assessment of hedge effectiveness, and there are no credit-risk-related contingent features in our derivative agreements.

There are no amounts excluded from the assessment of hedge effectiveness, except when the hedged item is a contractually specified component, and there are no credit-risk-related contingent features in our derivative agreements.

We monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business.

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

As of December 31, 2024, we had fuel swaps, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 741 thousand metric tons of our projected fuel purchases, maturing through December 31, 2026 .

As of December 31, 2024, we had fuel swaps pertaining to approximately 27 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through December 31, 2025.

As of December 31, 2024, 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 € 709.9 million, or $ 735.0 million based on the euro/U.S.

As of December 31, 2025, we had fuel swaps designated as hedges, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 694 thousand metric tons of our projected fuel purchases, maturing through December 31, 2027 .

As of December 31, 2025, we had fuel swaps pertaining to approximately 51 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through October 31, 2027.

As of December 31, 2025, we had foreign currency forwards and collars designated as hedges, 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 € 1.0 billion, or $ 1.2 billion based on the euro/U.S.

dollar exchange rate as of December 31, 2025.

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

As of December 31, 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 $ 93.6 million based on the euro/U.S.

dollar exchange rate as of December 31, 2025.

Derivatives measured at fair value and the respective locations in the consolidated balance sheets includes the following (in thousands):

Balance Sheet Location

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Foreign currency contracts

Prepaid expenses and other assets

Accrued expenses and other liabilities

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Other long-term liabilities

Foreign currency contracts

Accrued expenses and other liabilities

Total derivatives not designated as hedging instruments

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Depreciation and amortization

Interest rate contracts

Interest expense, net

Total gain (loss) recognized in other comprehensive income (loss)

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Foreign currency contracts

Interest rate contracts

Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring

Fuel contracts

The effects of derivatives not designated as hedging instruments on the consolidated statements of operations include the following (in thousands):

Amount of Gain (Loss) Recognized in Income

Year Ended December 31,

Location of Gain (Loss)

Derivatives not designated as hedging instruments

Fuel contracts

Other income (expense), net

Foreign exchange contracts

Other income (expense), net

Long-Term Debt

As of December 31, 2025 and 2024, the fair value of our long-term debt, including the current portion, was $ 14.1 billion and $ 12.8 billion, respectively, which was $ 0.9 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.

The fair value of our long-term revolving and term loan facilities was calculated based on estimated rates for the same or similar instruments with similar terms and remaining maturities.

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In June 2025, NCLH’s shareholders approved a further amendment and restatement of the Restated 2013 Plan to increase the number of NCLH ordinary shares that may be delivered by 3,000,000 , resulting in an increase in the maximum aggregate limit to 48,009,006 NCLH ordinary shares.

Additionally, the expiration date of the Restated 2013 Plan was extended to March 7, 2034.

Additionally, the expiration date of the Restated 2013 Plan was extended to the close of business on February 5, 2035.

Share options under the plan are granted with an exercise price equal to the closing market price of NCLH shares at the date of grant.

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The following table sets forth a summary of option activity under NCLH’s Restated 2013 Plan for the period presented:

Number of Share Option Awards

Weighted-Average Exercise Price

Number of Share

Weighted-Average

Option Awards

Exercise Price

(in thousands)

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The fair value of the time-based and performance-based RSUs is equal to the closing market price of NCLH shares at the date of grant.

The performance-based RSUs awarded to certain members of our management team are subject to performance conditions such that the number of shares that ultimately vest depends on the Adjusted EPS and adjusted return on invested capital (as defined in the relevant award agreements) achieved by the Company during the performance period compared to targets established at the award date or other non-financial targets.

The performance-based RSUs awarded to certain members of our management team are subject to performance conditions such that the number of shares that ultimately vest depends on financial metrics including Adjusted EPS, adjusted operational EBITDA margin, net leverage and adjusted return on invested capital (each as defined in the relevant award agreements) achieved by the Company during the performance period compared to targets established at the award date or other non-financial targets.

Although the terms of the performance-based RSU awards provide the compensation committee with the discretion to make certain adjustments to the performance calculation, a mutual understanding of the key terms and conditions of these awards has been ascertained.

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As of December 31, 2025, there were total unrecognized compensation costs related to non-vested time-based and non-vested performance-based RSUs of $ 101.7 million and $ 10.9 million, respectively.

The costs are expected to be recognized over a weighted-average period of 1.8 years for both time-based and performance-based RSUs.

The costs are expected to be recognized over a weighted-average period of 1.8 years for time-based RSUs and 1.5 years for performance-based RSUs.

Taxes paid pursuant to net share settlements in 2025, 2024 and 2023 were $ 23.8 million, $ 25.3 million and $ 26.9 million, respectively.

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Participants may contribute up to 100 % of eligible compensation each pay period, subject to certain limitations.

In 2022 and 2021, we made matching contributions equal to 100 % of the first 3 % and 50 % of amounts greater than 3 % to and including 10 % of each participant’s contributions subject to certain limitations.

In 2023, we temporarily paused our matching contributions under the 401(k) Plan, which we reinstated for 2024 and 2025.

We made matching contributions equal to 100 % of the first 3 % and 50 % of amounts greater than 3 % to and including 10 % of each participant’s contributions subject to certain limitations.

In addition, we may make discretionary supplemental contributions to the 401(k) Plan, which shall be allocated pro rata to each eligible participant based on the compensation of the participant relative to the total compensation of all participants.

Our matching contributions are vested according to a five-year schedule.

In 2023, we temporarily paused our matching contributions under the 401(k) Plan, which we reinstated for 2024.

The 401(k) Plan is subject to the provisions of ERISA and is intended to be qualified under section 401(a) of 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 Tax Protection Act 1966.

Therefore, we will be subject to the Bermuda corporate income tax with effect from January 1, 2025.

Therefore, NCLH and its Bermuda subsidiaries became subject to the Bermuda corporate income tax effective as of January 1, 2025.

The Bermuda Act provides for an international shipping income exclusion.

In order for a Bermuda entity’s international shipping income to qualify for the exclusion, the entity must demonstrate that the strategic or commercial management of all ships concerned is effectively carried on from or within Bermuda.

We believe we met the necessary requirements to qualify for the international shipping income exclusion during 2024.

We believe we met the necessary requirements to qualify for the international shipping income exclusion.

Additionally, the Bermuda Act provides for companies to be able to offset 80% of their Bermuda taxable income with any available tax loss deductions on an annual basis.

The Bermuda Act provides for opening tax loss carryforwards based on the Bermuda taxable income (loss) results of the individual Bermuda entities in the five fiscal years prior to the enactment date, which includes the 2020 through 2024 calendar years for NCLH.

The components of net income (loss) before income taxes consist of the following (in thousands):

The global minimum tax rules include three Pillar 2 taxing mechanisms to ensure large multinational businesses pay a minimum effective tax rate of 15% on their profits worldwide.

The primary taxing mechanism is the QDMTT.

No other taxing mechanisms apply to constituent entities (i.e., NCLH’s group companies) that are tax residents in a jurisdiction that has enacted a QDMTT.

Since Bermuda has not implemented a QDMTT, the other two taxing mechanisms could apply such as the IIR or the UTPR.

Even though NCLH and its subsidiaries became subject to the UTPR effective January 1, 2025, the Company did not recognize an impact from the UTPR mechanism for the year ended December 31, 2025.

The primary reason for this result is due to the Pillar 2 shipping income exclusion, under which a significant portion of the Company’s income is excluded from the minimum tax calculation.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires improvements to the effectiveness of income tax disclosures.

The amendments in this update were effective for year ended December 31, 2025 and have been applied on a prospective basis.

The components of net income before income taxes consist of the following (in thousands):

Year Ended December 31,

Foreign - Other

( 2,276,703 )

Net income (loss) before income taxes

( 2,276,703 )

The components of the provision for income taxes consisted of the following benefit (in thousands):

Net income before income taxes

The components of the provision for income taxes consisted of the following benefit (expense) (in thousands):

Year Ended December 31,

United States

Foreign - Other

United States - Federal and state

Total current:

United States

Foreign - Other

United States - Federal and state

Total deferred:

Income tax benefit

Our reconciliation of income tax expense computed by applying our Bermuda statutory rate and reported income tax benefit was as follows (in thousands):

Income tax benefit (expense)

Our reconciliation of income tax expense computed by applying our Bermuda statutory rate and reported income tax benefit (expense) was as follows for the year ended December 31, 2025 (in thousands):

Year Ended December 31, 2025

Tax at Bermuda statutory rate

Nontaxable or nondeductible items

International shipping income exclusion (1)

Foreign tax effects

United States

U.S.-source shipping income not exempt under Section 883 (2)

Other foreign income taxed at different rates

Change in valuation allowance

Other adjustments

Income tax benefit (expense)

(1) The international shipping income exclusion exempts 100 % of shipping income from taxation.

Net income before income taxes includes both shipping and non-shipping income.

After an allocation of deductible indirect costs between shipping and non-shipping income, the exclusion of the exempt shipping income from taxable income resulted in a loss for income tax purposes related to non-exempt income.

(2) The tax benefit associated with U.S.-source shipping income exempt under Section 883 was approximately $ 60 million.

Our reconciliation of income tax benefit (expense) computed by applying our Bermuda statutory rate and reported income tax benefit (expense) was as follows for the years ended December 31, 2024 and 2023 (in thousands):

Year Ended December 31,

Tax at Bermuda statutory rate

Foreign income taxes at different rates

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Valuation allowance

Income tax benefit

Income tax benefit (expense)

Deferred tax assets and liabilities were as follows (in thousands):

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This evaluation considers, among other factors, historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlook for the cruise industry and broader economy.

Based on the weight of available evidence, we maintained a full valuation allowance by recognizing a valuation allowance in the fourth quarters of 2024 and 2023 of $ 15.4 million and $ 532.4 million, respectively, with respect to our Bermuda net deferred tax assets.

Additionally, we previously recorded valuation allowances with respect to the U.S.

net deferred tax assets in one of our U.S.

and several of our foreign subsidiaries including of $ 13.0 million, $ 2.3 million and $ 43.3 million during the years ended 2024, 2023 and 2022, respectively.

During the fourth quarter of 2024, we reassessed the need for a valuation allowance.

After weighing all of the evidence, we determined that the positive evidence in favor of releasing a portion of the valuation allowance outweighed the negative evidence against releasing the allowance on certain U.S.

net deferred tax assets and concluded that it is more likely than not that the majority of the U.S.

deferred tax assets will be realized.

As a result, we released $ 161.9 million of the valuation allowance for the portion of our U.S.

deferred tax assets that we expect will ultimately be more likely than not to be realized.

The positive evidence considered includes continuous improvement in our operating results and profitability, implementation of certain tax planning actions, our projections showing sufficient utilization of tax attributes within their requisite carryforward periods, and not having a history of

expiration of tax attributes.

The negative evidence considered includes that we are in a three-year cumulative book loss position as of December 31, 2024.

We continue to maintain a valuation allowance against the deferred tax assets for which we concluded it is more likely than not they will not be realized.

Included above are deferred tax assets associated with our operations in Norway.

We have Norway net operating loss carryforwards of $ 9.5 million and $ 10.8 million for the years ended December 31, 2024 and 2023, respectively, which can be carried forward indefinitely.

Based on the weight of available evidence, we maintained a full valuation allowance by recognizing a valuation allowance in the fourth quarters of 2025, 2024 and 2023 of $ 79.6 million $ 15.4 million and $ 532.4 million, respectively, with respect to our Bermuda net deferred tax assets.

Included above are deferred tax assets associated with PCI.

net operating loss carryforwards of $ 155.0 million for the years ended December 31, 2024 and 2023, which begin to expire in 2030 .

net operating loss carryforwards of $ 120.5 million and $ 155.0 million for the years ended December 31, 2025 and 2024, respectively, which begin to expire in 2031 .

Utilization of the PCI net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously and/or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986 (“Section 382”).

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In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period.

If we have experienced an ownership change, utilization of PCI’s net operating loss carryforwards would be subject to an annual limitation under Section 382.

If we have experienced an ownership change, utilization of PCI’s net operating loss carryforwards would be subject to an annual

limitation under Section 382.

Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization.

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We implemented certain tax restructuring strategies that created our ability to utilize the net operating loss carryforwards of PCI, for which we had previously provided a full valuation allowance.

For a majority of our subsidiaries, we do not expect to incur income taxes on future distribution of undistributed earnings.

For all other subsidiaries no deferred income taxes have been provided for future distributions of undistributed earnings as we are considered indefinitely reinvested, and quantification of the deferred income taxes is not practicable.

We file income tax returns in the U.S.

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or another qualifying country.

We believe that we qualify for the benefits of Section 883 because we are incorporated in qualifying countries and our ordinary shares are primarily and regularly traded on an established securities market in the U.S.

We believe that we qualify for the benefits of Section 883 because we are incorporated in a qualifying country and our ordinary shares are primarily and regularly traded on an established securities market in the U.S.

Commitments and Contingencies

Ship Construction Contracts

For the Norwegian brand, we have four Prima Class Ships on order, each ranging from approximately 156,000 to 169,000 Gross Tons with 3,550 to 3,850 Berths, with currently scheduled delivery dates from 2025 through 2028.

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, each ranging from approximately 154,000 to 170,000 Gross Tons with 3,565 to 3,880 Berths, with currently scheduled delivery dates from 2026 through 2028.

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.

As of December 31, 2024, the combined contract prices, including amendments and change orders, of the 13 ships on order for delivery (which excludes two ships on order for Oceania Cruises, which are currently scheduled for delivery in 2030 and 2031, that we have the option to cancel) was approximately € 17.5 billion, or $ 18.1 billion based on the euro/U.S.

As of December 31, 2025, the combined contract prices, including amendments and change orders, of the 13 ships on order that are effective were approximately € 18.3 billion, or $ 21.5 billion based on the euro/U.S.

dollar exchange rate as of December 31, 2025.

If the two ships on order for Oceania Cruises are cancelled, there will be incremental corresponding adjustments to the purchase price of other applicable newbuilds not to exceed € 51 million.

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 each contract price, subject to certain conditions.

We do not anticipate any contractual breaches or cancellations to occur, except as noted above.

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 currently have obtained export credit financing which is expected to fund approximately 80 % of each contract price of each ship as well as related financing premiums, subject to certain conditions.

We do not anticipate any contractual breaches or cancellations to occur.

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 December 31, 2024, minimum annual payments for non-cancelable ship construction contracts, which exclude two contracts with options to cancel, were as follows (in thousands):

As of December 31, 2025, minimum annual payments for non-cancelable ship construction contracts were as follows (in thousands):

Total minimum annual payments

The above presentation reflects the current delivery dates;

however, certain delivery dates may be delayed at the option of the builder, which would result in additional fees.

Port Facility Commitments

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In addition, our brands have a legal requirement to maintain security guarantees based on cruise business originated from the U.K., and we are required to establish financial responsibility by certain jurisdictions to meet liability in the event of non-performance of our obligations to passengers from those jurisdictions.

As of December 31, 2024, we have in place approximately £ 65.1 million of security guarantees for our brands as well as a consumer protection policy covering up to

£ 141.1 million.

As of December 31, 2025, we have in place approximately £ 72.2 million of security guarantees for our brands as well as a consumer protection policy covering up to £ 143.8 million.

The Company has provided approximately $ 1.0 million in cash to secure all the financial security guarantees required.

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Following the announcement of the investigation by the Florida Attorney General, we received notifications from other attorneys general and governmental agencies that they are conducting similar investigations.

The Company is cooperating with these ongoing investigations, the outcomes of which cannot be predicted at this time.

The Company is cooperating with these ongoing investigations, and currently has a draft settlement agreement that it expects to finalize later this year.

Helms-Burton Act

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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 oral argument took place on February 23, 2026.

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

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Other Contingencies

The Company also has agreements with its credit card processors that govern approximately $ 2.8 billion in advance ticket sales as of December 31, 2024 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.

The Company also has agreements with its credit card processors that govern the vast majority of advance ticket sales that are received by the Company relating to future voyages.

These agreements allow the credit card processors to require, under certain circumstances, 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.

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

As of December 31, 2024, we had cash reserves with credit card processors of approximately $ 0.8 million recognized in accounts receivable.

The $ 31.5 million previously recognized in other long-term assets was returned to the Company during the year ended December 31, 2024.

We may be required to pledge additional collateral and/or post additional cash reserves or take other actions in the future that may adversely affect our liquidity.

As of December 31, 2025, the Company was not required to maintain any reserve funds.

Other Income (Expense), Net

Other income (expense), net was income of $ 54.2 million, expense of $ 40.2 million, and income of $ 76.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.

In 2024 and 2023, the income and expense was primarily due to net gains and losses from foreign currency remeasurements.

In 2022, the income was primarily due to gains on derivatives not designated as hedges and gains from foreign currency remeasurements.

Other income (expense), net was expense of $ 178.6 million, income of $ 54.2 million, and expense of $ 40.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

In 2025 and 2023, the expense, and in 2024, the income, was primarily due to net gains and losses from foreign currency remeasurements.

Concentration Risk

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For the year ended December 31, 2025, we had non-cash investing activities related to property and equipment of $ 60.5 million.

For the year ended December 31, 2025, we paid foreign income taxes of $ 18.6 million and interest and related fees, net of capitalized interest, of $ 952.0 million including the early redemption premiums.

For the year ended December 31, 2024, we had non-cash investing activities related to property and equipment of $ 38.9 million.

For the year ended December 31, 2024, we paid income taxes of $ 4.6 million and interest and related fees, net of capitalized interest, of $ 772.6 million including the early redemption premiums.

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For the year ended December 31, 2023, we received a refund of income taxes of $ 3.1 million and paid interest and related fees, net of capitalized interest, of $ 822.5 million.

For the year ended December 31, 2022, we had non-cash investing activities related to property and equipment of $ 51.7 million.

For the year ended December 31, 2022, we received a refund of income taxes of $ 9.5 million and paid interest and related fees, net of capitalized interest, of $ 750.6 million including the early redemption premiums.

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 9A. Controls and Procedures