What changed in this filing

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Item 1. Financial Statements

2026-05-04 compared with 2025-11-04 · 140 added, 293 removed, 403 unchanged (52% of the section changed)

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Passenger ticket

15 unchanged sentences

Total non-operating income (expense)

Net income before income taxes

Income tax expense

Net income (loss) before income taxes

Income tax benefit (expense)

Net income (loss)

Weighted-average shares outstanding

Earnings per share

Earnings (loss) per share

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

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

Three Months Ended

Nine Months Ended

September 30,

Other comprehensive income (loss):

Net income (loss)

Other comprehensive income:

Shipboard Retirement Plan

Cash flow hedges:

Net unrealized gain (loss)

Net unrealized gain

Amount realized and reclassified into earnings

Total other comprehensive income (loss)

Total comprehensive income

Total other comprehensive income

Total comprehensive income (loss)

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

2 unchanged sentences

(in thousands, except share data)

September 30,

Current assets:

19 unchanged sentences

980,000,000 shares authorized;

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

459,099,810 shares issued and outstanding at March 31, 2026 and 455,257,489 shares issued and outstanding at December 31, 2025

Additional paid-in capital

9 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities

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

Net income (loss)

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

Depreciation and amortization expense

Gain on derivatives

Loss on extinguishment of debt

Provision for bad debts and inventory obsolescence

Gain on involuntary conversion of assets

Share-based compensation expense

10 unchanged sentences

( 1,436,667 )

Cash paid on settlement of derivatives

Acquisition, net of cash acquired

( 1,525,220 )

Net cash used in investing activities

( 1,439,823 )

( 1,532,242 )

Cash flows from financing activities

1 unchanged sentence

( 2,723,237 )

( 1,268,605 )

Proceeds from long-term debt

Common share issuance proceeds, net

Net share settlement of restricted share units

Early redemption premium

Deferred financing fees

Net cash provided by (used in) financing activities

Deferred financing fees and other

Net cash provided by financing activities

Net decrease in cash and cash equivalents

5 unchanged sentences

(in thousands)

Three Months Ended September 30, 2025

Comprehensive

Shareholders’

Income (Loss)

Balance, June 30, 2025

( 6,000,183 )

Share-based compensation

Common share issuance proceeds, net

Common share issuance for NCLC exchangeable notes

Net share settlement of restricted share units

Other comprehensive income, net

Balance, September 30, 2025

( 5,580,888 )

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Comprehensive

5 unchanged sentences

Issuance of shares under employee-related plans

Common share issuance proceeds, net

Common share issuance for NCLC exchangeable notes

Net share settlement of restricted share units

Other comprehensive income, net

Balance, September 30, 2025

( 5,580,888 )

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

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Changes in Shareholders’ Equity - Continued

(in thousands)

Three Months Ended September 30, 2024

Comprehensive

Shareholders’

Income (Loss)

Balance, June 30, 2024

( 6,719,348 )

Share-based compensation

Net share settlement of restricted share units

Other comprehensive loss, net

Balance, September 30, 2024

Balance, March 31, 2026

( 5,461,968 )

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Comprehensive

5 unchanged sentences

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

Balance, September 30, 2024

Other comprehensive income, net

Balance, March 31, 2025

( 6,030,175 )

9 unchanged sentences

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

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

As of March 31, 2026, we had 35 ships with approximately 75,000 Berths.

The Company has orders for 16 additional ships to be delivered from 2026 through 2037.

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

We have two Prima Class Ships on order with currently scheduled delivery dates in 2027 and 2028.

We also have orders for three new classes of ships:

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

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

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 that are both to be delivered in 2037 will be effective upon financing.

Summary of Significant Accounting Policies

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

As of March 31, 2026, we had liquidity of approximately $ 1.6 billion, including cash and cash equivalents of $ 185.0 million and $ 1.4 billion available under our Revolving Loan Facility.

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

5 unchanged sentences

Historically, demand for cruises has been strongest during the Northern Hemisphere’s summer months.

The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024, which are included in our most recent Annual Report on Form 10-K filed with the SEC on February 27, 2025.

The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025, which are included in our most recent Annual Report on Form 10-K filed with the SEC on March 2, 2026.

Earnings Per Share

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Net income (loss)

Effect of dilutive securities - exchangeable notes

Net income and assumed conversion of exchangeable notes - Diluted EPS

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

Basic weighted-average shares outstanding

4 unchanged sentences

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

During the three months ended March 31, 2026, the 2027 2.5% Exchangeable Notes were anti-dilutive.

For the three months ended March 31, 2025, each of the then outstanding exchangeable notes were 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.

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

For the three months ended March 31, 2026, the price of NCLH’s ordinary shares did not exceed the conversion price, and therefore, there was no impact to diluted EPS.

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

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

For the three months ended March 31, 2026 and 2025, a total of 0.7 million and 79.6 million shares, respectively, have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

Segment Reporting

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.

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):

Three Months Ended

Nine Months Ended

September 30,

Total revenue

10 unchanged sentences

Adjusted operating income

Non-cash compensation (3)

Non-cash compensation, severance and professional advisory fees (3)

Interest expense, net

Other income (expense), net

Net income before income taxes

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

Net income (loss) before income taxes

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

Three Months Ended

Nine Months Ended

September 30,

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

(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.

(2) Excludes non-cash share-based compensation expenses related to equity awards for corporate employees (see Note 9 – “Employee Benefits and Share-Based Compensation”), professional advisory fees incurred related to activist investors and the cash portion of our restructuring costs related to certain employee terminations as follows (in thousands):

Three Months Ended

Professional advisory fees

Severance payments and other fees

(3) Includes, in aggregate, the adjustments noted above.

Foreign Currency

2 unchanged sentences

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

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

We recognized a gain of $ 38.8 million and a loss of $ 22.5 million for the three months ended March 31, 2026 and 2025, respectively, related to remeasurement of assets and liabilities denominated in foreign currencies.

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

3 unchanged sentences

Recently Issued Accounting Guidance

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

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), 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 will be applied on a prospective basis.

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

In November 2024, the FASB issued ASU No.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

11 unchanged sentences

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 are evaluating the impact of ASU 2025-09 on our consolidated financial statements.

Revenue Recognition

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

North America

10 unchanged sentences

Receivables from customers are included within accounts receivable, net.

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

As of March 31, 2026 and December 31, 2025, our receivables from customers were $ 100.4 million and $ 102.3 million, respectively, primarily related to in-transit credit card receivables.

Our contract liabilities are included within advance ticket sales.

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

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

As of March 31, 2026 and December 31, 2025, our contract liabilities were $ 2.8 billion and $ 2.3 billion, respectively.

Of the amounts included within contract liabilities as of March 31, 2026, approximately 45 % were refundable in accordance with our cancellation policies.

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

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

For the three months ended March 31, 2026, $ 1.7 billion of revenue recognized was included in the contract liability balance at the beginning of the period.

Operating Leases - Lessee

1 unchanged sentence

Balance Sheet location

September 30, 2025

March 31, 2026

December 31, 2025

7 unchanged sentences

Operating Leases - Lessor

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.

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

In March 2026, we executed a long-term lease for Seven Seas Navigator.

The lease will commence in December 2027 and has a term of nine years unless a purchase option is exercised prior to the end of the term.

There are multiple purchase options through the end of the lease term, which decline in value annually.

The lease is expected to be an operating lease.

The aggregate undiscounted lease payments to be received throughout the terms of the agreements, including variable payments, are expected to be approximately $ 100 million excluding the impact of the purchase options.

Accumulated Other Comprehensive Income (Loss)

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

Nine Months Ended September 30, 2025

Accumulated other comprehensive income (loss) for the three months ended March 31, 2026 was as follows (in thousands):

Three Months Ended March 31, 2026

Comprehensive

4 unchanged sentences

Accumulated other comprehensive income (loss) at end of period

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

Nine Months Ended September 30, 2024

Accumulated other comprehensive income (loss) for the three months ended March 31, 2025 was as follows (in thousands):

Three Months Ended March 31, 2025

Comprehensive

1 unchanged sentence

Accumulated other comprehensive income (loss) at beginning of period

Current period other comprehensive loss before reclassifications

Current period other comprehensive income before reclassifications

Amounts reclassified into earnings

2 unchanged sentences

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

(3) Includes $ 22.0 million of losses expected to be reclassified into earnings in the next 12 months.

(3) Includes $ 86.9 million of gains expected to be reclassified into earnings in the next 12 months.

Property and Equipment, Net

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

Property and equipment, net increased $ 1.1 billion for the three months ended March 31, 2026 primarily due to the delivery of Norwegian Luna.

Long-Term Debt

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 the related collateral was also released.

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 “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.

The 2032 Notes indenture contains 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.

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 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”).

The Seventh ARCA, among other things, increased the aggregate amount of commitments under the Revolving Loan Facility from $ 1.2 billion to $ 1.7 billion.

The commitments and any loans under the Revolving Loan Facility mature on January 22, 2030, provided that (a) if, on the date that is 91 days prior to the final maturity date of any of NCLC’s outstanding senior notes (other than the exchangeable notes), (i) such senior notes (other than the exchangeable notes) have not been repaid or refinanced with indebtedness maturing after April 23, 2030 and (ii) the aggregate principal amount outstanding under such senior notes exceeds $ 400,000,000 , the maturity date will be such date if such date is earlier than January 22, 2030, (b) if, on November 17, 2026, the 2027 1.125 % Exchangeable Notes have not been repaid or refinanced with indebtedness maturing after April 23, 2030 and a liquidity test is not satisfied, the maturity date will be November 17, 2026 and (c) if, on November 17, 2026, the 2027 2.5 % Exchangeable Notes have not been repaid or refinanced with indebtedness maturing after April 23, 2030 and a liquidity test is not satisfied, the maturity date will be November 17, 2026.

Loans under the Revolving Loan Facility will accrue interest (x) in the case of alternate base rate loans, at a per annum rate based on an alternate base rate plus a margin of between 0.00 % and 1.00 % and (y) in the case of term benchmark loans, at a per annum rate based on the adjusted term SOFR plus a margin of between 1.00 % and 2.00 %.

The commitments under the Revolving Loan Facility will accrue an unused commitment fee on the amount of available unused commitments at a rate of between 0.15 % and 0.30 %.

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.

In March 2025, we took delivery of Norwegian Aqua.

In March 2026, we took delivery of Norwegian Luna.

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

1 unchanged sentence

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(ii) enter into sale leaseback transactions;

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

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

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

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

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

Exchangeable Notes

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

The following is a summary of NCLC’s exchangeable notes as of March 31, 2026 (in thousands):

Financing Fees

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2030 0.750% Exchangeable Notes

(1) Classified within current portion of long-term debt as of March 31, 2026.

The following is a summary of NCLC’s exchangeable notes as of December 31, 2025 (in thousands):

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2030 0.875% Exchangeable Notes

(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.

2030 0.750% Exchangeable Notes

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

Three Months Ended

Nine Months Ended

September 30,

Coupon interest

Amortization of deferred financing fees

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

As of March 31, 2026, 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.

Debt Repayments

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

Remainder of 2026

Debt Covenants

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

As of March 31, 2026, we were in compliance with all of our debt covenants.

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

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

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

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

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

As of March 31, 2026, we had fuel swaps designated as hedges, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 642 thousand metric tons of our projected fuel purchases, maturing through December 31, 2027 .

As of March 31, 2026, we also 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 October 31, 2027 .

As of March 31, 2026, 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 € 3.1 billion, or $ 3.6 billion based on the euro/U.S.

dollar exchange rate as of September 30, 2025.

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

dollar exchange rate as of March 31, 2026.

As of March 31, 2026, 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 € 262.3 million, or $ 303.0 million based on the euro/U.S.

dollar exchange rate as of September 30, 2025.

dollar exchange rate as of March 31, 2026.

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

September 30,

Balance Sheet Location

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We are not required to post cash collateral related to our derivative instruments.

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

September 30, 2025

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

March 31, 2026

December 31, 2025

The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) were as follows (in thousands):

Location of Gain

(Loss) Reclassified

from Accumulated

Amount of Gain (Loss) Reclassified

Amount of Gain (Loss)

Other Comprehensive

from Accumulated Other

Recognized in Other

Income (Loss) into

Comprehensive Income

Comprehensive Loss

Income (Expense)

(Loss) into Income (Expense)

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Fuel contracts

Other income (expense), net

Foreign currency contracts

Depreciation and amortization

Total gain (loss) recognized in other comprehensive loss

The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) include the following (in thousands):

Location of Gain

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(Loss) into Income (Expense)

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Fuel contracts

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Depreciation and amortization

Total gain (loss) recognized in other comprehensive loss

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

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

Three Months Ended September 30, 2025

Three Months Ended September 30, 2024

(Expense), net

Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded

Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (expense)

Fuel contracts

Foreign currency contracts

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

Fuel contracts

Nine Months Ended September 30, 2025

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

( Expense), net

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Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded

Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (expense)

Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income

Fuel contracts

Foreign currency contracts

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

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

Long-Term Debt

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

As of March 31, 2026 and December 31, 2025, the fair value of our long-term debt, including the current portion, was $ 14.4 billion and $ 14.1 billion, respectively, which was $ 1.2 billion and $ 0.9 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.

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The carrying amounts reported in the consolidated balance sheets of all other financial assets and liabilities approximate fair value.

Employee Benefits and Compensation Plans

In January 2013, NCLH adopted the 2013 Performance Incentive Plan, which as amended and restated through 2024 (the “Restated 2013 Plan”), provided for a maximum aggregate limit of 45,009,006 shares that could have been delivered pursuant to all awards granted under the Restated 2013 Plan.

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 shares.

Employee Benefits and Share-Based Compensation

Restricted Share Unit Awards

In March 2025, NCLH granted 4.5 million time-based restricted share unit awards to our employees, which primarily vest in substantially equal installments over three years .

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

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

In March 2026, NCLH granted 5.0 million time-based restricted share unit awards (“RSUs”) to our employees, which primarily vest in substantially equal installments over three years .

Additionally, in March 2026, NCLH granted 1.3 million performance-based restricted share units (“PSUs”) to certain members of our management team, which vest upon the achievement of certain pre-established performance targets established through 2028 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2029.

In connection with Mr.

Chidsey’s appointment as President and Chief Executive Officer, NCLH granted him a one-time inducement equity award consisting of 967,254 RSUs and 1,172,638 target market-based restricted share units (“MSUs”).

The RSUs vest in substantially equal installments over four years .

The MSUs are eligible to vest at the end of a four-year performance period based on the NCLH’s absolute total shareholder return compound annual growth rate, with payout ranging from 0 % to 200 % of target.

These awards were granted outside the Amended and Restated 2013 Performance Incentive Plan and were approved by NCLH’s Compensation Committee in reliance on the employment inducement exemption under Section 303A.08 of the New York Stock Exchange’s Listed Company Manual.

The fair value of the MSUs is estimated using a Monte Carlo model due to the market condition.

The below table summarizes the key inputs used in the Monte Carlo simulation:

Dividend yield

Expected share price volatility

Risk-free interest rate

Expected term

Expected volatility was determined based on a blend of implied volatility and historical volatility of our share price over a period commensurate with the remaining term of the measurement period.

The risk-free rate was based on U.S.

Treasury zero coupon issues with a remaining term equal to the remaining term of the measurement period.

The following is a summary of restricted share unit activity for the three months ended March 31, 2026:

Average Grant

Date Fair Value

Non-vested as of January 1, 2026

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Forfeited or expired

Non-vested as of September 30, 2025

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

Number of Share Option Awards

Weighted-Average

Exercise Price

Weighted-Average

(in thousands)

Outstanding as of January 1, 2025

Forfeited and cancelled

( 1,845,107 )

Outstanding as of September 30, 2025

Non-vested as of March 31, 2026

(1) Number of PSUs and MSUs included assumes maximum achievement.

In February 2026, all 298,336 remaining outstanding share option awards with a weighted average exercise price of $ 50.12 expired and were forfeited.

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

Three Months Ended

Nine Months Ended

September 30,

Payroll and related expense

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Ship Construction Contracts

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

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

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

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

For the Norwegian brand, we have two Prima Class Ships on order, each at approximately 170,000 Gross Tons and 3,880 Berths, with currently scheduled delivery dates in 2027 and 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 September 30, 2025, the combined contract prices, including amendments and change orders, of the 13 ships on order were approximately € 18.4 billion, or $ 21.6 billion based on the euro/U.S.

dollar exchange rate as of September 30, 2025.

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

As of March 31, 2026, the combined contract prices, including amendments and change orders, of the 12 ships on order that are effective were approximately € 17.1 billion, or $ 19.8 billion based on the euro/U.S.

dollar exchange rate as of March 31, 2026.

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

As of March 31, 2026, our minimum annual payments for non-cancelable ship construction contracts were as follows (in thousands):

Remainder of 2026

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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.

This matter has been resolved in its entirety, which includes the resolution and disposition of all investigations and related proceedings conducted by the attorneys general of all relevant jurisdictions.

Helms-Burton Act

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

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

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

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

6 unchanged sentences

On April 12, 2023, the Company posted a sufficient supersedeas bond with the court to prevent any efforts by the plaintiff to collect on the judgment pending the appeal.

On June 30, 2023, the Company filed its opening appellate brief with the United States Court of Appeals for the Eleventh Circuit.

On September 29, 2023, the plaintiff filed its answering brief responding to the Company’s opening brief in the Eleventh Circuit.

On May 17, 2024, the Eleventh Circuit heard oral argument on the matter.

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

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

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

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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Nonetheless, the ultimate outcome of these claims and lawsuits that are not covered by insurance cannot be determined at this time.

We have evaluated our overall exposure with respect to all of our threatened and pending litigation and, to the extent required, we have accrued amounts for all estimable probable losses associated with our deemed exposure.

We have evaluated our overall exposure with respect to all of our threatened

and pending litigation and, to the extent required, we have accrued amounts for all estimable probable losses associated with our deemed exposure.

We are currently unable to estimate any other potential losses beyond those accrued as discovery is not complete nor is adequate information available to estimate such range of loss or potential recovery.

2 unchanged sentences

Other Contingencies

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

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

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.

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 March 31, 2026, the Company was not required to maintain any reserve funds.

Other Income (Expense), Net

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

For the three months ended March 31, 2026 and 2025, other income (expense), net was income of $ 40.7 million and expense of $ 24.5 million, respectively, was primarily due to net gains and losses on foreign currency remeasurements of our euro-denominated debt.

Supplemental Cash Flow Information

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

For the three months ended March 31, 2026 and 2025, we had non-cash investing activities consisting of changes in accruals related to property and equipment of $ 59.9 million and $ 4.0 million, respectively.

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

What changed 10-Q

Item 1. Financial Statements