What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-04 compared with 2025-11-04 · 131 added, 156 removed, 284 unchanged (50% of the section changed)

3 unchanged sentences

federal securities laws intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995.

All statements other than statements of historical facts contained, or incorporated by reference, in this report, including, without limitation, our expectations regarding our results of operations, future financial position, including our liquidity requirements and future capital expenditures, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, including with respect to refinancing, amending the terms of, or extending the maturity of our indebtedness, our ability to comply with covenants under our debt agreements, expectations regarding our exchangeable notes, valuation and appraisals of our assets, expectations regarding our deferred tax assets and valuation allowances, expected fleet additions, including expected timing thereof, our expectations regarding the impact of macroeconomic conditions and recent global events, and expectations relating to our sustainability program and decarbonization efforts may be forward-looking statements.

All statements other than statements of historical facts contained, or incorporated by reference, in this report, including, without limitation, our expectations regarding our results of operations, future financial position, including our liquidity requirements and future capital expenditures, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, including with respect to refinancing, amending the terms of, or extending the maturity of our indebtedness, our ability to comply with covenants under our debt agreements, expectations regarding our exchangeable notes, valuation and appraisals of our assets, expectations regarding our deferred tax assets and valuation allowances, expected fleet additions and deliveries, including expected timing thereof, our expectations regarding the impact of macroeconomic conditions and recent global events, and expectations relating to our sustainability program, decarbonization efforts and alternative fuel sources and related regulation may be forward-looking statements.

Many, but not all, of these statements can be found by looking for words like “expect,” “anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “will,” “may,” “forecast,” “estimate,” “intend,” “future” and similar words.

5 unchanged sentences

● our need for additional financing or financing to optimize our balance sheet, which may not be available on favorable terms, or at all, and our outstanding exchangeable notes and any future financing which may be dilutive to existing shareholders;

● shareholder activism and/or proxy contests;

● the unavailability of ports of call and the impacts of port and destination fees and expenses;

3 unchanged sentences

● our success in controlling operating expenses and capital expenditures;

● adverse events impacting the security of travel, or customer perceptions of the security of travel, such as terrorist acts, armed conflict or threats thereof, acts of piracy, and other international events;

● adverse events impacting the security of travel, or customer perceptions of the security of travel, such as terrorist acts, geopolitical conflict, armed conflict or threats thereof, acts of piracy, and other international events;

● public health crises and their effect on the ability or desire of people to travel (including on cruises);

13 unchanged sentences

● fluctuations in foreign currency exchange rates;

● our expansion into new markets and investments in new markets and land-based destination projects;

● our expansion into new markets and investments in new markets, businesses and land-based destination projects;

● overcapacity in key markets or globally;

● other factors set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025 (our “Annual Report on Form 10-K”).

● other factors set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026 (our “Annual Report on Form 10-K”).

The above examples are not exhaustive and new risks emerge from time to time.

1 unchanged sentence

Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we expect to operate in the future.

You are cautioned not to place undue reliance on the forward-looking statements included in this report, which speak only as of the date made.

We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our

expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

You are cautioned not to place undue reliance on the forward-

looking statements included in this report, which speak only as of the date made.

We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

Furthermore, certain statements in this report, particularly pertaining to our sustainability performance, goals and initiatives, are subject to additional risks and uncertainties that could significantly affect our future financial condition and results of operations, as well as our ability to achieve our environmental goals.

These risks and uncertainties may cause results to differ materially and adversely from those expressed in any of our forward-looking statements.

Additionally, we may provide information herein that is not necessarily “material” under the federal securities laws for SEC reporting purposes but that is informed by various standards and frameworks (including standards for the measurement of underlying data) and the interest of various stakeholders.

However, we cannot guarantee strict adherence to framework recommendations and much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change, and our disclosures based on these frameworks may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policy, or other factors, some of which may be beyond our control.

Solely for convenience, certain trademark and service marks referred to in this report appear without the ® or ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and service marks.

4 unchanged sentences

● 2027 1.125% Exchangeable Notes .

On July 21, 2020, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S.

Bank National Association, as trustee, NCLC issued $450.0 million aggregate principal amount of exchangeable senior notes due 2025.

● 2027 1.125% Exchangeable Notes .

On November 19, 2021, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S.

7 unchanged sentences

● 2030 0.750% Exchangeable Notes .

September 11, 2025, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S.

On September 11, 2025, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S.

Bank Trust Company, National Association, as trustee, NCLC issued $1,407.0 million aggregate principal amount of exchangeable senior notes due 2030.

9 unchanged sentences

● Adjusted Net Income.

Net income adjusted for the effect of dilutive securities and other supplemental adjustments.

Net income (loss) adjusted for the effect of dilutive securities and other supplemental adjustments.

Double occupancy capacity per cabin (single occupancy per studio cabin) even though many cabins can accommodate three or more passengers.

3 unchanged sentences

Earnings before interest, taxes, and depreciation and amortization.

Earnings per share.

Earnings (loss) per share.

Generally accepted accounting principles in the U.S.

14 unchanged sentences

● Prestige Class Ships.

Regent’s Seven Seas Prestige and one additional ship on order.

Regent’s Seven Seas Prestige and three additional ships on order.

● Prima Class Ships.

Norwegian Prima, Norwegian Viva, Norwegian Aqua, Norwegian Luna and two additional ships on order.

Norwegian Prima, Norwegian Viva, Norwegian Aqua, Norwegian Luna, Norwegian Aura and one additional ship on order.

● Revolving Loan Facility.

4 unchanged sentences

● Sonata Class Ships.

Oceania Sonata, Oceania Arietta and two additional ships on order.

Oceania Sonata, Oceania Arietta and three additional ships on order.

Non-GAAP Financial Measures

2 unchanged sentences

We utilize Adjusted Gross Margin and Net Yield to manage our business on a day-to-day basis because they reflect revenue earned net of certain direct variable costs.

We also utilize Net Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to

manage our business on a day-to-day basis.

We also utilize Net Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to manage our business on a day-to-day basis.

In measuring our ability to control costs in a manner that positively impacts net income, we believe changes in Adjusted Gross Margin, Net Yield, Net Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to be the most relevant indicators of our performance.

3 unchanged sentences

Adjusted EBITDA is not a defined term under GAAP nor is it intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income as it does not take into account certain requirements such as capital expenditures and related depreciation, principal and interest payments and tax payments and it includes other supplemental adjustments.

In addition, Adjusted Net Income and Adjusted EPS are non-GAAP financial measures that exclude certain amounts and are used to supplement GAAP net income and EPS.

In addition, Adjusted Net Income and Adjusted EPS are non-GAAP financial measures that exclude certain amounts and are used to supplement GAAP net income (loss) and EPS.

We use Adjusted Net Income and Adjusted EPS as key performance measures of our earnings performance.

4 unchanged sentences

accordingly, our presentation of Adjusted Net Income and Adjusted EPS may not be indicative of future adjustments or results.

In 2025, we took on two newbuilds that have euro-denominated debt, that is primarily unhedged, and we expect to take delivery of ships that have euro-denominated debt in the future.

Due to the significant increase in our euro-denominated debt in 2025 and the fact that a substantial portion of our debt is in dollars, we have included the related net foreign currency remeasurement losses as a supplemental adjustment in our calculation of Adjusted Net Income and Adjusted EPS.

For example, for the three months ended March 31, 2026, we had an expense of $12.2 million related to restructuring costs.

We included this as an adjustment in the reconciliation of Adjusted Net Income since the loss is not representative of our day-to-day operations, and this adjustment did not occur and is not included in the comparative period presented within this report.

In 2025 and 2026, we drew down on euro-denominated debt for three newbuilds that is primarily unhedged, and we expect to take delivery of ships that have euro-denominated debt in the future.

Due to the significant increase in our euro-denominated debt in 2025 and 2026 and the fact that a substantial portion of our debt is in dollars, we have included the related net foreign currency remeasurement losses as a supplemental adjustment in our calculation of Adjusted Net Income and Adjusted EPS.

To ensure comparability, we have retrospectively applied this adjustment to the corresponding periods in 2025, using a consistent methodology.

2 unchanged sentences

This is the same methodology that is used when calculating GAAP diluted weighted-average shares.

However, the determination of whether the shares are dilutive or anti-dilutive is made independently on a GAAP and non-GAAP net income basis, and therefore, the number of diluted weighted-average shares outstanding for GAAP and non-GAAP may be different.

However, the determination of whether the shares are dilutive or anti-dilutive is made independently on a GAAP and non-GAAP net income or loss basis, and therefore, the number of diluted weighted-average shares outstanding for GAAP and non-GAAP may be different.

You are encouraged to evaluate each adjustment used in calculating our non-GAAP financial measures and the reasons we consider our non-GAAP financial measures appropriate for supplemental analysis.

In evaluating our non-GAAP financial measures, you should be aware that in the future we may incur expenses similar to the adjustments in our presentation.

In evaluating our non-GAAP financial measures, you should be aware that in the future we may incur expenses similar to the adjustments in our

presentation.

Our non-GAAP financial measures have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP.

7 unchanged sentences

Passenger ticket revenue primarily consists of revenue for accommodations, meals in certain restaurants on the ship, certain onboard entertainment, government taxes, fees and port expenses and includes revenue for service charges and air and land transportation to and from the ship to the extent guests purchase these items from us.

Onboard and other revenue primarily consists of revenue from casino, beverage sales, shore excursions, specialty dining, retail sales, spa

services and Wi-Fi services.

Onboard and other revenue primarily consists of revenue from casino, beverage sales, shore excursions, specialty dining, retail sales, spa services and Wi-Fi services.

Our onboard revenue is derived from onboard activities we perform directly or that are performed by independent concessionaires, from which we receive a share of their revenue.

9 unchanged sentences

For a discussion of our critical accounting policies and estimates, see “Critical Accounting Policies” included in our Annual Report on Form 10-K under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have made no significant changes to our critical accounting policies and estimates from those described in our Annual Report on Form 10-K.

Financing 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 the related collateral was also released.

NCLC also issued $1.8 billion aggregate principal amount of 6.750% senior unsecured notes due 2032.

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

Concurrently, the Revolving Loan Facility was increased from $1.2 billion to $1.7 billion with the maturity date extended to 2030.

In April 2025, Holders exchanged $353.9 million of 2025 Exchangeable Notes for 2030 0.875% Exchangeable Notes and an aggregate Cash Payment of $64.0 million, plus accrued and unpaid interest on the 2025 Exchangeable Notes that were exchanged to, but excluding, the closing date of the Exchange.

Additionally, in April 2025, the Company completed April Equity Offerings of 3,358,098 ordinary shares to the Holders at a price of $19.06 per share.

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

In June 2025, NCLC amended the Seventh ARCA to increase the aggregate amount of the lenders’ commitments under the Revolving Loan Facility from $1.7 billion to approximately $2.5 billion.

In September 2025, NCLC issued approximately $1.4 billion of 2030 0.750% Exchangeable Notes, $1.2 billion of 2031 Notes, and $850.0 million of 2033 Notes.

Additionally, in September 2025, the Company completed the September Equity Offering with certain institutional investors of 3,313,868 ordinary shares at a price of $24.53 per share.

proceeds from these transactions, together with cash on hand, were used to (i) complete the Repurchases of a portion of the 2027 1.125% Exchangeable Notes and 2027 2.50% Exchangeable Notes, (ii) complete the Tender Offer or redeem all of the 2026 Notes, 2027 Notes and 2029 Notes and (iii) pay related accrued and unpaid interest, transaction premiums, fees and expenses.

The collateral of the Revolving Loan Facility was also modified.

See Note 7 – “Long-Term Debt” for more information.

Update on Bookings

The Company continues to experience healthy consumer demand across its portfolio of three brands for the balance of 2025 and into 2026, with strong demand for its Caribbean sailings.

As a result, the Company remains well positioned within its optimal range for its forward 12-month booked position.

Strategic Destination Investment

We announced a second phase of expansion plans for Great Stirrup Cay, the Company’s private island destination in the Bahamas, including a nearly six-acre Great Tides Waterpark expected to open in the summer of 2026.

The addition of the nearly six-acre, 19-slide, Great Tides Waterpark which includes a 800-foot dynamic river and a 9,000-square-foot kids’ splash zone, along with other new amenities, will further enhance the guest experience at one of our most popular destinations.

This is in addition to the previously announced two-ship pier, pool, family splash pad, welcome center and tram, which are expected to open by the end of 2025.

The Company remains below its optimal booking range following certain execution missteps, exacerbated by softer demand related to heightened geopolitical uncertainty.

Recent events related to the conflict in the Middle East have impacted bookings across all three brands, especially in Europe during the summer season.

While the near-term environment remains challenging, the Company is taking targeted actions to better align commercial strategy, including

marketing, with deployment and revenue management, with the benefits of these actions expected to materialize gradually over time.

Fleet Optimization Strategy

In 2025, we initiated a fleet optimization strategy focused on addressing older vessels and enhancing the long‑term efficiency and competitiveness of our fleet.

As part of this strategy, we entered into 10‑year bareboat charter agreements for Norwegian Sky and Norwegian Sun, commencing in late 2026 and late 2027, respectively.

Each agreement includes a nominal purchase option.

In 2026, we further executed this strategy by entering into a nine‑year bareboat charter agreement for Seven Seas Navigator, scheduled to commence in late 2027 and also inclusive of a purchase option.

Oceania Regatta is scheduled to commence a two‑year time charter in late 2026.

At the conclusion of the initial term, the charter may be extended for multiple years or, alternatively, the vessel may be sold to a third‑party cruise operator.

In parallel, we have elected to retain and materially reposition Oceania Nautica.

Following a comprehensive refurbishment, the vessel is expected to be renamed Aurelia in late 2027.

The refurbishment is intended to significantly enhance the ship’s guest experience and operational profile, enabling its redeployment on new itineraries and supporting its continued contribution to the fleet over the longer term.

We continue to evaluate strategic alternatives for other older vessels in the fleet, including potential sales or long‑term charter arrangements, as part of our ongoing fleet optimization strategy.

Strategic Cost Optimization and Macroeconomic Trends

Our strategic cost optimization efforts are driving a disciplined, company-wide focus on identifying efficiencies and optimizing costs across the organization.

These initiatives are designed to deliver sustainable savings without compromising the guest experience or the quality of our offerings.

Beyond the financial impact, this effort represents an evolution in our culture, embedding cost awareness, accountability, and continuous improvement into the way we operate.

Our cost savings initiatives continue to deliver tangible results, which we believe position us well to cushion macroeconomic pressures.

While there may be pressures on revenue, we believe these can be effectively offset by the continued execution of our cost optimization efforts.

These initiatives are designed to deliver sustainable long-term value creation without compromising the guest experience or the quality of our offerings.

We are taking steps to streamline the organization and better align resources in a manner that is expected to simultaneously drive revenue growth and manage costs, including executing savings initiatives targeting $125 million in expected annual savings within marketing, general and administrative expense.

These are long-term structural actions that we believe will help offset near-term pressures and position the business for stronger performance over time.

Beyond the financial impact, these efforts represent an evolution in our culture, embedding cost awareness, accountability, and continuous improvement into the way we operate.

While macroeconomic and geopolitical headwinds and events, such as the conflict involving Iran, or misalignment between our commercial strategy and deployment have and may put pressures on revenue and fuel costs, we believe these impacts may be at least partially offset through the continued execution of our cost optimization efforts as well as our hedging strategy.

Fuel is approximately 51% hedged for 2026, which we believe helps mitigate a portion of near-term fuel price volatility.

Our focus remains on managing the business for the long term, balancing disciplined pricing and cost control with guest experience and strategic investments for the future.

However, global macroeconomic events have created volatility and disruptions in the past that have adversely impacted our Company, and they may do so again in the future.

Furthermore, we are exposed to fluctuations in the euro exchange rate for certain portions of ship construction contracts, euro-denominated debt and various exchange rates for customer deposits that have not been hedged.

See “Item 1A.

Risk Factors” in our Annual Report on Form 10-K and “Item 3.

Quantitative and Qualitative Disclosures About Market Risk” below for additional information.

Climate Change

We believe the increasing focus on climate change, including the Company’s targets for greenhouse gas (“GHG”) reductions, and evolving regulatory requirements will materially impact our future capital expenditures and results of operations.

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

We expect to incur significant expenses related to these regulatory requirements and commitments, which have and will include expenses related to GHG emissions reduction initiatives, including modifications to our ships, and have and will include the purchase of emissions allowances and alternative fuels, among other things.

We have changed and may continue to be required to change certain operating procedures, for example slowing the speed of our ships, to meet regulatory requirements, which could adversely impact our operations.

We are also evaluating the effects of global climate change-related requirements, which are still evolving, including our ability to mitigate certain future expenses through initiatives to reduce GHG emissions;

consequently, the full impact to the Company is not yet known.

Additionally, our ships, port facilities, corporate offices and island destinations have in

the past and may again be adversely affected by an increase in the frequency and intensity of adverse weather conditions caused by climate change.

For example, certain ports have become temporarily unavailable to us due to hurricane damage and other destinations have either considered or implemented restrictions on cruise operations due to environmental concerns.

Refer to “Impacts related to climate change may adversely affect our business, financial condition and results of operations” in “Item 1A.

Risk Factors” in our Annual Report on Form 10-K for further information.

Risk Factors” in our Annual Report on Form 10-K for additional information.

Quarterly Overview

Three months ended September 30, 2025 (“2025”) compared to three months ended September 30, 2024 (“2024”)

Three months ended March 31, 2026 (“2026”) compared to three months ended March 31, 2025 (“2025”)

● Total revenue increased 9.6% to $2.3 billion compared to $2.1 billion.

● Net income and diluted EPS were $419.3 million and $0.86, respectively, compared to $474.9 million and $0.95, respectively.

● Net income (loss) and diluted EPS were $104.7 million and $0.23, respectively, compared to $(40.3) million and $(0.09), respectively.

● Operating income was $232.9 million compared to $200.9 million.

● Gross margin increased 8.4% to $1.2 billion compared to $1.1 billion.

● Gross margin increased 16.6% to $712.1 million compared to $610.9 million.

Adjusted Gross Margin increased 11.8% to $1.8 billion compared to $1.6 billion.

● Adjusted Net Income and Adjusted EPS were $107.5 million and $0.23, respectively, in 2026, which included $2.1 million of non-GAAP adjustments.

Adjusted Net Income and Adjusted EPS were $46.5 million and $0.10, respectively, in 2025, which included $86.8 million of non-GAAP adjustments primarily related to losses on extinguishment and modification of debt.

Adjusted Net Income and Adjusted EPS were $527.3 million and $1.02, respectively, in 2024, which included $37.4 million of non-GAAP adjustments primarily related to share-based compensation and foreign currency remeasurements on euro-denominated debt.

● Adjusted EBITDA improved 9.5% to $1.0 billion compared to $931.0 million.

● Adjusted EBITDA improved 17.6% to $532.9 million compared to $453.1 million.

We refer you to our “Results of Operations” below for a calculation of Adjusted Gross Margin, Adjusted Net Income, Adjusted EPS and Adjusted EBITDA.

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Passengers carried

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Total revenue

8 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Total cruise operating expense

8 unchanged sentences

Non-cash share-based compensation (2)

Professional advisory fees (3)

Restructuring costs (4)

Adjusted Net Cruise Cost Excluding Fuel

6 unchanged sentences

(2) Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.

(3) Incremental expenses related to activist investor activities, which are not associated with ongoing operations and are included in marketing, general and administrative expense.

(4) Severance and other related fees associated with certain employee terminations including non-cash share-based compensation expense related to accelerated vesting for a former executive, net of forfeitures, which are included in marketing, general and administrative expense.

Adjusted Net Income and Adjusted EPS were calculated as follows (in thousands, except share and per share data):

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

Net income (loss) and assumed conversion of exchangeable notes

Non-GAAP Adjustments:

1 unchanged sentence

Non-cash share-based compensation (2)

Professional advisory fees (3)

Restructuring costs (4)

Extinguishment and modification of debt (5)

1 unchanged sentence

Adjusted Net Income

Diluted weighted-average shares outstanding - Net income and Adjusted Net Income

Diluted weighted-average shares outstanding - Net income (loss)

Diluted weighted-average shares outstanding - Adjusted Net Income

(1) Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense and other income (expense), net.

(2) Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.

(3) Incremental expenses related to activist investor activities, which are not associated with ongoing operations and are included in marketing, general and administrative expense.

(5) Losses on extinguishment of debt and modification of debt are included in interest expense, net.

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Net income (loss)

Interest expense, net

Income tax expense

Income tax (benefit) expense

Depreciation and amortization expense

3 unchanged sentences

Non-cash share-based compensation (3)

Professional advisory fees (4)

Restructuring costs (5)

Adjusted EBITDA

(1) Primarily consists of gains and losses, net for foreign currency remeasurements.

(1) Primarily consists of gains and losses, net for foreign currency remeasurements of our euro-denominated debt.

(2) Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense.

(3) Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.

Three months ended September 30, 2025 (“2025”) compared to three months ended September 30, 2024 (“2024”)

Total revenue increased to $2.9 billion in 2025 compared to $2.8 billion in 2024 primarily due to an increase in Capacity Days related to the delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025.

Total cruise operating expense increased 1.0% primarily due to the delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025 offset primarily by a reduction in air costs largely due to changes in itinerary mix.

Total other operating expense increased 10.0% in 2025 compared to 2024 primarily related to an increase in marketing, general and administrative expense from higher advertising and promotions.

(4) Incremental expenses related to activist investor activities, which are not associated with ongoing operations and are included in marketing, general and administrative expense.

(5) Severance and other related fees associated with certain employee terminations including non-cash share-based compensation expense related to accelerated vesting for a former executive, net of forfeitures, which are included in marketing, general and administrative expense.

Three months ended March 31, 2026 (“2026”) compared to three months ended March 31, 2025 (“2025”)

Total revenue was $2.3 billion in 2026 and $2.1 billion in 2025 primarily due to an increase in Capacity Days related to the delivery of new ships.

Total cruise operating expense increased 5.7% primarily related to the delivery of new ships.

Total other operating expense increased 15.7% in 2026 compared to 2025 primarily related to an increase in marketing, general and administrative expense from higher advertising and promotions and severance payments.

Additionally, we had an increase in depreciation and amortization expense primarily related to the delivery of new ships.

Interest expense, net was $166.0 million in 2026 compared to $217.9 million in 2025.

The change in interest expense reflects losses in 2025 from extinguishment of debt and debt modification costs, which were $154.5 million.

Excluding these losses, the impact from an increase in debt in 2025 was offset by a reduction in average rates.

The change in interest expense primarily reflects losses in 2025 from extinguishment of debt and debt modification costs, which were $49.5 million.

Other income (expense), net was income of $40.7 million in 2026 compared to expense of $24.5 million in 2025.

The income and expense primarily related to net gains and losses from foreign currency remeasurements.

Nine months ended September 30, 2025 (“2025”) compared to nine months ended September 30, 2024 (“2024”)

Total revenue was $7.6 billion in 2025 and $7.4 billion in 2024.

The increase in Capacity Days related to the delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025 was offset by an increased number of Berths in Dry-dock in 2025 as larger ships were in Dry-dock.

Total cruise operating expense decreased 1.5% primarily related to a reduction in air costs largely due to changes in itinerary mix and fuel cost offset by the delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025.

Total other operating expense increased 8.9% in 2025 compared to 2024 primarily related to an increase in marketing, general and administrative expense from higher advertising and promotions.

Interest expense, net was $783.5 million in 2025 compared to $571.9 million in 2024.

The change in interest expense reflects higher losses in 2025 from extinguishment of debt and debt modification costs, which were $272.5 million in 2025 compared to $29.2 million in 2024.

Excluding these losses, interest expense decreased primarily as a result of lower average rates, partially offset by higher debt outstanding in connection with the delivery of ships.

Other income (expense), net was expense of $167.9 million in 2025 compared to $14.1 million in 2024.

The expense primarily related to net gains and losses from foreign currency remeasurements.

The income and expense primarily related to net gains and losses on foreign currency remeasurements of our euro-denominated debt.

Liquidity and Capital Resources

As of September 30, 2025, our liquidity was 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, our liquidity was approximately $1.6 billion, including cash and cash equivalents of $185.0 million and $1.4 billion available under our Revolving Loan Facility.

Our primary ongoing liquidity requirements are to finance working capital, capital expenditures and debt service.

from the Revolving Loan Facility, and the related collateral was also released.

NCLC also issued $1.8 billion aggregate principal amount of 6.750% senior unsecured notes due 2032.

Concurrently, the Revolving Loan Facility was increased from $1.2 billion to $1.7 billion with the maturity date extended to 2030.

Additionally, in April 2025, the Company completed April Equity Offerings of 3,358,098 ordinary shares to the Holders at a price of $19.06 per share.

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

In June 2025, NCLC amended the Seventh ARCA to increase the aggregate amount of the lenders’ commitments under the Revolving Loan Facility from $1.7 billion to approximately $2.5 billion.

In September 2025, NCLC issued approximately $1.4 billion of 2030 0.750% Exchangeable Notes, $1.2 billion of 2031 Notes, and $850.0 million of 2033 Notes.

Additionally, in September 2025, the Company completed the September Equity Offering with certain institutional investors of 3,313,868 ordinary shares at a price of $24.53 per share.

The net proceeds from these transactions, together with cash on hand, were used to (i) complete the Repurchases of a portion of the 2027 1.125% Exchangeable Notes and 2027 2.50% Exchangeable Notes, (ii) complete the Tender Offer or redeem all of the 2026 Notes, 2027 Notes and 2029 Notes and (iii) pay related accrued and unpaid interest, transaction premiums, fees and expenses.

The collateral of the Revolving Loan Facility was also modified.

See Note 7 – “Long-Term Debt” for further details about the above financing transactions.

Based on our liquidity estimates and our current resources, we have concluded we have sufficient liquidity to satisfy our obligations for at least the next 12 months.

There can be no assurance that the accuracy of the assumptions used to estimate our liquidity requirements will be correct, and our ability to be predictive is uncertain due to the dynamic nature of the current operating environment, including any current macroeconomic events and conditions such as inflation, tariff increases and trade wars, rising fuel prices and higher interest rates.

Within the next twelve months, we may optimize our liquidity or pursue other refinancings in order to reduce interest expense and/or extend debt maturities.

Within the next 12 months, we may optimize our liquidity or pursue other refinancings in order to reduce interest expense and/or extend debt maturities.

We expect to repay each of the remaining 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes in cash or refinance prior to maturity.

There is no assurance that cash flows from operations and additional financings will be available in the future to fund our future obligations.

2 unchanged sentences

Risk Factors” in our Annual Report on Form 10-K for further details regarding risks and uncertainties that may cause our results to differ from our expectations.

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 the covenants.

6 unchanged sentences

However, there is no guarantee that debt or equity financings will be available in the future to fund our obligations or that they will be available on terms consistent with our expectations.

As of September 30, 2025, we had advance ticket sales of $3.3 billion, including the long-term portion.

We also have agreements with our credit card processors that, as of September 30, 2025, governed approximately $2.9 billion in advance ticket sales that had 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.

Sources and Uses of Cash

In this section, references to “2025” refer to the nine months ended September 30, 2025 and references to “2024” refer to the nine months ended September 30, 2024.

Net cash provided by operating activities was $1.6 billion in 2025 and $1.7 billion in 2024.

The net cash provided by operating activities included net income and timing differences in cash receipts and payments relating to operating assets and liabilities.

In this section, references to “2026” refer to the three months ended March 31, 2026 and references to “2025” refer to the three months ended March 31, 2025.

Net cash provided by operating activities was $811.5 million in 2026 and $679.2 million in 2025.

The net cash provided by operating activities included net income or losses and timing differences in cash receipts and payments relating to operating assets and liabilities.

Advance ticket sales increased by $537.4 million in 2026 and by $665.9 million in 2025.

Net cash used in investing activities was $2.8 billion in 2025 and $985.7 million in 2024.

The net cash used in investing activities was primarily related to the delivery of Norwegian Aqua and Oceania Allura in 2025.

The net cash used in investing activities was primarily related to newbuild payments and ship improvements in 2024.

Net cash provided by financing activities was $1.2 billion in 2025 primarily due to newbuild loans related to the delivery of Norwegian Aqua and Oceania Allura, net receipts from our Revolving Loan Facility and the impact of various note refinancings.

Net cash used in financing activities was $734.8 million in 2024 primarily due to repayments of newbuild loans, our 9.75% senior secured notes due 2028 and a portion of the 3.625% senior unsecured notes due 2024 partially offset by the proceeds from newbuild loan facilities and the 6.250% senior unsecured notes due 2030.

Net cash used in investing activities was $1.4 billion in 2026 and $1.5 billion in 2025.

The net cash used in investing activities was primarily related to the delivery of Norwegian Luna in 2026.

The net cash used in investing activities was primarily related to the delivery of Norwegian Aqua in 2025.

Net cash provided by financing activities was $603.5 million in 2026 primarily due to newbuild loans related to the delivery of Norwegian Luna, partially offset by scheduled repayments of newbuild loans.

Net cash provided by financing activities was $846.6 million in 2025 primarily due to newbuild loans related to the delivery of Norwegian Aqua .

Future Capital Commitments

Future capital commitments consist of contracted commitments, including ship construction contracts.

Anticipated expenditures related to ship construction contracts and growth, which includes private island developments and enhancements and other strategic growth initiatives, were $0.4 billion for the remainder of 2025 and $2.7 billion for the years ending December 31, 2026 and 2027.

The Company has export credit financing in place for the anticipated expenditures related to ship construction contracts of $49.5 million for the remainder of 2025 and $1.6 billion and $2.0 billion for the years ending December 31, 2026 and 2027, respectively.

Anticipated expenditures related to ship construction contracts and growth, which includes private island developments and enhancements and other strategic growth initiatives, were $1.6 billion for the remainder of 2026 and $2.9 billion and $1.8 billion for the years ending December 31, 2027 and 2028, respectively.

The Company has export credit financing in place for the anticipated expenditures related to ship construction contracts of $0.7 billion for the remainder of 2026 and $2.0 billion and $1.3 billion for the years ending December 31, 2027 and 2028, respectively.

Anticipated other non-newbuild capital expenditures for the remainder of 2026 are approximately $0.4 billion.

1 unchanged sentence

The following chart discloses details about our newbuild program.

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 the delivery dates of certain expected ship deliveries.

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.

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

1 unchanged sentence

Gross Tons (1)

Norwegian Cruise Line

Norwegian Luna

Contract effective / financed (3)

Regent Seven Seas Cruises

4 unchanged sentences

Next Gen "Methanol-Ready (2) " Prima Class 5

Norwegian Aura

Contract effective / financed (3)

Oceania Cruises

Sonata Class 1

Oceania Sonata

4 unchanged sentences

Oceania Cruises

Sonata Class 2

Oceania Arietta

6 unchanged sentences

Oceania Cruises

Sonata Class 3

Contract effective, but not yet financed

1 unchanged sentence

Contract effective / financed (3)

Regent Seven Seas Cruises

Prestige Class 3

Contract will be effective upon financing

Norwegian Cruise Line

1 unchanged sentence

Oceania Cruises

Sonata Class 4

Contract effective, but not yet financed

1 unchanged sentence

Contract effective / financing is being negotiated

Regent Seven Seas Cruises

Prestige Class 4

Contract will be effective upon financing

Oceania Cruises

Sonata Class 5

Contract will be effective upon financing

Norwegian Cruise Line

Contract will be effective upon financing

(1) Berths and gross tons are preliminary and subject to change as we approach delivery.

2 unchanged sentences

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

The combined contract prices, including amendments and change orders, of the 13 ships on order for delivery was approximately €18.4 billion, or $21.6 billion based on the euro/U.S.

dollar exchange rate as of September 30, 2025.

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

dollar exchange rate as of March 31, 2026.

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.

Capitalized interest for the three months ended September 30, 2025 and 2024 was $21.6 million and $17.2 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $65.5 million and $40.5 million, respectively, primarily associated with the construction of our newbuild ships.

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.

Capitalized interest for the three months ended March 31, 2026 and 2025 was $23.9 million and $22.5 million, respectively, primarily associated with the construction of our newbuild ships.

Material Cash Requirements

As of September 30, 2025, our material cash requirements for debt and ship construction were as follows (in thousands):

As of March 31, 2026, our material cash requirements for debt and ship construction were as follows (in thousands):

Long-term debt (1)

Ship construction contracts (2)

(1) Includes principal as well as estimated interest payments with Term SOFR held constant as of September 30, 2025.

(1) Includes principal as well as estimated interest payments with Term Secured Oversight Financing Rate (“SOFR”) held constant as of March 31, 2026.

Includes exchangeable notes, portions of which can be settled in NCLH ordinary shares.

Excludes the impact of any future possible refinancings and undrawn export-credit backed facilities.

(2) Ship construction contracts are for our newbuild ships based on the euro/U.S.

dollar exchange rate as of September 30, 2025.

We currently have committed undrawn export-credit backed facilities of approximately $12.3 billion which funds approximately 80% of our ship construction contracts, with the exception of 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.

(2) Ship construction contracts are for our 12 non-cancelable newbuild ships based on the euro/U.S.

dollar exchange rate as of March 31, 2026.

As of March 31, 2026, we have committed undrawn export-credit backed facilities of approximately $11.0 billion, which funds approximately 80% of our ship construction contracts, with the exception of 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.

Funding Sources

Certain of our debt agreements contain covenants that, among other things, require us to maintain a minimum level of liquidity, as well as limit our net funded debt-to-capital ratio and maintain certain other ratios.

The net book value of our ships pledged as collateral for certain of our debt is approximately $14 billion.

We believe we were in compliance with our covenants as of September 30, 2025.

Approximately $15 billion of the net book value of our assets were pledged as collateral for certain of our debt as of March 31, 2026.

We believe we were in compliance with our covenants as of March 31, 2026.

In addition, our existing debt agreements restrict, and any of our future debt arrangements may restrict, among other things, the ability of our subsidiaries, including NCLC, to make distributions and/or pay dividends to NCLH and NCLH’s ability to pay cash dividends to its shareholders.

6 unchanged sentences

We refer you to “—Liquidity and Capital Resources—General” for information regarding collateral that may be provided to our credit card processors.

As a routine part of our business, depending on market conditions, exchange rates, pricing and our strategy for growth, we regularly consider opportunities to enter into contracts for the building of additional ships, acquisitions and strategic alliances.

If any of these transactions were to occur, they may be financed through the incurrence of additional permitted indebtedness, through cash flows from operations, or through the issuance of debt, equity or equity-related securities.

Additionally, we consider opportunities for the sale of ships and long-term charters with purchase options.

For example, the Company recently executed long-term charter agreements, each inclusive of purchase options, for Norwegian Sky beginning in 2026 and Norwegian Sun beginning in 2027.

We are currently contemplating additional long-term charters with a purchase option for a nominal value at the end of the lease period.

Additionally, we similarly consider opportunities for the sale of ships and long-term charters with purchase options.

For example, the Company executed long-term charter agreements, each inclusive of purchase options, for Norwegian Sky beginning in 2026 and Norwegian Sun and Seven Seas Navigator beginning in 2027.

We are currently contemplating additional long-term charters and ship sales.

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

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 2. Management’s Discussion and Analysis