Norwegian Cruise Line Holdings Ltd. 10-Q

Item 1. Financial Statements Norwegian Cruise Line Holdings Ltd. Consolidated Statements of Operations (Unaudited) (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Revenue ​ ​ ​ ​ Passenger ticket ​ $ 1,542,321 ​ $ 1,418,684 Onboard and other ​ 788,900 ​ 708,869 Total revenue ​ 2,331,221 ​ 2,127,553 Cruise operating expense ​ ​ ​ ​ Commissions, transportation and other ​ 397,605 ​ 395,343 Onboard and other ​ 151,868 ​ 138,858 Payroll and related ​ 380,216 ​ 334,504 Fuel ​ 168,926 ​ 175,014 Food ​ 80,682 ​ 75,588 Other ​ 198,584 ​ 184,631 Total cruise operating expense ​ 1,377,881 ​ 1,303,938 Other operating expense ​ ​ ​ ​ Marketing, general and administrative ​ 459,681 ​ 391,376 Depreciation and amortization ​ 260,716 ​ 231,297 Total other operating expense ​ 720,397 ​ 622,673 Operating income ​ 232,943 ​ 200,942 Non-operating income (expense) ​ ​ ​ ​ Interest expense, net ​ ( 165,987 ) ​ ( 217,872 ) Other income (expense), net ​ 40,703 ​ ( 24,505 ) Total non-operating income (expense) ​ ( 125,284 ) ​ ( 242,377 ) Net income (loss) before income taxes ​ 107,659 ​ ( 41,435 ) Income tax benefit (expense) ​ ( 2,993 ) ​ 1,140 Net income (loss) ​ $ 104,666 ​ $ ( 40,295 ) Weighted-average shares outstanding ​ ​ ​ ​ Basic ​ 456,654,579 ​ 441,147,186 Diluted ​ 466,145,101 ​ 441,147,186 Earnings (loss) per share ​ ​ ​ ​ Basic ​ $ 0.23 ​ $ ( 0.09 ) Diluted ​ $ 0.23 ​ $ ( 0.09 ) ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 3 Table of Contents Norwegian Cruise Line Holdings Ltd. Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Net income (loss) ​ $ 104,666 ​ $ ( 40,295 ) Other comprehensive income: ​ ​ ​ ​ Shipboard Retirement Plan ​ 43 ​ 16 Cash flow hedges: ​ ​ ​ ​ Net unrealized gain ​ 125,139 ​ 30,825 Amount realized and reclassified into earnings ​ ( 1,589 ) ​ 4,073 Total other comprehensive income ​ 123,593 ​ 34,914 Total comprehensive income (loss) ​ $ 228,259 ​ $ ( 5,381 ) ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 4 Table of Contents Norwegian Cruise Line Holdings Ltd. Consolidated Balance Sheets (Unaudited) (in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Assets ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 185,047 ​ $ 209,893 Accounts receivable, net ​ 277,100 ​ 291,659 Inventories ​ 162,718 ​ 138,181 Prepaid expenses and other assets ​ 682,959 ​ 498,808 Total current assets ​ 1,307,824 ​ 1,138,541 Property and equipment, net ​ 20,189,081 ​ 19,068,807 Goodwill ​ 135,764 ​ 135,764 Trade names ​ 500,525 ​ 500,525 Other long-term assets ​ 1,661,659 ​ 1,697,764 Total assets ​ $ 23,794,853 ​ $ 22,541,401 Liabilities and shareholders’ equity ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Current portion of long-term debt ​ $ 1,175,479 ​ $ 875,899 Accounts payable ​ 184,672 ​ 169,655 Accrued expenses and other liabilities ​ 1,138,335 ​ 1,206,430 Advance ticket sales ​ 3,718,873 ​ 3,200,593 Total current liabilities ​ 6,217,359 ​ 5,452,577 Long-term debt ​ 13,979,393 ​ 13,730,277 Other long-term liabilities ​ 1,166,655 ​ 1,148,659 Total liabilities ​ 21,363,407 ​ 20,331,513 Commitments and contingencies (Note 10) ​ ​ ​ ​ Shareholders’ equity: ​ ​ ​ ​ Ordinary shares, $ 0.001 par value; 980,000,000 shares authorized; 459,099,810 shares issued and outstanding at March 31, 2026 and 455,257,489 shares issued and outstanding at December 31, 2025 ​ 459 ​ 455 Additional paid-in capital ​ 8,220,727 ​ 8,227,432 Accumulated other comprehensive income (loss) ​ ( 327,772 ) ​ ( 451,365 ) Accumulated deficit ​ ( 5,461,968 ) ​ ( 5,566,634 ) Total shareholders’ equity ​ 2,431,446 ​ 2,209,888 Total liabilities and shareholders’ equity ​ $ 23,794,853 ​ $ 22,541,401 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 5 Table of Contents Norwegian Cruise Line Holdings Ltd. Consolidated Statements of Cash Flows (Unaudited) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Cash flows from operating activities ​ ​ ​ ​ Net income (loss) ​ $ 104,666 ​ $ ( 40,295 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ ​ ​ Depreciation and amortization expense ​ ​ 281,388 ​ 250,535 Loss on extinguishment of debt ​ — ​ 49,529 Share-based compensation expense ​ 23,365 ​ 20,281 Net foreign currency adjustments on euro-denominated debt ​ ( 37,638 ) ​ 16,013 Other, net ​ ​ 1,813 ​ ​ 1,344 Changes in operating assets and liabilities: ​ ​ ​ ​ Accounts receivable, net ​ 13,690 ​ ( 50,220 ) Inventories ​ ( 27,654 ) ​ ( 6,135 ) Prepaid expenses and other assets ​ ( 87,953 ) ​ ( 75,976 ) Accounts payable ​ 33,595 ​ 10,700 Accrued expenses and other liabilities ​ ( 31,185 ) ​ ( 162,488 ) Advance ticket sales ​ 537,364 ​ 665,933 Net cash provided by operating activities ​ 811,451 ​ 679,221 Cash flows from investing activities ​ ​ ​ ​ Additions to property and equipment, net ​ ( 1,436,667 ) ​ ( 1,525,220 ) Other, net ​ ​ ( 3,156 ) ​ ​ ( 7,022 ) Net cash used in investing activities ​ ( 1,439,823 ) ​ ( 1,532,242 ) Cash flows from financing activities ​ ​ ​ ​ Repayments of long-term debt ​ ( 608,410 ) ​ ( 2,723,237 ) Proceeds from long-term debt ​ 1,260,848 ​ 3,679,114 Net share settlement of restricted share units ​ ( 30,055 ) ​ ( 23,805 ) Early redemption premium ​ — ​ ( 38,379 ) Deferred financing fees and other ​ ( 18,857 ) ​ ( 47,078 ) Net cash provided by financing activities ​ 603,526 ​ 846,615 Net decrease in cash and cash equivalents ​ ( 24,846 ) ​ ( 6,406 ) Cash and cash equivalents at beginning of period ​ 209,893 ​ 190,765 Cash and cash equivalents at end of period ​ $ 185,047 ​ $ 184,359 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 6 Table of Contents Norwegian Cruise Line Holdings Ltd. Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ Total ​ ​ Ordinary ​ Paid-in ​ Comprehensive ​ Accumulated ​ Shareholders’ ​ ​ ​ ​ Shares ​ ​ ​ Capital ​ ​ ​ Income (Loss) ​ ​ ​ Deficit ​ ​ ​ Equity Balance, December 31, 2025 $ 455 ​ $ 8,227,432 ​ $ ( 451,365 ) ​ $ ( 5,566,634 ) ​ $ 2,209,888 Share-based compensation ​ — ​ 23,365 ​ — ​ — ​ 23,365 Issuance of shares under employee-related plans ​ 4 ​ ( 4 ) ​ — ​ — ​ — Net share settlement of restricted share units ​ — ​ ( 30,055 ) ​ — ​ — ​ ( 30,055 ) Other ​ ​ — ​ ​ ( 11 ) ​ ​ — ​ ​ — ​ ​ ( 11 ) Other comprehensive income, net ​ — ​ — ​ 123,593 ​ — ​ 123,593 Net income ​ — ​ — ​ — ​ 104,666 ​ 104,666 Balance, March 31, 2026 ​ $ 459 ​ $ 8,220,727 ​ $ ( 327,772 ) ​ $ ( 5,461,968 ) ​ $ 2,431,446 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ Total ​ ​ Ordinary ​ Paid-in ​ Comprehensive ​ Accumulated ​ Shareholders’ ​ ​ ​ ​ Shares ​ ​ ​ Capital ​ ​ ​ Income (Loss) ​ ​ ​ Deficit ​ ​ ​ Equity Balance, December 31, 2024 $ 440 ​ $ 7,921,918 ​ $ ( 507,039 ) ​ $ ( 5,989,880 ) ​ $ 1,425,439 Share-based compensation ​ — ​ 20,281 ​ — ​ — ​ 20,281 Issuance of shares under employee-related plans ​ 3 ​ ( 3 ) ​ — ​ — ​ — Net share settlement of restricted share units ​ — ​ ( 23,805 ) ​ — ​ — ​ ( 23,805 ) Other comprehensive income, net ​ ​ — ​ — ​ 34,914 ​ — ​ 34,914 Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 40,295 ) ​ ​ ( 40,295 ) Balance, March 31, 2025 ​ $ 443 ​ $ 7,918,391 ​ $ ( 472,125 ) ​ $ ( 6,030,175 ) ​ $ 1,416,534 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ ​ 7 Table of Contents Norwegian Cruise Line Holdings Ltd. Notes to Consolidated Financial Statements (Unaudited) Unless otherwise indicated or the context otherwise requires, references in this report to (i) the “Company,” “we,” “our” and “us” refer to NCLH (as defined below) and its subsidiaries, (ii) “NCLC” refers to NCL Corporation Ltd., (iii) “NCLH” refers to Norwegian Cruise Line Holdings Ltd., (iv) “Norwegian Cruise Line” or “Norwegian” refers to the Norwegian Cruise Line brand and its predecessors, (v) “Oceania Cruises” refers to the Oceania Cruises brand and (vi) “Regent” refers to the Regent Seven Seas Cruises brand. References to the “U.S.” are to the United States of America, “dollar(s)” or “$” are to U.S. dollars and “euro(s)” or “€” are to the official currency of the Eurozone. We refer you to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Terminology” for the capitalized terms used and not otherwise defined throughout these notes to our consolidated financial statements. 1. Description of Business and Organization We are a leading global cruise company, which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. 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 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: 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. ​ ​ 2. Summary of Significant Accounting Policies Liquidity 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. We will continue to pursue various opportunities to optimize our liquidity, refinance future debt maturities to reduce interest expense and/or extend the maturity dates associated with our existing indebtedness. If needed, we will obtain relevant financial covenant amendments or waivers. Basis of Presentation The accompanying consolidated financial statements are unaudited and, in our opinion, contain all normal recurring adjustments necessary for a fair statement of the results for the periods presented. Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire fiscal year. 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, 2025, which are included in our most recent Annual Report on Form 10-K filed with the SEC on March 2, 2026. 8 Table of Contents Earnings Per Share Basic earnings per share is computed by dividing net income by the basic weighted-average number of shares outstanding during each period. Diluted earnings per share is computed by dividing net income and assumed conversion of exchangeable notes by diluted weighted-average shares outstanding. A reconciliation between basic and diluted earnings per share was as follows (in thousands, except share and per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Net income (loss) ​ $ 104,666 ​ $ ( 40,295 ) Effect of dilutive securities - exchangeable notes ​ ​ 771 ​ ​ — Net income (loss) and assumed conversion of exchangeable notes - Diluted EPS ​ $ 105,437 ​ $ ( 40,295 ) Basic weighted-average shares outstanding ​ 456,654,579 ​ 441,147,186 Dilutive effect of share awards ​ 3,789,904 ​ — Dilutive effect of exchangeable notes ​ ​ 5,700,618 ​ ​ — Diluted weighted-average shares outstanding ​ 466,145,101 ​ 441,147,186 Basic EPS ​ $ 0.23 ​ $ ( 0.09 ) Diluted EPS ​ $ 0.23 ​ $ ( 0.09 ) ​ Each exchangeable note (see Note 7 – “Long-Term Debt”) is individually evaluated for its dilutive or anti-dilutive impact on EPS as determined under the if-converted method. Only the interest expense and weighted average shares for exchangeable notes that are dilutive are included in the effect of dilutive securities. 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 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 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. ​ 9 Table of Contents Segment Reporting The below table includes our calculation of adjusted operating income, our significant segment expenses therein, and a reconciliation of adjusted operating income to net income (loss) before income taxes (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Total revenue ​ $ 2,331,221 ​ $ 2,127,553 Cruise operating expense ​ ​ ​ ​ ​ ​ Commissions, transportation and other ​ ​ 397,605 ​ ​ 395,343 Onboard and other ​ ​ 151,868 ​ ​ 138,858 Adjusted payroll and related (1) ​ ​ 374,379 ​ ​ 329,127 Fuel ​ ​ 168,926 ​ ​ 175,014 Food ​ ​ 80,682 ​ ​ 75,588 Other ​ ​ 198,584 ​ ​ 184,631 Adjusted total cruise operating expense ​ ​ 1,372,044 ​ ​ 1,298,561 Other operating expense ​ ​ ​ ​ ​ ​ Adjusted marketing, general and administrative (2) ​ ​ 426,280 ​ ​ 375,919 Depreciation and amortization ​ ​ 260,716 ​ ​ 231,297 Adjusted total other operating expense ​ ​ 686,996 ​ ​ 607,216 Adjusted operating income ​ $ 272,181 ​ $ 221,776 ​ ​ ​ ​ ​ ​ ​ Adjusted operating income ​ $ 272,181 ​ $ 221,776 Non-cash compensation, severance and professional advisory fees (3) ​ ​ ( 39,238 ) ​ ​ ( 20,834 ) Interest expense, net ​ ​ ( 165,987 ) ​ ​ ( 217,872 ) Other income (expense), net ​ ​ 40,703 ​ ​ ( 24,505 ) Net income (loss) before income taxes ​ $ 107,659 ​ $ ( 41,435 ) (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 ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Service cost ​ $ 614 ​ $ 553 ​ (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 ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Professional advisory fees ​ $ 5,067 ​ $ — Severance payments and other fees ​ ​ 10,192 ​ ​ — ​ (3) Includes, in aggregate, the adjustments noted above. ​ ​ ​ 10 Table of Contents Foreign Currency The majority of our transactions are settled in U.S. dollars. We remeasure assets and liabilities denominated in foreign currencies at exchange rates in effect at the balance sheet date. The resulting gains or losses are recognized in our consolidated statements of operations within other income (expense), net. 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. Depreciation and Amortization Expense The amortization of deferred financing fees is included in depreciation and amortization expense in the consolidated statements of cash flows; however, for purposes of the consolidated statements of operations they are included in interest expense, net. Recently Issued Accounting Guidance 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): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain costs and expenses, including employee compensation, and requires other improvements to disclosures. The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The update may be applied on a prospective or retrospective basis. We are evaluating the impact of ASU 2024-03 on our notes to the consolidated financial statements. ​ In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes the prescriptive software development stages and replaces them with a probable-to-complete recognition threshold. These changes also apply to website development costs. The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The update may be applied using a prospective, modified or retrospective transition approach. We will evaluate the impact of ASU 2025-06 on our consolidated financial statements. In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements (“ASU 2025-09”), which updates the guidance to more closely align hedge accounting with the economics of an entity’s risk management activities. Among other things, ASU 2025-09 expands the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge by allowing similar risks instead of shared risks and expands hedge accounting for forecasted purchases of nonfinancial assets (for example, fuel) by permitting hedge accounting for eligible components of forecasted transactions and subcomponents of explicitly referenced components in an agreement’s pricing formula. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The update shall be applied on a prospective basis; however, upon adoption, entities are permitted to modify certain critical terms of certain existing hedging relationships without dedesignating the hedge. We are evaluating the impact of ASU 2025-09 on our consolidated financial statements. 11 Table of Contents 3. Revenue Recognition Disaggregation of Revenue Revenue and cash flows are affected by economic factors in various geographical regions. Revenues by destination were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 North America ​ $ 1,766,251 ​ $ 1,446,728 Europe ​ 31,941 ​ 73,250 Asia-Pacific ​ 366,737 ​ 405,789 Other ​ ​ 166,292 ​ ​ 201,786 Total revenue ​ $ 2,331,221 ​ $ 2,127,553 ​ North America includes the U.S., the Caribbean, Canada and Mexico. Europe includes the Baltic region, Canary Islands and Mediterranean. Asia-Pacific includes Australia, New Zealand and Asia. Other includes all other international territories. Geographic Concentration Although we sell cruises on an international basis, our passenger ticket revenue is primarily attributed to U.S.-sourced guests who make reservations through the U.S. Our revenue attributable to U.S.-sourced guests has approximated 84 % of total revenue over the preceding three fiscal years. No other individual country’s revenues exceed 10% in any given period. Contract Balances Receivables from customers are included within accounts receivable, net. 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 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 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. ​ ​ ​ 4. Leases Operating Leases - Lessee ​ Operating lease balances were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet location ​ ​ ​ March 31, 2026 December 31, 2025 Operating leases ​ ​ ​ ​ ​ ​ Right-of-use assets Other long-term assets ​ $ 1,087,506 ​ $ 1,089,709 Current operating lease liabilities Accrued expenses and other liabilities ​ ​ 33,284 ​ ​ 32,064 Non-current operating lease liabilities Other long-term liabilities ​ ​ 894,497 ​ ​ 897,899 ​ ​ 12 Table of Contents Operating Leases - Lessor 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. ​ 5. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) for the three months ended March 31, 2026 was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change ​ ​ ​ Accumulated ​ Change ​ Related to ​ ​ ​ Other ​ Related to ​ Shipboard ​ ​ ​ Comprehensive ​ Cash Flow ​ Retirement ​ ​ ​ ​ ​ Income (Loss) ​ ​ ​ Hedges ​ Plan ​ Accumulated other comprehensive income (loss) at beginning of period ​ $ ( 451,365 ) ​ $ ( 457,603 ) ​ $ 6,238 ​ Current period other comprehensive income before reclassifications ​ 125,139 ​ 125,139 ​ — ​ Amounts reclassified into earnings ​ ( 1,546 ) ​ ( 1,589 ) (1) 43 (2) Accumulated other comprehensive income (loss) at end of period ​ $ ( 327,772 ) ​ $ ( 334,053 ) (3) $ 6,281 ​ ​ Accumulated other comprehensive income (loss) for the three months ended March 31, 2025 was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change ​ ​ Accumulated ​ Change ​ Related to ​ ​ ​ Other ​ Related to ​ Shipboard ​ ​ ​ Comprehensive ​ Cash Flow ​ Retirement ​ ​ ​ ​ ​ Income (Loss) ​ ​ ​ Hedges ​ Plan ​ Accumulated other comprehensive income (loss) at beginning of period $ ( 507,039 ) ​ $ ( 514,243 ) ​ $ 7,204 Current period other comprehensive income before reclassifications 30,825 30,825 ​ — Amounts reclassified into earnings 4,089 4,073 (1) 16 (2) Accumulated other comprehensive income (loss) at end of period $ ( 472,125 ) $ ( 479,345 ) ​ $ 7,220 (1) We refer you to Note 8 – “Fair Value Measurements and Derivatives” for the affected line items in the consolidated statements of operations. (2) Amortization of prior-service cost and actuarial loss reclassified to other income (expense), net. (3) Includes $ 86.9 million of gains expected to be reclassified into earnings in the next 12 months. ​ 13 Table of Contents 6. Property and Equipment, Net Property and equipment, net increased $ 1.1 billion for the three months ended March 31, 2026 primarily due to the delivery of Norwegian Luna. 7. Long-Term Debt In March 2026, we took delivery of Norwegian Luna. We had export credit financing in place for 80 % of the contract price. The associated € 1.0 billion term loan bears interest at a fixed rate of 1.91 % per annum with a maturity date of February 25, 2038. Principal and interest payments are payable semiannually. Exchangeable Notes The following is a summary of NCLC’s exchangeable notes as of March 31, 2026 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unamortized ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal ​ Deferred ​ Net Carrying ​ Fair Value ​ ​ ​ ​ Amount ​ ​ ​ Financing Fees ​ ​ ​ Amount ​ ​ ​ Amount ​ ​ ​ Leveling 2027 1.125% Exchangeable Notes (1) ​ $ 192,037 ​ $ ( 866 ) ​ $ 191,171 ​ $ 186,654 ​ Level 2 2027 2.5% Exchangeable Notes (1) ​ ​ 24,138 ​ ​ ( 119 ) ​ ​ 24,019 ​ ​ 23,718 ​ Level 2 2030 0.875% Exchangeable Notes ​ ​ 353,876 ​ ​ ( 2,680 ) ​ ​ 351,196 ​ ​ 350,458 ​ Level 2 2030 0.750% Exchangeable Notes ​ ​ 1,407,000 ​ ​ ( 24,044 ) ​ ​ 1,382,956 ​ ​ 1,248,783 ​ Level 2 (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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unamortized ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal ​ Deferred ​ Net Carrying ​ Fair Value ​ ​ ​ ​ Amount ​ ​ ​ Financing Fees ​ ​ ​ Amount ​ ​ ​ Amount ​ ​ ​ Leveling 2027 1.125% Exchangeable Notes ​ $ 192,037 ​ $ ( 1,097 ) ​ $ 190,940 ​ $ 190,988 ​ Level 2 2027 2.5% Exchangeable Notes ​ ​ 24,138 ​ ​ ( 149 ) ​ ​ 23,989 ​ ​ 24,285 ​ Level 2 2030 0.875% Exchangeable Notes ​ ​ 353,876 ​ ​ ( 2,829 ) ​ ​ 351,047 ​ ​ 387,692 ​ Level 2 2030 0.750% Exchangeable Notes ​ ​ 1,407,000 ​ ​ ( 25,139 ) ​ ​ 1,381,861 ​ ​ 1,354,111 ​ Level 2 ​ The following provides a summary of the interest expense of NCLC’s exchangeable notes (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ 2026 ​ ​ ​ 2025 Coupon interest ​ $ 4,045 ​ $ 12,238 Amortization of deferred financing fees ​ ​ 1,703 ​ ​ 2,481 Total ​ $ 5,748 ​ $ 14,719 ​ 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. ​ ​ 14 Table of Contents 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 March 31, 2026 (in thousands): ​ ​ ​ ​ ​ Year ​ ​ ​ Amount Remainder of 2026 ​ $ 718,364 2027 ​ 1,108,536 2028 ​ 1,343,762 2029 ​ 1,367,656 2030 ​ 3,822,427 2031 ​ ​ 1,868,199 Thereafter ​ 5,380,563 Total ​ $ 15,609,507 ​ 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. However, no assurances can be made that such amendments or waivers would be approved by our lenders. Generally, if an event of default under any debt agreement occurs, then pursuant to cross default and/or cross acceleration clauses, substantially all of our outstanding debt and derivative contract payables could become due, and all debt and derivative contracts could be terminated, which would have a material adverse impact on our operations and liquidity. 8. Fair Value Measurements and Derivatives Fair value is defined as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability). Derivatives are generally recorded at fair value. Contracts that are designated as normal purchases and normal sales are not recorded at fair value. The normal purchases and normal sales exception requires, among other things, physical delivery in quantities expected to be used or sold over a reasonable period in the normal course of business. All of our allowance purchase agreements related to the European Union’s Emissions Trading System meet the criteria specified for this exception. Fair Value Hierarchy The following hierarchy for inputs used in measuring fair value should maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most observable inputs be used when available: Level 1 Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement dates. Level 2 Significant other observable inputs that are used by market participants in pricing the asset or liability based on market data obtained from independent sources. Level 3 Significant unobservable inputs we believe market participants would use in pricing the asset or liability based on the best information available. Derivatives We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We attempt to minimize these risks through a combination of our normal operating and financing activities and through the use of derivatives. We assess whether derivatives used in hedging transactions are “highly effective” in offsetting 15 Table of Contents changes in the cash flow of our hedged forecasted transactions. We use qualitative assessments or regression analysis for hedge relationships, and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings. There are no amounts excluded from the assessment of hedge effectiveness, except when the hedged item is a contractually specified component, and there are no credit-risk-related contingent features in our derivative agreements. We monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. Credit risk, including but not limited to counterparty non-performance under derivatives, is not considered significant as we primarily conduct business with large, well-established financial institutions with which we have established relationships, and which have credit risks acceptable to us, or the credit risk is spread out among many creditors. We do not anticipate non-performance by any of our significant counterparties. 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 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 March 31, 2026. ​ 16 Table of Contents The derivatives measured at fair value and the respective location in the consolidated balance sheets include the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ Liabilities ​ ​ ​ ​ March 31, ​ December 31, ​ March 31, ​ December 31, ​ ​ ​ ​ Balance Sheet Location ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Derivative Contracts Designated as Hedging Instruments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fuel contracts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prepaid expenses and other assets ​ $ 100,943 ​ $ — ​ $ — ​ $ — ​ ​ Other long-term assets ​ ​ 24,129 ​ ​ — ​ ​ — ​ ​ — ​ ​ Accrued expenses and other liabilities ​ ​ — ​ ​ 116 ​ ​ — ​ ​ 16,302 ​ ​ Other long-term liabilities ​ — ​ — ​ — ​ 7,829 Foreign currency contracts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prepaid expenses and other assets ​ 19,087 ​ 33,307 ​ — ​ — ​ ​ Other long-term assets ​ 2,562 ​ — ​ 601 ​ — ​ ​ Accrued expenses and other liabilities ​ — ​ — ​ 18,837 ​ 2,434 ​ ​ Other long-term liabilities ​ — ​ — ​ 5,348 ​ — Total derivatives designated as hedging instruments ​ $ 146,721 ​ $ 33,423 ​ $ 24,786 ​ $ 26,565 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Contracts Not Designated as Hedging Instruments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fuel contracts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prepaid expenses and other assets ​ $ 4,410 ​ $ — ​ $ — ​ $ — ​ ​ Other long-term assets ​ ​ 112 ​ ​ — ​ ​ — ​ ​ — ​ ​ Accrued expenses and other liabilities ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,024 ​ ​ Other long-term liabilities ​ ​ — ​ — ​ — ​ 114 Foreign currency contracts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued expenses and other liabilities ​ ​ — ​ ​ — ​ ​ 4,127 ​ ​ 594 Total derivatives not designated as hedging instruments ​ $ 4,522 ​ $ — ​ $ 4,127 ​ $ 1,732 Total derivatives ​ ​ ​ $ 151,243 ​ $ 33,423 ​ $ 28,913 ​ $ 28,297 ​ The fair values of swap and forward contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The Company determines the value of options and collars utilizing an option pricing model based on inputs that are either readily available in public markets or can be derived from information available in publicly quoted markets. The option pricing model used by the Company is an industry standard model for valuing options and is used by the broker/dealer community. The inputs to this option pricing model are the option strike price, underlying price, risk-free rate of interest, time to expiration, and volatility. The fair value of option contracts considers both the intrinsic value and any remaining time value associated with those derivatives that have not yet settled. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values. Our derivatives and financial instruments were categorized as Level 2 in the fair value hierarchy, and we had no derivatives or financial instruments categorized as Level 1 or Level 3. Our derivative contracts include rights of offset with our counterparties. We have elected to net certain assets and liabilities within counterparties when the rights of offset exist. We are not required to post cash collateral related to our derivative instruments. ​ 17 Table of Contents The gross and net amounts recognized within assets and liabilities include the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ Gross ​ Amounts ​ Total Net ​ Amounts ​ ​ ​ March 31, 2026 ​ ​ ​ Amounts ​ ​ ​ Offset ​ ​ ​ Amounts ​ ​ ​ Not Offset ​ ​ ​ Net Amounts Assets ​ $ 151,243 ​ $ ( 601 ) ​ $ 150,642 ​ $ ( 150,380 ) ​ $ 262 Liabilities ​ ​ 28,312 ​ ​ — ​ ​ 28,312 ​ ​ ( 28,312 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ Gross ​ Amounts ​ Total Net ​ Amounts ​ ​ ​ December 31, 2025 ​ ​ ​ Amounts ​ ​ ​ Offset ​ ​ ​ Amounts ​ ​ ​ Not Offset ​ ​ ​ Net Amounts Assets ​ $ 33,307 ​ $ — ​ $ 33,307 ​ $ ( 33,307 ) ​ $ — Liabilities ​ ​ 28,297 ​ ​ ( 116 ) ​ ​ 28,181 ​ ​ ( 3,028 ) ​ ​ 25,153 ​ The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) include the following (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 Derivatives ​ ​ ​ Comprehensive Loss ​ ​ ​ Income (Expense) ​ ​ ​ (Loss) into Income (Expense) ​ ​ Three Months ​ Three Months ​ ​ ​ Three Months ​ Three Months ​ ​ Ended ​ Ended ​ ​ ​ Ended ​ Ended ​ ​ ​ ​ March 31, 2026 ​ ​ ​ March 31, 2025 ​ ​ ​ ​ ​ March 31, 2026 ​ ​ ​ March 31, 2025 Fuel contracts $ 162,316 ​ $ 10,672 ​ Fuel $ 5,007 ​ $ 290 Fuel contracts ​ ​ — ​ ​ — ​ Other income (expense), net ​ ​ 705 ​ ​ ( 244 ) Foreign currency contracts ( 37,177 ) ​ 20,153 ​ Depreciation and amortization ( 4,123 ) ​ ( 4,119 ) Total gain (loss) recognized in other comprehensive income (loss) $ 125,139 ​ $ 30,825 ​ ​ $ 1,589 ​ $ ( 4,073 ) ​ The effects of cash flow hedge accounting on the consolidated statements of operations include the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2026 ​ Three Months Ended March 31, 2025 ​ ​ ​ ​ ​ Depreciation ​ ​ ​ ​ ​ ​ ​ Depreciation ​ ​ ​ ​ ​ ​ ​ ​ and ​ Other Income ​ ​ ​ ​ and ​ Other Income ​ ​ ​ ​ Fuel ​ ​ ​ Amortization ​ ​ ​ ( Expense), net ​ ​ ​ Fuel ​ ​ ​ Amortization ​ ​ ​ ( 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 ​ $ 168,926 ​ $ 260,716 ​ $ 40,703 ​ $ 175,014 ​ $ 231,297 ​ $ ( 24,505 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fuel contracts ​ 5,007 ​ — ​ — ​ 290 ​ — ​ ​ — Foreign currency contracts ​ — ​ ​ ( 4,123 ) ​ — ​ — ​ ( 4,119 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ — ​ ​ — ​ ​ 705 ​ ​ — ​ ​ — ​ ​ ( 244 ) ​ ​ 18 Table of Contents Long-Term Debt 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. The fair value of our long-term revolving and term loan facilities was calculated based on estimated rates for the same or similar instruments with similar terms and remaining maturities. The fair value of our exchangeable notes considers observable risk-free rates; credit spreads of the same or similar instruments; and share prices, tenors, and historical and implied volatilities which are sourced from observable market data. The inputs are considered to be Level 2 in the fair value hierarchy. Market risk associated with our long-term variable rate debt is the potential increase in interest expense from an increase in interest rates or from an increase in share values. Other The carrying amounts reported in the consolidated balance sheets of all other financial assets and liabilities approximate fair value. ​ ​ 9. Employee Benefits and Share-Based Compensation Restricted Share Unit Awards 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 54.77 % Risk-free interest rate 3.96 % Expected term 3.77 years ​ 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. ​ 19 Table of Contents The following is a summary of restricted share unit activity for the three months ended March 31, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Weighted- ​ Number of ​ Weighted- ​ Number of ​ Weighted- ​ ​ Time-Based ​ Average Grant ​ Performance- ​ Average Grant ​ Market- ​ Average Grant ​ ​ ​ ​ Awards ​ ​ ​ Date Fair Value ​ ​ ​ Based Awards ​ ​ ​ Date Fair Value ​ ​ ​ Based Awards ​ ​ ​ Date Fair Value Non-vested as of January 1, 2026 8,537,656 ​ $ 19.95 2,521,536 ​ $ 19.97 — ​ $ — Granted 6,145,765 ​ ​ 20.08 ​ 1,304,731 (1) ​ 21.02 ​ 2,345,276 (1) ​ 24.24 Vested ( 4,483,402 ) ​ ​ 19.02 ​ ( 579,244 ) ​ ​ 18.00 — ​ ​ — Forfeited or expired ( 509,082 ) ​ ​ 20.24 ​ ( 203,920 ) ​ ​ 17.21 — ​ ​ — Non-vested as of March 31, 2026 9,690,937 ​ ​ 20.45 3,043,103 ​ ​ 20.98 2,345,276 ​ ​ 24.24 (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 ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Payroll and related expense ​ $ 5,223 ​ $ 4,824 Marketing, general and administrative expense ​ 18,142 ​ 15,457 Total share-based compensation expense ​ $ 23,365 ​ $ 20,281 ​ ​ 10. Commitments and Contingencies ​ Ship Construction Contracts 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 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. ​ ​ 20 Table of Contents As of March 31, 2026, our minimum annual payments for non-cancelable ship construction contracts were as follows (in thousands): ​ ​ ​ ​ ​ Year ​ ​ ​ Amount Remainder of 2026 ​ $ 1,206,068 2027 ​ ​ 2,470,973 2028 ​ 1,485,225 2029 ​ 1,291,444 2030 ​ 3,275,989 2031 ​ 205,453 Thereafter ​ 9,087,177 Total minimum annual payments ​ $ 19,022,329 ​ Litigation ​ Investigations ​ In March 2020, the Florida Attorney General announced an investigation related to the Company’s marketing during the COVID-19 pandemic. 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. 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 On August 27, 2019, a lawsuit was filed against Norwegian Cruise Line Holdings Ltd. in the United States District Court for the Southern District of Florida under Title III of the Cuban Liberty and Solidarity (Libertad) Act of 1996, also known as the Helms-Burton Act. The complaint, filed by Havana Docks Corporation (the “Havana Docks Matter”), alleges it holds an interest in the Havana Cruise Port Terminal, which was expropriated by the Cuban Government. The complaint further alleges that the Company “trafficked” in the property by embarking and disembarking passengers at the facility, as well as profiting from the Cuban Government’s possession of the property. The plaintiff seeks all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs. After various motions challenging the sufficiency of plaintiff’s complaint were resolved and voluminous discovery was completed, both sides filed motions for summary judgment. On March 21, 2022, the court issued an order granting plaintiff’s motion for summary judgment on the issue of liability and denying the Company’s cross-motion for summary judgment. The court scheduled a trial on determination of damages only for November 2022. The plaintiff elected to seek what the court ruled to be its baseline statutory damage amount, which was the amount of the certified claim plus interest, trebled and with attorneys’ fees. Given this, there was no fact issue to be tried, and the matter was removed from the trial calendar. On December 30, 2022, the court entered a final judgment of approximately $ 112.9 million and, on January 23, 2023, the Company filed a notice of appeal from that judgment. 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 October 22, 2024, the Eleventh Circuit reversed the trial court in the pending matter and dismissed the claim. On March 6, 2025, the plaintiff filed a Petition for Writ of Certiorari with the Supreme Court of the United States seeking to overturn the Eleventh Circuit’s dismissal of the matter. On October 3, 2025, the plaintiff’s Petition for Writ of Certiorari was granted by the Supreme Court of the United States, and oral argument took place on February 23, 2026. We believe that the likelihood of loss related to this matter is reasonably possible but not probable at this time; therefore, no liability has been recorded. Other In the normal course of our business, various other claims and lawsuits have been filed or are pending against us. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of our liability is typically limited to our deductible amount. 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 21 Table of Contents 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. However, based on our current knowledge, we do not believe that the aggregate amount or range of reasonably possible losses with respect to these matters will be material to our consolidated results of operations, financial condition or cash flows. We intend to vigorously defend our legal position on all claims and, to the extent necessary, seek recovery. Other Contingencies ​ 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. As of March 31, 2026, the Company was not required to maintain any reserve funds. ​ ​ 11. Other Income (Expense), Net 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. ​ 12. Supplemental Cash Flow Information 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. ​ ​ ​ ​ 22 Table of Contents