What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-03 compared with 2026-05-04 · 158 added, 72 removed, 471 unchanged (33% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

Passenger ticket

22 unchanged sentences

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

(in thousands)

Three Months Ended

Six Months Ended

Net income (loss)

Other comprehensive income:

Other comprehensive income (loss):

Shipboard Retirement Plan

Cash flow hedges:

Net unrealized gain

Net unrealized gain (loss)

Amount realized and reclassified into earnings

Total other comprehensive income

Total comprehensive income (loss)

Total other comprehensive income (loss)

Total comprehensive income

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

23 unchanged sentences

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

459,158,514 shares issued and outstanding at June 30, 2026 and 455,257,489 shares issued and outstanding at December 31, 2025

Additional paid-in capital

9 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities

22 unchanged sentences

( 1,212,597 )

( 3,866,296 )

Proceeds from long-term debt

Common share issuance proceeds, net

Net share settlement of restricted share units

2 unchanged sentences

Net cash provided by financing activities

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

4 unchanged sentences

(in thousands)

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Comprehensive

1 unchanged sentence

Income (Loss)

Balance, March 31, 2026

( 5,461,968 )

Share-based compensation

Net share settlement of restricted share units

Other comprehensive loss, net

Balance, June 30, 2026

( 5,239,415 )

Six Months Ended June 30, 2026

Comprehensive

Shareholders’

Income (Loss)

Balance, December 31, 2025

4 unchanged sentences

Other comprehensive income, net

Balance, June 30, 2026

( 5,239,415 )

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

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Changes in Shareholders’ Equity - Continued

(in thousands)

Three Months Ended June 30, 2025

Comprehensive

Shareholders’

Income (Loss)

Balance, March 31, 2025

( 6,030,175 )

Three Months Ended March 31, 2025

Share-based compensation

Common share issuance proceeds, net

Common share issuance for NCLC exchangeable notes

Other comprehensive income, net

Balance, June 30, 2025

( 6,000,183 )

Six Months Ended June 30, 2025

Comprehensive

5 unchanged sentences

Issuance of shares under employee-related plans

Common share issuance proceeds, net

Common share issuance for NCLC exchangeable notes

Net share settlement of restricted share units

Other comprehensive income, net

Balance, March 31, 2025

Balance, June 30, 2025

( 6,000,183 )

9 unchanged sentences

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

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

As of June 30, 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.

2 unchanged sentences

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.

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.

Summary of Significant Accounting Policies

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.

As of June 30, 2026, we had liquidity of approximately $ 1.5 billion, including cash and cash equivalents of $ 218.1 million and $ 1.3 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.

If needed, we will seek to obtain relevant financial covenant amendments or waivers.

Basis of Presentation

4 unchanged sentences

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):

Basic earnings per share is computed by dividing net income (loss) by the basic weighted-average number of shares outstanding during each period.

Diluted earnings per share is computed by dividing net income (loss) and assumed conversion of exchangeable notes by diluted weighted-average shares outstanding.

A reconciliation between basic and diluted EPS was as follows (in thousands, except share and per share data):

Three Months Ended

Six Months Ended

Net income (loss)

7 unchanged sentences

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

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

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

For the three and six months ended June 30, 2025, the 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% 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.

For the three and six months ended June 30, 2026 and 2025, 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.

For the three months ended June 30, 2026 and 2025, a total of 8.0 million and 59.3 million shares, respectively, and for the six months ended June 30, 2026 and 2025, a total of 4.0 million and 70.1 million shares, respectively, have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

Segment Reporting

1 unchanged sentence

Three Months Ended

Six Months Ended

Total revenue

14 unchanged sentences

Net income (loss) before income taxes

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

Three Months Ended

Six Months Ended

(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

Six Months Ended

Professional advisory fees

Severance payments and other fees

Severance costs and other fees

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

3 unchanged sentences

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

We recognized a gain of $ 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.

We recognized a gain of $ 36.1 million and a loss of $ 158.5 million for the three months ended June 30, 2026 and 2025, respectively, and a gain of $ 74.8 million and a loss of $ 181.0 million for the six months ended June 30, 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.

26 unchanged sentences

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

In May 2026, the FASB issued ASU No.

2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) (“ASU 2026-02”), which establishes guidance for the accounting and disclosure of environmental credits.

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 must be applied on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings (accumulated deficit) as of the beginning of the annual reporting period of adoption.

We will evaluate the impact of ASU 2026-02 on our consolidated financial statements.

Revenue Recognition

3 unchanged sentences

Three Months Ended

Six Months Ended

North America

10 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, our receivables from customers were $ 98.6 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.

As of June 30, 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 June 30, 2026, approximately 40 % 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.

For the six months ended June 30, 2026, $ 2.2 billion of revenue recognized was included in the contract liability balance at the beginning of the period.

Operating Leases - Lessee

1 unchanged sentence

Balance Sheet location

March 31, 2026

June 30, 2026

December 31, 2025

13 unchanged sentences

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

Accumulated other comprehensive income (loss) for the six months ended June 30, 2026 was as follows (in thousands):

Six Months Ended June 30, 2026

Comprehensive

4 unchanged sentences

Accumulated other comprehensive income (loss) at end of period

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

Three Months Ended March 31, 2025

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

Six Months Ended June 30, 2025

Comprehensive

8 unchanged sentences

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.

Property and equipment, net increased $ 1.4 billion for the six months ended June 30, 2026 primarily due to the delivery of Norwegian Luna.

Long-Term Debt

4 unchanged sentences

Exchangeable Notes

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

The following is a summary of NCLC’s exchangeable notes as of June 30, 2026 (in thousands):

Financing Fees

3 unchanged sentences

2030 0.750% Exchangeable Notes

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

(1) Classified within current portion of long-term debt as of June 30, 2026.

Additionally, in May 2026, NCLC elected to irrevocably fix the settlement method to cash settlement for all exchanges of the 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes, pursuant to the applicable indentures.

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

6 unchanged sentences

Three Months Ended

Six Months Ended

Coupon interest

Amortization of deferred financing fees

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.

As of June 30, 2026, the effective interest rate is 1.64 %, 3.06 %, 1.07 % and 1.14 % for the 2027 1.125% Exchangeable Notes, 2027 2.5% Exchangeable Notes, 2030 0.875% Exchangeable Notes and 2030 0.750% Exchangeable Notes, respectively.

Debt Repayments

The following are scheduled principal repayments on our long-term debt including exchangeable notes, portions of which can be settled in NCLH ordinary shares, and finance lease obligations as of March 31, 2026 (in thousands):

The following are scheduled principal repayments on our long-term debt including exchangeable notes and finance lease obligations as of June 30, 2026 (in thousands):

Remainder of 2026

Debt Covenants

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

As of June 30, 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.

14 unchanged sentences

We attempt to minimize these risks through a combination of our normal operating and financing activities and through the use of derivatives.

We assess whether derivatives used in hedging transactions are “highly effective” in offsetting

changes in the cash flow of our hedged forecasted transactions.

We assess whether derivatives used in hedging transactions are “highly effective” in offsetting 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.

5 unchanged sentences

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.

As of June 30, 2026, we had fuel swaps designated as hedges, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 611 thousand metric tons of our projected fuel purchases, maturing through December 31, 2027 .

As of June 30, 2026, we also had fuel swaps pertaining to approximately 30 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through October 31, 2027 .

As of June 30, 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 € 2.9 billion, or $ 3.3 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.

dollar exchange rate as of June 30, 2026.

As of June 30, 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 € 391.4 million, or $ 447.1 million based on the euro/U.S.

dollar exchange rate as of March 31, 2026.

dollar exchange rate as of June 30, 2026.

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

8 unchanged sentences

Prepaid expenses and other assets

Other long-term assets

Accrued expenses and other liabilities

8 unchanged sentences

Foreign currency contracts

Other long-term assets

Accrued expenses and other liabilities

Other long-term liabilities

Total derivatives not designated as hedging instruments

11 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

13 unchanged sentences

(Loss) into Income (Expense)

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Fuel contracts

4 unchanged sentences

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

Location of Gain

(Loss) Reclassified

from Accumulated

Amount of Gain (Loss) Reclassified

Amount of Gain (Loss)

Other Comprehensive

from Accumulated Other

Recognized in Other

Income (Loss) into

Comprehensive Income

Comprehensive Loss

Income (Expense)

(Loss) into Income (Expense)

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Fuel contracts

Other income (expense), net

Foreign currency contracts

Depreciation and amortization

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

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

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

Three Months Ended June 30, 2026

Three Months Ended June 30, 2025

(Expense), net

6 unchanged sentences

Fuel contracts

Six Months Ended June 30, 2026

Six Months Ended June 30, 2025

( Expense), net

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

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

Fuel contracts

Foreign currency contracts

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

Fuel contracts

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.

As of June 30, 2026 and December 31, 2025, the fair value of our long-term debt, including the current portion, was $ 14.3 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.

7 unchanged sentences

Employee Benefits and Share-Based Compensation

In January 2013, NCLH adopted the 2013 Performance Incentive Plan, which, after giving effect to amendments and restatements through 2025 (the “Restated 2013 Plan”), provided for a maximum aggregate limit of 48,009,006 shares that could have been delivered pursuant to all awards granted under the Restated 2013 Plan.

In June 2026, NCLH’s shareholders approved a further amendment and restatement of the Restated 2013 Plan to increase the number of NCLH ordinary shares that may be delivered by 8,807,000 , resulting in an increase in the maximum aggregate limit to 56,816,006 shares.

Restricted Share Unit Awards

4 unchanged sentences

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 MSUs are eligible to vest at the end of a four-year performance period based on 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 Restated 2013 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.

7 unchanged sentences

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

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

The following is a summary of restricted share unit activity for the six months ended June 30, 2026:

Average Grant

7 unchanged sentences

Forfeited or expired

Non-vested as of March 31, 2026

Non-vested as of June 30, 2026

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

2 unchanged sentences

Three Months Ended

Six Months Ended

Payroll and related expense

8 unchanged sentences

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.

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 and/or other macroeconomic conditions and events, 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.

As of June 30, 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 $ 19.5 billion based on the euro/U.S.

dollar exchange rate as of June 30, 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 the contract price of each ship as well as related financing premiums, subject to certain conditions.

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

However, if any such events were to occur, it could result in, among other things, the forfeiture of prior deposits or payments made by us and potential claims and impairment losses which may materially impact our business, financial condition and results of operations.

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

As of June 30, 2026, our minimum annual payments for non-cancelable ship construction contracts were as follows (in thousands):

Remainder of 2026

20 unchanged sentences

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.

On May 21, 2026, the Supreme Court of the United States reversed the Eleventh Circuit’s dismissal of the matter, and, on June 22, 2026, it remanded the matter to the Eleventh Circuit for further proceedings.

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

3 unchanged sentences

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

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

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

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

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

3 unchanged sentences

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.

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.

As of June 30, 2026, the Company was not required to maintain any reserve funds.

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.

For the three and six months ended June 30, 2026, other income (expense), net was income of $ 33.5 million and $ 74.2 million, respectively, and for the three and six months ended June 30, 2025, other income (expense), net was expense of $ 156.4 million and $ 180.9 million, respectively, primarily due to net gains and losses on foreign currency remeasurements of our euro-denominated debt.

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.

For the six months ended June 30, 2026 and 2025, we had non-cash investing activities consisting of changes in accruals related to property and equipment of $ 2.1 million and $ 44.7 million, respectively.

Subsequent Event

In July 2026, we entered into a memorandum of agreement for the sale of Oceania Sirena.

The terms of the memorandum stipulate that the closing of the sale will take place during the three months ended September 30, 2026.

In addition, a bareboat charter agreement is anticipated to be executed for the Oceania brand to continue operating the vessel through the spring of 2028.

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

What changed 10-Q

Item 1. Financial Statements