Norwegian Cruise Line Holdings Ltd. 10-Q

Item 5. Other Information 10b5-1 Trading Arrangements During the three months ended September 30, 2023, none of our directors or officers subject to Section 16 of the Securities Exchange Act of 1934 adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K). 42 Table of Contents Item 6. Exhibits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.1 ​ ​ Indenture, dated October 18, 2023, by and among NCL Corporation Ltd., as issuer, the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent, with respect to $790.0 million aggregate principal amount of 8.125% senior secured notes due 2029 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on October 19, 2023 (File No. 001-35784)) ​ ​ ​ ​ 10.1 ​ ​ Employment Agreement by and between NCL (Bahamas) Ltd. and Mark Kempa, effective as of July 17, 2023 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on July 21, 2023 (File No. 001-35784))† ​ ​ ​ ​ 10.2 ​ ​ Employment Agreement by and between Prestige Cruise Services LLC and Andrea DeMarco, effective as of July 17, 2023 (incorporated herein by reference to Exhibit 10.17 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No. 001-35784))† ​ ​ ​ ​ 10.3 ​ ​ Employment Agreement by and between Prestige Cruise Services LLC and Frank A. Del Rio, effective as of July 17, 2023 (incorporated herein by reference to Exhibit 10.18 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No. 001-35784))† ​ ​ ​ ​ 10.4 ​ ​ Sixth Amended and Restated Credit Agreement, dated October 18, 2023, by and among NCL Corporation Ltd., as borrower, Voyager Vessel Company, LLC, as co-borrower, the subsidiary guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and the joint bookrunners and arrangers and co-documentation agents named thereto. (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on October 19, 2023 (File No. 001-35784))# ​ ​ ​ ​ 31.1* ​ ​ Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 ​ 31.2* ​ ​ Certification of the Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 ​ 32.1** ​ ​ Certifications of the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code ​ ​ ​ ​ 101* ​ The following unaudited consolidated financial statements from Norwegian Cruise Line Holdings Ltd.’s Quarterly Report on Form 10‑Q for the quarterly period ended September 30, 2023, formatted in Inline XBRL: ​ ​ ​ ​ ​ (i) the Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022; ​ ​ ​ ​ ​ (ii) the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2023 and 2022; ​ ​ ​ ​ ​ (iii) the Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022; ​ ​ ​ ​ ​ (iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022; ​ ​ ​ ​ ​ (v) the Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2023 and 2022; and ​ ​ ​ ​ ​ (vi) the Notes to the Consolidated Financial Statements. ​ ​ ​ 43 Table of Contents 104* ​ The cover page from Norwegian Cruise Line Holdings Ltd.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL and included in the interactive data files submitted as Exhibit 101. * Filed herewith. ** Furnished herewith. † Management contract or compensatory plan. # Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K Item 601(b)(10). ​ ​ ​ ​ ​ 44 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NORWEGIAN CRUISE LINE HOLDINGS LTD. (Registrant) By: /s/ HARRY SOMMER Name: Harry Sommer Title: President and Chief Executive Officer (Principal Executive Officer) By: /s/ MARK A. KEMPA Name: Mark A. Kempa Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) ​ ​ ​ ​ ​ ​ Dated: November 8, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 45