What changed in this filing

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Item 1. Financial Statements

2025-08-04 compared with 2025-05-05 · 189 added, 85 removed, 458 unchanged (37% 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

2 unchanged sentences

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;

443,439,387 shares issued and outstanding at March 31, 2025 and 439,861,281 shares issued and outstanding at December 31, 2024

446,814,009 shares issued and outstanding at June 30, 2025 and 439,861,281 shares issued and outstanding at December 31, 2024

Additional paid-in capital

9 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities

2 unchanged sentences

Depreciation and amortization expense

(Gain) loss on derivatives

Gain on derivatives

Loss on extinguishment of debt

13 unchanged sentences

( 1,858,861 )

Acquisition, net of cash acquired

Net cash used in investing activities

4 unchanged sentences

Proceeds from long-term debt

Common share issuance proceeds, net

Net share settlement of restricted share units

9 unchanged sentences

(in thousands)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Comprehensive

1 unchanged sentence

Income (Loss)

Balance, March 31, 2025

( 6,030,175 )

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

Shareholders’

Income (Loss)

Balance, December 31, 2024

2 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, June 30, 2025

( 6,000,183 )

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, 2024

Comprehensive

Shareholders’

Income (Loss)

Balance, March 31, 2024

( 6,882,784 )

Three Months Ended March 31, 2024

Share-based compensation

Common share issuance for NCLC exchangeable notes

Net share settlement of restricted share units

Other comprehensive loss, net

Balance, June 30, 2024

( 6,719,348 )

Six Months Ended June 30, 2024

Comprehensive

5 unchanged sentences

Issuance of shares under employee-related plans

Common share issuance for NCLC exchangeable notes

Net share settlement of restricted share units

Other comprehensive income, net

Balance, March 31, 2024

Balance, June 30, 2024

( 6,719,348 )

4 unchanged sentences

References to the “U.S.” are to the United States of America and “dollar(s)” or “$” are to U.S.

dollars, the “U.K.” are to the United Kingdom and “euro(s)” or “€” are to the official currency of the Eurozone.

dollars and “euro(s)” or “€” are to the official currency of the Eurozone.

We refer you to “Item 2.

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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, 2025, we had 33 ships with approximately 70,050 Berths.

The Company expects to add 12 additional ships to our fleet from 2025 through 2036.

As of June 30, 2025, we had 33 ships with approximately 70,100 Berths.

Oceania Allura was delivered in July 2025.

We refer you to Note 13 – “Subsequent Event” for additional information.

The Company currently has orders for 13 additional ships to be delivered from 2026 through 2036.

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

We have one Allura Class Ship on order for delivery in 2025.

We also have orders for three new classes of ships:

four Oceania Cruises ships with deliveries currently scheduled from 2027 through 2031, two Prestige Class Ships with deliveries currently scheduled in 2026 and 2029 and four Norwegian Cruise Line ships with deliveries currently scheduled from 2030 through 2036.

We have the option to cancel the last two ships on order for Oceania Cruises currently scheduled for delivery in 2030 and 2031.

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

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

Summary of Significant Accounting Policies

As of March 31, 2025, we had liquidity of approximately $ 1.4 billion, including cash and cash equivalents of $ 184.4 million, $ 1.0 billion available under our Revolving Loan Facility and a € 200 million commitment that can be used for future newbuild payments through July 2025.

As of June 30, 2025, we had liquidity of approximately $ 2.4 billion, including cash and cash equivalents of $ 184.0 million, $ 2.0 billion available under our Revolving Loan Facility and a € 200 million commitment that could be used for future newbuild payments which was available through July 2025.

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 to extend the maturity dates associated with our existing indebtedness and obtain relevant financial covenant amendments or waivers, if needed.

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 and obtain relevant financial covenant amendments or waivers, if needed.

Basis of Presentation

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Three Months Ended

Six Months Ended

Net income (loss)

Effect of dilutive securities - exchangeable notes

Net income and assumed conversion of exchangeable notes - Diluted EPS

Basic weighted-average shares outstanding

Dilutive effect of share awards

Dilutive effect of exchangeable notes

Diluted weighted-average shares outstanding

1 unchanged sentence

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, 2025 and 2024, each of the exchangeable notes were anti-dilutive.

During 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.

During the six months ended June 30, 2024, the 2024 Exchangeable Notes, 2025 Exchangeable Notes and 2027 2.5% Exchangeable Notes were anti-dilutive.

For the 2030 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 Exchangeable Notes does not exceed their conversion price for a reporting period, then the shares underlying the notes will not be reflected in the Company’s calculation of diluted EPS.

For the three and six months ended June 30, 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, 2025 and 2024, a total of 79.6 million and 91.1 million shares, respectively, have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

For the three months ended June 30, 2025 and 2024, a total of 59.3 million and 7.1 million shares, respectively, and for the six months ended June 30, 2025 and 2024, a total of 70.1 million and 53.3 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

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Three Months Ended

Six Months Ended

Total revenue

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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 Compensation Plans”).

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

We recognized losses of $ 22.5 million and gains of $ 13.3 million for the three months ended March 31, 2025 and 2024, respectively, related to remeasurement of assets and liabilities denominated in foreign currencies.

We recognized a loss of $ 158.5 million and a gain of $ 2.3 million for the three months ended June 30, 2025 and 2024, respectively, and a loss of $ 181.0 million and a gain of $ 15.6 million for the six months ended June 30, 2025 and 2024, 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 statement of cash flows.

19 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, 2025 and December 31, 2024, our receivables from customers were $ 130.5 million and $ 114.2 million, respectively, primarily related to in-transit credit card receivables.

As of June 30, 2025 and December 31, 2024, our receivables from customers were $ 121.2 million and $ 114.2 million, respectively, primarily related to in-transit credit card receivables.

Our contract liabilities are included within advance ticket sales.

As of March 31, 2025 and December 31, 2024, our contract liabilities were $ 2.8 billion and $ 2.2 billion, respectively.

Of the amounts included within contract liabilities as of March 31, 2025, approximately 45 % were refundable in accordance with our cancellation policies.

As of June 30, 2025 and December 31, 2024, our contract liabilities were $ 3.0 billion and $ 2.2 billion, respectively.

Of the amounts included within contract liabilities as of June 30, 2025, 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, 2025, $ 1.5 billion of revenue recognized was included in the contract liability balance at the beginning of the period.

For the six months ended June 30, 2025, $ 1.9 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, 2025

June 30, 2025

December 31, 2024

13 unchanged sentences

Accumulated Other Comprehensive Income (Loss)

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

4 unchanged sentences

Accumulated other comprehensive income (loss) at end of period

Accumulated other comprehensive income (loss) for the three months ended March 31, 2024 was as follows (in thousands):

Three Months Ended March 31, 2024

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

Six Months Ended June 30, 2024

Comprehensive

8 unchanged sentences

Property and Equipment, Net

Property and equipment, net increased $ 1.3 billion for the three months ended March 31, 2025 primarily due to the delivery of Norwegian Aqua.

Property and equipment, net increased $ 1.4 billion for the six months ended June 30, 2025 primarily due to the delivery of Norwegian Aqua.

Long-Term Debt

9 unchanged sentences

The net proceeds from the issuance of the 2032 Notes, together with cash on hand, were used to redeem $ 1.2 billion aggregate principal amount of the 5.875 % senior unsecured notes due 2026 and $ 600.0 million aggregate principal amount of the 8.375 % senior secured notes due 2028, together with accrued and unpaid interest thereon, and to pay related transaction premiums, fees and expenses.

The repayment of the 8.375% senior secured notes due 2028 also

released the related collateral.

The repayment of the 8.375% senior secured notes due 2028 also released the related collateral.

During the three months ended March 31, 2025, the related losses on extinguishment were approximately $ 49.5 million, which were recognized in interest expense, net.

5 unchanged sentences

The applicable margin and unused commitment fee will depend on the total leverage ratio as of the applicable date.

The Seventh ARCA also modified certain existing negative covenant thresholds and the related collateral.

The Seventh ARCA and related guarantees are now secured by first-priority interests in, among other things and subject to certain agreed security principles, ten of our vessels.

In January 2025, NCLC also entered into a supplemental indenture that modified the collateral for the 8.125 % senior secured notes due 2029 such that this collateral is the same as the Seventh ARCA.

The Seventh ARCA also modified certain existing negative covenant thresholds.

In March 2025, we took delivery of Norwegian Aqua.

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Principal and interest payments are payable semiannually.

In April 2025, NCLC entered into individually negotiated note exchange agreements with certain existing holders (the “Holders”) of the 2025 Exchangeable Notes, pursuant to which NCLC and the Holders agreed to exchange (the “Exchange”) approximately $ 353.9 million in aggregate principal amount of the Holders’ 2025 Exchangeable Notes for (i) approximately $ 353.9 million in aggregate principal amount of NCLC’s newly issued 0.875 % exchangeable senior notes due April 15, 2030 (the “2030 Exchangeable Notes”) and (ii) an aggregate cash payment (the “Cash Payment”) of approximately $ 64.0 million, plus accrued and unpaid interest on the 2025 Exchangeable Notes that was exchanged to, but excluding, the closing date of the Exchange.

In April 2025, NCLC entered into individually negotiated note exchange agreements with certain existing holders (the “Holders”) of the 2025 Exchangeable Notes, pursuant to which NCLC and the Holders agreed to exchange (the “Exchange”) approximately $ 353.9 million in aggregate principal amount of the Holders’ 2025 Exchangeable Notes for (i) approximately $ 353.9 million in aggregate principal amount of NCLC’s 0.875 % exchangeable senior notes due April 15, 2030 (the “2030 Exchangeable Notes”) and (ii) an aggregate cash payment (the “Cash Payment”) of approximately $ 64.0 million, plus accrued and unpaid interest on the 2025 Exchangeable Notes that was exchanged to, but excluding, the closing date of the Exchange.

The Cash Payment was equal to the gross proceeds from the concurrent Equity Offering (as defined below) and represented the remainder of NCLC’s exchange obligation in excess of the aggregate principal amount of the 2025 Exchangeable Notes that were exchanged.

During the three months ended June 30, 2025, the related losses on extinguishment were approximately $ 68.4 million, which were recognized in interest expense, net.

Additionally, in April 2025, the Company completed a registered direct offering of 3,358,098 ordinary shares to the Holders at a price of $ 19.06 per share (the “Equity Offering”).

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Holders may exchange all or a portion of the 2030 Exchangeable Notes at the holder’s option (i) at any time prior to the close of business on the business day immediately preceding October 15, 2029, subject to the satisfaction of certain conditions and during certain periods, and (ii) on or after October 15, 2029 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met.

Upon exchange of the 2030 Exchangeable Notes, NCLC will satisfy its exchange obligation by paying cash up to the aggregate principal amount of the 2030 Exchangeable Notes to be exchanged and paying or delivering, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at NCLC’s election, in respect of the

remainder, if any, of NCLC’s exchange obligation in excess of the aggregate principal amount of the 2030 Notes to be exchanged.

The initial exchange rate per $ 1,000 principal amount of 2030 Notes is 38.1570 ordinary shares, which is equivalent to an initial exchange price of approximately $ 26.21 per ordinary share, subject to adjustment in certain circumstances.

2 unchanged sentences

The 2030 Exchangeable Notes pay interest at 0.875 % per annum, semiannually on April 15 and October 15 of each year, to holders of record at the close of business on the immediately preceding April 1 and October 1, respectively.

In June 2025, NCLC entered into an amendment to the Seventh ARCA (the “ARCA Amendment”).

The ARCA Amendment increased the aggregate amount of the lenders’ commitments under the Revolving Loan Facility from $ 1.7 billion to approximately $ 2.5 billion and modified the vessels that serve as collateral.

The Revolving Loan Facility and related guarantees are now secured by first-priority interests in, among other things and subject to certain agreed security principles, 14 of our vessels.

Concurrently, NCLC also entered into a supplemental indenture that modified the collateral for the 8.125 % senior secured notes due 2029 such that this collateral is the same as the ARCA Amendment.

Exchangeable Notes

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

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

Financing Fees

2 unchanged sentences

2027 2.5% Exchangeable Notes

2030 Exchangeable Notes

The following is a summary of NCLC’s exchangeable notes as of December 31, 2024 (in thousands):

3 unchanged sentences

2027 2.5% Exchangeable Notes

(1) Classified within current portion of long-term debt as of December 31, 2024.

As of March 31, 2025, we reclassified $ 353.9 million to long-term debt as this portion was refinanced using proceeds from the 2030 Exchangeable Notes prior to issuance of this report and the remainder was classified within current portion of long-term debt.

We expect that the remaining holders of the 2025 Exchangeable Notes will exchange their 2025 Exchangeable Notes for NCLH ordinary shares.

(1) Classified within current portion of long-term debt.

Subsequent to June 30, 2025, substantially all the remaining holders of the 2025 Exchangeable Notes elected to exchange their notes for 5,120,487 NCLH ordinary shares and the remaining unexchanged notes were repaid in cash at maturity.

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

Three Months Ended

Six Months Ended

Coupon interest

Amortization of deferred financing fees

As of March 31, 2025, the effective interest rate is 5.97 %, 1.64 % and 3.06 % for the 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes, respectively.

As of June 30, 2025, the effective interest rate is 5.97 %, 1.64 %, 3.06 % and 1.06 % for the 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes, 2027 2.5% Exchangeable Notes and 2030 Exchangeable Notes, respectively.

Debt Repayments

The following are scheduled principal repayments on our long-term debt including exchangeable notes, which can be settled in NCLH ordinary shares, and finance lease obligations as of March 31, 2025 (in thousands):

The following are scheduled principal repayments on our long-term debt including exchangeable notes, which can be, or in the case of certain of the 2025 Exchangeable Notes have been, settled in NCLH ordinary shares, and finance lease obligations as of June 30, 2025 (in thousands):

Remainder of 2025

(1) As a result of the Exchange, as of March 31, 2025, we reclassified $ 353.9 million from 2025 to 2030 consistent with the presentation in the accompanying consolidated balance sheet.

Debt Covenants

As of March 31, 2025, we were in compliance with all of our debt covenants.

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

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

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We 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 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 use critical terms match 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.

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, and there are no credit-risk-related contingent features in our derivative agreements.

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.

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

As of March 31, 2025, we had fuel swaps, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 994 thousand metric tons of our projected fuel purchases, maturing through December 31, 2027 .

As of March 31, 2025, we had fuel swaps pertaining to approximately 47 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through February 28, 2026 .

As of March 31, 2025, we had foreign currency forwards and collars which were used to mitigate the financial impact of volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros.

As of June 30, 2025, we had fuel swaps, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 913 thousand metric tons of our projected fuel purchases, maturing through December 31, 2027 .

As of June 30, 2025, we had fuel swaps pertaining to approximately 94 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, 2025, we had foreign currency forwards and collars which were used to mitigate the financial impact of volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros.

The notional amount of our foreign currency contracts were € 764.2 million, or $ 900.8 million based on the euro/U.S.

dollar exchange rate as of March 31, 2025.

dollar exchange rate as of June 30, 2025.

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

15 unchanged sentences

Prepaid expenses and other assets

Other long-term assets

Accrued expenses and other liabilities

13 unchanged sentences

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

March 31, 2025

June 30, 2025

December 31, 2024

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(Loss) into Income (Expense)

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Fuel contracts

4 unchanged sentences

Total gain (loss) recognized in other comprehensive 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, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Fuel contracts

Other income (expense), net

Foreign currency contracts

Depreciation and amortization

Total gain (loss) recognized in other comprehensive loss

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

Three Months Ended March 31, 2025

Three Months Ended March 31, 2024

Three Months Ended June 30, 2025

Three Months Ended June 30, 2024

(Expense), net

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Fuel contracts

Six Months Ended June 30, 2025

Six Months Ended June 30, 2024

( Expense), net

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

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

Fuel contracts

Foreign currency contracts

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

Fuel contracts

Long-Term Debt

As of March 31, 2025 and December 31, 2024, the fair value of our long-term debt, including the current portion, was $ 13.7 billion and $ 12.8 billion, respectively, which was $ 0.6 billion lower than the carrying values, excluding deferred financing costs.

As of June 30, 2025 and December 31, 2024, the fair value of our long-term debt, including the current portion, was $ 13.6 billion and $ 12.8 billion, respectively, which was $ 0.6 billion lower than the carrying values, excluding deferred financing costs.

The difference between the fair value and carrying value of our long-term debt is due to our fixed and variable rate debt obligations carrying interest rates that are above or below market rates at the measurement dates.

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Employee Benefits and Compensation Plans

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

In June 2025, NCLH’s shareholders approved a further amendment and restatement of the Restated 2013 Plan to increase the number of NCLH ordinary shares that may be delivered by 3,000,000 , resulting in an increase in the maximum aggregate limit to 48,009,006 shares.

Restricted Share Unit Awards

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

Additionally, in March 2025, NCLH granted 1.1 million performance-based restricted share units to certain members of our management team, which vest upon the achievement

of certain pre-established performance targets established through 2027 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2028.

The following is a summary of restricted share unit activity for the three months ended March 31, 2025:

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

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

Average Grant

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Forfeited or expired

Non-vested as of March 31, 2025

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

Non-vested as of June 30, 2025

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

Number of Share Option Awards

Weighted-Average

Exercise Price

Weighted-Average

(in thousands)

Outstanding as of January 1, 2025

Forfeited and cancelled

( 1,508,500 )

Outstanding as of June 30, 2025

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

Three Months Ended

Six Months Ended

Payroll and related expense

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Ship Construction Contracts

For the Oceania Cruises brand, the second Allura Class Ship, Oceania Allura, at approximately 68,000 Gross Tons and 1,200 Berths, was delivered in July 2025.

We refer you to Note 13 – “Subsequent Event” for additional information.

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

For the Norwegian brand, we also have an order for four additional ships, each at approximately 225,000 Gross Tons and 5,150 Berths, with currently scheduled delivery dates from 2030 through 2036.

For the Oceania Cruises brand, we have an order for one additional Allura Class Ship to be delivered in 2025, which will be approximately 68,000 Gross Tons and 1,200 Berths.

For the Oceania Cruises brand, we also have an order for four additional ships (which includes two ships on order, which are currently scheduled for delivery in 2030 and 2031, that we have the option to cancel), each at approximately 86,000 Gross Tons and 1,450 Berths, with currently scheduled delivery dates from 2027 through 2031.

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

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

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

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.

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.

The combined contract prices, including amendments and change orders, of the 12 ships on order for delivery as of March 31, 2025 (which excludes two ships on order for Oceania Cruises, which are currently scheduled for delivery in 2030 and 2031, that we have the option to cancel) was approximately € 17.2 billion, or $ 18.6 billion based on the euro/U.S.

dollar exchange rate as of March 31, 2025.

If the two ships on order for Oceania Cruises are cancelled, there will be incremental corresponding adjustments to the purchase price of other applicable newbuilds not to exceed € 51 million.

For ships on order, excluding the two ships on order for Oceania Cruises that we have the option to cancel and the four additional ships on order for Norwegian Cruise Line with currently scheduled delivery from 2030 to 2036, 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.

We do not anticipate any contractual breaches or cancellations to occur, except as noted above if we exercise our option to cancel.

As of June 30, 2025, the combined contract prices, including amendments and change orders, of the 12 ships then on order for delivery (including Oceania Allura but excluding the two Sonata Class Ships on order for Oceania Cruises that we previously had the option to cancel as of June 30, 2025) was approximately € 17.2 billion, or $ 20.3 billion based on the euro/U.S.

dollar exchange rate as of June 30, 2025.

The combined contract prices of the two additional Sonata Class Ships on order for delivery as of July 2025 was approximately € 1.8 billion, or $ 2.1 billion based on the euro/U.S.

dollar exchange rate as of June 30, 2025.

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

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.

Our minimum annual payments for non-cancelable ship construction contracts, which exclude two contracts with options to cancel, are as follows (in thousands):

As of June 30, 2025, our minimum annual payments for non-cancelable ship construction contracts, which exclude the two Sonata Class Ships with the previously existing options to cancel as of June 30, 2025, were as follows (in thousands):

Remainder of 2025

Total minimum annual payments

The above presentation reflects the current delivery dates;

however, certain delivery dates may be delayed at the option of the builder, which would result in additional fees.

In July 2025, we confirmed the last two Sonata Class Ships and also reset certain ship delivery dates.

The table below reflects these changes on our minimum annual payments (in thousands):

Remainder of 2025

Total minimum annual payments

Investigations

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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.

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.

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Other Contingencies

The Company also has agreements with its credit card processors that govern approximately $ 3.5 billion in advance ticket sales at March 31, 2025 that have been received by the Company relating to future voyages.

The Company also has agreements with its credit card processors that govern approximately $ 3.6 billion in advance ticket sales at June 30, 2025 that have been received by the Company relating to future voyages.

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

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.

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.

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Other Income (Expense), Net

For the three months ended March 31, 2025, other income (expense), net consisted of expense of $ 24.5 million, and for the three months ended March 31, 2024, other income (expense), net consisted of income of $ 18.1 million primarily due to net gains and losses on foreign currency remeasurements.

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, and for the three and six months ended June 30, 2024, other income (expense), net was income of $ 1.9 million and $ 20.0 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, 2025 and 2024, we had non-cash investing activities consisting of changes in accruals related to property and equipment of $ 4.0 million and $ 11.3 million, respectively.

For the six months ended June 30, 2025 and 2024, we had non-cash investing activities consisting of changes in accruals related to property and equipment of $ 44.7 million and $ 36.3 million, respectively.

Subsequent Event

In July 2025, we took delivery of Oceania Allura.

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

The associated € 570.4 million term loan bears interest at a fixed rate of 1.50 % with a maturity date of July 10, 2037 .

Principal and interest payments are payable semiannually .

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