Norwegian Cruise Line Holdings (NCLH) 10-K risk factor changes: FY2025 vs FY2024

If our results of operations and financial performance do not [removed: recover] [added: perform] as planned, we may not be in compliance with maintenance covenants in certain of our debt facilities.

If we expect [removed: to] not [added: to] be in compliance, we would expect to seek waivers from the lenders under these facilities or renegotiate these facilities prior to any covenant violation.

If we were not able to obtain a covenant waiver under any one or more of these debt facilities or renegotiate [added: or repay] such facilities, we would be in default of such agreements, which could result in cross defaults to our other debt [removed: agreements.][added: agreements and an acceleration of the indebtedness under such debt facilities.]

As a consequence, we would need to refinance or repay the applicable debt facility or [removed: facilities,] [added: facilities] and would be required to raise additional debt or equity capital, or divest assets, to refinance or repay such facility or [removed: facilities.][added: facilities, and there can be no assurance that we would be successful in doing so.]

If we were unable to repay those amounts, the holders of our secured indebtedness could proceed against the collateral granted to them to secure that indebtedness, which includes a significant portion of our [removed: assets] [added: assets,] including our ships.

As a result, the failure to obtain the covenant waivers or renegotiate [added: or repay] our facilities as described above would have a material adverse effect on us and our ability to service our debt obligations.

If we raise additional funds by issuing debt, we may be subject to limitations on our operations due to restrictive covenants, which may be more restrictive than the covenants in our existing debt agreements, and we may be required to [removed: further encumber our assets.]

If we are not able to fulfill our liquidity needs through operating cash flows and/or borrowings under credit facilities or otherwise in the capital markets, our business and financial condition could be adversely [removed: affected] [added: affected,] and it may be necessary for us to reorganize our [removed: company] [added: Company] in its entirety, including through bankruptcy proceedings, and our shareholders may lose their investment in our ordinary shares.

Also, we may be limited in obtaining funds to pay amounts due to our counterparties [added: under our derivative contracts and to pay amounts that may become due under other agreements.]

If we were to elect to replace any counterparty for their failure to perform their obligations under such instruments, we would likely incur [removed: significant costs to replace the counterparty.]

Several factors including a challenging operating environment [removed: impacts affecting] [added: impacting] consumer demand or spending, the deterioration of general macroeconomic conditions, or other factors could result in a change to the future cash flows we expect to derive from our operations.

For example, we recognized significant impairment losses during 2020 related to [removed: the COVID-19] [added: a] pandemic.

The availability of ports is affected by a number of factors, including, but not limited to, health, safety, and environmental concerns, existing capacity constraints, security, adverse weather conditions and natural [removed: disasters such as hurricanes, floods, typhoons and earthquakes,] [added: disasters,] financial limitations on port development, political instability, armed conflicts, exclusivity arrangements that ports may have with our competitors, governmental regulations, including [removed: sanctions,] [added: sanctions] and fees, [added: and] local community concerns about port development and tourism.

For example, currently and in the past, regulatory changes, [removed: disease outbreaks resulting in a] global [removed: pandemic,] [added: pandemics,] armed conflicts and damages to ports from hurricanes have prohibited our cruise voyages from visiting certain regions.

Increases in the price of, or major changes, significant delays and disruptions, or [removed: reduction] [added: reductions] in, commercial airline services has, and could in the future, disrupt our operations.

[removed: A number] [added: Many] of our passengers and crew depend on scheduled commercial airline services to transport them to ports of embarkation for our cruises.

Increases in the price of airfare due to increases in fuel prices, fuel surcharges, changes in commercial airline services as a result of health and safety events, [removed: strikes] [added: strikes, airspace congestion] or [added: air traffic control and] other [added: airline- or airport-related] staffing shortages, weather or other events, or the lack of availability due to schedule changes or [removed: a high level of] [added: increased] airline [removed: bookings has] [added: bookings, have] and could adversely affect our ability to transport guests and crew [removed: to or from our ships] and thereby increase our cruise operating expenses which, in turn, [removed: has] [added: have had and could have] an adverse effect on our financial condition and results of operations.

For example, many commercial airlines reduced services, experienced staffing shortages and suffered other disruptions due to [removed: the COVID-19] [added: a] pandemic and other macroeconomic conditions.

[removed: COVID-19-related] [added: Pandemic-related] regulations also prevented us from using commercial airline services to transport our crew members to and from our ships, which resulted in increased costs to our Company.

Global events and conditions, including terrorist acts, [added: geopolitical conflict,] armed conflicts, acts of piracy, and other international events impacting the security of travel or the global economy, or threats thereof, could adversely affect our business.

Global events and conditions, including the threat or possibility of future terrorist acts, [added: geopolitical conflict,] outbreaks of hostilities or armed conflict, political unrest and instability, [added: government shutdowns,] the issuance of government travel advisories or elevated threat warnings, increases in the activity of pirates, and other geo-political uncertainties, or the possibility or fear of such events, have had in the past and may again in the future have an adverse impact on our business.

Any of these events or conditions may adversely affect demand for, and [removed: by extension] pricing of, our cruises.

Public health crises [removed: have,] [added: have] in the past, and could [added: have] in the future, [removed: have] significant negative impacts on all aspects of our business.

We have had instances of disease outbreaks on our [removed: ships] [added: ships,] and there is no guarantee that the health and safety protocols we implement will be successful in preventing the spread of infectious disease onboard our ships and among our passengers and crew.

This caused significant costs and lost revenue as a result of, among other things, the suspension of cruise voyages, implementation of additional health and safety measures, [added: increased concern related to illness when traveling to, from, and on our ships,] reduced demand for cruise vacations, guest compensation, itinerary modifications, redeployments and cancellations, travel restrictions and advisories, the unavailability of ports and/or destinations and protected commissions.

The operation of cruise ships carries an inherent risk of loss caused by adverse weather conditions and maritime disasters, including, but not limited to, oil spills and other environmental mishaps, extreme weather [removed: conditions such as hurricanes, floods and typhoons, fire, mechanical failure, collisions, human error, war, terrorism, piracy, political action, civil unrest and insurrection in various countries and other circumstances or events.][added: conditions, fires,]

[added: The operation of cruise ships also involves the risk of other incidents at sea, while in port or during shore excursions operated and/or offered by us and third parties, including] missing guests, inappropriate crew or passenger behavior and onboard crimes, which may bring into question passenger safety, may adversely affect future industry performance and may lead to litigation against us.

It is possible that we could be forced to cancel [removed: a cruise or a series of] cruises due to these factors or incur increased port-related and other costs resulting from such adverse events.

Anything that damages our reputation (whether or not justified), could [added: also] have an adverse impact on demand, which could adversely affect our business, financial condition and results of operations.

Our ability to execute our marketing and growth strategy depends on many factors, including the perceived quality of our services, [removed: the impact of] our communication activities, including advertising, social media, and public relations, and our management of the customer experience, including [removed: direct interfaces] through customer service.

Maintaining, promoting, and positioning our brand are important to expanding our customer base and will depend largely on the success of our marketing efforts and our ability to provide consistent, high-quality customer [removed: experiences.][added: experiences despite any impacts from our cost management and capital allocation strategies.]

We have used, and expect to continue to use, corporate partnerships, brand [removed: ambassadors,] [added: ambassadors and] traditional, [removed: digital,] [added: digital] and social media to promote our business.

Ineffective [removed: marketing, ongoing] [added: marketing] and [removed: sustained] promotional activities, negative publicity, unfair labor practices, and failure to protect the intellectual property rights in our brand are some of the potential threats to the strength of our brand, and those and other factors could rapidly and severely diminish customer confidence in us.

Our business continues to demand the use of sophisticated systems and [removed: technology.][added: technology, including the adoption and use of artificial intelligence (“AI”).]

[removed: We also] [added: In the past, we have not always achieved the anticipated benefits from the implementation of new systems or technologies, and we] may not achieve the benefits that we anticipate from any new system or technology, such as fuel abatement [removed: technologies,] [added: technologies or reservation systems, in the future] and a failure to do so could result in higher than anticipated costs or could impair our operating results.

[added: Adverse changes in the perceived or actual economic climate in North America or globally, such as the volatility of fuel prices, elevated interest rates, which have risen significantly in recent years and may remain at elevated levels or fluctuate, stock and real estate market declines and/or volatility, more restrictive credit markets, higher] unemployment or underemployment rates, inflation, [added: which has moderated from recent historical highs but may persist or re-accelerate,] higher taxes, changes in governmental policies and political developments impacting international trade, trade disputes, increased tariffs or customers’ willingness to travel with us, could reduce the level of discretionary income or consumer confidence in the countries from which we source our guests.

Consequently, this may negatively affect demand for cruise [removed: vacations in these countries, which are a discretionary purchase.][added: vacations.]

As part of our ordinary business operations, we and certain of our third-party service providers collect, process, transmit and store a large volume of personally identifiable [added: information, including sensitive] information.

We experience cybersecurity threats and incidents of varying degrees on our systems and networks and, as a result, unauthorized parties have obtained in the past, and may in the [removed: future obtain,] [added: future, obtain] access to our computer systems and networks, including cloud-based platforms.

In addition, we may not be in a position to promptly address security breaches, unauthorized access or other cybersecurity incidents or to implement adequate preventative measures if we are unable to [removed: immediately detect such incidents.]

In addition, in such events, our credit card processors could hold back payments to create a reserve.

We cannot provide assurances that we would have sufficient liquidity to repay, or the ability to refinance, our debt and derivative contract payables if such amounts were accelerated upon an event of default.

further encumber our assets.

significant costs to replace the counterparty.

Additionally, we have been, and may continue to be, impacted by heightened regulations around customs and border control, travel bans to and from certain geographical areas, voluntary changes to our itineraries in light of geopolitical events, government policies increasing the difficulty of travel and limitations on issuing international travel visas.

mechanical failures, collisions, human error, war, terrorism, piracy, political action, civil unrest and insurrections in various countries and other circumstances or events.

Geopolitical conflicts, including ongoing conflicts, may affect itineraries, destination access, fuel availability and costs, and consumer demand, and may heighten cyber and operational risks.

Economic conditions remain uncertain, and the potential for an economic slowdown or recession could materially reduce consumer discretionary spending, including spending on cruise vacations.

Even absent a recession, sustained elevated interest rates and lingering effects of prior inflationary periods may continue to constrain consumer spending patterns.

Our revenues are also sensitive to the activities of other cruise lines in many areas including pricing, itineraries, capacity and promotions, which can have a material adverse impact not only on our revenues, but also on overall industry revenues.

Threat actors are increasingly leveraging AI to enhance the sophistication, speed, and effectiveness of cyberattacks.

The proliferation of AI tools may lower barriers for threat actors and increase the frequency and severity of attacks we face, and our security measures may not keep pace with these evolving capabilities.

immediately detect such incidents.

Increases in fuel costs are expected as regulatory requirements take effect and alternative fuel demand outpaces infrastructure deployment, and our strategies may not fully offset these pressures.

Actions by activist shareholders that target our company and our business may not align with our business strategies or the best interests of all of our shareholders.

Responding to activist shareholders can be costly and time-consuming, diverting the attention of our Board of Directors and management from the pursuit of our business strategies.

We have incurred, and may in the future incur, significant expenses related to such matters, including legal, financial, advisory and proxy solicitation costs.

Shareholder activism could also give rise to perceived uncertainties as to our future direction, make it more difficult to attract and retain qualified personnel, and cause our share price to fluctuate based on speculative market perceptions that do not reflect our underlying business fundamentals, which could adversely affect our business, financial condition, results of operations and share price.

We currently have certain ship construction contracts and newbuild-related debt denominated in euros.

We are exposed to fluctuations in the euro exchange rate for the portions of the ship construction contracts and euro-denominated debt

that have not been hedged with foreign currency derivatives.

From time to time, we pursue acquisitions and may pursue acquisitions in the future, which are subject to, among other factors, our ability to identify attractive business opportunities and to negotiate favorable terms for such opportunities.

Accordingly, we cannot make any assurances that potential acquisitions will be completed timely or at all, or that if completed, we would realize the anticipated benefits of such acquisitions.

We operate in a highly competitive vacation market, which could adversely affect our results.

We compete in a broad and highly competitive vacation market in which cruising is one of many leisure options available to consumers.

We face competition not only from other cruise lines, but also from a wide range of alternative vacation offerings, including hotels, resorts, short-term lodging providers, theme parks and packaged travel experiences.

Competition within the cruise industry is driven by factors such as pricing, itinerary and destination offerings, ship features, service levels, marketing and travel advisor relationships.

Competitive actions, including changes in pricing, capacity, deployment and promotional activity, may adversely affect our revenues, margins and operating results.

The IMO has also implemented and considered additional requirements for the shipping industry that promote the reduction of GHG emissions.

The provisions of Section 883 are subject to change at any time, possibly with retroactive effect.

Accordingly, there can be no assurance that we will continue to be exempt from U.S. income tax on U.S. source shipping income in the future.

If we were not entitled to the benefit of Section 883, we and our subsidiaries would be subject to U.S. taxation on a portion of the income derived from or incidental to the international operation of our ships, which would reduce our net income.

The global minimum tax rules include three Pillar 2 taxing mechanisms to ensure large multinational businesses pay a minimum effective tax rate of 15% on their profits worldwide.

The primary taxing mechanism is the Qualified Domestic Minimum Top-up Tax (“QDMTT”).

No other taxing mechanisms apply to constituent entities (i.e., NCLH’s group companies) that are tax residents in a jurisdiction that has enacted a QDMTT.

Since Bermuda has not implemented a QDMTT, the other two taxing mechanisms could apply such as the Income Inclusion Rule (“IIR”) or the Undertaxed Profits Rule (“UTPR”).

Even though NCLH and its subsidiaries became subject to the UTPR effective January 1, 2025, the Company does not expect to have a material impact from the UTPR mechanism.

The primary reason for this result is that a large portion of the Company’s shipping income is exempt under the Pillar 2 shipping income exemption rule discussed below.

Similar to Pillar 2, and as described above, the Bermuda Act provides for an

We continued to take what we believe were the necessary steps to meet Bermuda’s economic substance requirements during 2025.

​

If we were to be unable to obtain a covenant waiver under any one or more of these debt facilities or renegotiate these facilities, there can be no assurance that we would be able to raise sufficient debt or equity capital, or divest assets, to refinance or repay such facility or facilities.

With respect to each of these debt facilities, if we were unable to or did not obtain a waiver, renegotiate or refinance or repay such debt facilities, it would lead to an event of default under such facilities, which could lead to an acceleration of the indebtedness under such debt facilities.

In turn, this would lead to an event of default and potential acceleration of amounts due under all of our outstanding debt and derivative contract payables.

under our derivative contracts and to pay amounts that may become due under other agreements.

We began resuming cruise voyages in July 2021 in a phased manner and completed the phased relaunch of our entire fleet in early May 2022.

The operation of cruise ships also involves the risk of other incidents at sea or while in port, including

Adverse changes in the perceived or actual economic climate in North America or globally, such as the volatility of fuel prices, higher interest rates, stock and real estate market declines and/or volatility, more restrictive credit markets, higher

credit card reissuance or replacement, data restoration, regulatory fines and penalties, vendor fines and penalties, legal fees, damages and settlements.

We have implemented a strategy to contract with fuel providers at most ports, with a market-driven pricing structure to support our itineraries.

Increases in fuel costs are predicted for the upcoming years as new regulatory requirements become effective, causing demand for alternative fuels to grow at a faster pace than the supply infrastructure development.

We are actively exploring alternative fuel solutions as regulatory requirements develop to facilitate compliance while working on fuel cost increase protection tools for additional spend mitigation, but we may not be successful in these efforts.

For example, the IMO adopted two requirements that went into effect in 2023, the Carbon Intensity Indicator and Energy Efficiency Ship Index, which each regulate carbon emissions for ships.

The penalty is progressively increased if the ship has a compliance deficit for two or more consecutive reporting periods.

strategic initiatives could also delay or prevent the newbuild delivery, refurbishment and repair and maintenance of our ships.

Subject to applicable insurance

We have historically and may in the future enter into ship construction contracts denominated in euros or other foreign currencies.

While we have entered into foreign currency derivatives to manage a portion of the currency risk associated with such contracts, we are exposed to fluctuations in the euro exchange rate for the portions of the ship construction contracts that have not been hedged.

For example, in 2021, the IMO adopted two requirements that went into effect in 2023, the Carbon Intensity Indicator (the “CII”) and Energy Efficiency Ship Index (the “EEXI”), which each regulate carbon emissions for ships.

The CII is an operational metric designed to measure how efficiently a ship transports goods or passengers by looking at carbon dioxide emissions per nautical mile.

Ships are given an annual rating from A to E with a C or better required for compliance.

For ships that receive a D rating for three consecutive years, or an E rating for one year, a corrective action plan will need to be developed and approved.

Beginning in 2023, ships are now required to reduce carbon intensity by 5% from a 2019 baseline, with 2% incremental improvements each year thereafter until 2030.

The EEXI is a design re-certification requirement that updates energy efficiency requirements for existing ships and regulates carbon dioxide emissions related to installed engine power, transport capacity and ship speed.

areas of focus by the relevant authorities throughout the world.

We believe and have taken the position that substantially all of our income derived from the international operation of ships is properly categorized as shipping income and that we do not have a material amount of non-qualifying income.

It is possible, however, that a much larger percentage of our income does not qualify (or will not qualify) as shipping income.

Finally, any changes in our operations could significantly increase our exposure to either the Net Tax Regime or the 4% Regime (each as defined in “Item 1—Business—Taxation”), and we can give no assurances on this matter.

If we or any of our subsidiaries were not to qualify for the exemption under Section 883, our or such subsidiary’s U.S.-source income would be subject to either the Net Tax Regime or the 4% Regime (each as defined in “Item 1—Business—Taxation”).

As of the date of this filing, we believe that NCLH and its subsidiaries will satisfy the publicly-traded test imposed under Section 883 and therefore believe that NCLH will qualify for the exemption under Section 883.

However, as discussed above, there are factual circumstances beyond our control that could cause NCLH to not meet the stock ownership or publicly-traded tests.

Therefore, we can give no assurances on this matter.

We refer you to “Item 1—Business—Taxation.”

Although the Government of Bermuda has released limited guidance with respect to specific provisions of the Bermuda Act, it is anticipated that further administrative guidance as well as regulatory guidance will be released over the course of the 2025 calendar year and beyond.

applicable jurisdictions and/or may take the decision to re-domicile such entities to different jurisdictions that may have tax regimes and other regulatory regimes which may be less favorable.

_The following discussion and analysis contains forward-looking statements within the meaning of the federal securities [removed: laws,] [added: laws] and should be read in conjunction with the disclosures we make concerning risks and other factors that may affect our business and operating results.

Onboard and other revenue primarily consists of revenue from [removed: casino,] [added: casinos,] beverage sales, shore excursions, specialty dining, retail sales, spa services and Wi-Fi services.

| | ● | Onboard and other primarily consists of direct costs incurred in connection with onboard and other revenue, including [removed: casino,] [added: casinos,] beverage sales and shore excursions. |

We account for Dry-dock costs under the direct expense [removed: method] [added: method,] which requires us to expense all Dry-dock costs as incurred.

If we reduced our estimated weighted average ship service life by one year, depreciation expense for the year ended December 31, [removed: 2024] [added: 2025] would have increased by [removed: $20.5] [added: $22.3] million.

In addition, if our ships were estimated to have no residual value, depreciation expense for the same period would have increased by [removed: $89.7] [added: $94.3] million.

For ship impairment analyses, the lowest level for which identifiable cash flows are largely independent of other assets and liabilities is [added: generally] each individual ship.

It is at our discretion whether to perform the qualitative [removed: test] [added: test,] and we may bypass the qualitative test in any period and proceed directly to the quantitative impairment test.

Each brand, Oceania Cruises, Regent and Norwegian, constitutes a business for which discrete financial information is available and management regularly reviews the operating [removed: results] [added: results,] and, therefore, each brand is considered an operating segment.

As of December 31, [removed: 2024,] [added: 2025,] there was $135.8 million of goodwill for the Regent and Norwegian reporting units.

Trade names were $500.5 million as of December 31, [removed: 2024.][added: 2025.]

As of October 1, [removed: 2024,] [added: 2025,] our annual impairment reviews support the carrying values of these assets.

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

We included this as an adjustment in the reconciliation of Adjusted Net Income since the [removed: benefit] [added: loss] is not representative of our day-to-day operations, and this adjustment did not occur and is not included in the comparative period presented within this Annual Report.

Financing [removed: Transactions and Newbuild Orders][added: Transactions]

The net proceeds, together with cash on hand, were used to redeem [removed: $315.0] [added: $600.0] million aggregate principal amount of [removed: the 3.625%] [added: 8.375%] senior [added: secured notes due 2028 and $1.2 billion aggregate principal amount of 5.875% senior] unsecured notes due [removed: 2024, including to pay] [added: 2026, together with] any accrued and unpaid interest [removed: thereon.]

In January 2025, the full amount of outstanding borrowings under the Breakaway one loan, Breakaway two loan, Marina newbuild loan and Riviera newbuild loan, plus any accrued and unpaid interest thereon, was repaid with funds drawn from the Revolving Loan [removed: Facility.][added: Facility, and the related collateral was also released.]

The net [removed: proceeds,] [added: proceeds from these transactions,] together with cash on hand, were used to [removed: redeem $600.0 million aggregate principal amount] [added: (i) complete the Repurchases] of [removed: 8.375% senior secured notes due 2028] [added: a portion of the 2027 1.125% Exchangeable Notes] and [removed: $1.2 billion aggregate principal amount] [added: 2027 2.50% Exchangeable Notes, (ii) complete the Tender Offer or redeem all] of [removed: 5.875% senior unsecured notes due 2026, together with any accrued] [added: the 2026 Notes, 2027 Notes] and [removed: unpaid interest thereon,] [added: 2029 Notes] and [removed: to] [added: (iii)] pay [removed: any] related [added: accrued and unpaid interest,] transaction premiums, fees and expenses.

Concurrently, the Revolving Loan Facility was increased from $1.2 billion to $1.7 billion with the maturity date extended to [removed: 2030 and the collateral of the Revolving Loan Facility and the 8.125% senior secured notes due 2029 were modified.][added: 2030.]

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

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

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

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

During [removed: 2024,] [added: 2025,] we spent [removed: $47.7] [added: $36.1] million on capital expenditures for projects that are intended to reduce carbon emissions from our existing fleet.

We are also evaluating the effects of global climate [removed: change related] [added: change-related] requirements, which are still evolving, including our ability to mitigate certain future expenses through initiatives to reduce GHG emissions; consequently, the [removed: full] impact to the Company is not [removed: yet] known.

During [removed: 2024,] [added: 2025,] we recognized [removed: $19.3] [added: $34.2] million of expense related to compliance with the E.U. ETS, [removed: a portion] [added: the majority] of which was collected directly from passengers through revenue.

Total revenue increased [removed: 10.9%] [added: 3.7%] to [removed: $9.5] [added: $9.8] billion for the year ended December 31, [removed: 2024] [added: 2025] compared to [removed: $8.5] [added: $9.5] billion for the year ended December 31, [removed: 2023.][added: 2024.]

Capacity Days increased by [removed: 3.5%.][added: 4.2%.]

For the year ended December 31, [removed: 2023,] [added: 2025,] we had net income and diluted EPS of [removed: $166.2] [added: $423.2] million and [removed: $0.39,] [added: $0.92,] respectively.

Operating income increased to [removed: $1.5] [added: $1.6] billion for the year ended December 31, [removed: 2024] [added: 2025] from [removed: $930.9 million] [added: $1.5 billion] for the year ended December 31, [removed: 2023.][added: 2024.]

Adjusted EBITDA increased [removed: 31.7%] [added: 11.4%] to [removed: $2.5] [added: $2.7] billion for the year ended December 31, [removed: 2024] [added: 2025] from [removed: $1.9] [added: $2.5] billion for the year ended December 31, [removed: 2023.][added: 2024.]

The discussion below compares the results of operations for the year ended December 31, [removed: 2024] [added: 2025] to the year ended December 31, [removed: 2023.][added: 2024.]

For a comparison of the Company’s results of operations for the fiscal years ended December 31, [removed: 2023] [added: 2024] to the year ended December 31, [removed: 2022,] [added: 2023,] see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] which was filed with the U.S. Securities and Exchange Commission on February [removed: 28, 2024.][added: 27, 2025.]

We reported total revenue, total cruise operating expense, operating [removed: income and] [added: income,] net income [added: and EPS] as follows (in thousands, except per share data):

| Total revenue | ​ | $ | [removed: 9,479,651] [added: 9,827,592] | ​ | $ | [removed: 8,549,924] [added: 9,479,651] |

| Total cruise operating expense | ​ | $ | [removed: 5,688,696] [added: 5,639,163] | ​ | $ | [removed: 5,468,587] [added: 5,688,696] |

| Operating income | ​ | $ | [removed: 1,465,906] [added: 1,560,868] | ​ | $ | [removed: 930,911] [added: 1,465,906] |

| Net income | ​ | $ | [removed: 910,257] [added: 423,246] | ​ | $ | [removed: 166,178] [added: 910,257] |

| EPS: | ​ | | [added: ​] | ​ | | [added: ​] |

| Basic | ​ | $ | [removed: 2.09] [added: 0.94] | ​ | $ | [removed: 0.39] [added: 2.09] |

For example, for the year ended December 31, 2025, we had a loss of $95.1 million related to the write-off of certain information technology assets.

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

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

To ensure comparability, we have retrospectively applied this adjustment to the corresponding periods in 2024, using a consistent methodology.

The quantitative impact of these adjustments is presented in the accompanying reconciliation tables within this Annual Report.

Non-GAAP diluted weighted-average shares are calculated using the treasury stock method to calculate the effect of restricted share units and options and the if-converted method to calculate the effect of convertible instruments.

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

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

thereon, and to pay any related transaction premiums, fees and expenses.

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

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

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

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

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

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

The collateral of the Revolving Loan Facility was also modified.

The Company enters 2026 against a pressured backdrop as it is slightly below the optimal booking range following certain execution missteps in aligning our commercial strategy with our deployment.

First-quarter performance reflects the absorption of a material increase in capacity in the Caribbean, while longer-term demand trends remain constructive.

The Company’s deployment shift is resulting in higher load factors.

Demand has been particularly strong across the Company’s luxury brands which benefit from longer booking curves.

Strategic Destination Investment

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

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

This is in addition to the previously announced pier, pool, family splash pad, welcome center and tram, which opened in 2025.

The second side of the pier is also expected to open in the summer of 2026.

Strategic Cost Optimization and Macroeconomic Trends

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

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

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

While macroeconomic headwinds or misalignment between our commercial strategy and deployment have and may put pressures on revenue, we believe these impacts may be at least partially offset through the continued execution of our cost optimization efforts.

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

various exchange rates for customer deposits that have not been hedged.

We had Adjusted Net Income and Adjusted EPS of $1.0 billion and $2.11, respectively, for the year ended December 31, 2025, including $607.6 million of adjustments primarily related to certain euro foreign currency remeasurements and losses on extinguishment and modification of debt, compared to Adjusted Net Income and Adjusted EPS of $911.7 million and $1.77, respectively, for the year ended December 31, 2024.

| ​ | ​ ​ ​ | 2025 | | ​ ​ ​ | 2024 | |

| ​ | ​ ​ ​ | 2025 | ​ ​ ​ | 2024 | ​ ​ ​ |

| ​ | 2025 | ​ ​ ​ | 2024 | ​ ​ ​ |

| ​ | ​ | ​ | 2025 | ​ | 2024 | |

| Total revenue | ​ | $ | 9,827,592 | ​ | $ | 9,479,651 |

| Ship depreciation | ​ | ​ | 902,012 | ​ | ​ | 825,493 |

| ​ | ​ | 2025 | | | 2024 | |

In measuring our ability to control costs in a manner that

For example, for the year ended December 31, 2024, we had a benefit of $161.9 million related to the reversal of the majority of our U.S. deferred tax asset valuation allowance.

In February 2024, NCLC and the Commitment Parties entered into the third amended commitment letter, which became effective in March 2024.

Pursuant to the third amended commitment letter, the Commitment Parties have agreed to purchase from NCLC an aggregate principal amount of $650 million of senior unsecured notes due five years after the issue date at NCLC’s option, which option is available through March 2025 and we do not expect to extend.

In connection with the execution of the third amended commitment letter, NCLC agreed to repurchase all of the outstanding $250 million aggregate principal amount of 9.75% senior secured notes due 2028 at a negotiated premium plus accrued and unpaid interest thereon.

See Note 9 – “Long-Term Debt” for more information.

In April 2024, we obtained export credit financing for 80% of the contract price of two new Regent Seven Seas Cruises ship orders and two new Oceania Cruises ship orders as well as related premiums.

Contemporaneously, the ship orders became effective.

The Norwegian brand also placed a four-ship order, for which the shipbuilding contracts were finalized in February 2025 and financing is still being finalized.

We refer you to “—Liquidity and Capital Resources— Future Capital Commitments” and “—Liquidity and Capital Resources— Material Cash Requirements” for details regarding our newbuild orders.

Additionally, in April 2024, a €200 million commitment became available that can be used for future newbuild payments.

In September 2024, NCLC issued $315.0 million aggregate principal amount of 6.250% senior unsecured notes due 2030.

The Company continues to experience strong consumer demand for its offerings across itineraries and brands throughout 2025 and into 2026.

As a result, the Company remains at the upper range of its optimal booked position on a 12-month forward basis.

Margin Enhancement Initiative

During 2024, we continued to see improvements in operating costs from our ongoing margin enhancement initiative.

The Company continues to prioritize identifying and evaluating a variety of initiatives to improve its cost structure and margin profile, while preserving its brand equity and optimal guest satisfaction levels.

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

Deferred Tax Asset Valuation Allowance and Income Tax Expense

The Company continues to maintain a full valuation allowance against the net deferred tax assets in the Bermuda jurisdiction, which has a balance of $547.8 million as of December 31, 2024, primarily related to a 3-year cumulative loss.

Although the Pillar 2 rules became effective in Bermuda as of January 1, 2025, the Company does not expect to have a material change in its income tax expense for 2025.

Additionally, the Company previously provided a full valuation allowance against the net deferred tax assets in the U.S. jurisdiction.

As discussed in Note 12 – “Income Taxes” to our financial statements, during the fourth quarter of 2024, the Company released $161.9 million of the valuation allowance related to its U.S. net deferred tax assets, resulting in a non-cash benefit to income tax expense.

In determining the need for a valuation allowance, the Company considers both the positive and negative evidence including its ability to forecast future operating results, historical tax losses and its ability to utilize deferred tax assets within the requisite carryforward periods.

After weighing all of the evidence, the Company determined that the positive evidence outweighed the negative evidence and concluded that it is more likely than not that the majority of the U.S. net deferred tax assets will be realized.

The positive evidence considered by the Company includes continuous improvement in its operating results and profitability, implementation of certain tax planning actions, its projections showing sufficient utilization of tax attributes within their requisite carryforward periods, the non recurring nature of the losses tied to the suspension of sailings due to COVID-19 and not having a history of expiration of tax attributes.

The negative evidence considered includes that the Company has been in a three-year cumulative book loss position for the past four years.

The Company continues to maintain a valuation allowance against the deferred tax assets for which it concluded it is more likely than not they will not be realized.

The Company will continue to evaluate all relevant positive and negative evidence in monitoring the realizability of its deferred tax assets and determining the appropriate timing for the recognition of any additional valuation allowance reversal.

The ultimate realization of the Company’s deferred tax assets is dependent upon a number of uncertainties including future taxable income of the appropriate character during the requisite carryforward periods.

We had Adjusted Net Income and Adjusted EPS of $937.5 million and $1.82, respectively, for the year ended December 31, 2024, including $(36.0) million of adjustments primarily consisting of the reversal of a valuation allowance partially offset by share-based compensation, compared to Adjusted Net Income and Adjusted EPS of $298.0 million and $0.70, respectively, for the year ended December 31, 2023.

| --- | --- | --- | --- | --- | --- | --- |

| ​ | | 2024 | | | 2023 | |

| ​ | | 2024 | | 2023 | |

| ​ | 2024 | | 2023 | |

| ​ | ​ | ​ | 2024 | ​ | 2023 | |

| ​ | ​ | 2024 | | | 2023 | |

| Adjusted Net Income | ​ | $ | 937,525 | ​ | $ | 297,979 |

| Adjusted EPS | ​ | $ | 1.82 | ​ | $ | 0.70 |

As of December 31, 2024, our liquidity of approximately $2.0 billion consisted of cash and cash equivalents of $190.8 million, borrowings available of $955.0 million under our Revolving Loan Facility, a €200 million commitment that can be used for future newbuild payments and a $650 million undrawn commitment less related fees.

As of December 31, [removed: 2023, 95%] [added: 2025, 90%] of our debt was fixed and [removed: 5%] [added: 10%] was variable.

The change in our fixed rate percentage from December 31, [removed: 2023] [added: 2024] to December 31, [removed: 2024] [added: 2025] was primarily due to the addition of variable rate debt [removed: and] [added: proportionally higher than] the [removed: extinguishment] [added: addition] of [removed: certain] fixed rate [removed: debt with variable rate] debt.

Based on our December 31, [removed: 2024] [added: 2025] outstanding variable rate debt balance, a one percentage point increase in annual Term SOFR interest rates would increase our annual interest expense by approximately [removed: $7.8] [added: $15.0] million excluding the effects of capitalization of interest.

As of December 31, [removed: 2024,] [added: 2025,] we had foreign currency derivatives to hedge the exposure to volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros.

As of December 31, 2024, the payments not hedged aggregated €16.0 billion, or $16.6 [removed: billion] [added: billion,] based on the euro/U.S. dollar exchange rate as of December 31, 2024.

As of December 31, [removed: 2023,] [added: 2025,] the payments not hedged aggregated [removed: €5.4] [added: €16.4] billion, or [removed: $6.0 billion,] [added: $19.3 billion] based on the euro/U.S. dollar exchange rate as of December 31, [removed: 2023.][added: 2025.]

We estimate that a 10% change in the euro as of December 31, [removed: 2024] [added: 2025] would result in a [removed: $1.7] [added: $1.9] billion change in the U.S. dollar value of the foreign currency denominated remaining payments.

Fuel expense, as a percentage of our total cruise operating expense, was [removed: 12.3%] [added: 12.0%] for the year ended December 31, [removed: 2024] [added: 2025] and [added: 12.3% for the year ended December 31, 2024.]

We use fuel derivative agreements to mitigate the financial impact of fluctuations in fuel prices and as of December 31, [removed: 2024,] [added: 2025,] we had hedged approximately [removed: 56%] [added: 51%] and [removed: 21%] [added: 22%] of our [removed: 2025 and] 2026 [added: and 2027] projected metric tons of fuel purchases, respectively.

As of December 31, [removed: 2023,] [added: 2024,] we had hedged approximately 21% of our [removed: 2025] [added: 2026] projected metric tons of fuel purchases.

Additional fuel swaps were executed between December 31, [removed: 2023] [added: 2024] to December 31, [removed: 2024] [added: 2025] to lower our fuel price risk.

We estimate that a 10% increase in our weighted-average fuel price would increase our anticipated [removed: 2025] [added: 2026] fuel expense by [removed: $65.1] [added: $66.2] million.

This increase would be partially offset by an increase in the fair value of our fuel swap agreements of [removed: $34.7] [added: $27.6] million.

The change from December 31, 2024 to December 31, 2025 was primarily due to the addition of confirmed ship construction contracts and an increase in the contract prices of our Norwegian ships to be delivered from 2030 through 2036 offset by the delivery of Norwegian

Aqua and Oceania Allura.

Additionally, in 2025, we borrowed debt denominated in euros in connection with our newbuild program.

Net gains and losses recognized in other income (expense), net from exchange rate remeasurements on euro-denominated debt were losses of $135.4 million and gains of $25.8 million for the years ended December 31, 2025 and December 31, 2024, respectively.

As of December 31, 2025, the total aggregate euro-denominated debt balance not hedged was approximately €1.7 billion, or $2.0 billion based on the euro/U.S. dollar exchange rate as of December 31, 2025.

We estimate that a 10% change in the euro as of December 31, 2025 would result in a $199.9 million change in the U.S. dollar value of the foreign currency denominated debt principal not hedged.

The change from December 31, 2023 to December 31, 2024 was primarily due to the eight new effective newbuild agreements, which excludes the two ships on order for Oceania Cruises, which are currently scheduled for delivery in 2030 and 2031, that we have the option to cancel.

13.1% for the year ended December 31, 2023.

In January 2013, NCLH completed its [removed: IPO] [added: initial public offering] and the ordinary shares of NCLC were exchanged for the ordinary shares of NCLH, and NCLH became the owner of 100% of the ordinary shares and parent company of NCLC.

[removed: During the fourth quarter of] [added: In late] 2023, in response to the Organisation for Economic Co-operation and Development (“OECD”)’s BEPS 2.0 Pillar 2 global tax reform, the Company restructured its organizational structure by realigning many of its operations across its three different brands into a single jurisdiction, Bermuda.

All brands also offer a selection of shore excursions at each port of [removed: call] [added: call,] as well as air transportation and hotel packages for stays before or after a voyage.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 32] [added: 34] ships with approximately [removed: 66,500] [added: 71,400] Berths.

[removed: The Company expects] [added: We expect] to add [removed: 13] [added: 17] additional ships to our fleet from [removed: 2025] [added: 2026] through [removed: 2036.][added: 2037.]

For the Norwegian brand, we have [removed: four] [added: three] Prima Class Ships on order with currently scheduled delivery dates from [removed: 2025] [added: 2026] through 2028.

We also have orders for three new classes of ships: [removed: four Oceania Cruises ships] [added: five Sonata Class Ships] with deliveries currently scheduled from 2027 through [removed: 2031, two] [added: 2037, four] Prestige Class Ships with deliveries currently scheduled [removed: in] [added: from] 2026 [removed: and 2029] [added: through 2036] and [removed: four] [added: five] Norwegian Cruise Line ships with deliveries currently scheduled from 2030 through [removed: 2036.][added: 2037.]

| Ship (1) | [added: ​ ​ ​] | YearBuilt | [removed: | Primary Areas of Operation | |]

| Norwegian | ​ | [removed: |] ​ | [removed: | ​ |]

| Norwegian Luna [removed: (2)] [added: (3)] | ​ | 2026 | [removed: ​ | The Bahamas, Caribbean | ​ |]

| Norwegian Aqua [removed: (3)] | ​ | 2025 | [removed: ​ | Bermuda, Europe, Caribbean | ​ |]

| Norwegian Viva | ​ | 2023 | [removed: ​ | The Bahamas, Caribbean, Europe | ​ |]

| Norwegian Epic | ​ | 2010 | [removed: ​ | The Bahamas, Caribbean, Europe | ​ |]

| Pride of America | ​ | 2005 | [removed: ​ | Hawaii | ​ |]

| Oceania Cruises | ​ | ​ | [removed: ​ | | ​ |]

| Regent | [removed: | | |] [added: ​ ​ ​] | [added: ​] |

| Seven Seas Prestige (5) | ​ | 2026 | [removed: ​ | The Bahamas, Caribbean, Central America, Europe | ​ |]

| Seven Seas Explorer | ​ | 2016 | [removed: ​ | Alaska, Asia, Australia & New Zealand | ​ |]

| (1) | The table above does not include the [removed: nine] [added: 13] additional ships on [removed: order (excluding two ships with options to cancel).] [added: order.] |

| [removed: (2)] [added: (3)] | The fourth of the Prima Class Ships, which is expected to be delivered in 2026. |

| [removed: (3)] [added: (2)] | The [removed: third] [added: fifth] of the Prima Class Ships, which is expected to be delivered in [removed: 2025.] [added: 2027.] |

| (4) | The [removed: second] [added: first] of the [removed: Allura] [added: Sonata] Class Ships, which is expected to be delivered in [removed: 2025.] [added: 2027.] |

Our portfolio of three award-winning brands operates a combined [removed: 32 ships] [added: 34 ships,] ranging in size from approximately 500 to over 4,000 Berths.

Norwegian’s ships cater to a variety of travelers with up to 20 dining [removed: options;] [added: options on select ships;] various attractions, including the world’s [removed: only racetracks] [added: first hybrid rollercoaster and waterslide] at sea; a wide array of entertainment options; full-service spas at sea; and a diverse range of accommodations, including luxury suites in The Haven, studio staterooms designed and priced for [removed: the] solo [removed: traveler] [added: travelers] and everything in between.

Oceania Cruises’ award-winning onboard dining, with multiple open seating dining venues, is a central highlight of its cruise [removed: experience.][added: experience, complemented by destination-focused itineraries that emphasize immersive, in-depth exploration.]

Regent’s all-inclusive fare includes unlimited shore excursions in every port, a one-night pre-cruise hotel package in Concierge Suites and higher, specialty dining, unlimited premium beverages, including fine wines and spirits, pre-paid gratuities, unlimited [removed: Starlink] Wi-Fi, valet laundry service and other amenities.

Our target demographic consists primarily of [removed: high-net-worth] [added: seasoned] travelers [added: and premium families] who appreciate upscale experiences.

This customer base has proven to be resilient during economic downturns and [removed: demonstrates] [added: delivers] strong repeat booking patterns.

_Diversified Itinerary [removed: Mix_][added: Mix Catering to Guest Demographics_]

We have a wide variety of itineraries to [removed: over] [added: approximately] 700 ports around the world.

Our brands offer diverse itineraries to [removed: worldwide] [added: global] destinations including Europe, Asia, Australia, New Zealand, South America, Africa, Canada, Bermuda, the Caribbean, Alaska and Hawaii.

[removed: *Reduce leverage and optimize our balance sheet*][added: *Optimize Our Balance Sheet*]

In [removed: 2024 and] 2025, we continued to take actions to improve our capital structure as part of our long-term financial strategy.

The [removed: third and] fourth Prima Class [removed: Ships] [added: Ship] will be approximately [removed: 156,000] [added: 154,000] Gross Tons with [removed: 3,550] [added: 3,565] Berths, and the fifth and sixth Prima Class Ships will [added: each] be approximately [removed: 169,000] [added: 170,000] Gross Tons with [removed: 3,850] [added: 3,880] Berths.

For the Norwegian brand, we also have an order for [removed: four] [added: five] additional ships, each at approximately [removed: 225,000] [added: 227,000] Gross Tons and [removed: 5,150] [added: 5,000] Berths, with currently scheduled delivery dates from 2030 through [removed: 2036.][added: 2037.]

For the Oceania Cruises brand, we [removed: also] have an order for [removed: 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),] [added: five Sonata Class Ships,] each at approximately 86,000 Gross Tons and [removed: 1,450] [added: 1,390] Berths, with currently scheduled delivery dates from 2027 through [removed: 2031.][added: 2037.]

For the Regent Seven Seas Cruises brand, we have an order for [removed: two] [added: four] Prestige Class Ships, each at approximately 77,000 Gross Tons and [removed: 850] [added: 822] Berths, with currently scheduled delivery dates [removed: in] [added: from] 2026 [removed: and 2029.][added: through 2036.]

The impacts of initiatives to improve environmental sustainability and modifications [removed: the Company] [added: that NCLH] plans to make to its newbuilds [removed: and/or other macroeconomic conditions] [added: to improve their profitability] and [removed: events] [added: better space out the newbuilds, along with shipyard availability,] have resulted in [removed: delays in] [added: us resetting delivery dates for certain] expected ship deliveries.

For ships [removed: on order,] [added: with effective orders,] excluding the two [removed: ships] [added: Sonata Class Ships] on order for Oceania Cruises [removed: that we have the option to cancel] [added: with currently scheduled delivery in 2032] and [added: 2035 and] the [removed: four] [added: two] additional ships on order for Norwegian Cruise Line with currently scheduled delivery [removed: from 2030 to] [added: in 2034 and] 2036, we have obtained export credit [removed: financing] [added: financing,] which is expected to fund approximately 80% of the contract price of each [removed: ship] [added: ship,] as well as related financing premiums, subject to certain conditions.

[removed: The] [added: Our global sustainability program,] Sail & [removed: Sustain program] [added: Sustain,] is centered around five pillars: [removed: Reducing Environmental Impact,] [added: Caring for Nature,] Sailing Safely, Empowering People, Strengthening Our Communities and Operating with Integrity and Accountability.

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 following table presents information about our ships:

| ​ ​ ​ ​ ​ | | |

| ​ ​ ​ | | |

| Norwegian Aura (2) | ​ | 2027 |

| Norwegian Prima | ​ | 2022 |

| Norwegian Encore | ​ | 2019 |

| Norwegian Bliss | ​ | 2018 |

| Norwegian Joy | ​ | 2017 |

| Norwegian Escape | ​ | 2015 |

| Norwegian Getaway | ​ | 2014 |

| Norwegian Breakaway | ​ | 2013 |

| Norwegian Gem | ​ | 2007 |

| Norwegian Jade | ​ | 2006 |

| Norwegian Pearl | ​ | 2006 |

| Norwegian Jewel | ​ | 2005 |

| Norwegian Dawn | ​ | 2002 |

| Norwegian Star | ​ | 2001 |

| Norwegian Sun | ​ | 2001 |

| Norwegian Sky | ​ | 1999 |

| Norwegian Spirit | ​ | 1998 |

| Oceania Sonata (4) | ​ | 2027 |

| Oceania Allura | ​ | 2025 |

| Oceania Vista | ​ | 2023 |

| Oceania Riviera | ​ | 2012 |

| Oceania Marina | ​ | 2011 |

| Oceania Nautica | ​ | 2000 |

| Oceania Sirena | ​ | 1999 |

| Oceania Regatta | ​ | 1998 |

| Oceania Insignia | ​ | 1998 |

| Seven Seas Grandeur | ​ | 2023 |

| Seven Seas Splendor | ​ | 2020 |

| Seven Seas Voyager | ​ | 2003 |

| Seven Seas Mariner | ​ | 2001 |

| Seven Seas Navigator | ​ | 1999 |

Our corporate strategy is based on people excellence, a guest-centric product offering, a scalable long-term growth platform and a focus on exceptional performance, all underpinned by our commitment to sustainability.

On January 7, 2026, Oceania Cruises began exclusively welcoming guests aged 18 and older for all new reservations for future voyages, elevating the onboard ambiance and responding to the preferences of its guests.

The Company also operates two private destinations: Great Stirrup Cay in The Bahamas and Harvest Caye in Belize.

Recent enhancements to Great Stirrup Cay, which include a new pier, an expansive pool area with a splash pad for children, the private adults-only Vibe Shore Club and other amenities, help our voyages further appeal to our target demographics.

These amenities will be enhanced in the summer of 2026 with the opening of the Great Tides Waterpark with 19 waterslides, an 800-foot dynamic river and additional experiences.

For Oceania Cruises, we have one Allura Class Ship on order for delivery in 2025.

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

The following table presents information about our ships and their primary areas of operation based on current and future itineraries, which are subject to change.

| ​ | | | | | |

| --- | --- | --- | --- | --- | --- |

| Norwegian Prima | ​ | 2022 | ​ | The Bahamas, Bermuda, Caribbean, Europe | ​ |

| Norwegian Encore | ​ | 2019 | ​ | Alaska, The Bahamas, Caribbean, Central America, Mexico-Pacific, U.S. West Coast | ​ |

| Norwegian Bliss | ​ | 2018 | ​ | Alaska, The Bahamas, Caribbean, Central America, Europe, Mexico-Pacific, U.S. West Coast | ​ |

| Norwegian Joy | ​ | 2017 | ​ | Alaska, The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Mexico-Pacific, U.S. West Coast | ​ |

| Norwegian Escape | ​ | 2015 | ​ | The Bahamas, Bermuda, Canada & New England, Caribbean, Europe | ​ |

| Norwegian Getaway | ​ | 2014 | ​ | The Bahamas, Bermuda, Canada & New England, Caribbean, Europe | ​ |

| Norwegian Breakaway | ​ | 2013 | ​ | The Bahamas, Bermuda, Canada & New England, Caribbean, Europe | ​ |

| Norwegian Gem | ​ | 2007 | ​ | The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe | ​ |

| Norwegian Jade | ​ | 2006 | ​ | Alaska, Asia, The Bahamas, Caribbean, Central America, Europe, Mexico-Pacific, U.S. West Coast | ​ |

| Norwegian Pearl | ​ | 2006 | ​ | The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe | ​ |

| Norwegian Jewel | ​ | 2005 | ​ | Alaska, Asia, Bermuda, Caribbean, Central America, Mexico-Pacific, U.S. West Coast | ​ |

| Norwegian Dawn | ​ | 2002 | ​ | Africa, Asia, The Bahamas, Caribbean, Europe | ​ |

| Norwegian Star | ​ | 2001 | ​ | Antarctica, Central America, Europe, Mexico-Pacific, South America | ​ |

| Norwegian Sun | ​ | 2001 | ​ | Alaska, Asia, The Bahamas, Central America, Hawaii, Mexico-Pacific, South America, South Pacific, U.S. West Coast | ​ |

| Norwegian Sky | ​ | 1999 | ​ | Africa, Asia, The Bahamas, Canada & New England, Caribbean, Central America, Europe | ​ |

| Norwegian Spirit | ​ | 1998 | ​ | Alaska, Asia, Australia & New Zealand, Hawaii, South Pacific | ​ |

| Oceania Allura (4) | ​ | 2025 | ​ | The Bahamas, Canada & New England, Caribbean, Europe | ​ |

| Oceania Vista | ​ | 2023 | ​ | Africa, Asia, The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe, Mexico-Pacific, South America, South Pacific | ​ |

| Oceania Riviera | ​ | 2012 | ​ | Africa, Alaska, Asia, Australia & New Zealand, Europe, South Pacific | ​ |

| Oceania Marina | ​ | 2011 | ​ | Africa, Antarctica, Bermuda, Canada & New England, Caribbean, Central America, Europe, South America | ​ |

| Oceania Nautica | ​ | 2000 | ​ | Africa, Asia, Australia & New Zealand, Bermuda, Canada & New England, Caribbean, Central America, Europe, Hawaii, South Pacific | ​ |

| Oceania Sirena | ​ | 1999 | ​ | Asia, The Bahamas, Bermuda, Caribbean, Central America, Europe, South Pacific | ​ |

| Oceania Regatta | ​ | 1998 | ​ | Africa, Alaska, Asia, Australia & New Zealand, Hawaii, Mexico-Pacific, South Pacific, U.S. West Coast | ​ |

| Oceania Insignia | ​ | 1998 | ​ | Africa, Antarctica, Asia, Australia & New Zealand, Bermuda, Canada & New England, Caribbean, Central America, Europe, Hawaii, Mexico-Pacific, South America, South Pacific, U.S. West Coast | ​ |

| Seven Seas Grandeur | ​ | 2023 | ​ | The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe, Mexico-Pacific | ​ |

| Seven Seas Splendor | ​ | 2020 | ​ | Africa, Antarctica, The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe, Mexico-Pacific, South America | ​ |

| Seven Seas Voyager | ​ | 2003 | ​ | Africa, Asia, Antarctica, Australia & New Zealand, Europe, South America, South Pacific | ​ |

| Seven Seas Mariner | ​ | 2001 | ​ | Africa, Alaska, Asia, Australia & New Zealand, The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe, Hawaii, Mexico-Pacific, South America, South Pacific, U.S. West Coast | ​ |

| Seven Seas Navigator | ​ | 1999 | ​ | Africa, Asia, Australia & New Zealand, The Bahamas, Bermuda, Caribbean, Europe, South Pacific | ​ |

Our corporate strategy is based on four pillars and bolstered by our commitment to sustainability.

_People Excellence_

We seek to foster a culture based on innovation, collaboration, transparency and passion while supporting our team members to reach their full potential by developing talent both shoreside and shipside.

_Guest Centric Product Offering_

We seek to deliver vacations that our guests value, providing digital and other tools to make it easier for them to curate their experience throughout the customer journey.

We are focused on delivering exceptional onboard experiences, focusing on capturing more pre-cruise spend.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| Title of each class | [added: ​ ​ ​] | Trading Symbol(s) | [added: ​ ​ ​] | Name of each exchange on which registered |

As of June 30, [removed: 2024,] [added: 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of voting stock held by non-affiliates of the registrant based upon the closing sales price for the registrant’s ordinary shares as reported on The New York Stock Exchange was [removed: $8.2] [added: $9.0] billion.

There were [removed: 439,944,822] [added: 455,545,641] ordinary shares outstanding as of February 17, [removed: 2025.][added: 2026.]

Portions of the Proxy Statement for the registrant’s [removed: 2025] [added: 2026] Annual General Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2024,] [added: 2025,] are incorporated by reference in Part III herein.

| [Item 1A.](#Item1ARiskFactors_560063) | [Risk Factors](#Item1ARiskFactors_560063) | [removed: 30] [added: 28] |

| [Item 1B.](#Item1BUnresolvedStaffComments_860256) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_860256) | [removed: 44] [added: 42] |

| [Item 1C.](#Item1CCybersecurity) | [Cybersecurity](#Item1CCybersecurity) | [removed: 44] [added: 42] |

| [Item 2.](#Item2Properties_501929) | [Properties](#Item2Properties_501929) | [removed: 45] [added: 43] |

| [Item 3.](#Item3LegalProceedings_239827) | [Legal Proceedings](#Item3LegalProceedings_239827) | [removed: 45] [added: 44] |

| [Item 4.](#Item4MineSafetyDisclosures_474955) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_474955) | [removed: 45] [added: 44] |

| [Item 5.](#Item5MarketforRegistrantsCommonEquity_53) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquity_53) | [removed: 46] [added: 45] |

| [Item 6.](#Item6Reserved) | [\[Reserved\]](#Item6Reserved) | [removed: 47] [added: 46] |

| [Item 7.](#Item7ManagementsDiscussionandAnalysis_58) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysis_58) | [removed: 48] [added: 47] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures about Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 62] [added: 61] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 63] [added: 62] |

| [Item 9.](#Item9ChangesInandDisagreementsWithAccoun) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#Item9ChangesInandDisagreementsWithAccoun) | [removed: 63] [added: 62] |

| [Item 9A.](#Item9AControlsandProcedures_599198) | [Controls and Procedures](#Item9AControlsandProcedures_599198) | [removed: 63] [added: 62] |

| [Item 9B.](#Item9BOtherInformation_195488) | [Other Information](#Item9BOtherInformation_195488) | [removed: 64] [added: 63] |

| [Item 9C.](#Item9CDisclosureRegardingForeignJurisdic) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 64] [added: 63] |

| [Item 10.](#Item10DirectorsExecutiveOfficers_706917) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficers_706917) | [removed: 65] [added: 64] |

| [Item 11.](#Item11ExecutiveCompensation_622713) | [Executive Compensation](#Item11ExecutiveCompensation_622713) | [removed: 65] [added: 64] |

| [Item 12.](#Item12SecurityOwnershipofCertain_548787) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertain_548787) | [removed: 65] [added: 64] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 65] [added: 64] |

| [Item 14.](#Item14PrincipalAccountingFeesandServices) | [Principal Accounting Fees and Services](#Item14PrincipalAccountingFeesandServices) | [removed: 65] [added: 64] |

| [Item 15.](#Item15ExhibitsFinancialStatement_319310) | [Exhibits, Financial Statement Schedules](#Item15ExhibitsFinancialStatement_319310) | [removed: 66] [added: 65] |

References to the “U.S.” are to the United States of America, and “dollars” or “$” are to U.S. dollars, the “U.K.” are to the United Kingdom, [removed: “British Pound Sterling” or] “£” are to the official currency of the U.K. and “euros” or “€” are to the official currency of the Eurozone.

| | ● | [removed: _2024] [added: _2025] Exchangeable Notes._ On [removed: May 8,] [added: July 21,] 2020, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, NCLC issued [removed: $862.5] [added: $450.0] million aggregate principal amount of exchangeable senior notes due [removed: 2024.] [added: 2025.] |

| | ● | _Adjusted Gross Margin._ Gross margin adjusted for payroll and related, fuel, food, other and ship [removed: depreciation.] [added: depreciation expenses.] Gross margin is calculated pursuant to GAAP as total revenue less total cruise operating expense and ship depreciation. |

| | ● | _Adjusted Net Income._ Net income [removed: (loss)] adjusted for the effect of dilutive securities and other supplemental adjustments. |

| | ● | _Berths._ Double occupancy capacity per cabin (single occupancy per studio [removed: cabin)] [added: cabin),] even though many cabins can accommodate three or more passengers. |

| | ● | _EPS._ Earnings [removed: (loss)] per share. |

| | ● | _Prestige Class Ships._ Regent’s Seven Seas Prestige and [removed: one] [added: three] additional [removed: ship] [added: ships] on order. |

| | ● | _Prima Class Ships._ Norwegian Prima, Norwegian Viva, Norwegian Aqua, Norwegian [removed: Luna] [added: Luna, Norwegian Aura] and [removed: two] [added: one] additional [removed: ships] [added: ship] on order. |

| | ● | _Revolving Loan Facility._ [removed: $1.7] [added: Approximately $2.5] billion senior secured revolving credit facility, among NCLC, as borrower, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. [removed: The revolving credit facility was increased from $1.2 billion as of December 31, 2024.] |

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

| | ● | adverse general economic factors, such as fluctuating or increasing levels of interest rates, inflation, unemployment, [removed: underemployment] [added: underemployment, tariff increases] and [added: trade wars,] the volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence; |

| | ● | our ability to work with lenders and others or otherwise pursue options to defer, renegotiate, refinance or restructure our existing debt profile, near-term debt amortization, [removed: newbuild related] [added: newbuild-related] payments and other obligations and to work with credit card processors to satisfy current or potential future demands for collateral on cash advanced from customers relating to future cruises; |

| | ● | the unavailability of ports of [removed: call;] [added: call and the impacts of port and destination fees and expenses;] |

| | ● | future increases in the price of, or major changes, disruptions or [removed: reduction] [added: reductions] in, commercial airline services; |

| | ● | _2030 0.875% Exchangeable Notes_. On April 7, 2025, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank Trust Company, National Association, as trustee, NCLC issued $353.9 million aggregate principal amount of exchangeable senior notes due 2030. |

| | ● | _2030 0.750% Exchangeable Notes_. September 11, 2025, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank Trust Company, National Association, as trustee, NCLC issued $1,407.0 million aggregate principal amount of exchangeable senior notes due 2030. |

| | ● | _Sonata Class Ships_. Oceania Sonata, Oceania Arietta and three additional ships on order. |

| | ● | shareholder activism and/or proxy contests; |

| --- | --- | --- |

| --- | --- | --- |

Such forward-looking statements are based on our current

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

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

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

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

| | ● | _Breakaway Plus Class Ships._ Norwegian Escape, Norwegian Joy, Norwegian Bliss and Norwegian Encore. |

| | ● | _IPO._ The initial public offering of 27,058,824 ordinary shares, par value $0.001 per share, of NCLH, which was consummated on January 24, 2013. |

They are trained and equipped to identify, contain, analyze and investigate any perceived security [removed: threats] [added: threats,] as well as assist internal users with any [removed: information security questions or reported issues, such as phishing/scam emails, information security concerns and security solution related access or performance issues.]

We generally require that third-party service providers that [removed: access,] [added: access or] host our data, or could otherwise introduce cybersecurity risk to us, enter into contracts that obligate them to manage their cybersecurity risks in certain ways and report any cybersecurity incidents to us.

The Audit Committee of our Board of Directors also receives updates, at least annually, from our Chief [removed: Information] [added: Technology] Officer and/or Chief Information Security Officer regarding cybersecurity and other information system compliance matters that may pose risks to our financial reporting or operations.

Our Chief Information Security Officer has [added: over] 25 years of prior experience in the fields of information systems, cybersecurity, risk management, and infrastructure management.

Our Chief Information Security Officer holds master’s and bachelor’s degrees in both Computer Information Systems and Business Administration and the following certifications: Certified Internal Controls Auditor (CICA), Payment Card Industry Professional (PCIP), Certified [added: Information Systems Security Professional (CISSP), Certified Information Systems Auditor (CISA) and Certified in Risk and Information Systems Control (CRISC).]

information security questions or reported issues, such as phishing/scam emails, information security concerns and security solution related access or performance issues.

Information Systems Security Professional (CISSP), Certified Information Systems Auditor (CISA) and Certified in Risk and Information Systems Control (CRISC).

As of February 17, [removed: 2025,] [added: 2026,] there were [removed: 282] [added: 269] record holders of NCLH’s ordinary shares.

The Stock Performance Graph assumes that $100 was invested at the closing price of our ordinary shares on the NYSE and in each index on the last trading day of fiscal [removed: 2019.][added: 2020.]

[removed: ][added: ]

Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of December 31, [removed: 2024.][added: 2025.]

Based upon management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2024,] [added: 2025,] to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation under the COSO Framework, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report, as stated in their report, which is included on page F-1.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended December 31, [removed: 2024,] [added: 2025,] 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).

Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in Part I of this Annual Report, and except as disclosed below with respect to our Code of Ethical Business Conduct, the information required under Item 10 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2024] [added: 2025] in connection with our [removed: 2025] [added: 2026] Annual General Meeting of Shareholders.

The information required under Item 11 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2024] [added: 2025] in connection with our [removed: 2025] [added: 2026] Annual General Meeting of Shareholders.

The information required under Item 12 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2024] [added: 2025] in connection with our [removed: 2025] [added: 2026] Annual General Meeting of Shareholders.

The information required under Item 13 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2024] [added: 2025] in connection with our [removed: 2025] [added: 2026] Annual General Meeting of Shareholders.

The information required under Item 14 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2024] [added: 2025] in connection with our [removed: 2025] [added: 2026] Annual General Meeting of Shareholders.

Schedule II: Valuation and Qualifying Accounts for the three years ended December 31, [removed: 2024] [added: 2025] are included on page 81.

| Exhibit Number | [added: ​ ​ ​] | Description of Exhibit |

| 3.1 | | [Memorandum of Association of Norwegian Cruise Line Holdings Ltd. (incorporated herein by reference to Exhibit 3.1 to [removed: amendment no.] [added: Amendment No.] 5 to Norwegian Cruise Line Holdings Ltd.’s [removed: registration statement] [added: Registration Statement] on Form S-1 filed on January 8, 2013 (File No. [removed: 333-175579))](http://www.sec.gov/Archives/edgar/data/1513761/000119312513006058/d345508dex31.htm)] [added: 333-175579))](https://www.sec.gov/Archives/edgar/data/1513761/000119312513006058/d345508dex31.htm)] |

| [removed: 4.1] [added: 4.7] | ​ | [Indenture, dated [removed: July 21, 2020,] [added: April 7, 2025,] by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S. Bank [added: Trust Company,] National Association, as trustee, with respect to [removed: the 5.375% exchangeable senior notes] [added: 0.875% Exchangeable Senior Notes] due [removed: 2025] [added: 2030] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: July 21, 2020] [added: April 7, 2025] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920085273/tm2025153d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465925032641/tm2511596d1_ex4-1.htm)] |

| [removed: 4.2] [added: 4.1] | ​ | [Indenture, dated [removed: December 18, 2020,] [added: March 3, 2021,] by and among NCL [removed: Corporation] [added: Finance,] Ltd., as issuer, [added: NCL Corporation Ltd., as guarantor,] the [added: other] guarantors named therein and U.S. Bank National Association, as trustee, principal paying agent, transfer agent and registrar, with respect to the [removed: 5.875%] [added: 6.125%] senior notes due [removed: 2026] [added: 2028] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: December 18, 2020] [added: March 3, 2021] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920137422/tm2038840d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465921031450/tm218546d1_ex4-1.htm)] |

| [removed: 4.3] [added: 4.2] | ​ | [Indenture, dated [removed: March 3,] [added: November 19,] 2021, by and among NCL [removed: Finance,] [added: Corporation] Ltd., as issuer, [removed: NCL Corporation] [added: Norwegian Cruise Line Holdings] Ltd., as guarantor, [removed: the other guarantors named therein] and U.S. Bank National Association, as trustee, [removed: principal paying agent, transfer agent and registrar,] with respect to [removed: the 6.125%] [added: 1.125% exchangeable] senior notes due [removed: 2028] [added: 2027] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: March 3,] [added: November 19,] 2021 (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465921031450/tm218546d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465921141928/tm2133404d1_ex4-1.htm)] |

| [removed: 4.4] [added: 4.8] | ​ | [Indenture, dated [removed: November 19, 2021,] [added: September 11, 2025,] by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S. Bank [added: Trust Company,] National Association, as trustee, with respect to [removed: 1.125% exchangeable senior notes] [added: 0.750% Exchangeable Senior Notes] due [removed: 2027] [added: 2030] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: November 19, 2021] [added: September 11, 2025] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465921141928/tm2133404d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000141057825002024/tm2525857d1_ex4-1.htm)] |

| [removed: 4.5] [added: 4.3] | ​ | [Indenture, dated February 18, 2022, by and [removed: among] [added: between] NCL Corporation Ltd., as issuer, [removed: the guarantors party thereto] and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer [removed: agent, registrar] [added: agent] and [removed: security agent,] [added: registrar,] with respect to [removed: 5.875%] [added: 7.750%] senior [removed: secured] [added: unsecured] notes due [removed: 2027] [added: 2029] (incorporated herein by reference to Exhibit [removed: 4.2] [added: 4.3] to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 22, 2022 (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922025637/tm227155d1_ex4-2.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922025637/tm227155d1_ex4-3.htm)] |

| 4.6 | ​ | [Indenture, dated [removed: February 18, 2022, by and] [added: January 22, 2025,] between NCL Corporation Ltd., as issuer, and U.S. Bank Trust Company, National Association, as trustee, [removed: principal paying agent, transfer agent and registrar,] with respect to [removed: 7.750% senior unsecured notes due 2029] [added: 6.750% Senior Notes Due 2032] (incorporated herein by reference to Exhibit [removed: 4.3] [added: 4.1] to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: February] [added: January] 22, [removed: 2022] [added: 2025] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922025637/tm227155d1_ex4-3.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465925005241/tm253997d1_ex4-1.htm)] |

| [removed: 4.7] [added: 4.4] | ​ | [Indenture, dated February 15, 2022, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, with respect to 2.50% exchangeable senior notes due 2027 (incorporated herein by [removed: reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 22, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922025637/tm227155d1_ex4-1.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/1513761/000110465922025637/tm227155d1_ex4-1.htm)] |

| [removed: 4.8] [added: 4.5] | ​ | [Indenture, dated [removed: October 18, 2023, by and among] [added: September 17, 2024, between] NCL Corporation Ltd., as issuer, [removed: the guarantors party thereto,] [added: and] U.S. Bank Trust Company, National Association, as trustee, [removed: principal paying agent, transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent,] with respect to [removed: 8.125%] [added: 6.250%] Senior [removed: Secured] Notes [removed: Due 2029] [added: due 2030] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: October 19, 2023] [added: September 17, 2024] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465923110113/tm2328676d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465924100669/tm2424181d1_ex4-1.htm)] |

| [removed: 4.9] [added: 4.10] | ​ | [removed: [Supplemental Indenture,] [added: [Indenture,] dated [removed: January 22,] [added: September 17,] 2025, by and [removed: among] [added: between] NCL Corporation Ltd., as issuer, [removed: the guarantors party thereto,] [added: and] U.S. Bank Trust Company, National Association, as trustee, [removed: principal paying agent, transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent] [added: with respect to 6.250% Senior Notes due 2033] (incorporated herein by reference to Exhibit 4.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: January 22,] [added: September 18,] 2025 (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465925005241/tm253997d1_ex4-2.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465925091253/tm2526356d1_ex4-2.htm)] |

| [removed: 4.10] [added: 4.9] | ​ | [Indenture, dated September 17, [removed: 2024,] [added: 2025, by and] between NCL Corporation Ltd., as issuer, and U.S. Bank Trust Company, National Association, as trustee, with respect to [removed: 6.250%] [added: 5.875%] Senior Notes due [removed: 2030] [added: 2031] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on September [removed: 17, 2024] [added: 18, 2025] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465924100669/tm2424181d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465925091253/tm2526356d1_ex4-1.htm)] |

| [removed: 4.11] | [removed: ​] | [removed: [Indenture, dated January 22, 2025, between NCL Corporation Ltd., as issuer, and U.S. Bank Trust Company, National Association,] [added: [Bank,] as [removed: trustee, with respect to 6.750% Senior Notes Due 2032] [added: agent] (incorporated herein by reference to Exhibit [removed: 4.1] [added: 10.21] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-K] filed on [removed: January 22,] [added: February 27,] 2025 (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465925005241/tm253997d1_ex4-1.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d21.htm)] |

| [removed: 4.12] [added: 4.11] | | [Form of Certificate of Ordinary Shares (incorporated herein by reference to Exhibit 4.7 to amendment no. 5 to Norwegian Cruise Line Holdings Ltd.’s registration statement on Form S-1 filed on January 8, 2013 (File No. 333-175579))](https://www.sec.gov/Archives/edgar/data/1513761/000119312513006058/d345508dex47.htm) |

| [removed: 4.13] [added: 4.12] | ​ | [Description of Securities of Norwegian Cruise Line Holdings Ltd. (incorporated herein by reference to Exhibit 4.16 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024) (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex4d16.htm) |

| 10.1 | | [Fourth Supplemental Agreement, dated June 15, 2023, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., [removed: as](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d7.htm)] [added: as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent (incorporated herein by reference to Exhibit 10.7 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d7.htm)] |

| [added: 10.12] | [added: ​] | [removed: [guarantor,] [added: [Fifth Supplemental Agreement, dated June 15, 2023, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower,] NCL [added: Corporation Ltd., as guarantor, NCL] International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR [removed: agent] [added: Agent] (incorporated herein by reference to Exhibit [removed: 10.7] [added: 10.14] to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d7.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d14.htm)] |

| [removed: 10.4] [added: 10.4] | ​ | [Seventh Supplemental Agreement, dated January 31, 2025, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR [removed: agent#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d4.htm)] [added: agent (incorporated herein by reference to Exhibit 10.4 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d4.htm)] |

| [removed: 10.8] [added: 10.8] | ​ | [Eighth Supplemental Agreement, dated January 31, 2025, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR [removed: agent#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d8.htm)] [added: agent (incorporated herein by reference to Exhibit 10.8 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d8.htm)] |

| [removed: 10.10] [added: 10.14] | [removed: ​] | [removed: [Fifth] [added: [Seventh] Supplemental Agreement, dated [removed: June 15,] [added: November 30,] 2023, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, [added: NCL (Bahamas) Ltd., as charterer,] the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit [removed: 10.14] [added: 10.16] to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d14.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d16.htm)] |

| [removed: 10.11] [added: 10.13] | ​ | [Sixth Supplemental Agreement, dated October 23, 2023, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit 10.15 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d15.htm) |

| [removed: 10.12] [added: 10.17] | [added: ​] | [Seventh Supplemental Agreement, dated [removed: November 30,] [added: October 23,] 2023, to Seahawk [removed: One] [added: Two] Credit Agreement, dated July 14, 2014, by and among Seahawk [removed: One,] [added: Two,] Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit [removed: 10.16] [added: 10.18] to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d16.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d18.htm)] |

| [removed: 10.13] [added: 10.15] | ​ | [Eighth Supplemental Agreement, dated January 31, 2025, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR [removed: Agent#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d13.htm)] [added: Agent (incorporated herein by reference to Exhibit 10.13 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d13.htm)] |

| [removed: 10.14] [added: 10.18] | [removed: ​] | [removed: [Sixth] [added: [Eighth] Supplemental Agreement, dated [removed: June 15,] [added: November 30,] 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, [added: NCL (Bahamas) Ltd., as charterer,] the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit [removed: 10.17] [added: 10.19] to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d17.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d19.htm)] |

| [removed: 10.15] [added: 10.19] | ​ | [removed: [Seventh] [added: [Ninth] Supplemental Agreement, dated [removed: October 23, 2023,] [added: January 31, 2025,] to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit [removed: 10.18] [added: 10.17] to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February [removed: 28, 2024] [added: 27, 2025] (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d18.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d17.htm)] |

| 10.16 | [added: ​] | [removed: [Eighth] [added: [Sixth] Supplemental Agreement, dated [removed: November 30,] [added: June 15,] 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, [removed: NCL (Bahamas) Ltd., as charterer,] the [removed: lenders](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d19.htm)] [added: lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d17.htm)] |

| | | [removed: [party thereto] [added: [IPEX-Bank GmbH] and [removed: KfW IPEX-Bank GmbH,] [added: Cassa Depositi e Prestiti S.P.A.,] as [removed: facility agent, Hermes agent, bookrunner, initial] [added: joint] mandated lead [removed: arranger, collateral] [added: arrangers, and BNP Paribas S.A., as agent, SACE] agent and [removed: CIRR Agent] [added: security trustee] (incorporated herein by reference to Exhibit [removed: 10.19] [added: 10.39] to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d19.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d39.htm)] |

| [removed: 10.18] [added: 10.20] | ​ | [Amendment and Restatement Agreement, dated as of May 19, 2023, among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee, which amends and restates the Loan Agreement, originally dated as of July 31, 2013 (incorporated herein by reference to Exhibit 10.8 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No. 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837023013825/nclh-20230630xex10d8.htm) |

| [removed: 10.19] [added: 10.21] | ​ | [Amendment Agreement, dated October 24, 2023 and effective as of November 9, 2023, among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.27 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d27.htm) |

| [removed: 10.20] [added: 10.22] | | [Supplemental Agreement, dated November 30, 2023, among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.28 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d28.htm) |

| [removed: 10.21] [added: 10.23] | ​ | [Supplemental Agreement, dated January 31, 2025, among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as shareholder and charterer, Norwegian Cruise Line Holdings Ltd., as the holding, and Crédit Agricole Corporate and [removed: Investment Bank, as agent](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d21.htm)] [added: Investment](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d21.htm)] |

| [removed: 10.22] [added: 10.24] | ​ | [Amendment and Restatement Agreement, dated as of May 19, 2023, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee, which amends and restates the Loan Agreement, originally dated as of March 30, 2016 (incorporated herein by reference to Exhibit 10.14 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No. 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837023013825/nclh-20230630xex10d14.htm) |

| [removed: 10.23] [added: 10.25] | ​ | [Amendment Agreement, dated October 24, 2023 and effective as of November 9, 2023, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and [removed: Investment](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d30.htm)] [added: Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.30 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d30.htm)] |

| | | [removed: [Bank, as agent, SACE agent and security trustee (incorporated] [added: [(incorporated] herein by reference to Exhibit [removed: 10.30] [added: 10.17] to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d30.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d17.htm)] |

| [removed: 10.24] [added: 10.26] | | [Supplemental Agreement, dated November 30, 2023, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.31 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d31.htm) |

| [removed: 10.25] [added: 10.27] | ​ | [Supplemental Agreement, dated January 31, 2025, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as shareholder and charterer, Norwegian Cruise Line Holdings Ltd., as the holding, and Crédit Agricole Corporate and Investment Bank, as [removed: agent](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d25.htm)] [added: agent (incorporated herein by reference to Exhibit 10.25 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2025 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d25.htm)] |

| [removed: 10.26] [added: 10.28] | ​ | [Amendment and Restatement Agreement, dated as of May 19, 2023, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee, which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit 10.9 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No. 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837023013825/nclh-20230630xex10d9.htm) |

| [removed: 10.27] [added: 10.29] | ​ | [Supplemental Agreement, dated October 23, 2023, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.33 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d33.htm) |

| [removed: 10.28] [added: 10.34] | | [Supplemental Agreement, dated November 30, 2023, among Leonardo [removed: One,] [added: Two,] Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank [removed: PLC, KfW IPEX-Bank GmbH] [added: PLC] and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit [removed: 10.34] [added: 10.37] to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d34.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d37.htm)] |

| 10.11 | ​ | [Second Amendment to the Seventh Amended and Restated Credit Agreement, dated June 26, 2025, by and among NCL Corporation Ltd., as 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 June 27, 2025 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465925063237/tm2519031d1_ex10-1.htm) |

| 10.30 | | [Supplemental Agreement, dated November 30, 2023, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d34.htm) |

| 10.37 | ​ | [Supplemental Agreement, dated November 30, 2023, among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d39.htm) |

| 10.39 | ​ | [Supplemental Agreement, dated March 11, 2025 among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, NCL (Bahamas) Ltd. as charterer, and BNP Paribas S.A., as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.18 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 5, 2025 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000155837025006294/nclh-20250331xex10d18.htm) |

| 10.43 | ​ | [Supplemental Agreement, dated March 11, 2025 among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, NCL (Bahamas) Ltd. as charterer, and BNP Paribas S.A., as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.19 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 5, 2025 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025006294/nclh-20250331xex10d19.htm) |

| 10.47 | ​ | [Supplemental Agreement, dated March 11, 2025 among Leonardo Five, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, NCL (Bahamas) Ltd. as charterer, and BNP Paribas S.A., as agent, Crédit Agricole Corporate and Investment Bank as SACE agent and HSBC Corporate Trustee Company (UK) Limited as security trustee (incorporated herein by reference to Exhibit 10.20 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 5, 2025 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025006294/nclh-20250331xex10d20.htm) |

| | | [Holdings Ltd., as the holding, NCL (Bahamas) Ltd. as charterer, and BNP Paribas S.A., as agent, Crédit Agricole Corporate and Investment Bank as SACE agent and HSBC Corporate Trustee Company (UK) Limited as security trustee (incorporated herein by reference to Exhibit 10.21 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 5, 2025 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025006294/nclh-20250331xex10d21.htm) |

| 10.70 | ​ | [SACE Facility Agreement, dated July 17, 2025, among NCL NextGen Class I Ltd., as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, BNP Paribas and Crédit Agricole Corporate and Investment Bank, as joint coordinators, Cassa Depositi e Prestiti S.P.A., Crédit Agricole Corporate and Investment Bank, BNP Paribas, Caixabank S.A., succursale in Italia, Banco Bilbao Vizcaya Argentaria, S.A., Milan Branch and Banco Santander, S.A., as joint bookrunners and mandated lead arrangers, KFW Ipex-Bank GMBH, as joint mandated lead arranger, Commerzbank](https://www.sec.gov/Archives/edgar/data/1513761/000110465925069314/tm2521263d1_ex10-1.htm) |

| | | [AG, New York Branch and HSBC Bank Plc, as lead arrangers, and Crédit Agricole Corporate and Investment Bank, as facility agent, ECA agent, and security agent (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on July 21, 2025 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000110465925069314/tm2521263d1_ex10-1.htm) |

| 10.72 | ​ | [Amendment to the SACE Facility Agreement, dated November 25, 2025, among NCL NextGen Class II Ltd., as borrower, NCL Corporation Ltd., as guarantor, and Crédit Agricole Corporate and Investment Bank, as facility agent#](https://www.sec.gov/Archives/edgar/data/1513761/000110465926022067/nclh-20251231xex10d72.htm) |

| 10.80 | ​ | [Employment Agreement by and between NCL (Bahamas) Ltd. and Marc Kazlauskas, entered into on December 8, 2025*](https://www.sec.gov/Archives/edgar/data/1513761/000110465926022067/nclh-20251231xex10d80.htm) |

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| 10.17 | ​ | [Ninth Supplemental Agreement, dated January 31, 2025, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d17.htm) |

| 10.72 | ​ | [Employment Agreement by and between Prestige Cruise Services LLC and Jason Montague, effective as of December 31, 2024](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d72.htm) |

| 10.82 | ​ | [Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award Agreement (2024) (incorporated herein by reference to Exhibit 10.7 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 7, 2024 (File No. 001-35784))*†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024007014/nclh-20240331xex10d7.htm) |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on [removed: February 27, 2025.][added: March 2, 2026.]

Each person whose signature appears below constitutes and appoints [removed: Harry Sommer, Mark A.][added: John W.]

| Signature | [added: ​ ​ ​] | Title | [added: ​ ​ ​] | Date |

| /s/ [removed: Harry Sommer] [added: John W. Chidsey] | | Director, President and Chief Executive Officer | | [removed: February 27, 2025] [added: March 2, 2026] |

| [removed: Harry Sommer] [added: John W. Chidsey] | | (Principal Executive Officer) | | |

| /s/ Mark A. Kempa | | Executive Vice President and Chief Financial Officer | | [removed: February 27, 2025] [added: March 2, 2026] |

| /s/ Faye L. Ashby | | Senior Vice President and Chief Accounting Officer | | [removed: February 27, 2025] [added: March 2, 2026] |

| /s/ José E. Cil | | Director | | [removed: February 27, 2025] [added: March 2, 2026] |

| /s/ Harry C. Curtis | | Director | | [removed: February 27, 2025] [added: March 2, 2026] |

| /s/ David M. Abrams | | Director | | [removed: February 27, 2025] [added: March 2, 2026] |

| /s/ Stella David | | Director and Chairperson | | [removed: February 27, 2025] [added: March 2, 2026] |

| [added: | By: |] /s/ John [added: W.] Chidsey | [removed: | Director | | February 27, 2025 |]

| [removed: John Chidsey] | [removed: | |] [added: Name:] | [added: John W. Chidsey] |

| /s/ Mary E. Landry | | Director | | [removed: February 27, 2025] [added: March 2, 2026] |

| /s/ Zillah Byng-Thorne | | Director | | [removed: February 27, 2025] [added: March 2, 2026] |

| ​ | [added: ​ ​ ​] | ​ | ​ | [added: ​ ​ ​] | Charged to | | [added: ​ ​ ​] | Charged to | | [added: ​ ​ ​] | ​ | ​ | [added: ​ ​ ​] | ​ | ​ |

| Description | ​ | December 31, [removed: 2021] [added: 2022] | | | expenses (a) | | | accounts | | ​ | Deductions (b) | | | December 31, [removed: 2022] [added: 2023] | |

| Description | ​ | December 31, [removed: 2022] [added: 2023] | | | expenses (a) | | | accounts | | ​ | Deductions (b) | | | December 31, [removed: 2023] [added: 2024] | |

| Description | | December 31, [removed: 2023] [added: 2024] | | | expenses (a) | | | accounts | | ​ | Deductions (b) | | | December 31, [removed: 2024] [added: 2025] | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#StatementsofOperations_691799)] [added: 2023](#StatementsofOperations_691799)] | F-3 |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)] for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#StatementsofComprehensiveIncome)] [added: 2023](#StatementsofComprehensiveIncome)] | F-4 |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#BalanceSheets_856648)] [added: 2024](#BalanceSheets_856648)] | F-5 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#StatementsofCashFlows_342525)] [added: 2023](#StatementsofCashFlows_342525)] | F-6 |

| [Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#StatementsofChangesinShareholdersEquity_)] [added: 2023](#StatementsofChangesinShareholdersEquity_)] | F-7 |

We have audited the accompanying consolidated balance sheets of Norwegian Cruise Line Holdings Ltd. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of comprehensive [removed: income (loss),] [added: income,] of changes in [removed: shareholders’] [added: shareholders'] equity and of cash [removed: flows] [added: flows,] for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and financial statement schedule listed in the index appearing under Item 15(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the COSO.

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated ship improvements balance was [removed: $3.3] [added: $3.7] billion as of December 31, [removed: 2024.][added: 2025.]

The Company capitalized approximately [removed: $398.6] [added: $489.6] million of costs associated with ship improvements during the year ended December 31, [removed: 2024.][added: 2025.]

| [removed: ​] [added: ​] | [added: ​ ​ ​] | 2024 | | [added: ​ ​ ​] | 2023 | | [removed: | 2022 | |]

| Revenue | | ​ | [added: ​] | | ​ | [added: ​] | | ​ | [added: ​] |

| Passenger ticket | ​ | $ | [removed: 6,415,545] [added: 6,687,667] | ​ | $ | [removed: 5,753,966] [added: 6,415,545] | ​ | $ | [removed: 3,253,799] [added: 5,753,966] |

| Onboard and other | ​ | | [removed: 3,064,106] [added: 3,139,925] | ​ | | [removed: 2,795,958] [added: 3,064,106] | ​ | | [removed: 1,589,961] [added: 2,795,958] |

| Total revenue | ​ | | [removed: 9,479,651] [added: 9,827,592] | ​ | | [removed: 8,549,924] [added: 9,479,651] | ​ | | [removed: 4,843,760] [added: 8,549,924] |

| Cruise operating expense | ​ | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] |

| Commissions, transportation and other | ​ | | [removed: 1,917,443] [added: 1,782,004] | ​ | | [removed: 1,883,279] [added: 1,917,443] | ​ | | [removed: 1,034,629] [added: 1,883,279] |

| Onboard and other | ​ | | [removed: 661,553] [added: 688,724] | ​ | | [removed: 599,904] [added: 661,553] | ​ | | [removed: 357,932] [added: 599,904] |

| Payroll and related | ​ | | [removed: 1,344,718] [added: 1,403,056] | ​ | | [removed: 1,262,119] [added: 1,344,718] | ​ | | [removed: 1,088,639] [added: 1,262,119] |

| Fuel | ​ | | [removed: 698,050] [added: 675,887] | ​ | | [removed: 716,833] [added: 698,050] | ​ | | [removed: 686,825] [added: 716,833] |

Chidsey, Mark A.

| /s/ Linda P. Jojo | | Director | | March 2, 2026 |

| Linda P. Jojo | | | | |

| ​ | ​ ​ ​ | ​ | ​ | ​ ​ ​ | Charged to | | ​ ​ ​ | Charged to | | ​ ​ ​ | ​ | ​ | ​ ​ ​ | ​ | ​ |

| ​ | ​ ​ ​ | ​ | ​ | ​ ​ ​ | Charged to | | ​ ​ ​ | Charged to | | ​ ​ ​ | ​ | ​ | ​ ​ ​ | ​ | ​ |

| Valuation allowance on deferred tax assets | ​ | $ | 558,690 | ​ | $ | 86,409 | ​ | $ | — | ​ | $ | (6,865) | ​ | $ | 638,234 |

March 2, 2026

| ​ | ​ ​ ​ | 2025 | | ​ ​ ​ | 2024 | |

| Cash and cash equivalents | ​ | $ | 209,893 | ​ | $ | 190,765 |

| Net income | ​ | $ | 423,246 | ​ | $ | 910,257 | ​ | $ | 166,178 |

| Common share issuance proceeds, net | ​ | ​ | 144,956 | ​ | ​ | — | ​ | ​ | — |

| Common share issuance proceeds, net | ​ | ​ | 7 | ​ | ​ | 144,949 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 144,956 |

| Common share issuance for NCLC exchangeable notes | ​ | ​ | 5 | ​ | ​ | 96,001 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 96,006 |

| Other comprehensive income, net | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 55,674 | ​ | ​ | — | ​ | ​ | 55,674 |

| Net income | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 423,246 | ​ | ​ | 423,246 |

| Balance, December 31, 2025 | ​ | $ | 455 | ​ | $ | 8,227,432 | ​ | $ | (451,365) | ​ | $ | (5,566,634) | ​ | $ | 2,209,888 |

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.

As of December 31, 2025 and 2024, accounts receivable, net included $105.5 million and $55.0 million, respectively, of certain receivables related to owner's supply.

| Net income | ​ | $ | 423,246 | ​ | $ | 910,257 | ​ | $ | 166,178 |

During the year ended December 31, 2025, the 2025 Exchangeable Notes and 2027 2.5% Exchangeable Notes have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been 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.

| ​ | ​ ​ ​ | 2025 | | ​ ​ ​ | 2024 | | ​ ​ ​ | 2023 | |

| Cruise operating expense | ​ | | ​ | ​ | | ​ | ​ | | ​ |

| Onboard and other | ​ | | 688,724 | ​ | | 661,553 | ​ | | 599,904 |

| Fuel | ​ | | 675,887 | ​ | | 698,050 | ​ | | 716,833 |

| Food | ​ | | 315,460 | ​ | | 312,992 | ​ | | 358,310 |

| Other | ​ | | 774,032 | ​ | | 753,940 | ​ | | 648,142 |

| Other operating expense | ​ | | ​ | ​ | | ​ | ​ | | ​ |

| Adjusted depreciation and amortization (3) | ​ | | 983,654 | ​ | | 890,242 | ​ | | 808,568 |

| Adjusted operating income | ​ | $ | 1,746,572 | ​ | $ | 1,560,562 | ​ | $ | 1,052,163 |

| Interest expense, net | ​ | | (953,506) | ​ | | (747,223) | ​ | | (727,531) |

| Other income (expense), net | ​ | | (178,641) | ​ | | 54,224 | ​ | | (40,204) |

| (3) | Excludes losses related to the write-off of an internal use-software project. We refer you to Note 8 – “Property and Equipment, Net.” |

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.

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.

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.

| | By: | /s/ Harry Sommer |

| | Name: | Harry Sommer |

| | | | | |

| ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Valuation allowance on deferred tax assets | ​ | $ | 87,849 | ​ | $ | 52,219 | ​ | $ | — | ​ | $ | (335) | ​ | $ | 139,733 |

February 27, 2025

| Proceeds from maturities of short-term investments | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 240,000 |

| Cash and cash equivalents at beginning of period | ​ | | 402,415 | ​ | | 946,987 | ​ | | 1,506,647 |

| Balance, December 31, 2021 | ​ | $ | 417 | ​ | ​ | 7,513,725 | ​ | ​ | (285,086) | ​ | ​ | (4,796,406) | ​ | $ | 2,432,650 |

| Other comprehensive loss, net | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (191,993) | ​ | ​ | — | ​ | ​ | (191,993) |

| Net loss | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2,269,909) | ​ | ​ | (2,269,909) |

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

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

Short-term Investments

Short-term investments include time deposits with original maturities of greater than three months and up to 12 months, which are stated at cost and present insignificant risk of changes in value.

Accounts receivable, net includes $0.8 million and $20.1 million due from credit card processors within 12 months as of December 31, 2024 and 2023, respectively.

and Mediterranean.

territories.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, _Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures_, which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 has been applied retrospectively.

The CODM

third-party concessionaires.

In 2023, three new ships were delivered.

As of December 31, 2024, the measurement period pertaining to the acquisition remains open and is subject to further adjustment.

The acquisition includes deferred consideration, which is currently considered probable of payment in full; however, if new information arises, a change in consideration could impact our goodwill or liabilities.

| Balance, December 31, 2023 | ​ | ​ | 98,134 |

| Additions to goodwill | ​ | ​ | 37,630 |

| Impairment loss | ​ | ​ | — |

The right-of-use assets obtained in exchange for lease obligations for the year ended December 31, 2022 decreased primarily related to a modification of a port facility agreement.

| 2025 | ​ | $ | 81,047 |

| 2026 | ​ | | 75,425 |

| 2027 | ​ | | 78,612 |

| 2028 | ​ | | 71,062 |

| 2029 | ​ | | 69,463 |

| Thereafter | ​ | | 1,490,686 |

| Total | ​ | | 1,866,295 |

| 2025 | ​ | $ | 1,839 |

| 2026 | ​ | | 1,839 |