Item 16. Form 10-K Summary

None.

​

SIGNATURES

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 March 2, 2026.

	NORWEGIAN CRUISE LINE HOLDINGS LTD.
	By:	/s/ John W. Chidsey
	Name:	John W. Chidsey
	Title:	President and Chief Executive Officer

​

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints John W. Chidsey, Mark A. Kempa, Daniel S. Farkas and Faye L. Ashby, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons in the capacities and on the date indicated.

Signature	​ ​ ​	Title	​ ​ ​	Date
/s/ John W. Chidsey		Director, President and Chief Executive Officer		March 2, 2026
John W. Chidsey		(Principal Executive Officer)
/s/ Mark A. Kempa		Executive Vice President and Chief Financial Officer		March 2, 2026
Mark A. Kempa		(Principal Financial Officer)
/s/ Faye L. Ashby		Senior Vice President and Chief Accounting Officer		March 2, 2026
Faye L. Ashby		(Principal Accounting Officer)
/s/ José E. Cil		Director		March 2, 2026
José E. Cil
/s/ Harry C. Curtis		Director		March 2, 2026
Harry C. Curtis
/s/ David M. Abrams		Director		March 2, 2026
David M. Abrams
/s/ Stella David		Director and Chairperson		March 2, 2026
Stella David
/s/ Mary E. Landry		Director		March 2, 2026
Mary E. Landry
​	​	​	​	​
/s/ Zillah Byng-Thorne		Director		March 2, 2026
Zillah Byng-Thorne
​	​	​	​	​
/s/ Linda P. Jojo		Director		March 2, 2026
Linda P. Jojo
​	​	​	​	​

​

​

​

Norwegian Cruise Line Holdings Ltd.

Schedule II Valuation and Qualifying Accounts (in thousands)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Additions					​	​	​	​	​	​
​	​ ​ ​	​	​	​ ​ ​	Charged to		​ ​ ​	Charged to		​ ​ ​	​	​	​ ​ ​	​	​
​		Balance		​	costs and		​	other		​	​	​	​	Balance
Description	​	December 31, 2022			expenses (a)			accounts		​	Deductions (b)			December 31, 2023
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Valuation allowance on deferred tax assets	​	$	139,733	​	$	561,693	​	$	—	​	$	(6,661)	​	$	694,765

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	​	​	​ ​ ​	Charged to		​ ​ ​	Charged to		​ ​ ​	​	​	​ ​ ​	​	​
​		Balance		​	costs and		​	other		​	​	​	​	Balance
Description	​	December 31, 2023			expenses (a)			accounts		​	Deductions (b)			December 31, 2024
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Valuation allowance on deferred tax assets	​	$	694,765	​	$	28,421	​	$	—	​	$	(164,496)	​	$	558,690

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	​	​	​ ​ ​	Charged to		​ ​ ​	Charged to		​ ​ ​	​	​	​ ​ ​	​	​
​	​	Balance		​	costs and		​	other		​	​	​	​	Balance
Description		December 31, 2024			expenses (a)			accounts		​	Deductions (b)			December 31, 2025
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Valuation allowance on deferred tax assets	​	$	558,690	​	$	86,409	​	$	—	​	$	(6,865)	​	$	638,234

	(a)	Amount relates to recognition of valuation allowances on net U.S. and Bermuda deferred tax assets.

	(b)	Amount relates to (i) utilization of deferred tax assets and (ii) reversal of valuation allowances.

​

Index to Consolidated Financial Statements

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	F-1
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023	F-3
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023	F-4
Consolidated Balance Sheets as of December 31, 2025 and 2024	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023	F-6
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023	F-7
Notes to the Consolidated Financial Statements	F-8

​

​

​

Report of Independent Registered Public Accounting Firm

​

To the Board of Directors and Shareholders of Norwegian Cruise Line Holdings Ltd.

​

Opinions on the Financial Statements and Internal Control over Financial Reporting

​

We have audited the accompanying consolidated balance sheets of Norwegian Cruise Line Holdings Ltd. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of changes in shareholders' equity and of cash flows, for each of the three years in the period ended December 31, 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, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

​

Basis for Opinions

​

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

​

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

​

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

​

Definition and Limitations of Internal Control over Financial Reporting

​

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

F-1

transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

​

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

​

Critical Audit Matters

​

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

​

Ship Accounting – Ship Improvements

​

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated ship improvements balance was $3.7 billion as of December 31, 2025. The Company capitalized approximately $489.6 million of costs associated with ship improvements during the year ended December 31, 2025. Ship improvement costs that management believes add value to the ships are capitalized. The useful lives of ship improvements are estimated based on their economic lives. To determine the useful lives of ship improvements, management considers the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs, and anticipated changes in technological conditions.

​

The principal considerations for our determination that performing procedures relating to ship accounting for ship improvements is a critical audit matter are the significant judgments by management when determining (i) the useful lives of ship improvements and (ii) whether ship improvement costs add value to the ships and are capitalizable. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to (i) the appropriateness of the useful lives of ship improvements and (ii) whether ship improvement costs add value to the Company’s ships and are capitalized appropriately. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

​

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of the useful lives of ship improvements and whether ship improvements add value and are capitalized appropriately. These procedures also included, among others, (i) evaluating the reasonableness of the useful lives assigned to ship improvements, considering the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs, and anticipated changes in technological conditions and (ii) evaluating whether costs capitalized extend the useful life or increase the functionality of the ship, including testing the accuracy, existence and valuation of capitalized ship improvement costs. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the assigned useful lives of ship improvements.

​

/s/ PricewaterhouseCoopers LLP

Miami, Florida

March 2, 2026

We have served as the Company’s auditor since at least 1988. We have not been able to determine the specific year we began serving as auditor of the Company.

F-2

​

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Operations

(in thousands, except share and per share data)

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
Revenue		​	​		​	​		​	​
Passenger ticket	​	$	6,687,667	​	$	6,415,545	​	$	5,753,966
Onboard and other	​		3,139,925	​		3,064,106	​		2,795,958
Total revenue	​		9,827,592	​		9,479,651	​		8,549,924
Cruise operating expense	​		​	​		​	​		​
Commissions, transportation and other	​		1,782,004	​		1,917,443	​		1,883,279
Onboard and other	​		688,724	​		661,553	​		599,904
Payroll and related	​		1,403,056	​		1,344,718	​		1,262,119
Fuel	​		675,887	​		698,050	​		716,833
Food	​		315,460	​		312,992	​		358,310
Other	​		774,032	​		753,940	​		648,142
Total cruise operating expense	​		5,639,163	​		5,688,696	​		5,468,587
Other operating expense	​		​	​		​	​		​
Marketing, general and administrative	​		1,548,806	​		1,434,807	​		1,341,858
Depreciation and amortization	​		1,078,755	​		890,242	​		808,568
Total other operating expense	​		2,627,561	​		2,325,049	​		2,150,426
Operating income	​		1,560,868	​		1,465,906	​		930,911
Non-operating income (expense)	​		​	​		​	​		​
Interest expense, net	​		(953,506)	​		(747,223)	​		(727,531)
Other income (expense), net	​		(178,641)	​		54,224	​		(40,204)
Total non-operating income (expense)	​		(1,132,147)	​		(692,999)	​		(767,735)
Net income before income taxes	​		428,721	​		772,907	​		163,176
Income tax benefit (expense)	​		(5,475)	​		137,350	​		3,002
Net income	​	$	423,246	​	$	910,257	​	$	166,178
Weighted-average shares outstanding	​		​	​		​	​		​
Basic	​		448,542,442	​		435,278,605	​		424,424,962
Diluted	​		477,742,311	​		515,030,548	​		427,400,849
Earnings per share	​		​	​		​	​		​
Basic	​	$	0.94	​	$	2.09	​	$	0.39
Diluted	​	$	0.92	​	$	1.89	​	$	0.39

​

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

​

F-3

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Comprehensive Income

(in thousands)

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
Net income	​	$	423,246	​	$	910,257	​	$	166,178
Other comprehensive income (loss):	​		​	​		​	​		​
Shipboard Retirement Plan	​		(966)	​		7,118	​		(3,413)
Cash flow hedges:	​		​	​		​	​		​
Net unrealized gain (loss)	​		23,232	​		(10,642)	​		(1,773)
Amount realized and reclassified into earnings	​		33,408	​		4,923	​		(26,173)
Total other comprehensive income (loss)	​		55,674	​		1,399	​		(31,359)
Total comprehensive income	​	$	478,920	​	$	911,656	​	$	134,819

​

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

​

F-4

Norwegian Cruise Line Holdings Ltd.

Consolidated Balance Sheets

(in thousands, except share data)

​

​	​	​	​	​	​	​
​	​	December 31,
​	​ ​ ​	2025		​ ​ ​	2024
Assets		​	​		​	​
Current assets:		​	​		​	​
Cash and cash equivalents	​	$	209,893	​	$	190,765
Accounts receivable, net	​		291,659	​		221,412
Inventories	​		138,181	​		149,718
Prepaid expenses and other assets	​		498,808	​		448,209
Total current assets	​		1,138,541	​		1,010,104
Property and equipment, net	​		19,068,807	​		16,810,650
Goodwill	​		135,764	​		135,764
Trade names	​		500,525	​		500,525
Other long-term assets	​		1,697,764	​		1,512,768
Total assets	​	$	22,541,401	​	$	19,969,811
Liabilities and shareholders’ equity	​		​	​		​
Current liabilities:	​		​	​		​
Current portion of long-term debt	​	$	875,899	​	$	1,323,769
Accounts payable	​		169,655	​		171,106
Accrued expenses and other liabilities	​		1,206,430	​		1,180,026
Advance ticket sales	​		3,200,593	​		3,105,964
Total current liabilities	​		5,452,577	​		5,780,865
Long-term debt	​		13,730,277	​		11,776,721
Other long-term liabilities	​		1,148,659	​		986,786
Total liabilities	​		20,331,513	​		18,544,372
Commitments and contingencies (Note 13)	​		​	​		​
Shareholders’ equity:	​		​	​		​
Ordinary shares, $0.001 par value; 980,000,000 shares authorized; and 455,257,489 shares issued and outstanding at December 31, 2025 and 439,861,281 shares issued and outstanding at December 31, 2024	​		455	​		440
Additional paid-in capital	​		8,227,432	​		7,921,918
Accumulated other comprehensive income (loss)	​		(451,365)	​		(507,039)
Accumulated deficit	​		(5,566,634)	​		(5,989,880)
Total shareholders’ equity	​		2,209,888	​		1,425,439
Total liabilities and shareholders’ equity	​	$	22,541,401	​	$	19,969,811

​

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

​

F-5

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Cash Flows

(in thousands)

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
Cash flows from operating activities		​	​		​	​		​	​
Net income	​	$	423,246	​	$	910,257	​	$	166,178
Adjustments to reconcile net income to net cash provided by operating activities:	​		​	​		​	​		​
Depreciation and amortization expense	​		1,162,108	​		973,512	​		883,236
Deferred income taxes, net	​		2,314	​		(155,114)	​		—
(Gain) loss on derivatives	​	​	389	​	​	(979)	​	​	13,760
Loss on extinguishment of debt	​		272,085	​		29,175	​		6,701
Provision for bad debts and inventory obsolescence	​		3,339	​		6,359	​		6,190
Gain on involuntary conversion of assets	​	​	(2,027)	​	​	(4,771)	​	​	(6,852)
Share-based compensation expense	​		88,393	​		91,781	​		118,940
Net foreign currency adjustments on euro-denominated debt	​		135,400	​		(25,837)	​		8,188
Changes in operating assets and liabilities:	​		​	​		​	​		​
Accounts receivable, net	​		(73,765)	​		49,304	​		39,649
Inventories	​		11,024	​		6,950	​		(11,042)
Prepaid expenses and other assets	​		17,796	​		88,366	​		410,266
Accounts payable	​		(1,524)	​		(20,208)	​		(50,976)
Accrued expenses and other liabilities	​		(15,334)	​		65,348	​		(82,202)
Advance ticket sales	​		66,302	​		35,680	​		503,678
Net cash provided by operating activities	​		2,089,746	​		2,049,823	​		2,005,714
Cash flows from investing activities	​		​	​		​	​		​
Additions to property and equipment, net	​		(3,259,606)	​		(1,210,952)	​		(2,750,362)
Cash paid on settlement of derivatives	​	​	(1,884)	​	​	(1,789)	​	​	(162,942)
Acquisition, net of cash acquired	​	​	—	​	​	(27,322)	​	​	—
Other, net	​	​	(3,201)	​	​	10,675	​	​	16,161
Net cash used in investing activities	​		(3,264,691)	​		(1,229,388)	​		(2,897,143)
Cash flows from financing activities	​		​	​		​	​		​
Repayments of long-term debt	​		(8,172,855)	​		(2,169,045)	​		(3,758,234)
Proceeds from long-term debt	​		9,737,789	​		1,298,599	​		4,322,941
Common share issuance proceeds, net	​	​	144,956	​	​	—	​	​	—
Proceeds from employee-related plans	​		—	​		—	​		5,307
Net share settlement of restricted share units	​		(23,826)	​		(25,333)	​		(26,860)
Early redemption premium	​		(238,126)	​		(19,166)	​		—
Deferred financing fees	​		(253,865)	​		(117,140)	​		(196,297)
Net cash provided by (used in) financing activities	​		1,194,073	​		(1,032,085)	​		346,857
Net increase (decrease) in cash and cash equivalents	​		19,128	​		(211,650)	​		(544,572)
Cash and cash equivalents at beginning of period	​		190,765	​		402,415	​		946,987
Cash and cash equivalents at end of period	​	$	209,893	​	$	190,765	​	$	402,415

​

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

​

F-6

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Changes in Shareholders’ Equity

(in thousands)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	Accumulated		​ ​ ​	​		​ ​ ​	​	​
​	​	​	​	​	Additional		​	Other		​	​		​	Total
​	​	Ordinary		​	Paid-in		​	Comprehensive		​	Accumulated		​	Shareholders’
​	​	Shares		​ ​ ​	Capital		​ ​ ​	Income (Loss)		​ ​ ​	Deficit		​ ​ ​	Equity
Balance, December 31, 2022	​	$	421	​	​	7,611,564	​	​	(477,079)	​	​	(7,066,315)	​	$	68,591
Share-based compensation	​	​	—	​	​	118,940	​	​	—	​	​	—	​	​	118,940
Issuance of shares under employee-related plans	​	​	4	​	​	5,303	​	​	—	​	​	—	​	​	5,307
Common share issuance for NCLC exchangeable notes	​	​	—	​	​	10	​	​	—	​	​	—	​	​	10
Net share settlement of restricted share units	​	​	—	​	​	(26,860)	​	​	—	​	​	—	​	​	(26,860)
Other comprehensive loss, net	​	​	—	​	​	—	​	​	(31,359)	​	​	—	​	​	(31,359)
Net income	​	​	—	​	​	—	​	​	—	​	​	166,178	​	​	166,178
Balance, December 31, 2023	​	​	425	​	​	7,708,957	​	​	(508,438)	​	​	(6,900,137)	​	​	300,807
Share-based compensation	​	​	—	​	​	91,781	​	​	—	​	​	—	​	​	91,781
Issuance of shares under employee-related plans	​	​	4	​	​	(4)	​	​	—	​	​	—	​	​	—
Common share issuance for NCLC exchangeable notes	​	​	11	​	​	146,517	​	​	—	​	​	—	​	​	146,528
Net share settlement of restricted share units	​	​	—	​	​	(25,333)	​	​	—	​	​	—	​	​	(25,333)
Other comprehensive income, net	​	​	—	​	​	—	​	​	1,399	​	​	—	​	​	1,399
Net income	​	​	—	​	​	—	​	​	—	​	​	910,257	​	​	910,257
Balance, December 31, 2024	​	​	440	​	​	7,921,918	​	​	(507,039)	​	​	(5,989,880)	​	​	1,425,439
Share-based compensation	​	​	—	​	​	88,393	​	​	—	​	​	—	​	​	88,393
Issuance of shares under employee-related plans	​	​	3	​	​	(3)	​	​	—	​	​	—	​	​	—
Common share issuance proceeds, net	​	​	7	​	​	144,949	​	​	—	​	​	—	​	​	144,956
Common share issuance for NCLC exchangeable notes	​	​	5	​	​	96,001	​	​	—	​	​	—	​	​	96,006
Net share settlement of restricted share units	​	​	—	​	​	(23,826)	​	​	—	​	​	—	​	​	(23,826)
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 accompanying notes are an integral part of these consolidated financial statements.

​

F-7

Norwegian Cruise Line Holdings Ltd.

Notes to the Consolidated Financial Statements

​

1.	Description of Business and Organization

We are a leading global cruise company which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. As of December 31, 2025, we had 34 ships with approximately 71,400 Berths. The Company expects to add 17 additional ships to our fleet from 2026 through 2037.

We have three Prima Class Ships on order with currently scheduled delivery dates from 2026 through 2028. We also have orders for three new classes of ships: five Sonata Class Ships with deliveries currently scheduled from 2027 through 2037, four Prestige Class Ships with deliveries currently scheduled from 2026 through 2036 and five Norwegian Cruise Line ships with deliveries currently scheduled from 2030 through 2037. The orders for the Prestige Class Ships to be delivered in 2033 and 2036 and the Sonata Class Ship and Norwegian Cruise Line ship each to be delivered in 2037 will be effective upon financing.

In late 2023, in response to the 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. In connection with the reorganization, among other steps, certain NCLH subsidiaries previously domiciled in the Isle of Man, the Cayman Islands, the Republic of the Marshall Islands, the Republic of Panama and the state of Delaware, were redomiciled to Bermuda.

​

2.	Summary of Significant Accounting Policies

Basis of Presentation

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and contain all normal recurring adjustments necessary for a fair presentation of the results for the periods presented. Estimates are required for the preparation of consolidated financial statements in accordance with generally accepted accounting principles and actual results could differ from these estimates. All significant intercompany accounts and transactions are eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents are stated at cost and include cash and investments with original maturities of three months or less at acquisition.

Accounts Receivable, Net

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. Accounts receivable are shown net of an allowance for credit losses of $12.5 million and $15.1 million as of December 31, 2025 and 2024, respectively.

Inventories

Inventories mainly consist of provisions, supplies and fuel and are carried at the lower of cost or net realizable value using the first-in, first-out method of accounting.

Advertising Costs

Advertising costs are expensed as incurred. Expenses related to advertising costs totaled $622.1 million, $513.7 million and $512.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

F-8

Earnings Per Share

Basic EPS is computed by dividing net income by the basic weighted-average number of shares outstanding during each period. Diluted EPS is computed by dividing net income by diluted weighted-average shares outstanding.

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

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
Net income	​	$	423,246	​	$	910,257	​	$	166,178
Effect of dilutive securities - exchangeable notes	​	​	13,923	​	​	63,308	​	​	—
Net income and assumed conversion of exchangeable notes - Diluted EPS	​	$	437,169	​	$	973,565	​	$	166,178
Basic weighted-average shares outstanding	​		448,542,442	​		435,278,605	​		424,424,962
Dilutive effect of share awards	​		3,788,033	​		4,039,709	​		2,975,887
Dilutive effect of exchangeable notes	​	​	25,411,836	​	​	75,712,234	​	​	—
Diluted weighted-average shares outstanding	​		477,742,311	​		515,030,548	​		427,400,849
Basic EPS	​	$	0.94	​	$	2.09	​	$	0.39
Diluted EPS	​	$	0.92	​	$	1.89	​	$	0.39

​

Each exchangeable note (see Note 9 – “Long-Term Debt”) is individually evaluated for its dilutive or anti-dilutive impact on EPS as determined under the if-converted method. Only the interest expense and weighted average shares for exchangeable notes that are dilutive are included in the effect of dilutive securities. During the 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. During the year ended December 31, 2023 all the 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. Share awards are evaluated for a dilutive or anti-dilutive impact on EPS using the treasury stock method. For the years ended December 31, 2025, 2024 and 2023, a total of 19.7 million, 5.1 million and 87.6 million shares, respectively, have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

Property and Equipment, Net

Property and equipment are recorded at cost. We determine the weighted average useful lives of our ships based primarily on our estimates of the costs and useful lives of the ships’ major component systems on the date of acquisition, such as cabins, main diesels, main electric, superstructure and hull, and their related proportional weighting to the ship as a whole. Ship improvement costs that we believe add value to our ships are capitalized to the ship and depreciated over the shorter of the improvements’ estimated useful lives or the remaining useful life of the ship while costs of repairs and maintenance, including Dry-dock costs, are charged to expense as incurred. During ship construction, certain interest is capitalized as a cost of the ship. Gains or losses on the sale of property and equipment are recorded as a component of operating income (expense) in our consolidated statements of operations. The useful lives of components of new ships and ship improvements are estimated based on the economic lives of the new components. In addition, to determine the useful lives of the major components of new ships and ship improvements, we consider the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs and anticipated changes in technological conditions.

F-9

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, after a 10-15% reduction for the estimated residual values of ships as follows:

​

​	​	​
​	​ ​ ​	Useful Life
Ships		30‑35 years
Computer hardware and software		3‑15 years
Other property and equipment		3‑40 years
Leasehold improvements		Shorter of lease term or asset life
Ship improvements		Shorter of asset life or life of the ship

​

Long-lived assets are reviewed for impairment, based on estimated future undiscounted cash flows, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped and evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. For ship impairment analyses, the lowest level for which identifiable cash flows are largely independent of other assets and liabilities is each individual ship. We consider historical performance and future estimated results in our evaluation of potential impairment and then compare the carrying amount of the asset to the estimated future cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, we measure the amount of the impairment by comparing the carrying amount of the asset to its estimated fair value. We estimate fair value based on the best information available utilizing estimates, judgments and projections as necessary. Our estimate of fair value is generally measured by discounting expected future cash flows at discount rates commensurate with the associated risk.

Goodwill and Trade Names

Goodwill represents the excess of cost over the estimated fair value of net assets acquired. Goodwill and other indefinite-lived assets, principally trade names, are reviewed for impairment annually or earlier if there is an event or change in circumstances that would indicate that the carrying value of these assets may not be fully recoverable. We may use a qualitative assessment which allows us to first assess qualitative factors to determine whether it is more likely than not (i.e., more than 50%) that the estimated fair value of a reporting unit is less than its carrying value. For trade names we also may provide a qualitative assessment to determine if there is any indication of impairment.

In order to make this evaluation, we consider the following circumstances as well as others:

	●	Changes in general macroeconomic conditions, such as a deterioration in general economic conditions; limitations on accessing capital; fluctuations in foreign exchange rates; or other developments in equity and credit markets;

	●	Changes in industry and market conditions such as a deterioration in the environment in which an entity operates; an increased competitive environment; a decline in market-dependent multiples or metrics (in both absolute terms and relative to peers); a change in the market for an entity’s products or services; or a regulatory or political development;

	●	Changes in cost factors that have a negative effect on earnings and cash flows;

	●	Decline in overall financial performance (for both actual and expected performance);

	●	Entity and reporting unit specific events such as changes in management, key personnel, strategy, or customers; litigation; or a change in the composition or carrying amount of net assets; and

	●	Decline in share price (in both absolute terms and relative to peers).

If the result of the qualitative assessment indicated it is more likely than not that the estimated fair value of the asset is less than its carrying value, we would conduct a quantitative assessment comparing the fair value to its carrying value.

F-10

We have concluded that our business has three reporting units. Each brand, Oceania Cruises, Regent and Norwegian, constitutes a business for which discrete financial information is available and management regularly reviews the operating results, and therefore, each brand is considered an operating segment.

For our annual impairment evaluation, we performed a qualitative assessment for the Norwegian and Regent reporting units and for each brand’s trade names. As of October 1, 2025, our annual review supports the carrying value of these assets.

Revenue and Expense Recognition

Deposits on advance ticket sales are deferred when received and are subsequently recognized as revenue ratably during the voyage sailing days as services are rendered over time on the ship. Cancellation fees are recognized in passenger ticket revenue in the month of the cancellation. Goods and services associated with onboard revenue are generally provided at a point in time and revenue is recognized when the performance obligation is satisfied. A receivable is recognized for onboard goods and services rendered when the voyage is not completed before the end of the period. All associated direct costs of a voyage are recognized as incurred in cruise operating expenses.

Disaggregation of Revenue

Revenue and cash flows are affected by economic factors in various geographical regions.

Revenues by destination consisted of the following (in thousands):

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​ ​ ​	2025		​ ​ ​	2024			2023
North America	​	$	5,649,039	​	$	5,318,676	​	$	5,002,796
Europe	​		2,898,886	​		3,035,406	​		2,754,160
Asia-Pacific	​		996,748	​		779,484	​		533,484
Other	​		282,919	​		346,085	​		259,484
Total revenue	​	$	9,827,592	​	$	9,479,651	​	$	8,549,924

​

North America includes the U.S., the Caribbean, Canada and Mexico. Europe includes the Baltic region, Canary Islands and Mediterranean. Asia-Pacific includes Australia, New Zealand and Asia. Other includes all other international territories.

​

Segment Reporting

​

We have concluded that our business has a single reportable segment. Each brand, Norwegian, Oceania Cruises and Regent, constitutes a business for which discrete financial information is available and management regularly reviews the brand level operating results, and therefore, each brand is considered an operating segment. Our operating segments have similar economic and qualitative characteristics, including similar long-term margins and similar products and services; therefore, we aggregate all of the operating segments into one reportable segment, which is equivalent to our consolidated financial statements.

Our chief operating decision maker (“CODM”) is the President and Chief Executive Officer who is also a Director on our Board of Directors. Our CODM uses adjusted operating income in assessing segment performance and deciding how to allocate resources. Resource allocation primarily occurs during the annual budgeting process, where capital is assigned to operations and assessed for availability in investment and financing activities. The CODM considers variances on a monthly and quarterly basis to assess performance against budget, forecast and prior year actual results. Adjusted operating income is used to assess return on invested capital, which is considered in the non-cash compensation of certain employees based on the reportable segment’s performance.

F-11

The below table includes our calculation of adjusted operating income, our significant segment expenses therein, and a reconciliation of adjusted operating income to net income before income taxes (in thousands):

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
Total revenue	​	$	9,827,592	​	$	9,479,651	​	$	8,549,924
Cruise operating expense	​		​	​		​	​		​
Commissions, transportation and other	​		1,782,004	​	​	1,917,443	​	​	1,883,279
Onboard and other	​		688,724	​		661,553	​		599,904
Adjusted payroll and related (1)	​		1,379,864	​		1,322,465	​		1,241,243
Fuel	​		675,887	​		698,050	​		716,833
Food	​		315,460	​		312,992	​		358,310
Other	​		774,032	​		753,940	​		648,142
Adjusted total cruise operating expense	​		5,615,971	​		5,666,443	​		5,447,711
Other operating expense	​		​	​		​	​		​
Adjusted marketing, general and administrative (2)	​		1,481,395	​		1,362,404	​		1,241,482
Adjusted depreciation and amortization (3)	​		983,654	​		890,242	​		808,568
Adjusted total other operating expense	​		2,465,049	​		2,252,646	​		2,050,050
Adjusted operating income	​	$	1,746,572	​	$	1,560,562	​	$	1,052,163
​	​	​	​	​	​	​	​	​	​
Adjusted operating income	​	$	1,746,572	​	$	1,560,562	​	$	1,052,163
Non-cash compensation and write-off (4)	​	​	(185,704)	​	​	(94,656)	​	​	(121,252)
Interest expense, net	​		(953,506)	​		(747,223)	​		(727,531)
Other income (expense), net	​		(178,641)	​		54,224	​		(40,204)
Net income before income taxes	​	$	428,721	​	$	772,907	​	$	163,176

(1)	Excludes non-cash deferred compensation expenses related to the crew pension plan and non-cash share-based compensation expenses related to equity awards for shipboard officers. We refer you to Note 11 – “Employee Benefits and Share-Based Compensation.”

(2)	Excludes non-cash share-based compensation expenses related to equity awards for corporate employees. We refer you to Note 11 – “Employee Benefits and Share-Based Compensation.”

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

(4)	Includes non-cash deferred compensation expenses related to the crew pension plan and non-cash share-based compensation expenses related to equity awards, which are included in payroll and related expense and marketing, general and administrative expense, and the write-off of an internal use-software project included in depreciation and amortization expense.

​

Although we sell cruises on an international basis, our passenger ticket revenue is primarily attributed to U.S.-sourced guests who make reservations through the U.S. Revenue attributable to U.S.-sourced guests was 84% for each of the years ended December 31, 2025, 2024 and 2023. No other individual country’s revenues exceeded 10% in any of our last three years.

Substantially all of our long-lived assets are located outside of the U.S. and consist primarily of our ships. We had 22 ships with Bahamas registry with a carrying value of $12.5 billion as of December 31, 2025 and 21 ships with Bahamas registry with a carrying value of $11.2 billion as of December 31, 2024. We had 11 ships with Marshall Islands registry with a carrying value of $4.2 billion as of December 31, 2025 and 10 ships with Marshall Islands registry with a carrying value of $3.5 billion as of December 31, 2024. We also had one ship with U.S. registry with a carrying value of $0.3 billion as of December 31, 2025 and 2024.

F-12

Debt Issuance Costs

Debt issuance costs related to a recognized debt liability are presented in the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. For line of credit arrangements and for those debt facilities not fully drawn we defer and present debt issuance costs as an asset. These deferred issuance costs are amortized over the life of the loan. The amortization of deferred financing fees is included in depreciation and amortization expense in the consolidated statements of cash flows; however, for purposes of the consolidated statements of operations it is included in interest expense, net.

Foreign Currency

The majority of our transactions are settled in U.S. dollars. We remeasure assets and liabilities denominated in foreign currencies at exchange rates in effect at the balance sheet date. The resulting gains or losses are recognized in our consolidated statements of operations within other income (expense), net. We recognized a loss of $180.3 million, a gain of $53.3 million and a loss of $28.7 million for the years ended December 31, 2025, 2024 and 2023, respectively, related to remeasurement of assets and liabilities denominated in foreign currencies. Remeasurements of foreign currency related to operating activities are recognized within changes in operating assets and liabilities in the consolidated statement of cash flows.

Derivative Instruments and Hedging Activity

We enter into derivative contracts to reduce our exposure to fluctuations in foreign currency exchange rates, interest rates and fuel prices. The criteria used to determine whether a transaction qualifies for hedge accounting treatment includes critical terms match or regression analysis and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the derivative and the hedged forecasted transaction. We have elected an accounting policy to net the fair value of our derivatives when a master netting arrangement exists with our counterparties.

A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability may be designated as a cash flow hedge. Changes in fair value of derivative instruments that are designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) until the underlying hedged transactions are recognized in earnings. To the extent that an instrument is not effective as a hedge or is no longer probable of occurring, gains and losses are recognized in other income (expense), net in our consolidated statements of operations. Realized gains and losses related to our effective hedges are recognized in the same line item as the underlying hedged transactions. For presentation in our consolidated statements of cash flows, we have elected to classify the cash flows from our cash flow hedges in the same category as the cash flows from the items being hedged.

Concentrations of Credit Risk

We monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. Credit risk, including but not limited to counterparty non-performance under derivative instruments, our undrawn commitment and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions and insurance companies that we have well-established relationships with and that have credit risks acceptable to us or the credit risk is spread out among a large number of creditors. We do not anticipate non-performance by any of our significant counterparties.

Insurance

We use a combination of insurance and self-insurance for a number of risks including claims related to crew and guests, hull and machinery, war risk, workers’ compensation, property damage, employee healthcare and general liability. Liabilities associated with certain of these risks, including crew and passenger claims, are estimated actuarially based upon known facts, historical trends and a reasonable estimate of future expenses. While we believe these accruals are adequate, the ultimate losses incurred may differ from those recorded.

F-13

Income Taxes

Deferred tax assets and liabilities are calculated in accordance with the liability method. Deferred taxes are recorded using the currently enacted tax rates that apply in the periods that the differences are expected to reverse. Deferred taxes are not discounted.

We provide a valuation allowance on deferred tax assets when it is more likely than not that such assets will not be realized. We regularly assess the need for the valuation allowance on our deferred tax assets, and to the extent that we determine that an adjustment is needed, such adjustment will be recognized in the period that the determination is made. With respect to acquired deferred tax assets, changes within the measurement period that result from new information about facts and circumstances that existed at the acquisition date shall be recognized through a corresponding adjustment to goodwill. Subsequent to the measurement period, all other changes shall be reported as a reduction or increase to income tax expense in our consolidated statements of operations.

Share-Based Compensation

We recognize expense for our share-based compensation awards using a fair-value-based method. Share-based compensation expense is recognized over the requisite service period for awards that are based on a service period and not contingent upon any future performance. We refer you to Note 11 – “Employee Benefits and Share-Based Compensation.”

Recently Issued Accounting Guidance

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive

Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain costs and expenses, including employee compensation, and requires other improvements to disclosures. The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The update may be applied on a prospective or retrospective basis. We are evaluating the impact of ASU 2024-03 on our notes to the consolidated financial statements.

​

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes the prescriptive software development stages and replaces them with a probable-to-complete recognition threshold. These changes also apply to website development costs. The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The update may be applied using a prospective, modified or retrospective transition approach. We will evaluate the impact of ASU 2025-06 on our consolidated financial statements.

​

In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements (“ASU 2025-09”), which updates the guidance to more closely align hedge accounting with the economics of an entity’s risk management activities. Among other things, ASU 2025-09 expands the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge by allowing similar risks instead of shared risks and expands hedge accounting for forecasted purchases of nonfinancial assets (for example, fuel) by permitting hedge accounting for eligible components of forecasted transactions and subcomponents of explicitly referenced components in an agreement’s pricing formula. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The update shall be applied on a prospective basis; however, upon adoption, entities are permitted to modify certain critical terms of certain existing hedging relationships without dedesignating the hedge. We will evaluate the impact of ASU 2025-09 on our consolidated financial statements.

​

F-14

3.	Revenue and Expense from Contracts with Customers

Nature of Goods and Services

We offer our guests a multitude of cruise fare options when booking a cruise. Our cruise ticket prices generally include cruise fare and a wide variety of onboard activities and amenities, meals, entertainment and government taxes, fees and port expenses. In some instances, cruise ticket prices include round-trip airfare to and from the port of embarkation, complimentary beverages, unlimited shore excursions, Wi-Fi, pre-cruise hotel packages, and on some of the exotic itineraries, pre- or post-land packages. Prices vary depending on the particular cruise itinerary, stateroom category selected and the time of year that the voyage takes place. Passenger ticket revenue also includes full ship charters as well as government taxes, fees and port expenses.

During the voyage, we generate onboard and other revenue for additional products and services which are not included in the cruise fare, including casino operations, certain food and beverages, gift shop purchases, spa services, Wi-Fi services and other similar items. Food and beverage, casino operations and shore excursions are generally managed directly by us while retail shops, spa services, art auctions and Wi-Fi services may be managed through contracts with third-party concessionaires. These contracts generally entitle us to a percentage of the gross sales derived from these concessions, which is recognized on a net basis. While some onboard goods and services may be prepaid prior to the voyage, we utilize point-of-sale systems for discrete purchases made onboard. Certain of our product offerings are bundled, and we allocate the value of the bundled goods and services between passenger ticket revenue and onboard and other revenue based upon the relative standalone selling prices of those goods and services.

Timing of Satisfaction of Performance Obligations and Significant Payment Terms

The payment terms and cancellation policies vary by brand, stateroom category, length of voyage, and country of purchase. A deposit for a future booking is required at or soon after the time of booking. Final payment is generally due between 120 days and 180 days before the voyage. Deposits on advance ticket sales are deferred when received and include amounts that are refundable. Deferred amounts are subsequently recognized as revenue ratably during the voyage sailing days as services are rendered over time on the ship. Deposits are generally cancellable and refundable prior to sailing, but may be subject to penalties, depending on the timing of cancellation. The inception of substantive cancellation penalties generally coincides with dates that final payment is due, and penalties generally increase as the voyage sail date approaches. Cancellation fees are recognized in passenger ticket revenue in the month of the cancellation.

Goods and services associated with onboard revenue are generally provided at a point in time, and revenue is recognized when the performance obligation is satisfied. Onboard goods and services rendered may be paid at disembarkation. A receivable is recognized for onboard goods and services rendered when the voyage is not completed before the end of the period.

Cruises that are reserved under full ship charter agreements are subject to the payment terms of the specific agreement and may be either cancelable or non-cancelable. Deposits received on charter voyages are deferred when received and included in advance ticket sales. Deferred amounts are subsequently recognized as revenue ratably over the voyage sailing dates.

Contract Balances

Receivables from customers are included within accounts receivable, net. As of December 31, 2025 and 2024, our receivables from customers were $102.3 million and $114.2 million, respectively, primarily related to in-transit credit card receivables.

Contract liabilities represent the Company’s obligation to transfer goods and services to a customer. A customer deposit held for a future cruise is generally considered a contract liability only when final payment is both due and paid by the customer and is usually recognized in earnings within 180 days of becoming a contract. Our contract liabilities are included within advance ticket sales. Other deposits held and included within advance ticket sales or other long-term

F-15

liabilities are not considered contract liabilities as they are largely cancelable and refundable. Future cruise credits are not contracts, and therefore, these are excluded from our contract liability balance; however, the credit for the original amount paid is also included in advance ticket sales.

As of December 31, 2025, our contract liabilities were $2.3 billion. Of the amounts included within contract liabilities as of December 31, 2025, approximately 40% were refundable in accordance with our cancellation policies. Of the deposits included within advance ticket sales, the majority are refundable in accordance with our cancellation policies and it is uncertain to what extent guests may request refunds. As of December 31, 2024, our contract liabilities were $2.2 billion. Approximately $1.9 billion of the December 31, 2024 contract liability balance has been recognized in revenue for the year ended December 31, 2025.

The addition of two new ships throughout 2025 increased the contract liability as the number of sailings available for sale increases after each new ship is delivered. Additionally, cruises for two ships on order were available for sale as of December 31, 2025.

Practical Expedients and Exemptions

We do not disclose information about remaining performance obligations that have original expected durations of one year or less. We recognize revenue in an amount that corresponds directly with the value to the customer of our performance completed to date. Variable consideration, which will be determined based on a future rate and passenger count, is excluded from the disclosure and these amounts are not material. These variable non-disclosed contractual amounts relate to non-cancelable charter agreements and a service concession arrangement with a certain port, both of which are long-term in nature. Amounts that are fixed in nature due to the application of minimum guarantees are also not material and are not disclosed.

Contract Costs

Management generally expects that incremental commissions and credit card fees paid as a result of obtaining ticket contracts are recoverable; therefore, we recognize these amounts as assets when they are paid prior to the voyage. Costs of air tickets, port taxes and other fees that fulfill future performance obligations are also considered recoverable and are recorded as assets. Costs incurred to obtain customers were $250.4 million and $229.6 million as of December 31, 2025 and 2024, respectively. Costs to fulfill contracts with customers were $95.9 million and $120.8 million as of December 31, 2025 and 2024, respectively. Both costs to obtain and fulfill contracts with customers are recognized within prepaid expenses and other assets. Incremental commissions, credit card fees, air ticket costs, and port taxes and fees are recognized ratably over the voyage sailing dates, concurrent with associated revenue, and are primarily in commissions, transportation and other expense.

​

4**. Acquisition**

​

On April 25, 2024, Norwegian acquired 100% of the voting equity interest of Independent Maritime Advisors Ltd. (“IMA”), a consulting company specializing in project management for newbuilds and vessel conversions for $37.5 million, which consisted primarily of cash and also included deferred consideration and the settlement of a pre-existing relationship. Norwegian acquired IMA to bring newbuild project management and supervision in-house and optimize the overall capital outflow for newbuild expenditures, which generates synergies that create goodwill.

​

The purchase price was allocated as follows (in thousands):

​

​	​	​	​
Assets, other than goodwill	​	$	4,302
Goodwill	​		37,630
Liabilities	​		(9,088)
Total consideration allocated, net of $4.7 million of cash acquired	​	$	32,844

​

F-16

As of December 31, 2025, the measurement period pertaining to the acquisition has ended and no adjustment was recognized. The acquisition of IMA did not have a material impact on the Company’s consolidated statements of operations.

​

5.	Goodwill and Trade Names

Goodwill and trade names are not subject to amortization. As of December 31, 2025 and 2024, the carrying values were $135.8 million for goodwill and $500.5 million for trade names. We evaluate goodwill and trade names for impairment annually or more frequently when an event occurs or circumstances change that indicates the carrying value of a reporting unit may not be recoverable.

The carrying amounts of goodwill are as follows (in thousands):

​

​	​	​	​
​	​	​
​	​	Total
​	​	Goodwill
Accumulated impairment loss		$	(1,290,797)
Balance, December 31, 2025 and 2024	​	​	135,764

​

The carrying value of our trade names was $500.5 million, which consists of $207.5 million for Norwegian Cruise Line, $140.0 million for Oceania Cruises and $153.0 million for Regent Seven Seas Cruises.

​

​

​

​

6. Leases

Nature of Leases

We have operating leases primarily for port facilities and also corporate offices, warehouses, and certain equipment. Many of our leases include both lease and non-lease components. We have adopted the practical expedient which allows us to combine lease and non-lease components by class of asset. We have applied this expedient for office leases, port facilities, and certain equipment.

The components of lease expense were as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	Year Ended		​ ​ ​	Year Ended		​ ​ ​	Year Ended
​		December 31, 2025			December 31, 2024			December 31, 2023
Operating lease expense	​	$	58,544	​	$	69,836	​	$	54,290
Variable lease expense	​	​	35,329	​	​	33,246	​	​	25,364
Short-term lease expense	​	​	42,814	​	​	44,683	​	​	36,853

​

Lease balances were as follows (in thousands):

​

​	​	​	​	​	​	​	​	​
​	​ ​ ​	Balance Sheet location	​ ​ ​	December 31, 2025		​	December 31, 2024
Operating leases		​		​	​	​	​	​
Right-of-use assets		Other long-term assets	​	$	1,089,709	​	$	899,091
Current operating lease liabilities		Accrued expenses and other liabilities	​	​	32,064	​	​	27,313
Non-current operating lease liabilities		Other long-term liabilities	​	​	897,899	​	​	788,669

​

The increase in our right-of-use assets from December 31, 2024 to December 31, 2025 includes the right-of-use assets obtained in exchange for lease obligations included below plus prepaid rent for certain port facilities.

​

​

F-17

Supplemental cash flow and non-cash information related to leases was as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended		​ ​ ​	Year Ended		​ ​ ​	Year Ended
​	​	December 31, 2025			December 31, 2024			December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:	​	​	​	​	​	​	​	​	​
Operating cash outflows from operating leases	​	$	86,107	​	$	86,566	​	$	122,499
​	​	​	​	​	​	​	​	​	​
Right-of-use assets obtained in exchange for lease obligations:	​	​	​	​	​	​	​	​	​
Operating leases	​	​	137,848	​	​	168,369	​	​	77,954

​

Other supplemental information related to leases was as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended		​ ​ ​	Year Ended		​ ​ ​	Year Ended		​ ​ ​
​	​	December 31, 2025			December 31, 2024			December 31, 2023
Weighted average remaining lease term (years) - operating leases	​		28.37	​		26.45	​		22.68	​
Weighted average discount rate - operating leases	​	​	6.53	%	​	6.87	%	​	7.92	%

​

As of December 31, 2025, maturities of lease liabilities were as follows (in thousands):

​

​	​	​	​
​	​	Operating
​	​ ​ ​	leases
2026	​	$	90,920
2027	​		81,253
2028	​		75,468
2029	​		77,113
2030	​		79,053
Thereafter	​		1,757,400
Total	​		2,161,207
Less: Present value discount	​		(1,231,244)
Present value of lease liabilities	​	$	929,963

​

Sales-Type Lease

We have one sales-type lease for constructed land-based transportation equipment and infrastructure. The remaining term of the lease is 17 years. At the end of the lease term, the assets shall be conveyed to the lessee. As of December 31, 2025, the lease receivable is $37.3 million and is recognized within accounts receivable, net and other long-term assets. The maturities of the lease receivable as of December 31, 2025 were as follows (in thousands):

​

​	​	​	​
​	​	Sales-type
​	​ ​ ​	lease
2026	​	$	2,682
2027	​		2,682
2028	​		2,682
2029	​		2,682
2030	​		2,682
Thereafter	​		23,903
Total	​	$	37,313

​

​

F-18

Assumptions and Judgments in Applying Topic 842 and Practical Expedients Elected

Our leases contain both fixed and variable payments. Fixed payments and variable lease payments that depend on a rate or index are included in the calculation of the right-of-use asset. Other variable payments are excluded from the calculation unless there is an unavoidable fixed minimum cost related to those payments such as a minimum annual guarantee. Our lease assets are amortized on a straight-line basis except for our rights to use port facilities. The expenses related to port facilities are amortized based on passenger counts as this basis represents the pattern in which the economic benefit is derived from the right to use the underlying asset.

For non-consecutive lease terms, which relate to our rights to use certain port facilities, the term of the lease is based on the number of days on which we have the right to use a specified asset. We have adopted the practical expedient to exclude leases with terms of less than one year from being included on the balance sheet. Lease expense for agreements that are short-term are disclosed below and include both fixed and variable payments.

Certain leases include one or more options to extend or terminate and are primarily in five-year increments. Lease extensions and terminations, including auto-renewing lease terms, were only included in the calculation of the right-of-use asset to the extent that the right to renew or terminate was at the option of the lessor only or where there was a more than insignificant penalty for termination.

As our leases do not have a readily determinable implicit rate, we estimated our incremental borrowing rate to determine the net present value of the lease payments at the commencement date. Our incremental borrowing rate was estimated based on the rate we would have obtained if we had borrowed collateralized debt over the lease term to purchase the asset.

We have also adopted the practical expedient which allows us, by class of asset, to not separate lease and non-lease components when we are the lessor in the underlying transaction, the transactions would otherwise be accounted for under ASC 606–Revenue Recognition and the non-lease components are the predominant components of the agreements. We have applied this practical expedient to transactions with cruise passengers and concession service providers related to the use of our ships. We refer you to Note 3 – “Revenue and Expense from Contracts with Customers.”

​

Leases That Have Not Yet Commenced

​

We have three agreements primarily related to our rights to use certain port facilities which are under construction or will be constructed in the future. The lease terms for these agreements have not commenced as of December 31, 2025. Although we have provided or may provide design input or advances related to these assets, we have determined that we do not control these assets during the period of construction. The leases are expected to commence in 2026 and 2028. These port facilities have undiscounted minimum annual guarantees of approximately $100.3 million.

​

In April 2025, we executed long-term leases for two of our ships. The lease for Norwegian Sky will commence in 2026, and the lease for Norwegian Sun will commence in 2027. Each lease has a term of 10 years and contains a nominal purchase option at the end of each lease term. These leases are expected to be operating leases. The aggregate undiscounted lease payments to be received throughout the terms of the agreements, including variable payments, are expected to be approximately $320 million.

​

​

​

​

​

F-19

7.	Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) was as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2025								​
​	​ ​ ​	​	​	​ ​ ​	​	​	​	Change		​
​	​	Accumulated		​	Change		​	Related to		​
​	​	Other		​	Related to		​	Shipboard		​
​	​	Comprehensive		​	Cash Flow		​	Retirement		​
​	​ ​ ​	Income (Loss)		​ ​ ​	Hedges		​	Plan		​
Accumulated other comprehensive income (loss) at beginning of period	​	$	(507,039)		$	(514,243)	​	$	7,204	​
Current period other comprehensive income (loss) before reclassifications	​		22,203	​		23,232	​		(1,029)	​
Amounts reclassified into earnings	​		33,471	​		33,408	(1)		63	(2)
Accumulated other comprehensive income (loss) at end of period	​	$	(451,365)	​	$	(457,603)	(3)	$	6,238	​

​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2024								​
​	​ ​ ​	​	​	​ ​ ​	​	​	​	Change
​	​	Accumulated		​	Change		​	Related to		​
​	​	Other		​	Related to		​	Shipboard		​
​	​	Comprehensive		​	Cash Flow		​	Retirement		​
​	​ ​ ​	Income (Loss)		​ ​ ​	Hedges		​	Plan		​
Accumulated other comprehensive income (loss) at beginning of period		$	(508,438)		$	(508,524)	​	$	86
Current period other comprehensive income (loss) before reclassifications			(3,902)			(10,642)			6,740
Amounts reclassified into earnings			5,301			4,923	(1)		378	(2)
Accumulated other comprehensive income (loss) at end of period		$	(507,039)		$	(514,243)	​	$	7,204

​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2023								​
​	​ ​ ​	​	​	​ ​ ​	​	​	​	Change		​
​	​	Accumulated		​	Change		​	Related to		​
​	​	Other		​	Related to		​	Shipboard		​
​	​	Comprehensive		​	Cash Flow		​	Retirement		​
​	​ ​ ​	Income (Loss)		​ ​ ​	Hedges		​	Plan		​
Accumulated other comprehensive income (loss) at beginning of period	​	$	(477,079)	​	$	(480,578)	​	$	3,499	​
Current period other comprehensive loss before reclassifications	​		(5,441)	​		(1,773)	​		(3,668)	​
Amounts reclassified into earnings	​		(25,918)	​		(26,173)	(1)		255	(2)
Accumulated other comprehensive income (loss) at end of period	​	$	(508,438)	​	$	(508,524)	​	$	86	​

(1)	We refer you to Note 10 – “Fair Value Measurements and Derivatives” in these notes to consolidated financial statements for the affected line items in the consolidated statements of operations.

(2)	Amortization of prior-service cost and actuarial loss reclassified to other income (expense), net.

(3)	Includes $34.7 million of losses expected to be reclassified into earnings in the next 12 months.

​

F-20

8.	Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

​	​	​	​	​	​	​
​	​	December 31,
​	​ ​ ​	2025		​ ​ ​	2024
Ships	​	$	20,729,022	​	$	18,435,673
Ship improvements	​		3,747,539	​		3,269,898
Ships under construction	​		1,321,431	​		1,143,711
Land and land improvements	​		58,370	​		58,370
Private destinations and other	​		1,489,694	​		1,261,404
​	​		27,346,056	​		24,169,056
Less: accumulated depreciation	​		(8,277,249)	​		(7,358,406)
Property and equipment, net	​	$	19,068,807	​	$	16,810,650

​

The Company capitalized approximately $489.6 million of costs associated with ship improvements, $174.4 million related to private destinations and $162.8 million associated with other information technology assets during the year ended December 31, 2025. After concluding on a re-evaluation of the approach for our information technology assets during the three months ended December 31, 2025, we recognized a write-off of $95.1 million in depreciation and amortization expense related to an internal use-software project. Repairs and maintenance expenses including Dry-dock expenses were $212.0 million, $205.9 million and $160.8 million for the years ended December 31, 2025, 2024 and 2023, respectively, and were recorded within other cruise operating expense.

Ships under construction include progress payments to the shipyard, planning and design fees and other associated costs. Capitalized interest costs which were primarily associated with the construction or revitalization of ships amounted to $88.5 million, $59.9 million and $56.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

​

​

F-21

9.	Long-Term Debt

Long-term debt consisted of the following:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Interest Rate			​	​	​	Balance
​	​	December 31,			​	Maturities	​	December 31,
​	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	Through	​ ​ ​	2025		​ ​ ​	2024
​	​	​	​	​	​	​	​	(in thousands)
​	​	​	​	​	​	​	​	​	​	​	​	​
Revolving Loan Facility	​	5.54	%	6.77	%	2030	​	$	1,100,000	​	$	245,000
$450.0 million 5.375% exchangeable notes	​	—	​	5.38	%	2025	​	​	—	​	​	448,527
$1,150.0 million 1.125% exchangeable notes	​	1.13	%	1.13	%	2027	​	​	190,940	​	​	1,137,711
$473.2 million 2.50% exchangeable notes	​	2.50	%	2.50	%	2027	​	​	23,989	​	​	467,764
$353.9 million 0.875% exchangeable notes	​	0.88	%	—	​	2030	​	​	351,047	​	​	—
$1,407.0 million 0.75% exchangeable notes	​	0.75	%	—	​	2030	​	​	1,381,861	​	​	—
$1,000.0 million 5.875% senior secured notes	​	—	​	5.88	%	2027	​	​	—	​	​	993,581
$315.0 million 6.25% senior unsecured notes	​	6.25	%	6.25	%	2030	​	​	311,508	​	​	310,623
$600.0 million 7.75% senior unsecured notes	​	7.75	%	7.75	%	2029	​	​	596,043	​	​	594,782
$790.0 million 8.125% senior secured notes	​	—	​	8.13	%	2029	​	​	—	​	​	781,372
$600.0 million 8.375% senior secured notes	​	—	​	8.38	%	2028	​	​	—	​	​	593,041
$525.0 million 6.125% senior unsecured notes	​	6.13	%	6.13	%	2028	​	​	522,587	​	​	521,495
$1,425.0 million 5.875% senior unsecured notes	​	—	​	5.88	%	2026	​		—	​		1,420,523
$1,200 million 5.875% senior unsecured notes	​	5.88	%	—	​	2031	​	​	1,187,147	​	​	—
$1,800 million 6.75% senior unsecured notes	​	6.75	%	—	​	2032	​	​	1,779,568	​	​	—
$850 million 6.25% senior unsecured notes	​	6.25	%	—	​	2033	​	​	840,713	​	​	—
€529.8 million Breakaway one loan (1)	​	—	​	5.88	%	2026	​		—	​		56,343
€529.8 million Breakaway two loan (1)	​	—	​	5.12	%	2027	​		—	​		130,055
€590.5 million Breakaway three loan (1)	​	3.27	%	3.47	%	2027	​		136,998	​		212,637
€729.9 million Breakaway four loan (1)	​	3.16	%	3.32	%	2029	​		253,664	​		337,406
€710.8 million Seahawk 1 term loan (1)	​	3.99	%	4.10	%	2030	​		318,924	​		401,919
€748.7 million Seahawk 2 term loan (1)	​	3.98	%	4.06	%	2031	​		453,183	​		542,721
Leonardo newbuild one loan	​	2.68	%	2.68	%	2034	​		794,901	​		878,378
Leonardo newbuild two loan	​	2.77	%	2.77	%	2035	​		861,689	​		942,721
Leonardo newbuild three loan	​	1.83	%	1.88	%	2037	​		1,071,919	​		246,738
Leonardo newbuild four loan	​	1.96	%	1.97	%	2038	​		278,144	​		186,090
Explorer newbuild loan	​	3.76	%	3.97	%	2028	​		83,959	​		121,395
Splendor newbuild loan	​	3.20	%	3.41	%	2032	​	​	236,484	​	​	282,809
Grandeur newbuild loan	​	3.70	%	3.70	%	2035	​	​	423,012	​	​	462,691
Marina newbuild loan	​	—	​	6.78	%	2027	​		—	​		33,696
Riviera newbuild loan	​	—	​	6.00	%	2026	​		—	​		22,536
Vista newbuild loan	​	3.64	%	3.64	%	2035	​	​	468,804	​	​	515,151
Allura newbuild loan	​	1.50	%	—	​	2037	​	​	623,168	​	​	—
Prestige newbuild loan	​	5.72	%	6.38	%	2038	​	​	156,239	​	​	104,269
Prestige Class 2 newbuild loan	​	5.72	%	6.38	%	2041	​	​	15,105	​	​	15,105
Sonata newbuild loan	​	5.72	%	6.38	%	2039	​	​	119,123	​	​	65,535
Arietta newbuild loan	​	5.72	%	6.38	%	2040	​	​	16,752	​	​	16,752
Finance lease and license obligations	​	Various		Various		2028	​		8,705	​		11,124
Total debt	​	​	​	​		​	​	​	14,606,176		​	13,100,490
Less: current portion of long-term debt	​	​	​	​		​	​	​	(875,899)		​	(1,323,769)
Total long-term debt	​	​	​	​		​	​	$	13,730,277	​	$	11,776,721

(1)	Currently U.S. dollar-denominated.

​

​

F-22

​

2025 Transactions

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 Facility, and the related collateral was also released.

Also in January 2025, NCLC issued $1.8 billion aggregate principal amount of 6.750% senior unsecured notes due February 1, 2032 (the “2032 Notes”). NCLC may, at its option, redeem the 2032 Notes, in whole or in part, (i) prior to February 1, 2028 (the “2032 Notes First Call Date”), at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus an applicable “make-whole” amount, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, and (ii) on or after the 2032 Notes First Call Date, at the redemption prices set forth in the 2032 Notes indenture, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. In addition, at any time and from time to time prior to the 2032 Notes First Call Date, NCLC may redeem up to 40% of the aggregate principal amount of the 2032 Notes with the net proceeds of certain equity offerings at a redemption price equal to 106.750% of the principal amount of the 2032 Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2032 Notes issued remains outstanding following such redemption. The 2032 Notes pay interest at 6.750% per annum, semiannually in arrears on February 1 and August 1 of each year, to holders of record at the close of business on the immediately preceding January 15 and July 15, respectively. The 2032 Notes indenture contains covenants that limit the ability of NCLC and its restricted subsidiaries to, among other things: (i) create liens on certain assets to secure debt; (ii) enter into sale leaseback transactions; and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets.

The net proceeds from the issuance of the 2032 Notes, together with cash on hand, were used to redeem $1.2 billion aggregate principal amount of the 5.875% senior unsecured notes due 2026 and $600.0 million aggregate principal amount of the 8.375% senior secured notes due 2028, together with accrued and unpaid interest thereon, and to pay related transaction premiums, fees and expenses. The repayment of the 8.375% senior secured notes due 2028 also released the related collateral. During the three months ended March 31, 2025, the related losses on extinguishment were approximately $49.5 million, which were recognized in interest expense, net.

Concurrently with the above January 2025 transactions, NCLC entered into an amended and restated Revolving Loan Facility (the “Seventh ARCA”). The Seventh ARCA, among other things, increased the aggregate amount of commitments under the Revolving Loan Facility from $1.2 billion to $1.7 billion. The commitments and any loans under the Revolving Loan Facility mature on January 22, 2030, provided that (a) if, on the date that is 91 days prior to the final maturity date of any of NCLC’s outstanding senior notes (other than the exchangeable notes), (i) such senior notes (other than the exchangeable notes) have not been repaid or refinanced with indebtedness maturing after April 23, 2030 and (ii) the aggregate principal amount outstanding under such senior notes exceeds $400,000,000, the maturity date will be such date if such date is earlier than January 22, 2030, (b) if, on November 17, 2026, the 2027 1.125% Exchangeable Notes have not been repaid or refinanced with indebtedness maturing after April 23, 2030 and a liquidity test is not satisfied, the maturity date will be November 17, 2026 and (c) if, on November 17, 2026, the 2027 2.5% Exchangeable Notes have not been repaid or refinanced with indebtedness maturing after April 23, 2030 and a liquidity test is not satisfied, the maturity date will be November 17, 2026. Loans under the Revolving Loan Facility will accrue interest (x) in the case of alternate base rate loans, at a per annum rate based on an alternate base rate plus a margin of between 0.00% and 1.00% and (y) in the case of term benchmark loans, at a per annum rate based on the adjusted term SOFR plus a margin of between 1.00% and 2.00%. The commitments under the Revolving Loan Facility will accrue an unused commitment fee on the amount of available unused commitments at a rate of between 0.15% and 0.30%. The applicable margin and unused commitment fee will depend on the total leverage ratio as of the applicable date. The Seventh ARCA also modified certain existing negative covenant thresholds.

In March 2025, we took delivery of Norwegian Aqua. We had export credit financing in place for 80% of the contract price. The associated €1.0 billion term loan bears interest at a fixed rate of 1.83% per annum with a maturity date of February 23, 2037. Principal and interest payments are payable semiannually.

F-23

In April 2025, NCLC entered into individually negotiated note exchange agreements with certain existing holders (the “Holders”) of the 2025 Exchangeable Notes, pursuant to which NCLC and the Holders agreed to exchange (the “Exchange”) approximately $353.9 million in aggregate principal amount of the Holders’ 2025 Exchangeable Notes for (i) approximately $353.9 million in aggregate principal amount of NCLC’s 2030 0.875% Exchangeable Notes due April 15, 2030 and (ii) an aggregate cash payment (the “Cash Payment”) of approximately $64.0 million, plus accrued and unpaid interest on the 2025 Exchangeable Notes that was exchanged to, but excluding, the closing date of the Exchange. The Cash Payment was equal to the gross proceeds from the concurrent April Equity Offering (as defined below) and represented the remainder of NCLC’s exchange obligation in excess of the aggregate principal amount of the 2025 Exchangeable Notes that were exchanged. During the three months ended June 30, 2025, the related losses on extinguishment were approximately $68.4 million, which were recognized in interest expense, net.

Additionally, in April 2025, the Company completed registered direct offerings of 3,358,098 ordinary shares to the Holders at a price of $19.06 per share (the “April Equity Offerings”). In connection with the April Equity Offerings, the Company entered into individually negotiated share purchase agreements with the Holders. The Company used the net proceeds from the April Equity Offerings, together with cash on hand, to make the Cash Payment.

The 2030 0.875% Exchangeable Notes are general senior unsecured obligations of NCLC and guaranteed by NCLH on a senior unsecured basis. Holders may exchange all or a portion of the 2030 0.875% Exchangeable Notes at the holder’s option (i) at any time prior to the close of business on the business day immediately preceding October 15, 2029, subject to the satisfaction of certain conditions and during certain periods, and (ii) on or after October 15, 2029 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met. Upon exchange of the 2030 0.875% Exchangeable Notes, NCLC will satisfy its exchange obligation by paying cash up to the aggregate principal amount of the 2030 0.875% Exchangeable Notes to be exchanged and paying or delivering, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at NCLC’s election, in respect of the remainder, if any, of NCLC’s exchange obligation in excess of the aggregate principal amount of the 2030 0.875% Exchangeable Notes to be exchanged. The initial exchange rate per $1,000 principal amount of 2030 0.875% Exchangeable Notes is 38.1570 ordinary shares, which is equivalent to an initial exchange price of approximately $26.21 per ordinary share, subject to adjustment in certain circumstances. The maximum exchange rate is 52.4658 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rates referred to above are also subject to adjustment for any stock split, stock dividend or similar transaction. The 2030 0.875% Exchangeable Notes pay interest at 0.875% per annum, semiannually on April 15 and October 15 of each year, to holders of record at the close of business on the immediately preceding April 1 and October 1, respectively.

In June 2025, NCLC entered into an amendment to the Seventh ARCA (the “ARCA Amendment”). The ARCA Amendment increased the aggregate amount of the lenders’ commitments under the Revolving Loan Facility from $1.7 billion to approximately $2.5 billion.

In July 2025, we took delivery of Oceania Allura. We have export credit financing in place for 80% of the contract price. The associated €570.4 million term loan bears interest at a fixed rate of 1.50% per annum with a maturity date of July 10, 2037. Principal and interest payments are payable semiannually.

​

In September 2025, NCLC issued approximately $1.4 billion in aggregate principal amount of 2030 0.750% Exchangeable Notes due September 15, 2030. The 2030 0.750% Exchangeable Notes are general senior unsecured obligations of NCLC and guaranteed by NCLH on a senior unsecured basis. Holders may exchange all or a portion of the 2030 0.750% Exchangeable Notes at the holder’s option (i) at any time prior to the close of business on the business day immediately preceding March 15, 2030, subject to the satisfaction of certain conditions and during certain periods, and (ii) on or after March 15, 2030 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met. Upon exchange of the 2030 0.750% Exchangeable Notes, NCLC will satisfy its exchange obligation by paying cash up to the aggregate principal amount of the 2030 0.750% Exchangeable Notes to be exchanged and paying or delivering, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at NCLC’s election, in respect of the remainder, if any, of NCLC’s exchange obligation in excess of the aggregate principal amount of the 2030 0.750% Exchangeable Notes to be exchanged. The initial exchange rate per $1,000 principal amount of 2030 0.750% Exchangeable Notes is 29.1189 ordinary shares,

F-24

which is equivalent to an initial exchange price of approximately $34.34 per ordinary share, subject to adjustment in certain circumstances. The maximum exchange rate is 40.7664 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rates referred to above are also subject to adjustment for any stock split, stock dividend or similar transaction. The 2030 0.750% Exchangeable Notes pay interest at 0.750% per annum, semiannually on March 15 and September 15 of each year, to holders of record at the close of business on the immediately preceding March 1 and September 1, respectively.

NCLC used the net proceeds from the issuance of the 2030 0.750% Exchangeable Notes, together with the proceeds from the September Equity Offering (as defined below) and cash on hand, to repurchase (the “Repurchases”) (through its agent) approximately $958.0 million aggregate principal amount of its 2027 1.125% Exchangeable Notes for approximately $1,009.5 million and approximately $449.0 million aggregate principal amount of its 2027 2.50% Exchangeable Notes for approximately $480.5 million, plus, in each case, accrued and unpaid interest thereon to, but excluding, the repurchase date.

Additionally, in September 2025, the Company completed a registered direct offering of 3,313,868 ordinary shares at a price of $24.53 per share (the “September Equity Offering”). In connection with the September Equity Offering, the Company entered into individually negotiated share purchase agreements with certain institutional investors holding the 2027 1.125% Exchangeable Notes and 2027 2.50% Exchangeable Notes. The Company used the proceeds from the September Equity Offering, together with the net proceeds from the 2030 0.750% Exchangeable Notes offering and cash on hand, to fund the Repurchases.

Also in September 2025, NCLC issued (i) $1.2 billion aggregate principal amount of 5.875% senior unsecured notes due 2031 (the “2031 Notes”) and (ii) $850.0 million aggregate principal amount of 6.250% senior unsecured notes due 2033 (the “2033 Notes”). NCLC may, at its option, redeem the 2031 Notes, in whole or in part, (i) prior to September 15, 2027 (the “2031 Notes First Call Date”), at a redemption price equal to 100% of the principal amount of the 2031 Notes to be redeemed plus an applicable “make-whole” amount, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, and (ii) on or after the 2031 Notes First Call Date, at the redemption prices set forth in the 2031 Notes indenture, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. In addition, at any time and from time to time prior to the 2031 Notes First Call Date, NCLC may redeem up to 40% of the aggregate principal amount of the 2031 Notes with the net proceeds of certain equity offerings at a redemption price equal to 105.875% of the principal amount of the 2031 Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2031 Notes issued remains outstanding following such redemption. The 2031 Notes pay interest at 5.875% per annum, semiannually in arrears on January 15 and July 15 of each year, to holders of record at the close of business on the immediately preceding January 1 and July 1, respectively.

NCLC may, at its option, redeem the 2033 Notes, in whole or in part, (i) prior to September 15, 2028 (the “2033 Notes First Call Date”), at a redemption price equal to 100% of the principal amount of the 2033 Notes to be redeemed plus an applicable “make-whole” amount, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, and (ii) on or after the 2033 Notes First Call Date, at the redemption prices set forth in the 2033 Notes indenture, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. In addition, at any time and from time to time prior to the 2033 Notes First Call Date, NCLC may redeem up to 40% of the aggregate principal amount of the 2033 Notes with the net proceeds of certain equity offerings at a redemption price equal to 106.250% of the principal amount of the 2033 Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2033 Notes issued remains outstanding following such redemption. The 2033 Notes pay interest at 6.250% per annum, semiannually in arrears on September 15 and March 15 of each year, to holders of record at the close of business on the immediately preceding September 1 and March 1, respectively.

The 2031 Notes and 2033 Notes indentures each contain covenants that limit the ability of NCLC and its restricted subsidiaries to, among other things: (i) create liens on certain assets to secure debt; (ii) enter into sale leaseback transactions; and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets.

F-25

NCLC used the net proceeds from the issuance of the 2031 Notes and 2033 Notes, together with cash on hand, to (i) fund its cash tender offer (the “Tender Offer”) to repurchase any and all of its outstanding 5.875% senior unsecured notes due 2026 (the “2026 Notes”) and its 5.875% senior secured notes due 2027 (the “2027 Notes”), (ii) redeem all of the 2026 Notes and 2027 Notes that were not accepted for purchase in the Tender Offer, (iii) redeem all of its 8.125% senior secured notes due 2029 (the “2029 Notes”) and (iv) pay accrued and unpaid interest on the 2026 Notes, the 2027 Notes and the 2029 Notes purchased or redeemed, as applicable, as well as pay related transaction premiums, fees and expenses. The repayment of the 2027 Notes and the 2029 Notes also released the related collateral, after which NCLC revised its collateral on the Revolving Loan Facility by substituting certain ships. The Revolving Loan Facility and related guarantees are now secured by first-priority interests in, among other things and subject to certain agreed security principles, nine of our vessels. During the three months ended September 30, 2025, the related losses on extinguishment for the 2027 1.125% Exchangeable Notes, 2027 2.50% Exchangeable Notes, 2026 Notes, 2027 Notes and 2029 Notes were approximately $154.5 million, which were recognized in interest expense, net.

Exchangeable Notes

Each of the exchangeable notes contain conversion options that may be settled with NCLH’s ordinary shares. As the options are both indexed to and settled in our ordinary shares, they are not accounted for separately as derivatives.

As of December 31, 2025, NCLC had outstanding $192.0 million aggregate principal amount of 1.125% exchangeable senior notes due February 15, 2027 (the “2027 1.125% Exchangeable Notes”). The 2027 1.125% Exchangeable Notes are guaranteed by NCLH on a senior basis. Holders may exchange their 2027 1.125% Exchangeable Notes for, at the election of NCLC, cash, ordinary shares of NCLH or a combination of cash and ordinary shares of NCLH, at any time prior to the close of business on the business day immediately preceding August 15, 2026, subject to the satisfaction of certain conditions and during certain periods, and on or after August 15, 2026 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met. Upon exchange, the preference shares will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2027 1.125% Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The initial exchange rate is 29.6850 ordinary shares per $1,000 principal amount of 2027 1.125% Exchangeable Notes (equivalent to an initial exchange price of approximately $33.69 per ordinary share). The maximum exchange rate is 42.3012 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rates referred to above are also subject to adjustment for any stock split, stock dividend or similar transaction. The 2027 1.125% Exchangeable Notes pay interest at 1.125% per annum, semiannually on February 15 and August 15 of each year, to holders of record at the close of business on the immediately preceding February 1 and August 1, respectively.

As of December 31, 2025, NCLC had outstanding $24.1 million in aggregate principal amount of 2.5% exchangeable senior notes due February 15, 2027 (the “2027 2.5% Exchangeable Notes”). The 2027 2.5% Exchangeable Notes are guaranteed by NCLH on a senior basis. At their option, holders may exchange their 2027 2.5% Exchangeable Notes for, at the election of NCLC, cash, ordinary shares of NCLH or a combination of cash and ordinary shares of NCLH, at any time prior to the close of business on the business day immediately preceding August 15, 2026, subject to the satisfaction of certain conditions and during certain periods, and on or after August 15, 2026 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met. If NCLC elects to satisfy its exchange obligation solely in ordinary shares or in a combination of ordinary shares and cash, upon exchange, the 2027 2.5% Exchangeable Notes will convert into redeemable preference shares of NCLC, which will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2027 2.5% Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The exchange rate initially will be 28.9765 ordinary shares per $1,000 principal amount of 2027 2.5% Exchangeable Notes (equivalent to an initial exchange price of approximately $34.51 per ordinary share). The maximum exchange rate is 44.1891 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rates referred to above are also subject to adjustment for any stock split, stock dividend or similar transaction. The 2027 2.5% Exchangeable Notes pay interest at 2.5% per annum, semiannually on February 15 and August 15 of each year, to holders of record at the close of business on the immediately preceding February 1 and August 1, respectively.

F-26

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Unamortized		​	​	​	​	​	​	​	​
​	​	Principal		​	Deferred		​	Net Carrying		​	Fair Value
​	​ ​ ​	Amount		​ ​ ​	Financing Fees		​ ​ ​	Amount		​ ​ ​	Amount		​ ​ ​	Leveling
2027 1.125% Exchangeable Notes	​	$	192,037	​	$	(1,097)	​	$	190,940	​	$	190,988	​	Level 2
2027 2.5% Exchangeable Notes	​	​	24,138	​	​	(149)	​	​	23,989	​	​	24,285	​	Level 2
2030 0.875% Exchangeable Notes	​	​	353,876	​	​	(2,829)	​	​	351,047	​	​	387,692	​	Level 2
2030 0.750% Exchangeable Notes	​	​	1,407,000	​	​	(25,139)	​	​	1,381,861	​	​	1,354,111	​	Level 2

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Unamortized		​	​	​	​	​	​	​	​
​	​	Principal		​	Deferred		​	Net Carrying		​	Fair Value
​	​ ​ ​	Amount		​ ​ ​	Financing Fees		​ ​ ​	Amount		​ ​ ​	Amount		​ ​ ​	Leveling
2025 Exchangeable Notes (1)	​	$	449,990	​	$	(1,463)	​	$	448,527	​	$	641,560	​	Level 2
2027 1.125% Exchangeable Notes	​	​	1,150,000	​	​	(12,289)	​	​	1,137,711	​	​	1,177,347	​	Level 2
2027 2.5% Exchangeable Notes	​	​	473,175	​	​	(5,411)	​	​	467,764	​	​	492,395	​	Level 2

(1)	Classified within current portion of long-term debt. During the three months ended September 30, 2025, substantially all the remaining holders of the 2025 Exchangeable Notes elected to exchange their notes for 5,120,487 NCLH ordinary shares and the remaining unexchanged notes were repaid in cash at maturity.

​

The following provides a summary of the interest expense recognized related to the exchangeable notes (in thousands):

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended		​	Year Ended		​	Year Ended
​	​ ​ ​	December 31, 2025		​ ​ ​	December 31, 2024		​ ​ ​	December 31, 2023
Coupon interest	​	$	31,715	​	$	52,222	​	$	57,750
Amortization of deferred financing fees	​	​	8,823	​	​	11,086	​	​	11,669
Total	​	$	40,538	​	$	63,308	​	$	69,419

​

The effective interest rate is 1.64%, 3.06%, 1.07% and 1.14% for the 2027 1.125% Exchangeable Notes, 2027 2.5% Exchangeable Notes, 2030 0.875% Exchangeable Notes and 2030 0.750% Exchangeable Notes, respectively.

Interest Expense

Interest expense, net for the year ended December 31, 2025 was $953.5 million which included $81.6 million of amortization of deferred financing fees and an approximately $272.5 million loss on extinguishment of debt. Interest expense, net for the year ended December 31, 2024 was $747.2 million which included $81.6 million of amortization of deferred financing fees and a $29.2 million loss on extinguishment and modification of debt. Interest expense, net for the year ended December 31, 2023 was $727.5 million which included $73.5 million of amortization of deferred financing fees and a $8.8 million loss on extinguishment and modification of debt.

​

F-27

Debt Repayments

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

​	​	​	​
Year	​ ​ ​	Amount
2026	​	$	875,899
2027	​		1,036,770
2028	​		1,271,964
2029	​		1,297,287
2030	​		3,805,032
Thereafter	​		6,707,657
Total	​	$	14,994,609

​

We had an accrued interest liability of $181.2 million and $202.6 million as of December 31, 2025 and 2024, respectively.

Debt Covenants

As of December 31, 2025, we were in compliance with all of our debt covenants. If we do not continue to remain in compliance with our covenants, we would have to seek additional amendments to or waivers of our covenants. However, no assurances can be made that such amendments or waivers would be approved by our lenders. Generally, if an event of default under any debt agreement occurs, then pursuant to cross default and/or cross acceleration clauses, substantially all of our outstanding debt and derivative contract payables could become due, and all debt and derivative contracts could be terminated, which would have a material adverse impact on our operations and liquidity.

​

10.	Fair Value Measurements and Derivatives

Fair value is defined as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

Derivatives are generally recorded at fair value. Contracts that are designated as normal purchases and normal sales are not recorded at fair value. The normal purchases and normal sales exception requires, among other things, physical delivery in quantities expected to be used or sold over a reasonable period in the normal course of business. All of our allowance purchase agreements related to the E.U. ETS meet the criteria specified for this exception.

Fair Value Hierarchy

The following hierarchy for inputs used in measuring fair value should maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most observable inputs be used when available:

Level 1 — Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement dates.

Level 2 — Significant other observable inputs that are used by market participants in pricing the asset or liability based on market data obtained from independent sources.

Level 3 — Significant unobservable inputs we believe market participants would use in pricing the asset or liability based on the best information available.

Derivatives

We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We attempt to minimize these risks through a combination of our normal operating and financing activities and through

F-28

the use of derivatives. We assess whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of our hedged forecasted transactions. We use qualitative assessments or regression analysis for hedge relationships, and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings. There are no amounts excluded from the assessment of hedge effectiveness, except when the hedged item is a contractually specified component, and there are no credit-risk-related contingent features in our derivative agreements. We monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. Credit risk, including but not limited to counterparty non-performance under derivatives, is not considered significant, as we primarily conduct business with large, well-established financial institutions with which we have established relationships, and which have credit risks acceptable to us, or the credit risk is spread out among many creditors. We do not anticipate non-performance by any of our significant counterparties.

As of December 31, 2025, we had fuel swaps designated as hedges, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 694 thousand metric tons of our projected fuel purchases, maturing through December 31, 2027.

As of December 31, 2025, we had fuel swaps pertaining to approximately 51 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through October 31, 2027.

As of December 31, 2025, we had foreign currency forwards and collars designated as hedges, which were used to mitigate the financial impact of volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros. The notional amount of these foreign currency contracts were €1.0 billion, or $1.2 billion based on the euro/U.S. dollar exchange rate as of December 31, 2025.

As of December 31, 2025, we also had foreign currency forwards not designated as hedges, which were used to mitigate the financial impact of volatility in foreign currency exchange rates related to principal and interest of debt denominated in euros. The notional amount of these foreign currency contracts were €79.7 million, or $93.6 million based on the euro/U.S. dollar exchange rate as of December 31, 2025.

F-29

Derivatives measured at fair value and the respective locations in the consolidated balance sheets includes the following (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Assets					​	Liabilities
​	​	​	​	December 31,		​	December 31,		​	December 31,		​	December 31,
​	​ ​ ​	Balance Sheet Location	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2025		​ ​ ​	2024
Derivative Contracts Designated as Hedging Instruments			​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​	$	—	​	$	1,576	​	$	—	​	$	1,798
​	​	Other long-term assets	​	​	—	​	​	650	​	​	—	​	​	208
​	​	Accrued expenses and other liabilities	​		116	​		488	​		16,302	​		12,955
​	​	Other long-term liabilities	​		—	​		648	​		7,829	​		2,030
Foreign currency contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​		33,307	​		—	​		—	​		—
​	​	Accrued expenses and other liabilities	​		—	​		—	​		2,434	​		1,567
​	​	Other long-term liabilities	​		—	​		—	​		—	​		17,427
Total derivatives designated as hedging instruments			​	$	33,423	​	$	3,362	​	$	26,565	​	$	35,985
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Derivative Contracts Not Designated as Hedging Instruments			​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​	$	—	​	$	234	​	$	—	​	$	—
​	​	Accrued expenses and other liabilities	​	​	—	​	​	—	​	​	1,024	​	​	390
​	​	Other long-term liabilities	​	​	—	​	​	—	​	​	114	​	​	35
Foreign currency contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Accrued expenses and other liabilities	​	​	—	​	​	—	​	​	594	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total derivatives not designated as hedging instruments			​	$	—	​	$	234	​	$	1,732	​	$	425
Total derivatives	​	​	​	$	33,423	​	$	3,596	​	$	28,297	​	$	36,410

​

The fair values of swap and forward contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The Company determines the value of options and collars utilizing an option pricing model based on inputs that are either readily available in public markets or can be derived from information available in publicly quoted markets. The option pricing model used by the Company is an industry standard model for valuing options and is used by the broker/dealer community. The inputs to this option pricing model are the option strike price, underlying price, risk-free rate of interest, time to expiration, and volatility. The fair value of option contracts considers both the intrinsic value and any remaining time value associated with those derivatives that have not yet settled. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values.

Our derivatives and financial instruments were categorized as Level 2 in the fair value hierarchy, and we had no derivatives or financial instruments categorized as Level 1 or Level 3. Our derivative contracts include rights of offset with our counterparties. We have elected to net certain assets and liabilities within counterparties when the rights of offset exist. We are not required to post cash collateral related to our derivative instruments.

F-30

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross		​	​	​	​	Gross		​	​	​
​	​	Gross		​	Amounts		​	Total Net		​	Amounts		​	​	​
December 31, 2025	​ ​ ​	Amounts		​ ​ ​	Offset		​ ​ ​	Amounts		​ ​ ​	Not Offset		​ ​ ​	Net Amounts
Assets	​	$	33,307	​	$	—	​	$	33,307	​	$	(33,307)	​	$	—
Liabilities	​	​	28,297	​	​	(116)	​	​	28,181	​	​	(3,028)	​	​	25,153

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross		​	​	​	​	Gross		​	​	​
​	​	Gross		​	Amounts		​	Total Net		​	Amounts		​	​	​
December 31, 2024	​ ​ ​	Amounts		​ ​ ​	Offset		​ ​ ​	Amounts		​ ​ ​	Not Offset		​ ​ ​	Net Amounts
Assets	​	$	2,460	​	$	(2,006)	​	$	454	​	$	—	​	$	454
Liabilities	​	​	34,404	​	​	(1,136)	​	​	33,268	​	​	(18,994)	​	​	14,274

​

The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) include the following (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	Location of Gain	​ ​ ​	​	​	​ ​ ​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	(Loss) Reclassified	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	from Accumulated	​	Amount of Gain (Loss) Reclassified
​	​	Amount of Gain (Loss)								​	Other Comprehensive	​	from Accumulated Other
​	​	Recognized in Other								​	Income (Loss) into	​	Comprehensive
Derivatives	​ ​ ​	Comprehensive Income (Loss)								​ ​ ​	Income	​ ​ ​	Income (Loss) into Income
​	​	Year Ended December 31,								​	​	​	Year Ended December 31,
​	​	2025		​	2024		​	2023		​	​	​	2025		​	2024		​	2023
Fuel contracts		$	(29,823)	​	$	9,482	​	$	(15,144)	​	Fuel		$	(15,531)	​	$	12,321	​	$	39,138
Fuel contracts	​	​	—	​	​	—	​	​	—	​	Other income (expense), net	​	​	(1,402)	​	​	(766)	​	​	(146)
Foreign currency contracts			53,055	​		(20,124)	​		13,371	​	Depreciation and amortization			(16,475)	​		(16,478)	​		(12,819)
Total gain (loss) recognized in other comprehensive income (loss)		$	23,232	​	$	(10,642)	​	$	(1,773)	​	​		$	(33,408)	​	$	(4,923)	​	$	26,173

​

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

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2025
​	​	​	​	​	Depreciation		​	​	​
​	​	​	​	​	and		​	Other Income
​	​ ​ ​	Fuel		​ ​ ​	Amortization		​ ​ ​	(Expense), net
Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	​	$	675,887	​	$	1,078,755	​	$	(178,641)
​	​	​	​	​	​	​	​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income		​	​		​	​		​	​
Fuel contracts		​	(15,531)		​	—		​	—
Foreign currency contracts		​	—	​	​	(16,475)		​	—
​	​	​	​	​	​	​	​	​	​
Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	—	​	​	—	​	​	(1,402)

​

​

F-31

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

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2024
​	​	​	​	​	Depreciation		​	​	​
​	​	​	​	​	and		​	Other Income
​	​	Fuel		​ ​ ​	Amortization		​ ​ ​	(Expense), net
Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	​	$	698,050	​	$	890,242	​	$	54,224
​	​	​	​	​	​	​	​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income	​	​	​		​	​		​	​
Fuel contracts	​	​	12,321		​	—		​	—
Foreign currency contracts	​	​	—		​	(16,478)		​	—
​	​	​	​	​	​	​	​	​	​
Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	—	​	​	—	​	​	(766)

​

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

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2023
​	​ ​ ​	​	​	​ ​ ​	Depreciation		​ ​ ​	​	​
​	​	​	​	​	and		​	Other Income
​	​ ​ ​	Fuel		​ ​ ​	Amortization		​ ​ ​	(Expense), net
Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	​	$	716,833	​	$	808,568	​	$	(40,204)
​	​	​	​	​	​	​	​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income	​		​	​		​	​	​	​
Fuel contracts	​	​	39,138	​	​	—	​	​	—
Foreign currency contracts	​	​	—	​	​	(12,819)	​	​	—
​	​	​	​	​	​	​	​	​	​
Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	—	​	​	—	​	​	(146)

​

Long-Term Debt

As of December 31, 2025 and 2024, the fair value of our long-term debt, including the current portion, was $14.1 billion and $12.8 billion, respectively, which was $0.9 billion and $0.6 billion lower, respectively, than the carrying values, excluding deferred financing costs. The difference between the fair value and carrying value of our long-term debt is due to our fixed and variable rate debt obligations carrying interest rates that are above or below market rates at the measurement dates. The fair value of our long-term revolving and term loan facilities was calculated based on estimated rates for the same or similar instruments with similar terms and remaining maturities. The fair value of our exchangeable notes considers observable risk-free rates; credit spreads of the same or similar instruments; and share prices, tenors, and historical and implied volatilities which are sourced from observable market data. The inputs are considered to be Level 2 in the fair value hierarchy. Market risk associated with our long-term variable rate debt is the potential increase in interest expense from an increase in interest rates or from an increase in share values.

Non-Recurring Measurements of Non-Financial Assets

Goodwill and other indefinite-lived assets, principally trade names, are reviewed for impairment on an annual basis or earlier if there is an event or change in circumstances that would indicate that the carrying value of these assets may not be fully recoverable.

F-32

We believe our estimates and judgments with respect to our long-lived assets, principally ships, and goodwill and other indefinite-lived intangible assets are reasonable. Nonetheless, if there was a material change in assumptions used in the determination of such fair values or if there is a material change in the conditions or circumstances that influence such assets, we could be required to record an impairment charge. We estimate fair value based on the best information available utilizing estimates, judgments and projections as necessary. As of October 1, 2025, our annual review supports the carrying value of these assets.

Other

The carrying amounts reported in the consolidated balance sheets of all other financial assets and liabilities approximate fair value.

11.	Employee Benefits and Share-Based Compensation

Amended and Restated 2013 Performance Incentive Plan

In January 2013, NCLH adopted the 2013 Performance Incentive Plan, which as amended and restated through 2024 (the “Restated 2013 Plan”), provided for a maximum aggregate limit of 45,009,006 NCLH ordinary shares that could have been delivered pursuant to all awards granted under the plan. In June 2025, NCLH’s shareholders approved a further amendment and restatement of the Restated 2013 Plan to increase the number of NCLH ordinary shares that may be delivered by 3,000,000, resulting in an increase in the maximum aggregate limit to 48,009,006 NCLH ordinary shares. Additionally, the expiration date of the Restated 2013 Plan was extended to the close of business on February 5, 2035. Share options under the plan are granted with an exercise price equal to the closing market price of NCLH shares at the date of grant. The vesting period for time-based options is typically set at three or four years with a contractual life of 10 years. The vesting period for time-based and performance-based restricted share units is generally three years. Forfeited awards will be available for subsequent awards under the Restated 2013 Plan.

Share Option Awards

There were no share option awards granted for the years ended December 31, 2025, 2024 and 2023. The following table sets forth a summary of option activity under NCLH’s Restated 2013 Plan for the period presented:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Number of Share	​	Weighted-Average		​	Weighted-	​	​	​
​	​	Option Awards	​	Exercise Price		​	Average	​	Aggregate
​	​	Time-	​	Time-		​	Contractual	​	Intrinsic
​	​	Based	​	Based		​	Term	​	Value
​	​	Awards	​	Awards		​	(years)	​	(in thousands)
Outstanding as of January 1, 2025	​ ​	2,173,443	​	$	55.20	​	0.61	​	$	—
Forfeited and cancelled	​	(1,875,107)	​	​	56.01	​	​	​	​	​
Outstanding as of December 31, 2025	​	298,336	​	$	50.12	​	0.16	​	$	—
Vested and expected to vest as of December 31, 2025	​	298,336	​	$	50.12	​	0.16	​	$	—
Exercisable as of December 31, 2025	​	298,336	​	$	50.12	​	0.16	​	$	—

​

There were no share options exercised or cash received by the Company from exercises during 2025, 2024 or 2023. As of December 31, 2025, there was no unrecognized compensation cost, related to options granted under our share-based incentive plans.

Restricted Share Unit (“RSU”) Awards

In March 2025, NCLH granted 4.5 million time-based RSU awards to our employees, which primarily vest in substantially equal installments over three years. Also, in March 2025, NCLH granted 1.1 million performance-based RSU awards to certain members of our management team, which vest upon the achievement of certain pre-established performance targets established through 2027 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2028.

F-33

The fair value of the time-based and performance-based RSUs is equal to the closing market price of NCLH shares at the date of grant. The performance-based RSUs awarded to certain members of our management team are subject to performance conditions such that the number of shares that ultimately vest depends on financial metrics including Adjusted EPS, adjusted operational EBITDA margin, net leverage and adjusted return on invested capital (each as defined in the relevant award agreements) achieved by the Company during the performance period compared to targets established at the award date or other non-financial targets. Although the terms of the performance-based RSU awards provide the compensation committee with the discretion to make certain adjustments to the performance calculation, a mutual understanding of the key terms and conditions of these awards has been ascertained. The Company remeasures the probability and the cumulative share-based compensation expense of the awards each reporting period until vesting or forfeiture occurs.

The following table sets forth a summary of RSU activity for the period presented:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Number of	​	Weighted-		​	Number of	​	Weighted-
​	​	Time-Based	​	Average Grant		​	Performance-	​	Average Grant
​	​ ​ ​	Awards	​ ​ ​	Date Fair Value		​ ​ ​	Based Awards	​ ​ ​	Date Fair Value
Non-vested as of January 1, 2025		8,923,718	​	$	17.68		2,265,422	​	$	18.04
Granted		4,687,416	​	​	21.98		1,167,962	(1)	​	22.10
Vested		(4,274,579)	​	​	17.52		(376,068)	​	​	18.48
Forfeited or expired		(798,899)	​	​	19.47		(535,780)	​	​	17.54
Non-vested as of December 31, 2025		8,537,656	​	$	19.95		2,521,536	​	$	19.97
Non-vested and expected to vest as of December 31, 2025	​	8,537,656	​	$	19.95		1,720,789	​	$	19.03

(1)	Number of performance-based RSU awards included assumes maximum achievement of performance targets.

As of December 31, 2025, there were total unrecognized compensation costs related to non-vested time-based and non-vested performance-based RSUs of $101.7 million and $10.9 million, respectively. The costs are expected to be recognized over a weighted-average period of 1.8 years for time-based RSUs and 1.5 years for performance-based RSUs. Taxes paid pursuant to net share settlements in 2025, 2024 and 2023 were $23.8 million, $25.3 million and $26.9 million, respectively.

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

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
Classification of expense	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
Payroll and related (1)	​	$	20,982	​	$	19,378	​	$	18,564
Marketing, general and administrative (2)	​		67,411	​		72,403	​		100,376
Total share-based compensation expense	​	$	88,393	​	$	91,781	​	$	118,940

(1)	Amounts relate to equity granted to certain of our shipboard officers.

(2)	Amounts relate to equity granted to certain of our corporate employees.

Employee Benefit Plans

We offer annual incentive bonuses pursuant to our Restated 2013 Plan for our executive officers and other key employees. Bonuses under the plan become earned and payable based on the Company’s performance during the applicable performance period and generally require the individual’s continued employment. Company performance criteria include the attainment of certain financial targets and other strategic objectives.

Certain employees are employed pursuant to agreements that provide for severance payments. Severance is generally only payable upon an involuntary termination of the employment by us without cause or a termination by the employee for good reason. Severance generally includes a series of cash payments based on the employee’s base salary and our payment of the employee’s continued medical benefits for the applicable severance period.

F-34

We maintain a 401(k) Plan for our shoreside employees, including our executive officers. Participants may contribute up to 100% of eligible compensation each pay period, subject to certain limitations. In 2023, we temporarily paused our matching contributions under the 401(k) Plan, which we reinstated for 2024 and 2025. We made matching contributions equal to 100% of the first 3% and 50% of amounts greater than 3% to and including 10% of each participant’s contributions subject to certain limitations. In addition, we may make discretionary supplemental contributions to the 401(k) Plan, which shall be allocated pro rata to each eligible participant based on the compensation of the participant relative to the total compensation of all participants. Our matching contributions are vested according to a five-year schedule. The 401(k) Plan is subject to the provisions of ERISA and is intended to be qualified under section 401(a) of the U.S. Internal Revenue Code (the “Code”). We recorded total expenses related to the above 401(k) Plan of $15.3 million, $13.3 million and $0.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Effective January 2009, we implemented the Shipboard Retirement Plan which computes benefits based on years of service, subject to eligibility requirements. The Shipboard Retirement Plan is unfunded with no plan assets. The current portion of the projected benefit obligation of $1.9 million and $1.7 million was included in accrued expenses and other liabilities as of December 31, 2025 and 2024, respectively, and $32.8 million and $29.5 million was included in other long-term liabilities in our consolidated balance sheets as of December 31, 2025 and 2024, respectively.

The amounts related to the Shipboard Retirement Plan were as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	As of or for the Year Ended December 31,
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
Pension expense:		​	​		​	​		​	​
Service cost	​	$	2,210	​	$	2,875	​	$	2,312
Interest cost	​		1,679	​		1,677	​		1,472
Amortization of prior service cost	​		378	​		378	​		378
Amortization of actuarial gain	​		(315)	​		—	​		(123)
Total pension expense	​	$	3,952	​	$	4,930	​	$	4,039
Change in projected benefit obligation:	​		​	​		​	​		​
Projected benefit obligation at beginning of year	​	$	31,233	​	$	34,404	​	$	28,765
Service cost	​		2,210	​		2,875	​		2,312
Interest cost	​		1,679	​		1,677	​		1,472
Actuarial (gain) loss	​		1,029	​		(6,740)	​		3,668
Direct benefit payments	​		(1,422)	​		(983)	​		(1,813)
Projected benefit obligation at end of year	​	$	34,729	​	$	31,233	​	$	34,404
Amounts recognized in the consolidated balance sheets:	​		​	​		​	​		​
Projected benefit obligation	​	$	34,729	​	$	31,233	​	$	34,404

​

​	​	​	​	​	​	​	​	​	​
​	​	For the Year Ended December 31,
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
Amounts recognized in accumulated other comprehensive income (loss):		​	​		​	​		​	​
Prior service cost	​	$	(1,513)	​	$	(1,891)	​	$	(2,269)
Accumulated actuarial gain	​		6,685	​		8,029	​		1,289
Accumulated other comprehensive income (loss)	​	$	5,172	​	$	6,138	​	$	(980)

​

The discount rates used in the net periodic benefit cost calculation for the years ended December 31, 2025, 2024 and 2023 were 5.5%, 5.0% and 5.3%, respectively, and the average future years of service is 15 years. The discount rate is used to measure and recognize obligations, including adjustments to other comprehensive income (loss), and to determine expense during the periods. It is determined by using bond indices which reflect yields on a broad maturity and industry universe of high-quality corporate bonds.

F-35

The pension benefits expected to be paid in each of the next five years and in aggregate for the five years thereafter are as follows (in thousands):

​

​	​	​	​
Year	​ ​ ​	Amount
2026	​	$	1,894
2027	​	​	2,146
2028	​	​	2,445
2029	​	​	2,875
2030	​	​	3,120
Next five years	​	​	20,051

​

​

12.	Income Taxes

We are incorporated in Bermuda. Under prior Bermuda law, we were not subject to tax on income and capital gains. Previously, we received from the Minister of Finance under The Exempted Undertakings Tax Protection Act 1966, as amended, an assurance that, in the event that Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance, then the imposition of any such tax shall not be applicable to us or to any of our operations or shares, debentures or other obligations, until March 31, 2035. Such assurances were superseded by the passage of new legislation as described below.

On December 27, 2023, the Bermuda Act was enacted in Bermuda. Under the Bermuda Act, the corporate income tax will be determined based on a statutory tax rate of 15% effective for fiscal years beginning on or after January 1, 2025. The corporate income tax will apply only to Bermuda tax resident businesses that are part of multinational enterprise groups with €750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the year in question. Although the Government of Bermuda has released limited guidance with respect to specific provisions of the Bermuda Act as well as regulatory guidance, it is anticipated that further administrative guidance as well as regulatory guidance will be released over the course of the 2026 calendar year and beyond.

As enacted, the Bermuda Act makes it clear that any corporate income tax liability is due regardless of the above assurances under the Exempted Undertakings Tax Protection Act 1966. Therefore, NCLH and its Bermuda subsidiaries became subject to the Bermuda corporate income tax effective as of January 1, 2025.

The Bermuda Act provides for an international shipping income exclusion. In order for a Bermuda entity’s international shipping income to qualify for the exclusion, the entity must demonstrate that the strategic or commercial management of all ships concerned is effectively carried on from or within Bermuda. We believe we met the necessary requirements to qualify for the international shipping income exclusion.

Additionally, the Bermuda Act provides for companies to be able to offset 80% of their Bermuda taxable income with any available tax loss deductions on an annual basis. The Bermuda Act provides for opening tax loss carryforwards based on the Bermuda taxable income (loss) results of the individual Bermuda entities in the five fiscal years prior to the enactment date, which includes the 2020 through 2024 calendar years for NCLH.

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 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 IIR or the UTPR. Even though NCLH and its subsidiaries became subject to the UTPR effective January 1, 2025, the Company did not recognize an impact from the UTPR mechanism for the year ended December 31, 2025. The primary reason for this result is due to the Pillar 2 shipping income exclusion, under which a significant portion of the Company’s income is excluded from the minimum tax calculation.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires improvements to the effectiveness of income tax disclosures. The amendments in this update were effective for year ended December 31, 2025 and have been applied on a prospective basis.

F-36

The components of net income before income taxes consist of the following (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
Bermuda	​	$	401,869	​	$	—	​	$	—
Foreign	​		26,852	​	​	772,907	​	​	163,176
Net income before income taxes	​	$	428,721	​	$	772,907	​	$	163,176

​

The components of the provision for income taxes consisted of the following benefit (expense) (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
Current:		​	​		​	​		​	​
Bermuda	​	$	—	​	$	—	​	$	—
Foreign	​	​	​	​	​	​	​	​	​
United States - Federal and state	​		1,876	​		(5,752)	​		20
Other	​		(3,007)	​		(13,046)	​		2,850
Total current:	​		(1,131)	​		(18,798)	​		2,870
Deferred:	​		​	​		​	​		​
Bermuda	​		—	​		—	​		—
Foreign	​	​	​	​	​	​	​	​	​
United States - Federal and state	​		(4,951)	​		156,495	​		104
Other	​		607	​		(347)	​		28
Total deferred:	​		(4,344)	​		156,148	​		132
Income tax benefit (expense)	​	$	(5,475)	​	$	137,350	​	$	3,002

​

Our reconciliation of income tax expense computed by applying our Bermuda statutory rate and reported income tax benefit (expense) was as follows for the year ended December 31, 2025 (in thousands):

​

​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2025
​	​	Amount		​	Percent
Tax at Bermuda statutory rate	​	$	(64,308)	​	​	15	%
Nontaxable or nondeductible items	​	​	​	​	​	​	​
International shipping income exclusion (1)	​	​	141,821	​	​	(33)	​
Foreign tax effects	​	​	​	​	​	​	​
United States	​	​	​	​	​	​	​
U.S.-source shipping income not exempt under Section 883 (2)	​	​	(6,291)	​	​	1	​
Other foreign income taxed at different rates	​	​	816	​	​	—	​
Change in valuation allowance	​		(79,579)	​	​	19	​
Other adjustments	​	​	2,066	​	​	(1)	​
Income tax benefit (expense)	​	$	(5,475)	​	​	1	%

(1)	The international shipping income exclusion exempts 100% of shipping income from taxation. Net income before income taxes includes both shipping and non-shipping income. After an allocation of deductible indirect costs between shipping and non-shipping income, the exclusion of the exempt shipping income from taxable income resulted in a loss for income tax purposes related to non-exempt income.

(2)	The tax benefit associated with U.S.-source shipping income exempt under Section 883 was approximately $60 million.

F-37

​

Our reconciliation of income tax benefit (expense) computed by applying our Bermuda statutory rate and reported income tax benefit (expense) was as follows for the years ended December 31, 2024 and 2023 (in thousands):

​

​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​ ​ ​	2024		​ ​ ​	2023
Tax at Bermuda statutory rate	​	$	—	​	$	—
Foreign income taxes at different rates	​		(29,429)	​		(3,610)
Tax contingencies	​		320	​		—
Return to provision adjustments	​		2,272	​		8,959
Change in tax laws	​		15,389	​		532,387
Valuation allowance	​		148,798	​		(534,734)
Income tax benefit (expense)	​	$	137,350	​	$	3,002

​

Deferred tax assets and liabilities were as follows (in thousands):

​

​	​	​	​	​	​	​
​	​	As of December 31,
​	​ ​ ​	2025		​ ​ ​	2024
Deferred tax assets:		​	​		​	​
Loss carryforwards	​	$	812,878	​	$	729,735
Other	​		38,728	​		38,451
Valuation allowance	​		(638,234)	​		(558,690)
Total net deferred assets	​		213,372	​		209,496
Deferred tax liabilities:	​		​	​		​
Property and equipment	​		(58,319)	​		(53,605)
Total deferred tax liabilities	​		(58,319)	​		(53,605)
Net deferred tax asset	​	$	155,053	​	$	155,891

​

We have U.S. net operating loss carryforwards of $818.9 million and $848.4 million for the years ended December 31, 2025 and 2024, respectively, which begin to expire in 2031, a portion of which relate to PCI discussed further below. We have state net operating loss carryforwards of $164.0 million and $30.3 million for the years ended December 31, 2025 and 2024, respectively, which expire between 2026 through 2043.

As described above, as a result of the new corporate income tax legislation enacted in Bermuda on December 27, 2023, we had Bermuda opening tax loss carryforwards of $4.2 billion and $3.7 billion as of December 31, 2025 and 2024, respectively, which can be carried forward indefinitely. We evaluate our deferred tax assets each period to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax assets would not be realized. The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods. We conduct our evaluation by considering all available positive and negative evidence. This evaluation considers, among other factors, historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlook for the cruise industry and broader economy. Based on the weight of available evidence, we maintained a full valuation allowance by recognizing a valuation allowance in the fourth quarters of 2025, 2024 and 2023 of $79.6 million $15.4 million and $532.4 million, respectively, with respect to our Bermuda net deferred tax assets.

Included above are deferred tax assets associated with PCI. We have U.S. net operating loss carryforwards of $120.5 million and $155.0 million for the years ended December 31, 2025 and 2024, respectively, which begin to expire in 2031. Utilization of the PCI net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously and/or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986 (“Section 382”). Ownership changes may limit the amount of net operating loss carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. If we have experienced an ownership change, utilization of PCI’s net operating loss carryforwards would be subject to an annual

F-38

limitation under Section 382. Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Subsequent ownership changes could further impact the limitation in future years. We implemented certain tax restructuring strategies that created our ability to utilize the net operating loss carryforwards of PCI, for which we had previously provided a full valuation allowance.

For a majority of our subsidiaries, we do not expect to incur income taxes on future distribution of undistributed earnings. For all other subsidiaries no deferred income taxes have been provided for future distributions of undistributed earnings as we are considered indefinitely reinvested, and quantification of the deferred income taxes is not practicable.

We file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and foreign jurisdictions. We are generally no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by authorities for years prior to 2022, except for years in which NOLs generated prior to 2022 are utilized.

We derive our income from the international operation of ships. We are engaged in a trade or business in the U.S. and receive income from sources within the U.S. Under Section 883, certain foreign corporations are exempt from U. S. federal income or branch profits tax on U.S.-source income derived from or incidental to the international operation of ships. Applicable U.S. treasury regulations provide that a foreign corporation will qualify for the benefits of Section 883 if, in relevant part: (i) the foreign country in which the corporation is organized grants an equivalent exemption for income from the international operation of ships to corporations organized in the U.S., and (ii) the foreign corporation has one or more classes of stock that are “primarily and regularly traded on an established securities market” in the U.S. or another qualifying country. We believe that we qualify for the benefits of Section 883 because we are incorporated in a qualifying country and our ordinary shares are primarily and regularly traded on an established securities market in the U.S.

13.	Commitments and Contingencies

Ship Construction Contracts

For the Norwegian brand, we have three Prima Class Ships on order, each ranging from approximately 154,000 to 170,000 Gross Tons with 3,565 to 3,880 Berths, with currently scheduled delivery dates from 2026 through 2028. For the Norwegian brand, we also have an order for five additional ships, each at approximately 227,000 Gross Tons and 5,000 Berths, with currently scheduled delivery dates from 2030 through 2037. For the Oceania Cruises brand, we have an order for five Sonata Class Ships, each at approximately 86,000 Gross Tons and 1,390 Berths, with currently scheduled delivery dates from 2027 through 2037. For the Regent Seven Seas Cruises brand, we have an order for four Prestige Class Ships, each at approximately 77,000 Gross Tons and 822 Berths, with currently scheduled delivery dates from 2026 through 2036. The orders for the Prestige Class Ships to be delivered in 2033 and 2036 and the Sonata Class Ship and Norwegian Cruise Line ship each to be delivered in 2037 will be effective upon financing. The impacts of initiatives to improve environmental sustainability and modifications that NCLH plans to make to its newbuilds to improve their profitability and better space out the newbuilds, along with shipyard availability, have resulted in us resetting delivery dates for certain expected ship deliveries. These and other impacts could result in additional delays in ship deliveries in the future, which may be prolonged.

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As of December 31, 2025, the combined contract prices, including amendments and change orders, of the 13 ships on order that are effective were approximately €18.3 billion, or $21.5 billion based on the euro/U.S. dollar exchange rate as of December 31, 2025. For ships with effective orders, excluding the two Sonata Class Ships on order for Oceania Cruises with currently scheduled delivery in 2032 and 2035 and the two additional ships on order for Norwegian Cruise Line with currently scheduled delivery in 2034 and 2036, we currently have obtained export credit financing which is expected to fund approximately 80% of each contract price of each ship as well as related financing premiums, subject to certain conditions. We do not anticipate any contractual breaches or cancellations to occur. However, if any such events were to occur, it could result in, among other things, the forfeiture of prior deposits or payments made by us and potential claims and impairment losses which may materially impact our business, financial condition and results of operations.

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As of December 31, 2025, minimum annual payments for non-cancelable ship construction contracts were as follows (in thousands):

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​	​	​	​
Year	​ ​ ​	Amount
2026	​	$	2,319,155
2027	​		2,472,887
2028	​		1,510,036
2029	​		1,313,018
2030	​		3,330,717
Thereafter	​		9,447,869
Total minimum annual payments	​	$	20,393,682

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Port Facility Commitments

As of December 31, 2025, future commitments to pay for usage of certain port facilities were as follows (in thousands):

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​	​	​	​
Year	​ ​ ​	Amount
2026	​	$	86,837
2027	​		59,886
2028	​		45,327
2029	​		41,145
2030	​		42,102
Thereafter	​		1,012,222
Total port facility future commitments	​	$	1,287,519

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Other Commitments

The FMC requires evidence of financial responsibility for those offering transportation on passenger ships operating out of U.S. ports to indemnify passengers in the event of non-performance of the transportation. Accordingly, each of our three brands is required to maintain a $32.0 million third-party performance guarantee in respect of liabilities for non-performance of transportation and other obligations to passengers. The guarantee requirements are subject to additional consumer price index-based adjustments.

In addition, our brands have a legal requirement to maintain security guarantees based on cruise business originated from the U.K., and we are required to establish financial responsibility by certain jurisdictions to meet liability in the event of non-performance of our obligations to passengers from those jurisdictions. As of December 31, 2025, we have in place approximately £72.2 million of security guarantees for our brands as well as a consumer protection policy covering up to £143.8 million. The Company has provided approximately $1.0 million in cash to secure all the financial security guarantees required.

From time to time, various other regulatory and legislative changes have been or may in the future be proposed that may have an effect on our operations in the U.S. and the cruise industry in general.

Litigation

Investigations

In March 2020, the Florida Attorney General announced an investigation related to the Company’s marketing during the COVID-19 pandemic. Following the announcement of the investigation by the Florida Attorney General, we received notifications from other attorneys general and governmental agencies that they are conducting similar investigations. The Company is cooperating with these ongoing investigations, and currently has a draft settlement agreement that it expects to finalize later this year.

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Helms-Burton Act

On August 27, 2019, a lawsuit was filed against Norwegian Cruise Line Holdings Ltd. in the United States District Court for the Southern District of Florida under Title III of the Cuban Liberty and Solidarity (Libertad) Act of 1996, also known as the Helms-Burton Act. The complaint, filed by Havana Docks Corporation (the “Havana Docks Matter”), alleges it holds an interest in the Havana Cruise Port Terminal, which was expropriated by the Cuban Government. The complaint further alleges that the Company “trafficked” in the property by embarking and disembarking passengers at the facility, as well as profiting from the Cuban Government’s possession of the property. The plaintiff seeks all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs. After various motions challenging the sufficiency of plaintiff’s complaint were resolved and voluminous discovery was completed, both sides filed motions for summary judgment. On March 21, 2022, the court issued an order granting plaintiff’s motion for summary judgment on the issue of liability and denying the Company’s cross-motion for summary judgment. The court scheduled a trial on determination of damages only for November 2022. The plaintiff elected to seek what the court ruled to be its baseline statutory damage amount, which was the amount of the certified claim plus interest, trebled and with attorneys’ fees. Given this, there was no fact issue to be tried, and the matter was removed from the trial calendar. On December 30, 2022, the court entered a final judgment of approximately $112.9 million and, on January 23, 2023, the Company filed a notice of appeal from that judgment. On April 12, 2023, the Company posted a sufficient supersedeas bond with the court to prevent any efforts by the plaintiff to collect on the judgment pending the appeal. On June 30, 2023, the Company filed its opening appellate brief with the United States Court of Appeals for the Eleventh Circuit. On September 29, 2023, the plaintiff filed its answering brief responding to the Company’s opening brief in the Eleventh Circuit. On May 17, 2024, the Eleventh Circuit heard oral argument on the matter. On October 22, 2024, the Eleventh Circuit reversed the trial court in the pending matter and dismissed the claim. On March 6, 2025, the plaintiff filed a Petition for Writ of Certiorari with the Supreme Court of the United States seeking to overturn the Eleventh Circuit’s dismissal of the matter. On October 3, 2025, the plaintiff’s Petition for Writ of Certiorari was granted by the Supreme Court of the United States, and oral argument took place on February 23, 2026. We believe that the likelihood of loss related to this matter is reasonably possible but not probable at this time; therefore, no liability has been recorded.

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Other

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In the normal course of our business, various other claims and lawsuits have been filed or are pending against us. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of our liability is typically limited to our deductible amount. Nonetheless, the ultimate outcome of these claims and lawsuits that are not covered by insurance cannot be determined at this time. We have evaluated our overall exposure with respect to all of our threatened and pending litigation and, to the extent required, we have accrued amounts for all estimable probable losses associated with our deemed exposure. We are currently unable to estimate any other potential losses beyond those accrued, as discovery is not complete nor is adequate information available to estimate such range of loss or potential recovery. However, based on our current knowledge, we do not believe that the aggregate amount or range of reasonably possible losses with respect to these matters will be material to our consolidated results of operations, financial condition or cash flows. We intend to vigorously defend our legal position on all claims and, to the extent necessary, seek recovery.

Other Contingencies

The Company also has agreements with its credit card processors that govern the vast majority of advance ticket sales that are received by the Company relating to future voyages. These agreements allow the credit card processors to require, under certain circumstances, that the Company maintain a reserve which would be satisfied by posting collateral. Although the agreements vary, these requirements may generally be satisfied either through a percentage of customer payments withheld or providing cash funds directly to the card processor. As of December 31, 2025, the Company was not required to maintain any reserve funds.

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14.	Other Income (Expense), Net

Other income (expense), net was expense of $178.6 million, income of $54.2 million, and expense of $40.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. In 2025 and 2023, the expense, and in 2024, the income, was primarily due to net gains and losses from foreign currency remeasurements.

15.	Concentration Risk

We contract with a single vendor to provide many of our hotel and restaurant services including both food and labor costs. We incurred expenses of $244.0 million, $223.4 million and $203.7 million for the years ended December 31, 2025, 2024 and 2023, respectively, which are recorded in payroll and related in our consolidated statements of operations.

16.	Supplemental Cash Flow Information

For the year ended December 31, 2025, we had non-cash investing activities related to property and equipment of $60.5 million. For the year ended December 31, 2025, we paid foreign income taxes of $18.6 million and interest and related fees, net of capitalized interest, of $952.0 million including the early redemption premiums.

For the year ended December 31, 2024, we had non-cash investing activities related to property and equipment of $38.9 million. For the year ended December 31, 2024, we paid income taxes of $4.6 million and interest and related fees, net of capitalized interest, of $772.6 million including the early redemption premiums.

For the year ended December 31, 2023, we had non-cash investing activities related to property and equipment of $37.7 million. For the year ended December 31, 2023, we received a refund of income taxes of $3.1 million and paid interest and related fees, net of capitalized interest, of $822.5 million.

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