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Norwegian Cruise Line Holdings (NCLH) risk factors: FY2025 10-K

Item 1A of the 10-K for the period ending 2025-12-31, filed 2026-03-02. 34 risk factor headings as filed. Read Item 1A in full · The whole 10-K · What changed since FY2024

2new since FY2024
5reworded
0removed
27unchanged

Headings mentioning a theme: Tariffs 0 · AI 1 · Cybersecurity 0 · China 0 · Interest rates 1. Compare across the S&P 500.

Debt/Liquidity Related Risk Factors

5
  1. If our results of operations and financial performance do not perform as planned, we may not be in compliance with maintenance covenants in certain of our debt facilities.reworded
  2. We anticipate that we will need additional financing in the future, which may not be available on favorable terms, or at all, and our outstanding exchangeable notes and any future financing may be dilutive to existing shareholders.
  3. Our indebtedness, and the agreements governing our indebtedness, may limit our flexibility in operating our business and a substantial majority of our assets are collateral under our debt agreements.
  4. The impact of volatility and disruptions in the global credit and financial markets could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees.
  5. Any potential impairment of our trade names or goodwill could adversely affect our financial condition and operating results.

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Operational Related Risk Factors

23
  1. Unavailability of ports of call may materially adversely affect our business, financial condition and results of operations.
  2. We rely on scheduled commercial airline services for passenger and crew connections. Increases in the price of, or major changes, significant delays and disruptions, or reductions in, commercial airline services has, and could in the future, disrupt our operations.reworded
  3. Global events and conditions, including terrorist acts, geopolitical conflict, armed conflicts, acts of piracy, and other international events impacting the security of travel or the global economy, or threats thereof, could adversely affect our business.reworded
  4. Public health crises have had, and may in the future have, a significant impact on our financial condition, results, operations, outlook, plans, goals, growth, reputation, cash flows, liquidity, demand for voyages and share price.
  5. Adverse incidents involving cruise ships may adversely affect our business, financial condition and results of operations.
  6. Our business depends on maintaining and strengthening our brand to attract new customers and maintain ongoing demand for our offerings, and a significant reduction in such demand could harm our results of operations.
  7. A failure to keep pace with developments in technology could impair our operations or competitive position.
  8. The adverse impact of general economic and related factors, such as fluctuating or increasing levels of interest rates, inflation, unemployment, underemployment and the volatility of fuel prices, declines in the securities and real estate markets and perceptions of these conditions can decrease the level of disposable income of consumers or consumer confidence. The demand for cruises is affected by international, national and local economic conditions.Interest rates
  9. Breaches in data security or other disturbances to our information systems and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection could impair our operations, subject us to significant fines, penalties and damages, and have a material adverse impact on our business, financial condition and results of operations.
  10. Changes in fuel prices and the type of fuel we are permitted to use and/or other cruise operating costs would impact the cost of our cruise ship operations and our hedging strategies may not protect us from increased costs related to fuel prices.
  11. Mechanical malfunctions and repairs, delays in our shipbuilding program, maintenance and refurbishments and the consolidation of qualified shipyard facilities could adversely affect our results of operations and financial condition.
  12. Conducting business internationally may result in increased costs and risks.
  13. Our failure or inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues may materially adversely affect our business, financial condition and results of operations.
  14. Shareholder activism could adversely affect our business, financial condition, results of operations and share price.new
  15. Impacts related to climate change may adversely affect our business, financial condition and results of operations.
  16. Our inability to obtain adequate insurance coverage may adversely affect our business, financial condition and results of operations.
  17. Litigation, enforcement actions, fines or penalties could adversely impact our financial condition or results of operations and damage our reputation.
  18. We rely on third parties to provide hotel management services for certain ships and certain other services, and we are exposed to risks facing such providers. In certain circumstances, we may not be able to replace such third parties or we may be forced to replace them at an increased cost to us.
  19. Fluctuations in foreign currency exchange rates could adversely affect our financial results.
  20. Our expansion into new markets and investments in new markets, businesses and land-based destination projects may not be successful.reworded
  21. Overcapacity in key markets or globally could adversely affect our operating results.
  22. Our use of AI technologies may present business, compliance, and reputational risks.rewordedAI
  23. We operate in a highly competitive vacation market, which could adversely affect our results.new

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Risks Related to the Regulatory Environment in Which We Operate

3
  1. We are subject to complex laws and regulations, including environmental, health and safety, labor, data privacy and protection and maritime laws and regulations, which could adversely affect our operations and certain recently introduced laws and regulations and future changes in laws and regulations could lead to increased costs and/or decreased revenue.
  2. Changes in tax laws, or challenges to our tax positions, could adversely affect our results of operations and financial condition.
  3. Our ability to comply with economic substance requirements in certain jurisdictions and increased costs associated with our efforts to comply may have a negative impact on our operations.

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Risks Related to NCLH’s Ordinary Shares

3
  1. Shareholders of NCLH may have greater difficulties in protecting their interests than shareholders of a U.S. corporation.
  2. NCLH does not expect to pay any cash dividends for the foreseeable future.
  3. Provisions in NCLH’s constitutional documents may prevent or discourage takeovers and business combinations that NCLH’s shareholders might consider to be in their best interests.

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Headings are the lines of Item 1A set wholly in bold or italics, as the parser reads them, without the introductory paragraph that opens the section. A heading is new when no heading in the prior 10-K matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. Source: the filing on sec.gov.