UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. DC 20549

Form 8-K

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): September ~~August 20~~8, 2025

NCL CORPORATION LTD.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Bermuda	333-128780	20-0470163
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


Bermuda	333-128780	20-0470163
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

7665 Corporate Center Drive, Miami, Florida 33126

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices, and Zip Code~~Offices)

(305) 436-4000

(Registrant’s telephone number, including area code)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~¨ ~~the~~Written ~~appropriate~~communication ~~box~~pursuant ~~below~~to ifRule 425 under the ~~Form~~Securities ~~8-K~~Act ~~filing~~(17 isCFR ~~intended~~230.425) ¨ Soliciting material pursuant to ~~simultaneously~~Rule ~~satisfy~~14a-12 under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant~~240.14a-12) ~~under~~¨ ~~any~~Pre-commencement ofcommunications ~~the~~pursuant ~~following~~to ~~provisions~~Rule 14d-2(~~see~~b) ~~General~~under ~~Instruction~~the AExchange Act (17 CFR 240.14d-2.(b)) ~~below~~¨ Pre-commencement communications pursuant to Rule 13e-4(c): under the Exchange Act (17 CFR 240.13e-4(c))

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A

Indicate by check ~~Title~~mark whether the registrant is an emerging growth company as defined in Rule 405 of ~~each~~the ~~class~~Securities ~~Trading~~Act ~~Symbol~~of 1933 (s§230.405 of this chapter) ~~Name~~or Rule 12b-2 of ~~each~~the ~~exchange~~Securities onExchange ~~which~~Act ~~registered~~of ~~N/A~~1934 ~~N/A~~(§240.12b-2 ~~N/A~~of this chapter).

Emerging growth company ¨

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas anelected ~~emerging~~not to ~~growth~~use ~~company~~the asextended ~~defined~~transition inperiod ~~Rule~~for ~~405~~complying ofwith ~~the~~any ~~Securities~~new ~~Act~~or ofrevised ~~1933~~financial ~~(17~~accounting ~~CFR~~standards ~~§230.405~~provided ofpursuant ~~this~~to Section ~~chapter~~13(a) ~~or Rule 12b-2~~ of the ~~Securities~~ Exchange Act ~~of 1934 (17 CFR §240~~.~~12b-2~~ ~~of this chapter).~~ ¨

~~Emerging~~Item ~~growth~~8.01 ~~company ☐~~Other Events

Tender Offer

IfOn anSeptember ~~emerging~~8, ~~growth~~2025, ~~company~~NCL Corporation Ltd. (“NCLC”), a ~~indicate~~subsidiary byof ~~check~~Norwegian ~~mark~~Cruise ifLine Holdings Ltd. (“NCLH”), issued a press release announcing the ~~registrant~~commencement ~~has~~of ~~elected~~a ~~not~~cash tender offer (the “Tender Offer”) to ~~use~~repurchase any and all of its outstanding 5.875% senior secured notes due 2027 (the ~~extended~~“2027 ~~transition~~Notes”) ~~period~~and ~~for~~5.875% ~~complying~~senior ~~with~~notes ~~any~~due ~~new~~2026 or(the ~~revised~~“2026 Notes”). ~~financial~~The ~~accounting~~Tender ~~standards~~Offer ~~provided~~is ~~pursuant~~being made upon the terms and subject to ~~Section~~the 13conditions set forth in NCLC’s offer to purchase, dated September 8, 2025. The Tender Offer is conditioned on, among other things, the consummation of the Unsecured Notes Offering (aas defined below). A copy of the ~~Exchange~~related ~~Act~~press release is attached hereto as Exhibit 99. ☐ 1 and is incorporated by reference herein.

Equity Offering

On September 8, 2025, NCLH issued a press release announcing the commencement of a registered direct offering of its ordinary shares, par value $0.001 per share (the “Equity Offering”). A copy of the related press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

~~Item~~Notes ~~5.02~~Offerings ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

On September 8, 2025, NCLC issued a press release announcing the commencement of a proposed private offering (the “Unsecured Notes Offering”) of $1,025.0 million aggregate principal amount of senior notes due 2031 (the “2031 Unsecured Notes”) and $1,025.0 million aggregate principal amount of senior notes due 2033 (the “2033 Unsecured Notes” and, collectively with the 2031 Unsecured Notes, the “Unsecured Notes”) and a proposed private offering (the “Exchangeable Notes Offering” and, together with the Unsecured Notes Offering, the “Notes Offerings”) of $1,200.0 million aggregate principal amount of exchangeable senior notes due 2030 (or up to $1,320.0 million aggregate principal amount of exchangeable senior notes due 2030 if the initial purchasers in such offering exercise in full their option to purchase additional exchangeable senior notes due 2030) (the “Exchangeable Notes”). The Exchangeable Notes will be guaranteed by NCLH on a senior unsecured basis. A copy of the related press release is attached hereto as Exhibit 99.3 and is incorporated by reference herein.

~~Departure~~NCLC intends to use the net proceeds from the Unsecured Notes Offering, together with cash on hand, to (i) fund the Tender Offer, (ii) redeem all of ~~Officer~~the 2026 Notes and 2027 Notes that are 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.

NCLC intends to use the net proceeds from the Exchangeable Notes Offering, together with the net proceeds of the Equity Offering, to repurchase (the “Repurchases”) (through its agent) a portion of its 1.125% Exchangeable Senior Notes due 2027 and 2.50% Exchangeable Senior Notes due 2027. The Repurchases are conditioned upon the consummation of the Exchangeable Notes Offering and the Equity Offering, and the consummation of the Exchangeable Notes Offering and the Equity Offering are conditioned upon the consummation of the Repurchases.

~~Mr.~~The ~~David~~Unsecured ~~Herrera,~~Notes ~~who~~are ~~served~~being asoffered ~~President,~~only ~~Norwegian~~to persons ~~Cruise~~reasonably ~~Line,~~believed ~~departed~~to ~~Norwegian~~be ~~Cruise~~qualified ~~Line~~institutional ~~Holdings~~buyers ~~Ltd.~~in reliance on Rule 144A under the Securities Act of 1933, as amended (the “~~Company~~Securities Act”), ~~which~~and isoutside the ~~direct~~United ~~parent~~States, ~~company~~only ofto ~~NCL~~non-U.S. ~~Corporation~~investors ~~Ltd~~pursuant to Regulation S., onThe ~~August~~Exchangeable ~~20,~~Notes ~~2025,~~are asbeing ~~part~~offered ofonly ato ~~strategic~~persons ~~leadership~~reasonably ~~change.~~believed Mrto be qualified institutional buyers in reliance on Rule 144A under the Securities Act. ~~Harry~~The ~~Sommer~~Unsecured Notes, ~~President~~the Exchangeable Notes, the related guarantee of NCLH and ~~Chief~~the ~~Executive~~ordinary shares ~~Officer~~issuable upon exchange of the ~~Company~~Exchangeable Notes, if any, will ~~assume~~not ~~Mr.~~be ~~Herrera’s~~registered ~~day-to-day~~under ~~responsibilities~~the onSecurities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an ~~interim~~applicable ~~basis~~exemption ~~while~~from the ~~Company~~registration requirements ~~conducts~~of athe ~~robust~~Securities ~~search~~Act ~~for~~and ~~Mr.~~applicable ~~Herrera’s~~state ~~successor~~laws.

Consummation of the Unsecured Notes Offering is not conditioned upon the consummation of the Exchangeable Notes Offering or the Equity Offering or vice versa.

This report does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.

~~Item~~Cautionary ~~7.01~~Statement ~~Regulation~~Concerning ~~FD Disclosure.~~Forward-Looking Statements

~~The~~Item ~~Company remains committed to achieving its 2026 Charting the Course financial targets~~9.01 ~~Guidance~~Financial ~~for~~Statements ~~the~~and ~~full year 2025, which the Company provided in its second quarter 2025 earnings release on July 31st, remains unchanged~~Exhibits.

(d) Exhibits

The information furnished with this report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Exhibit Number		Description

99.1		Press Release of NCL Corporation Ltd. relating to the Tender Offer, dated September 8, 2025.
99.2		Press Release of Norwegian Cruise Line Holdings Ltd. relating to the Equity Offering, dated September 8, 2025.
99.3		Press Release of NCL Corporation Ltd. relating to the Notes Offerings, dated September 8, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 8, 2025	NCL CORPORATION LTD.

	By:	/s/ Mark A. Kempa
		Name:	Mark A. Kempa
		Title:	Executive Vice President and Chief Financial Officer

Cautionary Statement Concerning Forward-Looking Statements

Some of the statements, estimates or projections contained in this report are “forward-looking statements” within the meaning of the U.S. federal securities laws intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this report, including, without limitation, our expectations regarding our results of operations, future financial position, results and performance may be forward-looking statements. Many, but not all, of these statements can be found by looking for words like “expect,” “anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “will,” “may,” “forecast,” “estimate,” “intend,” “future” and similar words. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to the impact of: adverse general economic factors, such as fluctuating or increasing levels of interest rates, inflation, unemployment, underemployment, tariff increases and trade wars, the volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence; our indebtedness and restrictions in the agreements governing our indebtedness that require us to maintain minimum levels of liquidity and be in compliance with maintenance covenants and otherwise limit our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements; our ability to work with lenders and others or otherwise pursue options to defer, renegotiate, refinance or restructure our existing debt profile, near-term debt amortization, newbuild related payments and other obligations and to work with credit card processors to satisfy current or potential future demands for collateral on cash advanced from customers relating to future cruises; our need for additional financing or financing to optimize our balance sheet, which may not be available on favorable terms, or at all, and our outstanding exchangeable notes and any future financing which may be dilutive to existing shareholders; the unavailability of ports of call; future increases in the price of, or major changes, disruptions or reductions in, commercial airline services; changes involving the tax and environmental regulatory regimes in which we operate, including new and existing regulations aimed at reducing greenhouse gas emissions; the accuracy of any appraisals of our assets; our success in controlling operating expenses and capital expenditures; adverse events impacting the security of travel, or customer perceptions of the security of travel, such as terrorist acts, armed conflict or threats thereof, acts of piracy, and other international events; public health crises, and their effect on the ability or desire of people to travel (including on cruises); adverse incidents involving cruise ships; our ability to maintain and strengthen our brand; breaches in data security or other disturbances to our information technology systems and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection; changes in fuel prices and the type of fuel we are permitted to use and/or other cruise operating costs; mechanical malfunctions and repairs, delays in our shipbuilding program, maintenance and refurbishments and the consolidation of qualified shipyard

facilities; the risks and increased costs associated with operating internationally; our inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues; impacts related to climate change and our ability to achieve our climate-related or other sustainability goals; our inability to obtain adequate insurance coverage; implementing precautions in coordination with regulators and global public health authorities to protect the health, safety and security of guests, crew and the communities we visit and to comply with related regulatory restrictions; pending or threatened litigation, investigations and enforcement actions; volatility and disruptions in the global credit and financial markets, which may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees; our reliance on third parties to provide hotel management services for certain ships and certain other services; fluctuations in foreign currency exchange rates; our expansion into new markets and investments in new markets and land-based destination projects; overcapacity in key markets or globally; and other factors set forth under “Risk Factors” in our most recently filed Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission. The above examples are not exhaustive and new risks emerge from time to time. There may be additional risks that we currently consider immaterial or which are unknown. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we expect to operate in the future. You are cautioned not to place undue reliance on the forward-looking statements included in this report, which speak only as of the date made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, NCL Corporation Ltd. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: August 20, 2025	NCL CORPORATION LTD.

	By:	/s/Daniel S. Farkas
		Daniel S. Farkas
		Executive Vice President, General Counsel, Chief Development Officer and Secretary

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