UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 333-128780

NCL CORPORATION LTD.

(Exact name of registrant as specified in its charter)

Bermuda		20-0470163
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7665 Corporate Center Drive, Miami, Florida 33126		33126
(Address of principal executive offices)		(zip code)

(305) 436-4000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ⌧

(Note: The registrant is a voluntary filer of reports required to be filed under Section 13 or 15 (d) of the Securities Exchange Act of 1934).

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ⌧	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

There were 31,164,004 ordinary shares outstanding as of ~~July~~October 31, 2025.

Table of Contents

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2527
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3941
Item 4.	Controls and Procedures	4042
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	4143
Item 1A.	Risk Factors	4143
Item 5.	Other Information	4143
Item 6.	Exhibits	4144
SIGNATURES		4446

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NCL Corporation Ltd.

Consolidated Statements of Operations

(Unaudited)

(in thousands)

Three Months Ended

~~Six~~Nine Months Ended

~~June~~September 30,

2025

2024

2025

2024

Revenue

Passenger ticket

12,~~708~~049,~~985~~959

1,~~602~~944,~~076~~921

35,~~127~~177,~~669~~628

35,~~061~~006,~~890~~811

Onboard and other

~~808~~888,~~512~~183

~~770~~861,~~416~~657

12,~~517~~405,~~381~~564

12,~~501~~363,~~817~~474

Total revenue

2,~~517~~938,~~497~~142

2,~~372~~806,~~492~~578

47,~~645~~583,~~050~~192

47,~~563~~370,~~707~~285

Cruise operating expense

Commissions, transportation and other

~~487~~521,~~835~~981

~~501~~564,~~039~~614

~~883~~1,~~178~~405,159

~~937~~1,~~249~~501,863

Onboard and other

~~187~~222,~~684~~002

~~171~~211,~~707~~753

~~326~~548,~~542~~544

~~303~~515,~~743~~496

Payroll and related

~~346~~355,~~133~~396

~~330~~337,~~578~~430

~~680~~1,~~637~~036,033

~~674~~1,~~859~~012,289

Fuel

~~157~~175,~~377~~913

~~174~~164,~~964~~934

~~332~~508,~~391~~304

~~372~~537,~~698~~632

Food

81,~~323~~866

7778,~~046~~096

~~156~~238,~~911~~777

~~161~~239,~~754~~850

Other

~~196~~197,~~495~~701

~~199~~182,~~421~~112

~~381~~578,~~126~~827

~~391~~573,~~875~~987

Total cruise operating expense

1,~~456~~554,~~847~~859

1,~~454~~538,~~755~~939

24,~~760~~315,~~785~~644

24,~~842~~381,~~178~~117

Other operating expense

Marketing, general and administrative

~~392~~382,~~315~~903

~~352~~357,~~861~~963

~~783~~1,~~553~~166,456

~~715~~1,~~319~~073,282

Depreciation and amortization

~~243~~250,~~760~~832

~~222~~218,~~405~~428

~~475~~725,~~057~~889

~~445~~663,~~334~~762

Total other operating expense

~~636~~633,~~075~~735

~~575~~576,~~266~~391

1,~~258~~892,~~610~~345

1,~~160~~737,~~653~~044

Operating income

~~424~~749,~~575~~548

~~342~~691,~~471~~248

~~625~~1,~~655~~375,203

~~560~~1,~~876~~252,124

Non-operating income (expense)

Interest expense, net

(~~260~~278,~~013~~155)

(~~205~~200,~~765~~667)

(~~504~~782,~~235~~390)

(~~453~~653,~~183~~850)

Other income (expense), net

(~~167~~134,~~729~~429)

~~151~~(58,~~323~~190)

77(56,~~457~~972)

~~165~~107,~~874~~684

Total non-operating income (expense)

(~~427~~412,~~742~~584)

(54258,~~442~~857)

(~~426~~839,~~778~~362)

(~~287~~546,~~309~~166)

Net income (loss) before income taxes

(3,167)

288,029

198,877

273,567

Net income before income taxes

336,964

432,391

535,841

705,958

Income tax benefit (expense)

(328)

(1,549)

467

(2,550)

Income tax expense

(8,731)

(6,916)

(8,264)

(9,466)

Net income (loss)

(3,495)

286,480

199,344

271,017

Net income

328,233

425,475

527,577

696,492

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

Table of Contents

NCL Corporation Ltd.

Consolidated Statements of Comprehensive Income

(Unaudited)

(in thousands)


	Three Months Ended				~~Six~~Nine Months Ended
	~~June~~September 30,				~~June~~September 30,
	2025		2024		2025		2024
Net income (loss)	$	(3,495)	$	286,480	$	199,344	$	271,017
Net income	$	328,233	$	425,475	$	527,577	$	696,492
Other comprehensive income (loss):
Shipboard Retirement Plan		16		94		3248		~~189~~283
Cash flow hedges:
Net unrealized gain		22,076		1,157		52,901		48,410
Net unrealized gain (loss)		43		(56,078)		52,944		(7,668)
Amount realized and reclassified into earnings		118,~~044~~807		(32,~~150)~~630		1523,~~117~~924		(63,~~483~~853)
Total other comprehensive income (loss)		338,~~136~~866		(153,~~899~~354)		6876,~~050~~916		42(11,~~116~~238)
Total comprehensive income	$	29337,~~641~~099	$	~~284~~372,~~581~~121	$	~~267~~604,~~394~~493	$	~~313~~685,~~133~~254

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

Table of Contents

NCL Corporation Ltd.

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)


	~~June~~September 30,		December 31,
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	~~178~~160,~~094~~903	$	184,834
Accounts receivable, net		~~265~~252,~~782~~626		221,412
Inventories		~~160~~155,~~564~~513		149,718
Prepaid expenses and other assets		~~561~~466,~~168~~413		447,055
Total current assets		1,~~165~~035,~~608~~455		1,003,019
Property and equipment, net		18,~~247~~940,~~526~~034		16,810,650
Goodwill		135,764		135,764
Trade names		500,525		500,525
Other long-term assets		1,~~487~~549,~~371~~300		1,460,800
Total assets	$	2122,~~536~~161,~~794~~078	$	19,910,758
Liabilities and shareholders’ equity
Current liabilities:
Current portion of long-term debt	$	1876,~~034,127~~198	$	873,779
Current portion of exchangeable notes		~~105,341~~—		618,648
Accounts payable		~~169~~193,~~367~~396		171,106
Accrued expenses and other liabilities		1,~~252~~130,~~443~~872		1,177,065
Due to NCLH		59,~~502~~557		61,159
Advance ticket sales		3,~~833~~146,~~775~~869		3,105,964
Total current liabilities		65,~~454~~406,~~555~~892		6,007,721
Long-term debt		1011,~~673~~699,~~175~~190		10,172,709
Exchangeable notes		12,~~950~~008,~~471~~477		1,643,864
Other long-term liabilities		1,~~005~~026,~~126~~204		986,786
Total liabilities		20,~~083~~140,~~327~~763		18,811,080
Commitments and contingencies (Note 10)
Shareholders’ equity:
Preference shares (Series A-1: $1,000 par value; 1,853,444 shares authorized; 0 shares issued and outstanding at June 30, 2025 and December 31, 2024; Series A-3: $1,000 par value; 999,977 shares authorized; 0 shares issued and outstanding at June 30, 2025 and 999,990 shares authorized; 0 shares issued and outstanding at December 31, 2024; Series A-4: $1,000 par value; 2,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2025 and December 31, 2024; and Series A-5: $1,000 par value; 1,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2025 and December 31, 2024)		—		—
Preference shares (Series A-1: $1,000 par value; 1,853,444 shares authorized; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024; Series A-3: $1,000 par value; 903,965 shares authorized; 0 shares issued and outstanding at September 30, 2025 and 999,990 shares authorized; 0 shares issued and outstanding at December 31, 2024; Series A-4: $1,000 par value; 2,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024; and Series A-5: $1,000 par value; 1,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024)		—		—
Ordinary shares ($0.0012 par value; 40,000,000 shares authorized; 31,164,004 shares issued and outstanding at June 30, 2025 and December 31, 2024)		37		37
Ordinary shares ($0.0012 par value; 40,000,000 shares authorized; 31,164,004 shares issued and outstanding at September 30, 2025 and December 31, 2024)		37		37
Additional paid-in capital		89,~~995~~225,~~692~~441		8,909,297
Accumulated other comprehensive income (loss)		(~~440~~431,~~702~~836)		(508,752)
Accumulated deficit		(76,~~101~~773,~~560~~327)		(7,300,904)
Total shareholders’ equity		12,~~453~~020,~~467~~315		1,099,678
Total liabilities and shareholders’ equity	$	2122,~~536~~161,~~794~~078	$	19,910,758

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

Table of Contents

NCL Corporation Ltd.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	~~Six~~Nine Months Ended
	~~June~~September 30,
	2025		2024
Cash flows from operating activities
Net income	$	~~199~~527,~~344~~577	$	~~271~~696,~~017~~492
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		~~563~~856,~~417~~618		~~544~~808,~~469~~770
Gain on derivatives		(~~260~~112,~~290~~947)		(~~146~~122,~~970~~509)
Loss on extinguishment of debt		~~119~~187,~~073~~491		29,~~092~~267
Provision for bad debts and inventory obsolescence		2,~~152~~094		3,~~198~~668
Gain on involuntary conversion of assets		5(2,027)		(4,~~462~~605)
Share-based compensation expense		4664,~~180~~598		4465,~~932~~570
Net foreign currency adjustments on euro-denominated debt		~~137~~133,~~922~~260		(86,~~587)~~811
Changes in operating assets and liabilities:
Accounts receivable, net		(4632,~~754~~046)		6672,~~671~~341
Inventories		(116,~~319~~322)		712,~~329~~160
Prepaid expenses and other assets		~~(89~~6,~~461)~~631		~~(123~~27,~~586)~~347
Accounts payable		1249,~~415~~584		(28,~~216~~388)
Accrued expenses and other liabilities		14(70,~~909~~797)		56(25,~~527~~040)
Advance ticket sales		~~708~~13,~~135~~877		~~742~~90,~~360~~859
Net cash provided by operating activities		1,~~395~~617,~~728~~591		1,~~479~~652,~~774~~743
Cash flows from investing activities
Additions to property and equipment, net		(12,~~858~~821,~~861~~959)		(~~599~~967,~~505~~516)
Cash paid on settlement of derivatives		(1,097)		—
Acquisition, net of cash acquired		—		(27,322)
Other		(98,~~201~~490)		59,~~955~~164
Net cash used in investing activities		(12,~~868~~831,~~062~~546)		(~~620~~985,~~872~~674)
Cash flows from financing activities
Repayments of long-term debt		(37,~~866~~723,~~296~~694)		(~~778~~1,~~109~~268,605)
Proceeds from long-term debt		49,~~452~~225,~~990~~819		~~261~~688,~~734~~901
Due to NCLH, net		(1,~~657~~602)		(12,~~711~~176)
Contribution from NCLH		64145,~~005~~294		—
Net share settlement of restricted share units		(23,~~803~~822)		(22,~~039~~058)
Early redemption premium		(~~106~~162,~~108~~374)		(19,~~163~~166)
Deferred financing fees		(53269,~~537~~597)		(~~107~~113,~~932~~859)
Net cash provided by (used in) financing activities		~~465~~1,~~594~~190,024		(~~667~~736,~~220~~963)
Net increase (decrease) in cash and cash equivalents		(6,740)		191,682
Net decrease in cash and cash equivalents		(23,931)		(69,894)
Cash and cash equivalents at beginning of period		184,834		396,473
Cash and cash equivalents at end of period	$	~~178~~160,~~094~~903	$	~~588~~326,~~155~~579

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

Table of Contents

NCL Corporation Ltd.

Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

(in thousands)


	Three Months Ended ~~June~~September 30, 2025
					Accumulated
			Additional		Other				Total
	Ordinary		Paid-in		Comprehensive		Accumulated		Shareholders’
	Shares		Capital		Income (Loss)		Deficit		Equity
Balance, March 31, 2025	$	37	$	8,905,775	$	(473,838)	$	(7,098,065)	$	1,333,909
Share-based compensation		—		25,899		—		—		25,899
Contribution from NCLH		—		64,018		—		—		64,018
Other comprehensive income, net		—		—		33,136		—		33,136
Net loss		—		—		—		(3,495)		(3,495)
Balance, June 30, 2025	$	37	$	8,995,692	$	(440,702)	$	(7,101,560)	$	1,453,467
Share-based compensation		—		18,418		—		—		18,418
Net share settlement of restricted share units		—		(19)		—		—		(19)
Contribution from NCLH		—		211,350		—		—		211,350
Other comprehensive income, net		—		—		8,866		—		8,866
Net income		—		—		—		328,233		328,233
Balance, September 30, 2025	$	37	$	9,225,441	$	(431,836)	$	(6,773,327)	$	2,020,315

	~~Six~~Nine Months Ended ~~June~~September 30, 2025
					Accumulated
			Additional		Other				Total
	Ordinary		Paid-in		Comprehensive		Accumulated		Shareholders’
	Shares		Capital		Income (Loss)		Deficit		Equity
Balance, December 31, 2024	$	37	$	8,909,297	$	(508,752)	$	(7,300,904)	$	1,099,678
Share-based compensation		—		4664,~~180~~598		—		—		4664,~~180~~598
Net share settlement of restricted share units		—		(23,~~803~~822)		—		—		(23,~~803~~822)
Contribution from NCLH		—		64275,~~018~~368		—		—		64275,~~018~~368
Other comprehensive income, net		—		—		6876,~~050~~916		—		6876,~~050~~916
Net income		—		—		—		~~199~~527,~~344~~577		~~199~~527,~~344~~577
Balance, June 30, 2025	$	37	$	8,995,692	$	(440,702)	$	(7,101,560)	$	1,453,467
Balance, September 30, 2025	$	37	$	9,225,441	$	(431,836)	$	(6,773,327)	$	2,020,315

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

Table of Contents

NCL Corporation Ltd.

Consolidated Statements of Changes in Shareholders’ Equity - Continued

(Unaudited)

(in thousands)


	Three Months Ended ~~June~~September 30, 2024
					Accumulated
			Additional		Other				Total
	Ordinary		Paid-in		Comprehensive		Accumulated		Shareholders’
	Shares		Capital		Income (Loss)		Deficit		Equity ~~(Deficit)~~
Balance, March 31, 2024	$	47	$	8,674,342	$	(466,136)	$	(8,022,991)	$	185,262
Share-based compensation		—		22,984		—		—		22,984
Net share settlement of restricted share units		—		(7)		—		—		(7)
Contribution from NCLH		146,556		21,858		—		—		168,414
Other comprehensive loss, net		—		—		(1,899)		—		(1,899)
Net income		—		—		—		286,480		286,480
Balance, June 30, 2024	$	146,603	$	8,719,177	$	(468,035)	$	(7,736,511)	$	661,234
Share-based compensation		—		20,638		—		—		20,638
Net share settlement of restricted share units		—		(19)		—		—		(19)
Share repurchase and cancellation		(146,566)		146,566		—		—		—
Other comprehensive loss, net		—		—		(53,354)		—		(53,354)
Net income		—		—		—		425,475		425,475
Balance, September 30, 2024	$	37	$	8,886,362	$	(521,389)	$	(7,311,036)	$	1,053,974

	~~Six~~Nine Months Ended ~~June~~September 30, 2024
					Accumulated
			Additional		Other				Total
	Ordinary		Paid-in		Comprehensive		Accumulated		Shareholders’
	Shares		Capital		Income (Loss)		Deficit		Equity
Balance, December 31, 2023	$	47	$	8,674,426	$	(510,151)	$	(8,007,528)	$	156,794
Share-based compensation		—		4465,~~932~~570		—		—		4465,~~932~~570
Net share settlement of restricted share units		—		(22,~~039~~058)		—		—		(22,~~039~~058)
Contribution from NCLH		146,556		21,858		—		—		168,414
Other comprehensive income, net		—		—		42,116		—		42,116
Share repurchase and cancellation		(146,566)		146,566		—		—		—
Net income		—		—		—		271,017		271,017
Other comprehensive loss, net		—		—		(11,238)		—		(11,238)
Balance, June 30, 2024	$	146,603	$	8,719,177	$	(468,035)	$	(7,736,511)	$	661,234
Net income		—		—		—		696,492		696,492
Balance, September 30, 2024	$	37	$	8,886,362	$	(521,389)	$	(7,311,036)	$	1,053,974

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

Table of Contents

NCL Corporation Ltd.

Notes to Consolidated Financial Statements

(Unaudited)

Unless otherwise indicated or the context otherwise requires, references in this report to (i) the “Company,” “we,” “our” and “us” refer to NCLC (as defined below) and its subsidiaries, (ii) “NCLC” refers to NCL Corporation Ltd., (iii) “NCLH” refers to Norwegian Cruise Line Holdings Ltd., (iv) “Norwegian Cruise Line” or “Norwegian” refers to the Norwegian Cruise Line brand and its predecessors, (v) “Oceania Cruises” refers to the Oceania Cruises brand and (vi) “Regent” refers to the Regent Seven Seas Cruises brand.

References to the “U.S.” are to the United States of America, ~~and~~ “dollar(s)” or “$” are to U.S. dollars and “euro(s)” or “€” are to the official currency of the Eurozone. We refer you to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Terminology” for the capitalized terms used and not otherwise defined throughout these notes to our 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 ~~June~~September 30, 2025, we had 3334 ships with approximately 7071,~~100~~300 Berths. ~~Oceania Allura was delivered in July 2025. We refer you to Note 13 – “Subsequent Event” for additional information.~~ The Company ~~currently~~ has orders for 13 additional ships to be delivered from 2026 through 2036.

We have three Prima Class Ships on order with currently scheduled delivery dates from 2026 through 2028. We also have orders for three new classes of ships: four Sonata Class Ships with deliveries currently scheduled from 2027 through 2035, two Prestige Class Ships with deliveries currently scheduled infrom 2026 ~~and~~through 2030 and four Norwegian Cruise Line ships with deliveries currently scheduled from 2030 through 2036. In July 2025, we confirmed that we will not exercise the options to cancel the orders for the last two Sonata Class Ships.

2. Summary of Significant Accounting Policies

Liquidity

As of ~~June~~September 30, 2025, we had liquidity of approximately $21.48 billion, including cash and cash equivalents of $~~178~~160.19 million, and $21.06 billion available under our Revolving Loan Facility ~~and a €200 million commitment that could be used for future newbuild payments which was available through July 2025~~. We believe that we have sufficient liquidity to fund our obligations and expect to remain in compliance with our financial covenants for at least the next twelve months from the issuance of these financial statements.

We will continue to pursue various opportunities to optimize our liquidity, refinance future debt maturities to reduce interest expense and/or extend the maturity dates associated with our existing indebtedness. ~~and~~If needed, we will obtain relevant financial covenant amendments or waivers~~, if needed~~.

Basis of Presentation

The accompanying consolidated financial statements are unaudited and, in our opinion, contain all normal recurring adjustments necessary for a fair statement of the results for the periods presented.

Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire fiscal year. Historically, demand for cruises has been strongest during the Northern Hemisphere’s summer months. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024, which are included in our most recent Annual Report on Form 10-K filed with the SEC on February 27, 2025.

Table of Contents

Segment Reporting

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

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

Three Months Ended

~~Six~~Nine Months Ended

~~June~~September 30,

2025

2024

2025

2024

Total revenue

2,~~517~~938,~~497~~142

2,~~372~~806,~~492~~578

47,~~645~~583,~~050~~192

47,~~563~~370,~~707~~285

Cruise operating expense

Commissions, transportation and other

~~487~~521,~~835~~981

~~501~~564,~~039~~614

~~883~~1,~~178~~405,159

~~937~~1,~~249~~501,863

Onboard and other

~~187~~222,~~684~~002

~~171~~211,~~707~~753

~~326~~548,~~542~~544

~~303~~515,~~743~~496

Adjusted payroll and related (1)

~~340~~349,~~173~~355

~~324~~331,~~783~~856

~~669~~1,~~300~~018,655

~~663~~995,~~731~~587

Fuel

~~157~~175,~~377~~913

~~174~~164,~~964~~934

~~332~~508,~~391~~304

~~372~~537,~~698~~632

Food

81,~~323~~866

7778,~~046~~096

~~156~~238,~~911~~777

~~161~~239,~~754~~850

Other

~~196~~197,~~495~~701

~~199~~182,~~421~~112

~~381~~578,~~126~~827

~~391~~573,~~875~~987

Adjusted total cruise operating expense

1,~~450~~548,~~887~~818

1,~~448~~533,~~960~~365

24,~~749~~298,~~448~~266

24,~~831~~364,~~050~~415

Other operating expense

Adjusted marketing, general and administrative (2)

~~371~~369,~~824~~973

~~334~~342,~~954~~180

~~747~~1,~~605~~117,578

~~680~~1,~~078~~022,258

Depreciation and amortization

~~243~~250,~~760~~832

~~222~~218,~~405~~428

~~475~~725,~~057~~889

~~445~~663,~~334~~762

Adjusted total other operating expense

~~615~~620,~~584~~805

~~557~~560,~~359~~608

1,~~222~~843,~~662~~467

1,~~125~~686,~~412~~020

Adjusted operating income

~~451~~768,~~026~~519

~~366~~712,~~173~~605

~~672~~1,~~940~~441,459

~~607~~1,~~245~~319,850

Adjusted operating income

~~451~~768,~~026~~519

~~366~~712,~~173~~605

~~672~~1,~~940~~441,459

~~607~~1,~~245~~319,850

Non-cash compensation (3)

(2618,~~451~~971)

(2321,~~702~~357)

(4766,~~285~~256)

(4667,~~369~~726)

Interest expense, net

(~~260~~278,~~013~~155)

(~~205~~200,~~765~~667)

(~~504~~782,~~235~~390)

(~~453~~653,~~183~~850)

Other income (expense), net

(~~167~~134,~~729~~429)

~~151~~(58,~~323~~190)

77(56,~~457~~972)

~~165~~107,~~874~~684

Net income (loss) before income taxes

(3,167)

288,029

198,877

273,567

Net income before income taxes

336,964

432,391

535,841

705,958

(1)	Excludes non-cash share-based compensation expenses related to equity awards for shipboard officers (see Note 9 – “Employee Benefits and Compensation Plans”) and non-cash deferred compensation expenses related to the crew pension plan as follows (in thousands):


	Three Months Ended				~~Six~~Nine Months Ended
	~~June~~September 30,				~~June~~September 30,
	2025		2024		2025		2024
Service cost	$	~~552~~553	$	~~718~~719	$	1,~~105~~658	$	12,~~437~~156

(2)	Excludes non-cash share-based compensation expenses related to equity awards for corporate employees (see Note 9 – “Employee Benefits and Compensation Plans”).

(3)	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.

Table of Contents

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~~gain of $~~158~~6.58 million and a ~~gain~~loss of $232.31 million for the three months ended ~~June~~September 30, 2025 and 2024, respectively, and a loss of $~~181~~174.02 million and a ~~gain~~loss of $1516.65 million for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively, related to remeasurement of assets and liabilities denominated in foreign currencies. Remeasurements of foreign currency related to operating activities are recognized within changes in operating assets and liabilities in the consolidated ~~statement~~statements of cash flows.

Depreciation and Amortization Expense

The amortization of deferred financing fees and debt discounts are included in depreciation and amortization expense in the consolidated statements of cash flows; however, for purposes of the consolidated statements of operations they are included in interest expense, net.

Recently Issued Accounting Guidance

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information as well as certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this update are effective for annual periods beginning after December 15, 2024 and will be applied on a prospective basis. We ~~are~~do ~~evaluating~~not expect the ~~impact~~adoption of ASU 2023-09 to have a material impact on our consolidated financial statements other than the expanded disclosure in our notes to the consolidated financial statements.

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.

Table of Contents

3. Revenue Recognition

Disaggregation of Revenue

Revenue and cash flows are affected by economic factors in various geographical regions. Revenues by destination were as follows (in thousands):

Three Months Ended

~~Six~~Nine Months Ended

~~June~~September 30,

2025

2024

2025

2024

North America

1,~~290~~463,~~919~~030

1,~~176~~315,~~098~~224

24,~~737~~200,~~647~~677

24,~~736~~052,~~870~~094

Europe

~~963~~1,~~830~~349,391

1,~~055~~439,~~061~~473

12,~~037~~386,~~080~~471

12,~~080~~519,~~297~~770

Asia-Pacific

~~232~~124,~~944~~830

~~118~~50,~~527~~294

~~638~~763,~~733~~563

~~515~~565,~~529~~823

Other

~~29,804~~891

221,~~806~~587

~~231~~232,~~590~~481

~~231~~232,~~011~~598

Total revenue

2,~~517~~938,~~497~~142

2,~~372~~806,~~492~~578

47,~~645~~583,~~050~~192

47,~~563~~370,~~707~~285

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.

Table of Contents

Geographic Concentration

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~~Our revenue attributable to U.S.-sourced guests has approximated 84-85% of total revenue over the preceding three fiscal years. No other individual country’s revenues exceed 10% in any given period.

Contract Balances

Receivables from customers are included within accounts receivable, net. As of ~~June~~September 30, 2025 and December 31, 2024, our receivables from customers were $~~121~~100.25 million and $114.2 million, respectively, primarily related to in-transit credit card receivables.

Our contract liabilities are included within advance ticket sales. As of ~~June~~September 30, 2025 and December 31, 2024, our contract liabilities were $32.03 billion and $2.2 billion, respectively. Of the amounts included within contract liabilities as of ~~June~~September 30, 2025, approximately 40% were refundable in accordance with our cancellation policies. Of the deposits included within advance ticket sales, the majority are refundable in accordance with our cancellation policies and it is uncertain to what extent guests may request refunds. For the ~~six~~nine months ended ~~June~~September 30, 2025, $1.9 billion of revenue recognized was included in the contract liability balance at the beginning of the period.

4. Leases

Operating Leases – Lessee

Operating lease balances were as follows (in thousands):


	Balance Sheet location	~~June~~September 30, 2025		December 31, 2024
Operating leases
Right-of-use assets	Other long-term assets	$	989,~~056~~393	$	899,091
Current operating lease liabilities	Accrued expenses and other liabilities		2728,~~916~~210		27,313
Non-current operating lease liabilities	Other long-term liabilities		~~797~~795,~~827~~711		788,669

Table of Contents

Operating Leases – Lessor

In ~~March and~~ April 2025, we executed long-term leases for ~~four~~two of our ships. The ~~leases~~lease for Norwegian Sky ~~and Seven Seas Navigator~~ will commence in 2026, and the ~~leases~~lease for Norwegian Sun ~~and Insignia~~ 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 $~~600~~320 million. Subsequent to September 30, 2025, the two lease agreements signed in March 2025 for Seven Seas Navigator and Oceania Insignia were terminated, and we received a nominal fee.

Table of Contents

5. Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) for the ~~six~~nine months ended ~~June~~September 30, 2025 was as follows (in thousands):


	~~Six~~Nine Months Ended ~~June~~September 30, 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	$	(508,752)	$	(514,890)		$	6,138
Current period other comprehensive income before reclassifications		52,~~901~~944		52,~~901~~944			—
Amounts reclassified into earnings		1523,~~149~~972		1523,~~117~~924	(1)		3248	(2)
Accumulated other comprehensive income (loss) at end of period	$	(~~440~~431,~~702~~836)	$	(~~446~~438,~~872~~022)	(3)	$	6,~~170~~186

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


	~~Six~~Nine Months Ended ~~June~~September 30, 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	$	(510,151)	$	(509,171)		$	(980)
Current period other comprehensive income before reclassifications		48,410		48,410			—
Current period other comprehensive loss before reclassifications		(7,668)		(7,668)			—
Amounts reclassified into earnings		(63,~~294~~570)		(63,~~483~~853)	(1)		~~189~~283	(2)
Accumulated other comprehensive income (loss) at end of period	$	(~~468~~521,~~035~~389)	$	(~~467~~520,~~244~~692)		$	(~~791~~697)

(1)	We refer you to Note 8— “Fair Value Measurements and Derivatives” 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 $3322.30 million of losses expected to be reclassified into earnings in the next 12 months.

Table of Contents

6.Property and Equipment, Net

Property and equipment, net increased $12.41 billion for the ~~six~~nine months ended ~~June~~September 30, 2025 primarily due to the delivery of Norwegian Aqua and Oceania Allura.

7. Long-Term Debt

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.

Table of Contents

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% with a maturity date of February 23, 2037. Principal and interest payments are payable semiannually.

In April 2025, NCLC entered into individually negotiated note exchange agreements with certain existing holders (the “Holders”) of the 2025 Exchangeable Notes, pursuant to which NCLC and the Holders agreed to exchange (the “Exchange”) approximately $353.9 million in aggregate principal amount of the Holders’ 2025 Exchangeable Notes for (i) approximately $353.9 million in aggregate principal amount of NCLC’s 0.875% exchangeable senior notes due April 15, 2030 (the “2030 Exchangeable Notes”) and (ii) an aggregate cash payment (the “Cash Payment”) of approximately $64.0 million, plus accrued and unpaid interest on the 2025 Exchangeable Notes that was exchanged to, but excluding, the closing date of the Exchange. The Cash Payment was equal to the gross proceeds from the concurrent Equity Offering (as defined below) and represented the remainder of NCLC’s exchange obligation in excess of the aggregate principal amount of the 2025 Exchangeable Notes that were exchanged. During the three months ended June 30, 2025, the related losses on extinguishment were approximately $69.6 million, which were recognized in interest expense, net.

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

Table of Contents

~~The~~In ~~2030~~March 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 Exchangeable Notes at the holder’s option (i) at any time prior to the close of business on the business day immediately preceding October 152025, ~~2029,~~we ~~subject~~took todelivery ~~the satisfaction~~ of ~~certain~~Norwegian 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 metAqua. ~~Upon~~We ~~exchange~~had ofexport ~~the~~credit ~~2030~~financing Exchangeable Notes, NCLC will satisfy its exchange obligation by paying cash up to the aggregate principal amount of the 2030 Exchangeable Notes to be exchanged and paying or delivering, as the case may be, cash, NCLH ordinary shares or a combination of cash and NCLH ordinary shares, at NCLC’s election, in ~~respect~~place offor ~~the~~80% ~~remainder, if any,~~ of ~~NCLC’s exchange obligation in excess of~~ the ~~aggregate~~contract ~~principal amount of the 2030 Notes to be exchanged~~price. The ~~initial~~associated ~~exchange rate per $~~€1~~,000 principal amount of 2030 Notes is 38~~.~~1570~~0 ~~NCLH~~billion ~~ordinary~~term ~~shares,~~loan ~~which~~bears isinterest ~~equivalent~~at toa anfixed ~~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~~1. ~~The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction. The 2030 Exchangeable Notes pay interest at 0.875~~83% per annum, ~~semiannually~~with ona ~~April~~maturity 15date ~~and October 15~~ of ~~each~~February ~~year~~23, to2037. ~~holders~~Principal ofand ~~record~~interest atpayments ~~the~~are ~~close~~payable ~~of business on the immediately preceding April 1 and October 1, respectively~~semiannually.

In April 2025, NCLC entered into individually negotiated note exchange agreements with certain existing holders (the “Holders”) of the 2025 Exchangeable Notes, pursuant to which NCLC and the Holders agreed to exchange (the “Exchange”) approximately $353.9 million in aggregate principal amount of the Holders’ 2025 Exchangeable Notes for (i) approximately $353.9 million in aggregate principal amount of NCLC’s 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 $69.6 million, which were recognized in interest expense, net.

Additionally, in April 2025, NCLH 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, NCLH entered into individually negotiated share purchase agreements with the Holders. The Company used the net proceeds from NCLH’s April Equity Offerings, together with cash on hand, to make the Cash Payment.

InThe ~~June~~2030 ~~2025,~~0.875% Exchangeable Notes are general senior unsecured obligations of NCLC ~~entered~~and ~~into~~guaranteed anby ~~amendment~~NCLH toon a senior unsecured basis. Holders may exchange all or a portion of the ~~Seventh~~2030 ~~ARCA~~0.875% Exchangeable Notes at the holder’s option (i) at any time prior to the ~~“ARCA~~close ~~Amendment”~~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. ~~The~~Upon ~~ARCA~~exchange ~~Amendment~~of ~~increased~~the 2030 0.875% Exchangeable Notes, NCLC will satisfy its exchange obligation by paying cash up to the aggregate principal amount of the ~~lenders~~2030 0.875% Exchangeable Notes to be exchanged and paying or delivering, as the case may be, cash, NCLH ordinary shares or a combination of cash and NCLH ordinary shares, at NCLC’s ~~commitments~~election, ~~under~~in respect of the ~~Revolving~~remainder, ~~Loan~~if ~~Facility~~any, ~~from~~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 0.7875% ~~billion~~Exchangeable Notes is 38.1570 NCLH ordinary shares, which is equivalent to an initial exchange price of approximately $226.521 ~~billion~~per ~~and~~ordinary ~~modified~~share, ~~the~~subject ~~vessels~~to ~~that~~adjustment ~~serve~~in ascertain ~~collateral~~circumstances. The ~~Revolving~~maximum ~~Loan~~exchange ~~Facility~~rate ~~and~~is ~~related~~52.4658 ~~guarantees~~and ~~are~~reflects ~~now~~potential ~~secured~~adjustments byto ~~first-priority~~the ~~interests~~initial inexchange rate, ~~among~~which ~~other~~would ~~things~~only ~~and~~be ~~subject~~made toin the event of certain ~~agreed~~make-whole ~~security~~fundamental ~~principles,~~changes 14or oftax ~~our~~redemption ~~vessels~~events. The ~~Concurrently,~~exchange ~~NCLC~~rate referred to above is also ~~entered~~subject ~~into~~to aadjustment ~~supplemental~~for ~~indenture~~any ~~that~~stock ~~modified~~split, ~~the~~stock ~~collateral~~dividend ~~for~~or ~~the~~similar 8transaction.~~125~~ The 2030 0.875% ~~senior~~Exchangeable ~~secured~~Notes ~~notes~~pay ~~due~~interest ~~2029~~at ~~such~~0.875% ~~that~~per ~~this~~annum, ~~collateral~~semiannually ison April 15 and October 15 of each year, to holders of record at the ~~same~~close asof business on the ~~ARCA~~immediately ~~Amendment~~preceding April 1 and October 1, respectively.

~~Exchangeable~~In ~~Notes~~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 ~~following~~associated is€570.4 million term loan bears interest at a ~~summary~~fixed rate of ~~NCLC’s~~1.50% ~~exchangeable~~per ~~notes~~annum aswith a maturity date of ~~June 30~~July 10, ~~2025~~ ~~(in~~2037. ~~thousands):~~Principal and interest payments are payable semiannually.


			Unamortized Debt
			Discount,
	Principal		including Deferred		Net Carrying		Fair Value
	Amount		Financing Fees		Amount		Amount		Leveling
2025 Exchangeable Notes (1)	$	96,101	$	(903)	$	95,198	$	106,147	Level 2
2027 1.125% Exchangeable Notes		1,150,000		(91,722)		1,058,278		1,123,734	Level 2
2027 2.5% Exchangeable Notes		473,175		(38,916)		434,259		470,525	Level 2
2030 Exchangeable Notes		353,876		(62,710)		291,166		376,170	Level 2

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, NCLH ordinary shares or a

(1) The exchangeable notes are convertible into redeemable preference shares of NCLC. Upon conversion, the preference shares are immediately and automatically exchanged, for each $1,000 principal amount of exchangeable notes, into a certain number of NCLH’s ordinary shares based on the applicable exchange rate. Upon NCLH’s receipt of the NCLC preference shares, each preference share will be immediately re-designated into an ordinary share of NCLC of par value $1,000 per share and then subdivided into 833,333 ordinary shares of NCLC of par value $0.0012 per share (the “re-designation”). After the re-designation, the NCLC ordinary shares are repurchased for nominal consideration and cancelled. Subsequent to June 30, 2025, substantially all the remaining holders of the 2025 Exchangeable Notes elected to exchange their notes for 96,012 series A-3 preference shares, which were issued and subsequently re-designated and subdivided, and the newly issued ordinary shares of NCLC were then repurchased and cancelled. The remaining unexchanged notes were repaid in cash at maturity.

Table of Contents

combination of cash and NCLH 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 NCLH ordinary shares, 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 rate referred to above is 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, NCLH 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, NCLH 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 NCLH’s 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.

Table of Contents

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.

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 and modification for the 2027 1.125% Exchangeable Notes, 2027 2.50% Exchangeable Notes, 2026 Notes, 2027 Notes and 2029 Notes were approximately $83.4 million, which were recognized in interest expense, net.

Exchangeable Notes

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


			Unamortized Debt
			Discount,
	Principal		including Deferred		Net Carrying		Fair Value
	Amount		Financing Fees		Amount		Amount		Leveling
2027 1.125% Exchangeable Notes		192,037		(13,045)		178,992		194,418	Level 2
2027 2.5% Exchangeable Notes		24,138		(1,694)		22,444		24,749	Level 2
2030 0.875% Exchangeable Notes		353,876		(59,725)		294,151		409,845	Level 2
2030 0.750% Exchangeable Notes		1,407,000		(339,697)		1,067,303		1,408,829	Level 2

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


			Unamortized Debt
			Discount,
	Principal		including Deferred		Net Carrying		Fair Value
	Amount		Financing Fees		Amount		Amount		Leveling
2025 Exchangeable Notes	$	449,990	$	(26,141)	$	423,849	$	641,560	Level 2
2025 Exchangeable Notes (1)	$	449,990	$	(26,141)	$	423,849	$	641,560	Level 2
2027 1.125% Exchangeable Notes		1,150,000		(117,743)		1,032,257		1,177,347	Level 2
2027 2.5% Exchangeable Notes		473,175		(49,733)		423,442		492,395	Level 2

(1)

The exchangeable notes are convertible into redeemable preference shares of NCLC. Upon conversion, the preference shares are immediately and automatically exchanged, for each $1,000 principal amount of exchangeable notes, into a certain number of NCLH’s ordinary shares based on the applicable exchange rate. Upon NCLH’s receipt of the NCLC preference shares, each preference share will be immediately re-designated into an ordinary share of NCLC of par value $1,000 per share and then subdivided into 833,333 ordinary shares of NCLC of par value $0.0012 per share (the “re-designation”). After the re-designation, the NCLC ordinary shares are repurchased for nominal consideration and cancelled. During the three months ended September 30, 2025, substantially all the remaining holders of the 2025 Exchangeable Notes elected to exchange their notes for 96,012 series A-3 preference shares, which were issued and subsequently re-designated and subdivided, and the newly issued ordinary shares of NCLC were then repurchased and cancelled. The remaining unexchanged notes were repaid in cash at maturity.

Table of Contents

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

Three Months Ended

~~Six~~Nine Months Ended

~~June~~September 30,

2025

2024

2025

2024

Coupon interest

86,~~567~~806

1312,~~308~~238

2027,~~805~~611

2739,~~745~~983

Amortization of discount and deferred financing fees

2422,~~436~~649

2928,~~911~~178

5375,~~267~~916

6290,~~055~~233

Total

3329,~~003~~455

4340,~~219~~416

74103,~~072~~527

89130,~~800~~216

As of ~~June~~September 30, 2025, the effective interest rate is ~~15.86%,~~ 6.28%, 7.88%, ~~and~~ 5.04% and 6.45% for the ~~2025~~2027 1.125% Exchangeable Notes, 2027 12.~~125~~5% Exchangeable Notes, ~~2027~~2030 20.5875% Exchangeable Notes and 2030 0.750% Exchangeable Notes, respectively.

Debt Repayments

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


Year	Amount
Remainder of 2025	$	~~500~~239,~~640~~054
2026		1871,~~045,214~~543
2027		31,~~383~~028,~~798~~106
2028		1,~~207~~263,~~797~~333
2029		21,~~023~~288,~~088~~623
2030		13,~~758~~546,~~833~~368
Thereafter		46,~~194~~692,~~868~~524
Total	$	14,~~114~~929,~~238~~551

Debt Covenants

As of ~~June~~September 30, 2025, we were in compliance with all of our debt covenants. If we do not continue to remain in compliance with our covenants, we would have to seek additional amendments to or waivers of our covenants. 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.

Table of Contents

8. 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 European Union’s Emissions Trading System meet the criteria specified for this exception.

Table of Contents

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 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 ~~June~~September 30, 2025, we had fuel swaps, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately ~~913~~764 thousand metric tons of our projected fuel purchases, maturing through December 31, 2027.

As of ~~June~~September 30, 2025, we also had fuel swaps pertaining to approximately 9478 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through October 31, 2027.

As of ~~June~~September 30, 2025, we had foreign currency forwards and collars which were used to mitigate the financial impact of volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros. The notional amount of these foreign currency contracts were €1.1 billion, or $1.3 billion based on the euro/U.S. dollar exchange rate as of September 30, 2025.

Table of Contents

notional amount of our foreign currency contracts were €764.2 million, or $900.8 million based on the euro/U.S. dollar exchange rate as of June 30, 2025.

As of ~~June~~ September 30, 2025, we also had ~~conversion~~foreign ~~options~~currency ~~embedded~~forwards innot ~~our~~designated ~~exchangeable~~as ~~notes.~~hedges, ~~The~~which ~~notional~~were ~~amounts~~used ofto ~~our~~mitigate ~~outstanding~~the ~~options~~financial asimpact of ~~June 30, 2025~~volatility ~~were~~in ~~5.1~~foreign ~~million,~~currency ~~34.1~~exchange ~~million,~~rates ~~13.7~~related ~~million~~to principal and 13interest of debt denominated in euros.5 ~~million~~The ~~NCLH~~notional ~~ordinary~~amount ~~shares~~of ~~for~~these ~~the~~foreign ~~2025~~currency ~~Exchangeable~~contracts ~~Notes~~were €79.7 million, ~~2027~~or 1$93.~~125%~~5 ~~Exchangeable~~million ~~Notes,~~based ~~2027~~on 2the euro/U.5%S. ~~Exchangeable~~dollar ~~Notes~~exchange ~~and~~rate ~~2030~~as ~~Exchangeable~~of ~~Notes~~September 30, ~~respectively~~2025.

As of September 30, 2025, we had conversion options embedded in our exchangeable notes. The notional amounts of our outstanding options as of September 30, 2025 were 5.7 million, 0.7 million, 13.5 million and 41.0 million NCLH ordinary shares for the 2027 1.125% Exchangeable Notes, 2027 2.5% Exchangeable Notes, 2030 0.875% Exchangeable Notes and 2030 0.750% Exchangeable Notes, respectively.

Table of Contents

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


		Assets				Liabilities
		~~June~~September 30,		December 31,		~~June~~September 30,		December 31,
	Balance Sheet Location	2025		2024		2025		2024
Derivative Contracts Designated as Hedging Instruments

Fuel contracts
	Prepaid expenses and other assets	$	3165	$	1,576	$	—22	$	1,798
	Other long-term assets		~~223~~966		650		—366		208
	Accrued expenses and other liabilities		1,~~099~~287		488		155,~~041~~380		12,955
	Other long-term liabilities		~~1,003~~383		648		52,~~747~~059		2,030
Foreign currency contracts
	Prepaid expenses and other assets		6,~~235~~057		—		—		—
	Other long-term assets		4435,~~268~~539		—		—		—
	Accrued expenses and other liabilities		—		—		—635		1,567
	Other long-term liabilities		—		—		—		17,427
Total derivatives designated as hedging instruments		$	5244,~~831~~397	$	3,362	$	208,~~788~~462	$	35,985

Derivative Contracts Not Designated as Hedging Instruments

Fuel contracts
	Prepaid expenses and other assets	$	—94	$	234	$	162	$	—
	Other long-term assets		320		—		—		—
	Accrued expenses and other liabilities		~~382~~542		—		~~2,031~~954		390
	Other long-term liabilities		34—		—		7059		35
Foreign currency contracts
	Accrued expenses and other liabilities		—		—		103		—
Debt conversion options
	Current portion of exchangeable notes		—		—		~~10,057~~—		192,942
	Exchangeable notes		—		—		~~166~~445,~~854~~587		190,022
Total derivatives not designated as hedging instruments		$	~~419~~656	$	234	$	~~179~~446,~~013~~765	$	383,389
Total derivatives		$	5345,~~250~~053	$	3,596	$	~~199~~455,~~801~~227	$	419,374

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 option pricing models 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 models used by the Company are industry standard models for valuing options and are used by the broker/dealer community. The inputs to the option pricing models are the option strike prices, underlying prices, risk-free rates of interest, time to expiration, and both historical and implied volatilities. The fair values of option contracts consider 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.

Table of Contents

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

Gross

Amounts

Total Net

Amounts

June 30, 2025

Amounts

Offset

Amounts

Not Offset

Net Amounts

September 30, 2025

Amounts

Offset

Amounts

Not Offset

Net Amounts

Assets

5042,~~732~~841

(1450)

5042,~~731~~391

(5041,~~503~~596)

~~228~~795

Liabilities

~~199~~454,~~800~~777

(2,~~518~~212)

~~197~~452,~~282~~565

(~~176~~446,~~911~~325)

206,~~371~~240


			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		417,368		(1,136)		416,232		(401,958)		14,274

The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) were as follows (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 Income

Derivatives

Comprehensive Loss

Income (Expense)

(Loss) into Income (Expense)

Three Months

Ended

~~June~~September 30, 2025

~~June~~September 30, 2024

~~June~~September 30, 2025

~~June~~September 30, 2024

Fuel contracts

~~(27~~10,~~268)~~681

1(56,~~035~~615)

Fuel

(64,~~147~~575)

61,~~838~~440

Fuel contracts

—

Other income (expense), net

(~~777~~114)

~~432~~49

Foreign currency contracts

49(10,~~344~~638)

~~122~~537

Depreciation and amortization

(4,~~120~~118)

(4,~~120~~119)

Total gain (loss) recognized in other comprehensive loss

~~22,076~~43

1(56,~~157~~078)

(118,~~044~~807)

3(2,~~150~~630)

Location of Gain

(Loss) Reclassified

from Accumulated

Amount of Gain (Loss) Reclassified

Amount of Gain (Loss)

Other Comprehensive

from Accumulated Other

Recognized in Other

Income (Loss) into

Comprehensive Income

Derivatives

Comprehensive Loss

Income (Expense)

(Loss) into Income (Expense)

~~Six~~Nine Months

Ended

~~June~~September 30, 2025

~~June~~September 30, 2024

~~June~~September 30, 2025

~~June~~September 30, 2024

Fuel contracts

(165,~~596~~915)

48(8,~~288~~327)

Fuel

(510,~~857~~432)

1314,~~415~~855

Fuel contracts

—

Other income (expense), net

(1,~~021~~135)

1,~~307~~356

Foreign currency contracts

6958,~~497~~859

~~122~~659

Depreciation and amortization

(812,~~239~~357)

(812,~~239~~358)

Total gain (loss) recognized in other comprehensive loss

52,~~901~~944

48(7,~~410~~668)

(1523,~~117~~924)

63,~~483~~853

1921

Table of Contents

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

Three Months Ended ~~June~~September 30, 2025

Three Months Ended ~~June~~September 30, 2024

Depreciation

and

Other Income

and

Other Income

Fuel

Amortization

(Expense), net

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

~~157~~175,~~377~~913

~~243~~250,~~760~~832

(~~167~~134,~~729~~429)

~~174~~164,~~964~~934

~~222~~218,~~405~~428

~~151~~(58,~~323~~190)

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

Fuel contracts

(64,~~147~~575)

—

61,~~838~~440

—

Foreign currency contracts

—

(4,~~120~~118)

—

(4,~~120~~119)

—

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

Fuel contracts

—

(~~777~~114)

—

~~432~~49

~~Six~~Nine Months Ended ~~June~~September 30, 2025

~~Six~~Nine Months Ended ~~June~~September 30, 2024

Depreciation

and

Other Income

and

Other Income

Fuel

Amortization

(Expense), net

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

~~332~~508,~~391~~304

~~475~~725,~~057~~889

77(56,~~457~~972)

~~372~~537,~~698~~632

~~445~~663,~~334~~762

~~165~~107,~~874~~684

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

Fuel contracts

(510,~~857~~432)

—

1314,~~415~~855

—

Foreign currency contracts

—

(812,~~239~~357)

—

(812,~~239~~358)

—

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

Fuel contracts

—

(1,~~021~~135)

—

1,~~307~~356

The effects of derivatives not designated as hedging instruments on the consolidated statements of operations include the following (in thousands):

Amount of Gain (Loss) Recognized in Income

Three Months Ended

~~Six~~Nine Months Ended

~~June~~September 30,

Location of Gain (Loss)

2025

2024

2025

2024

Derivatives not designated as hedging instruments

Debt conversion options

Other income (expense), net

(11147,~~304~~429)

~~149~~(24,~~427~~044)

~~258~~110,~~387~~958

~~145~~121,~~841~~797

Long-Term Debt

As of ~~June~~September 30, 2025 and December 31, 2024, the fair value of our long-term debt, including the current portion, was $1314.61 billion and $12.8 billion, respectively, which was $01.60 billion and $0.8 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~~

2022

Table of Contents

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.

Other

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

9. Employee Benefits and Compensation Plans

In January 2013, NCLH adopted the 2013 Performance Incentive Plan, which as amended and restated through 2024 (the “Restated 2013 Plan”), provided for a maximum aggregate limit of 45,009,006 shares that could have been delivered pursuant to all awards granted under the Restated 2013 Plan. In June 2025, NCLH’s shareholders approved a further amendment and restatement of the Restated 2013 Plan to increase the number of NCLH ordinary shares that may be delivered by 3,000,000, resulting in an increase in the maximum aggregate limit to 48,009,006 shares.

Restricted Share Unit Awards

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

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


	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,~~637~~687,~~034~~416		21.9598	1,~~107~~167,~~504~~962		2122.9510
Vested	(4,~~264~~269,~~798~~167)		17.5152	(376,068)		18.48
Forfeited or expired	(~~367~~641,~~558~~456)		1819.9343	(~~243~~535,~~556~~780)		17.0454
Non-vested as of June 30, 2025	8,928,396		19.92	2,753,302		19.65
Non-vested as of September 30, 2025	8,700,511		19.94	2,521,536		19.97

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



	Number of Share Option Awards	Weighted-Average Exercise Price		Weighted-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,~~508~~845,~~500~~107)		5556.3610
Outstanding as of June 30, 2025	664,943		54.84	0.38		—
Outstanding as of September 30, 2025	328,336		50.14	0.39		—

2123

Table of Contents

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

Three Months Ended

~~Six~~Nine Months Ended

~~June~~September 30,

2025

2024

2025

2024

Payroll and related expense

5,~~408~~488

54,~~077~~855

1015,~~232~~720

914,~~691~~546

Marketing, general and administrative expense

2012,~~491~~930

1715,~~907~~783

3548,~~948~~878

3551,~~241~~024

Total share-based compensation expense

2518,~~899~~418

2220,~~984~~638

4664,~~180~~598

4465,~~932~~570

10. Commitments and Contingencies

Ship Construction Contracts

For the Oceania Cruises brand, the second Allura Class Ship, Oceania Allura, at approximately 68,000 Gross Tons and 1,200 Berths, was delivered in July 2025. We refer you to Note 13 – “Subsequent Event” for additional information. For the Norwegian brand, we have three Prima Class Ships on order, each ranging from approximately 156,000 to 169,000 Gross Tons with 3,565 to 3,840 Berths, with currently scheduled delivery dates from 2026 through 2028. For the Norwegian brand, we also have an order for four additional ships, each at approximately 227,000 Gross Tons and 5,000 Berths, with currently scheduled delivery dates from 2030 through 2036. For the Oceania Cruises brand, we ~~also~~ have an order for four Sonata Class Ships, each at approximately 86,000 Gross Tons and 1,390 Berths, with currently scheduled delivery dates from 2027 through 2035. For the Regent Seven Seas Cruises brand, we have an order for two Prestige Class Ships, each at approximately 77,000 Gross Tons and 822 Berths, with currently scheduled delivery dates in 2026 and 2030. The impacts of initiatives to improve environmental sustainability and modifications 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.

As of ~~June~~September 30, 2025, the combined contract prices, including amendments and change orders, of the 1213 ships ~~then~~ on order ~~for~~were ~~delivery (including Oceania Allura but excluding the two Sonata Class Ships on order for Oceania Cruises that we previously had the option to cancel as of June 30, 2025) was~~ approximately €1718.24 billion, or $2021.36 billion based on the euro/U.S. dollar exchange rate as of ~~June~~September 30, 2025. The combined contract prices of the two additional Sonata Class Ships on order for delivery as of July 2025 was approximately €1.8 billion, or $2.1 billion based on the euro/U.S. dollar exchange rate as of June 30, 2025. For ships on order, excluding the two Sonata Class Ships on order for Oceania Cruises with currently scheduled delivery in 2032 and 2035 and the two additional ships on order for Norwegian Cruise Line with currently scheduled delivery in 2034 and 2036, we currently have obtained export credit financing which is expected to fund approximately 80% of the contract price of each ship as well as related financing premiums, subject to certain conditions. We do not anticipate any contractual breaches or cancellations to occur. However, if any such events were to occur, it could result in, among other things, the forfeiture of prior deposits or payments made by us and potential claims and impairment losses which may materially impact our business, financial condition and results of operations.

As of September 30, 2025, our minimum annual payments for non-cancelable ship construction contracts were as follows (in thousands):


Year	Amount
Remainder of 2025	$	161,281
2026		2,360,781
2027		2,471,917
2028		1,509,721
2029		1,320,504
2030		3,335,466
Thereafter		9,455,741
Total minimum annual payments	$	20,615,411

Table of Contents

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


Year	Amount
Remainder of 2025	$	914,674
2026		2,431,439
2027		2,492,610
2028		2,303,634
2029		1,102,347
2030		2,511,831
Thereafter		7,496,742
Total minimum annual payments	$	19,253,277

~~In July 2025, we confirmed the last two Sonata Class Ships and also reset certain ship delivery dates. The table below reflects these changes on our minimum annual payments (in thousands):~~24

Table of Contents


Year	Amount
Remainder of 2025	$	865,832
2026		2,383,676
2027		2,491,194
2028		1,516,540
2029		1,326,469
2030		3,353,478
Thereafter		9,498,450
Total minimum annual payments	$	21,435,639

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, the outcomes of which cannot be predicted at this time.

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 we expect the case to be argued in early 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.

Table of Contents

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. 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.

Other

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 approximately $32.69 billion in advance ticket sales at ~~June~~September 30, 2025 that have been received by the Company relating to future voyages. These agreements allow the credit card processors to require under certain circumstances, including the existence of a material adverse change, excessive chargebacks and other triggering events, that the Company maintain a reserve which would be satisfied by posting collateral. Although the agreements vary, these requirements may generally be satisfied either through a percentage of customer payments withheld or providing cash funds directly to the card processor. Any cash reserve or collateral requested could be increased or decreased. We may be required to pledge additional collateral and/or post additional cash reserves or take other actions in the future that may adversely affect our liquidity.

Table of Contents

allow the credit card processors to require under certain circumstances, including the existence of a material adverse change, excessive chargebacks and other triggering events, that the Company maintain a reserve which would be satisfied by posting collateral. Although the agreements vary, these requirements may generally be satisfied either through a percentage of customer payments withheld or providing cash funds directly to the card processor. Any cash reserve or collateral requested could be increased or decreased. We may be required to pledge additional collateral and/or post additional cash reserves or take other actions in the future that may adversely affect our liquidity.

11. Other Income (Expense), Net

For the three months ended ~~June~~September 30, 2025, other income (expense), net was expense of $~~167~~134.74 million primarily due to net losses onfrom ~~foreign~~conversion ~~currency~~options ~~remeasurements~~on of our ~~euro-denominated~~exchangeable ~~debt~~notes. For the ~~six~~nine months ended ~~June~~September 30, 2025, other income (expense), net was ~~income~~expense of $7757.50 million primarily due to net losses on foreign currency remeasurements partially offset by net gains from conversion options on our exchangeable notes. ~~partially~~For ~~offset~~the bythree months ended September 30, 2024, other income (expense), net was expense of $58.2 million primarily due to net losses on foreign currency remeasurements ofand also includes net losses from conversion options on our ~~euro-denominated~~exchangeable ~~debt~~notes. For the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2024, other income (expense), net was income of $~~151~~107.37 million ~~and $165.9 million, respectively,~~ primarily due to net gains from conversion options on our exchangeable notes.

12. Supplemental Cash Flow Information

For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, we had non-cash investing activities consisting of changes in accruals related to property and equipment of $4420.72 million and $366.36 million, respectively.

13. Subsequent Event

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

2426

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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, or incorporated by reference, in this report, including, without limitation, our expectations regarding our results of operations, future financial position, including our liquidity requirements and future capital expenditures, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, including with respect to refinancing, amending the terms of, or extending the maturity of our indebtedness, our ability to comply with covenants under our debt agreements, expectations regarding our exchangeable notes, valuation and appraisals of our assets, expectations regarding our deferred tax assets and valuation allowances, expected fleet additions ~~and cancellations~~, including expected timing thereof, our expectations regarding the impact of macroeconomic conditions and recent global events, and expectations relating to our sustainability program and decarbonization efforts 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 and the impacts of port and destination fees and expenses;

●

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;

2527

Table of Contents

●

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 Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025 (our “Annual Report on Form 10-K”).

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

2628

Table of Contents

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.

Solely for convenience, certain trademark and service marks referred to in this report appear without the ® or ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and service marks.

Terminology

This report includes certain non-GAAP financial measures, such as Adjusted Gross Margin, Net Yield, Net Cruise Cost, Adjusted Net Cruise Cost Excluding Fuel, Adjusted EBITDA and Adjusted Net Income. Definitions of these non- GAAP financial measures are included below. For further information about our non-GAAP financial measures including detailed adjustments made in calculating our non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measure, we refer you to “Results of Operations” below.

Unless otherwise indicated in this report, the following terms have the meanings set forth below:

● 2024 Exchangeable Notes. On May 8, 2020, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, NCLC issued $862.5 million aggregate principal amount of exchangeable senior notes due 2024.

●

2025 Exchangeable Notes. On July 21, 2020, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, NCLC issued $450.0 million aggregate principal amount of exchangeable senior notes due 2025.

●

2027 1.125% Exchangeable Notes. On November 19, 2021, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, NCLC issued $1,150.0 million aggregate principal amount of exchangeable senior notes due 2027.

●

2027 2.5% Exchangeable Notes. On February 15, 2022, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, NCLC issued $473.2 million aggregate principal amount of exchangeable senior notes due 2027.

●

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

●

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

●

Adjusted EBITDA. EBITDA adjusted for other income (expense), net and other supplemental adjustments.

●

Adjusted Gross Margin. Gross margin adjusted for payroll and related, fuel, food, other and ship depreciation. Gross margin is calculated pursuant to GAAP as total revenue less total cruise operating expense and ship depreciation.

●

Adjusted Net Cruise Cost Excluding Fuel. Net Cruise Cost Excluding Fuel adjusted for supplemental adjustments.

● Adjusted Net Income. Net income ~~(loss)~~ adjusted for supplemental adjustments.

● Allura Class Ships. Oceania Cruises’ Vista and Oceania Cruises’ Allura.

●

Berths. Double occupancy capacity per cabin (single occupancy per studio cabin) even though many cabins can accommodate three or more passengers.

2729

Table of Contents

●

Capacity Days. Berths available for sale multiplied by the number of cruise days for the period for ships in service.

●

Dry-dock. A process whereby a ship is positioned in a large basin where all of the fresh/sea water is pumped out in order to carry out cleaning and repairs of those parts of a ship which are below the water line.

●

EBITDA. Earnings before interest, taxes, and depreciation and amortization.

●

GAAP. Generally accepted accounting principles in the U.S.

●

Gross Cruise Cost. The sum of total cruise operating expense and marketing, general and administrative expense.

●

Gross Tons. A unit of enclosed passenger space on a cruise ship, such that one gross ton equals 100 cubic feet or 2.831 cubic meters.

●

Net Cruise Cost. Gross Cruise Cost less commissions, transportation and other expense and onboard and other expense.

●

Net Cruise Cost Excluding Fuel. Net Cruise Cost less fuel expense.

●

Net Yield. Adjusted Gross Margin per Capacity Day.

●

Occupancy Percentage. The ratio of Passenger Cruise Days to Capacity Days. A percentage greater than 100% indicates that three or more passengers occupied some cabins.

●

Passenger Cruise Days. The number of passengers carried for the period, multiplied by the number of days in their respective cruises.

●

Prestige Class Ships. Regent’s Seven Seas Prestige and one additional ship on order.

●

Prima Class Ships. Norwegian Prima, Norwegian Viva, Norwegian Aqua, Norwegian Luna and two additional ships on order.

●

Revolving Loan Facility. Approximately $2.5 billion senior secured revolving credit facility.

●

SEC. U.S. Securities and Exchange Commission.

●

Shipboard Retirement Plan. An unfunded defined benefit pension plan for certain crew members which computes benefits based on years of service, subject to certain requirements.

●

Sonata Class Ships. Oceania Sonata, Oceania Arietta and two additional ships on order.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures, such as Adjusted Gross Margin, Net Yield, Net Cruise Cost, Adjusted Net Cruise Cost Excluding Fuel, Adjusted EBITDA and Adjusted Net Income, to enable us to analyze our performance. See “Terminology” for the definitions of these and other non-GAAP financial measures. We utilize Adjusted Gross Margin and Net Yield to manage our business on a day-to-day basis because they reflect revenue earned net of certain direct variable costs. We also utilize Net Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to manage our business on a day-to-day basis. In measuring our ability to control costs in a manner that positively impacts net income,

2830

Table of Contents

~~(loss),~~ we believe changes in Adjusted Gross Margin, Net Yield, Net Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to be the most relevant indicators of our performance.

We believe that Adjusted EBITDA is appropriate as a supplemental financial measure as it is used by management to assess operating performance. We also believe that Adjusted EBITDA is a useful measure in determining our performance as it reflects certain operating drivers of our business, such as sales growth, operating costs, marketing, general and administrative expense and other operating income and expense. In addition, management uses Adjusted EBITDA as a performance measure for our incentive compensation. Adjusted EBITDA is not a defined term under GAAP nor is it intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income as it does not take into account certain requirements such as capital expenditures and related depreciation, principal and interest payments and tax payments and it includes other supplemental adjustments.

In addition, Adjusted Net Income is a non-GAAP financial measure that excludes certain amounts and is used to supplement GAAP net income ~~(loss)~~. We use Adjusted Net Income as a key performance measure of our earnings performance. We believe that both management and investors benefit from referring to this non-GAAP financial measure in assessing our performance and when planning, forecasting and analyzing future periods. This non-GAAP financial measure also facilitates management’s internal comparison to our historical performance. The amounts excluded in the presentation of this non-GAAP financial measure may vary from period to period; accordingly, our presentation of Adjusted Net Income may not be indicative of future adjustments or results. In 2025, we took on two newbuilds that have euro-denominated debt, that is ~~currently~~primarily unhedged, and we expect to take delivery of ships that have euro-denominated debt in the future. Due to the significant increase in our euro-denominated debt in 2025 and the fact that a substantial portion of our debt is in dollars, we have included the related net foreign currency remeasurement losses as a supplemental adjustment in our calculation of Adjusted Net Income. To ensure comparability, we have retrospectively applied this adjustment to the corresponding periods in 2024, using a consistent methodology. The quantitative impact of these adjustments is presented in the accompanying reconciliation tables within this report.

You are encouraged to evaluate each adjustment used in calculating our non-GAAP financial measures and the reasons we consider our non-GAAP financial measures appropriate for supplemental analysis. In evaluating our non-GAAP financial measures, you should be aware that in the future we may incur expenses similar to the adjustments in our presentation. Our non-GAAP financial measures have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Our presentation of our non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our non-GAAP financial measures may not be comparable to other companies. Please see a historical reconciliation of these measures to the most comparable GAAP measure presented in our consolidated financial statements below in the “Results of Operations” section.

Financial Presentation

We categorize revenue from our cruise and cruise-related activities as either “passenger ticket” revenue or “onboard and other” revenue. Passenger ticket revenue and onboard and other revenue vary according to product offering, the size of the ship in operation, the length of cruises operated and the markets in which the ship operates. Our revenue is seasonal based on demand for cruises, which has historically been strongest during the Northern Hemisphere’s summer months. Passenger ticket revenue primarily consists of revenue for accommodations, meals in certain restaurants on the ship, certain onboard entertainment, government taxes, fees and port expenses and includes revenue for service charges and air and land transportation to and from the ship to the extent guests purchase these items from us. Onboard and other revenue primarily consists of revenue from casino, beverage sales, shore excursions, specialty dining, retail sales, spa services and Wi-Fi services. Our onboard revenue is derived from onboard activities we perform directly or that are performed by independent concessionaires, from which we receive a share of their revenue.

Our cruise operating expense is classified as follows:

●

Commissions, transportation and other primarily consists of direct costs associated with passenger ticket revenue. These costs include travel advisor commissions, air and land transportation expenses, related credit

2931

Table of Contents

card fees, certain government taxes, fees and port expenses and the costs associated with shore excursions and hotel accommodations included as part of the overall cruise purchase price.

●

Onboard and other primarily consists of direct costs incurred in connection with onboard and other revenue, including casino, beverage sales and shore excursions.

●

Payroll and related consists of the cost of wages, benefits and logistics for shipboard employees and costs of certain inventory items, including food, for a third party that provides crew and other hotel services for certain ships.

●

Fuel includes fuel costs, the impact of certain fuel hedges and fuel delivery costs.

●

Food consists of food costs for passengers and crew on certain ships.

●

Other consists of repairs and maintenance (including Dry-dock costs), ship insurance and other ship expenses.

Critical Accounting Policies

For a discussion of our critical accounting policies and estimates, see “Critical Accounting Policies” included in our Annual Report on Form 10-K under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have made no significant changes to our critical accounting policies and estimates from those described in our Annual Report on Form 10-K.

Financing 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. NCLC also issued $1.8 billion aggregate principal amount of 6.750% senior unsecured notes due 2032. The net proceeds, together with cash on hand, were used to redeem $600.0 million aggregate principal amount of 8.375% senior secured notes due 2028 and $1.2 billion aggregate principal amount of 5.875% senior unsecured notes due 2026, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses. Concurrently, the Revolving Loan Facility was increased from $1.2 billion to $1.7 billion with the maturity date extended to 2030.

In April 2025, Holders exchanged $353.9 million of 2025 Exchangeable Notes for 2030 0.875% ~~2030~~ Exchangeable Notes and an aggregate Cash Payment of $64.0 million, plus accrued and unpaid interest on the 2025 Exchangeable Notes that were exchanged to, but excluding, the closing date of the Exchange. Additionally, in April 2025, NCLH completed anApril Equity ~~Offering~~Offerings of 3,358,098 ordinary shares to the Holders at a price of $19.06 per share. The Company used the net proceeds from NCLH’s April Equity ~~Offering~~Offerings, together with cash on hand, to make the Cash Payment.

In June 2025, NCLC amended the Seventh ARCA to increase the aggregate amount of the lenders’ commitments under the Revolving Loan Facility from $1.7 billion to approximately $2.5 billion. ~~The collateral of the Revolving Loan Facility and the 8.125% senior secured notes due 2029 were also modified.~~

In September 2025, NCLC issued approximately $1.4 billion of 2030 0.750% Exchangeable Notes, $1.2 billion of 2031 Notes, and $850.0 million of 2033 Notes. Additionally, in September 2025, NCLH completed the September Equity Offering with certain institutional investors of 3,313,868 ordinary shares at a price of $24.53 per share. The net proceeds from these transactions, together with cash on hand, were used to (i) complete the Repurchases of a portion of the 2027 1.125% Exchangeable Notes and 2027 2.50% Exchangeable Notes, (ii) complete the Tender Offer or redeem all of the 2026 Notes, 2027 Notes and 2029 Notes and (iii) pay related accrued and unpaid interest, transaction premiums, fees and expenses. The collateral of the Revolving Loan Facility was also modified.

See Note 7 – “Long-Term Debt” for more information.

~~Update on Bookings~~32

The Company had strong bookings in the quarter with bookings now ahead of historical levels in recent months, reflecting a strong rebound in demand following early-April softness for third-quarter long-haul, extended European itineraries. As a result, the Company remains well positioned within its optimal range for its forward 12-month booked position.

Table of Contents

Update on Bookings

The Company continues to experience healthy consumer demand across its portfolio of three brands for the balance of 2025 and into 2026, with strong demand for its Caribbean sailings. As a result, the Company remains well positioned within its optimal range for its forward 12-month booked position.

Strategic Destination Investment

We announced a second phase of expansion plans for Great Stirrup Cay, the Company’s private island destination in the Bahamas, including a nearly six-acre Great Tides Waterpark expected to open in the summer of 2026. The addition of the nearly six-acre, 19-slide, Great Tides Waterpark which includes a 800-foot dynamic river and a 9,000-square-foot kids’ splash zone, along with other new amenities, will further enhance the guest experience at one of our most popular destinations. This is in addition to the previously announced two-ship pier, pool, family splash pad, welcome center and tram, which are expected to open by the end of 2025.

~~Margin~~Strategic ~~Enhancement~~Cost ~~Initiative~~Optimization and Macroeconomic Trends

Our strategic cost ~~savings~~optimization ~~initiatives~~efforts ~~continue~~are todriving ~~deliver~~a ~~tangible results~~disciplined, ~~positioning~~company-wide usfocus ~~well to cushion macroeconomic pressures. While there may be potential pressures~~ on ~~revenue,~~identifying weefficiencies ~~believe~~and ~~these~~optimizing ~~can~~costs beacross ~~effectively offset by~~ the ~~continued~~organization. ~~execution~~These ~~of our cost savings~~ initiatives. ~~Our~~are ~~focus~~designed ~~remains~~to ondeliver ~~managing~~sustainable ~~the~~savings ~~business~~without ~~for~~compromising the ~~long-term, balancing disciplined pricing and cost control with~~ guest experience ~~and~~or ~~strategic investments for~~ the ~~future.~~quality ~~However,~~of ~~global macroeconomic events have created volatility and disruptions in the past that have adversely impacted~~ our ~~Company, and they may do so again in the future~~offerings. ~~Furthermore,~~Beyond ~~we are exposed to fluctuations in~~ the ~~euro~~financial ~~exchange rate for certain portions of ship construction contracts~~impact, ~~euro~~this ~~denominated~~effort ~~debt~~represents ~~and~~an ~~various~~evolution ~~exchange rates for customer deposits that have not been hedged. See “Item 1A. Risk Factors”~~ in our ~~Annual~~culture, ~~Report~~embedding oncost ~~Form~~awareness, ~~10-K~~accountability, and ~~“Item~~continuous 3.improvement ~~Quantitative~~into ~~and~~the ~~Qualitative~~way ~~Disclosures~~we ~~About Market Risk” below for additional information~~operate.

Our cost savings initiatives continue to deliver tangible results, which we believe position us well to cushion macroeconomic pressures. While there may be pressures on revenue, we believe these can be effectively offset by the continued execution of our cost optimization efforts. Our focus remains on managing the business for the long term, balancing disciplined pricing and cost control with guest experience and strategic investments for the future. However, global macroeconomic events have created volatility and disruptions in the past that have adversely impacted our Company, and they may do so again in the future. Furthermore, we are exposed to fluctuations in the euro exchange rate for certain portions of ship construction contracts, euro-denominated debt and various exchange rates for customer deposits that have not been hedged. See “Item 1A. Risk Factors” in our Annual Report on Form 10-K and “Item 3. Quantitative and Qualitative Disclosures About Market Risk” below for additional information.

Climate Change

We believe the increasing focus on climate change, including the Company’s targets for greenhouse gas (“GHG”) reductions, and evolving regulatory requirements will materially impact our future capital expenditures and results of operations. We have set interim targets to guide us on our path to net zero GHG emissions and provide more details about such targets in our annual Sail & Sustain Report (which does not constitute a part of, and shall not be deemed incorporated by reference into, this report). We expect to incur significant expenses related to these regulatory requirements and commitments, which have and will include expenses related to GHG emissions reduction initiatives, including modifications to our ships, and have and will include the purchase of emissions allowances and alternative fuels, among other things. We have changed and may continue to be required to change certain operating procedures, for example slowing the speed of our ships, to meet regulatory requirements, which could adversely impact our operations. We are also evaluating the effects of global climate change -related requirements, which are still evolving, including our ability to mitigate certain future expenses through initiatives to reduce GHG emissions; consequently, the full impact to the Company is not yet known. Additionally, our ships, port facilities, corporate offices and island destinations have in the past and may again be adversely affected by an increase in the frequency and intensity of adverse weather conditions caused by climate change. For example, certain ports have become temporarily unavailable to us due to hurricane damage and other destinations have either considered or implemented restrictions on cruise operations due to environmental concerns. Refer to “Impacts related to climate change may adversely affect our business, financial condition and results of operations” in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for further information.

~~Quarterly Overview~~33

Three months ended June 30, 2025 (“2025”) compared to three months ended June 30, 2024 (“2024”)

● Total revenue increased 6.1% to $2.5 billion compared to $2.4 billion.

● Net income (loss) was $(3.5) million compared to $286.5 million.

● Operating income was $424.6 million compared to $342.5 million.

● Gross margin increased 17.5% to $835.9 million compared to $711.4 million. Adjusted Gross Margin increased 8.4% to $1.8 billion compared to $1.7 billion.

Table of Contents

●Quarterly Adjusted Net Income was $248.1 million in 2025, which included $251.6 million of adjustments primarily to certain euro foreign currency remeasurements and losses on extinguishment and modification of debt. Adjusted Net Income was $186.4 million in 2024, which included $(100.1) million of adjustments primarily related to our debt conversion options.Overview

●Three months ~~Adjusted~~ended ~~EBITDA~~September 30, 2025 ~~improved~~(“2025”) ~~18.0%~~compared to ~~$694.8~~three months ~~million~~ended ~~compared~~September 30, 2024 ~~to $588.6 million.~~(“2024”)

●

Total revenue increased 4.7% to $2.9 billion compared to $2.8 billion.

●

Net income was $328.2 million compared to $425.5 million.

●

Operating income was $749.5 million compared to $691.2 million.

●

Gross margin increased 8.4% to $1.2 billion compared to $1.1 billion. Adjusted Gross Margin increased 8.1% to $2.2 billion compared to $2.0 billion.

●

Adjusted Net Income was $593.6 million in 2025, which included $265.4 million of adjustments primarily to our debt conversion options and losses on extinguishment and modification of debt. Adjusted Net Income was $512.4 million in 2024, which included $86.9 million of adjustments primarily related to our debt conversion options.

●

Adjusted EBITDA improved 9.5% to $1.0 billion compared to $931.0 million.

We refer you to our “Results of Operations” below for a calculation of Adjusted Gross Margin, Adjusted Net Income and Adjusted EBITDA.

Results of Operations

The following table sets forth selected statistical information:


	Three Months Ended				~~Six~~Nine Months Ended
	~~June~~September 30,				~~June~~September 30,
	2025		2024		2025		2024
Passengers carried	~~738~~803,~~635~~268		~~711~~812,~~918~~529		12,~~407~~211,~~734~~002		12,~~448~~261,~~477~~006
Passenger Cruise Days	6,~~288~~828,~~800~~243		6,~~077~~521,~~574~~610		1218,~~076~~904,~~043~~286		1218,~~189~~711,~~944~~554
Capacity Days	6,~~052~~417,~~273~~724		56,~~736~~033,~~385~~707		1118,~~752~~170,~~836~~560		1117,~~577~~611,~~400~~107
Occupancy Percentage	~~103~~106.94	%	~~105~~108.91	%	~~102~~104.80	%	~~105~~106.32	%

Table of Contents

Adjusted Gross Margin and Net Yield were calculated as follows (in thousands, except Capacity Days and Yield data):

Three Months Ended

~~Six~~Nine Months Ended

~~June~~September 30,

2025

2024

2025

2024

Total revenue

2,~~517~~938,~~497~~142

2,~~372~~806,~~492~~578

47,~~645~~583,~~050~~192

47,~~563~~370,~~707~~285

Less:

Total cruise operating expense

1,~~456~~554,~~847~~859

1,~~454~~538,~~755~~939

24,~~760~~315,~~785~~644

24,~~842~~381,~~178~~117

Ship depreciation

~~224~~229,~~728~~579

~~206~~202,~~351~~994

~~437~~667,~~491~~070

~~414~~617,~~445~~439

Gross margin

~~835~~1,~~922~~153,704

~~711~~1,~~386~~064,645

12,~~446~~600,~~774~~478

12,~~307~~371,~~084~~729

Ship depreciation

~~224~~229,~~728~~579

~~206~~202,~~351~~994

~~437~~667,~~491~~070

~~414~~617,~~445~~439

Payroll and related

~~346~~355,~~133~~396

~~330~~337,~~578~~430

~~680~~1,~~637~~036,033

~~674~~1,~~859~~012,289

Fuel

~~157~~175,~~377~~913

~~174~~164,~~964~~934

~~332~~508,~~391~~304

~~372~~537,~~698~~632

Food

81,~~323~~866

7778,~~046~~096

~~156~~238,~~911~~777

~~161~~239,~~754~~850

Other

~~196~~197,~~495~~701

~~199~~182,~~421~~112

~~381~~578,~~126~~827

~~391~~573,~~875~~987

Adjusted Gross Margin

12,~~841~~194,~~978~~159

12,~~699~~030,~~746~~211

35,~~435~~629,~~330~~489

35,~~322~~352,~~715~~926

Capacity Days

6,~~052~~417,~~273~~724

56,~~736~~033,~~385~~707

1118,~~752~~170,~~836~~560

1117,~~577~~611,~~400~~107

Gross margin per Capacity Day

~~138~~179.1277

~~124~~176.0145

~~123~~143.1011

~~112~~134.9067

Net Yield

~~304~~341.3489

~~296~~336.3148

~~292~~309.3081

~~287~~303.0095

Table of Contents

Gross Cruise Cost, Net Cruise Cost, Net Cruise Cost Excluding Fuel and Adjusted Net Cruise Cost Excluding Fuel were calculated as follows (in thousands, except Capacity Days and per Capacity Day data):

Three Months Ended

~~Six~~Nine Months Ended

~~June~~September 30,

2025

2024

2025

2024

Total cruise operating expense

1,~~456~~554,~~847~~859

1,~~454~~538,~~755~~939

24,~~760~~315,~~785~~644

24,~~842~~381,~~178~~117

Marketing, general and administrative expense

~~392~~382,~~315~~903

~~352~~357,~~861~~963

~~783~~1,~~553~~166,456

~~715~~1,~~319~~073,282

Gross Cruise Cost

1,~~849~~937,~~162~~762

1,~~807~~896,~~616~~902

35,~~544~~482,~~338~~100

35,~~557~~454,~~497~~399

Less:

Commissions, transportation and other expense

~~487~~521,~~835~~981

~~501~~564,~~039~~614

~~883~~1,~~178~~405,159

~~937~~1,~~249~~501,863

Onboard and other expense

~~187~~222,~~684~~002

~~171~~211,~~707~~753

~~326~~548,~~542~~544

~~303~~515,~~743~~496

Net Cruise Cost

1,~~173~~193,~~643~~779

1,~~134~~120,~~870~~535

23,~~334~~528,~~618~~397

23,~~316~~437,~~505~~040

Less: Fuel expense

~~157~~175,~~377~~913

~~174~~164,~~964~~934

~~332~~508,~~391~~304

~~372~~537,~~698~~632

Net Cruise Cost Excluding Fuel

1,~~016~~017,~~266~~866

~~959~~955,~~906~~601

23,~~002~~020,~~227~~093

12,~~943~~899,~~807~~408

Less Other Non-GAAP Adjustments:

Non-cash deferred compensation (1)

~~552~~553

~~718~~719

1,~~105~~658

12,~~437~~156

Non-cash share-based compensation (2)

2518,~~899~~418

2220,~~984~~638

4664,~~180~~598

4465,~~932~~570

Adjusted Net Cruise Cost Excluding Fuel

~~989~~998,~~815~~895

~~936~~934,~~204~~244

12,~~954~~953,~~942~~837

12,~~897~~831,~~438~~682

Capacity Days

6,~~052~~417,~~273~~724

56,~~736~~033,~~385~~707

1118,~~752~~170,~~836~~560

1117,~~577~~611,~~400~~107

Gross Cruise Cost per Capacity Day

~~305~~301.5394

~~315~~314.1138

301.5770

~~307~~309.2871

Net Cruise Cost per Capacity Day

~~193~~186.9201

~~197~~185.8471

~~198~~194.6418

~~200~~195.0916

Net Cruise Cost Excluding Fuel per Capacity Day

~~167~~158.9160

~~167~~158.3438

~~170~~166.3621

~~167~~164.9064

Adjusted Net Cruise Cost Excluding Fuel per Capacity Day

~~163~~155.5465

~~163~~154.2084

~~166~~162.3456

~~163~~160.8979

(1)	Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense.

(2)	Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.

Table of Contents

Adjusted Net Income was calculated as follows (in thousands):


	Three Months Ended				~~Six~~Nine Months Ended
	~~June~~September 30,				~~June~~September 30,
	2025		2024		2025		2024
Net income (loss)	$	(3,495)	$	286,480	$	199,344	$	271,017
Net income	$	328,233	$	425,475	$	527,577	$	696,492
Non-GAAP Adjustments:
Non-cash deferred compensation (1)		~~987~~988		1,232		12,~~976~~964		23,~~465~~697
Non-cash share-based compensation (2)		2518,~~899~~418		2220,~~984~~638		4664,~~180~~598		4465,~~932~~570
Extinguishment and modification of debt (3)		6983,~~570~~413		92175		~~119~~202,~~112~~525		29,~~092~~267
Net foreign currency adjustments on euro-denominated debt (4)		~~121~~(4,~~909~~662)		(115,~~984)~~398		~~137~~133,~~922~~260		(86,~~587)~~811
Debt conversion option, discount and expenses (5)		33167,~~274~~216		~~(122~~49,~~412)~~464		(~~210~~43,~~396~~180)		(8940,~~766~~302)
Adjusted Net Income	$	~~248~~593,~~144~~606	$	~~186~~512,~~392~~382	$	~~294~~887,~~138~~744	$	~~249~~761,~~153~~535

(1)	Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense and other income (expense), net.

(2)	Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.

(3)	Losses on extinguishment of debt and modification of debt are included in interest expense, net.

(4)	Net gains and losses for foreign currency remeasurements of our euro-denominated debt principal included in other income (expense), net.

(5)	Consists of non-cash gains and losses related to our debt conversion options, which are recognized in other income (expense), net. Also includes the related debt discount, which is amortized to interest expense, net.

Table of Contents

EBITDA and Adjusted EBITDA were calculated as follows (in thousands):


	Three Months Ended				~~Six~~Nine Months Ended
	~~June~~September 30,				~~June~~September 30,
	2025		2024		2025		2024
Net income (loss)	$	(3,495)	$	286,480	$	199,344	$	271,017
Net income	$	328,233	$	425,475	$	527,577	$	696,492
Interest expense, net		~~260~~278,~~013~~155		~~205~~200,~~765~~667		~~504~~782,~~235~~390		~~453~~653,~~183~~850
Income tax (benefit) expense		328		1,549		(467)		2,550
Income tax expense		8,731		6,916		8,264		9,466
Depreciation and amortization expense		~~243~~250,~~760~~832		~~222~~218,~~405~~428		~~475~~725,~~057~~889		~~445~~663,~~334~~762
EBITDA		~~500~~865,~~606~~951		~~716~~851,~~199~~486		12,~~178~~044,~~169~~120		12,~~172~~023,~~084~~570
Other (income) expense, net (1)		~~167~~134,~~729~~429		~~(151~~58,~~323)~~190		~~(77~~56,~~457)~~972		(~~165~~107,~~874~~684)
Other Non-GAAP Adjustments:
Non-cash deferred compensation (2)		~~552~~553		~~718~~719		1,~~105~~658		12,~~437~~156
Non-cash share-based compensation (3)		2518,~~899~~418		2220,~~984~~638		4664,~~180~~598		4465,~~932~~570
Adjusted EBITDA	$	~~694~~1,~~786~~019,351	$	~~588~~931,~~578~~033	$	12,~~147~~167,~~997~~348	$	1,~~052~~983,~~579~~612

(1) ~~For~~Primarily ~~the three months ended June 30, 2025, primarily~~ consists of net ~~losses from foreign currency remeasurements. For the six months ended June 30, 2025, primarily consists of net~~ gains ~~from~~and ~~conversion options on our exchangeable notes partially offset by net~~ losses onfrom foreign currency remeasurements. ~~For the three~~ and ~~six months ended March 31, 2024, primarily consists of net gains from~~ conversion options on our exchangeable notes.

(2)	Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense.

(3)	Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.

Three months ended ~~June~~September 30, 2025 (“2025”) compared to three months ended ~~June~~September 30, 2024 (“2024”)

Revenue

Total revenue increased to $2.59 billion in 2025 compared to $2.48 billion in 2024 primarily due to an increase in Capacity Days related to the delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025.

Table of Contents

Expense

Total cruise operating expense increased 0.1.0% primarily due to the delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025 offset primarily by a reduction in air costs largely due to changes in itinerary mix. ~~Gross~~Total ~~Cruise Cost increased 2.3% and total~~ other operating expense increased 109.69% in 2025 compared to 2024 primarily related to an increase in marketing, general and administrative expense from higher advertising and promotions.

Interest expense, net was $~~260~~278.02 million in 2025 compared to $~~205~~200.87 million in 2024. The change in interest expense reflects losses in 2025 from extinguishment of debt and debt modification costs, which were $6983.64 million ~~in 2025~~. Excluding these losses, ~~interest~~the ~~expense~~impact ~~decreased~~from ~~primarily~~an asincrease ain ~~result~~debt ofin ~~lower~~2025 ~~rates,~~was ~~partially~~ offset by ~~higher~~a ~~debt~~reduction ~~outstanding~~in ~~with~~average ~~the delivery of Norwegian Aqua~~rates.

Other income (expense), net was expense of $~~167~~134.74 million in 2025 compared to ~~income of~~ $~~151~~58.32 million in 2024. In 2025, the expense primarily ~~related~~due to net losses from ~~foreign~~conversion ~~currency~~options ~~remeasurements~~on of our ~~euro-denominated~~exchangeable ~~debt~~notes. In 2024, the ~~income~~expense primarily related to net ~~gains~~losses on foreign currency remeasurements and also includes net losses from conversion options on our exchangeable notes.

Nine months ended September 30, 2025 (“2025”) compared to nine months ended September 30, 2024 (“2024”)

Table of Contents

Six months ended June 30, 2025 (“2025”) compared to six months ended June 30, 2024 (“2024”)

Revenue

Total revenue was $47.6 billion in ~~both~~ 2025 and $7.4 billion in 2024. The increase in Capacity Days related to the delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025 was offset by an increased number of Berths in Dry-dock in 2025 as larger ships were in Dry-dock.

Expense

Total cruise operating expense decreased 21.95% primarily related to a reduction in air costs largely due to changes in itinerary mix and fuel cost offset by the delivery of Norwegian Aqua in March 2025. ~~Gross Cruise Cost decreased 0.4% in 2025 compared to 2024 primarily due to the change in costs described above~~ and anOceania ~~increase~~Allura in ~~marketing,~~July ~~general and administrative expense~~2025. Total other operating expense increased 8.49% in 2025 compared to 2024 primarily related to an increase in marketing, general and administrative expense from higher advertising and promotions.

Interest expense, net was $~~504~~782.24 million in 2025 compared to $~~453~~653.29 million in 2024. The change in interest expense reflects higher losses in 2025 from extinguishment of debt and debt modification costs, which were $~~119~~202.15 million in 2025 compared to $29.13 million in 2024. Excluding these losses, interest expense decreased primarily as a result of lower average rates, ~~and~~partially ~~lower~~offset ~~average~~by higher debt ~~balances~~outstanding in connection with the delivery of ships.

Other income (expense), net was ~~income~~expense of $7757.50 million in 2025 compared to income of $~~165~~107.97 million in 2024. In 2025, the ~~income~~expense primarily ~~related~~due to net ~~gains~~losses ~~from conversion options~~ on ~~our~~foreign ~~exchangeable~~currency ~~notes~~remeasurements partially offset by net ~~losses~~gains onfrom ~~foreign~~conversion ~~currency~~options ~~remeasurements~~on of our ~~euro-denominated~~exchangeable ~~debt~~notes. In 2024, the income primarily related to net gains from conversion options on our exchangeable notes.

Liquidity and Capital Resources

General

As of ~~June~~September 30, 2025, our liquidity was approximately $21.48 billion, including cash and cash equivalents of $~~178~~160.19 million, and $21.06 billion available under our Revolving Loan Facility ~~and €200 million commitment that could be used for future newbuild payments which was available through July 2025~~. Our primary ongoing liquidity requirements are to finance working capital, capital expenditures and debt service.

Table of Contents

aggregate principal amount of 5.875% senior unsecured notes due 2026, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses. Concurrently, the Revolving Loan Facility was increased from $1.2 billion to $1.7 billion with the maturity date extended to 2030.

35In September 2025, NCLC issued approximately $1.4 billion of 2030 0.750% Exchangeable Notes, $1.2 billion of 2031 Notes, and $850.0 million of 2033 Notes. Additionally, in September 2025, NCLH completed the September Equity Offering with certain institutional investors of 3,313,868 ordinary shares at a price of $24.53 per share. The net proceeds from these transactions, together with cash on hand, were used to (i) complete the Repurchases of a portion of the 2027 1.125% Exchangeable Notes and 2027 2.50% Exchangeable Notes, (ii) complete the Tender Offer or redeem all of the 2026 Notes, 2027 Notes and 2029 Notes and (iii) pay related accrued and unpaid interest, transaction premiums, fees and expenses. The collateral of the Revolving Loan Facility was also modified.

~~Table of Contents~~

See Note 7 – “Long-Term Debt” for further details about the above financing transactions.

Based on our liquidity estimates and our current resources, we have concluded we have sufficient liquidity to satisfy our obligations for at least the next 12 months. There can be no assurance that the accuracy of the assumptions used to estimate our liquidity requirements will be correct, and our ability to be predictive is uncertain due to the dynamic nature of the current operating environment, including any current macroeconomic events and conditions such as inflation, tariff increases and trade wars, rising fuel prices and higher interest rates. Within the next twelve months, we may optimize our liquidity or pursue other refinancings in order to reduce interest expense and/or extend debt maturities. ~~The remaining $225.0 million of the 5.875% senior unsecured notes due in March 2026 will be paid at maturity unless refinanced.~~ There is no assurance that cash flows from operations and additional financings will be available in the future to fund our future obligations. Beyond the next 12 months, we will pursue refinancings and other balance sheet optimization transactions in order to reduce interest expense and/or extend debt maturities. Refer to “Item 1A. Risk Factors” in our Annual Report on Form 10-K for further details regarding risks and uncertainties that may cause our results to differ from our expectations.

As of ~~June~~September 30, 2025, we were in compliance with all of our debt covenants. If we do not continue to remain in compliance with our covenants, we would have to seek additional amendments to or waivers of the 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.

Our Moody’s long-term issuer rating is B1, ~~our senior secured rating is Ba3~~ and our senior unsecured rating is B3. Our S&P Global issuer credit rating is B+, our issue-level rating on our Revolving Loan Facility ~~and $790 million 8.125% senior secured notes due 2029~~ is BB, ~~our issue-level rating on our other senior secured notes is BB-~~ and our senior unsecured rating is B+. If our credit ratings were to be downgraded as has occurred in the past, or general market conditions were to ascribe higher risk to our rating levels, our industry, or us, our access to capital and the cost of any debt or equity financing will be negatively impacted. We also have capacity to incur additional indebtedness under our debt agreements and may issue additional ordinary shares from time to time, subject to our authorized number of ordinary shares. However, there is no guarantee that debt or equity financings will be available in the future to fund our obligations or that they will be available on terms consistent with our expectations.

As of ~~June~~September 30, 2025, we had advance ticket sales of $43.03 billion, including the long-term portion. We also have agreements with our credit card processors that, as of ~~June~~September 30, 2025, governed approximately $32.69 billion in advance ticket sales that had been received by the Company relating to future voyages. These agreements allow the credit card processors to require under certain circumstances, including the existence of a material adverse change, excessive chargebacks and other triggering events, that the Company maintain a reserve which would be satisfied by posting collateral. Although the agreements vary, these requirements may generally be satisfied either through a percentage of customer payments withheld or providing cash funds directly to the card processor. Any cash reserve or collateral requested could be increased or decreased. We may be required to pledge additional collateral and/or post additional cash reserves or take other actions in the future that may adversely affect our liquidity.

Table of Contents

credit card processors to require under certain circumstances, including the existence of a material adverse change, excessive chargebacks and other triggering events, that the Company maintain a reserve which would be satisfied by posting collateral. Although the agreements vary, these requirements may generally be satisfied either through a percentage of customer payments withheld or providing cash funds directly to the card processor. Any cash reserve or collateral requested could be increased or decreased. We may be required to pledge additional collateral and/or post additional cash reserves or take other actions in the future that may adversely affect our liquidity.

Sources and Uses of Cash

In this section, references to “2025” refer to the ~~six~~nine months ended ~~June~~September 30, 2025 and references to “2024” refer to the ~~six~~nine months ended ~~June~~September 30, 2024.

Net cash provided by operating activities was $1.46 billion in 2025 and $1.57 billion in 2024. The net cash provided by operating activities included net income ~~(losses)~~ and timing differences in cash receipts and payments relating to operating assets and liabilities. Advance ticket sales increased by $~~708~~13.19 million in 2025 and by $~~742~~90.49 million in 2024.

Net cash used in investing activities was $12.98 billion in 2025 and $~~620~~985.97 million in 2024. The net cash used in investing activities was primarily related to the delivery of Norwegian Aqua and Oceania Allura in 2025. The net cash used in investing activities was primarily related to newbuild payments and ship improvements in 2024.

36Net cash provided by financing activities was $1.2 billion in 2025 primarily due to newbuild loans related to the delivery of Norwegian Aqua and Oceania Allura, net receipts from our Revolving Loan Facility and the impact of various note refinancings. Net cash used in financing activities was $737.0 million in 2024 primarily due to repayments of newbuild loans, our 9.75% senior secured notes due 2028 and a portion of the 3.625% senior unsecured notes due 2024 partially offset by the proceeds from newbuild loan facilities and the 6.250% senior unsecured notes due 2030.

Table of Contents

Net cash provided by financing activities was $465.6 million in 2025 primarily due to newbuild loans related to the delivery of Norwegian Aqua partially offset by payments on our Revolving Loan Facility and other newbuild loan facilities. Net cash used in financing activities was $667.2 million in 2024 primarily due to repayments of newbuild loans and our 9.75% senior secured notes due 2028 partially offset by the proceeds from newbuild loan facilities.

Future Capital Commitments

Future capital commitments consist of contracted commitments, including ship construction contracts. Anticipated expenditures related to ship construction contracts and growth, which includes private island developments and enhancements and other strategic growth initiatives, were $10.24 billion for the remainder of 2025 and $2.7 billion for the years ending December 31, 2026 and 2027. The Company has export credit financing in place for the anticipated expenditures related to ship construction contracts of $049.75 ~~billion~~million for the remainder of 2025 and $1.6 billion and $2.0 billion for the years ending December 31, 2026 and 2027, respectively. Anticipated other non-newbuild capital expenditures for the remainder of 2025 are approximately $0.21 billion. Future expected capital expenditures will significantly increase our depreciation and amortization expense.

Newbuilds

The following chart discloses details about our newbuild program. 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 the delivery dates of certain expected ship deliveries. These and other impacts could result in additional delays in ship deliveries in the future, which may be prolonged. Expected delivery dates for our most recently announced newbuilds are preliminary and subject to change.


Year	Brand	Class	Ship Name	Gross Tons(1)	Berths(1)	Status
2026	Norwegian Cruise Line	Prima Class	Norwegian Luna	~156,000	~3,565	Contract effective / financed(3)
2026	Regent Seven Seas Cruises	Prestige Class	Seven Seas Prestige	~77,000	~822	Contract effective / financed(3)
2027	Norwegian Cruise Line	Next Gen "Methanol-Ready(2)" Prima Class	To come	~169,000	~3,840	Contract effective / financed(3)
2027	Oceania Cruises	Sonata Class	Oceania Sonata	~86,000	~1,390	Contract effective / financed(3)
2028	Norwegian Cruise Line	Next Gen "Methanol-Ready(2)" Prima Class	To come	~169,000	~3,840	Contract effective / financed(3)
2029	Oceania Cruises	Sonata Class	Oceania Arietta	~86,000	~1,390	Contract effective / financed(3)
2030	Norwegian Cruise Line	New Class	To come	~227,000	~5,000	Contract effective / financed(3)
2030	Regent Seven Seas Cruises	Prestige Class	To come	~77,000	~822	Contract effective / financed(3)
2032	Oceania Cruises	Sonata Class	To come	~86,000	~1,390	Contract effective, but not yet financed.
2032	Norwegian Cruise Line	New Class	To come	~227,000	~5,000	Contract effective / financed(3)
2034	Norwegian Cruise Line	New Class	To come	~227,000	~5,000	Contract effective / financing is being negotiated.
2035	Oceania Cruises	Sonata Class	To come	~86,000	~1,390	Contract effective, but not yet financed.
2036	Norwegian Cruise Line	New Class	To come	~227,000	~5,000	Contract effective / financing is being negotiated.

3739

Table of Contents

2027	Norwegian Cruise Line	Next Gen "Methanol-Ready⁽²⁾" Prima Class	To come	~169,000	~3,840	Contract effective / financed⁽³⁾
2027	Oceania Cruises	Sonata Class	Oceania Sonata	~86,000	~1,390	Contract effective / financed⁽³⁾
2028	Norwegian Cruise Line	Next Gen "Methanol-Ready⁽²⁾" Prima Class	To come	~169,000	~3,840	Contract effective / financed⁽³⁾
2029	Oceania Cruises	Sonata Class	Oceania Arietta	~86,000	~1,390	Contract effective / financed⁽³⁾
2030	Norwegian Cruise Line	New Class	To come	~227,000	~5,000	Contract effective / financed⁽³⁾
2030	Regent Seven Seas Cruises	Prestige Class	To come	~77,000	~822	Contract effective / financed⁽³⁾
2032	Oceania Cruises	Sonata Class	To come	~86,000	~1,390	Contract effective, but not yet financed.
2032	Norwegian Cruise Line	New Class	To come	~227,000	~5,000	Contract effective / financed⁽³⁾
2034	Norwegian Cruise Line	New Class	To come	~227,000	~5,000	Contract effective / financing is being negotiated.
2035	Oceania Cruises	Sonata Class	To come	~86,000	~1,390	Contract effective, but not yet financed.
2036	Norwegian Cruise Line	New Class	To come	~227,000	~5,000	Contract effective / financing is being negotiated.

(1)	Berths and gross tons are preliminary and subject to change as we approach delivery.

(2)	Designs for the final two Prima Class ships have been lengthened and reconfigured to accommodate the use of green methanol as a future fuel source. Additional modifications will be needed to fully enable the use of green methanol.

(3)	We have obtained export credit financing which is expected to fund approximately 80% of the contract price of each ship as well as related financing premiums, subject to certain conditions.

The combined contract prices, including amendments and change orders, of the 13 ships on order for delivery ~~(which excludes Oceania Allura and includes the two additional Sonata Class Ships on order for delivery as of July 2025)~~ was approximately €18.4 billion, or $21.76 billion based on the euro/U.S. dollar exchange rate as of ~~June~~September 30, 2025. 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.

Capitalized interest for the three months ended ~~June~~September 30, 2025 and 2024 was $21.46 million and $1317.2 million, respectively, and for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 was $4365.95 million and $2340.35 million, respectively, primarily associated with the construction of our newbuild ships.

Material Cash Requirements

As of ~~June~~September 30, 2025, our material cash requirements for debt and ship construction ~~(which excludes the two Sonata Class Ships on order for Oceania Cruises that we previously had the option to cancel as of June 30, 2025)~~ were as follows (in thousands):


	Remainder of
	2025		2026		2027		2028		2029		2030		Thereafter		Total
Long-term debt (1)	$	~~817~~306,~~030~~131	$	1,~~624~~461,~~691~~396	$	31,~~888~~589,~~024~~060	$	1,~~631~~783,~~427~~209	$	21,~~354~~747,~~690~~516	$	13,~~973~~904,~~793~~985	$	47,~~576~~299,~~368~~683	$	1618,~~866~~091,~~023~~980
Ship construction contracts (2)		~~914~~161,~~674~~281		2,~~431~~360,~~439~~781		2,~~492~~471,~~610~~917		21,~~303~~509,~~634~~721		1,~~102~~320,~~347~~504		23,~~511~~335,~~831~~466		79,~~496~~455,~~742~~741		1920,~~253~~615,~~277~~411
Total	$	1467,~~731,704~~412	$	43,~~056~~822,~~130~~177	$	64,~~380~~060,~~634~~977	$	3,~~935~~292,~~061~~930	$	3,~~457~~068,~~037~~020	$	47,~~485~~240,~~624~~451	$	1216,~~073~~755,~~110~~424	$	3638,~~119~~707,~~300~~391

(1) Includes principal as well as estimated interest payments with Term SOFR held constant as of ~~June~~September 30, 2025. Includes exchangeable notes, portions of which can be settled in NCLH ordinary shares. Excludes the impact of any future possible refinancings and undrawn export-credit backed facilities. Subsequent to June 30, 2025, substantially all of the remaining holders of the 2025 Exchangeable Notes exchanged their notes for NCLH ordinary shares. See Note 7 – “Long-Term Debt” for further information.

(2) Ship construction contracts are for our newbuild ships based on the euro/U.S. dollar exchange rate as of June 30, 2025. We currently have committed undrawn export-credit backed facilities of approximately $13.0 billion which funds approximately 80% of our ship construction contracts, with the exception of 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. Subsequent to June 30, 2025, we confirmed that we will not exercise the options to cancel the orders for the last two Sonata Class Ships and reset certain ship delivery dates. The table below reflects these changes on our material cash requirements (in thousands):40

Table of Contents

(2)

Ship construction contracts are for our newbuild ships based on the euro/U.S. dollar exchange rate as of September 30, 2025. We currently have committed undrawn export-credit backed facilities of approximately $12.3 billion which funds approximately 80% of our ship construction contracts, with the exception of 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.


	Remainder of
	2025		2026		2027		2028		2029		2030		Thereafter		Total
Ship construction contracts	$	865,832	$	2,383,676	$	2,491,194	$	1,516,540	$	1,326,469	$	3,353,478	$	9,498,450	$	21,435,639

Funding Sources

Certain of our debt agreements contain covenants that, among other things, require us to maintain a minimum level of liquidity, as well as limit our net funded debt-to-capital ratio and maintain certain other ratios. The net book value of our ships pledged as collateral for certain of our debt is approximately $1614 billion. We believe we were in compliance with our covenants as of ~~June~~September 30, 2025.

Table of Contents

In addition, our existing debt agreements restrict, and any of our future debt arrangements may restrict, among other things, the ability of NCLC to make distributions and/or pay dividends to NCLH and NCLH’s ability to pay cash dividends to its shareholders. NCLH is a holding company and depends upon its subsidiaries for their ability to pay distributions to finance any dividend or pay any other obligations of NCLH. However, we do not believe that these restrictions have had or are expected to have an impact on our ability to meet any cash obligations.

We believe our cash on hand, borrowings available under the Revolving Loan Facility, expected future operating cash inflows and our ability to issue debt securities or additional equity securities, will be sufficient to fund operations, debt payment requirements and capital expenditures and maintain compliance with covenants under our debt agreements over the next 12-month period. Refer to “—Liquidity and Capital Resources—General” for further information regarding liquidity.

Other

Certain service providers may require collateral in the normal course of our business. The amount of collateral may change based on certain terms and conditions. We refer you to “—Liquidity and Capital Resources—General” for information regarding collateral that may be provided to our credit card processors.

As a routine part of our business, depending on market conditions, exchange rates, pricing and our strategy for growth, we regularly consider opportunities to enter into contracts for the building of additional ships, acquisitions and strategic alliances. If any of these transactions were to occur, they may be financed through the incurrence of additional permitted indebtedness, through cash flows from operations, or through the issuance of debt, equity or equity-related securities.

Additionally, we consider opportunities for the sale of ships and long-term charters with purchase options. For example, the Company recently executed long-term charter agreements, each inclusive of purchase options, for Norwegian Sky ~~and Seven Seas Navigator~~ beginning in 2026 and Norwegian Sun ~~and Insignia~~ beginning in 2027. We are currently contemplating additional long-term charters with a purchase option for a nominal value at the end of the lease period. These types of agreements are being pursued as part of our ship disposal strategy for certain older vessels in our fleet.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

General

Table of Contents

Interest Rate Risk

As of ~~June~~September 30, 2025, 92% of our debt was fixed and 8% was variable. As of December 31, 2024, 94% of our debt was fixed and 6% was variable. The change in our fixed rate percentage from December 31, 2024 to September 30, 2025 was primarily due to the addition of variable rate debt proportionally higher than the addition of fixed rate debt. Based on our ~~June~~September 30, 2025 outstanding variable rate debt balance, a one percentage point increase in annual Term SOFR interest rates would increase our annual interest expense by approximately $812.63 million excluding the effects of capitalization of interest.

Foreign Currency Exchange Rate Risk

We use foreign currency derivatives to hedge the exposure to volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros. As of ~~June~~September 30, 2025, the payments not hedged aggregated €1516.64 billion, or $1819.42 billion based on the euro/U.S. dollar exchange rate as of ~~June~~September 30, 2025. As of December 31, 2024, the payments not hedged aggregated €16.0 billion, or $16.6 billion, based on the euro/U.S. dollar exchange rate as of December 31, 2024. The change from December 31, 2024 to September 30, 2025 was primarily due to the addition of confirmed ship construction contracts and an increase in the contract prices of our Norwegian ships to be delivered from 2030 through 2036 offset by the delivery of Norwegian Aqua and Oceania Allura. We estimate that a 10% change in the euro as of September 30, 2025 would result in a $1.9 billion change in the U.S. dollar value of the foreign currency denominated remaining payments.

39Additionally, in 2025, we borrowed debt denominated in euros in connection with our newbuild program. Net gains and losses recognized in other income (expense), net from exchange rate remeasurements on euro-denominated debt were gains of $4.7 million and losses of $15.4 million for the three months ended September 30, 2025 and 2024, respectively, and were losses of $133.3 million and $6.8 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, the total aggregate euro-denominated debt balance not hedged was approximately €1.7 billion, or $2.0 billion based on the euro/U.S. dollar exchange rate as of September 30, 2025. We estimate that a 10% change in the euro as of September 30, 2025 would result in a $200.8 million change in the U.S. dollar value of the foreign currency denominated debt principal not hedged.

Table of Contents

December 31, 2024. The change from December 31, 2024 to June 30, 2025 was primarily due to the delivery of Norwegian Aqua offset by an increase in the contract prices or our Norwegian ships to be delivered from 2030 through 2036. We estimate that a 10% change in the euro as of June 30, 2025 would result in a $1.8 billion change in the U.S. dollar value of the foreign currency denominated remaining payments.

Additionally, in 2025, we borrowed debt denominated in euros in connection with our newbuild program. Net gains and losses recognized in other income (expense), net from exchange rate remeasurements on euro-denominated debt were losses of $121.9 million and gains of $2.0 million for the three months ended June 30, 2025 and 2024, respectively, and were losses of $137.9 million and gains of $8.6 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the total aggregate euro-denominated debt balance was approximately €1.3 billion, or $1.5 billion based on the euro/U.S. dollar exchange rate as of June 30, 2025. We estimate that a 10% change in the euro as of June 30, 2025 would result in a $148.0 million change in the U.S. dollar value of the foreign currency denominated debt principal.

Fuel Price Risk

Our exposure to market risk for changes in fuel prices relates to the forecasted purchases of fuel on our ships. Fuel expense, as a percentage of our total cruise operating expense, was 1011.83% and 1210.07% for the three months ended ~~June~~September 30, 2025 and 2024, respectively, and 1211.08% and 1312.13% for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. We use fuel derivative agreements to mitigate the financial impact of fluctuations in fuel prices, and as of ~~June~~September 30, 2025, we had hedged approximately 6558%, 48% and 22% of our remaining 2025, 2026 and 2027 projected metric tons of fuel purchases, respectively. As of December 31, 2024, we had hedged approximately 56% and 21% of our 2025 and 2026 projected metric tons of fuel purchases, respectively. The percentage of fuel purchases hedged changed between December 31, 2024 and ~~June~~September 30, 2025 primarily due to additional fuel swaps.

We estimate that a 10% increase in our weighted-average fuel price would increase our anticipated 2025 fuel expense by $3415.74 million. This increase would be offset by an increase in the fair value of all our fuel swap agreements of $187.94 million. Fair value of our derivative contracts is derived using valuation models that utilize the income valuation approach. These valuation models take into account the contract terms such as maturity, as well as other inputs such as fuel types, fuel curves, creditworthiness of the counterparty and the Company, as well as other data points.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of ~~June~~September 30, 2025. There are inherent limitations in the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025 to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Changes in Internal Control Over Financial Reporting~~42

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2025 to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Our threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.

See the section titled “Litigation” in “Item 1—Financial Statements—Notes to Consolidated Financial Statements—Note 10 Commitments and Contingencies” in Part I of this report for information about legal proceedings.

Item 1A. Risk Factors

We refer you to our Annual Report on Form 10-K for a discussion of the risk factors that affect our business and financial results. We caution you that the risk factors discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K, elsewhere in this report or other SEC filings, could cause future results to differ materially from those stated in any forward-looking statements. You should not interpret the disclosure of a risk to imply that the risk has not already materialized. The impact of macroeconomic conditions and global conflicts have also had the effect of heightening many of the other risks described in the “Risk Factors” included in our Annual Report on Form 10-K, such as those relating to our need to generate sufficient cash flows to service our indebtedness, and our ability to comply with the covenants contained in the agreements that govern our indebtedness.

There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K.

Item 5. Other Information

10b5-1 Trading Arrangements

Not applicable.

Table of Contents

Item 6. Exhibits

1.1	Placement Agency Agreement, dated April 1, 2025, by and between Norwegian Cruise Line Holdings Ltd. and Barclays Capital Inc., as placement agent (incorporated herein by reference to Exhibit 1.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on April 7, 2025 (File No. 001-35784)).
4.1

1.1		Placement Agency Agreement, dated September 8, 2025, by and between Norwegian Cruise Line Holdings Ltd. and J.P. Morgan Securities LLC, as placement agent (incorporated herein by reference to Exhibit 1.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on September 11, 2025 (File No. 001-35784)).
1.2	Placement Agency Agreement, dated April 2, 2025, by and between Norwegian Cruise Line Holdings Ltd. and Barclays Capital Inc., as placement agent (incorporated herein by reference to Exhibit 1.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on April 7, 2025 (File No. 001-35784)).
4.1		Indenture, dated September 11, 2025, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, with respect to 0.750% Exchangeable Senior Notes due 2030 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on September 11, 2025 (File No. 001-35784)).

4.2		Indenture, dated September 17, 2025, by and between NCL Corporation Ltd., as issuer, and U.S. Bank Trust Company, National Association, as trustee, with respect to 5.875% Senior Notes due 2031 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on September 18, 2025 (File No. 001-35784)).
4.1	Second Supplemental Indenture, dated June 26, 2025, by and among NCL Corporation Ltd., as issuer, the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on June 27, 2025 (File No. 001-35784)).
4.3		Indenture, dated September 17, 2025, by and between NCL Corporation Ltd., as issuer, and U.S. Bank Trust Company, National Association, as trustee, with respect to 6.250% Senior Notes due 2033 (incorporated herein by reference to Exhibit 4.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on September 18, 2025 (File No. 001-35784)).

10.1		SACE Facility Agreement, dated July 17, 2025, among NCL NextGen Class I Ltd., as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, BNP Paribas and Crédit Agricole Corporate and Investment Bank, as joint coordinators, Cassa Depositi e Prestiti S.P.A., Crédit Agricole Corporate and Investment Bank, BNP Paribas, Caixabank S.A., succursale in Italia, Banco Bilbao Vizcaya Argentaria, S.A., Milan Branch and Banco Santander, S.A., as joint bookrunners and mandated lead arrangers, KFW Ipex-Bank GMBH, as joint mandated lead arranger, Commerzbank AG, New York Branch and HSBC Bank Plc, as lead arrangers, and Crédit Agricole Corporate and Investment Bank, as facility agent, ECA agent, and security agent (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on July 21, 2025 (File No. 001-35784)).#
10.2		SACE Facility Agreement, dated July 17, 2025, among NCL NextGen Class II Ltd., as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, BNP Paribas and Crédit Agricole Corporate and Investment Bank, as joint coordinators, Cassa Depositi e Prestiti S.P.A., Crédit Agricole Corporate and Investment Bank, BNP Paribas, Caixabank S.A., succursale in Italia, Banco Bilbao Vizcaya Argentaria, S.A., Milan Branch and Banco Santander, S.A., as joint bookrunners and mandated lead arrangers, KFW Ipex-Bank GMBH and Intesa Sanpaolo Bank Luxembourg S.A., as joint mandated lead arrangers, Commerzbank AG, New York Branch and HSBC Bank Plc, as lead arrangers, Unicredit S.P.A., Banco BPM, and JPMorgan Chase Bank N.A., London Branch, as arrangers, and Crédit Agricole Corporate and Investment Bank, as facility agent, ECA agent, and security agent (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on July 21, 2025 (File No. 001-35784)).#
31.1*		Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.2*		Certification of the Executive Vice President and Chief Financial Officer pursuant to Rule 13a 14(a) of the Securities Exchange Act of 1934.
32.1**		Certifications of the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer pursuant to Rule 13a 14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.

4144

Table of Contents

4.2		Indenture, dated April 7, 2025, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S. Bank Trust Company, National Association, as trustee with respect to 0.875% Exchangeable Senior Notes due 2030 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on April 7, 2025 (File No. 001-35784)).

10.1		SACE Facility Agreement, dated July 17, 2025, among NCL NextGen Class I Ltd., as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, BNP Paribas and Crédit Agricole Corporate and Investment Bank, as joint coordinators, Cassa Depositi e Prestiti S.P.A., Crédit Agricole Corporate and Investment Bank, BNP Paribas, Caixabank S.A., succursale in Italia, Banco Bilbao Vizcaya Argentaria, S.A., Milan Branch and Banco Santander, S.A., as joint bookrunners and mandated lead arrangers, KFW Ipex-Bank GMBH, as joint mandated lead arranger, Commerzbank AG, New York Branch and HSBC Bank Plc, as lead arrangers, and Crédit Agricole Corporate and Investment Bank, as facility agent, ECA agent, and security agent (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on July 21, 2025 (File No. 001-35784)).#

10.2		SACE Facility Agreement, dated July 17, 2025, among NCL NextGen Class II Ltd., as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, BNP Paribas and Crédit Agricole Corporate and Investment Bank, as joint coordinators, Cassa Depositi e Prestiti S.P.A., Crédit Agricole Corporate and Investment Bank, BNP Paribas, Caixabank S.A., succursale in Italia, Banco Bilbao Vizcaya Argentaria, S.A., Milan Branch and Banco Santander, S.A., as joint bookrunners and mandated lead arrangers, KFW Ipex-Bank GMBH and Intesa Sanpaolo Bank Luxembourg S.A., as joint mandated lead arrangers, Commerzbank AG, New York Branch and HSBC Bank Plc, as lead arrangers, Unicredit S.P.A., Banco BPM, and JPMorgan Chase Bank N.A., London Branch, as arrangers, and Crédit Agricole Corporate and Investment Bank, as facility agent, ECA agent, and security agent (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on July 21, 2025 (File No. 001-35784)).#

10.3		Second Amendment to the Seventh Amended and Restated Credit Agreement, dated June 26, 2025, by and among NCL Corporation Ltd., as borrower, the subsidiary guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and the joint bookrunners and arrangers and co-documentation agents named thereto (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on June 27, 2025 (File No. 001-35784)).#

10.4		Norwegian Cruise Line Holdings Ltd. Amended and Restated 2013 Performance Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on June 12, 2025 (File No. 001-35784)).†

31.1*		Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2*		Certification of the Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1**		Certifications of the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code

101*		The following unaudited consolidated financial statements from NCL Corporation Ltd.’s Quarterly Report on Form 10‑Q for the quarterly period ended June 30, 2025, formatted in Inline XBRL:

		(i) the Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024;

		(ii) the Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024;

4.4.1




101*				The following unaudited consolidated financial statements from NCL Corporation Ltd.’s Quarterly Report on Form 10‑Q for the quarterly period ended September 30, 2025, formatted in Inline XBRL:

				(i) the Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024;

				(ii) the Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024;

				(iii) the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024;

				(iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024;

				(v) the Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2025 and 2024; and

				(vi) the Notes to the Consolidated Financial Statements.

104*				The cover page from NCL Corporation Ltd.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL and included in the interactive data files submitted as Exhibit 101.

Table of Contents


		(iii) the Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024;

		(iv) the Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024;

		(v) the Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2025 and 2024; and

		(vi) the Notes to the Consolidated Financial Statements.

104*		The cover page from NCL Corporation Ltd.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL and included in the interactive data files submitted as Exhibit 101.

#Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K Item 601(b)(10).

†Management contract or compensatory plan.

*Filed herewith.

**Furnished herewith.

4345

Table of Contents

SIGNATURES

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


	NCL CORPORATION LTD.
	(Registrant)

	By:	/s/ HARRY SOMMER
	Name:	Harry Sommer
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ MARK A. KEMPA
	Name:	Mark A. Kempa
	Title:	Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Dated: ~~August~~November 4, 2025

4446

Filing Compare · NCL CORP Ltd.