UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 811, 2025

NORWEGIAN CRUISE LINE HOLDINGS LTD.

(Exact name of Registrant as Specified in its Charter)

Bermuda		001-35784		98-0691007
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

7665 Corporate Center Drive, Miami, Florida 33126

(Address of Principal Executive Offices)

(305) 436-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, par value $0.001 per share		NCLH		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~Tender~~On ~~Offer~~September 11, 2025, NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (“NCLH”), closed its previously announced private offering (the “Exchangeable Notes Offering”) of $1,407.0 million aggregate principal amount of 0.750% exchangeable senior notes due 2030 (the “Exchangeable Notes”), which includes $107.0 million aggregate principal amount of Exchangeable Notes issued in connection with the initial purchasers’ full exercise of their option to acquire additional Exchangeable Notes. The Exchangeable Notes were issued pursuant to an indenture, dated September 11, 2025, by and among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank Trust Company, National Association, as trustee (the “Exchangeable Notes Indenture”). The Exchangeable Notes will be guaranteed by NCLH on a senior unsecured basis.

~~On September~~In 8,connection ~~2025,~~with ~~NCL~~the ~~Corporation~~Exchangeable Notes ~~Ltd.~~Offering, (“NCLC~~”),~~ areceived ~~subsidiary~~gross proceeds of ~~Norwegian Cruise~~$1,407.0 ~~Line~~million ~~Holdings~~and ~~Ltd.~~net (proceeds, after deducting the ~~“Company”),~~initial ~~issued~~purchasers’ adiscount but ~~press~~before ~~release~~deducting ~~announcing~~estimated ~~the~~fees ~~commencement~~and expenses, of aapproximately ~~cash~~$1,381.4 ~~tender offer~~million. ~~(the~~NCLC ~~“Tender~~used ~~Offer”)~~the tonet ~~repurchase~~proceeds ~~any~~from ~~and~~the ~~all~~Exchangeable Notes ofOffering, ~~its~~together ~~outstanding~~with ~~5.875%~~the ~~senior~~proceeds ~~secured~~from ~~notes~~the ~~due~~Equity ~~2027~~Offering (~~the “2027~~as ~~Notes”~~defined below) and ~~5.875%~~cash ~~senior~~on ~~notes~~hand, ~~due~~to ~~2026~~repurchase (the “~~2026 Notes~~Repurchases”). (through ~~The~~its ~~Tender~~agent) ~~Offer~~approximately is$958.0 ~~being~~million ~~made~~aggregate ~~upon~~principal ~~the terms~~amount ~~and~~of ~~subject~~its to1.125% ~~the~~exchangeable ~~conditions~~senior ~~set~~notes ~~forth~~due in2027 ~~NCLC’s~~(the ~~offer~~“2027 1.125% toExchangeable ~~purchase,~~Notes”) ~~dated~~for ~~September~~approximately 8$1,009.5 ~~2025~~million and approximately $449.0 ~~The~~million ~~Tender~~aggregate ~~Offer~~principal isamount of its ~~conditioned~~2.50% ~~on,~~exchangeable ~~among~~senior ~~other~~notes ~~things,~~due ~~the~~2027 ~~consummation~~(collectively ofwith the ~~Unsecured~~2027 1.125% Exchangeable Notes, ~~Offering~~the ~~(as~~“2027 ~~defined~~Exchangeable ~~below~~Notes”). for Aapproximately ~~copy~~$480.5 ofmillion, ~~the~~plus, ~~related~~in ~~press release~~each iscase, ~~attached~~accrued ~~hereto~~and asunpaid ~~Exhibit~~interest ~~99.1~~thereon ~~and~~to, isbut ~~incorporated~~excluding, bythe ~~reference~~repurchase ~~herein~~date.

~~Equity~~Interest ~~Offering~~on the Exchangeable Notes will accrue from September 11, 2025 and is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026, at a rate of 0.750% per year. The Exchangeable Notes will mature on September 15, 2030 (the “Exchangeable Notes Maturity Date”) unless earlier exchanged, redeemed or repurchased.

OnHolders may exchange all ~~September~~or 8,a ~~2025,~~portion of the ~~Company~~Exchangeable ~~issued~~Notes aat ~~press~~the ~~release~~holder’s ~~announcing~~option (i) at any time prior to the close of business on the business day ~~commencement~~immediately preceding March 15, 2030, subject to the satisfaction of acertain ~~registered~~conditions ~~direct~~and ~~offering~~during certain periods, and (ii) on or after March 15, 2030 until the close of ~~its~~business ~~ordinary~~on ~~shares~~the business day immediately preceding the Exchangeable Notes Maturity Date, ~~par~~regardless of ~~value~~whether $0such conditions have been met.~~001~~ ~~per~~Upon ~~share~~exchange (of the Exchangeable Notes, NCLC will satisfy its exchange obligation by paying cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and paying or delivering, as the case may be, cash, ordinary shares of NCLH (“~~Equity~~ordinary ~~Offering~~shares”). Aor a combination of cash and ordinary shares, at NCLC’s election, in respect ~~copy~~of the remainder, if any, of NCLC’s exchange obligation in excess of the ~~related~~aggregate ~~press~~principal ~~release~~amount isof ~~attached~~the ~~hereto~~Exchangeable asNotes ~~Exhibit~~to be 99exchanged.2 ~~and~~The initial exchange rate per $1,000 principal amount of Exchangeable Notes is ~~incorporated~~29.1189 byordinary ~~reference~~shares, ~~herein~~which is equivalent to an initial exchange price of approximately $34.34 per ordinary share, subject to adjustment in certain circumstances. The initial exchange price represents a premium of approximately 40.0% above the offering price in the Equity Offering.

On or after September 20, 2028, NCLC may redeem for cash all or part of the Exchangeable Notes, ~~Offerings~~at its option, if the last reported sale price of ordinary shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which NCLC provides notice of an optional redemption at a redemption price equal to 100% of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the optional redemption date. If NCLC elects to redeem fewer than all of the outstanding Exchangeable Notes, at least $150.0 million aggregate principal amount of Exchangeable Notes must be outstanding and not subject to optional redemption as of the relevant optional redemption date. NCLC may also redeem the Exchangeable Notes, in whole but not in part, following the occurrence of certain tax law changes at a redemption price equal to 100% of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

~~On September~~Upon ~~8, 2025, NCLC issued a press release announcing~~ the ~~commencement~~occurrence of a ~~proposed private offering (the~~ “~~Unsecured~~fundamental ~~Notes Offering~~change,”) ofwhich ~~$1,025.0~~term ~~million~~includes ~~aggregate~~certain ~~principal~~change ~~amount~~ of ~~senior~~control ~~notes~~transactions, ~~due~~NCLC ~~2031~~must (offer to repurchase the ~~“2031~~Exchangeable ~~Unsecured~~ Notes”) ~~and~~at ~~$1,025.0~~a ~~million~~price ~~aggregate~~equal ~~principal~~to ~~amount~~100% of ~~senior~~their ~~notes~~principal ~~due~~amount, ~~2033~~plus ~~(the~~accrued ~~“2033 Unsecured Notes”~~ and, ~~collectively~~unpaid ~~with~~interest ~~the~~to, ~~2031~~but ~~Unsecured~~not ~~Notes~~including, the ~~“Unsecured~~date ~~Notes”)~~of ~~and~~repurchase. In aaddition, ~~proposed~~if ~~private~~certain ~~offering (the~~corporate ~~“Exchangeable~~events ~~Notes~~occur ~~Offering”~~prior ~~and,~~to ~~together with~~ the ~~Unsecured~~Exchangeable Notes ~~Offering,~~Maturity ~~the~~Date ~~“Notes~~or ~~Offerings”) of~~if ~~$1,200.0~~NCLC ~~million~~delivers ~~aggregate~~a ~~principal~~notice ~~amount~~ of ~~exchangeable~~tax ~~senior~~redemption or ~~notes~~notice ~~due~~of ~~2030~~optional ~~(or~~redemption, upNCLC ~~to $1~~will,~~320.0~~ ~~million~~in ~~aggregate~~certain ~~principal amount~~circumstances, ofincrease ~~exchangeable senior notes due 2030 if~~ the ~~initial~~exchange ~~purchasers~~rate infor ~~such~~a ~~offering~~holder ~~exercise~~who inelects ~~full their option~~ to ~~purchase~~exchange ~~additional~~its ~~exchangeable senior notes due 2030) (the “~~Exchangeable Notes~~”).~~ ~~The~~in ~~Exchangeable~~connection ~~Notes~~with ~~will~~such becorporate ~~guaranteed~~event, ~~by the~~notice ~~Company~~of ontax aredemption ~~senior~~or ~~unsecured~~notice ~~basis. A copy~~ of ~~the~~optional ~~related~~redemption, ~~press release is attached hereto~~ as ~~Exhibit~~the ~~99.3 and is incorporated~~case bymay ~~reference herein~~be.

~~NCLC~~The ~~intends~~Exchangeable toNotes ~~use the net proceeds from~~Indenture ~~the~~contains ~~Unsecured~~customary ~~Notes~~covenants ~~Offering, together with cash on hand, to (i) fund the Tender Offer, (ii) redeem all of the 2026 Notes~~ and ~~2027~~events ~~Notes that are not accepted for purchase in the Tender Offer, (iii) redeem all~~ of ~~its 8~~default.125% senior secured notes due 2029 (the “2029 Notes”) and (iv) pay accrued and unpaid interest on the 2026 Notes, the 2027 Notes and the 2029 Notes purchased or redeemed, as applicable, as well as pay related transaction premiums, fees and expenses.

~~NCLC~~The ~~intends~~foregoing tosummary ~~use~~of the ~~net proceeds from the~~ Exchangeable Notes ~~Offering,~~Indenture ~~together~~and ~~with~~ the ~~net~~Exchangeable ~~proceeds~~Notes ofdoes not ~~the~~purport ~~Equity Offering,~~ to ~~repurchase~~be ~~(the~~complete ~~“Repurchases”)~~and ~~(through its~~is ~~agent)~~qualified ain ~~portion of~~ its ~~1.125%~~entirety ~~Exchangeable~~by ~~Senior~~reference ~~Notes~~to ~~due 2027 and 2.50% Exchangeable Senior Notes due 2027. The Repurchases are conditioned upon~~ the ~~consummation~~full text of the Exchangeable Notes ~~Offering~~Indenture and ~~the~~form ~~Equity~~of ~~Offering~~Exchangeable Note, ~~and~~which ~~the~~are ~~consummation~~attached ofas ~~the~~Exhibit ~~Exchangeable~~4.1 ~~Notes~~to ~~Offering~~this ~~and~~Current ~~the~~Report ~~Equity~~on ~~Offering~~Form ~~are~~8-K ~~conditioned~~(this ~~upon~~“Current ~~the~~Report”) ~~consummation~~and incorporated ofherein ~~the~~by ~~Repurchases~~reference.

~~The Unsecured~~Item Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only to non-U2.S.03 ~~investors~~Creation pursuant to Regulation S. The Exchangeable Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act. The Unsecured Notes, the Exchangeable Notes, the related guarantee of ~~the~~a ~~Company~~Direct ~~and~~Financial ~~the~~Obligation ~~ordinary~~or ~~shares~~an ~~issuable~~Obligation ~~upon exchange of the Exchangeable Notes, if any, will not be registered~~ under ~~the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or~~ an ~~applicable~~Off-Balance ~~exemption~~Sheet ~~from~~Arrangement ~~the registration requirements~~ of ~~the~~a ~~Securities Act and applicable state laws~~Registrant.

~~Consummation~~The ofinformation ~~the~~set ~~Unsecured Notes Offering is~~forth ~~not~~in ~~conditioned~~Item ~~upon~~1.01 ~~the~~above ~~consummation~~is ofincorporated ~~the~~into ~~Exchangeable~~this ~~Notes~~Item ~~Offering~~2.03 orby ~~the Equity Offering or vice versa~~reference.

~~This~~Item ~~report~~3.02 ~~does~~Unregistered ~~not~~Sales ~~constitute an offer to sell or the solicitation~~ of anEquity ~~offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful~~Securities.

~~Cautionary~~The ~~Statement~~information ~~Concerning~~set ~~Forward-Looking~~forth ~~Statements~~in Item 1.01 above is incorporated into this Item 3.02 by reference.

~~Some~~NCLC ofoffered ~~the~~and ~~statements,~~sold ~~estimates or projections~~the ~~contained~~Exchangeable inNotes ~~this~~to ~~report are “forward-looking statements” within~~ the ~~meaning~~initial ofpurchasers ~~the~~in ~~U.S.~~reliance ~~federal~~on ~~securities laws intended to qualify for~~ the ~~safe~~exemption ~~harbor~~ from ~~liability~~registration ~~established~~provided by ~~the~~Section ~~Private~~4(a)(2) ~~Securities Litigation Reform Act~~ of ~~1995.~~the ~~All statements other~~Securities ~~than~~Act ~~statements~~ of ~~historical facts contained in this report~~1933, ~~including~~as ~~statements~~amended ~~regarding~~ (the ~~Tender~~“Securities ~~Offer~~Act”), ~~the~~and ~~Equity~~for ~~Offering,~~resale ~~the Unsecured~~by ~~Notes Offering,~~ the ~~Exchangeable~~initial ~~Notes~~purchasers ~~Offering~~to ~~and,~~persons asreasonably ~~applicable,~~believed ~~the use of proceeds therefrom, may~~ to be ~~forward-looking~~qualified ~~statements. Many,~~institutional ~~but~~buyers ~~not~~pursuant ~~all,~~to ofthe ~~these~~exemption ~~statements~~from ~~can~~registration beprovided ~~found~~ by ~~looking~~Rule ~~for~~144A ~~words~~under ~~like~~the ~~“expect,”~~Securities ~~“anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “will,” “may,” “forecast,” “estimate,” “intend,” “future” and similar words~~Act. ~~Forward-looking~~The ~~statements do not guarantee future~~Exchangeable ~~performance and may involve risks~~Notes, ~~uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from~~ the ~~future~~related ~~results,~~guarantee ~~performance or achievements expressed or implied in those forward-looking statements. For a discussion~~ of ~~these~~NCLH ~~risks, uncertainties~~ and ~~other~~the ~~factors,~~ordinary ~~please~~shares ~~refer~~issuable toupon the ~~factors~~exchange ~~set~~of ~~forth under~~ the ~~sections~~Exchangeable ~~entitled~~Notes, ~~“Risk Factors”~~if ~~and “Cautionary Statement Concerning Forward-Looking Statements” in our most recently filed Annual Report on Form 10-K~~any, ~~Quarterly~~will ~~Reports on Form 10-Q and subsequent filings with the Securities and Exchange Commission. These factors are~~ not ~~exhaustive and new risks emerge from time to time. There may~~ be ~~additional risks that we consider immaterial or which are unknown. Such forward-looking~~ ~~statements~~registered ~~are~~under ~~based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and~~ the ~~environment~~Securities inAct ~~which~~or ~~we expect to operate in~~ the ~~future.~~securities ~~These~~laws ~~forward-looking statements speak only as~~ of ~~the date made. We expressly disclaim~~ any ~~obligation~~other orjurisdiction ~~undertaking~~and tomay ~~release~~not ~~publicly~~be ~~any~~offered ~~updates~~ or ~~revisions~~sold toin ~~any~~the ~~forward-looking~~United ~~statement~~States toabsent ~~reflect~~registration ~~any~~or ~~change~~an inapplicable ~~our~~exemption ~~expectations~~from ~~with~~the ~~regard~~registration ~~thereto~~requirements ~~or any change~~ of ~~events,~~the ~~conditions~~Securities orAct ~~circumstances~~and onapplicable ~~which~~state ~~any such statement was based, except as required by law~~laws.

Item 7.01 Regulation FD Disclosure.

On September 11, 2025, NCLH made available a presentation discussing the Transactions (as defined below). A copy of the presentation is furnished as Exhibit 99.1 to this Current Report.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act’), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of NCLH’s filings under the Securities Act or the Exchange Act, except to the extent expressly set forth by specific reference in such filings.

Item 8.01 Other Events.

Equity Offering

On September 11, 2025, NCLH completed a registered direct offering of 3,313,868 ordinary shares at a price of $24.53 per share (the “Equity Offering” and, together with the Exchangeable Notes Offering and the Repurchases, the “Transactions”). In connection with the Equity Offering, NCLH entered into individually negotiated share purchase agreements with certain institutional investors holding the 2027 Exchangeable Notes. NCLH used the net proceeds from the Equity Offering, together with the net proceeds from the Exchangeable Notes Offering and cash on hand, to fund the Repurchases.

The Equity Offering was made pursuant to a prospectus supplement, dated September 8, 2025, and filed with the Securities and Exchange Commission (the “SEC”) on September 9, 2025, and the base prospectus, dated November 8, 2023, filed as part of NCLH’s automatic shelf registration statement (File No. 333-275399) that became effective under the Securities Act when filed with the SEC on November 8, 2023.

Placement Agency Agreement

J.P. Morgan Securities LLC acted as the sole placement agent (the “Placement Agent”) in connection with the Equity Offering pursuant to that certain placement agency agreement (the “Placement Agency Agreement”), dated as of September 8, 2025, by and between NCLH and the Placement Agent. Pursuant to the Placement Agency Agreement, NCLH agreed to reimburse the Placement Agent for certain costs, expenses, fees and taxes in connection with the Equity Offering. The Placement Agency Agreement also contain representations, warranties, indemnification and other provisions customary for transactions of this nature.

The foregoing summary of the Placement Agency Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Placement Agency Agreement, which is attached as Exhibit 1.1 to this Current Report and incorporated herein by reference.

Press Releases

On September 9, 2025, NCLH issued a press release announcing the pricing of the Equity Offering. Simultaneously therewith, NCLC issued a press release announcing the pricing of the Exchangeable Notes Offering. Copies of the press releases are furnished as Exhibits 99.2 and 99.3, respectively, to this Current Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release of NCL Corporation Ltd. relating to the Tender Offer, dated September 8, 2025.
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.
99.2		Press Release of Norwegian Cruise Line Holdings Ltd. relating to the Equity Offering, dated September 8, 2025.
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.
99.3		Press Release of NCL Corporation Ltd. relating to the Notes Offerings, dated September 8, 2025.
5.1		Opinion of Walkers (Bermuda) Limited.
23.1		Consent of Walkers (Bermuda) Limited (included in Exhibit 5.1).
99.1		Presentation, dated September 11, 2025.
99.2		Press Release of Norwegian Cruise Line Holdings Ltd. relating to the pricing of the Equity Offering, dated September 9, 2025.
99.3		Press Release of NCL Corporation Ltd. relating to the pricing of the Exchangeable Notes Offering, dated September 9, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the ~~Securities~~ Exchange Act ~~of 1934~~, asNorwegian ~~amended,~~Cruise ~~the~~Line ~~registrant~~Holdings Ltd. has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~ thereunto duly authorized.

Date: September 8, 2025	NORWEGIAN CRUISE LINE HOLDINGS LTD.
	By:	/s/ Mark A. Kempa
		Name:	Mark A. Kempa
		Title:	Executive Vice President and Chief Financial Officer

Date: September 11, 2025

NORWEGIAN CRUISE LINE HOLDINGS LTD.

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

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