Norwegian Cruise Line Holdings NCLH · USD

3.Revenue and Expense from Contracts with CustomersNature of Goods and ServicesWe offer our guests a multitude of cruise fare options when booking a cruise. Our cruise ticket prices generally include cruise fare and a wide variety of onboard activities and amenities, meals, entertainment and government taxes, fees and port expenses. In some instances, cruise ticket prices include round-trip airfare to and from the port of embarkation, complimentary beverages, unlimited shore excursions, Wi-Fi, pre-cruise hotel packages, and on some of the exotic itineraries, pre- or post-land packages. Prices vary depending on the particular cruise itinerary, stateroom category selected and the time of year that the voyage takes place. Passenger ticket revenue also includes full ship charters as well as government taxes, fees and port expenses.During the voyage, we generate onboard and other revenue for additional products and services which are not included in the cruise fare, including casino operations, certain food and beverages, gift shop purchases, spa services, Wi-Fi services and other similar items. Food and beverage, casino operations and shore excursions are generally managed directly by us while retail shops, spa services, art auctions and Wi-Fi services may be managed through contracts with third-party concessionaires. These contracts generally entitle us to a percentage of the gross sales derived from these concessions, which is recognized on a net basis. While some onboard goods and services may be prepaid prior to the voyage, we utilize point-of-sale systems for discrete purchases made onboard. Certain of our product offerings are bundled, and we allocate the value of the bundled goods and services between passenger ticket revenue and onboard and other revenue based upon the relative standalone selling prices of those goods and services.Timing of Satisfaction of Performance Obligations and Significant Payment Terms The payment terms and cancellation policies vary by brand, stateroom category, length of voyage, and country of purchase. A deposit for a future booking is required at or soon after the time of booking. Final payment is generally due between 120 days and 180 days before the voyage. Deposits on advance ticket sales are deferred when received and include amounts that are refundable. Deferred amounts are subsequently recognized as revenue ratably during the voyage sailing days as services are rendered over time on the ship.

13.Commitments and ContingenciesShip Construction ContractsFor the Norwegian brand, we have three Prima Class Ships on order, each ranging from approximately 154,000 to 170,000 Gross Tons with 3,565 to 3,880 Berths, with currently scheduled delivery dates from 2026 through 2028. For the Norwegian brand, we also have an order for five additional ships, each at approximately 227,000 Gross Tons and 5,000 Berths, with currently scheduled delivery dates from 2030 through 2037. For the Oceania Cruises brand, we have an order for five Sonata Class Ships, each at approximately 86,000 Gross Tons and 1,390 Berths, with currently scheduled delivery dates from 2027 through 2037. For the Regent Seven Seas Cruises brand, we have an order for four Prestige Class Ships, each at approximately 77,000 Gross Tons and 822 Berths, with currently scheduled delivery dates from 2026 through 2036. The orders for the Prestige Class Ships to be delivered in 2033 and 2036 and the Sonata Class Ship and Norwegian Cruise Line ship each to be delivered in 2037 will be effective upon financing. The impacts of initiatives to improve environmental sustainability and modifications that NCLH plans to make to its newbuilds to improve their profitability and better space out the newbuilds, along with shipyard availability, have resulted in us resetting delivery dates for certain expected ship deliveries. These and other impacts could result in additional delays in ship deliveries in the future, which may be prolonged.​As of December 31, 2025, the combined contract prices, including amendments and change orders, of the 13 ships on order that are effective were approximately €18.3 billion, or $21.5 billion based on the euro/U.S. dollar exchange rate as of December 31, 2025. For ships with effective orders, excluding the two Sonata Class Ships on order for Oceania Cruises with currently scheduled delivery in 2032 and 2035 and the two additional ships on order for Norwegian Cruise Line with currently scheduled delivery in 2034 and 2036, we currently have obtained export credit financing which is expected to fund approximately 80% of each contract price of each ship as well as related financing premiums, subject to certain conditions. We do not anticipate any contractual breaches or cancellations to occur.

​​9.Long-Term DebtLong-term debt consisted of the following: ​​​​​​​​​​​​​​​Interest Rate​​​Balance​​December 31, ​Maturities​December 31, ​ ​ ​ ​2025 ​ ​ ​2024 ​ ​ ​Through ​ ​ ​2025 ​ ​ ​2024​​​​​​​​(in thousands)​​​​​​​​​​​​​Revolving Loan Facility​ 5.54% 6.77% 2030​$ 1,100,000​$ 245,000$450.0 million 5.375% exchangeable notes ​ —​ 5.38% 2025​​ —​​ 448,527$1,150.0 million 1.125% exchangeable notes​ 1.13% 1.13% 2027​​ 190,940​​ 1,137,711$473.2 million 2.50% exchangeable notes​ 2.50% 2.50% 2027​​ 23,989​​ 467,764$353.9 million 0.875% exchangeable notes​ 0.88% —​2030​​ 351,047​​ —$1,407.0 million 0.75% exchangeable notes​ 0.75% —​2030​​ 1,381,861​​ —$1,000.0 million 5.875% senior secured notes​ —​ 5.88% 2027​​ —​​ 993,581$315.0 million 6.25% senior unsecured notes​ 6.25% 6.25%2030​​ 311,508​​ 310,623$600.0 million 7.75% senior unsecured notes​ 7.75% 7.75% 2029​​ 596,043​​ 594,782$790.0 million 8.125% senior secured notes​ —​ 8.13% 2029​​ —​​ 781,372$600.0 million 8.375% senior secured notes​ —​ 8.38% 2028​​ —​​ 593,041$525.0 million 6.125% senior unsecured notes​ 6.13% 6.13% 2028​​ 522,587​​ 521,495$1,425.0 million 5.875% senior unsecured notes​ —​ 5.88% 2026​ —​ 1,420,523$1,200 million 5.875% senior unsecured notes​ 5.88% —​2031​​ 1,187,147​​ —$1,800 million 6.75% senior unsecured notes​ 6.75% —​2032​​ 1,779,568​​ —$850 million 6.25% senior unsecured notes​ 6.25% —​2033​​ 840,713​​ —€529.8 million Breakaway one loan (1)​ —​ 5.88% 2026​ —​ 56,343€529.8 million Breakaway two loan (1)​ —​ 5.12% 2027​ —​ 130,055€590.5 million Breakaway three loan (1)​ 3.27% 3.47% 2027​ 136,998​ 212,637€729.9 million Breakaway four loan (1)​ 3.16% 3.32% 2029​ 253,664​ 337,406€710.8 million Seahawk 1 term loan (1)​ 3.99% 4.10% 2030​ 318,924​ 401,919€748.7 million Seahawk 2 term loan (1)​ 3.98% 4.06% 2031​ 453,183​ 542,721Leonardo newbuild one loan​ 2.68% 2.68% 2034​ 794,901​ 878,378Leonardo newbuild two loan​ 2.77% 2.77% 2035​ 861,689​ 942,721Leonardo newbuild three loan​ 1.83% 1.88% 2037​ 1,071,919​ 246,738Leonardo newbuild four loan​ 1.96% 1.97% 2038​ 278,144​ 186,090Explorer newbuild loan​ 3.76% 3.97% 2028​ 83,959​ 121,395Splendor newbuild loan​ 3.20% 3.41% 2032​​ 236,484​​ 282,809Grandeur newbuild loan​ 3.70% 3.70% 2035​​ 423,012​​ 462,691Marina newbuild loan​ —​ 6.78% 2027​ —​ 33,696Riviera newbuild loan​ —​ 6.00% 2026​ —​ 22,536Vista newbuild loan​ 3.64% 3.64% 2035​​ 468,804​​ 515,151Allura newbuild loan​ 1.50% —​2037​​ 623,168​​ —Prestige newbuild loan​ 5.72% 6.

12.Income TaxesWe are incorporated in Bermuda. Under prior Bermuda law, we were not subject to tax on income and capital gains. Previously, we received from the Minister of Finance under The Exempted Undertakings Tax Protection Act 1966, as amended, an assurance that, in the event that Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance, then the imposition of any such tax shall not be applicable to us or to any of our operations or shares, debentures or other obligations, until March 31, 2035. Such assurances were superseded by the passage of new legislation as described below. On December 27, 2023, the Bermuda Act was enacted in Bermuda. Under the Bermuda Act, the corporate income tax will be determined based on a statutory tax rate of 15% effective for fiscal years beginning on or after January 1, 2025. The corporate income tax will apply only to Bermuda tax resident businesses that are part of multinational enterprise groups with €750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the year in question. Although the Government of Bermuda has released limited guidance with respect to specific provisions of the Bermuda Act as well as regulatory guidance, it is anticipated that further administrative guidance as well as regulatory guidance will be released over the course of the 2026 calendar year and beyond.As enacted, the Bermuda Act makes it clear that any corporate income tax liability is due regardless of the above assurances under the Exempted Undertakings Tax Protection Act 1966. Therefore, NCLH and its Bermuda subsidiaries became subject to the Bermuda corporate income tax effective as of January 1, 2025.The Bermuda Act provides for an international shipping income exclusion. In order for a Bermuda entity’s international shipping income to qualify for the exclusion, the entity must demonstrate that the strategic or commercial management of all ships concerned is effectively carried on from or within Bermuda. We believe we met the necessary requirements to qualify for the international shipping income exclusion.Additionally, the Bermuda Act provides for companies to be able to offset 80% of their Bermuda taxable income with any available tax loss deductions on an annual basis.

6. LeasesNature of Leases We have operating leases primarily for port facilities and also corporate offices, warehouses, and certain equipment. Many of our leases include both lease and non-lease components. We have adopted the practical expedient which allows us to combine lease and non-lease components by class of asset. We have applied this expedient for office leases, port facilities, and certain equipment.The components of lease expense were as follows (in thousands): ​​​​​​​​​​​​ ​ ​ ​Year Ended ​ ​ ​Year Ended ​ ​ ​Year Ended ​ December 31, 2025 December 31, 2024 December 31, 2023Operating lease expense​$ 58,544​$ 69,836​$ 54,290Variable lease expense​​ 35,329​​ 33,246​​ 25,364Short-term lease expense​​ 42,814​​ 44,683​​ 36,853​Lease balances were as follows (in thousands): ​​​​​​​​​​​ ​ ​ ​Balance Sheet location ​ ​ ​December 31, 2025​December 31, 2024Operating leases ​ ​ ​​​ ​Right-of-use assets Other long-term assets​$ 1,089,709​$ 899,091Current operating lease liabilities Accrued expenses and other liabilities​​ 32,064​​ 27,313Non-current operating lease liabilities Other long-term liabilities​​ 897,899​​ 788,669​The increase in our right-of-use assets from December 31, 2024 to December 31, 2025 includes the right-of-use assets obtained in exchange for lease obligations included below plus prepaid rent for certain port facilities.​​Supplemental cash flow and non-cash information related to leases was as follows (in thousands):​​​​​​​​​​​ ​​Year Ended ​ ​ ​Year Ended ​ ​ ​Year Ended ​​December 31, 2025 December 31, 2024 December 31, 2023Cash paid for amounts included in the measurement of lease liabilities:​​​​​​​​​Operating cash outflows from operating leases​$ 86,107​$ 86,566​$ 122,499​​​​​​​​​​Right-of-use assets obtained in exchange for lease obligations:​​​​​​​​​Operating leases​​ 137,848​​ 168,369​​ 77,954​Other supplemental information related to leases was as follows:​​​​​​​​​​​​​​Year Ended ​ ​ ​Year Ended ​ ​ ​Year Ended ​ ​ ​​​December 31, 2025 December 31, 2024 December 31, 2023 Weighted average remaining lease term (years) - operating leases​ 28.37​ 26.45​ 22.68​Weighted average discount rate - operating leases​​ 6.53% ​6.87% ​7.

4. Acquisition​On April 25, 2024, Norwegian acquired 100% of the voting equity interest of Independent Maritime Advisors Ltd. (“IMA”), a consulting company specializing in project management for newbuilds and vessel conversions for $37.5 million, which consisted primarily of cash and also included deferred consideration and the settlement of a pre-existing relationship. Norwegian acquired IMA to bring newbuild project management and supervision in-house and optimize the overall capital outflow for newbuild expenditures, which generates synergies that create goodwill.​The purchase price was allocated as follows (in thousands): ​​​​​Assets, other than goodwill​$ 4,302Goodwill​ 37,630Liabilities​ (9,088)Total consideration allocated, net of $4.7 million of cash acquired​$ 32,844​As of December 31, 2025, the measurement period pertaining to the acquisition has ended and no adjustment was recognized. The acquisition of IMA did not have a material impact on the Company’s consolidated statements of operations.

Our Board of Directors and management team recognizes the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. Our cybersecurity risks are considered individually as part of our enterprise risk management program alongside other risks, and prioritized and discussed with our Board of Directors. ​Our internal Security Operations Center (“SOC”) has primary responsibility for assessing, identifying, and managing material risks associated with cybersecurity threats, and provides information security monitoring for both shoreside and shipboard information systems and applications. The SOC is a team comprised of cybersecurity professionals who are responsible for real-time incident response management for our IT infrastructure, which includes our websites, applications, databases, servers, network devices and components and workstations. They are trained and equipped to identify, contain, analyze and investigate any perceived security threats, as well as assist internal users with any information security questions or reported issues, such as phishing/scam emails, information security concerns and security solution related access or performance issues.​As part of our cybersecurity program, team members are offered cybersecurity training and participate in awareness programs including phishing simulation exercises, regular cybersecurity newsletters and reminders and programming and events during cybersecurity awareness month. ​Our processes also address cybersecurity threat risks associated with our use of third-party service providers, including those who have access to our customer, prospect, supplier or employee data or our systems. In addition, cybersecurity considerations affect the selection and oversight of our third-party service providers. We generally require that third-party service providers that access or host our data, or could otherwise introduce cybersecurity risk to us, enter into contracts that obligate them to manage their cybersecurity risks in certain ways and report any cybersecurity incidents to us. ​We engage third-party advisory firms to conduct assessments of the maturity of our security program and, among other measures, work to be Payment Card Industry compliant where required.

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