Norwegian Cruise Line posts $491M net income

Cover page 3 changes

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For the quarterly period ended June September 30, 2026

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7665 Corporate Center Drive , Miami , Florida 33126

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There were 459,187,846 459,275,445 ordinary shares outstanding as of July 23, October 22, 2026.

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Financial statements 29 changes

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Net income (loss) before income taxes

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Earnings (loss) per share

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Other comprehensive income: (loss):

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Net unrealized gain (loss)

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Total other comprehensive income (loss)

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Ordinary shares, $ 0.001 par value; 980,000,000 shares authorized; 459,158,514 459,272,300 shares issued and outstanding at June September 30, 2026 and 455,257,489 shares issued and outstanding at December 31, 2025

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Adjustments to reconcile net income (loss) to net cash provided by operating activities:

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Proceeds from sale of ships

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Balance, March 31, 2026

Three Months Ended June September 30, 2026

Balance, June 30, 2026

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Other comprehensive loss, net

Balance, June 30, 2026

Six Months Ended June 30, 2026

Other comprehensive income, net

Balance, September 30, 2026

Nine Months Ended September 30, 2026

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Balance, June 30, 2026

Balance, September 30, 2026

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Balance, March 31, 2025

Three Months Ended June September 30, 2025

Balance, June 30, 2025

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Net share settlement of restricted share units

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Balance, June 30, 2025

Six Months Ended June 30, 2025

Balance, September 30, 2025

Nine Months Ended September 30, 2025

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Balance, June 30, 2025

Balance, September 30, 2025

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Note 1: Description of Business and Organization 2 changes

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, 2026, we had 35 a combined fleet of 33 ships with approximately 75,000 72,000 Berths. The decrease in ships from June 30, 2026 is due to two ships, Norwegian Sky and Oceania Regatta, commencing long-term charters to third parties. The Company has orders for 16 additional ships to be delivered from 2026 through 2037.

We have two Prima Class Ships on order with currently scheduled delivery dates in 2027 and 2028. We also have orders for three new classes of ships: five Sonata Class Ships with deliveries currently scheduled from 2027 through 2037, four Prestige Class Ships with deliveries currently scheduled from 2026 through 2036 and five Norwegian Cruise Line ships with deliveries currently scheduled from 2030 through 2037. The orders for the Prestige Class Ships Ship 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.

Note 2: Summary of Significant Accounting Policies 15 changes

As of June September 30, 2026, we had liquidity of approximately $ 1.5 1.4 billion, including cash and cash equivalents of $ 218.1 256.5 million and $ 1.3 1.1 billion available under our Revolving Loan Facility. 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.

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Basic earnings per share is computed by dividing net income (loss) by the basic weighted-average number of shares outstanding during each period. Diluted earnings per share is computed by dividing net income (loss) and assumed conversion of exchangeable notes by diluted weighted-average shares outstanding.

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Net income (loss) and assumed conversion of exchangeable notes - Diluted EPS

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Each exchangeable note (see Note 7 Long-Term Debt ) is individually evaluated for its dilutive or anti-dilutive impact on EPS as determined under the if-converted method. Only the interest expense and weighted average shares for exchangeable notes that are dilutive are included in the effect of dilutive securities. For the three and six months ended June 30, 2025, the 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes were anti-dilutive. For the 2030 0.875% Exchangeable Notes and 2030 0.750% Exchangeable Notes, we are required to settle the principal amount in cash and have the option to settle the conversion spread in cash or shares. If the conversion value of the 2030 0.875% Exchangeable Notes and 2030 0.750% Exchangeable Notes does not exceed their conversion price for a reporting period, then the shares underlying the notes will not be reflected in the Company s calculation of diluted EPS. For the three and six nine months ended June September 30, 2026 and 2025, the price of NCLH s ordinary shares did not exceed the conversion price, and therefore, there was no impact to diluted EPS. Share awards are evaluated for a dilutive or anti-dilutive impact on EPS using the treasury stock method. For the three months ended June September 30, 2026 and 2025, a total of 8.0 1.2 million and 59.3 0.3 million shares, respectively, and for the six nine months ended June September 30, 2026 and 2025, a total of 4.0 3.1 million and 70.1 2.6 million shares, respectively, have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

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):

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Adjusted depreciation and amortization (3)

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Non-cash compensation, severance, and professional advisory fees (3) and loss on ship disposal (4)

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Net income (loss) before income taxes

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(2) Excludes non-cash share-based compensation expenses related to equity awards for corporate employees (see Note 9 Employee Benefits and Share-Based Compensation ), professional advisory fees incurred related to activist investors investor activities and the cash portion of our restructuring costs related to certain employee terminations as follows (in thousands):

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(3) Excludes the loss related to the disposal of Oceania Sirena as follows (in thousands):

Loss on ship disposal

(3) (4) Includes, in aggregate, the adjustments noted above.

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 gain gains of $ 36.1 19.9 million and a loss of $ 158.5 6.8 million for the three months ended June September 30, 2026 and 2025, respectively, and a gain of $ 74.8 94.7 million and a loss of $ 181.0 174.2 million for the six nine months ended June September 30, 2026 and 2025, 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 statements of cash flows.

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

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In May 2026, the FASB issued ASU No. 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) ( ASU 2026-02 ), which establishes guidance for the accounting and disclosure of environmental credits. 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 must be applied on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings (accumulated deficit) as of the beginning of the annual reporting period of adoption. We will evaluate are evaluating the impact of ASU 2026-02 on our consolidated financial statements.

Note 3: Revenue Recognition 3 changes

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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 as well as bareboat charter revenue.

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Receivables from customers are included within accounts receivable, net. As of June September 30, 2026 and December 31, 2025, our receivables from customers were $ 98.6 98.8 million and $ 102.3 million, respectively, primarily related to in-transit credit card receivables.

Our contract liabilities are included within advance ticket sales. As of June September 30, 2026 and December 31, 2025, our contract liabilities were $ 2.8 2.2 billion and $ 2.3 billion, respectively. Of the amounts included within contract liabilities as of June September 30, 2026, approximately 40 45 % 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, 2026, $ 2.2 billion of revenue recognized was included in the contract liability balance at the beginning of the period.

Note 4: Leases 1 change

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In September 2026, a bareboat charter for Norwegian Sky commenced. The bareboat charter has a term of 10 years and has fixed payments of $ 15.3 million for the first two years and $ 13.3 million each year thereafter.

Note 5: Accumulated Other Comprehensive Income (Loss) 9 changes

Six Months Ended June 30, 2026

Accumulated other comprehensive income (loss) for the six nine months ended June September 30, 2026 was as follows (in thousands):

Nine Months Ended September 30, 2026

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Six Months Ended June 30, 2025

Accumulated other comprehensive income (loss) at end of period ( 431,572 367,293 )

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

Nine Months Ended September 30, 2025

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Accumulated other comprehensive income (loss) at end of period ( 438,989 430,123 )

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(3) Includes $ 26.5 101.6 million of gains expected to be reclassified into earnings in the next 12 months.

Note 6: Property and Equipment, Net 1 change

Property and equipment, net increased $ 1.4 1.3 billion for the six nine months ended June September 30, 2026 primarily due to the delivery of Norwegian Luna, partially offset by the sale of Oceania Sirena.

Note 7: Long-Term Debt 8 changes

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In October 2026, NCLC issued $ 950.0 million aggregate principal amount of 8.750 % senior unsecured notes due October 15, 2031 (the 2031 Notes ). NCLC may, at its option, redeem the 2031 Notes, in whole or in part, (i) prior to October 15, 2028 (the 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 First Call Date, at the redemption prices set forth in the indenture for the 2031 Notes, 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 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 108.750 % of the principal amount of the 2031 Notes to be 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 8.750 % per annum, semiannually in arrears on April 15 and October 15 of each year, to holders of record at the close of business on the immediately preceding April 1 and October 1, respectively. The indenture for the 2031 Notes 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 2031 Notes, together with cash on hand, were used to (i) redeem all of the outstanding 6.125 % senior notes due 2028, (ii) repay $ 380.0 million of outstanding borrowings under the Revolving Loan Facility and (iii) prepay approximately $ 42.2 million of outstanding borrowings under our export-credit backed financing facilities, in each case, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses.

Concurrently with the above October 2026 transactions, NCLC entered into a third amendment to the Revolving Loan Facility, which increased the aggregate amount of commitments under the Revolving Loan Facility from approximately $ 2.5 billion to approximately $ 2.8 billion. The amendment also modified certain existing financial covenant definitions and the related collateral.

The following is a summary of NCLC s exchangeable notes as of June September 30, 2026 (in thousands):

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(1) Classified within current portion of long-term debt as of June September 30, 2026. Additionally, in May 2026, NCLC elected to irrevocably fix the settlement method to cash settlement for all exchanges of the 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes, pursuant to the applicable indentures.

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As of June September 30, 2026, the effective interest rate is 1.64 %, 3.06 %, 1.07 % and 1.14 % for the 2027 1.125% Exchangeable Notes, 2027 2.5% Exchangeable Notes, 2030 0.875% Exchangeable Notes and 2030 0.750% Exchangeable Notes, respectively.

The following are scheduled principal repayments on our long-term debt including exchangeable notes and finance lease obligations as of June September 30, 2026 (in thousands):

As of June September 30, 2026, 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 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.

Note 8: Fair Value Measurements and Derivatives 17 changes

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As of June September 30, 2026, we had fuel swaps designated as hedges, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 611 475 thousand metric tons of our projected fuel purchases, maturing through December 31, 2027 .

As of June September 30, 2026, we also had fuel swaps pertaining to approximately 30 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through October December 31, 2027 .

As of June September 30, 2026, we had foreign currency forwards and collars designated as hedges, 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 was 2.9 billion, or $ 3.3 billion based on the euro/U.S. dollar exchange rate as of June September 30, 2026.

As of June September 30, 2026, we also had foreign currency forwards not designated as hedges, which were used to mitigate the financial impact of volatility in foreign currency exchange rates related to principal and interest of debt denominated in euros. The notional amount of these foreign currency contracts were 391.4 was 286.8 million, or $ 447.1 324.9 million based on the euro/U.S. dollar exchange rate as of June September 30, 2026.

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Other long-term liabilities

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Other long-term assets

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Three Months Ended June September 30, 2026

Three Months Ended June September 30, 2025

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Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income ( 6,147 4,575 )

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Six Months Ended June 30, 2026

Six Months Ended June 30, 2025

Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring ( 777 114 )

Nine Months Ended September 30, 2026

Nine Months Ended September 30, 2025

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Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income ( 5,857 10,432 )

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Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring ( 1,021 1,135 )

As of June September 30, 2026 and December 31, 2025, the fair value of our long-term debt, including the current portion, was $ 14.3 13.9 billion and $ 14.1 billion, respectively, which was $ 1.2 1.6 billion and $ 0.9 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 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.

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Note 9: Employee Benefits and Share-Based Compensation 4 changes

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The following is a summary of restricted share unit activity for the six nine months ended June September 30, 2026:

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Non-vested as of June September 30, 2026

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In February 2026, all 298,336 remaining outstanding share option awards with a weighted average exercise price of $ 50.12 expired and were forfeited.

$ 50.12 expired and were forfeited.

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Note 10: Commitments and Contingencies 5 changes

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For the Norwegian brand, we have two Prima Class Ships on order, each at approximately 170,000 Gross Tons and from 3,880 to 3,920 Berths, with currently scheduled delivery dates in 2027 and 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 Ship 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 and/or other macroeconomic conditions and events, 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, 2026, the combined contract prices, including amendments and change orders, of the 12 13 ships on order that are effective were approximately 17.1 18.0 billion, or $ 19.5 20.4 billion based on the euro/U.S. dollar exchange rate as of June September 30, 2026. 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 Prestige Class Ship on order for Norwegian Cruise Line Regent Seven Seas Cruises with currently scheduled delivery in 2034 and 2036, 2033, 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 June September 30, 2026, our minimum annual payments for non-cancelable ship construction contracts were as follows (in thousands):

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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 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 oral argument took place on February 23, 2026. On May 21, 2026, the Supreme Court of the United States reversed the Eleventh Circuit s dismissal of the matter, and, on June 22, 2026, it remanded the matter to the Eleventh Circuit for further proceedings. Oral argument is scheduled to take place on January 19, 2027. 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.

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The Company also has agreements with its credit card processors that govern the vast majority of advance ticket sales that are received by the Company relating to future voyages. These agreements allow the credit card processors to require, under certain circumstances, 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. As of June September 30, 2026, the Company was not required to maintain any reserve funds.

Note 11: Other Income (Expense), Net 1 change

For the three and six nine months ended June September 30, 2026, other income (expense), net was income of $ 33.5 30.9 million and $ 74.2 105.1 million, respectively, and for the three and six nine months ended June September 30, 2025, other income (expense), net was expense income of $ 156.4 13.0 million and expense of $ 180.9 167.9 million, respectively, primarily due to net gains and losses on foreign currency remeasurements. of our euro-denominated debt.

Note 12: Supplemental Cash Flow Information 1 change

For the six nine months ended June September 30, 2026 and 2025, we had non-cash investing activities consisting of changes in accruals related to additions of property and equipment of $ 2.1 99.6 million and $ 44.7 20.2 million, respectively.

Note 13: Subsequent Event 1 change

In July October 2026, we entered into a memorandum of agreement for the sale of Oceania Sirena. Insignia. The terms of the memorandum stipulate that the closing of the sale will take place during the three months ended September 30, 2026. in addition, a bareboat charter agreement is anticipated to be executed for the Oceania brand to continue operating the vessel through the spring of 2028. September 2027.

MD&A 85 changes

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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 deliveries and ship sales, including expected timing and impact thereof, our expectations regarding the impact of macroeconomic conditions and recent global events, and expectations relating to our sustainability program, decarbonization efforts and alternative fuel sources and related regulation 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:

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other factors set forth under Risk Factors in this Quarterly Report on Form 10-Q for the quarter ended June September 30, 2026 and our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026 (our Annual Report on Form 10-K ).

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Solely for convenience, certain trademark trademarks 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.

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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 (exchanged or repaid at maturity in 2025).

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

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Adjusted Net Income. Net income (loss) adjusted for the effect of dilutive securities and other supplemental adjustments.

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Capacity Days. Berths available for sale multiplied by the number of cruise days for the period for ships in service excluding ships on long-term charters to third parties.

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EPS. Earnings (loss) per share.

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Passenger Cruise Days. The number of passengers carried for the period, multiplied by the number of days in their respective cruises excluding ships on long-term charters to third parties.

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

Prima Class Ships. Norwegian Prima, Norwegian Viva, Norwegian Aqua, Norwegian Luna, Norwegian Aura and one additional ship on order. Norwegian Bella.

Revolving Loan Facility. Our senior secured revolving credit facility among NCLC, as borrower, the subsidiary guarantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The Revolving Credit Facility was increased from approximately $2.5 billion as of September 30, 2026 to approximately $2.8 billion in October 2026.

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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, Adjusted Net Income and Adjusted EPS, 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, (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 (loss) 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 and Adjusted EPS are non-GAAP financial measures that exclude certain amounts and are used to supplement GAAP net income (loss) and EPS. We use Adjusted Net Income and Adjusted EPS as key performance measures of our earnings performance. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate management s internal comparison to our historical performance. In addition, management uses Adjusted EPS as a performance measure for our incentive compensation. The amounts excluded in the presentation of these non-GAAP financial measures may vary from period to period; accordingly, our presentation of Adjusted Net Income and Adjusted EPS may not be indicative of future adjustments or results. For example, for the six nine months ended June September 30, 2026, we had an expense of $19.7 $22.4 million related to restructuring costs. We included this as an adjustment in the reconciliation of Adjusted Net Income since the loss is not representative of our day-to-day operations, and this adjustment did not occur and is not included in the comparative period presented within this report.

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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.

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- 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.

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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 and the revenue from long-term ship charters. 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.

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Onboard and other primarily consists of direct costs incurred in connection with onboard and other revenue, including casino, beverage sales, and shore excursions and long-term ship charters to third parties.

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The Company remains below its optimal booked position for the next 12 months, as it continues to experience pressure from softer demand at Norwegian Cruise Line related to Company-specific execution challenges, as well as the ongoing conflict in the Middle East. As we look ahead, the full amenities at the Company s private island, Great Stirrup Cay, will be open to the public beginning September 4, including the pier and the new Great Tides Waterpark, the Great Life Lagoon and the nearby Splash Harbor, which we expect will improve demand to Caribbean itineraries over time.

Financing Transactions

In October 2026, NCLC issued $950.0 million aggregate principal amount of 8.750% senior unsecured notes due 2031. The net proceeds from the issuance of these notes, together with cash on hand, were used to (i) redeem all of the outstanding 6.125% senior notes due 2028, (ii) repay $380.0 million of outstanding borrowings under the Revolving Loan Facility and (iii) prepay approximately $42.2 million of outstanding borrowings under our export-credit backed financing facilities, in each case, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses. Concurrently with the issuance of these notes, NCLC entered into a third amendment to the Revolving Loan Facility, which was increased from approximately $2.5 billion to approximately $2.8 billion, and modifications were made to the collateral of the Revolving Loan Facility.

The Company s booked position for the next 12 months has improved modestly but remains below its optimal range. The expanded offering at Great Stirrup Cay, including the recently opened Great Tides Waterpark, together with the upcoming rollout of a new marketing platform and improvements to revenue management capabilities, including the implementation of the base-loading strategy across 2027 and 2028 sailings, is expected to support stronger demand and a healthier booking curve over time. For 2027, the Company s pricing is ahead of levels at the same time last year, while its booked position remains below the comparable prior-year position for the first half and is in line with the same time last year for the second half.

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In 2025, we initiated a fleet optimization strategy focused on addressing older vessels and enhancing the long term efficiency and competitiveness of our fleet. As part of this strategy, we entered into 10 year bareboat charter agreements for Norwegian Sky and Norwegian Sun. commencing The Norwegian Sky bareboat charter agreement commenced in late September 2026. and The Norwegian Sun bareboat charter agreement is expected to commence in late 2027. respectively. Each agreement includes a nominal purchase option.

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In July 2026, we entered into a memorandum of agreement for the sale of Oceania Sirena. The terms of the memorandum stipulate that the closing of the sale will take place during the three months ended September 30, 2026. In addition, a bareboat charter agreement is anticipated to be executed for Oceania Cruises to continue operating the vessel through the spring of 2028.

In September 2026, we sold Oceania Sirena, and we will continue to operate the vessel through the spring of 2028 under a bareboat charter.

Oceania Regatta is scheduled to commence commenced a two year time charter in late September 2026. At the conclusion of the initial term, the charter may be extended for multiple years or, alternatively, the vessel may be sold to a third party. cruise operator.

In October 2026, we entered into a memorandum of agreement for the sale of Oceania Insignia. The sale is expected to close in September 2027. We will continue to operate the vessel through the sale date.

In parallel, we have elected to retain and materially reposition Oceania Nautica. Following a comprehensive refurbishment, the vessel is expected to be renamed Oceania Aurelia in late 2027. The refurbishment is intended to significantly enhance the ship s guest experience and operational profile, enabling its redeployment on new itineraries and supporting its continued contribution to the fleet over the longer term.

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Total revenue increased 4.9% to $2.6 billion compared to $2.5 billion.

Gross margin decreased 3.8% to $804.1 million compared to $835.9 million. Adjusted Gross Margin increased 6.6% to $2.0 billion compared to $1.8 billion.

Adjusted EBITDA decreased 4.1% to $665.5 million compared to $694.0 million.

Our strategic cost optimization efforts are driving a disciplined, company-wide focus on identifying efficiencies and optimizing costs across the organization to expand margins. These initiatives are designed to deliver sustainable long-term value creation without compromising the guest experience or the quality of our offerings. We previously announced that we are taking steps to streamline the organization and better align resources in a manner that is expected to simultaneously drive revenue growth and manage costs, including executing savings initiatives targeting $125 million in expected annualized savings within marketing, general and administrative expense. These are long-term structural actions that we believe will help offset near-term pressures and position the business for stronger performance over time. During the second quarter of 2026, we ve advanced the Company s global business sourcing strategy through the consolidation of technology vendors as well as other salary and benefit savings, generating approximately $100 million of additional expected annualized run-rate savings, primarily from capital expenditures and marketing, general and administrative expense. The benefits of these latest incremental savings are expected to be realized over time and will have a limited impact on 2026 financial results. Beyond the financial impact, these efforts represent an evolution in our culture, embedding cost awareness, accountability, and continuous improvement into the way we operate.

We also advanced our global business sourcing strategy through the consolidation of technology vendors as well as other salary and benefit savings, generating approximately $100 million of additional expected run-rate savings, primarily from capital expenditures and marketing, general and administrative expense. Another approximately $100 million was identified in the third quarter of 2026 related to guest and crew air optimization and other tactical changes in promotional offerings, which primarily benefits Adjusted Gross Margin. These benefits are expected to be realized over time; however, continued cost discipline has contributed to lower-than-expected costs on a Capacity Day basis during the third quarter of 2026. Beyond the financial impact, these efforts represent an evolution in our culture, embedding cost awareness, accountability, and continuous improvement into the way we operate.

While macroeconomic and geopolitical headwinds and events, such as the ongoing conflict in the Middle East and misalignment between our commercial strategy and deployment, have and may continue to put pressures on revenue and fuel costs, we believe these impacts may be at least partially offset through the continued execution of our cost optimization efforts as well as our hedging strategy. Fuel is approximately 52% 48% hedged for the remainder of 2026, which we believe helps mitigate a portion of near-term fuel price volatility. 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. 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 for additional information.

Three months ended June September 30, 2026 ( 2026 ) compared to three months ended June September 30, 2025 ( 2025 )

Total revenue was comparable at $2.9 billion.

Net income and diluted EPS were $222.6 $491.5 million and $0.48, $1.07, respectively, compared to $30.0 $419.3 million and $0.07, $0.86, respectively.

Operating income was $363.3 $624.3 million compared to $423.8 $749.4 million.

Gross margin decreased 12.2% to $1.0 billion compared to $1.2 billion. Adjusted Gross Margin was comparable at $2.2 billion.

Adjusted Net Income and Adjusted EPS were $222.0 $513.8 million and $0.48, $1.12, respectively, in 2026, which included $(1.2) $22.3 million of adjustments. Adjusted Net Income and Adjusted EPS were $257.3 $595.8 million and $0.51, $1.20, respectively, in 2025, which included $227.3 $169.2 million of adjustments primarily related to certain euro foreign currency remeasurements and losses on extinguishment and modification of debt.

Adjusted EBITDA decreased 8.1% to $936.8 million compared to $1.0 billion.

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Net income (loss) and assumed conversion of exchangeable notes (10,303)

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Effect of dilutive securities - exchangeable notes (7)

Diluted weighted-average shares outstanding - Adjusted Net Income

Loss on ship disposal (7)

Diluted weighted-average shares outstanding - Net income (loss) and Adjusted Net Income

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(7) The impact of the above non-GAAP adjustments results in an anti-dilutive effect on Adjusted EPS related to our exchangeable notes for which we are increasing the impact on GAAP net income (loss) and dilutive weighted average shares.

(7) A loss on disposal related to the sale of Oceania Sirena, which is included in depreciation and amortization expense.

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(1) Primarily consists of gains and losses, net for foreign currency remeasurements. of our euro-denominated debt.

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Three months ended June September 30, 2026 ( 2026 ) compared to three months ended June September 30, 2025 ( 2025 )

Total revenue was $2.6 $2.9 billion in both 2026 and $2.5 billion in 2025. The revenue was flat primarily due to an increase in Capacity Days related to the delivery of new ships offset by a decrease in revenue per Capacity Day driven by a decline in ticket pricing.

Total cruise operating expense increased 8.9% 7.3% primarily due to the delivery of new ships. Total other operating expense increased 8.4% 3.3% in 2026 compared to 2025 primarily related to an increase in depreciation and amortization expense primarily related to the delivery of new ships, Additionally, we had an increase in marketing, general ship improvements and administrative expense from higher severance payments associated with a loss on disposal related to the restructuring. sale of Oceania Sirena.

Interest expense, net was $170.9 $170.5 million in 2026 compared to $236.8 $328.8 million in 2025. The change in interest expense primarily reflects losses in 2025 from extinguishment of debt and debt modification costs, which were $68.4 $154.5 million.

Other income (expense), net was income of $74.2 $30.9 million in 2026 compared to expense of $180.9 $13.0 million in 2025. The income and expense primarily related to net gains and losses on foreign currency remeasurements. of our euro-denominated debt.

Six Nine months ended June September 30, 2026 ( 2026 ) compared to six nine months ended June September 30, 2025 ( 2025 )

Total revenue was $5.0 $7.9 billion in 2026 and $4.6 $7.6 billion in 2025 primarily due to an increase in Capacity Days related to the delivery of new ships, partially offset by a decrease in revenue per Capacity Day driven by a decline in ticket pricing.

Total cruise operating expense increased 7.4% 7.3% primarily related to the delivery of new ships. Total other operating expense increased 12.0% 9.1% in 2026 compared to 2025 primarily related to an increase in marketing, general and administrative expense from higher advertising and promotions and severance payments associated with the restructuring. Additionally, we had an increase in depreciation and amortization expense primarily related to the delivery of new ships, ship improvements and a loss on disposal related to the sale of Oceania Sirena.

Interest expense, net was $336.9 $507.4 million in 2026 compared to $454.7 $783.5 million in 2025. The change in interest expense primarily reflects losses in 2025 from extinguishment of debt and debt modification costs, which were $118.0 $272.5 million.

Other income (expense), net was income of $33.5 $105.1 million in 2026 compared to expense of $156.4 $167.9 million in 2025. The income and expense primarily related to net gains and losses on foreign currency remeasurements. of our euro-denominated debt.

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As of June September 30, 2026, our liquidity was approximately $1.5 $1.4 billion, including cash and cash equivalents of $218.1 $256.5 million and $1.3 $1.1 billion available under our Revolving Loan Facility. Our primary ongoing liquidity requirements are to finance working capital, capital expenditures and debt service.

In October 2026, NCLC issued $950.0 million aggregate principal amount of 8.750% senior unsecured notes due 2031. The net proceeds from the issuance of these notes, together with cash on hand, were used to (i) redeem all of the outstanding 6.125% senior notes due 2028, (ii) repay $380.0 million of outstanding borrowings under the Revolving Loan Facility and (iii) prepay approximately $42.2 million of outstanding borrowings under our export-credit backed financing facilities, in each case, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses. Concurrently with the issuance of these notes, NCLC entered into a third amendment to the Revolving Loan Facility, which was increased from approximately $2.5 billion to approximately $2.8 billion, and modifications were made to the collateral of the Revolving Loan Facility.

See Note 7 Long-Term Debt for further details about the above financing transaction.

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 12 months, we may optimize our liquidity or pursue other refinancings in order to reduce interest expense and/or extend debt maturities. We expect to repay each of the remaining 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes in cash or refinance prior to maturity. 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 this Quarterly Report on Form 10-Q and 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, 2026, 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.

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The Company also has agreements with its credit card processors that govern the vast majority of advance ticket sales that are received by the Company relating to future voyages. These agreements allow the credit card processors to require, under certain circumstances, 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. As of June September 30, 2026, the Company was not required to maintain any reserve funds.

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In this section, references to 2026 refer to the six nine months ended June September 30, 2026 and references to 2025 refer to the six nine months ended June September 30, 2025.

Net cash provided by operating activities was $1.4 $1.7 billion in 2026 and $1.6 billion in 2025. The net cash provided by operating activities included net income or losses and timing differences in cash receipts and payments relating to operating assets and liabilities. Advance ticket sales increased by $482.0 million in 2026 and $708.1 million in 2025.

Net cash used in investing activities was $1.9 $2.2 billion in 2026 and $2.8 billion in 2025. The net cash used in investing activities was primarily related to the delivery of Norwegian Luna and was partially offset by proceeds from the sale of Oceania Sirena in 2026. The net cash used in investing activities was primarily related to the delivery of Norwegian Aqua and Oceania Allura in 2025.

Net cash provided by financing activities was $492.8 $534.9 million in 2026 primarily due to newbuild loans related to the delivery of Norwegian Luna and net receipts from our Revolving Loan Facility , partially offset by scheduled repayments of newbuild loans. Net cash provided by financing activities was $467.2 million $1.2 billion in 2025 primarily due to newbuild loans related to the delivery of Norwegian Aqua partially offset by payments on and Oceania Allura, net receipts from our Revolving Loan Facility and other newbuild loan facilities the impact of various note refinancings .

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Future capital commitments consist of contracted commitments, including ship construction contracts. Anticipated expenditures related to ship construction contracts and growth, which includes may include private island developments and enhancements and other strategic growth initiatives, were $1.3 $1.1 billion for the remainder of 2026 and $2.9 $3.1 billion and $1.8 billion for the years ending December 31, 2027 and 2028, respectively. The Company has export credit financing in place for the anticipated expenditures related to ship construction contracts of $0.7 $0.6 billion for the remainder of 2026 and $2.0 billion and $1.3 billion for the years ending December 31, 2027 and 2028, respectively. Anticipated other non-newbuild capital expenditures for the remainder of 2026 are approximately $0.2 $0.1 billion. Future expected capital expenditures will significantly increase our depreciation and amortization expense.

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Contract will be effective upon financing

Contract effective, but not yet financed

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Contract effective / financing is being negotiated

Contract effective / financed (3)

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Contract effective / financing is being negotiated

Contract effective / financed (3)

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As of June 30, 2026, the combined contract prices, including amendments and change orders, of the 12 ships on order that are effective were approximately 17.1 billion, or $19.5 billion based on the euro/U.S. dollar exchange rate as of

June As of September 30, 2026, the combined contract prices, including amendments and change orders, of the 13 ships on order that are effective were approximately 18.0 billion, or $20.4 billion based on the euro/U.S. dollar exchange rate as of September 30, 2026. 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, 2026 and 2025 was $24.0 $26.0 million and $21.4 $21.6 million, respectively, and for the six nine months ended June September 30, 2026 and 2025 was $47.9 $73.9 million and $43.9 $65.5 million, respectively, primarily associated with the construction of our newbuild ships.

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and 5 more changes in the filing

Market risk 5 changes

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As of June September 30, 2026, 88% of our debt was fixed and 12% was variable. As of December 31, 2025, 90% of our debt was fixed and 10% was variable. The change in our fixed rate percentage from December 31, 2025 to September 30, 2026 was primarily due to the addition of variable rate debt. Based on our June September 30, 2026 outstanding variable rate debt balance, a one percentage point increase in annual Term SOFR interest rates would increase our annual interest expense by approximately $15.3 $18.2 million excluding the effects of capitalization of interest.

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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, 2026, the payments not hedged aggregated 13.3 14.1 billion, or $15.2 $16.0 billion based on the euro/U.S. dollar exchange rate as of June September 30, 2026. As of December 31, 2025, the payments not hedged aggregated 16.4 billion, or $19.3 billion, based on the euro/U.S. dollar exchange rate as of December 31, 2025. The change from December 31, 2025 to June September 30, 2026 was primarily due to the addition of foreign currency derivatives, partially offset by newly effective ship construction contracts. We estimate that a 10% change in the euro as of June September 30, 2026 would result in a $1.5 $1.6 billion change in the U.S. dollar value of the foreign currency denominated remaining payments.

Additionally, we borrow certain 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 $32.7 $19.8 million and losses of $121.9 $4.7 million for the three months ended June September 30, 2026 and 2025, respectively, and gains of $70.3 $90.1 million and losses of $137.9 $133.3 million for the six nine months ended June September 30, 2026 and 2025, respectively. As of June September 30, 2026, the total aggregate euro-denominated debt balance not hedged was approximately 2.1 billion, or $2.4 billion based on the euro/U.S. dollar exchange rate as of June September 30, 2026. As of December 31, 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 December 31, 2025. The change from December 31, 2025 to June September 30, 2026 was primarily due to the delivery of Norwegian Luna, partially offset by additional foreign exchange forwards. We estimate that a 10% change in the euro as of June September 30, 2026 would result in a $240.1 $237.7 million change in the U.S. dollar value of the foreign currency denominated debt principal not hedged.

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 13.8% 11.7% and 10.8% 11.3% for the three months ended June September 30, 2026 and 2025, respectively, and was 13.1% 12.6% and 12.0% 11.8% for the six nine months ended June September 30, 2026 and 2025, respectively. We use fuel derivative agreements to mitigate the financial impact of fluctuations in fuel prices, and as of June September 30, 2026, we had hedged approximately 52% 48% and 38% 39% of our remaining 2026 and 2027 projected metric tons of fuel purchases, respectively. As of December 31, 2025, we had hedged approximately 51% and 22% of our 2026 and 2027 projected metric tons of fuel purchases, respectively. The percentage of fuel purchases hedged changed between December 31, 2025 and June September 30, 2026 primarily due to maturity of fuel swaps in 2026 and additional fuel swaps in 2027.

We estimate that a 10% increase in our weighted-average fuel price would increase our anticipated 2026 fuel expense by $39.7 $25.1 million. This increase would be offset by an increase in the fair value of all our fuel swap agreements of $18.5 $11.6 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.

Controls and procedures 2 changes

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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, 2026. 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 September 30, 2026 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.

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There have been no changes in our internal control over financial reporting during the quarter ended June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Risk factors 2 changes

We refer you to our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q 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 and this Quarterly Report on Form 10-Q, 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 has 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 and Quarterly Reports on Form 10-Q, 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.

Except as set forth below, there have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K and this Quarterly Report on Form 10-Q.

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Other information 1 change

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During the three months ended June September 30, 2026, none of our directors or officers subject to Section 16 of the Securities Exchange Act of 1934 adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

Exhibits 16 changes

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Directors Compensation Policy (effective May 7, 2026).***

Norwegian Cruise Line Holdings Indenture, dated October 15, 2026, between NCL Corporation Ltd., Amended as issuer, and Restated 2013 Performance Incentive Plan U.S. Bank Trust Company, National Association, as trustee (including the form of Notes) (incorporated herein by reference to Exhibit 10.1 4.1 to Norwegian Cruise Line Holdings Ltd. s Form 8-K filed on June 16, October 15, 2026 (File No. 001-35784)).

Third Amendment to the Seventh Amended and Restated Credit Agreement, dated October 15, 2026, 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 collateral agent, and the joint bookrunners and arrangers and co-documentation agents named therein (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd. s Form 8-K filed on October 15, 2026 (File No. 001-35784)).#

Employment Agreement by and between NCL (Bahamas) Ltd. and Meghan Montana, entered into on October 27, 2026 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd. s Form 8-K filed on October 29, 2026 (File No. 001-35784)).

Transition and Release Agreement by and between NCL (Bahamas) Ltd. and Mark A. Kempa, entered into on October 27, 2026 (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd. s Form 8-K filed on October 29, 2026 (File No. 001-35784)).

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Agreement restates previous versions of agreement.

The following unaudited consolidated financial statements from Norwegian Cruise Line Holdings Ltd. s Quarterly Report on Form 10 Q for the quarterly period ended June September 30, 2026, formatted in Inline XBRL:

(i) the Consolidated Statements of Operations for the three and six nine months ended June September 30, 2026 and 2025;

(ii) the Consolidated Statements of Comprehensive Income for the three and six nine months ended June September 30, 2026 and 2025;

(iii) the Consolidated Balance Sheets as of June September 30, 2026 and December 31, 2025;

(iv) the Consolidated Statements of Cash Flows for the six nine months ended June September 30, 2026 and 2025;

(v) the Consolidated Statements of Changes in Shareholders Equity for the three and six nine months ended June September 30, 2026 and 2025; and (vi) the Notes to the Consolidated Financial Statements.

The cover page from Norwegian Cruise Line Holdings Ltd. s Quarterly Report on Form 10-Q for the quarter ended June September 30, 2026, formatted in Inline XBRL and included in the interactive data files submitted as Exhibit 101.

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

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Dated: August 3, 2026

Dated: October 29, 2026