0001104659-26-054833.txt : 20260504 0001104659-26-054833.hdr.sgml : 20260504 20260504154458 ACCESSION NUMBER: 0001104659-26-054833 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 75 CONFORMED PERIOD OF REPORT: 20260331 FILED AS OF DATE: 20260504 DATE AS OF CHANGE: 20260504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Norwegian Cruise Line Holdings Ltd. CENTRAL INDEX KEY: 0001513761 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] ORGANIZATION NAME: 01 Energy & Transportation EIN: 980691007 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-35784 FILM NUMBER: 26937172 BUSINESS ADDRESS: STREET 1: 7665 CORPORATE DRIVE CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: 305-436-4000 MAIL ADDRESS: STREET 1: 7665 CORPORATE DRIVE CITY: MIAMI STATE: FL ZIP: 33126 10-Q 1 nclh-20260331x10q.htm 10-Q NORWEGIAN CRUISE LINE HOLDINGS LTD._March 31, 2026
0001513761--12-312026Q1http://fasb.org/us-gaap/2025#OtherAssetsNoncurrenthttp://www.nclhltd.com/20260331#AccruedLiabilitiesAndOtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrent0.0011http://fasb.org/us-gaap/2025#OtherAssetsNoncurrenthttp://www.nclhltd.com/20260331#AccruedLiabilitiesAndOtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2025#OtherAssetsNoncurrent http://fasb.org/us-gaap/2025#PrepaidExpenseAndOtherAssetsCurrenthttp://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrent http://www.nclhltd.com/20260331#AccruedLiabilitiesAndOtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2025#OtherAssetsNoncurrent http://fasb.org/us-gaap/2025#PrepaidExpenseAndOtherAssetsCurrenthttp://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrent http://www.nclhltd.com/20260331#AccruedLiabilitiesAndOtherLiabilitiesCurrent1false9800000004590998104552574890001513761us-gaap:StockCompensationPlanMember2026-01-012026-03-310001513761us-gaap:CommonStockMember2026-01-012026-03-310001513761us-gaap:CommonStockMember2025-01-012025-03-310001513761us-gaap:RetainedEarningsMember2026-03-310001513761us-gaap:CommonStockMember2026-03-310001513761us-gaap:AdditionalPaidInCapitalMember2026-03-310001513761us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310001513761us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-03-310001513761us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2026-03-310001513761us-gaap:RetainedEarningsMember2025-12-310001513761us-gaap:CommonStockMember2025-12-310001513761us-gaap:AdditionalPaidInCapitalMember2025-12-310001513761us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001513761us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-12-310001513761us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-12-310001513761us-gaap:RetainedEarningsMember2025-03-310001513761us-gaap:CommonStockMember2025-03-310001513761us-gaap:AdditionalPaidInCapitalMember2025-03-310001513761us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001513761us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-03-310001513761us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-03-310001513761us-gaap:RetainedEarningsMember2024-12-310001513761us-gaap:CommonStockMember2024-12-310001513761us-gaap:AdditionalPaidInCapitalMember2024-12-310001513761us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001513761us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-12-310001513761us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-12-310001513761nclh:TimeBasedOptionsMember2026-02-012026-02-280001513761nclh:TimeBasedUnitsMember2026-03-310001513761nclh:PerformanceBasedUnitsMember2026-03-310001513761nclh:MarketBasedRestrictedStockUnitsMember2026-03-310001513761nclh:TimeBasedUnitsMember2025-12-310001513761nclh:PerformanceBasedUnitsMember2025-12-310001513761srt:ManagementMembernclh:AwardedInMarch2026Membernclh:PerformanceBasedUnitsMember2026-03-012026-03-310001513761nclh:PresidentAndChiefExecutiveOfficerMemberus-gaap:RestrictedStockUnitsRSUMember2026-03-012026-03-310001513761nclh:PresidentAndChiefExecutiveOfficerMembernclh:MarketBasedRestrictedStockUnitsMember2026-03-012026-03-310001513761nclh:MarketBasedRestrictedStockUnitsMember2026-01-012026-03-310001513761nclh:TimeBasedUnitsMember2026-01-012026-03-310001513761nclh:PerformanceBasedUnitsMember2026-01-012026-03-310001513761nclh:EmployeeMembernclh:AwardedInMarch2026Membernclh:TimeBasedUnitsMember2026-03-012026-03-310001513761us-gaap:RestrictedStockUnitsRSUMember2026-03-012026-03-310001513761nclh:MarketBasedRestrictedStockUnitsMember2026-03-012026-03-310001513761us-gaap:PassengerMember2026-01-012026-03-310001513761srt:NorthAmericaMember2026-01-012026-03-310001513761srt:EuropeMember2026-01-012026-03-310001513761srt:AsiaPacificMember2026-01-012026-03-310001513761nclh:OtherCountryMember2026-01-012026-03-310001513761us-gaap:PassengerMember2025-01-012025-03-310001513761srt:NorthAmericaMember2025-01-012025-03-310001513761srt:EuropeMember2025-01-012025-03-310001513761srt:AsiaPacificMember2025-01-012025-03-310001513761nclh:OtherCountryMember2025-01-012025-03-310001513761us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2026-01-012026-03-310001513761us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-01-012025-03-310001513761us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMembernclh:DepreciationAndAmortizationExpenseMember2026-01-012026-03-310001513761nclh:FuelContractMemberus-gaap:CashFlowHedgingMembernclh:FuelExpenseMember2026-01-012026-03-310001513761us-gaap:CashFlowHedgingMemberus-gaap:OtherNonoperatingIncomeExpenseMember2026-01-012026-03-310001513761us-gaap:CashFlowHedgingMembernclh:FuelExpenseMember2026-01-012026-03-310001513761us-gaap:CashFlowHedgingMembernclh:DepreciationAndAmortizationExpenseMember2026-01-012026-03-310001513761us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMembernclh:DepreciationAndAmortizationExpenseMember2025-01-012025-03-310001513761nclh:FuelContractMemberus-gaap:CashFlowHedgingMembernclh:FuelExpenseMember2025-01-012025-03-310001513761us-gaap:CashFlowHedgingMemberus-gaap:OtherNonoperatingIncomeExpenseMember2025-01-012025-03-310001513761us-gaap:CashFlowHedgingMembernclh:FuelExpenseMember2025-01-012025-03-310001513761us-gaap:CashFlowHedgingMembernclh:DepreciationAndAmortizationExpenseMember2025-01-012025-03-310001513761us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMember2026-01-012026-03-310001513761nclh:FuelContractMemberus-gaap:CashFlowHedgingMember2026-01-012026-03-310001513761us-gaap:CashFlowHedgingMember2026-01-012026-03-310001513761us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMember2025-01-012025-03-310001513761nclh:FuelContractMemberus-gaap:CashFlowHedgingMember2025-01-012025-03-310001513761us-gaap:CashFlowHedgingMember2025-01-012025-03-310001513761us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310001513761us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001513761us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-01-012025-03-310001513761us-gaap:RetainedEarningsMember2026-01-012026-03-310001513761us-gaap:RetainedEarningsMember2025-01-012025-03-3100015137612019-08-272019-08-2700015137612022-12-300001513761nclh:ExchangeableSeniorNotesTwoDue2030Memberus-gaap:FairValueInputsLevel2Member2026-03-310001513761nclh:ExchangeableSeniorNotesTwoDue2027Memberus-gaap:FairValueInputsLevel2Member2026-03-310001513761nclh:ExchangeableSeniorNotesDue2030Memberus-gaap:FairValueInputsLevel2Member2026-03-310001513761nclh:ExchangeableSeniorNotesDue2027Memberus-gaap:FairValueInputsLevel2Member2026-03-310001513761nclh:ExchangeableSeniorNotesTwoDue2030Memberus-gaap:FairValueInputsLevel2Member2025-12-310001513761nclh:ExchangeableSeniorNotesTwoDue2027Memberus-gaap:FairValueInputsLevel2Member2025-12-310001513761nclh:ExchangeableSeniorNotesDue2030Memberus-gaap:FairValueInputsLevel2Member2025-12-310001513761nclh:ExchangeableSeniorNotesDue2027Memberus-gaap:FairValueInputsLevel2Member2025-12-310001513761nclh:SeniorSecuredRevolvingCreditFacilityMember2026-03-310001513761nclh:FuelContractMemberus-gaap:CashFlowHedgingMemberus-gaap:OtherNonoperatingIncomeExpenseMember2026-01-012026-03-310001513761nclh:FuelContractMemberus-gaap:CashFlowHedgingMemberus-gaap:OtherNonoperatingIncomeExpenseMember2025-01-012025-03-310001513761us-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2026-03-310001513761us-gaap:ForeignExchangeContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-03-310001513761nclh:FuelContractMemberus-gaap:NondesignatedMember2026-03-310001513761nclh:FuelContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-03-310001513761nclh:FuelContractMemberus-gaap:NondesignatedMember2026-01-012026-03-310001513761nclh:FuelContractMember2026-01-012026-03-310001513761us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-01-012026-03-310001513761us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-03-310001513761nclh:AccruedExpensesAndOtherLiabilitiesMemberus-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2026-03-310001513761nclh:AccruedExpensesAndOtherLiabilitiesMemberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-03-310001513761us-gaap:OtherNoncurrentLiabilitiesMembernclh:FuelContractMemberus-gaap:NondesignatedMember2025-12-310001513761us-gaap:OtherNoncurrentLiabilitiesMembernclh:FuelContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001513761nclh:AccruedExpensesAndOtherLiabilitiesMemberus-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2025-12-310001513761nclh:AccruedExpensesAndOtherLiabilitiesMemberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001513761nclh:AccruedExpensesAndOtherLiabilitiesMembernclh:FuelContractMemberus-gaap:NondesignatedMember2025-12-310001513761us-gaap:NondesignatedMember2025-12-310001513761us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-03-310001513761us-gaap:PrepaidExpensesAndOtherCurrentAssetsMembernclh:FuelContractMemberus-gaap:NondesignatedMember2026-03-310001513761us-gaap:PrepaidExpensesAndOtherCurrentAssetsMembernclh:FuelContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-03-310001513761us-gaap:OtherNoncurrentAssetsMemberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-03-310001513761us-gaap:OtherNoncurrentAssetsMembernclh:FuelContractMemberus-gaap:NondesignatedMember2026-03-310001513761us-gaap:OtherNoncurrentAssetsMembernclh:FuelContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-03-310001513761us-gaap:NondesignatedMember2026-03-310001513761us-gaap:DesignatedAsHedgingInstrumentMember2026-03-310001513761us-gaap:DerivativeMember2026-03-310001513761us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001513761nclh:AccruedExpensesAndOtherLiabilitiesMembernclh:FuelContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001513761us-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001513761us-gaap:DerivativeMember2025-12-310001513761nclh:NorwegianAquaTermLoanMember2026-03-310001513761nclh:ExchangeableSeniorNotesTwoDue2030Member2026-03-310001513761nclh:ExchangeableSeniorNotesTwoDue2027Member2026-03-310001513761nclh:ExchangeableSeniorNotesDue2030Member2026-03-310001513761nclh:ExchangeableSeniorNotesDue2027Member2026-03-310001513761nclh:ExchangeableSeniorNotesTwoDue2030Member2025-12-310001513761nclh:ExchangeableSeniorNotesTwoDue2027Member2025-12-310001513761nclh:ExchangeableSeniorNotesDue2030Member2025-12-310001513761nclh:ExchangeableSeniorNotesDue2027Member2025-12-310001513761us-gaap:ServiceOtherMembernclh:SingleReportableSegmentMember2026-01-012026-03-310001513761us-gaap:FoodAndBeverageMembernclh:SingleReportableSegmentMember2026-01-012026-03-310001513761nclh:OnboardAndOtherMembernclh:SingleReportableSegmentMember2026-01-012026-03-310001513761nclh:FuelExpenseMembernclh:SingleReportableSegmentMember2026-01-012026-03-310001513761nclh:CommissionsTransportationAndOtherMembernclh:SingleReportableSegmentMember2026-01-012026-03-310001513761us-gaap:ServiceOtherMember2026-01-012026-03-310001513761us-gaap:FoodAndBeverageMember2026-01-012026-03-310001513761nclh:PayrollAndRelatedMember2026-01-012026-03-310001513761nclh:OnboardAndOtherMember2026-01-012026-03-310001513761nclh:FuelExpenseMember2026-01-012026-03-310001513761nclh:CommissionsTransportationAndOtherMember2026-01-012026-03-310001513761us-gaap:ServiceOtherMembernclh:SingleReportableSegmentMember2025-01-012025-03-310001513761us-gaap:FoodAndBeverageMembernclh:SingleReportableSegmentMember2025-01-012025-03-310001513761nclh:OnboardAndOtherMembernclh:SingleReportableSegmentMember2025-01-012025-03-310001513761nclh:FuelExpenseMembernclh:SingleReportableSegmentMember2025-01-012025-03-310001513761nclh:CommissionsTransportationAndOtherMembernclh:SingleReportableSegmentMember2025-01-012025-03-310001513761us-gaap:ServiceOtherMember2025-01-012025-03-310001513761us-gaap:FoodAndBeverageMember2025-01-012025-03-310001513761nclh:PayrollAndRelatedMember2025-01-012025-03-310001513761nclh:OnboardAndOtherMember2025-01-012025-03-310001513761nclh:FuelExpenseMember2025-01-012025-03-310001513761nclh:CommissionsTransportationAndOtherMember2025-01-012025-03-310001513761us-gaap:PassengerMembercountry:USus-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMember2026-01-012026-03-310001513761us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMember2026-01-012026-03-3100015137612025-03-3100015137612024-12-310001513761us-gaap:SellingGeneralAndAdministrativeExpensesMember2026-01-012026-03-310001513761nclh:PayrollAndRelatedMember2026-01-012026-03-310001513761us-gaap:SellingGeneralAndAdministrativeExpensesMember2025-01-012025-03-310001513761nclh:PayrollAndRelatedMember2025-01-012025-03-310001513761us-gaap:CreditCardReceivablesMember2026-03-310001513761us-gaap:CreditCardReceivablesMember2025-12-310001513761srt:MinimumMembernclh:MarketBasedRestrictedStockUnitsMember2026-03-012026-03-310001513761srt:MaximumMembernclh:MarketBasedRestrictedStockUnitsMember2026-03-012026-03-310001513761nclh:ShipsLaunchingPeriodIn2032And2035Membernclh:ShipConstructionContractsMember2026-03-310001513761nclh:ShipsLaunchingPeriodIn2034And2036Membernclh:ShipConstructionContractsMember2026-03-310001513761nclh:ShipsLaunchingPeriodIn2027And2028Membernclh:ShipConstructionContractsMember2026-03-310001513761nclh:ShipsLaunchingPeriodIn2026Through2036Membernclh:ShipConstructionContractsMember2026-03-310001513761nclh:ShipsLaunchingPeriodIn2030Through2037Member2026-03-310001513761nclh:ShipsLaunchingPeriodIn2027Through2037Member2026-03-310001513761nclh:ShipsLaunchingPeriodIn2027And2028Member2026-03-310001513761nclh:ShipsLaunchingPeriodIn2026Through2037Member2026-03-310001513761nclh:ShipsLaunchingPeriodIn2026Through2036Member2026-03-310001513761nclh:ShipsLaunchingPeriodIn2027And2028Membersrt:MaximumMembernclh:ShipConstructionContractsMember2026-03-310001513761nclh:ShipsLaunchingPeriodIn2030Through2037Membernclh:ShipConstructionContractsMember2026-03-310001513761nclh:ShipsLaunchingPeriodIn2027Through2037Membernclh:ShipConstructionContractsMember2026-03-310001513761nclh:ShipsLaunchingPeriodIn2026Through2030Membernclh:ShipConstructionContractsMember2026-03-310001513761nclh:NorwegianLunaTermLoanMember2026-03-310001513761nclh:ShipConstructionContractsMember2026-03-310001513761us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001513761us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-3100015137612025-01-012025-03-310001513761nclh:PayrollAndRelatedMembernclh:SingleReportableSegmentMember2026-01-012026-03-310001513761nclh:SingleReportableSegmentMember2026-01-012026-03-310001513761nclh:PayrollAndRelatedMembernclh:SingleReportableSegmentMember2025-01-012025-03-310001513761nclh:SingleReportableSegmentMember2025-01-012025-03-3100015137612026-03-3100015137612025-12-3100015137612026-04-2200015137612026-01-012026-03-31xbrli:sharesiso4217:USDiso4217:EURxbrli:purenclh:itemiso4217:USDxbrli:sharesutr:Tnclh:segment

​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

​

For the quarterly period ended March 31, 2026

OR

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

​

For the transition period from                      to                     

Commission File Number: 001-35784

NORWEGIAN CRUISE LINE HOLDINGS LTD.

(Exact name of registrant as specified in its charter)

​

Bermuda

  ​ ​ ​

98-0691007

(State or other jurisdiction of incorporation or organization)

​

(I.R.S. Employer Identification No.)

​

​

​

7665 Corporate Center Drive, Miami, Florida 33126

​

33126

(Address of principal executive offices)

​

(zip code)

​

(305) 436-4000

(Registrant’s telephone number, including area code)

N/A

​

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

​

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

​

Title of each class

  ​ ​ ​

Trading Symbol(s)

  ​ ​ ​

Name of each exchange on which registered

Ordinary shares, par value $0.001 per share

 

NCLH

 

The New York Stock Exchange

​

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

​

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

​

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

​

​

​

Large accelerated filer ⌧

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

​

​

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

​

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

​

There were 459,110,140 ordinary shares outstanding as of April 22, 2026.

​

​

​

​

TABLE OF CONTENTS

​

​

​

​

​

​

  ​

​

  ​ ​ ​

Page

PART I. FINANCIAL INFORMATION

​

​

​

​

​

​

​

Item 1.

​

Financial Statements

​

3

​

​

​

​

​

Item 2.

​

Management’s Discussion and Analysis of Financial Condition and Results of Operations

​

23

​

​

​

​

​

Item 3.

​

Quantitative and Qualitative Disclosures About Market Risk

​

38

​

​

​

​

​

Item 4.

​

Controls and Procedures

​

39

​

​

​

​

​

PART II. OTHER INFORMATION

​

​

​

​

​

​

​

Item 1.

​

Legal Proceedings

​

39

​

​

​

​

​

Item 1A.

​

Risk Factors

​

40

​

​

​

​

​

Item 5.

​

Other Information

​

41

​

​

​

​

​

Item 6.

​

Exhibits

​

42

​

​

​

​

​

SIGNATURES

​

44

​

​

​

​

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Operations

(Unaudited)

(in thousands, except share and per share data)

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Revenue

 

​

  ​

 

​

  ​

Passenger ticket

​

$

1,542,321

​

$

1,418,684

Onboard and other

​

 

788,900

​

 

708,869

Total revenue

​

 

2,331,221

​

 

2,127,553

Cruise operating expense

​

 

​

​

 

  ​

Commissions, transportation and other

​

 

397,605

​

 

395,343

Onboard and other

​

 

151,868

​

 

138,858

Payroll and related

​

 

380,216

​

 

334,504

Fuel

​

 

168,926

​

 

175,014

Food

​

 

80,682

​

 

75,588

Other

​

 

198,584

​

 

184,631

Total cruise operating expense

​

 

1,377,881

​

 

1,303,938

Other operating expense

​

 

  ​

​

 

  ​

Marketing, general and administrative

​

 

459,681

​

 

391,376

Depreciation and amortization

​

 

260,716

​

 

231,297

Total other operating expense

​

 

720,397

​

 

622,673

Operating income

​

 

232,943

​

 

200,942

Non-operating income (expense)

​

 

​

​

 

​

Interest expense, net

​

 

(165,987)

​

 

(217,872)

Other income (expense), net

​

 

40,703

​

 

(24,505)

Total non-operating income (expense)

​

 

(125,284)

​

 

(242,377)

Net income (loss) before income taxes

​

 

107,659

​

 

(41,435)

Income tax benefit (expense)

​

 

(2,993)

​

 

1,140

Net income (loss)

​

$

104,666

​

$

(40,295)

Weighted-average shares outstanding

​

 

  ​

​

 

  ​

Basic

​

 

456,654,579

​

 

441,147,186

Diluted

​

 

466,145,101

​

 

441,147,186

Earnings (loss) per share

​

 

  ​

​

 

  ​

Basic

​

$

0.23

​

$

(0.09)

Diluted

​

$

0.23

​

$

(0.09)

​

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

​

3

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(in thousands)

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Net income (loss)

​

$

104,666

​

$

(40,295)

Other comprehensive income:

​

 

  ​

​

 

  ​

Shipboard Retirement Plan

​

 

43

​

 

16

Cash flow hedges:

​

 

​

​

 

​

Net unrealized gain

​

 

125,139

​

 

30,825

Amount realized and reclassified into earnings

​

 

(1,589)

​

 

4,073

Total other comprehensive income

​

 

123,593

​

 

34,914

Total comprehensive income (loss)

​

$

228,259

​

$

(5,381)

​

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

​

4

Norwegian Cruise Line Holdings Ltd.

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)

​

​

​

​

​

​

​

​

​

March 31, 

​

December 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Assets

 

​

  ​

 

​

  ​

Current assets:

 

​

  ​

 

​

  ​

Cash and cash equivalents

​

$

185,047

​

$

209,893

Accounts receivable, net

​

 

277,100

​

 

291,659

Inventories

​

 

162,718

​

 

138,181

Prepaid expenses and other assets

​

 

682,959

​

 

498,808

Total current assets

​

 

1,307,824

​

 

1,138,541

Property and equipment, net

​

 

20,189,081

​

 

19,068,807

Goodwill

​

 

135,764

​

 

135,764

Trade names

​

 

500,525

​

 

500,525

Other long-term assets

​

 

1,661,659

​

 

1,697,764

Total assets

​

$

23,794,853

​

$

22,541,401

Liabilities and shareholders’ equity

​

 

  ​

​

 

  ​

Current liabilities:

​

 

  ​

​

 

  ​

Current portion of long-term debt

​

$

1,175,479

​

$

875,899

Accounts payable

​

 

184,672

​

 

169,655

Accrued expenses and other liabilities

​

 

1,138,335

​

 

1,206,430

Advance ticket sales

​

 

3,718,873

​

 

3,200,593

Total current liabilities

​

 

6,217,359

​

 

5,452,577

Long-term debt

​

 

13,979,393

​

 

13,730,277

Other long-term liabilities

​

 

1,166,655

​

 

1,148,659

Total liabilities

​

 

21,363,407

​

 

20,331,513

Commitments and contingencies (Note 10)

​

 

  ​

​

 

  ​

Shareholders’ equity:

​

 

  ​

​

 

  ​

Ordinary shares, $0.001 par value; 980,000,000 shares authorized; 459,099,810 shares issued and outstanding at March 31, 2026 and 455,257,489 shares issued and outstanding at December 31, 2025

​

 

459

​

 

455

Additional paid-in capital

​

 

8,220,727

​

 

8,227,432

Accumulated other comprehensive income (loss)

​

 

(327,772)

​

 

(451,365)

Accumulated deficit

​

 

(5,461,968)

​

 

(5,566,634)

Total shareholders’ equity

​

 

2,431,446

​

 

2,209,888

Total liabilities and shareholders’ equity

​

$

23,794,853

​

$

22,541,401

​

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

​

5

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Cash flows from operating activities

 

​

  ​

 

​

  ​

Net income (loss)

​

$

104,666

​

$

(40,295)

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

​

 

  ​

​

 

  ​

Depreciation and amortization expense

​

​

281,388

​

 

250,535

Loss on extinguishment of debt

​

 

—

​

 

49,529

Share-based compensation expense

​

 

23,365

​

 

20,281

Net foreign currency adjustments on euro-denominated debt

​

 

(37,638)

​

 

16,013

Other, net

​

​

1,813

​

​

1,344

Changes in operating assets and liabilities:

​

 

​

​

 

​

Accounts receivable, net

​

 

13,690

​

 

(50,220)

Inventories

​

 

(27,654)

​

 

(6,135)

Prepaid expenses and other assets

​

 

(87,953)

​

 

(75,976)

Accounts payable

​

 

33,595

​

 

10,700

Accrued expenses and other liabilities

​

 

(31,185)

​

 

(162,488)

Advance ticket sales

​

 

537,364

​

 

665,933

Net cash provided by operating activities

​

 

811,451

​

 

679,221

Cash flows from investing activities

​

 

  ​

​

 

  ​

Additions to property and equipment, net

​

 

(1,436,667)

​

 

(1,525,220)

Other, net

​

​

(3,156)

​

​

(7,022)

Net cash used in investing activities

​

 

(1,439,823)

​

 

(1,532,242)

Cash flows from financing activities

​

 

  ​

​

 

  ​

Repayments of long-term debt

​

 

(608,410)

​

 

(2,723,237)

Proceeds from long-term debt

​

 

1,260,848

​

 

3,679,114

Net share settlement of restricted share units

​

 

(30,055)

​

 

(23,805)

Early redemption premium

​

 

—

​

 

(38,379)

Deferred financing fees and other

​

 

(18,857)

​

 

(47,078)

Net cash provided by financing activities

​

 

603,526

​

 

846,615

Net decrease in cash and cash equivalents

​

 

(24,846)

​

 

(6,406)

Cash and cash equivalents at beginning of period

​

 

209,893

​

 

190,765

Cash and cash equivalents at end of period

​

$

185,047

​

$

184,359

​

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

​

6

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

(in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended March 31, 2026

​

​

​

​

​

​

​

​

Accumulated 

​

​

​

​

​

​

​

​

​

​

​

Additional

​

Other

​

​

​

Total

​

​

Ordinary 

​

Paid-in 

​

Comprehensive

​

Accumulated

​

Shareholders’

​

  ​ ​ ​

Shares

  ​ ​ ​

Capital

  ​ ​ ​

Income (Loss)

  ​ ​ ​

Deficit

  ​ ​ ​

Equity

Balance, December 31, 2025

 

$

455

​

$

8,227,432

​

$

(451,365)

​

$

(5,566,634)

​

$

2,209,888

Share-based compensation

 

​

—

 

​

23,365

 

​

—

 

​

—

 

​

23,365

Issuance of shares under employee-related plans

 

​

4

 

​

(4)

 

​

—

 

​

—

 

​

—

Net share settlement of restricted share units

 

​

—

 

​

(30,055)

 

​

—

 

​

—

 

​

(30,055)

Other

​

​

—

​

​

(11)

​

​

—

​

​

—

​

​

(11)

Other comprehensive income, net

 

​

—

 

​

—

 

​

123,593

 

​

—

 

​

123,593

Net income

 

​

—

 

​

—

 

​

—

 

​

104,666

 

​

104,666

Balance, March 31, 2026

​

$

459

​

$

8,220,727

​

$

(327,772)

​

$

(5,461,968)

​

$

2,431,446

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended March 31, 2025

​

  ​ ​ ​

​

​

​

​

​

​

Accumulated 

  ​ ​ ​

​

​

  ​ ​ ​

​

​

​

​

​

​

​

Additional

​

Other

​

​

​

Total

​

​

Ordinary 

​

Paid-in 

​

Comprehensive

​

Accumulated

​

Shareholders’

​

  ​ ​ ​

Shares

  ​ ​ ​

Capital

  ​ ​ ​

Income (Loss)

  ​ ​ ​

Deficit

  ​ ​ ​

Equity

Balance, December 31, 2024

 

$

440

​

$

7,921,918

​

$

(507,039)

​

$

(5,989,880)

​

$

1,425,439

Share-based compensation

 

​

—

 

​

20,281

 

​

—

 

​

—

 

​

20,281

Issuance of shares under employee-related plans

 

​

3

 

​

(3)

 

​

—

 

​

—

 

​

—

Net share settlement of restricted share units

 

​

—

 

​

(23,805)

 

​

—

 

​

—

 

​

(23,805)

Other comprehensive income, net

​

​

—

 

​

—

 

​

34,914

 

​

—

 

​

34,914

Net loss

 

​

—

​

​

—

​

​

—

​

​

(40,295)

​

​

(40,295)

Balance, March 31, 2025

​

$

443

​

$

7,918,391

​

$

(472,125)

​

$

(6,030,175)

​

$

1,416,534

​

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

​

​

​

7

Norwegian Cruise Line Holdings Ltd.

Notes to Consolidated Financial Statements

(Unaudited)

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

References to the “U.S.” are to the United States of America, “dollar(s)” or “$” are to U.S. dollars and “euro(s)” or “€” are to the official currency of the Eurozone. We refer you to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Terminology” for the capitalized terms used and not otherwise defined throughout these notes to our consolidated financial statements.

1.   Description of Business and Organization

We are a leading global cruise company, which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. As of March 31, 2026, we had 35 ships with approximately 75,000 Berths. 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 to be delivered in 2033 and 2036 and the Sonata Class Ship and Norwegian Cruise Line ship that are both to be delivered in 2037 will be effective upon financing.

​

​

2.   Summary of Significant Accounting Policies

Liquidity

As of March 31, 2026, we had liquidity of approximately $1.6 billion, including cash and cash equivalents of $185.0 million and $1.4 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.

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

Basis of Presentation

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

Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire fiscal year. Historically, demand for cruises has been strongest during the Northern Hemisphere’s summer months. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025, which are included in our most recent Annual Report on Form 10-K filed with the SEC on March 2, 2026.

8

Earnings Per Share

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

A reconciliation between basic and diluted earnings per share was as follows (in thousands, except share and per share data):

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Net income (loss)

​

$

104,666

​

$

(40,295)

Effect of dilutive securities - exchangeable notes

​

​

771

​

​

—

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

​

$

105,437

​

$

(40,295)

Basic weighted-average shares outstanding

​

 

456,654,579

​

 

441,147,186

Dilutive effect of share awards

​

 

3,789,904

​

 

—

Dilutive effect of exchangeable notes

​

​

5,700,618

​

​

—

Diluted weighted-average shares outstanding

​

 

466,145,101

​

 

441,147,186

Basic EPS

​

$

0.23

​

$

(0.09)

Diluted EPS

​

$

0.23

​

$

(0.09)

​

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. During the three months ended March 31, 2026, the 2027 2.5% Exchangeable Notes were anti-dilutive. For the three months ended March 31, 2025, each of the then outstanding 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 months ended March 31, 2026, 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 March 31, 2026 and 2025, a total of 0.7 million and 79.6 million shares, respectively, have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

​

9

Segment Reporting

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

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Total revenue

​

$

2,331,221

​

$

2,127,553

Cruise operating expense

​

​

​

​

​

​

Commissions, transportation and other

​

​

397,605

​

​

395,343

Onboard and other

​

​

151,868

​

​

138,858

Adjusted payroll and related (1)

​

​

374,379

​

​

329,127

Fuel

​

​

168,926

​

​

175,014

Food

​

​

80,682

​

​

75,588

Other

​

​

198,584

​

​

184,631

Adjusted total cruise operating expense

​

​

1,372,044

​

​

1,298,561

Other operating expense

​

​

​

​

​

​

Adjusted marketing, general and administrative (2)

​

​

426,280

​

​

375,919

Depreciation and amortization

​

​

260,716

​

​

231,297

Adjusted total other operating expense

​

​

686,996

​

​

607,216

Adjusted operating income

​

$

272,181

​

$

221,776

​

​

​

​

​

​

​

Adjusted operating income

​

$

272,181

​

$

221,776

Non-cash compensation, severance and professional advisory fees (3)

​

​

(39,238)

​

​

(20,834)

Interest expense, net

​

​

(165,987)

​

​

(217,872)

Other income (expense), net

​

​

40,703

​

​

(24,505)

Net income (loss) before income taxes

​

$

107,659

​

$

(41,435)

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

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Service cost

​

$

614

​

$

553

​

(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 and the cash portion of our restructuring costs related to certain employee terminations as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Professional advisory fees

​

$

5,067

​

$

—

Severance payments and other fees

​

​

10,192

​

​

—

​

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

​

​

​

10

Foreign Currency

The majority of our transactions are settled in U.S. dollars. We remeasure assets and liabilities denominated in foreign currencies at exchange rates in effect at the balance sheet date. The resulting gains or losses are recognized in our consolidated statements of operations within other income (expense), net. We recognized a gain of $38.8 million and a loss of $22.5 million for the three months ended March 31, 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.

Depreciation and Amortization Expense

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 included in interest expense, net.

Recently Issued Accounting Guidance

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain costs and expenses, including employee compensation, and requires other improvements to disclosures. The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The update may be applied on a prospective or retrospective basis. We are evaluating the impact of ASU 2024-03 on our notes to the consolidated financial statements.

​

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes the prescriptive software development stages and replaces them with a probable-to-complete recognition threshold. These changes also apply to website development costs. The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The update may be applied using a prospective, modified or retrospective transition approach. We will evaluate the impact of ASU 2025-06 on our consolidated financial statements.

In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements (“ASU 2025-09”), which updates the guidance to more closely align hedge accounting with the economics of an entity’s risk management activities. Among other things, ASU 2025-09 expands the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge by allowing similar risks instead of shared risks and expands hedge accounting for forecasted purchases of nonfinancial assets (for example, fuel) by permitting hedge accounting for eligible components of forecasted transactions and subcomponents of explicitly referenced components in an agreement’s pricing formula. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The update shall be applied on a prospective basis; however, upon adoption, entities are permitted to modify certain critical terms of certain existing hedging relationships without dedesignating the hedge. We are evaluating the impact of ASU 2025-09 on our consolidated financial statements.

11

3.   Revenue Recognition

Disaggregation of Revenue

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

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

North America

​

$

1,766,251

​

$

1,446,728

Europe

​

 

31,941

​

 

73,250

Asia-Pacific

​

 

366,737

​

 

405,789

Other

​

​

166,292

​

​

201,786

Total revenue

​

$

2,331,221

​

$

2,127,553

​

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.

Geographic Concentration

Although we sell cruises on an international basis, our passenger ticket revenue is primarily attributed to U.S.-sourced guests who make reservations through the U.S. Our revenue attributable to U.S.-sourced guests has approximated 84% of total revenue over the preceding three fiscal years. No other individual country’s revenues exceed 10% in any given period.

Contract Balances

Receivables from customers are included within accounts receivable, net. As of March 31, 2026 and December 31, 2025, our receivables from customers were $100.4 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 March 31, 2026 and December 31, 2025, our contract liabilities were $2.8 billion and $2.3 billion, respectively. Of the amounts included within contract liabilities as of March 31, 2026, approximately 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 three months ended March 31, 2026, $1.7 billion of revenue recognized was included in the contract liability balance at the beginning of the period.

​

​

​

4.   Leases

Operating Leases - Lessee

​

Operating lease balances were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

Balance Sheet location

  ​ ​ ​

March 31, 2026

 

December 31, 2025

Operating leases

 

  ​

 

​

  ​

​

​

  ​

Right-of-use assets

 

Other long-term assets

​

$

1,087,506

​

$

1,089,709

Current operating lease liabilities

 

Accrued expenses and other liabilities

​

​

33,284

​

​

32,064

Non-current operating lease liabilities

 

Other long-term liabilities

​

​

894,497

​

​

897,899

​

​

12

Operating Leases - Lessor

In March 2026, we executed a long-term lease for Seven Seas Navigator. The lease will commence in December 2027 and has a term of nine years unless a purchase option is exercised prior to the end of the term. There are multiple purchase options through the end of the lease term, which decline in value annually. The lease is expected to be an operating lease. The aggregate undiscounted lease payments to be received throughout the terms of the agreements, including variable payments, are expected to be approximately $100 million excluding the impact of the purchase options.

​

5.   Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) for the three months ended March 31, 2026 was as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended March 31, 2026

​

​

  ​ ​ ​

​

​

  ​ ​ ​

​

​

​

Change

​

​

​

Accumulated

​

Change

​

Related to

​

​

​

Other

​

Related to

​

Shipboard

​

​

​

Comprehensive

​

Cash Flow

​

Retirement

​

​

  ​ ​ ​

Income (Loss)

  ​ ​ ​

Hedges

​

 Plan

​

Accumulated other comprehensive income (loss) at beginning of period

​

$

(451,365)

​

$

(457,603)

​

$

6,238

  ​

Current period other comprehensive income before reclassifications

​

 

125,139

​

 

125,139

  ​

 

—

  ​

Amounts reclassified into earnings

​

 

(1,546)

​

 

(1,589)

(1)

 

43

(2)

Accumulated other comprehensive income (loss) at end of period

​

$

(327,772)

​

$

(334,053)

(3)

$

6,281

  ​

​

Accumulated other comprehensive income (loss) for the three months ended March 31, 2025 was as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended March 31, 2025

​

​

  ​ ​ ​

​

​

  ​ ​ ​

​

​

​

Change

 

​

​

Accumulated

​

Change

​

Related to

​

​

​

Other

​

Related to

​

Shipboard

​

​

​

Comprehensive

​

Cash Flow

​

Retirement

​

​

  ​ ​ ​

Income (Loss)

  ​ ​ ​

Hedges

​

 Plan

​

Accumulated other comprehensive income (loss) at beginning of period

 

$

(507,039)

​

$

(514,243)

​

$

7,204

 

Current period other comprehensive income before reclassifications

 

 

30,825

 

 

30,825

  ​

 

—

 

Amounts reclassified into earnings

 

 

4,089

 

 

4,073

(1)

 

16

(2)

Accumulated other comprehensive income (loss) at end of period

 

$

(472,125)

 

$

(479,345)

​

$

7,220

 

(1)We refer you to Note 8 – “Fair Value Measurements and Derivatives” for the affected line items in the consolidated statements of operations.
(2)Amortization of prior-service cost and actuarial loss reclassified to other income (expense), net.
(3)Includes $86.9 million of gains expected to be reclassified into earnings in the next 12 months.

​

13

6.Property and Equipment, Net

Property and equipment, net increased $1.1 billion for the three months ended March 31, 2026 primarily due to the delivery of Norwegian Luna.

7.   Long-Term Debt

In March 2026, we took delivery of Norwegian Luna. We had export credit financing in place for 80% of the contract price. The associated €1.0 billion term loan bears interest at a fixed rate of 1.91% per annum with a maturity date of February 25, 2038. Principal and interest payments are payable semiannually.

Exchangeable Notes

The following is a summary of NCLC’s exchangeable notes as of March 31, 2026 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unamortized

​

​

​

​

​

​

​

​

​

​

Principal

​

Deferred

​

Net Carrying

​

Fair Value

​

  ​ ​ ​

Amount

  ​ ​ ​

Financing Fees

  ​ ​ ​

Amount

  ​ ​ ​

Amount

  ​ ​ ​

Leveling

2027 1.125% Exchangeable Notes (1)

​

$

192,037

​

$

(866)

​

$

191,171

​

$

186,654

​

Level 2

2027 2.5% Exchangeable Notes (1)

​

​

24,138

​

​

(119)

​

​

24,019

​

​

23,718

​

Level 2

2030 0.875% Exchangeable Notes

​

​

353,876

​

​

(2,680)

​

​

351,196

​

​

350,458

​

Level 2

2030 0.750% Exchangeable Notes

​

​

1,407,000

​

​

(24,044)

​

​

1,382,956

​

​

1,248,783

​

Level 2

(1)Classified within current portion of long-term debt as of March 31, 2026.

The following is a summary of NCLC’s exchangeable notes as of December 31, 2025 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unamortized

​

​

​

​

​

​

​

​

​

​

Principal

​

Deferred

​

Net Carrying

​

Fair Value

​

  ​ ​ ​

Amount

  ​ ​ ​

Financing Fees

  ​ ​ ​

Amount

  ​ ​ ​

Amount

  ​ ​ ​

Leveling

2027 1.125% Exchangeable Notes

​

$

192,037

​

$

(1,097)

​

$

190,940

​

$

190,988

​

Level 2

2027 2.5% Exchangeable Notes

​

​

24,138

​

​

(149)

​

​

23,989

​

​

24,285

​

Level 2

2030 0.875% Exchangeable Notes

​

​

353,876

​

​

(2,829)

​

​

351,047

​

​

387,692

​

Level 2

2030 0.750% Exchangeable Notes

​

​

1,407,000

​

​

(25,139)

​

​

1,381,861

​

​

1,354,111

​

Level 2

​

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

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

​

2026

  ​ ​ ​

2025

Coupon interest

​

$

4,045

​

$

12,238

Amortization of deferred financing fees

​

​

1,703

​

​

2,481

Total

​

$

5,748

​

$

14,719

​

As of March 31, 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.

​

​

14

Debt Repayments

The following are scheduled principal repayments on our long-term debt including exchangeable notes, portions of which can be settled in NCLH ordinary shares, and finance lease obligations as of March 31, 2026 (in thousands):

​

​

​

​

​

Year

  ​ ​ ​

Amount

Remainder of 2026

​

$

718,364

2027

​

 

1,108,536

2028

​

 

1,343,762

2029

​

 

1,367,656

2030

​

 

3,822,427

2031

​

​

1,868,199

Thereafter

​

 

5,380,563

Total

​

$

15,609,507

​

Debt Covenants

As of March 31, 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 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.

8.   Fair Value Measurements and Derivatives

Fair value is defined as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

Derivatives are generally recorded at fair value. Contracts that are designated as normal purchases and normal sales are not recorded at fair value. The normal purchases and normal sales exception requires, among other things, physical delivery in quantities expected to be used or sold over a reasonable period in the normal course of business. All of our allowance purchase agreements related to the European Union’s Emissions Trading System meet the criteria specified for this exception.

Fair Value Hierarchy

The following hierarchy for inputs used in measuring fair value should maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most observable inputs be used when available:

Level 1      Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement dates.

Level 2      Significant other observable inputs that are used by market participants in pricing the asset or liability based on market data obtained from independent sources.

Level 3      Significant unobservable inputs we believe market participants would use in pricing the asset or liability based on the best information available.

Derivatives

We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We attempt to minimize these risks through a combination of our normal operating and financing activities and through the use of derivatives. We assess whether derivatives used in hedging transactions are “highly effective” in offsetting

15

changes in the cash flow of our hedged forecasted transactions. We use qualitative assessments or regression analysis for hedge relationships, and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings. There are no amounts excluded from the assessment of hedge effectiveness, except when the hedged item is a contractually specified component, and there are no credit-risk-related contingent features in our derivative agreements. We monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. Credit risk, including but not limited to counterparty non-performance under derivatives, is not considered significant as we primarily conduct business with large, well-established financial institutions with which we have established relationships, and which have credit risks acceptable to us, or the credit risk is spread out among many creditors. We do not anticipate non-performance by any of our significant counterparties.

As of March 31, 2026, we had fuel swaps designated as hedges, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 642 thousand metric tons of our projected fuel purchases, maturing through December 31, 2027.

As of March 31, 2026, we also had fuel swaps pertaining to approximately 27 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through October 31, 2027.

As of March 31, 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 €3.1 billion, or $3.6 billion based on the euro/U.S. dollar exchange rate as of March 31, 2026.

As of March 31, 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 €262.3 million, or $303.0 million based on the euro/U.S. dollar exchange rate as of March 31, 2026.

​

16

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Assets

​

Liabilities

​

​

​

​

March 31, 

​

December 31, 

​

March 31, 

​

December 31, 

​

  ​ ​ ​

Balance Sheet Location

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Derivative Contracts Designated as Hedging Instruments

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fuel contracts

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Prepaid expenses and other assets

​

$

100,943

​

$

—

​

$

—

​

$

—

​

​

Other long-term assets

​

​

24,129

​

​

—

​

​

—

​

​

—

​

​

Accrued expenses and other liabilities

​

​

—

​

​

116

​

​

—

​

​

16,302

​

​

Other long-term liabilities

​

 

—

​

 

—

​

 

—

​

 

7,829

Foreign currency contracts

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Prepaid expenses and other assets

​

 

19,087

​

 

33,307

​

 

—

​

 

—

​

​

Other long-term assets

​

 

2,562

​

 

—

​

 

601

​

 

—

​

​

Accrued expenses and other liabilities

​

 

—

​

 

—

​

 

18,837

​

 

2,434

​

​

Other long-term liabilities

​

 

—

​

 

—

​

 

5,348

​

 

—

Total derivatives designated as hedging instruments

​

$

146,721

​

$

33,423

​

$

24,786

​

$

26,565

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Derivative Contracts Not Designated as Hedging Instruments

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fuel contracts

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Prepaid expenses and other assets

​

$

4,410

​

$

—

​

$

—

​

$

—

​

​

Other long-term assets

​

​

112

​

​

—

​

​

—

​

​

—

​

​

Accrued expenses and other liabilities

​

​

—

​

​

—

​

​

—

​

​

1,024

​

​

Other long-term liabilities

​

​

—

​

 

—

​

 

—

​

 

114

Foreign currency contracts

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accrued expenses and other liabilities

​

​

—

​

​

—

​

​

4,127

​

​

594

Total derivatives not designated as hedging instruments

​

$

4,522

​

$

—

​

$

4,127

​

$

1,732

Total derivatives

​

​

​

$

151,243

​

$

33,423

​

$

28,913

​

$

28,297

​

The fair values of swap and forward contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The Company determines the value of options and collars utilizing an option pricing model based on inputs that are either readily available in public markets or can be derived from information available in publicly quoted markets. The option pricing model used by the Company is an industry standard model for valuing options and is used by the broker/dealer community. The inputs to this option pricing model are the option strike price, underlying price, risk-free rate of interest, time to expiration, and volatility. The fair value of option contracts considers both the intrinsic value and any remaining time value associated with those derivatives that have not yet settled. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values.

Our derivatives and financial instruments were categorized as Level 2 in the fair value hierarchy, and we had no derivatives or financial instruments categorized as Level 1 or Level 3. Our derivative contracts include rights of offset with our counterparties. We have elected to net certain assets and liabilities within counterparties when the rights of offset exist. We are not required to post cash collateral related to our derivative instruments.

​

17

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross 

​

​

​

​

Gross

​

​

​

​

​

Gross 

​

Amounts 

​

Total Net

​

Amounts 

​

​

​

March 31, 2026

  ​ ​ ​

Amounts

  ​ ​ ​

Offset

  ​ ​ ​

Amounts

  ​ ​ ​

Not Offset

  ​ ​ ​

Net Amounts

Assets

​

$

151,243

​

$

(601)

​

$

150,642

​

$

(150,380)

​

$

262

Liabilities

​

​

28,312

​

​

—

​

​

28,312

​

​

(28,312)

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross

​

​

​

​

Gross

​

​

​

​

​

Gross

​

Amounts

​

Total Net

​

Amounts

​

​

​

December 31, 2025

  ​ ​ ​

Amounts

  ​ ​ ​

Offset

  ​ ​ ​

Amounts

  ​ ​ ​

Not Offset

  ​ ​ ​

Net Amounts

Assets

​

$

33,307

​

$

—

​

$

33,307

​

$

(33,307)

​

$

—

Liabilities

​

​

28,297

​

​

(116)

​

​

28,181

​

​

(3,028)

​

​

25,153

​

The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) include the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Location of Gain

  ​ ​ ​

​

​

  ​ ​ ​

​

​

​

​

​

​

​

​

​

​

(Loss) Reclassified

​

​

​

​

​

​

​

​

​

​

​

​

​

​

from Accumulated

​

Amount of Gain (Loss) Reclassified

​

​

Amount of Gain (Loss)

​

Other Comprehensive

​

from Accumulated Other

​

​

Recognized in Other

​

Income (Loss) into

​

Comprehensive Income

Derivatives

  ​ ​ ​

Comprehensive Loss

  ​ ​ ​

Income (Expense)

  ​ ​ ​

(Loss) into Income (Expense)

​

​

Three Months

​

Three Months

​

​

​

Three Months

​

Three Months

​

​

Ended

​

Ended

​

​

​

Ended

​

Ended

​

  ​ ​ ​

March 31, 2026

  ​ ​ ​

March 31, 2025

​

​

  ​ ​ ​

March 31, 2026

  ​ ​ ​

March 31, 2025

Fuel contracts

 

$

162,316

​

$

10,672

​

Fuel

 

$

5,007

​

$

290

Fuel contracts

​

​

—

​

​

—

​

Other income (expense), net

​

​

705

​

​

(244)

Foreign currency contracts

 

 

(37,177)

​

 

20,153

​

Depreciation and amortization

 

 

(4,123)

​

 

(4,119)

Total gain (loss) recognized in other comprehensive income (loss)

 

$

125,139

​

$

30,825

​

  ​

 

$

1,589

​

$

(4,073)

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended March 31, 2026

​

Three Months Ended March 31, 2025

​

​

​

​

​

Depreciation 

​

​

​

​

​

​

​

Depreciation 

​

​

​

​

​

​

​

​

and 

​

Other Income

​

​

​

​

and 

​

Other Income

​

  ​ ​ ​

Fuel

  ​ ​ ​

Amortization

  ​ ​ ​

 (Expense), net

  ​ ​ ​

Fuel

  ​ ​ ​

Amortization

  ​ ​ ​

 (Expense), net

Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded

​

$

168,926

​

$

260,716

​

$

40,703

​

$

175,014

​

$

231,297

​

$

(24,505)

​

​

​

  ​

​

​

  ​

​

​

​

​

​

  ​

​

​

  ​

​

​

​

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

 

​

  ​

 

​

  ​

 

​

​

 

​

  ​

 

​

  ​

​

 

  ​

Fuel contracts

 

​

5,007

 

​

—

 

​

—

 

​

290

 

​

—

​

​

—

Foreign currency contracts

 

​

—

​

​

(4,123)

 

​

—

 

​

—

 

​

(4,119)

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fuel contracts

​

​

—

​

​

—

​

​

705

​

​

—

​

​

—

​

​

(244)

​

​

18

Long-Term Debt

As of March 31, 2026 and December 31, 2025, the fair value of our long-term debt, including the current portion, was $14.4 billion and $14.1 billion, respectively, which was $1.2 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.

Other

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

​

​

9.   Employee Benefits and Share-Based Compensation

Restricted Share Unit Awards

In March 2026, NCLH granted 5.0 million time-based restricted share unit awards (“RSUs”) to our employees, which primarily vest in substantially equal installments over three years. Additionally, in March 2026, NCLH granted 1.3 million performance-based restricted share units (“PSUs”) to certain members of our management team, which vest upon the achievement of certain pre-established performance targets established through 2028 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2029.

In connection with Mr. Chidsey’s appointment as President and Chief Executive Officer, NCLH granted him a one-time inducement equity award consisting of 967,254 RSUs and 1,172,638 target market-based restricted share units (“MSUs”). The RSUs vest in substantially equal installments over four years. The MSUs are eligible to vest at the end of a four-year performance period based on the NCLH’s absolute total shareholder return compound annual growth rate, with payout ranging from 0% to 200% of target. These awards were granted outside the Amended and Restated 2013 Performance Incentive Plan and were approved by NCLH’s Compensation Committee in reliance on the employment inducement exemption under Section 303A.08 of the New York Stock Exchange’s Listed Company Manual.

The fair value of the MSUs is estimated using a Monte Carlo model due to the market condition. The below table summarizes the key inputs used in the Monte Carlo simulation:

​

​

​

​

Dividend yield

 

—%

Expected share price volatility

 

54.77%

Risk-free interest rate

 

3.96%

Expected term

 

3.77 years

​

Expected volatility was determined based on a blend of implied volatility and historical volatility of our share price over a period commensurate with the remaining term of the measurement period. The risk-free rate was based on U.S. Treasury zero coupon issues with a remaining term equal to the remaining term of the measurement period.

​

19

The following is a summary of restricted share unit activity for the three months ended March 31, 2026:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of

​

Weighted-

​

Number of

​

Weighted-

​

Number of

​

Weighted-

​

​

Time-Based

​

Average Grant

​

Performance-

​

Average Grant

​

Market-

​

Average Grant 

​

  ​ ​ ​

Awards

  ​ ​ ​

Date Fair Value

  ​ ​ ​

Based Awards

  ​ ​ ​

Date Fair Value

  ​ ​ ​

Based Awards

  ​ ​ ​

Date Fair Value

Non-vested as of January 1, 2026

 

8,537,656

​

$

19.95

 

2,521,536

​

$

19.97

 

—

​

$

—

Granted

 

6,145,765

​

​

20.08

​

1,304,731

(1)

​

21.02

​

2,345,276

(1)

​

24.24

Vested

 

(4,483,402)

​

​

19.02

​

(579,244)

​

​

18.00

 

—

​

​

—

Forfeited or expired

 

(509,082)

​

​

20.24

​

(203,920)

​

​

17.21

 

—

​

​

—

Non-vested as of March 31, 2026

 

9,690,937

​

​

20.45

 

3,043,103

​

​

20.98

 

2,345,276

​

​

24.24

(1)Number of PSUs and MSUs included assumes maximum achievement.

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

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

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Payroll and related expense

​

$

5,223

​

$

4,824

Marketing, general and administrative expense

​

 

18,142

​

 

15,457

Total share-based compensation expense

​

$

23,365

​

$

20,281

​

​

10.   Commitments and Contingencies

​

Ship Construction Contracts

For the Norwegian brand, we have two Prima Class Ships on order, each at approximately 170,000 Gross Tons and 3,880 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 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 March 31, 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 $19.8 billion based on the euro/U.S. dollar exchange rate as of March 31, 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 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. 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.

​

​

20

As of March 31, 2026, our minimum annual payments for non-cancelable ship construction contracts were as follows (in thousands):

​

​

​

​

​

Year

  ​ ​ ​

Amount

Remainder of 2026

​

$

1,206,068

2027

​

​

2,470,973

2028

​

 

1,485,225

2029

​

 

1,291,444

2030

​

 

3,275,989

2031

​

 

205,453

Thereafter

​

 

9,087,177

Total minimum annual payments

​

$

19,022,329

​

Litigation

​

Investigations

​

In March 2020, the Florida Attorney General announced an investigation related to the Company’s marketing during the COVID-19 pandemic. Following the announcement of the investigation by the Florida Attorney General, we received notifications from other attorneys general and governmental agencies that they are conducting similar investigations. This matter has been resolved in its entirety, which includes the resolution and disposition of all investigations and related proceedings conducted by the attorneys general of all relevant jurisdictions.

​

Helms-Burton Act

On August 27, 2019, a lawsuit was filed against Norwegian Cruise Line Holdings Ltd. in the United States District Court for the Southern District of Florida under Title III of the Cuban Liberty and Solidarity (Libertad) Act of 1996, also known as the Helms-Burton Act. The complaint, filed by Havana Docks Corporation (the “Havana Docks Matter”), alleges it holds an interest in the Havana Cruise Port Terminal, which was expropriated by the Cuban Government. The complaint further alleges that the Company “trafficked” in the property by embarking and disembarking passengers at the facility, as well as profiting from the Cuban Government’s possession of the property. The plaintiff seeks all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs. After various motions challenging the sufficiency of plaintiff’s complaint were resolved and voluminous discovery was completed, both sides filed motions for summary judgment. On March 21, 2022, the court issued an order granting plaintiff’s motion for summary judgment on the issue of liability and denying the Company’s cross-motion for summary judgment. The court scheduled a trial on determination of damages only for November 2022. The plaintiff elected to seek what the court ruled to be its baseline statutory damage amount, which was the amount of the certified claim plus interest, trebled and with attorneys’ fees. Given this, there was no fact issue to be tried, and the matter was removed from the trial calendar. On December 30, 2022, the court entered a final judgment of approximately $112.9 million and, on January 23, 2023, the Company filed a notice of appeal from that judgment. On April 12, 2023, the Company posted a sufficient supersedeas bond with the court to prevent any efforts by the plaintiff to collect on the judgment pending the appeal. On 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. We believe that the likelihood of loss related to this matter is reasonably possible but not probable at this time; therefore, no liability has been recorded.

Other

In the normal course of our business, various other claims and lawsuits have been filed or are pending against us. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of our liability is typically limited to our deductible amount. Nonetheless, the ultimate outcome of these claims and lawsuits that are not covered by insurance cannot be determined at this time. We have evaluated our overall exposure with respect to all of our threatened

21

and pending litigation and, to the extent required, we have accrued amounts for all estimable probable losses associated with our deemed exposure. We are currently unable to estimate any other potential losses beyond those accrued as discovery is not complete nor is adequate information available to estimate such range of loss or potential recovery. However, based on our current knowledge, we do not believe that the aggregate amount or range of reasonably possible losses with respect to these matters will be material to our consolidated results of operations, financial condition or cash flows. We intend to vigorously defend our legal position on all claims and, to the extent necessary, seek recovery.

Other Contingencies

​

The Company also has agreements with its credit card processors that govern 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 March 31, 2026, the Company was not required to maintain any reserve funds.

​

​

11.   Other Income (Expense), Net

For the three months ended March 31, 2026 and 2025, other income (expense), net was income of $40.7 million and expense of $24.5 million, respectively, was primarily due to net gains and losses on foreign currency remeasurements of our euro-denominated debt.

​

12.   Supplemental Cash Flow Information

For the three months ended March 31, 2026 and 2025, we had non-cash investing activities consisting of changes in accruals related to property and equipment of $59.9 million and $4.0 million, respectively.

​

​

​

​

22

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

​

Cautionary Statement Concerning Forward-Looking Statements

Some of the statements, estimates or projections contained in this report are “forward-looking statements” within the meaning of the U.S. federal securities laws intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained, or incorporated by reference, in this report, including, without limitation, our expectations regarding our results of operations, future financial position, including our liquidity requirements and future capital expenditures, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, including with respect to refinancing, amending the terms of, or extending the maturity of our indebtedness, our ability to comply with covenants under our debt agreements, expectations regarding our exchangeable notes, valuation and appraisals of our assets, expectations regarding our deferred tax assets and valuation allowances, expected fleet additions and deliveries, including expected timing 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:

●adverse general economic factors, such as fluctuating or increasing levels of interest rates, inflation, unemployment, underemployment, tariff increases and trade wars, the volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence;
●our indebtedness and restrictions in the agreements governing our indebtedness that require us to maintain minimum levels of liquidity and be in compliance with maintenance covenants and otherwise limit our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements;
●our ability to work with lenders and others or otherwise pursue options to defer, renegotiate, refinance or restructure our existing debt profile, near-term debt amortization, newbuild-related payments and other obligations and to work with credit card processors to satisfy current or potential future demands for collateral on cash advanced from customers relating to future cruises;
●our need for additional financing or financing to optimize our balance sheet, which may not be available on favorable terms, or at all, and our outstanding exchangeable notes and any future financing which may be dilutive to existing shareholders;
●shareholder activism and/or proxy contests;

​

●the unavailability of ports of call and the impacts of port and destination fees and expenses;
●future increases in the price of, or major changes, disruptions or reductions in, commercial airline services;
●changes involving the tax and environmental regulatory regimes in which we operate, including new and existing regulations aimed at reducing greenhouse gas emissions;
●the accuracy of any appraisals of our assets;
●our success in controlling operating expenses and capital expenditures;

23

●adverse events impacting the security of travel, or customer perceptions of the security of travel, such as terrorist acts, geopolitical conflict, armed conflict or threats thereof, acts of piracy, and other international events;
●public health crises and their effect on the ability or desire of people to travel (including on cruises);
●adverse incidents involving cruise ships;
●our ability to maintain and strengthen our brand;
●breaches in data security or other disturbances to our information technology systems and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection;
●changes in fuel prices and the type of fuel we are permitted to use and/or other cruise operating costs;
●mechanical malfunctions and repairs, delays in our shipbuilding program, maintenance and refurbishments and the consolidation of qualified shipyard facilities;
●the risks and increased costs associated with operating internationally;
●our inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues;
●impacts related to climate change and our ability to achieve our climate-related or other sustainability goals;
●our inability to obtain adequate insurance coverage;
●implementing precautions in coordination with regulators and global public health authorities to protect the health, safety and security of guests, crew and the communities we visit and to comply with related regulatory restrictions;
●pending or threatened litigation, investigations and enforcement actions;
●volatility and disruptions in the global credit and financial markets, which may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees;
●our reliance on third parties to provide hotel management services for certain ships and certain other services;
●fluctuations in foreign currency exchange rates;
●our expansion into new markets and investments in new markets, businesses and land-based destination projects;
●overcapacity in key markets or globally; and
●other factors set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026 (our “Annual Report on Form 10-K”).

The above examples are not exhaustive and new risks emerge from time to time. There may be additional risks that we currently consider immaterial or which are unknown. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we expect to operate in the future. You are cautioned not to place undue reliance on the forward-

24

looking statements included in this report, which speak only as of the date made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

Furthermore, certain statements in this report, particularly pertaining to our sustainability performance, goals and initiatives, are subject to additional risks and uncertainties that could significantly affect our future financial condition and results of operations, as well as our ability to achieve our environmental goals. These risks and uncertainties may cause results to differ materially and adversely from those expressed in any of our forward-looking statements. Additionally, we may provide information herein that is not necessarily “material” under the federal securities laws for SEC reporting purposes but that is informed by various standards and frameworks (including standards for the measurement of underlying data) and the interest of various stakeholders. However, we cannot guarantee strict adherence to framework recommendations and much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change, and our disclosures based on these frameworks may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policy, or other factors, some of which may be beyond our control.

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

Terminology

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

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

●2027 1.125% Exchangeable Notes. On November 19, 2021, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, NCLC issued $1,150.0 million aggregate principal amount of exchangeable senior notes due 2027.
●2027 2.5% Exchangeable Notes. On February 15, 2022, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, NCLC issued $473.2 million aggregate principal amount of exchangeable senior notes due 2027.
●2030 0.875% Exchangeable Notes. On April 7, 2025, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank Trust Company, National Association, as trustee, NCLC issued $353.9 million aggregate principal amount of exchangeable senior notes due 2030.
●2030 0.750% Exchangeable Notes. On September 11, 2025, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank Trust Company, National Association, as trustee, NCLC issued $1,407.0 million aggregate principal amount of exchangeable senior notes due 2030.
●Adjusted EBITDA. EBITDA adjusted for other income (expense), net and other supplemental adjustments.
●Adjusted EPS. Adjusted Net Income divided by the number of diluted weighted-average shares outstanding.

25

●Adjusted Gross Margin. Gross margin adjusted for payroll and related, fuel, food, other and ship depreciation. Gross margin is calculated pursuant to GAAP as total revenue less total cruise operating expense and ship depreciation.
●Adjusted Net Cruise Cost Excluding Fuel. Net Cruise Cost Excluding Fuel adjusted for supplemental adjustments.
●Adjusted Net Income. Net income (loss) adjusted for the effect of dilutive securities and other supplemental adjustments.
●Berths. Double occupancy capacity per cabin (single occupancy per studio cabin) even though many cabins can accommodate three or more passengers.
●Capacity Days. Berths available for sale multiplied by the number of cruise days for the period for ships in service.
●Dry-dock. A process whereby a ship is positioned in a large basin where all of the fresh/sea water is pumped out in order to carry out cleaning and repairs of those parts of a ship which are below the water line.
●EBITDA. Earnings before interest, taxes, and depreciation and amortization.
●EPS. Earnings (loss) per share.
●GAAP. Generally accepted accounting principles in the U.S.
●Gross Cruise Cost. The sum of total cruise operating expense and marketing, general and administrative expense.
●Gross Tons. A unit of enclosed passenger space on a cruise ship, such that one gross ton equals 100 cubic feet or 2.831 cubic meters.
●Net Cruise Cost. Gross Cruise Cost less commissions, transportation and other expense and onboard and other expense.
●Net Cruise Cost Excluding Fuel. Net Cruise Cost less fuel expense.
●Net Yield. Adjusted Gross Margin per Capacity Day.
●Occupancy Percentage. The ratio of Passenger Cruise Days to Capacity Days. A percentage greater than 100% indicates that three or more passengers occupied some cabins.
●Passenger Cruise Days. The number of passengers carried for the period, multiplied by the number of days in their respective cruises.
●Prestige Class Ships. Regent’s Seven Seas Prestige and three additional ships on order.
●Prima Class Ships. Norwegian Prima, Norwegian Viva, Norwegian Aqua, Norwegian Luna, Norwegian Aura and one additional ship on order.
●Revolving Loan Facility. Approximately $2.5 billion senior secured revolving credit facility.
●SEC. U.S. Securities and Exchange Commission.

26

●Shipboard Retirement Plan. An unfunded defined benefit pension plan for certain crew members which computes benefits based on years of service, subject to certain requirements.
●Sonata Class Ships. Oceania Sonata, Oceania Arietta and three additional ships on order.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures, such as Adjusted Gross Margin, Net Yield, Net Cruise Cost, Adjusted Net Cruise Cost Excluding Fuel, Adjusted EBITDA, 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, we believe changes in Adjusted Gross Margin, Net Yield, Net Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to be the most relevant indicators of our performance.

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

In addition, Adjusted Net Income 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 three months ended March 31, 2026, we had an expense of $12.2 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.

In 2025 and 2026, we drew down on euro-denominated debt for three newbuilds that is primarily unhedged, and we expect to take delivery of ships that have euro-denominated debt in the future. Due to the significant increase in our euro-denominated debt in 2025 and 2026 and the fact that a substantial portion of our debt is in dollars, we have included the related net foreign currency remeasurement losses as a supplemental adjustment in our calculation of Adjusted Net Income and Adjusted EPS. To ensure comparability, we have retrospectively applied this adjustment to the corresponding periods in 2025, using a consistent methodology. The quantitative impact of these adjustments is presented in the accompanying reconciliation tables within this report. Non-GAAP diluted weighted-average shares are calculated using the treasury stock method to calculate the effect of restricted share units and options and the if-converted method to calculate the effect of convertible instruments. This is the same methodology that is used when calculating GAAP diluted weighted-average shares. However, the determination of whether the shares are dilutive or anti-dilutive is made independently on a GAAP and non-GAAP net income or loss basis, and therefore, the number of diluted weighted-average shares outstanding for GAAP and non-GAAP may be different.

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

27

presentation. Our non-GAAP financial measures have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Our presentation of our non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our non-GAAP financial measures may not be comparable to other companies. Please see a historical reconciliation of these measures to the most comparable GAAP measure presented in our consolidated financial statements below in the “Results of Operations” section.

Financial Presentation

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

Our cruise operating expense is classified as follows:

●Commissions, transportation and other primarily consists of direct costs associated with passenger ticket revenue. These costs include travel advisor commissions, air and land transportation expenses, related credit card fees, certain government taxes, fees and port expenses and the costs associated with shore excursions and hotel accommodations included as part of the overall cruise purchase price.
●Onboard and other primarily consists of direct costs incurred in connection with onboard and other revenue, including casino, beverage sales and shore excursions.
●Payroll and related consists of the cost of wages, benefits and logistics for shipboard employees and costs of certain inventory items, including food, for a third party that provides crew and other hotel services for certain ships.
●Fuel includes fuel costs, the impact of certain fuel hedges and fuel delivery costs.
●Food consists of food costs for passengers and crew on certain ships.
●Other consists of repairs and maintenance (including Dry-dock costs), ship insurance and other ship expenses.

Critical Accounting Policies

​

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

​

Update on Bookings

The Company remains below its optimal booking range following certain execution missteps, exacerbated by softer demand related to heightened geopolitical uncertainty. Recent events related to the conflict in the Middle East have impacted bookings across all three brands, especially in Europe during the summer season. While the near-term environment remains challenging, the Company is taking targeted actions to better align commercial strategy, including

28

marketing, with deployment and revenue management, with the benefits of these actions expected to materialize gradually over time.

Fleet Optimization Strategy

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 in late 2026 and late 2027, respectively. Each agreement includes a nominal purchase option.

In 2026, we further executed this strategy by entering into a nine‑year bareboat charter agreement for Seven Seas Navigator, scheduled to commence in late 2027 and also inclusive of a purchase option.

Oceania Regatta is scheduled to commence a two‑year time charter in late 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 parallel, we have elected to retain and materially reposition Oceania Nautica. Following a comprehensive refurbishment, the vessel is expected to be renamed 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.

We continue to evaluate strategic alternatives for other older vessels in the fleet, including potential sales or long‑term charter arrangements, as part of our ongoing fleet optimization strategy.

Strategic Cost Optimization and Macroeconomic Trends

Our strategic cost optimization efforts are driving a disciplined, company-wide focus on identifying efficiencies and optimizing costs across the organization. These initiatives are designed to deliver sustainable long-term value creation without compromising the guest experience or the quality of our offerings. 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 annual 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. 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 conflict involving Iran, or misalignment between our commercial strategy and deployment have and may 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 51% hedged for 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.

Quarterly Overview

Three months ended March 31, 2026 (“2026”) compared to three months ended March 31, 2025 (“2025”)

●Total revenue increased 9.6% to $2.3 billion compared to $2.1 billion.
●Net income (loss) and diluted EPS were $104.7 million and $0.23, respectively, compared to $(40.3) million and $(0.09), respectively.

29

●Operating income was $232.9 million compared to $200.9 million.
●Gross margin increased 16.6% to $712.1 million compared to $610.9 million. Adjusted Gross Margin increased 11.8% to $1.8 billion compared to $1.6 billion.
●Adjusted Net Income and Adjusted EPS were $107.5 million and $0.23, respectively, in 2026, which included $2.1 million of non-GAAP adjustments. Adjusted Net Income and Adjusted EPS were $46.5 million and $0.10, respectively, in 2025, which included $86.8 million of non-GAAP adjustments primarily related to losses on extinguishment and modification of debt.
●Adjusted EBITDA improved 17.6% to $532.9 million compared to $453.1 million.

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

Results of Operations

The following table sets forth selected statistical information:

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

​

2026

  ​ ​ ​

2025

​

Passengers carried

861,060

 

669,099

​

Passenger Cruise Days

6,634,526

 

5,787,243

​

Capacity Days

6,392,969

 

5,700,563

​

Occupancy Percentage

103.8

%

101.5

%

​

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

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

​

2026

  ​ ​ ​

2025

Total revenue

​

$

2,331,221

​

$

2,127,553

Less:

​

​

​

​

​

​

Total cruise operating expense

​

 

1,377,881

​

 

1,303,938

Ship depreciation

​

 

241,228

​

 

212,763

Gross margin

​

​

712,112

​

​

610,852

Ship depreciation

​

​

241,228

​

​

212,763

Payroll and related

​

​

380,216

​

​

334,504

Fuel

​

​

168,926

​

​

175,014

Food

​

​

80,682

​

​

75,588

Other

​

​

198,584

​

​

184,631

Adjusted Gross Margin

​

$

1,781,748

​

$

1,593,352

Capacity Days

​

​

6,392,969

​

​

5,700,563

Gross margin per Capacity Day

​

$

111.39

​

$

107.16

Net Yield

​

$

278.70

​

$

279.51

​

​

30

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

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Total cruise operating expense

​

$

1,377,881

​

$

1,303,938

Marketing, general and administrative expense

​

 

459,681

​

 

391,376

Gross Cruise Cost

​

 

1,837,562

​

 

1,695,314

Less:

​

 

  ​

​

 

  ​

Commissions, transportation and other expense

​

 

397,605

​

 

395,343

Onboard and other expense

​

 

151,868

​

 

138,858

Net Cruise Cost

​

 

1,288,089

​

 

1,161,113

Less: Fuel expense

​

 

168,926

​

 

175,014

Net Cruise Cost Excluding Fuel

​

 

1,119,163

​

 

986,099

Less Other Non-GAAP Adjustments:

​

 

  ​

​

 

  ​

Non-cash deferred compensation (1)

​

 

614

​

 

553

Non-cash share-based compensation (2)

​

​

21,340

​

​

20,281

Professional advisory fees (3)

​

 

5,067

​

 

—

Restructuring costs (4)

​

​

12,217

​

​

—

Adjusted Net Cruise Cost Excluding Fuel

​

$

1,079,925

​

$

965,265

Capacity Days

​

 

6,392,969

​

 

5,700,563

Gross Cruise Cost per Capacity Day

​

$

287.43

​

$

297.39

Net Cruise Cost per Capacity Day

​

$

201.49

​

$

203.68

Net Cruise Cost Excluding Fuel per Capacity Day

​

$

175.06

​

$

172.98

Adjusted Net Cruise Cost Excluding Fuel per Capacity Day

​

$

168.92

​

$

169.33

(1)Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense.
(2)Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.
(3)Incremental expenses related to activist investor activities, which are not associated with ongoing operations and are included in marketing, general and administrative expense.
(4)Severance and other related fees associated with certain employee terminations including non-cash share-based compensation expense related to accelerated vesting for a former executive, net of forfeitures, which are included in marketing, general and administrative expense.

​

31

Adjusted Net Income and Adjusted EPS were calculated as follows (in thousands, except share and per share data):

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Net income (loss)

​

$

104,666

​

$

(40,295)

Effect of dilutive securities - exchangeable notes

​

​

771

​

​

—

Net income (loss) and assumed conversion of exchangeable notes

​

​

105,437

​

​

(40,295)

Non-GAAP Adjustments:

​

 

  ​

​

 

  ​

Non-cash deferred compensation (1)

​

 

1,103

​

 

989

Non-cash share-based compensation (2)

​

 

21,340

​

 

20,281

Professional advisory fees (3)

​

 

5,067

​

 

—

Restructuring costs (4)

​

 

12,217

​

 

—

Extinguishment and modification of debt (5)

​

 

—

​

 

49,542

Net foreign currency adjustments on euro-denominated debt (6)

​

​

(37,638)

​

​

16,013

Adjusted Net Income

​

$

107,526

​

$

46,530

Diluted weighted-average shares outstanding - Net income (loss)

​

 

466,145,101

​

 

441,147,186

Diluted weighted-average shares outstanding - Adjusted Net Income

​

​

466,145,101

​

​

446,361,323

Diluted EPS

​

$

0.23

​

$

(0.09)

Adjusted EPS

​

$

0.23

​

$

0.10

(1)Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense and other income (expense), net.
(2)Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.
(3)Incremental expenses related to activist investor activities, which are not associated with ongoing operations and are included in marketing, general and administrative expense.
(4)Severance and other related fees associated with certain employee terminations including non-cash share-based compensation expense related to accelerated vesting for a former executive, net of forfeitures, which are included in marketing, general and administrative expense.
(5)Losses on extinguishment of debt and modification of debt are included in interest expense, net.
(6)Net gains and losses for foreign currency remeasurements of our euro-denominated debt principal included in other income (expense), net.

​

​

32

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

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Net income (loss)

​

$

104,666

​

$

(40,295)

Interest expense, net

​

 

165,987

​

 

217,872

Income tax (benefit) expense

​

 

2,993

​

 

(1,140)

Depreciation and amortization expense

​

 

260,716

​

 

231,297

EBITDA

​

 

534,362

​

 

407,734

Other (income) expense, net (1)

​

 

(40,703)

​

 

24,505

Other Non-GAAP Adjustments:

​

 

  ​

​

 

  ​

Non-cash deferred compensation (2)

​

 

614

​

 

553

Non-cash share-based compensation (3)

​

 

21,340

​

 

20,281

Professional advisory fees (4)

​

 

5,067

​

 

—

Restructuring costs (5)

​

​

12,217

​

​

—

Adjusted EBITDA

​

$

532,897

​

$

453,073

(1)Primarily consists of gains and losses, net for foreign currency remeasurements of our euro-denominated debt.
(2)Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense.
(3)Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.
(4)Incremental expenses related to activist investor activities, which are not associated with ongoing operations and are included in marketing, general and administrative expense.
(5)Severance and other related fees associated with certain employee terminations including non-cash share-based compensation expense related to accelerated vesting for a former executive, net of forfeitures, which are included in marketing, general and administrative expense.

​

Three months ended March 31, 2026 (“2026”) compared to three months ended March 31, 2025 (“2025”)

Revenue

Total revenue was $2.3 billion in 2026 and $2.1 billion in 2025 primarily due to an increase in Capacity Days related to the delivery of new ships.

Expense

Total cruise operating expense increased 5.7% primarily related to the delivery of new ships. Total other operating expense increased 15.7% in 2026 compared to 2025 primarily related to an increase in marketing, general and administrative expense from higher advertising and promotions and severance payments. Additionally, we had an increase in depreciation and amortization expense primarily related to the delivery of new ships.

​

Interest expense, net was $166.0 million in 2026 compared to $217.9 million in 2025. The change in interest expense primarily reflects losses in 2025 from extinguishment of debt and debt modification costs, which were $49.5 million.

Other income (expense), net was income of $40.7 million in 2026 compared to expense of $24.5 million in 2025. The income and expense primarily related to net gains and losses on foreign currency remeasurements of our euro-denominated debt.

​

33

Liquidity and Capital Resources

General

As of March 31, 2026, our liquidity was approximately $1.6 billion, including cash and cash equivalents of $185.0 million and $1.4 billion available under our Revolving Loan Facility. Our primary ongoing liquidity requirements are to finance working capital, capital expenditures and debt service.

​

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 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 March 31, 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.

​

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

​

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 March 31, 2026, the Company was not required to maintain any reserve funds.

​

Sources and Uses of Cash

In this section, references to “2026” refer to the three months ended March 31, 2026 and references to “2025” refer to the three months ended March 31, 2025.

Net cash provided by operating activities was $811.5 million in 2026 and $679.2 million 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 $537.4 million in 2026 and by $665.9 million in 2025.

34

Net cash used in investing activities was $1.4 billion in 2026 and $1.5 billion in 2025. The net cash used in investing activities was primarily related to the delivery of Norwegian Luna in 2026. The net cash used in investing activities was primarily related to the delivery of Norwegian Aqua in 2025.

Net cash provided by financing activities was $603.5 million in 2026 primarily due to newbuild loans related to the delivery of Norwegian Luna, partially offset by scheduled repayments of newbuild loans. Net cash provided by financing activities was $846.6 million in 2025 primarily due to newbuild loans related to the delivery of Norwegian Aqua.

Future Capital Commitments

Future capital commitments consist of contracted commitments, including ship construction contracts. Anticipated expenditures related to ship construction contracts and growth, which includes private island developments and enhancements and other strategic growth initiatives, were $1.6 billion for the remainder of 2026 and $2.9 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 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 $0.4 billion. Future expected capital expenditures will significantly increase our depreciation and amortization expense.

​

​

35

Newbuilds

​

The following chart discloses details about our newbuild program. The impacts of initiatives to improve environmental sustainability and modifications the Company plans to make to its newbuilds and/or other macroeconomic conditions and events have resulted in delays in expected ship deliveries. These and other impacts could result in additional delays in ship deliveries in the future, which may be prolonged. Expected delivery dates for our most recently announced newbuilds are preliminary and subject to change.

​

​

​

​

​

​

​

​

Year

Brand

Class

Ship Name

Gross Tons(1)

Berths(1)

Status

2026

Regent Seven Seas Cruises

Prestige Class 1

Seven Seas Prestige

~77,000

~822

Contract effective / financed(3)

2027

Norwegian Cruise Line

Next Gen "Methanol-Ready(2)" Prima Class 5

Norwegian Aura

~170,000

~3,880

Contract effective / financed(3)

2027

Oceania Cruises

Sonata Class 1

Oceania Sonata

~86,000

~1,390

Contract effective / financed(3)

2028

Norwegian Cruise Line

Next Gen "Methanol-Ready(2)" Prima Class 6

To come

~170,000

~3,880

Contract effective / financed(3)

2029

Oceania Cruises

Sonata Class 2

Oceania Arietta

~86,000

~1,390

Contract effective / financed(3)

2030

Norwegian Cruise Line

New Class 1

To come

~227,000

~5,000

Contract effective / financed(3)

2030

Regent Seven Seas Cruises

Prestige Class 2

To come

~77,000

~822

Contract effective / financed(3)

2032

Oceania Cruises

Sonata Class 3

To come

~86,000

~1,390

Contract effective, but not yet financed

2032

Norwegian Cruise Line

New Class 2

To come

~227,000

~5,000

Contract effective / financed(3)

2033

Regent Seven Seas Cruises

Prestige Class 3

To come

~77,000

~822

Contract will be effective upon financing

2034

Norwegian Cruise Line

New Class 3

To come

~227,000

~5,000

Contract effective / financing is being negotiated

2035

Oceania Cruises

Sonata Class 4

To come

~86,000

~1,390

Contract effective, but not yet financed

2036

Norwegian Cruise Line

New Class 4

To come

~227,000

~5,000

Contract effective / financing is being negotiated

2036

Regent Seven Seas Cruises

Prestige Class 4

To come

~77,000

~822

Contract will be effective upon financing

2037

Oceania Cruises

Sonata Class 5

To come

~86,000

~1,390

Contract will be effective upon financing

2037

Norwegian Cruise Line

New Class 5

To come

~227,000

~5,000

Contract will be effective upon financing

(1)Berths and gross tons are preliminary and subject to change as we approach delivery.
(2)Designs for the final two Prima Class ships have been lengthened and reconfigured to accommodate the use of green methanol as a future fuel source. Additional modifications will be needed to fully enable the use of green methanol.
(3)We have obtained export credit financing which is expected to fund approximately 80% of the contract price of each ship as well as related financing premiums, subject to certain conditions.

​

As of March 31, 2026, the combined contract prices, including amendments and change orders, of the 12 ships on order for delivery that are effective was approximately €17.1 billion, or $19.8 billion based on the euro/U.S. dollar exchange rate as of March 31, 2026. We do not anticipate any contractual breaches or cancellations to occur. However, if any such

36

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 March 31, 2026 and 2025 was $23.9 million and $22.5 million, respectively, primarily associated with the construction of our newbuild ships.

Material Cash Requirements

As of March 31, 2026, our material cash requirements for debt and ship construction were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

Remainder of

  ​ ​ ​

​

​

  ​ ​ ​

​

​

  ​ ​ ​

​

​

 

​

​

​

​

​

​

​

​

​

​

​

​

​

2026

  ​ ​ ​

2027

  ​ ​ ​

2028

  ​ ​ ​

2029

  ​ ​ ​

2030

  ​ ​ ​

2031

  ​ ​ ​

Thereafter

  ​ ​ ​

Total

Long-term debt (1)

​

$

1,089,857

​

$

1,697,317

​

$

1,889,712

​

$

1,850,897

​

$

4,196,130

​

$

2,162,031

​

$

5,748,356

​

$

18,634,300

Ship construction contracts (2)

​

 

1,206,068

​

​

2,470,973

​

​

1,485,225

​

​

1,291,444

​

​

3,275,989

​

​

205,453

​

​

9,087,177

​

 

19,022,329

Total

​

$

2,295,925

​

$

4,168,290

​

$

3,374,937

​

$

3,142,341

​

$

7,472,119

​

$

2,367,484

​

$

14,835,533

​

$

37,656,629

(1)Includes principal as well as estimated interest payments with Term Secured Oversight Financing Rate (“SOFR”) held constant as of March 31, 2026. Includes exchangeable notes, portions of which can be settled in NCLH ordinary shares. Excludes the impact of any future possible refinancings and undrawn export-credit backed facilities.
(2)Ship construction contracts are for our 12 non-cancelable newbuild ships based on the euro/U.S. dollar exchange rate as of March 31, 2026. As of March 31, 2026, we have committed undrawn export-credit backed facilities of approximately $11.0 billion, which funds approximately 80% of our ship construction contracts, with the exception of the two Sonata Class Ships on order for Oceania Cruises with currently scheduled delivery in 2032 and 2035 and the two additional ships on order for Norwegian Cruise Line with currently scheduled delivery in 2034 and 2036.

​

Funding Sources

Certain of our debt agreements contain covenants that, among other things, require us to maintain a minimum level of liquidity, as well as limit our net funded debt-to-capital ratio and maintain certain other ratios. Approximately $15 billion of the net book value of our assets were pledged as collateral for certain of our debt as of March 31, 2026. We believe we were in compliance with our covenants as of March 31, 2026.

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

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

Other

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

As a routine part of our business, depending on market conditions, exchange rates, pricing and our strategy for growth, we regularly consider opportunities to enter into contracts for the building of additional ships, acquisitions and strategic

37

alliances. If any of these transactions were to occur, they may be financed through the incurrence of additional permitted indebtedness, through cash flows from operations, or through the issuance of debt, equity or equity-related securities.

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

​

Item 3. Quantitative and Qualitative Disclosures About Market Risk

General

We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We attempt to minimize these risks through a combination of our normal operating and financing activities and through the use of derivatives. The financial impacts of these derivative instruments are primarily offset by corresponding changes in the underlying exposures being hedged. We achieve this by closely matching the notional, term and conditions of the derivatives with the underlying risk being hedged. We do not hold or issue derivatives for trading or other speculative purposes. Derivative positions are monitored using techniques including market valuations and sensitivity analyses.

Interest Rate Risk

As of March 31, 2026, 91% of our debt was fixed and 9% 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 March 31, 2026 was primarily due to the addition of fixed rate debt. Based on our March 31, 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 $14.4 million excluding the effects of capitalization of interest.

Foreign Currency Exchange Rate Risk

We use foreign currency derivatives to hedge the exposure to volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros. As of March 31, 2026, the payments not hedged aggregated €13.4 billion, or $15.5 billion based on the euro/U.S. dollar exchange rate as of March 31, 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 March 31, 2026 was primarily due to the addition of foreign currency derivatives. We estimate that a 10% change in the euro as of March 31, 2026 would result in a $1.5 billion change in the U.S. dollar value of the foreign currency denominated remaining payments.

Additionally, we borrow 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 $37.6 million and losses of $16.0 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the total aggregate euro-denominated debt balance not hedged was approximately €2.2 billion, or $2.5 billion based on the euro/U.S. dollar exchange rate as of March 31, 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 March 31, 2026 was primarily due to the delivery of Norwegian Luna. We estimate that a 10% change in the euro as of March 31, 2026 would result in a $257.7 million change in the U.S. dollar value of the foreign currency denominated debt principal not hedged.

Fuel Price Risk

Our exposure to market risk for changes in fuel prices relates to the forecasted purchases of fuel on our ships. Fuel expense, as a percentage of our total cruise operating expense, was 12.3% and 13.4% for the three months ended March 31, 2026 and 2025, respectively. We use fuel derivative agreements to mitigate the financial impact of

38

fluctuations in fuel prices, and as of March 31, 2026, we had hedged approximately 51% and 28% 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 March 31, 2026 primarily due to additional fuel swaps.

​

We estimate that a 10% increase in our weighted-average fuel price would increase our anticipated 2026 fuel expense by $81.2 million. This increase would be offset by an increase in the fair value of all our fuel swap agreements of $38.9 million. Fair value of our derivative contracts is derived using valuation models that utilize the income valuation approach. These valuation models take into account the contract terms such as maturity, as well as other inputs such as fuel types, fuel curves, creditworthiness of the counterparty and the Company, as well as other data points.

​

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of March 31, 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 March 31, 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.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

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

39

Item 1A. Risk Factors

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

Other than updates to the risk factors set forth below, there have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K.

Mechanical malfunctions and repairs, delays in our shipbuilding programs, and the maintenance, refurbishment, sale, transfer or charter of our ships, as well as the consolidation of qualified shipyard facilities, could adversely affect our results of operations and financial condition.

The new construction, refurbishment, repair, maintenance and sale, transfer or charter (including bareboat charter) of our ships are complex processes and involve risks similar to those encountered in other large and sophisticated equipment construction, refurbishment, repair and asset transfer projects. Our ships are subject to the risk of mechanical failure or accident, which we have occasionally experienced and have had to repair. For example, in the past we have had to delay or cancel cruises due to mechanical issues on our ships. There can be no assurance that we will not experience similar events in the future. If there is a mechanical failure or accident in the future, we may be unable to procure spare parts when needed or make repairs without incurring material expense or suspension of service, especially if a problem affects certain specialized maritime equipment, such as the radar, a pod propulsion unit, the electrical/power management system, the steering gear or the gyro system. Limited capacity and availability of shipyards and related subcontractors, including a lack of viable Dry-dock facilities in the Western Hemisphere, could impact our ability to construct or repair ships as needed. Delays or mechanical faults may result in cancellation of cruises and/or necessitate unscheduled Dry-docks and repairs of ships.

In addition, availability, work stoppages, insolvency or financial problems in the shipyards’ construction, refurbishment or repair of our ships, other “force majeure” events that are beyond our control and the control of shipyards or subcontractors, or changes to technical specifications due to regulatory changes, sustainability initiatives or other strategic initiatives could also delay or prevent the newbuild delivery, refurbishment and repair, maintenance and sale, transfer or charter of our ships. The sale, transfer or charter (including bareboat charter) of our ships also involves risks, including the availability of willing counterparties on acceptable terms, the timing of such transactions, potential residual liabilities, counterparty performance risk, and the possibility that such transactions may not achieve anticipated financial or strategic objectives. Any termination or breach of contract following such an event may result in, among other things, the forfeiture of prior deposits or payments made by us, potential claims and impairment of losses. Similarly, market conditions and industry capacity may affect our ability to execute ship sales or enter charter arrangements on favorable terms or at all. A significant delay in the delivery of a new ship, or a significant performance deficiency or mechanical failure of a new ship could also have an adverse effect on our business. The impacts of global events including armed or geopolitical conflicts and pandemics, a lack of viable Dry-dock facilities, modifications the Company plans to make to its newbuilds, including initiatives to improve environmental sustainability, and other macroeconomic events have resulted in some delays in expected ship deliveries, and may result in additional delays in ship deliveries in the future, which may be prolonged. The consolidation of the control of certain European cruise shipyards could result in higher prices for the construction of new ships and refurbishments and could limit the availability of qualified shipyards to construct new ships. Also, the lack of qualified shipyard repair facilities could result in the inability to repair and maintain our ships on a timely basis. Any occurrence that prevented such third party from continuing to oversee such projects or substantially increased the costs related to such oversight could have an adverse effect on our operations. These potential events and the associated losses, to the extent that they are not adequately covered by contractual remedies or insurance, could adversely affect our results of operations and financial condition.

40

Item 5. Other Information

10b5-1 Trading Arrangements

During the three months ended March 31, 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).

​

41

Item 6. Exhibits

3.1

​

Memorandum of Association of Norwegian Cruise Line Holdings Ltd. (incorporated herein by reference to Exhibit 3.1 to Amendment No. 5 to Norwegian Cruise Line Holdings Ltd.’s Registration Statement on Form S-1 filed on January 8, 2013 (File No. 333-175579)).

​

​

​

3.2

​

Memorandum of Increase of Share Capital of Norwegian Cruise Line Holdings Ltd. (incorporated herein by reference to Exhibit 3.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on May 21, 2021 (File No. 001-35784)).

​

​

​

3.3

​

Amended and Restated Bye-Laws of Norwegian Cruise Line Holdings Ltd., effective as of June 13, 2019 (incorporated herein by reference to Exhibit 3.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on June 14, 2019 (File No. 001-35784)).

​

​

​

10.1*

​

Amendment to Employment Agreement by and between NCL (Bahamas) Ltd. and Marc Kazlauskas, entered into on December 8, 2025.***

​

​

​

10.2

​

Employment Agreement by and between NCL (Bahamas) Ltd. and John Chidsey, entered into on March 26, 2026 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on March 27, 2026) (File No. 001-35784)).***

​

​

​

10.3

​

​

Restricted Share Unit Award Agreement by and between NCLH and John Chidsey, entered into on March 26, 2026 (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on March 27, 2026) (File No. 001-35784)).***

​

​

​

10.4

​

Cooperation Agreement, by and among the Company and Elliott Investment Management L.P., Elliott Associates, L.P., and Elliott International, L.P., dated as of March 26, 2026 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed March 27, 2026) (File No. 001-35784)).

​

​

​

31.1*

​

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

​

31.2*

​

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

​

32.1**

​

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

​

​

​

​

101*

​

The following unaudited consolidated financial statements from Norwegian Cruise Line Holdings Ltd.’s Quarterly Report on Form 10‑Q for the quarterly period ended March 31, 2026, formatted in Inline XBRL:

​

​

​

​

​

(i)    the Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025;

​

​

​

​

​

(ii)   the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025;

​

​

​

​

​

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

​

​

​

​

​

(iv)  the Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025;

​

​

​

​

​

(v)   the Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2026 and 2025; and

​

​

​

​

​

(vi)  the Notes to the Consolidated Financial Statements.

42

​

​

​

104*

​

The cover page from Norwegian Cruise Line Holdings Ltd.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL and included in the interactive data files submitted as Exhibit 101.

*     Filed herewith.

**   Furnished herewith.

*** Management contract or compensatory plan.

​

43

SIGNATURES

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

NORWEGIAN CRUISE LINE HOLDINGS LTD.

(Registrant)

 

 

By:

/s/ JOHN W. CHIDSEY

Name:  

John W. Chidsey

Title: 

President and Chief Executive Officer

 

(Principal Executive Officer)

 

 

By:

/s/ MARK A. KEMPA 

Name:  

Mark A. Kempa

Title: 

Executive Vice President and Chief Financial Officer

 

(Principal Financial Officer)

​

​

​

​

​

​

Dated: May 4, 2026

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

44

EX-10.1 2 nclh-20260331xex10d1.htm EX-10.1

Exhibit 10.1

​

​

Amendment to Employment Agreement

​

​

Norwegian”), dated December 8, 2025, relating to your employment as President, Norwegian Cruise Line, effective as of January 19, 2026 (the “Employment Agreement”). This letter serves as an amendment to your Employment Agreement (the “Amendment”) and is dated as of December 8, 2025.

​

Starting Bonus”) which will be paid within the next payroll period after the day you begin employment with Norwegian and will be subject to normal withholding taxes. You agree that in the event your employment with Norwegian terminates for any reason other than a Qualifying Termination before January 19, 2028, you will be required to repay to Norwegian within ten business days of such event 100% of the Starting Bonus (including any amounts withheld for taxes). For the sake of clarity, you will not be required to repay the Starting Bonus if (i) you are terminated in a Qualifying Termination or (ii) you are employed by Norwegian on January 19, 2028. At the option of Norwegian, all or part of the amount to be repaid to Norwegian may be deducted from any amounts owed by Norwegian to you, including without limitation, any amounts owed as wages, salary, bonuses, equity or other incentive compensation or awards, expense reimbursements, and any other remuneration due for or on account of your employment with Norwegian, provided, however, that no such deduction will be made to the extent that it would result in a tax being owed pursuant to Section 409A or 457A of the Internal Revenue Code of 1986, as amended.

​

​

​

​

​

​

​

Release”). For the sake of clarity, a termination of employment (other than in the case of death) will not be a Qualifying Termination if you do not execute, or if you revoke, the Release, in which case you will be required to repay the Starting Bonus, as applicable, within ten business days after the expiration of the twenty-one-day period.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Marc Kazlauskas

7665 Corporate Center Drive

Miami, Florida 33126

Re:Amendment to Employment Agreement

Dear Marc:

​

You have entered into an employment agreement with NCL (Bahamas) Ltd. (“Norwegian”), dated December 8, 2025, relating to your employment as President, Norwegian Cruise Line, effective as of January 19, 2026 (the “Employment Agreement”). This letter serves as an amendment to your Employment Agreement (the “Amendment”) and is dated as of December 8, 2025.

​

Subject to you beginning employment with Norwegian on or before January 19, 2026, you will be paid a one-time starting bonus of $1,400,000 (the “Starting Bonus”) which will be paid within the next payroll period after the day you begin employment with Norwegian and will be subject to normal withholding taxes. You agree that in the event your employment with Norwegian terminates for any reason other than a Qualifying Termination before January 19, 2028, you will be required to repay to Norwegian within ten business days of such event 100% of the Starting Bonus (including any amounts withheld for taxes). For the sake of clarity, you will not be required to repay the Starting Bonus if (i) you are terminated in a Qualifying Termination or (ii) you are employed by Norwegian on January 19, 2028. At the option of Norwegian, all or part of the amount to be repaid to Norwegian may be deducted from any amounts owed by Norwegian to you, including without limitation, any amounts owed as wages, salary, bonuses, equity or other incentive compensation or awards, expense reimbursements, and any other remuneration due for or on account of your employment with Norwegian, provided, however, that no such deduction will be made to the extent that it would result in a tax being owed pursuant to Section 409A or 457A of the Internal Revenue Code of 1986, as amended.

​

For purposes of this Amendment:

​

“Cause” shall have the meaning specified in the Employment Agreement. A termination for “Cause” shall include a determination by Norwegian following your termination of employment for any other reason that, prior to such termination of employment, circumstances constituting Cause existed with respect to you.

​

“Disability” and “Good Reason” have the meanings specified in the Employment Agreement.

​

“Qualifying Termination” means the termination of your employment before January 19, 2028 (i) by Norwegian for a reason other than Cause, (ii) by you for Good Reason

​


‌​

​

or (iii) due to your death or Disability if, and only if, in the case of any termination pursuant to clauses (i), (ii) and (iii), other than in the case of your death, you execute a general release agreement, substantially in the form included in the Employment Agreement (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), within twenty-one days following the termination of your employment with Norwegian and you not revoking such release (the “Release”). For the sake of clarity, a termination of employment (other than in the case of death) will not be a Qualifying Termination if you do not execute, or if you revoke, the Release, in which case you will be required to repay the Starting Bonus, as applicable, within ten business days after the expiration of the twenty-one-day period.

​

Except as modified pursuant to this Amendment, the Employment Agreement shall remain in full force and effect. On and after the date hereof, each reference in the Employment Agreement to “this Agreement,” “herein,” “hereof,” “hereunder” or words of similar import shall mean and be a reference to the Employment Agreement as amended hereby. To the extent that a provision of this Amendment conflicts with or differs from a provision of the Employment Agreement, such provision of this Amendment shall prevail and govern for all purposes and in all respects.

To the extent possible, this Amendment is to be construed and interpreted in accordance with, and to avoid any tax, penalty, or interest under, Section 409A and 457A of the Code.

​

This Amendment may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. This Amendment shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

​

​

​

(Signature Page to Follow)

​

​

​

​

​

​

​

​

​

​

​

​

​


‌​

​

​

Sincerely,

​

NCL (Bahamas) Ltd.

​

​

/s/ Lynn White

By: Lynn White

Executive Vice President, Chief People Excellence Officer

​

​

Agreed and accepted by:

​

​

/s/ Marc Kazlauskas

Marc Kazlauskas

​

​


EX-31.1 3 nclh-20260331xex31d1.htm EX-31.1

Exhibit 31.1

​

CERTIFICATION

​

I, John W. Chidsey, certify that:

​

1.I have reviewed this quarterly report on Form 10-Q of Norwegian Cruise Line Holdings Ltd.;

​

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

​

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

​

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

​

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

​

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

​

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

​

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

​

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

​

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

​

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

​

​

​

Dated: May 4, 2026

/s/ John W. Chidsey

Name:

John W. Chidsey

Title:

President and Chief Executive Officer

​


EX-31.2 4 nclh-20260331xex31d2.htm EX-31.2

Exhibit 31.2

​

CERTIFICATION

​

I, Mark A. Kempa, certify that:

​

1.I have reviewed this quarterly report on Form 10-Q of Norwegian Cruise Line Holdings Ltd.;

​

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

​

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

​

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

​

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

​

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

​

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

​

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

​

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

​

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

​

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

​

​

​

Dated: May 4, 2026

 

/s/ Mark A. Kempa

 

Name:

Mark A. Kempa

 

Title:

Executive Vice President and Chief Financial Officer

​


EX-32.1 5 nclh-20260331xex32d1.htm EX-32.1

Exhibit 32.1

​

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C.

SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

​

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of John W. Chidsey, the President and Chief Executive Officer, and Mark A. Kempa, the Executive Vice President and Chief Financial Officer of Norwegian Cruise Line Holdings Ltd. (the "Company"), does hereby certify, that, to such officer’s knowledge:

​

The Quarterly Report on Form 10-Q of the Company, for the quarter ended March 31, 2026 (the “Form 10-Q”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

​

​

Dated: May 4, 2026

By:

/s/ John W. Chidsey

Name:

John W. Chidsey

Title:

President and Chief Executive Officer

By:

/s/ Mark A. Kempa

Name:

Mark A. Kempa

Title:

Executive Vice President and Chief

​

​

Financial Officer

​


EX-101.SCH 6 nclh-20260331.xsd EX-101.SCH 99900 - Disclosure - Standard And Custom Axis Domain Defaults link:presentationLink link:calculationLink link:definitionLink 995200100 - Statement - Consolidated Statements of Operations link:presentationLink link:calculationLink link:definitionLink 995200200 - Statement - Consolidated Statements of Comprehensive Income (Loss) link:presentationLink link:calculationLink link:definitionLink 995200300 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 995200400 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 99940202 - Disclosure - Summary of Significant Accounting Policies - Reconciliation between Basic and Diluted Earnings Per Share (Details) link:presentationLink link:calculationLink link:definitionLink 99940205 - Disclosure - Summary of Significant Accounting Policies - Segment Reporting (Details) link:presentationLink link:calculationLink link:definitionLink 99940703 - Disclosure - Long-Term Debt - Summary of Interest Expense (Details) link:presentationLink link:calculationLink link:definitionLink 99940704 - Disclosure - Long-Term Debt - Schedule of Principal Repayments on Long-Term Debt Including Finance Lease Obligations (Details) link:presentationLink link:calculationLink link:definitionLink 99940802 - Disclosure - Fair Value Measurements and Derivatives - Amounts Recognized within Assets and Liabilities Based on Right of Offset (Details) link:presentationLink link:calculationLink link:definitionLink 99941002 - Disclosure - Commitments and Contingencies - Minimum Annual Payments for Non-Cancelable Ship Construction Contracts (Details) link:presentationLink link:calculationLink link:definitionLink 995200090 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 995200500 - Statement - Consolidated Statements of Changes in Shareholders' Equity link:presentationLink link:calculationLink link:definitionLink 99930803 - Disclosure - Fair Value Measurements and Derivatives (Tables) link:presentationLink link:calculationLink link:definitionLink 99930903 - Disclosure - Employee Benefits and Share-Based Compensation (Tables) link:presentationLink link:calculationLink link:definitionLink 99931003 - Disclosure - Commitments and Contingencies (Tables) link:presentationLink link:calculationLink link:definitionLink 99940101 - Disclosure - Description of Business and Organization (Details) link:presentationLink link:calculationLink link:definitionLink 99940201 - Disclosure - Summary of Significant Accounting Policies - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 99940206 - Disclosure - Summary of Significant Accounting Policies - Other (Details) link:presentationLink link:calculationLink link:definitionLink 99940301 - Disclosure - Revenue Recognition - Disaggregation of Revenue (Details) link:presentationLink link:calculationLink link:definitionLink 99940302 - Disclosure - Revenue Recognition (Details) link:presentationLink link:calculationLink link:definitionLink 99940401 - Disclosure - Leases - Lease Balances (Details) link:presentationLink link:calculationLink link:definitionLink 99940402 - Disclosure - Leases - Operating Leases - Lessor (Details) link:presentationLink link:calculationLink link:definitionLink 99940501 - Disclosure - Accumulated Other Comprehensive Income (Loss) (Details) link:presentationLink link:calculationLink link:definitionLink 99940502 - Disclosure - Accumulated Other Comprehensive Income (Loss) - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 99940601 - Disclosure - Property and Equipment, Net (Details) link:presentationLink link:calculationLink link:definitionLink 99940701 - Disclosure - Long-Term Debt (Details) link:presentationLink link:calculationLink link:definitionLink 99940702 - Disclosure - Long-Term Debt - Summary of Exchangeable Notes (Details) link:presentationLink link:calculationLink link:definitionLink 99940801 - Disclosure - Fair Value Measurements and Derivatives - Derivatives Measured at Fair Value and Disclosed by Balance Sheet Location (Details) link:presentationLink link:calculationLink link:definitionLink 99940803 - Disclosure - Fair Value Measurements and Derivatives - Effects of Derivatives Designated as Cash Flow Hedges (Details) link:presentationLink link:calculationLink link:definitionLink 99940804 - Disclosure - Fair Value Measurements and Derivatives - Effects of Cash Flow Hedge Accounting on Consolidated Statements of Operations (Details) link:presentationLink link:calculationLink link:definitionLink 99940806 - Disclosure - Fair Value Measurements and Derivatives (Details) link:presentationLink link:calculationLink link:definitionLink 99940901 - Disclosure - Employee Benefits and Share-Based Compensation - (Details) link:presentationLink link:calculationLink link:definitionLink 99940902 - Disclosure - Employee Benefits and Share-Based Compensation - Key Inputs used in the Fair Value of MSU (Details) link:presentationLink link:calculationLink link:definitionLink 99940903 - Disclosure - Employee Benefits and Share-Based Compensation - Summary of Restricted Share Unit Activity (Details) link:presentationLink link:calculationLink link:definitionLink 99940904 - Disclosure - Employee Benefits and Share-Based Compensation - Summary of Compensation Expense Recognized for Share-Based Compensation (Details) link:presentationLink link:calculationLink link:definitionLink 99941001 - Disclosure - Commitments and Contingencies (Details) link:presentationLink link:calculationLink link:definitionLink 99941201 - Disclosure - Supplemental Cash Flow Information (Details) link:presentationLink link:calculationLink link:definitionLink 995200305 - Statement - Consolidated Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 995210101 - Disclosure - Description of Business and Organization link:presentationLink link:calculationLink link:definitionLink 995210201 - Disclosure - Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 995210301 - Disclosure - Revenue Recognition link:presentationLink link:calculationLink link:definitionLink 995210401 - Disclosure - Leases link:presentationLink link:calculationLink link:definitionLink 995210501 - Disclosure - Accumulated Other Comprehensive Income (Loss) link:presentationLink link:calculationLink link:definitionLink 995210601 - Disclosure - Property and Equipment, Net link:presentationLink link:calculationLink link:definitionLink 995210701 - Disclosure - Long-Term Debt link:presentationLink link:calculationLink link:definitionLink 995210801 - Disclosure - Fair Value Measurements and Derivatives link:presentationLink link:calculationLink link:definitionLink 995210901 - Disclosure - Employee Benefits and Share-Based Compensation link:presentationLink link:calculationLink link:definitionLink 995211001 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 995211101 - Disclosure - Other Income (Expense), Net link:presentationLink link:calculationLink link:definitionLink 995211201 - Disclosure - Supplemental Cash Flow Information link:presentationLink link:calculationLink link:definitionLink 99920202 - Disclosure - Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 99930203 - Disclosure - Summary of Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 99930303 - Disclosure - Revenue Recognition (Tables) link:presentationLink link:calculationLink link:definitionLink 99930403 - Disclosure - Leases (Tables) link:presentationLink link:calculationLink link:definitionLink 99930503 - Disclosure - Accumulated Other Comprehensive Income (Loss) (Tables) link:presentationLink link:calculationLink link:definitionLink 99930703 - Disclosure - Long-Term Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 99941101 - Disclosure - Other Income (Expense), Net (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 7 nclh-20260331_cal.xml EX-101.CAL EX-101.DEF 8 nclh-20260331_def.xml EX-101.DEF EX-101.LAB 9 nclh-20260331_lab.xml EX-101.LAB Document And Entity Information Statement [Table] Statement [Line Items] Document Type Document Quarterly Report Document Period End Date Document Transition Report Securities Act File Number Entity Registrant Name Entity Incorporation, State or Country Code Entity Tax Identification Number Entity Address, Address Line One Entity Address, City or Town Entity Address, State or Province Entity Address, Postal Zip Code City Area Code Local Phone Number Title of 12(b) Security Trading Symbol Security Exchange Name Entity Current Reporting Status Entity Interactive Data Current Entity Filer Category Entity Small Business Entity Emerging Growth Company Entity Shell Company Entity Common Stock, Shares Outstanding Entity Central Index Key Current Fiscal Year End Date Document Fiscal Year Focus Document Fiscal Period Focus Amendment Flag Income Statement [Abstract] Product and Service [Axis] Product and Service [Domain] Passenger [Member] Passenger ticket Commissions, transportation and other. Commissions, transportation and other Onboard and other. Onboard and other Represents payroll and related. Payroll and related Payroll and related expense Represents information about fuel expenses. Fuel Food and Beverage [Member] Food Service, Other [Member] Other Revenues [Abstract] Revenue Revenue from Contract with Customer, Including Assessed Tax Revenues by destination Total revenue Direct Operating Costs [Abstract] Cruise operating expense Cost of Product and Service Sold Total cruise operating expense Fuel Operating Expenses [Abstract] Other operating expense Selling, General and Administrative Expense Marketing, general and administrative Depreciation, Depletion and Amortization, Nonproduction Depreciation and amortization Operating Expenses Total other operating expense Total other operating expense Operating Income (Loss) Operating income Nonoperating Income (Expense) [Abstract] Non-operating income (expense) Interest Income (Expense), Nonoperating Interest expense, net Other Nonoperating Income (Expense) Other income (expense), net Nonoperating Income (Expense) Total non-operating income (expense) Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Net income (loss) before income taxes Income Tax Expense (Benefit) Income tax benefit (expense) Net income (loss) Net income (loss) Weighted Average Number of Shares Outstanding, Diluted [Abstract] Weighted-average shares outstanding Weighted Average Number of Shares Outstanding, Basic Basic (in shares) Basic weighted-average shares outstanding Weighted Average Number of Shares Outstanding, Diluted Diluted (in shares) Diluted weighted-average shares outstanding Earnings Per Share [Abstract] Earnings (loss) per share Earnings Per Share, Basic Basic (in dollars per share) Basic earnings per share (in dollars per share) Earnings Per Share, Diluted Diluted (in dollars per share) Diluted earnings per share (in dollars per share) Statement of Comprehensive Income [Abstract] Other Comprehensive Income (Loss), Net of Tax [Abstract] Other comprehensive income: Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax Shipboard Retirement Plan Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax [Abstract] Cash flow hedges: Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax Net unrealized gain Amount of Gain (Loss) Recognized in Other Comprehensive Loss Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax Amount realized and reclassified into earnings Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) Other Comprehensive Income (Loss), Net of Tax Other comprehensive income (loss), net Total other comprehensive income Comprehensive Income (Loss), Net of Tax, Attributable to Parent Total comprehensive income (loss) Statement of Financial Position [Abstract] Assets [Abstract] Assets Assets, Current [Abstract] Current assets: Cash and Cash Equivalent Cash and cash equivalents Accounts Receivable, after Allowance for Credit Loss, Current Accounts receivable, net Receivables from customers Inventory, Net Inventories Prepaid Expense and Other Assets, Current Prepaid expenses and other assets Assets, Current Total current assets Property, Plant and Equipment, Net Property and equipment, net Ship, carrying value Goodwill Goodwill Intangible Assets, Net (Excluding Goodwill) Trade names Other Assets, Noncurrent Other long-term assets Assets Total assets Liabilities and Equity [Abstract] Liabilities and shareholders' equity Liabilities, Current [Abstract] Current liabilities: Long-Term Debt and Lease Obligation, Current Current portion of long-term debt Accounts Payable, Current Accounts payable Amount of obligations incurred and payable, pertaining to costs that are statutory in nature, incurred through that date and due within one year on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include, but not limited to, taxes, interest, rent and utilities. Also includes the aggregate carrying amount of liabilities not separately disclosed. Accrued Liabilities And Other Liabilities Current Accrued expenses and other liabilities Contract with Customer, Liability, Current Advance ticket sales Liabilities, Current Total current liabilities Long-Term Debt and Lease Obligation Long-term debt Other Liabilities, Noncurrent Other long-term liabilities Liabilities Total liabilities Commitments and Contingencies Commitments and contingencies (Note 10) Equity, Attributable to Parent [Abstract] Shareholders' equity: Common Stock, Value, Issued Ordinary shares, $0.001 par value; 980,000,000 shares authorized; 459,099,810 shares issued and outstanding at March 31, 2026 and 455,257,489 shares issued and outstanding at December 31, 2025 Additional Paid in Capital, Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss), Net of Tax Accumulated other comprehensive income (loss) Retained Earnings (Accumulated Deficit) Accumulated deficit Equity, Attributable to Parent Balance Balance Total shareholders' equity Liabilities and Equity Total liabilities and shareholders' equity Common Stock, Par or Stated Value Per Share Ordinary shares, par value (in dollars per share) Common Stock, Shares Authorized Ordinary shares, authorized Common Stock, Shares, Issued Ordinary shares, issued Common Stock, Shares, Outstanding Ordinary shares, outstanding Statement of Cash Flows [Abstract] Cash Provided by (Used in) Operating Activity, Including Discontinued Operation [Abstract] Cash flows from operating activities Adjustment to Reconcile Net Income to Cash Provided by (Used in) Operating Activity [Abstract] Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, Depletion and Amortization Depreciation and amortization expense Gain (Loss) on Extinguishment of Debt Loss on extinguishment of debt Loss on extinguishment of debt Share-Based Payment Arrangement, Noncash Expense Share-based compensation expense Unrealized Gain (Loss), Foreign Currency Transaction, before Tax Net foreign currency adjustments on euro-denominated debt Other Noncash Income (Expense) Other, net Adjustment to Reconcile Net Income to Cash Provided by (Used in) Operating Activity, Increase (Decrease) in Operating Capital [Abstract] Changes in operating assets and liabilities: Increase (Decrease) in Accounts Receivable Accounts receivable, net Increase (Decrease) in Inventories Inventories Increase (Decrease) in Prepaid Expense and Other Assets Prepaid expenses and other assets Increase (Decrease) in Accounts Payable Accounts payable Increase (Decrease) in Accrued Liabilities and Other Operating Liabilities Accrued expenses and other liabilities Increase (Decrease) in Contract with Customer, Liability Advance ticket sales Cash Provided by (Used in) Operating Activity, Including Discontinued Operation Net cash provided by operating activities Cash Provided by (Used in) Investing Activity, Including Discontinued Operation [Abstract] Cash flows from investing activities Payments to Acquire Property, Plant, and Equipment Additions to property and equipment, net Payment for (Proceeds from) Other Investing Activity Other, net Cash Provided by (Used in) Investing Activity, Including Discontinued Operation Net cash used in investing activities Cash Provided by (Used in) Financing Activity, Including Discontinued Operation [Abstract] Cash flows from financing activities Repayments of Long-Term Debt Repayments of long-term debt Proceeds from Issuance of Long-Term Debt Proceeds from long-term debt Payment, Tax Withholding, Share-Based Payment Arrangement Net share settlement of restricted share units Payment for Debt Extinguishment or Debt Prepayment Cost Early redemption premium Payments of Debt Issuance Costs Deferred financing fees and other Cash Provided by (Used in) Financing Activity, Including Discontinued Operation Net cash provided by financing activities Cash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Period Increase (Decrease), Including Exchange Rate Effect and Discontinued Operation Net increase (decrease) in cash and cash equivalents Cash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Continuing Operation Cash and cash equivalents at end of period Cash and cash equivalents at beginning of period Statement of Stockholders' Equity [Abstract] Equity Components [Axis] Equity Component [Domain] Common Stock [Member] Ordinary Shares Additional Paid-in Capital [Member] Additional Paid-in Capital AOCI Attributable to Parent [Member] Accumulated Other Comprehensive Income (Loss) Retained Earnings [Member] Accumulated Deficit Increase (Decrease) in Stockholders' Equity [Roll Forward] APIC, Share-Based Payment Arrangement, Increase for Cost Recognition Share-based compensation Stock Issued During Period, Value, Employee Benefit Plan Issuance of shares under employee related plans Amount of payments to satisfy an employee's income tax withholding obligation as part of a net-share settlement of a share-based award. Adjustments To Additional Paid In Capital Payments Related To Tax With Holding For Share Based Compensation Net share settlement of restricted share units Adjustments to Additional Paid in Capital, Other Other Organization Consolidation And Presentation Of Financial Statements [Abstract] Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] Description of Business and Organization Accounting Policies [Abstract] Basis of Presentation and Significant Accounting Policies [Text Block] Summary of Significant Accounting Policies Revenue from Contract with Customer [Abstract] Revenue from Contract with Customer [Text Block] Revenue Recognition Leases [Abstract] Lessee, Operating Leases [Text Block] Leases Comprehensive Income (Loss) Note [Text Block] Accumulated Other Comprehensive Income (Loss) Property Plant And Equipment [Abstract] Property, Plant and Equipment Disclosure [Text Block] Property and Equipment, Net Long-term Debt, Unclassified [Abstract] Long-Term Debt [Text Block] Long-Term Debt Derivative Instruments And Hedging Activities Disclosure [Abstract] Derivatives and Fair Value [Text Block] Fair Value Measurements and Derivatives Disclosure of Compensation Related Costs, Share-based Payments [Abstract] Compensation and Employee Benefit Plans [Text Block] Employee Benefits and Share-Based Compensation Commitments And Contingencies Disclosure [Abstract] Commitments and Contingencies Disclosure [Text Block] Commitments and Contingencies Other Income And Expenses [Abstract] Other Income and Other Expense Disclosure [Text Block] Other Income (Expense), Net Supplemental Cash Flow Information [Abstract] Cash Flow, Supplemental Disclosures [Text Block] Supplemental Cash Flow Information Basis of Accounting, Policy [Policy Text Block] Liquidity, Basis of Presentation Earnings Per Share, Policy [Policy Text Block] Earnings Per Share Foreign Currency Transactions and Translations Policy [Policy Text Block] Foreign Currency Depreciation, Depletion, and Amortization [Policy Text Block] Depreciation and Amortization Expense Segment Reporting, Policy [Policy Text Block] Segment Reporting New Accounting Pronouncements, Policy [Policy Text Block] Recently Issued Accounting Guidance Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Schedule of reconciliation between basic and diluted EPS Reconciliation of Revenue from Segments to Consolidated [Table Text Block] Schedule of reconciliation of adjusted operating income to net income before income taxes Disaggregation of Revenue [Table Text Block] Schedule of revenues by destination Tabular disclosure of assets and liability leases. Schedule Of Assets And Liabilities Lease [Table Text Block] Schedule of lease balances Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Schedule of accumulated other comprehensive income (loss) Debt Disclosure [Abstract] Convertible Debt [Table Text Block] Schedule of exchangeable notes Tabular disclosure of recognition of interest expenses on debt instruments. Schedule of Interest Expense Recognition [Table Text Block] Schedule of interest expense of exchangeable notes Schedule of Maturities of Long-Term Debt [Table Text Block] Schedule of principal repayments on long-term debt including finance lease obligations Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] Schedule of derivatives measured at fair value and disclosed by balance sheet location Tabular disclosure of derivative and other financial assets and liabilities that are subject to offsetting, including master netting arrangements. Offsetting Instruments Table [Text Block] Schedule of gross and net amounts recognized within assets and liabilities Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block] Schedule of effects of cash flow hedge accounting on accumulated other comprehensive income (loss) Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location [Table Text Block] Schedule of effects of cash flow hedge accounting on the consolidated financial statements of operations Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] Tabular disclosure of the significant assumptions used during the year to estimate the fair value of equity instruments other than options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions. Schedule of Share-Based Payment Award, Equity Instruments Other Than Options, Valuation Assumptions [Table Text Block] Schedule of key inputs used in the fair value of the MSU Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] Schedule of summary of restricted share unit activity Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] Schedule of compensation expense recognized for share-based compensation Other Commitments [Table Text Block] Schedule of minimum annual payments for contractual obligations Description Of Business And Organization [Table] Ships Launching Period [Axis] Ships Launching Period [Domain] Information of ships launching period in 2026 through 2036. Ships launching period in 2026 through 2036 [Member] Ships launching period in 2026 through 2036 Information of ships launching period in 2026 through 2037. Ships launching period in 2026 through 2037 [Member] Ships launching period in 2026 through 2037 Information of ships launching period in 2027 through 2037. Ships launching period in 2027 through 2037 [Member] Ships launching period in 2027 through 2037 Information of ships launching period in 2026 through 2030. Ships launching period in 2026 through 2030 [Member] Ships launching period in 2026 through 2030 Information of ships launching period in 2030 through 2037. Ships Launching Period In 2030 Through 2037 [Member] Ships launching period in 2030 through 2037 Information of ships launching period in 2027 and 2028. Ships Launching Period In 2027 And 2028 [Member] Ships launching period in 2027 and 2028 Description Of Business And Organization [Line Items] Represents number of cruise ships. Number Of Cruise Ships Number of cruise ships Number of cruise ships Represents ship passenger capacity berths. Ship Passenger Capacity Berths Capacity of ship, berths Represents number of additional cruise ships. Number Of Additional Cruise Ships Number of additional ships Represents number of additional ships that have the option to cancel. Number Of Additional Cruise Ships, Option To Cancel Number of additional cruise ships, option to cancel Represents number of classes of cruise ships. Number Of Classes Of Ships Number of classes of ships Schedule of Long-Term Debt Instruments [Table] Debt Instrument [Axis] Debt Instrument, Name [Domain] Represents information pertaining to Senior Secured Revolving Credit Facility. Revolving Loan Facility Debt Instrument [Line Items] Amount of available liquidity including cash and cash equivalent and short term investment. Available Liquidity Amount Available liquidity Substantial Doubt about Going Concern, within One Year [true false] Line of Credit Facility, Remaining Borrowing Capacity Undrawn revolving loan facility Debt Instrument, Face Amount Principal amount Share-Based Payment Arrangement [Member] Share Awards Dilutive Securities, Effect on Basic Earnings Per Share, Dilutive Convertible Securities Effect of dilutive securities - exchangeable notes Net Income (Loss) Attributable to Parent, Diluted Net income (loss) and assumed conversion of exchangeable notes - Diluted EPS Weighted Average Number of Shares Outstanding, Diluted, Adjustment Dilutive effect of share awards Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of convertible debt securities using the if-converted method. Incremental Common Shares Attributable to Dilutive Effect of Exchangeable Notes Dilutive effect of exchangeable notes Schedule of Segment Reporting Information, by Segment [Table] Segments [Axis] Segments [Domain] Represents the information pertaining to single reportable segment. Single Reportable Segment [Member] Single reportable segment Segment Reporting Information [Line Items] The aggregate adjusted costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities. Adjusted Cost of Goods and Services Sold Adjusted total cruise operating expense Amount of marketing, general and administrative expenses excluding non-cash share-based compensation expenses related to equity awards for corporate employees. Marketing, General and Administrative Expenses Excluding Non-cash Share-based Compensation Expenses Adjusted marketing, general and administrative Generally recurring adjusted costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. Adjusted Operating Expenses Adjusted total other operating expense Amount of adjusted operating income loss during the period. Adjusted Operating Income Loss Adjusted operating income Amount of non-cash deferred compensation expenses related to the crew pension plan and non-cash share-based compensation expenses related to equity awards. Non-Cash Deferred Compensation Expenses and Share-based Compensation Expenses Non-cash compensation, severance and professional advisory fees Defined Benefit Plan, Service Cost Service cost Professional Fees Professional advisory fees Restructuring Charges Severance payments and other fees Schedule Of Significant Accounting Policies [Table] Schedule Of Significant Accounting Policies [Table] Geographical [Axis] Geographical [Domain] UNITED STATES Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Domain] Revenue Benchmark [Member] Sales Revenue, Net Concentration Risk Type [Axis] Concentration Risk Type [Domain] Geographic Concentration Risk [Member] Geographic Concentration Risk Schedule Of Significant Accounting Policies [Line Items] Schedule Of Significant Accounting Policies [Line Items] Schedule Of Significant Accounting Policies [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Antidilutive securities excluded from computation of earnings per share Number of Reportable Segments Number of reportable segments Gain (Loss), Foreign Currency Transaction, before Tax Foreign currency transaction gain (loss) Concentration Risk, Benchmark Description Concentration risk, benchmark Concentration Risk, Percentage Percentage of revenue attributable to U.S.- sourced passengers Disclosure of information when using transition method for cumulative effect in initial period of application for revenue from contract with customer. Revenues, Initial Application Period Cumulative Effect Transition [Table] North America [Member] North America Europe [Member] Europe Asia Pacific [Member] Asia-Pacific Represents other region. Other Country Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Revenues, Initial Application Period Cumulative Effect Transition [Line Items] Receivable Type [Axis] Receivable [Domain] Credit Card Receivable [Member] In-transit Credit Card Receivables Contract with Customer, Liability Contract liabilities included within advance ticket sales Represents percentage of refundable amounts included within contract liabilities. Percentage Of Refundable Amounts Included Within Contract Liabilities Percentage of refundable amounts included within contract liabilities Contract with Customer, Liability, Revenue Recognized Revenue recognized included in contract liability Lessee, Lease, Description [Table] Lessee, Lease, Description [Line Items] Lessee, Operating Lease, Description [Abstract] Operating leases Operating Lease, Right-of-Use Asset Right-of-use assets Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Operating lease, right-of-use asset - Extensible List Operating Lease, Liability, Current Current operating lease liabilities Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Operating lease liability, current - Extensible List Operating Lease, Liability, Noncurrent Non-current operating lease liabilities Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Operating lease liability, non-current - Extensible List Lessor, Operating Lease, Lease Not yet Commenced, Term of Contract Lease term (in years) Lessor, Operating Lease, Payment to be Received Aggregate lease payments Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] Change Related to Shipboard Retirement Plan Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] Change Related to Cash Flow Hedges Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss) [Line Items] AOCI Attributable to Parent, Net of Tax [Roll Forward] Other Comprehensive Income (Loss), before Reclassifications, Net of Tax Current period other comprehensive income (loss) before reclassifications Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax Amounts reclassified into earnings Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred Amount of losses expected to be reclassified into earnings next 12 months Property, Plant and Equipment [Table] Property, Plant and Equipment [Line Items] Property, Plant and Equipment, Additions Capitalized costs Represents the information pertaining to Norwegian Aqua term loan. Norwegian Aqua Term Loan [Member] Norwegian Aqua Term Loan Represents the information pertaining to Norwegian Luna term loan. Norwegian Luna Term Loan [Member] Norwegian Luna Term Loan Represents information pertaining to exchangeable senior notes due 2030. Exchangeable Senior Notes Due 2030 [Member] 0.875% Exchangeable Senior Notes Due 2030 Represents information pertaining to exchangeable senior notes due 2030. Exchangeable Senior Notes Two Due 2030 [Member] 0.750% Exchangeable Senior Notes Due 2030 Represents the 1.125% exchangeable senior notes due 2027. 1.125% Exchangeable Senior Notes Due 2027 Represents the 2.5% exchangeable senior notes due 2027. 2.5% Exchangeable Senior Notes Due 2027 Financing percentage. Financing Percentage Export credit facility financing as percentage of contract price Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate Fixed interest percentage rate Debt Instrument, Interest Rate, Effective Percentage Effective interest rate Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Domain] Fair Value, Inputs, Level 2 [Member] Level 2 Long-Term Debt, Gross Principal amount Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net Unamortized debt discount, including deferred financing fees Long-Term Debt Net carrying amount Long-Term Debt, Fair Value Fair value of long-term debt Fair Value Interest Expense, Debt Coupon interest Amortization of Debt Issuance Costs Amortization of deferred financing fees Interest Expense, Nonoperating Total Long-Term Debt, Fiscal Year Maturity [Abstract] Long-Term Debt, Maturity, Remainder of Fiscal Year Remainder of 2026 Long-Term Debt, Maturity, Year One 2027 Long-Term Debt, Maturity, Year Two 2028 Long-Term Debt, Maturity, Year Three 2029 Long-Term Debt, Maturity, Year Four 2030 Long-Term Debt, Maturity, Year Five 2031 Long-Term Debt, Maturity, after Year Five Thereafter Long-Term Debt and Lease Obligation, Including Current Maturities Total Fair Value Disclosures [Abstract] Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table] Financial Instrument [Axis] Financial Instruments [Domain] Derivative [Member] Total derivative Derivative Instrument [Axis] Derivative Contract [Domain] Represents information about fuel contracts. Fuel contracts Foreign Exchange Forward [Member] Foreign currency contracts Hedging Designation [Axis] Hedging Designation [Domain] Designated as Hedging Instrument [Member] Designated as Hedging Instrument Not Designated as Hedging Instrument [Member] Not Designated as Hedging Instrument Statement of Financial Position Location, Balance [Axis] Statement of Financial Position Location, Balance [Domain] Prepaid Expenses and Other Current Assets [Member] Prepaid expenses and other assets Other Noncurrent Assets [Member] Other long-term assets Accrued expenses and other liabilities [Member] Accrued expenses and other liabilities Other Noncurrent Liabilities [Member] Other long-term liabilities Derivatives, Fair Value [Line Items] Derivatives, Fair Value [Line Items] Derivative Asset, Subject to Master Netting Arrangement, before Offset Derivative assets, fair value Gross Amounts, Assets Derivative Liability, Subject to Master Netting Arrangement, before Offset Derivative liabilities, fair value Gross Amounts, Liabilities Derivative Asset, Including Not Subject to Master Netting Arrangement, after Offset and Deduction Gross Amounts Offset, Assets Derivative, Fair Value, Net Total Net Amounts, Assets Derivative Asset, Subject to Master Netting Arrangement, before Offset of Collateral Gross Amounts Not Offset, Assets Derivative Asset Net Amounts, Assets Derivative Asset, Statement of Financial Position [Extensible Enumeration] Derivative Liability, Including Not Subject to Master Netting Arrangement, after Offset and Deduction Gross Amounts Offset, Liabilities This element represents amount of derivative liabilities. Derivative Fair Value Of Derivative Net Liabilities Total Net Amounts, Liabilities Derivative Liability, Subject to Master Netting Arrangement, before Offset of Collateral Gross Amounts Not Offset, Liabilities Derivative Liability Net Amounts, Liabilities Derivative Liability, Statement of Financial Position [Extensible Enumeration] Derivative Instruments, Gain (Loss) [Table] Hedging Relationship [Axis] Hedging Relationship [Domain] Cash Flow Hedging [Member] Cash Flow Hedging Other Comprehensive Income Location [Axis] Other Comprehensive Income Location [Domain] Other Nonoperating Income (Expense) [Member] Other income (expense), net Represents information about depreciation and amortization expense. Depreciation and amortization Derivative Instruments, Gain (Loss) [Line Items] Derivative Instruments, Gain (Loss) [Line Items] Gain (Loss) on Discontinuation of Cash Flow Hedge Due to Forecasted Transaction Probable of Not Occurring, Net Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (expense) as a result that a forecasted transaction is no longer probable of occurring Fair Value, by Balance Sheet Grouping [Table] Foreign Exchange Contract [Member] Foreign exchange Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Derivative, Contract End Date Derivative maturing date Derivative, Nonmonetary Notional Amount Projected fuel purchases Derivative, Notional Amount Notional amount of derivatives Fair Value, Option, Aggregate Differences, Long-Term Debt Instruments Fair value of long-term debt in excess of carrying value Compensation And Retirement Disclosure [Abstract] Represents time-based restricted stock units. Time-Based Awards Time-Based Awards Represents performance-based restricted stock units. Performance-Based RSU Awards Performance-Based Awards Restricted Stock Units (RSUs) [Member] RSU Represents market-based restricted stock units. Market-Based RSU Awards Market-based RSUs (MSU) Time-based share option awards. Time-Based Options Award Date [Axis] Award Date [Domain] Information of awards in March 2026. Awarded In March 2026 [Member] Awarded In March 2026 Title and Position [Axis] Title and Position [Domain] Information of Employee. Employee Management [Member] Members of management team Person with designation of President and Chief Executive Officer. President And Chief Executive Officer [Member] President and Chief Executive Officer Statistical Measurement [Axis] Statistical Measurement [Domain] Minimum [Member] Minimum Maximum [Member] Maximum Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period Granted Share awards granted Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period Share-based award, vesting period Represents the percent of payout based on the achievement of target. Percentage Of Payout Based On Achievement Of Target Payout percentage Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period Share options expired and forfeited, in shares Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price Share options expired and forfeited, weighted average exercise price Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate Expected share price volatility Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate Risk-free interest rate Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term Expected term Postemployment Benefits [Abstract] Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Number of Restricted Share Awards Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number Non-vested as of March 31, 2026 Non-vested as of January 1, 2026 Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period Vested Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period Forfeited or expired Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Weighted- Average Grant-Date Fair Value Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Non-vested as of March 31, 2026 Non-vested as of January 1, 2026 Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Granted Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Vested Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Forfeited or expired Statement of Income Location, Balance [Axis] Statement of Income Location, Balance [Domain] Selling, General and Administrative Expenses [Member] Marketing, general and administrative expense Share-Based Payment Arrangement, Expense Total share-based compensation expense Commitments and Contingencies Disclosure [Table] Commitments And Contingencies Disclosure [Table] Category of Item Purchased [Axis] Long-Term Purchase Commitment, Category of Item Purchased [Domain] Ship Construction Contracts [Member] Ship Construction Contracts Information of ships launching period in 2032 and 2035. Ships launching period in 2032 and 2035 [Member] Ships launching period in 2032 and 2035 Information of ships launching period in 2034 and 2036. Ships launching period in 2034 and 2036 [Member] Ships launching period in 2034 and 2036 Commitments and Contingencies Disclosure [Line Items] Commitments And Contingencies Disclosure [Line Items] Commitments and Contingencies Disclosure [Line Items] Gross tons. Gross Tons Capacity of ship, tons Represents the aggregate contract value. Contract Value Aggregate contract price of new ships Loss Contingency, New Claims Filed, Number Number of lawsuits filed Loss Contingency, Estimate of Possible Loss Estimate of possible loss Other Commitments [Table] Other Commitments [Line Items] Other Commitments [Line Items] Other Commitment, to be Paid, Remainder of Fiscal Year Remainder of 2026 Other Commitment, to be Paid, Year One 2027 Other Commitment, to be Paid, Year Two 2028 Other Commitment, to be Paid, Year Three 2029 Other Commitment, to be Paid, Year Four 2030 Other Commitment, to be Paid, Year Five 2031 Other Commitment, to be Paid, after Year Five Thereafter Other Commitment Total minimum annual payments Capital Expenditures Incurred but Not yet Paid Non-cash investing activity in connection with property and equipment EX-101.PRE 10 nclh-20260331_pre.xml EX-101.PRE XML 12 R1.htm IDEA: XBRL DOCUMENT v3.26.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2026
Apr. 22, 2026
Document And Entity Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2026  
Document Transition Report false  
Securities Act File Number 001-35784  
Entity Registrant Name NORWEGIAN CRUISE LINE HOLDINGS LTD.  
Entity Incorporation, State or Country Code D0  
Entity Tax Identification Number 98-0691007  
Entity Address, Address Line One 7665 Corporate Center Drive  
Entity Address, City or Town Miami  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33126  
City Area Code 305  
Local Phone Number 436-4000  
Title of 12(b) Security Ordinary shares, par value $0.001 per share  
Trading Symbol NCLH  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   459,110,140
Entity Central Index Key 0001513761  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2026  
Document Fiscal Period Focus Q1  
Amendment Flag false  
XML 13 R2.htm IDEA: XBRL DOCUMENT v3.26.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Revenue    
Total revenue $ 2,331,221 $ 2,127,553
Cruise operating expense    
Total cruise operating expense 1,377,881 1,303,938
Other operating expense    
Marketing, general and administrative 459,681 391,376
Depreciation and amortization 260,716 231,297
Total other operating expense 720,397 622,673
Operating income 232,943 200,942
Non-operating income (expense)    
Interest expense, net (165,987) (217,872)
Other income (expense), net 40,703 (24,505)
Total non-operating income (expense) (125,284) (242,377)
Net income (loss) before income taxes 107,659 (41,435)
Income tax benefit (expense) (2,993) 1,140
Net income (loss) $ 104,666 $ (40,295)
Weighted-average shares outstanding    
Basic (in shares) 456,654,579 441,147,186
Diluted (in shares) 466,145,101 441,147,186
Earnings (loss) per share    
Basic (in dollars per share) $ 0.23 $ (0.09)
Diluted (in dollars per share) $ 0.23 $ (0.09)
Passenger ticket    
Revenue    
Total revenue $ 1,542,321 $ 1,418,684
Commissions, transportation and other    
Cruise operating expense    
Total cruise operating expense 397,605 395,343
Onboard and other    
Revenue    
Total revenue 788,900 708,869
Cruise operating expense    
Total cruise operating expense 151,868 138,858
Payroll and related    
Cruise operating expense    
Total cruise operating expense 380,216 334,504
Fuel    
Cruise operating expense    
Total cruise operating expense 168,926 175,014
Food    
Cruise operating expense    
Total cruise operating expense 80,682 75,588
Other    
Cruise operating expense    
Total cruise operating expense $ 198,584 $ 184,631
XML 14 R3.htm IDEA: XBRL DOCUMENT v3.26.1
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Statement of Comprehensive Income [Abstract]    
Net income (loss) $ 104,666 $ (40,295)
Other comprehensive income:    
Shipboard Retirement Plan 43 16
Cash flow hedges:    
Net unrealized gain 125,139 30,825
Amount realized and reclassified into earnings (1,589) 4,073
Total other comprehensive income 123,593 34,914
Total comprehensive income (loss) $ 228,259 $ (5,381)
XML 15 R4.htm IDEA: XBRL DOCUMENT v3.26.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Current assets:    
Cash and cash equivalents $ 185,047 $ 209,893
Accounts receivable, net 277,100 291,659
Inventories 162,718 138,181
Prepaid expenses and other assets 682,959 498,808
Total current assets 1,307,824 1,138,541
Property and equipment, net 20,189,081 19,068,807
Goodwill 135,764 135,764
Trade names 500,525 500,525
Other long-term assets 1,661,659 1,697,764
Total assets 23,794,853 22,541,401
Current liabilities:    
Current portion of long-term debt 1,175,479 875,899
Accounts payable 184,672 169,655
Accrued expenses and other liabilities 1,138,335 1,206,430
Advance ticket sales 3,718,873 3,200,593
Total current liabilities 6,217,359 5,452,577
Long-term debt 13,979,393 13,730,277
Other long-term liabilities 1,166,655 1,148,659
Total liabilities 21,363,407 20,331,513
Commitments and contingencies (Note 10)
Shareholders' equity:    
Ordinary shares, $0.001 par value; 980,000,000 shares authorized; 459,099,810 shares issued and outstanding at March 31, 2026 and 455,257,489 shares issued and outstanding at December 31, 2025 459 455
Additional paid-in capital 8,220,727 8,227,432
Accumulated other comprehensive income (loss) (327,772) (451,365)
Accumulated deficit (5,461,968) (5,566,634)
Total shareholders' equity 2,431,446 2,209,888
Total liabilities and shareholders' equity $ 23,794,853 $ 22,541,401
XML 16 R5.htm IDEA: XBRL DOCUMENT v3.26.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2026
Dec. 31, 2025
Statement of Financial Position [Abstract]    
Ordinary shares, par value (in dollars per share) $ 0.001 $ 0.001
Ordinary shares, authorized 980,000,000 980,000,000
Ordinary shares, issued 459,099,810 455,257,489
Ordinary shares, outstanding 459,099,810 455,257,489
XML 17 R6.htm IDEA: XBRL DOCUMENT v3.26.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Cash flows from operating activities    
Net income (loss) $ 104,666 $ (40,295)
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization expense 281,388 250,535
Loss on extinguishment of debt   49,529
Share-based compensation expense 23,365 20,281
Net foreign currency adjustments on euro-denominated debt (37,638) 16,013
Other, net 1,813 1,344
Changes in operating assets and liabilities:    
Accounts receivable, net 13,690 (50,220)
Inventories (27,654) (6,135)
Prepaid expenses and other assets (87,953) (75,976)
Accounts payable 33,595 10,700
Accrued expenses and other liabilities (31,185) (162,488)
Advance ticket sales 537,364 665,933
Net cash provided by operating activities 811,451 679,221
Cash flows from investing activities    
Additions to property and equipment, net (1,436,667) (1,525,220)
Other, net (3,156) (7,022)
Net cash used in investing activities (1,439,823) (1,532,242)
Cash flows from financing activities    
Repayments of long-term debt (608,410) (2,723,237)
Proceeds from long-term debt 1,260,848 3,679,114
Net share settlement of restricted share units (30,055) (23,805)
Early redemption premium   (38,379)
Deferred financing fees and other (18,857) (47,078)
Net cash provided by financing activities 603,526 846,615
Net increase (decrease) in cash and cash equivalents (24,846) (6,406)
Cash and cash equivalents at beginning of period 209,893 190,765
Cash and cash equivalents at end of period $ 185,047 $ 184,359
XML 18 R7.htm IDEA: XBRL DOCUMENT v3.26.1
Consolidated Statements of Changes in Shareholders' Equity - USD ($)
$ in Thousands
Ordinary Shares
Additional Paid-in Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Total
Balance at Dec. 31, 2024 $ 440 $ 7,921,918 $ (507,039) $ (5,989,880) $ 1,425,439
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation   20,281     20,281
Issuance of shares under employee related plans 3 (3)      
Net share settlement of restricted share units   (23,805)     (23,805)
Other comprehensive income (loss), net     34,914   34,914
Net income (loss)       (40,295) (40,295)
Balance at Mar. 31, 2025 443 7,918,391 (472,125) (6,030,175) 1,416,534
Balance at Dec. 31, 2025 455 8,227,432 (451,365) (5,566,634) 2,209,888
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation   23,365     23,365
Issuance of shares under employee related plans 4 (4)      
Net share settlement of restricted share units   (30,055)     (30,055)
Other   (11)     (11)
Other comprehensive income (loss), net     123,593   123,593
Net income (loss)       104,666 104,666
Balance at Mar. 31, 2026 $ 459 $ 8,220,727 $ (327,772) $ (5,461,968) $ 2,431,446
XML 19 R8.htm IDEA: XBRL DOCUMENT v3.26.1
Description of Business and Organization
3 Months Ended
Mar. 31, 2026
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Description of Business and Organization

1.   Description of Business and Organization

We are a leading global cruise company, which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. As of March 31, 2026, we had 35 ships with approximately 75,000 Berths. 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 to be delivered in 2033 and 2036 and the Sonata Class Ship and Norwegian Cruise Line ship that are both to be delivered in 2037 will be effective upon financing.

​

​

XML 20 R9.htm IDEA: XBRL DOCUMENT v3.26.1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2.   Summary of Significant Accounting Policies

Liquidity

As of March 31, 2026, we had liquidity of approximately $1.6 billion, including cash and cash equivalents of $185.0 million and $1.4 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.

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

Basis of Presentation

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

Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire fiscal year. Historically, demand for cruises has been strongest during the Northern Hemisphere’s summer months. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025, which are included in our most recent Annual Report on Form 10-K filed with the SEC on March 2, 2026.

Earnings Per Share

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

A reconciliation between basic and diluted earnings per share was as follows (in thousands, except share and per share data):

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Net income (loss)

​

$

104,666

​

$

(40,295)

Effect of dilutive securities - exchangeable notes

​

​

771

​

​

—

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

​

$

105,437

​

$

(40,295)

Basic weighted-average shares outstanding

​

 

456,654,579

​

 

441,147,186

Dilutive effect of share awards

​

 

3,789,904

​

 

—

Dilutive effect of exchangeable notes

​

​

5,700,618

​

​

—

Diluted weighted-average shares outstanding

​

 

466,145,101

​

 

441,147,186

Basic EPS

​

$

0.23

​

$

(0.09)

Diluted EPS

​

$

0.23

​

$

(0.09)

​

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. During the three months ended March 31, 2026, the 2027 2.5% Exchangeable Notes were anti-dilutive. For the three months ended March 31, 2025, each of the then outstanding 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 months ended March 31, 2026, 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 March 31, 2026 and 2025, a total of 0.7 million and 79.6 million shares, respectively, have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

​

Segment Reporting

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

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Total revenue

​

$

2,331,221

​

$

2,127,553

Cruise operating expense

​

​

​

​

​

​

Commissions, transportation and other

​

​

397,605

​

​

395,343

Onboard and other

​

​

151,868

​

​

138,858

Adjusted payroll and related (1)

​

​

374,379

​

​

329,127

Fuel

​

​

168,926

​

​

175,014

Food

​

​

80,682

​

​

75,588

Other

​

​

198,584

​

​

184,631

Adjusted total cruise operating expense

​

​

1,372,044

​

​

1,298,561

Other operating expense

​

​

​

​

​

​

Adjusted marketing, general and administrative (2)

​

​

426,280

​

​

375,919

Depreciation and amortization

​

​

260,716

​

​

231,297

Adjusted total other operating expense

​

​

686,996

​

​

607,216

Adjusted operating income

​

$

272,181

​

$

221,776

​

​

​

​

​

​

​

Adjusted operating income

​

$

272,181

​

$

221,776

Non-cash compensation, severance and professional advisory fees (3)

​

​

(39,238)

​

​

(20,834)

Interest expense, net

​

​

(165,987)

​

​

(217,872)

Other income (expense), net

​

​

40,703

​

​

(24,505)

Net income (loss) before income taxes

​

$

107,659

​

$

(41,435)

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

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Service cost

​

$

614

​

$

553

​

(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 and the cash portion of our restructuring costs related to certain employee terminations as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Professional advisory fees

​

$

5,067

​

$

—

Severance payments and other fees

​

​

10,192

​

​

—

​

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

​

​

​

Foreign Currency

The majority of our transactions are settled in U.S. dollars. We remeasure assets and liabilities denominated in foreign currencies at exchange rates in effect at the balance sheet date. The resulting gains or losses are recognized in our consolidated statements of operations within other income (expense), net. We recognized a gain of $38.8 million and a loss of $22.5 million for the three months ended March 31, 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.

Depreciation and Amortization Expense

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 included in interest expense, net.

Recently Issued Accounting Guidance

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain costs and expenses, including employee compensation, and requires other improvements to disclosures. The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The update may be applied on a prospective or retrospective basis. We are evaluating the impact of ASU 2024-03 on our notes to the consolidated financial statements.

​

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes the prescriptive software development stages and replaces them with a probable-to-complete recognition threshold. These changes also apply to website development costs. The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The update may be applied using a prospective, modified or retrospective transition approach. We will evaluate the impact of ASU 2025-06 on our consolidated financial statements.

In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements (“ASU 2025-09”), which updates the guidance to more closely align hedge accounting with the economics of an entity’s risk management activities. Among other things, ASU 2025-09 expands the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge by allowing similar risks instead of shared risks and expands hedge accounting for forecasted purchases of nonfinancial assets (for example, fuel) by permitting hedge accounting for eligible components of forecasted transactions and subcomponents of explicitly referenced components in an agreement’s pricing formula. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The update shall be applied on a prospective basis; however, upon adoption, entities are permitted to modify certain critical terms of certain existing hedging relationships without dedesignating the hedge. We are evaluating the impact of ASU 2025-09 on our consolidated financial statements.

XML 21 R10.htm IDEA: XBRL DOCUMENT v3.26.1
Revenue Recognition
3 Months Ended
Mar. 31, 2026
Revenue from Contract with Customer [Abstract]  
Revenue Recognition

3.   Revenue Recognition

Disaggregation of Revenue

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

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

North America

​

$

1,766,251

​

$

1,446,728

Europe

​

 

31,941

​

 

73,250

Asia-Pacific

​

 

366,737

​

 

405,789

Other

​

​

166,292

​

​

201,786

Total revenue

​

$

2,331,221

​

$

2,127,553

​

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.

Geographic Concentration

Although we sell cruises on an international basis, our passenger ticket revenue is primarily attributed to U.S.-sourced guests who make reservations through the U.S. Our revenue attributable to U.S.-sourced guests has approximated 84% of total revenue over the preceding three fiscal years. No other individual country’s revenues exceed 10% in any given period.

Contract Balances

Receivables from customers are included within accounts receivable, net. As of March 31, 2026 and December 31, 2025, our receivables from customers were $100.4 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 March 31, 2026 and December 31, 2025, our contract liabilities were $2.8 billion and $2.3 billion, respectively. Of the amounts included within contract liabilities as of March 31, 2026, approximately 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 three months ended March 31, 2026, $1.7 billion of revenue recognized was included in the contract liability balance at the beginning of the period.

XML 22 R11.htm IDEA: XBRL DOCUMENT v3.26.1
Leases
3 Months Ended
Mar. 31, 2026
Leases [Abstract]  
Leases

4.   Leases

Operating Leases - Lessee

​

Operating lease balances were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

Balance Sheet location

  ​ ​ ​

March 31, 2026

 

December 31, 2025

Operating leases

 

  ​

 

​

  ​

​

​

  ​

Right-of-use assets

 

Other long-term assets

​

$

1,087,506

​

$

1,089,709

Current operating lease liabilities

 

Accrued expenses and other liabilities

​

​

33,284

​

​

32,064

Non-current operating lease liabilities

 

Other long-term liabilities

​

​

894,497

​

​

897,899

​

​

Operating Leases - Lessor

In March 2026, we executed a long-term lease for Seven Seas Navigator. The lease will commence in December 2027 and has a term of nine years unless a purchase option is exercised prior to the end of the term. There are multiple purchase options through the end of the lease term, which decline in value annually. The lease is expected to be an operating lease. The aggregate undiscounted lease payments to be received throughout the terms of the agreements, including variable payments, are expected to be approximately $100 million excluding the impact of the purchase options.

XML 23 R12.htm IDEA: XBRL DOCUMENT v3.26.1
Accumulated Other Comprehensive Income (Loss)
3 Months Ended
Mar. 31, 2026
Statement of Comprehensive Income [Abstract]  
Accumulated Other Comprehensive Income (Loss)

5.   Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) for the three months ended March 31, 2026 was as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended March 31, 2026

​

​

  ​ ​ ​

​

​

  ​ ​ ​

​

​

​

Change

​

​

​

Accumulated

​

Change

​

Related to

​

​

​

Other

​

Related to

​

Shipboard

​

​

​

Comprehensive

​

Cash Flow

​

Retirement

​

​

  ​ ​ ​

Income (Loss)

  ​ ​ ​

Hedges

​

 Plan

​

Accumulated other comprehensive income (loss) at beginning of period

​

$

(451,365)

​

$

(457,603)

​

$

6,238

  ​

Current period other comprehensive income before reclassifications

​

 

125,139

​

 

125,139

  ​

 

—

  ​

Amounts reclassified into earnings

​

 

(1,546)

​

 

(1,589)

(1)

 

43

(2)

Accumulated other comprehensive income (loss) at end of period

​

$

(327,772)

​

$

(334,053)

(3)

$

6,281

  ​

​

Accumulated other comprehensive income (loss) for the three months ended March 31, 2025 was as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended March 31, 2025

​

​

  ​ ​ ​

​

​

  ​ ​ ​

​

​

​

Change

 

​

​

Accumulated

​

Change

​

Related to

​

​

​

Other

​

Related to

​

Shipboard

​

​

​

Comprehensive

​

Cash Flow

​

Retirement

​

​

  ​ ​ ​

Income (Loss)

  ​ ​ ​

Hedges

​

 Plan

​

Accumulated other comprehensive income (loss) at beginning of period

 

$

(507,039)

​

$

(514,243)

​

$

7,204

 

Current period other comprehensive income before reclassifications

 

 

30,825

 

 

30,825

  ​

 

—

 

Amounts reclassified into earnings

 

 

4,089

 

 

4,073

(1)

 

16

(2)

Accumulated other comprehensive income (loss) at end of period

 

$

(472,125)

 

$

(479,345)

​

$

7,220

 

(1)We refer you to Note 8 – “Fair Value Measurements and Derivatives” for the affected line items in the consolidated statements of operations.
(2)Amortization of prior-service cost and actuarial loss reclassified to other income (expense), net.
(3)Includes $86.9 million of gains expected to be reclassified into earnings in the next 12 months.
XML 24 R13.htm IDEA: XBRL DOCUMENT v3.26.1
Property and Equipment, Net
3 Months Ended
Mar. 31, 2026
Property Plant And Equipment [Abstract]  
Property and Equipment, Net

6.Property and Equipment, Net

Property and equipment, net increased $1.1 billion for the three months ended March 31, 2026 primarily due to the delivery of Norwegian Luna.

XML 25 R14.htm IDEA: XBRL DOCUMENT v3.26.1
Long-Term Debt
3 Months Ended
Mar. 31, 2026
Long-term Debt, Unclassified [Abstract]  
Long-Term Debt

7.   Long-Term Debt

In March 2026, we took delivery of Norwegian Luna. We had export credit financing in place for 80% of the contract price. The associated €1.0 billion term loan bears interest at a fixed rate of 1.91% per annum with a maturity date of February 25, 2038. Principal and interest payments are payable semiannually.

Exchangeable Notes

The following is a summary of NCLC’s exchangeable notes as of March 31, 2026 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unamortized

​

​

​

​

​

​

​

​

​

​

Principal

​

Deferred

​

Net Carrying

​

Fair Value

​

  ​ ​ ​

Amount

  ​ ​ ​

Financing Fees

  ​ ​ ​

Amount

  ​ ​ ​

Amount

  ​ ​ ​

Leveling

2027 1.125% Exchangeable Notes (1)

​

$

192,037

​

$

(866)

​

$

191,171

​

$

186,654

​

Level 2

2027 2.5% Exchangeable Notes (1)

​

​

24,138

​

​

(119)

​

​

24,019

​

​

23,718

​

Level 2

2030 0.875% Exchangeable Notes

​

​

353,876

​

​

(2,680)

​

​

351,196

​

​

350,458

​

Level 2

2030 0.750% Exchangeable Notes

​

​

1,407,000

​

​

(24,044)

​

​

1,382,956

​

​

1,248,783

​

Level 2

(1)Classified within current portion of long-term debt as of March 31, 2026.

The following is a summary of NCLC’s exchangeable notes as of December 31, 2025 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unamortized

​

​

​

​

​

​

​

​

​

​

Principal

​

Deferred

​

Net Carrying

​

Fair Value

​

  ​ ​ ​

Amount

  ​ ​ ​

Financing Fees

  ​ ​ ​

Amount

  ​ ​ ​

Amount

  ​ ​ ​

Leveling

2027 1.125% Exchangeable Notes

​

$

192,037

​

$

(1,097)

​

$

190,940

​

$

190,988

​

Level 2

2027 2.5% Exchangeable Notes

​

​

24,138

​

​

(149)

​

​

23,989

​

​

24,285

​

Level 2

2030 0.875% Exchangeable Notes

​

​

353,876

​

​

(2,829)

​

​

351,047

​

​

387,692

​

Level 2

2030 0.750% Exchangeable Notes

​

​

1,407,000

​

​

(25,139)

​

​

1,381,861

​

​

1,354,111

​

Level 2

​

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

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

​

2026

  ​ ​ ​

2025

Coupon interest

​

$

4,045

​

$

12,238

Amortization of deferred financing fees

​

​

1,703

​

​

2,481

Total

​

$

5,748

​

$

14,719

​

As of March 31, 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.

​

​

Debt Repayments

The following are scheduled principal repayments on our long-term debt including exchangeable notes, portions of which can be settled in NCLH ordinary shares, and finance lease obligations as of March 31, 2026 (in thousands):

​

​

​

​

​

Year

  ​ ​ ​

Amount

Remainder of 2026

​

$

718,364

2027

​

 

1,108,536

2028

​

 

1,343,762

2029

​

 

1,367,656

2030

​

 

3,822,427

2031

​

​

1,868,199

Thereafter

​

 

5,380,563

Total

​

$

15,609,507

​

Debt Covenants

As of March 31, 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 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.

XML 26 R15.htm IDEA: XBRL DOCUMENT v3.26.1
Fair Value Measurements and Derivatives
3 Months Ended
Mar. 31, 2026
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Fair Value Measurements and Derivatives

8.   Fair Value Measurements and Derivatives

Fair value is defined as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

Derivatives are generally recorded at fair value. Contracts that are designated as normal purchases and normal sales are not recorded at fair value. The normal purchases and normal sales exception requires, among other things, physical delivery in quantities expected to be used or sold over a reasonable period in the normal course of business. All of our allowance purchase agreements related to the European Union’s Emissions Trading System meet the criteria specified for this exception.

Fair Value Hierarchy

The following hierarchy for inputs used in measuring fair value should maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most observable inputs be used when available:

Level 1      Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement dates.

Level 2      Significant other observable inputs that are used by market participants in pricing the asset or liability based on market data obtained from independent sources.

Level 3      Significant unobservable inputs we believe market participants would use in pricing the asset or liability based on the best information available.

Derivatives

We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We attempt to minimize these risks through a combination of our normal operating and financing activities and through the use of derivatives. We assess whether derivatives used in hedging transactions are “highly effective” in offsetting

changes in the cash flow of our hedged forecasted transactions. We use qualitative assessments or regression analysis for hedge relationships, and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings. There are no amounts excluded from the assessment of hedge effectiveness, except when the hedged item is a contractually specified component, and there are no credit-risk-related contingent features in our derivative agreements. We monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. Credit risk, including but not limited to counterparty non-performance under derivatives, is not considered significant as we primarily conduct business with large, well-established financial institutions with which we have established relationships, and which have credit risks acceptable to us, or the credit risk is spread out among many creditors. We do not anticipate non-performance by any of our significant counterparties.

As of March 31, 2026, we had fuel swaps designated as hedges, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 642 thousand metric tons of our projected fuel purchases, maturing through December 31, 2027.

As of March 31, 2026, we also had fuel swaps pertaining to approximately 27 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through October 31, 2027.

As of March 31, 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 €3.1 billion, or $3.6 billion based on the euro/U.S. dollar exchange rate as of March 31, 2026.

As of March 31, 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 €262.3 million, or $303.0 million based on the euro/U.S. dollar exchange rate as of March 31, 2026.

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Assets

​

Liabilities

​

​

​

​

March 31, 

​

December 31, 

​

March 31, 

​

December 31, 

​

  ​ ​ ​

Balance Sheet Location

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Derivative Contracts Designated as Hedging Instruments

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fuel contracts

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Prepaid expenses and other assets

​

$

100,943

​

$

—

​

$

—

​

$

—

​

​

Other long-term assets

​

​

24,129

​

​

—

​

​

—

​

​

—

​

​

Accrued expenses and other liabilities

​

​

—

​

​

116

​

​

—

​

​

16,302

​

​

Other long-term liabilities

​

 

—

​

 

—

​

 

—

​

 

7,829

Foreign currency contracts

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Prepaid expenses and other assets

​

 

19,087

​

 

33,307

​

 

—

​

 

—

​

​

Other long-term assets

​

 

2,562

​

 

—

​

 

601

​

 

—

​

​

Accrued expenses and other liabilities

​

 

—

​

 

—

​

 

18,837

​

 

2,434

​

​

Other long-term liabilities

​

 

—

​

 

—

​

 

5,348

​

 

—

Total derivatives designated as hedging instruments

​

$

146,721

​

$

33,423

​

$

24,786

​

$

26,565

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Derivative Contracts Not Designated as Hedging Instruments

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fuel contracts

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Prepaid expenses and other assets

​

$

4,410

​

$

—

​

$

—

​

$

—

​

​

Other long-term assets

​

​

112

​

​

—

​

​

—

​

​

—

​

​

Accrued expenses and other liabilities

​

​

—

​

​

—

​

​

—

​

​

1,024

​

​

Other long-term liabilities

​

​

—

​

 

—

​

 

—

​

 

114

Foreign currency contracts

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accrued expenses and other liabilities

​

​

—

​

​

—

​

​

4,127

​

​

594

Total derivatives not designated as hedging instruments

​

$

4,522

​

$

—

​

$

4,127

​

$

1,732

Total derivatives

​

​

​

$

151,243

​

$

33,423

​

$

28,913

​

$

28,297

​

The fair values of swap and forward contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The Company determines the value of options and collars utilizing an option pricing model based on inputs that are either readily available in public markets or can be derived from information available in publicly quoted markets. The option pricing model used by the Company is an industry standard model for valuing options and is used by the broker/dealer community. The inputs to this option pricing model are the option strike price, underlying price, risk-free rate of interest, time to expiration, and volatility. The fair value of option contracts considers both the intrinsic value and any remaining time value associated with those derivatives that have not yet settled. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values.

Our derivatives and financial instruments were categorized as Level 2 in the fair value hierarchy, and we had no derivatives or financial instruments categorized as Level 1 or Level 3. Our derivative contracts include rights of offset with our counterparties. We have elected to net certain assets and liabilities within counterparties when the rights of offset exist. We are not required to post cash collateral related to our derivative instruments.

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross 

​

​

​

​

Gross

​

​

​

​

​

Gross 

​

Amounts 

​

Total Net

​

Amounts 

​

​

​

March 31, 2026

  ​ ​ ​

Amounts

  ​ ​ ​

Offset

  ​ ​ ​

Amounts

  ​ ​ ​

Not Offset

  ​ ​ ​

Net Amounts

Assets

​

$

151,243

​

$

(601)

​

$

150,642

​

$

(150,380)

​

$

262

Liabilities

​

​

28,312

​

​

—

​

​

28,312

​

​

(28,312)

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross

​

​

​

​

Gross

​

​

​

​

​

Gross

​

Amounts

​

Total Net

​

Amounts

​

​

​

December 31, 2025

  ​ ​ ​

Amounts

  ​ ​ ​

Offset

  ​ ​ ​

Amounts

  ​ ​ ​

Not Offset

  ​ ​ ​

Net Amounts

Assets

​

$

33,307

​

$

—

​

$

33,307

​

$

(33,307)

​

$

—

Liabilities

​

​

28,297

​

​

(116)

​

​

28,181

​

​

(3,028)

​

​

25,153

​

The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) include the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Location of Gain

  ​ ​ ​

​

​

  ​ ​ ​

​

​

​

​

​

​

​

​

​

​

(Loss) Reclassified

​

​

​

​

​

​

​

​

​

​

​

​

​

​

from Accumulated

​

Amount of Gain (Loss) Reclassified

​

​

Amount of Gain (Loss)

​

Other Comprehensive

​

from Accumulated Other

​

​

Recognized in Other

​

Income (Loss) into

​

Comprehensive Income

Derivatives

  ​ ​ ​

Comprehensive Loss

  ​ ​ ​

Income (Expense)

  ​ ​ ​

(Loss) into Income (Expense)

​

​

Three Months

​

Three Months

​

​

​

Three Months

​

Three Months

​

​

Ended

​

Ended

​

​

​

Ended

​

Ended

​

  ​ ​ ​

March 31, 2026

  ​ ​ ​

March 31, 2025

​

​

  ​ ​ ​

March 31, 2026

  ​ ​ ​

March 31, 2025

Fuel contracts

 

$

162,316

​

$

10,672

​

Fuel

 

$

5,007

​

$

290

Fuel contracts

​

​

—

​

​

—

​

Other income (expense), net

​

​

705

​

​

(244)

Foreign currency contracts

 

 

(37,177)

​

 

20,153

​

Depreciation and amortization

 

 

(4,123)

​

 

(4,119)

Total gain (loss) recognized in other comprehensive income (loss)

 

$

125,139

​

$

30,825

​

  ​

 

$

1,589

​

$

(4,073)

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended March 31, 2026

​

Three Months Ended March 31, 2025

​

​

​

​

​

Depreciation 

​

​

​

​

​

​

​

Depreciation 

​

​

​

​

​

​

​

​

and 

​

Other Income

​

​

​

​

and 

​

Other Income

​

  ​ ​ ​

Fuel

  ​ ​ ​

Amortization

  ​ ​ ​

 (Expense), net

  ​ ​ ​

Fuel

  ​ ​ ​

Amortization

  ​ ​ ​

 (Expense), net

Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded

​

$

168,926

​

$

260,716

​

$

40,703

​

$

175,014

​

$

231,297

​

$

(24,505)

​

​

​

  ​

​

​

  ​

​

​

​

​

​

  ​

​

​

  ​

​

​

​

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

 

​

  ​

 

​

  ​

 

​

​

 

​

  ​

 

​

  ​

​

 

  ​

Fuel contracts

 

​

5,007

 

​

—

 

​

—

 

​

290

 

​

—

​

​

—

Foreign currency contracts

 

​

—

​

​

(4,123)

 

​

—

 

​

—

 

​

(4,119)

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fuel contracts

​

​

—

​

​

—

​

​

705

​

​

—

​

​

—

​

​

(244)

​

​

Long-Term Debt

As of March 31, 2026 and December 31, 2025, the fair value of our long-term debt, including the current portion, was $14.4 billion and $14.1 billion, respectively, which was $1.2 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.

Other

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

XML 27 R16.htm IDEA: XBRL DOCUMENT v3.26.1
Employee Benefits and Share-Based Compensation
3 Months Ended
Mar. 31, 2026
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Employee Benefits and Share-Based Compensation

9.   Employee Benefits and Share-Based Compensation

Restricted Share Unit Awards

In March 2026, NCLH granted 5.0 million time-based restricted share unit awards (“RSUs”) to our employees, which primarily vest in substantially equal installments over three years. Additionally, in March 2026, NCLH granted 1.3 million performance-based restricted share units (“PSUs”) to certain members of our management team, which vest upon the achievement of certain pre-established performance targets established through 2028 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2029.

In connection with Mr. Chidsey’s appointment as President and Chief Executive Officer, NCLH granted him a one-time inducement equity award consisting of 967,254 RSUs and 1,172,638 target market-based restricted share units (“MSUs”). The RSUs vest in substantially equal installments over four years. The MSUs are eligible to vest at the end of a four-year performance period based on the NCLH’s absolute total shareholder return compound annual growth rate, with payout ranging from 0% to 200% of target. These awards were granted outside the Amended and Restated 2013 Performance Incentive Plan and were approved by NCLH’s Compensation Committee in reliance on the employment inducement exemption under Section 303A.08 of the New York Stock Exchange’s Listed Company Manual.

The fair value of the MSUs is estimated using a Monte Carlo model due to the market condition. The below table summarizes the key inputs used in the Monte Carlo simulation:

​

​

​

​

Dividend yield

 

—%

Expected share price volatility

 

54.77%

Risk-free interest rate

 

3.96%

Expected term

 

3.77 years

​

Expected volatility was determined based on a blend of implied volatility and historical volatility of our share price over a period commensurate with the remaining term of the measurement period. The risk-free rate was based on U.S. Treasury zero coupon issues with a remaining term equal to the remaining term of the measurement period.

​

The following is a summary of restricted share unit activity for the three months ended March 31, 2026:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of

​

Weighted-

​

Number of

​

Weighted-

​

Number of

​

Weighted-

​

​

Time-Based

​

Average Grant

​

Performance-

​

Average Grant

​

Market-

​

Average Grant 

​

  ​ ​ ​

Awards

  ​ ​ ​

Date Fair Value

  ​ ​ ​

Based Awards

  ​ ​ ​

Date Fair Value

  ​ ​ ​

Based Awards

  ​ ​ ​

Date Fair Value

Non-vested as of January 1, 2026

 

8,537,656

​

$

19.95

 

2,521,536

​

$

19.97

 

—

​

$

—

Granted

 

6,145,765

​

​

20.08

​

1,304,731

(1)

​

21.02

​

2,345,276

(1)

​

24.24

Vested

 

(4,483,402)

​

​

19.02

​

(579,244)

​

​

18.00

 

—

​

​

—

Forfeited or expired

 

(509,082)

​

​

20.24

​

(203,920)

​

​

17.21

 

—

​

​

—

Non-vested as of March 31, 2026

 

9,690,937

​

​

20.45

 

3,043,103

​

​

20.98

 

2,345,276

​

​

24.24

(1)Number of PSUs and MSUs included assumes maximum achievement.

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

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

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Payroll and related expense

​

$

5,223

​

$

4,824

Marketing, general and administrative expense

​

 

18,142

​

 

15,457

Total share-based compensation expense

​

$

23,365

​

$

20,281

​

XML 28 R17.htm IDEA: XBRL DOCUMENT v3.26.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2026
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

10.   Commitments and Contingencies

​

Ship Construction Contracts

For the Norwegian brand, we have two Prima Class Ships on order, each at approximately 170,000 Gross Tons and 3,880 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 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 March 31, 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 $19.8 billion based on the euro/U.S. dollar exchange rate as of March 31, 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 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. 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 March 31, 2026, our minimum annual payments for non-cancelable ship construction contracts were as follows (in thousands):

​

​

​

​

​

Year

  ​ ​ ​

Amount

Remainder of 2026

​

$

1,206,068

2027

​

​

2,470,973

2028

​

 

1,485,225

2029

​

 

1,291,444

2030

​

 

3,275,989

2031

​

 

205,453

Thereafter

​

 

9,087,177

Total minimum annual payments

​

$

19,022,329

​

Litigation

​

Investigations

​

In March 2020, the Florida Attorney General announced an investigation related to the Company’s marketing during the COVID-19 pandemic. Following the announcement of the investigation by the Florida Attorney General, we received notifications from other attorneys general and governmental agencies that they are conducting similar investigations. This matter has been resolved in its entirety, which includes the resolution and disposition of all investigations and related proceedings conducted by the attorneys general of all relevant jurisdictions.

​

Helms-Burton Act

On August 27, 2019, a lawsuit was filed against Norwegian Cruise Line Holdings Ltd. in the United States District Court for the Southern District of Florida under Title III of the Cuban Liberty and Solidarity (Libertad) Act of 1996, also known as the Helms-Burton Act. The complaint, filed by Havana Docks Corporation (the “Havana Docks Matter”), alleges it holds an interest in the Havana Cruise Port Terminal, which was expropriated by the Cuban Government. The complaint further alleges that the Company “trafficked” in the property by embarking and disembarking passengers at the facility, as well as profiting from the Cuban Government’s possession of the property. The plaintiff seeks all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs. After various motions challenging the sufficiency of plaintiff’s complaint were resolved and voluminous discovery was completed, both sides filed motions for summary judgment. On March 21, 2022, the court issued an order granting plaintiff’s motion for summary judgment on the issue of liability and denying the Company’s cross-motion for summary judgment. The court scheduled a trial on determination of damages only for November 2022. The plaintiff elected to seek what the court ruled to be its baseline statutory damage amount, which was the amount of the certified claim plus interest, trebled and with attorneys’ fees. Given this, there was no fact issue to be tried, and the matter was removed from the trial calendar. On December 30, 2022, the court entered a final judgment of approximately $112.9 million and, on January 23, 2023, the Company filed a notice of appeal from that judgment. On April 12, 2023, the Company posted a sufficient supersedeas bond with the court to prevent any efforts by the plaintiff to collect on the judgment pending the appeal. On 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. We believe that the likelihood of loss related to this matter is reasonably possible but not probable at this time; therefore, no liability has been recorded.

Other

In the normal course of our business, various other claims and lawsuits have been filed or are pending against us. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of our liability is typically limited to our deductible amount. Nonetheless, the ultimate outcome of these claims and lawsuits that are not covered by insurance cannot be determined at this time. We have evaluated our overall exposure with respect to all of our threatened

and pending litigation and, to the extent required, we have accrued amounts for all estimable probable losses associated with our deemed exposure. We are currently unable to estimate any other potential losses beyond those accrued as discovery is not complete nor is adequate information available to estimate such range of loss or potential recovery. However, based on our current knowledge, we do not believe that the aggregate amount or range of reasonably possible losses with respect to these matters will be material to our consolidated results of operations, financial condition or cash flows. We intend to vigorously defend our legal position on all claims and, to the extent necessary, seek recovery.

Other Contingencies

​

The Company also has agreements with its credit card processors that govern 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 March 31, 2026, the Company was not required to maintain any reserve funds.

XML 29 R18.htm IDEA: XBRL DOCUMENT v3.26.1
Other Income (Expense), Net
3 Months Ended
Mar. 31, 2026
Other Income And Expenses [Abstract]  
Other Income (Expense), Net

11.   Other Income (Expense), Net

For the three months ended March 31, 2026 and 2025, other income (expense), net was income of $40.7 million and expense of $24.5 million, respectively, was primarily due to net gains and losses on foreign currency remeasurements of our euro-denominated debt.

​

XML 30 R19.htm IDEA: XBRL DOCUMENT v3.26.1
Supplemental Cash Flow Information
3 Months Ended
Mar. 31, 2026
Supplemental Cash Flow Information [Abstract]  
Supplemental Cash Flow Information

12.   Supplemental Cash Flow Information

For the three months ended March 31, 2026 and 2025, we had non-cash investing activities consisting of changes in accruals related to property and equipment of $59.9 million and $4.0 million, respectively.

XML 31 R20.htm IDEA: XBRL DOCUMENT v3.26.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Pay vs Performance Disclosure    
Net Income (Loss) $ 104,666 $ (40,295)
XML 32 R21.htm IDEA: XBRL DOCUMENT v3.26.1
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2026
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
XML 33 R22.htm IDEA: XBRL DOCUMENT v3.26.1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Liquidity, Basis of Presentation

Liquidity

As of March 31, 2026, we had liquidity of approximately $1.6 billion, including cash and cash equivalents of $185.0 million and $1.4 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.

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

Basis of Presentation

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

Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire fiscal year. Historically, demand for cruises has been strongest during the Northern Hemisphere’s summer months. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025, which are included in our most recent Annual Report on Form 10-K filed with the SEC on March 2, 2026.

Earnings Per Share

Earnings Per Share

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

A reconciliation between basic and diluted earnings per share was as follows (in thousands, except share and per share data):

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Net income (loss)

​

$

104,666

​

$

(40,295)

Effect of dilutive securities - exchangeable notes

​

​

771

​

​

—

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

​

$

105,437

​

$

(40,295)

Basic weighted-average shares outstanding

​

 

456,654,579

​

 

441,147,186

Dilutive effect of share awards

​

 

3,789,904

​

 

—

Dilutive effect of exchangeable notes

​

​

5,700,618

​

​

—

Diluted weighted-average shares outstanding

​

 

466,145,101

​

 

441,147,186

Basic EPS

​

$

0.23

​

$

(0.09)

Diluted EPS

​

$

0.23

​

$

(0.09)

​

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. During the three months ended March 31, 2026, the 2027 2.5% Exchangeable Notes were anti-dilutive. For the three months ended March 31, 2025, each of the then outstanding 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 months ended March 31, 2026, 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 March 31, 2026 and 2025, a total of 0.7 million and 79.6 million shares, respectively, have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

Foreign Currency

Foreign Currency

The majority of our transactions are settled in U.S. dollars. We remeasure assets and liabilities denominated in foreign currencies at exchange rates in effect at the balance sheet date. The resulting gains or losses are recognized in our consolidated statements of operations within other income (expense), net. We recognized a gain of $38.8 million and a loss of $22.5 million for the three months ended March 31, 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.

Depreciation and Amortization Expense

Depreciation and Amortization Expense

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 included in interest expense, net.

Segment Reporting

​

Segment Reporting

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

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Total revenue

​

$

2,331,221

​

$

2,127,553

Cruise operating expense

​

​

​

​

​

​

Commissions, transportation and other

​

​

397,605

​

​

395,343

Onboard and other

​

​

151,868

​

​

138,858

Adjusted payroll and related (1)

​

​

374,379

​

​

329,127

Fuel

​

​

168,926

​

​

175,014

Food

​

​

80,682

​

​

75,588

Other

​

​

198,584

​

​

184,631

Adjusted total cruise operating expense

​

​

1,372,044

​

​

1,298,561

Other operating expense

​

​

​

​

​

​

Adjusted marketing, general and administrative (2)

​

​

426,280

​

​

375,919

Depreciation and amortization

​

​

260,716

​

​

231,297

Adjusted total other operating expense

​

​

686,996

​

​

607,216

Adjusted operating income

​

$

272,181

​

$

221,776

​

​

​

​

​

​

​

Adjusted operating income

​

$

272,181

​

$

221,776

Non-cash compensation, severance and professional advisory fees (3)

​

​

(39,238)

​

​

(20,834)

Interest expense, net

​

​

(165,987)

​

​

(217,872)

Other income (expense), net

​

​

40,703

​

​

(24,505)

Net income (loss) before income taxes

​

$

107,659

​

$

(41,435)

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

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Service cost

​

$

614

​

$

553

​

(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 and the cash portion of our restructuring costs related to certain employee terminations as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Professional advisory fees

​

$

5,067

​

$

—

Severance payments and other fees

​

​

10,192

​

​

—

​

(3)Includes, in aggregate, the adjustments noted above.
Recently Issued Accounting Guidance

Recently Issued Accounting Guidance

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain costs and expenses, including employee compensation, and requires other improvements to disclosures. The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The update may be applied on a prospective or retrospective basis. We are evaluating the impact of ASU 2024-03 on our notes to the consolidated financial statements.

​

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes the prescriptive software development stages and replaces them with a probable-to-complete recognition threshold. These changes also apply to website development costs. The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The update may be applied using a prospective, modified or retrospective transition approach. We will evaluate the impact of ASU 2025-06 on our consolidated financial statements.

In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements (“ASU 2025-09”), which updates the guidance to more closely align hedge accounting with the economics of an entity’s risk management activities. Among other things, ASU 2025-09 expands the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge by allowing similar risks instead of shared risks and expands hedge accounting for forecasted purchases of nonfinancial assets (for example, fuel) by permitting hedge accounting for eligible components of forecasted transactions and subcomponents of explicitly referenced components in an agreement’s pricing formula. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The update shall be applied on a prospective basis; however, upon adoption, entities are permitted to modify certain critical terms of certain existing hedging relationships without dedesignating the hedge. We are evaluating the impact of ASU 2025-09 on our consolidated financial statements.

XML 34 R23.htm IDEA: XBRL DOCUMENT v3.26.1
Summary of Significant Accounting Policies (Tables)
3 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Schedule of reconciliation between basic and diluted EPS

A reconciliation between basic and diluted earnings per share was as follows (in thousands, except share and per share data):

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Net income (loss)

​

$

104,666

​

$

(40,295)

Effect of dilutive securities - exchangeable notes

​

​

771

​

​

—

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

​

$

105,437

​

$

(40,295)

Basic weighted-average shares outstanding

​

 

456,654,579

​

 

441,147,186

Dilutive effect of share awards

​

 

3,789,904

​

 

—

Dilutive effect of exchangeable notes

​

​

5,700,618

​

​

—

Diluted weighted-average shares outstanding

​

 

466,145,101

​

 

441,147,186

Basic EPS

​

$

0.23

​

$

(0.09)

Diluted EPS

​

$

0.23

​

$

(0.09)

Schedule of reconciliation of adjusted operating income to net income before income taxes

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

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Total revenue

​

$

2,331,221

​

$

2,127,553

Cruise operating expense

​

​

​

​

​

​

Commissions, transportation and other

​

​

397,605

​

​

395,343

Onboard and other

​

​

151,868

​

​

138,858

Adjusted payroll and related (1)

​

​

374,379

​

​

329,127

Fuel

​

​

168,926

​

​

175,014

Food

​

​

80,682

​

​

75,588

Other

​

​

198,584

​

​

184,631

Adjusted total cruise operating expense

​

​

1,372,044

​

​

1,298,561

Other operating expense

​

​

​

​

​

​

Adjusted marketing, general and administrative (2)

​

​

426,280

​

​

375,919

Depreciation and amortization

​

​

260,716

​

​

231,297

Adjusted total other operating expense

​

​

686,996

​

​

607,216

Adjusted operating income

​

$

272,181

​

$

221,776

​

​

​

​

​

​

​

Adjusted operating income

​

$

272,181

​

$

221,776

Non-cash compensation, severance and professional advisory fees (3)

​

​

(39,238)

​

​

(20,834)

Interest expense, net

​

​

(165,987)

​

​

(217,872)

Other income (expense), net

​

​

40,703

​

​

(24,505)

Net income (loss) before income taxes

​

$

107,659

​

$

(41,435)

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

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Service cost

​

$

614

​

$

553

​

(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 and the cash portion of our restructuring costs related to certain employee terminations as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Professional advisory fees

​

$

5,067

​

$

—

Severance payments and other fees

​

​

10,192

​

​

—

​

(3)Includes, in aggregate, the adjustments noted above.
Schedule of revenues by destination

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

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

North America

​

$

1,766,251

​

$

1,446,728

Europe

​

 

31,941

​

 

73,250

Asia-Pacific

​

 

366,737

​

 

405,789

Other

​

​

166,292

​

​

201,786

Total revenue

​

$

2,331,221

​

$

2,127,553

XML 35 R24.htm IDEA: XBRL DOCUMENT v3.26.1
Revenue Recognition (Tables)
3 Months Ended
Mar. 31, 2026
Revenue from Contract with Customer [Abstract]  
Schedule of revenues by destination

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

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

North America

​

$

1,766,251

​

$

1,446,728

Europe

​

 

31,941

​

 

73,250

Asia-Pacific

​

 

366,737

​

 

405,789

Other

​

​

166,292

​

​

201,786

Total revenue

​

$

2,331,221

​

$

2,127,553

XML 36 R25.htm IDEA: XBRL DOCUMENT v3.26.1
Leases (Tables)
3 Months Ended
Mar. 31, 2026
Leases [Abstract]  
Schedule of lease balances

Operating lease balances were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

Balance Sheet location

  ​ ​ ​

March 31, 2026

 

December 31, 2025

Operating leases

 

  ​

 

​

  ​

​

​

  ​

Right-of-use assets

 

Other long-term assets

​

$

1,087,506

​

$

1,089,709

Current operating lease liabilities

 

Accrued expenses and other liabilities

​

​

33,284

​

​

32,064

Non-current operating lease liabilities

 

Other long-term liabilities

​

​

894,497

​

​

897,899

XML 37 R26.htm IDEA: XBRL DOCUMENT v3.26.1
Accumulated Other Comprehensive Income (Loss) (Tables)
3 Months Ended
Mar. 31, 2026
Statement of Comprehensive Income [Abstract]  
Schedule of accumulated other comprehensive income (loss)

Accumulated other comprehensive income (loss) for the three months ended March 31, 2026 was as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended March 31, 2026

​

​

  ​ ​ ​

​

​

  ​ ​ ​

​

​

​

Change

​

​

​

Accumulated

​

Change

​

Related to

​

​

​

Other

​

Related to

​

Shipboard

​

​

​

Comprehensive

​

Cash Flow

​

Retirement

​

​

  ​ ​ ​

Income (Loss)

  ​ ​ ​

Hedges

​

 Plan

​

Accumulated other comprehensive income (loss) at beginning of period

​

$

(451,365)

​

$

(457,603)

​

$

6,238

  ​

Current period other comprehensive income before reclassifications

​

 

125,139

​

 

125,139

  ​

 

—

  ​

Amounts reclassified into earnings

​

 

(1,546)

​

 

(1,589)

(1)

 

43

(2)

Accumulated other comprehensive income (loss) at end of period

​

$

(327,772)

​

$

(334,053)

(3)

$

6,281

  ​

​

Accumulated other comprehensive income (loss) for the three months ended March 31, 2025 was as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended March 31, 2025

​

​

  ​ ​ ​

​

​

  ​ ​ ​

​

​

​

Change

 

​

​

Accumulated

​

Change

​

Related to

​

​

​

Other

​

Related to

​

Shipboard

​

​

​

Comprehensive

​

Cash Flow

​

Retirement

​

​

  ​ ​ ​

Income (Loss)

  ​ ​ ​

Hedges

​

 Plan

​

Accumulated other comprehensive income (loss) at beginning of period

 

$

(507,039)

​

$

(514,243)

​

$

7,204

 

Current period other comprehensive income before reclassifications

 

 

30,825

 

 

30,825

  ​

 

—

 

Amounts reclassified into earnings

 

 

4,089

 

 

4,073

(1)

 

16

(2)

Accumulated other comprehensive income (loss) at end of period

 

$

(472,125)

 

$

(479,345)

​

$

7,220

 

(1)We refer you to Note 8 – “Fair Value Measurements and Derivatives” for the affected line items in the consolidated statements of operations.
(2)Amortization of prior-service cost and actuarial loss reclassified to other income (expense), net.
(3)Includes $86.9 million of gains expected to be reclassified into earnings in the next 12 months.
XML 38 R27.htm IDEA: XBRL DOCUMENT v3.26.1
Long-Term Debt (Tables)
3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Schedule of exchangeable notes

The following is a summary of NCLC’s exchangeable notes as of March 31, 2026 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unamortized

​

​

​

​

​

​

​

​

​

​

Principal

​

Deferred

​

Net Carrying

​

Fair Value

​

  ​ ​ ​

Amount

  ​ ​ ​

Financing Fees

  ​ ​ ​

Amount

  ​ ​ ​

Amount

  ​ ​ ​

Leveling

2027 1.125% Exchangeable Notes (1)

​

$

192,037

​

$

(866)

​

$

191,171

​

$

186,654

​

Level 2

2027 2.5% Exchangeable Notes (1)

​

​

24,138

​

​

(119)

​

​

24,019

​

​

23,718

​

Level 2

2030 0.875% Exchangeable Notes

​

​

353,876

​

​

(2,680)

​

​

351,196

​

​

350,458

​

Level 2

2030 0.750% Exchangeable Notes

​

​

1,407,000

​

​

(24,044)

​

​

1,382,956

​

​

1,248,783

​

Level 2

(1)Classified within current portion of long-term debt as of March 31, 2026.

The following is a summary of NCLC’s exchangeable notes as of December 31, 2025 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unamortized

​

​

​

​

​

​

​

​

​

​

Principal

​

Deferred

​

Net Carrying

​

Fair Value

​

  ​ ​ ​

Amount

  ​ ​ ​

Financing Fees

  ​ ​ ​

Amount

  ​ ​ ​

Amount

  ​ ​ ​

Leveling

2027 1.125% Exchangeable Notes

​

$

192,037

​

$

(1,097)

​

$

190,940

​

$

190,988

​

Level 2

2027 2.5% Exchangeable Notes

​

​

24,138

​

​

(149)

​

​

23,989

​

​

24,285

​

Level 2

2030 0.875% Exchangeable Notes

​

​

353,876

​

​

(2,829)

​

​

351,047

​

​

387,692

​

Level 2

2030 0.750% Exchangeable Notes

​

​

1,407,000

​

​

(25,139)

​

​

1,381,861

​

​

1,354,111

​

Level 2

Schedule of interest expense of exchangeable notes

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

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

​

2026

  ​ ​ ​

2025

Coupon interest

​

$

4,045

​

$

12,238

Amortization of deferred financing fees

​

​

1,703

​

​

2,481

Total

​

$

5,748

​

$

14,719

Schedule of principal repayments on long-term debt including finance lease obligations

The following are scheduled principal repayments on our long-term debt including exchangeable notes, portions of which can be settled in NCLH ordinary shares, and finance lease obligations as of March 31, 2026 (in thousands):

​

​

​

​

​

Year

  ​ ​ ​

Amount

Remainder of 2026

​

$

718,364

2027

​

 

1,108,536

2028

​

 

1,343,762

2029

​

 

1,367,656

2030

​

 

3,822,427

2031

​

​

1,868,199

Thereafter

​

 

5,380,563

Total

​

$

15,609,507

XML 39 R28.htm IDEA: XBRL DOCUMENT v3.26.1
Fair Value Measurements and Derivatives (Tables)
3 Months Ended
Mar. 31, 2026
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Schedule of derivatives measured at fair value and disclosed by balance sheet location

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Assets

​

Liabilities

​

​

​

​

March 31, 

​

December 31, 

​

March 31, 

​

December 31, 

​

  ​ ​ ​

Balance Sheet Location

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Derivative Contracts Designated as Hedging Instruments

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fuel contracts

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Prepaid expenses and other assets

​

$

100,943

​

$

—

​

$

—

​

$

—

​

​

Other long-term assets

​

​

24,129

​

​

—

​

​

—

​

​

—

​

​

Accrued expenses and other liabilities

​

​

—

​

​

116

​

​

—

​

​

16,302

​

​

Other long-term liabilities

​

 

—

​

 

—

​

 

—

​

 

7,829

Foreign currency contracts

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Prepaid expenses and other assets

​

 

19,087

​

 

33,307

​

 

—

​

 

—

​

​

Other long-term assets

​

 

2,562

​

 

—

​

 

601

​

 

—

​

​

Accrued expenses and other liabilities

​

 

—

​

 

—

​

 

18,837

​

 

2,434

​

​

Other long-term liabilities

​

 

—

​

 

—

​

 

5,348

​

 

—

Total derivatives designated as hedging instruments

​

$

146,721

​

$

33,423

​

$

24,786

​

$

26,565

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Derivative Contracts Not Designated as Hedging Instruments

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fuel contracts

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Prepaid expenses and other assets

​

$

4,410

​

$

—

​

$

—

​

$

—

​

​

Other long-term assets

​

​

112

​

​

—

​

​

—

​

​

—

​

​

Accrued expenses and other liabilities

​

​

—

​

​

—

​

​

—

​

​

1,024

​

​

Other long-term liabilities

​

​

—

​

 

—

​

 

—

​

 

114

Foreign currency contracts

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accrued expenses and other liabilities

​

​

—

​

​

—

​

​

4,127

​

​

594

Total derivatives not designated as hedging instruments

​

$

4,522

​

$

—

​

$

4,127

​

$

1,732

Total derivatives

​

​

​

$

151,243

​

$

33,423

​

$

28,913

​

$

28,297

Schedule of gross and net amounts recognized within assets and liabilities

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross 

​

​

​

​

Gross

​

​

​

​

​

Gross 

​

Amounts 

​

Total Net

​

Amounts 

​

​

​

March 31, 2026

  ​ ​ ​

Amounts

  ​ ​ ​

Offset

  ​ ​ ​

Amounts

  ​ ​ ​

Not Offset

  ​ ​ ​

Net Amounts

Assets

​

$

151,243

​

$

(601)

​

$

150,642

​

$

(150,380)

​

$

262

Liabilities

​

​

28,312

​

​

—

​

​

28,312

​

​

(28,312)

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross

​

​

​

​

Gross

​

​

​

​

​

Gross

​

Amounts

​

Total Net

​

Amounts

​

​

​

December 31, 2025

  ​ ​ ​

Amounts

  ​ ​ ​

Offset

  ​ ​ ​

Amounts

  ​ ​ ​

Not Offset

  ​ ​ ​

Net Amounts

Assets

​

$

33,307

​

$

—

​

$

33,307

​

$

(33,307)

​

$

—

Liabilities

​

​

28,297

​

​

(116)

​

​

28,181

​

​

(3,028)

​

​

25,153

Schedule of effects of cash flow hedge accounting on accumulated other comprehensive income (loss)

The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) include the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Location of Gain

  ​ ​ ​

​

​

  ​ ​ ​

​

​

​

​

​

​

​

​

​

​

(Loss) Reclassified

​

​

​

​

​

​

​

​

​

​

​

​

​

​

from Accumulated

​

Amount of Gain (Loss) Reclassified

​

​

Amount of Gain (Loss)

​

Other Comprehensive

​

from Accumulated Other

​

​

Recognized in Other

​

Income (Loss) into

​

Comprehensive Income

Derivatives

  ​ ​ ​

Comprehensive Loss

  ​ ​ ​

Income (Expense)

  ​ ​ ​

(Loss) into Income (Expense)

​

​

Three Months

​

Three Months

​

​

​

Three Months

​

Three Months

​

​

Ended

​

Ended

​

​

​

Ended

​

Ended

​

  ​ ​ ​

March 31, 2026

  ​ ​ ​

March 31, 2025

​

​

  ​ ​ ​

March 31, 2026

  ​ ​ ​

March 31, 2025

Fuel contracts

 

$

162,316

​

$

10,672

​

Fuel

 

$

5,007

​

$

290

Fuel contracts

​

​

—

​

​

—

​

Other income (expense), net

​

​

705

​

​

(244)

Foreign currency contracts

 

 

(37,177)

​

 

20,153

​

Depreciation and amortization

 

 

(4,123)

​

 

(4,119)

Total gain (loss) recognized in other comprehensive income (loss)

 

$

125,139

​

$

30,825

​

  ​

 

$

1,589

​

$

(4,073)

Schedule of effects of cash flow hedge accounting on the consolidated financial statements of operations

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended March 31, 2026

​

Three Months Ended March 31, 2025

​

​

​

​

​

Depreciation 

​

​

​

​

​

​

​

Depreciation 

​

​

​

​

​

​

​

​

and 

​

Other Income

​

​

​

​

and 

​

Other Income

​

  ​ ​ ​

Fuel

  ​ ​ ​

Amortization

  ​ ​ ​

 (Expense), net

  ​ ​ ​

Fuel

  ​ ​ ​

Amortization

  ​ ​ ​

 (Expense), net

Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded

​

$

168,926

​

$

260,716

​

$

40,703

​

$

175,014

​

$

231,297

​

$

(24,505)

​

​

​

  ​

​

​

  ​

​

​

​

​

​

  ​

​

​

  ​

​

​

​

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

 

​

  ​

 

​

  ​

 

​

​

 

​

  ​

 

​

  ​

​

 

  ​

Fuel contracts

 

​

5,007

 

​

—

 

​

—

 

​

290

 

​

—

​

​

—

Foreign currency contracts

 

​

—

​

​

(4,123)

 

​

—

 

​

—

 

​

(4,119)

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fuel contracts

​

​

—

​

​

—

​

​

705

​

​

—

​

​

—

​

​

(244)

XML 40 R29.htm IDEA: XBRL DOCUMENT v3.26.1
Employee Benefits and Share-Based Compensation (Tables)
3 Months Ended
Mar. 31, 2026
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Schedule of key inputs used in the fair value of the MSU

​

​

​

​

Dividend yield

 

—%

Expected share price volatility

 

54.77%

Risk-free interest rate

 

3.96%

Expected term

 

3.77 years

Schedule of summary of restricted share unit activity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of

​

Weighted-

​

Number of

​

Weighted-

​

Number of

​

Weighted-

​

​

Time-Based

​

Average Grant

​

Performance-

​

Average Grant

​

Market-

​

Average Grant 

​

  ​ ​ ​

Awards

  ​ ​ ​

Date Fair Value

  ​ ​ ​

Based Awards

  ​ ​ ​

Date Fair Value

  ​ ​ ​

Based Awards

  ​ ​ ​

Date Fair Value

Non-vested as of January 1, 2026

 

8,537,656

​

$

19.95

 

2,521,536

​

$

19.97

 

—

​

$

—

Granted

 

6,145,765

​

​

20.08

​

1,304,731

(1)

​

21.02

​

2,345,276

(1)

​

24.24

Vested

 

(4,483,402)

​

​

19.02

​

(579,244)

​

​

18.00

 

—

​

​

—

Forfeited or expired

 

(509,082)

​

​

20.24

​

(203,920)

​

​

17.21

 

—

​

​

—

Non-vested as of March 31, 2026

 

9,690,937

​

​

20.45

 

3,043,103

​

​

20.98

 

2,345,276

​

​

24.24

(1)Number of PSUs and MSUs included assumes maximum achievement.
Schedule of compensation expense recognized for share-based compensation

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

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Payroll and related expense

​

$

5,223

​

$

4,824

Marketing, general and administrative expense

​

 

18,142

​

 

15,457

Total share-based compensation expense

​

$

23,365

​

$

20,281

​

XML 41 R30.htm IDEA: XBRL DOCUMENT v3.26.1
Commitments and Contingencies (Tables)
3 Months Ended
Mar. 31, 2026
Commitments And Contingencies Disclosure [Abstract]  
Schedule of minimum annual payments for contractual obligations

​

As of March 31, 2026, our minimum annual payments for non-cancelable ship construction contracts were as follows (in thousands):

​

​

​

​

​

Year

  ​ ​ ​

Amount

Remainder of 2026

​

$

1,206,068

2027

​

​

2,470,973

2028

​

 

1,485,225

2029

​

 

1,291,444

2030

​

 

3,275,989

2031

​

 

205,453

Thereafter

​

 

9,087,177

Total minimum annual payments

​

$

19,022,329

XML 42 R31.htm IDEA: XBRL DOCUMENT v3.26.1
Description of Business and Organization (Details)
Mar. 31, 2026
item
Description Of Business And Organization [Line Items]  
Number of cruise ships 35
Capacity of ship, berths 75,000
Ships launching period in 2026 through 2036  
Description Of Business And Organization [Line Items]  
Number of additional ships 4
Ships launching period in 2026 through 2037  
Description Of Business And Organization [Line Items]  
Number of additional ships 16
Number of classes of ships 3
Ships launching period in 2027 through 2037  
Description Of Business And Organization [Line Items]  
Number of additional ships 5
Ships launching period in 2030 through 2037  
Description Of Business And Organization [Line Items]  
Number of additional ships 5
Ships launching period in 2027 and 2028  
Description Of Business And Organization [Line Items]  
Number of additional ships 2
XML 43 R32.htm IDEA: XBRL DOCUMENT v3.26.1
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2026
Dec. 31, 2025
Debt Instrument [Line Items]    
Available liquidity $ 1,600,000  
Cash and cash equivalents $ 185,047 $ 209,893
Substantial Doubt about Going Concern, within One Year [true false] false  
Revolving Loan Facility    
Debt Instrument [Line Items]    
Undrawn revolving loan facility $ 1,400,000  
XML 44 R33.htm IDEA: XBRL DOCUMENT v3.26.1
Summary of Significant Accounting Policies - Reconciliation between Basic and Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Debt Instrument [Line Items]    
Net income (loss) $ 104,666 $ (40,295)
Effect of dilutive securities - exchangeable notes 771  
Net income (loss) and assumed conversion of exchangeable notes - Diluted EPS $ 105,437 $ (40,295)
Basic weighted-average shares outstanding 456,654,579 441,147,186
Dilutive effect of exchangeable notes 5,700,618  
Diluted weighted-average shares outstanding 466,145,101 441,147,186
Basic earnings per share (in dollars per share) $ 0.23 $ (0.09)
Diluted earnings per share (in dollars per share) $ 0.23 $ (0.09)
Share Awards    
Debt Instrument [Line Items]    
Dilutive effect of share awards 3,789,904  
XML 45 R34.htm IDEA: XBRL DOCUMENT v3.26.1
Summary of Significant Accounting Policies - Segment Reporting (Details) - USD ($)
3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Segment Reporting Information [Line Items]    
Total revenue $ 2,331,221,000 $ 2,127,553,000
Cruise operating expense    
Total cruise operating expense 1,377,881,000 1,303,938,000
Other operating expense    
Depreciation and amortization 260,716,000 231,297,000
Total other operating expense 720,397,000 622,673,000
Interest expense, net (165,987,000) (217,872,000)
Other income (expense), net 40,703,000 (24,505,000)
Net income (loss) before income taxes 107,659,000 (41,435,000)
Service cost 614,000 553,000
Professional advisory fees 5,067,000  
Severance payments and other fees 10,192,000  
Commissions, transportation and other    
Cruise operating expense    
Total cruise operating expense 397,605,000 395,343,000
Onboard and other    
Segment Reporting Information [Line Items]    
Total revenue 788,900,000 708,869,000
Cruise operating expense    
Total cruise operating expense 151,868,000 138,858,000
Payroll and related    
Cruise operating expense    
Total cruise operating expense 380,216,000 334,504,000
Fuel    
Cruise operating expense    
Total cruise operating expense 168,926,000 175,014,000
Food    
Cruise operating expense    
Total cruise operating expense 80,682,000 75,588,000
Other    
Cruise operating expense    
Total cruise operating expense 198,584,000 184,631,000
Single reportable segment    
Segment Reporting Information [Line Items]    
Total revenue 2,331,221,000 2,127,553,000
Cruise operating expense    
Adjusted total cruise operating expense 1,372,044,000 1,298,561,000
Other operating expense    
Adjusted marketing, general and administrative 426,280,000 375,919,000
Depreciation and amortization 260,716,000 231,297,000
Adjusted total other operating expense 686,996,000 607,216,000
Adjusted operating income 272,181,000 221,776,000
Non-cash compensation, severance and professional advisory fees (39,238,000) (20,834,000)
Interest expense, net (165,987,000) (217,872,000)
Other income (expense), net 40,703,000 (24,505,000)
Net income (loss) before income taxes 107,659,000 (41,435,000)
Single reportable segment | Commissions, transportation and other    
Cruise operating expense    
Total cruise operating expense 397,605,000 395,343,000
Single reportable segment | Onboard and other    
Cruise operating expense    
Total cruise operating expense 151,868,000 138,858,000
Single reportable segment | Payroll and related    
Cruise operating expense    
Adjusted total cruise operating expense 374,379,000 329,127,000
Single reportable segment | Fuel    
Cruise operating expense    
Total cruise operating expense 168,926,000 175,014,000
Single reportable segment | Food    
Cruise operating expense    
Total cruise operating expense 80,682,000 75,588,000
Single reportable segment | Other    
Cruise operating expense    
Total cruise operating expense $ 198,584,000 $ 184,631,000
XML 46 R35.htm IDEA: XBRL DOCUMENT v3.26.1
Summary of Significant Accounting Policies - Other (Details)
$ in Thousands, shares in Millions
3 Months Ended
Mar. 31, 2026
USD ($)
item
segment
shares
Mar. 31, 2025
USD ($)
shares
Dec. 31, 2025
USD ($)
Schedule Of Significant Accounting Policies [Line Items]      
Antidilutive securities excluded from computation of earnings per share | shares 0.7 79.6  
Number of reportable segments | segment 1    
Foreign currency transaction gain (loss) $ 38,800 $ (22,500)  
Accounts receivable, net 277,100   $ 291,659
Ship, carrying value $ 20,189,081   $ 19,068,807
Number of cruise ships | item 35    
Sales Revenue, Net | Geographic Concentration Risk      
Schedule Of Significant Accounting Policies [Line Items]      
Concentration risk, benchmark No other individual country’s revenues exceed 10% in any given period.    
UNITED STATES | Sales Revenue, Net | Geographic Concentration Risk | Passenger [Member]      
Schedule Of Significant Accounting Policies [Line Items]      
Percentage of revenue attributable to U.S.- sourced passengers 84.00%    
XML 47 R36.htm IDEA: XBRL DOCUMENT v3.26.1
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Revenues, Initial Application Period Cumulative Effect Transition [Line Items]    
Revenues by destination $ 2,331,221 $ 2,127,553
North America    
Revenues, Initial Application Period Cumulative Effect Transition [Line Items]    
Revenues by destination 1,766,251 1,446,728
Europe    
Revenues, Initial Application Period Cumulative Effect Transition [Line Items]    
Revenues by destination 31,941 73,250
Asia-Pacific    
Revenues, Initial Application Period Cumulative Effect Transition [Line Items]    
Revenues by destination 366,737 405,789
Other Country    
Revenues, Initial Application Period Cumulative Effect Transition [Line Items]    
Revenues by destination $ 166,292 $ 201,786
XML 48 R37.htm IDEA: XBRL DOCUMENT v3.26.1
Revenue Recognition (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2026
Dec. 31, 2025
Revenues, Initial Application Period Cumulative Effect Transition [Line Items]    
Receivables from customers $ 277,100 $ 291,659
Contract liabilities included within advance ticket sales $ 2,800,000 2,300,000
Percentage of refundable amounts included within contract liabilities 45.00%  
Revenue recognized included in contract liability $ 1,700,000  
In-transit Credit Card Receivables    
Revenues, Initial Application Period Cumulative Effect Transition [Line Items]    
Receivables from customers $ 100,400 $ 102,300
Revenue Benchmark [Member] | Geographic Concentration Risk [Member]    
Revenues, Initial Application Period Cumulative Effect Transition [Line Items]    
Concentration risk, benchmark No other individual country’s revenues exceed 10% in any given period.  
XML 49 R38.htm IDEA: XBRL DOCUMENT v3.26.1
Leases - Lease Balances (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Operating leases    
Right-of-use assets $ 1,087,506 $ 1,089,709
Operating lease, right-of-use asset - Extensible List Other long-term assets Other long-term assets
Current operating lease liabilities $ 33,284 $ 32,064
Operating lease liability, current - Extensible List Accrued Liabilities And Other Liabilities Current Accrued Liabilities And Other Liabilities Current
Non-current operating lease liabilities $ 894,497 $ 897,899
Operating lease liability, non-current - Extensible List Other long-term liabilities Other long-term liabilities
XML 50 R39.htm IDEA: XBRL DOCUMENT v3.26.1
Leases - Operating Leases - Lessor (Details)
$ in Millions
Mar. 31, 2026
USD ($)
Leases [Abstract]  
Lease term (in years) 9 years
Aggregate lease payments $ 100
XML 51 R40.htm IDEA: XBRL DOCUMENT v3.26.1
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance $ 2,209,888 $ 1,425,439
Balance 2,431,446 1,416,534
Accumulated Other Comprehensive Income (Loss)    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance (451,365) (507,039)
Current period other comprehensive income (loss) before reclassifications 125,139 30,825
Amounts reclassified into earnings (1,546) 4,089
Balance (327,772) (472,125)
Change Related to Shipboard Retirement Plan    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance 6,238 7,204
Amounts reclassified into earnings 43 16
Balance 6,281 7,220
Change Related to Cash Flow Hedges    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance (457,603) (514,243)
Current period other comprehensive income (loss) before reclassifications 125,139 30,825
Amounts reclassified into earnings (1,589) 4,073
Balance $ (334,053) $ (479,345)
XML 52 R41.htm IDEA: XBRL DOCUMENT v3.26.1
Accumulated Other Comprehensive Income (Loss) - Additional Information (Details)
$ in Millions
3 Months Ended
Mar. 31, 2026
USD ($)
Change Related to Cash Flow Hedges  
Accumulated Other Comprehensive Income (Loss) [Line Items]  
Amount of losses expected to be reclassified into earnings next 12 months $ 86.9
XML 53 R42.htm IDEA: XBRL DOCUMENT v3.26.1
Property and Equipment, Net (Details)
$ in Billions
3 Months Ended
Mar. 31, 2026
USD ($)
Property Plant And Equipment [Abstract]  
Capitalized costs $ 1.1
XML 54 R43.htm IDEA: XBRL DOCUMENT v3.26.1
Long-Term Debt (Details)
$ in Thousands, € in Billions
3 Months Ended
Mar. 31, 2025
USD ($)
Mar. 31, 2026
EUR (€)
Debt Instrument [Line Items]    
Loss on extinguishment of debt | $ $ (49,529)  
Norwegian Aqua Term Loan    
Debt Instrument [Line Items]    
Principal amount | €   € 1.0
Fixed interest percentage rate   1.91%
Norwegian Luna Term Loan    
Debt Instrument [Line Items]    
Export credit facility financing as percentage of contract price   80.00%
0.875% Exchangeable Senior Notes Due 2030    
Debt Instrument [Line Items]    
Effective interest rate   1.07%
0.750% Exchangeable Senior Notes Due 2030    
Debt Instrument [Line Items]    
Effective interest rate   1.14%
1.125% Exchangeable Senior Notes Due 2027    
Debt Instrument [Line Items]    
Effective interest rate   1.64%
2.5% Exchangeable Senior Notes Due 2027    
Debt Instrument [Line Items]    
Effective interest rate   3.06%
XML 55 R44.htm IDEA: XBRL DOCUMENT v3.26.1
Long-Term Debt - Summary of Exchangeable Notes (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Debt Instrument [Line Items]    
Fair Value $ 14,400,000 $ 14,100,000
1.125% Exchangeable Senior Notes Due 2027    
Debt Instrument [Line Items]    
Principal amount 192,037 192,037
Unamortized debt discount, including deferred financing fees (866) (1,097)
Net carrying amount 191,171 190,940
2.5% Exchangeable Senior Notes Due 2027    
Debt Instrument [Line Items]    
Principal amount 24,138 24,138
Unamortized debt discount, including deferred financing fees (119) (149)
Net carrying amount 24,019 23,989
0.875% Exchangeable Senior Notes Due 2030    
Debt Instrument [Line Items]    
Principal amount 353,876 353,876
Unamortized debt discount, including deferred financing fees (2,680) (2,829)
Net carrying amount 351,196 351,047
0.750% Exchangeable Senior Notes Due 2030    
Debt Instrument [Line Items]    
Principal amount 1,407,000 1,407,000
Unamortized debt discount, including deferred financing fees (24,044) (25,139)
Net carrying amount 1,382,956 1,381,861
Level 2 | 1.125% Exchangeable Senior Notes Due 2027    
Debt Instrument [Line Items]    
Fair Value 186,654 190,988
Level 2 | 2.5% Exchangeable Senior Notes Due 2027    
Debt Instrument [Line Items]    
Fair Value 23,718 24,285
Level 2 | 0.875% Exchangeable Senior Notes Due 2030    
Debt Instrument [Line Items]    
Fair Value 350,458 387,692
Level 2 | 0.750% Exchangeable Senior Notes Due 2030    
Debt Instrument [Line Items]    
Fair Value $ 1,248,783 $ 1,354,111
XML 56 R45.htm IDEA: XBRL DOCUMENT v3.26.1
Long-Term Debt - Summary of Interest Expense (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Debt Disclosure [Abstract]    
Coupon interest $ 4,045 $ 12,238
Amortization of deferred financing fees 1,703 2,481
Total $ 5,748 $ 14,719
XML 57 R46.htm IDEA: XBRL DOCUMENT v3.26.1
Long-Term Debt - Schedule of Principal Repayments on Long-Term Debt Including Finance Lease Obligations (Details)
$ in Thousands
Mar. 31, 2026
USD ($)
Long-Term Debt, Fiscal Year Maturity [Abstract]  
Remainder of 2026 $ 718,364
2027 1,108,536
2028 1,343,762
2029 1,367,656
2030 3,822,427
2031 1,868,199
Thereafter 5,380,563
Total $ 15,609,507
XML 58 R47.htm IDEA: XBRL DOCUMENT v3.26.1
Fair Value Measurements and Derivatives - Derivatives Measured at Fair Value and Disclosed by Balance Sheet Location (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Derivatives, Fair Value [Line Items]    
Derivative assets, fair value $ 151,243 $ 33,307
Derivative liabilities, fair value 28,312 28,297
Designated as Hedging Instrument    
Derivatives, Fair Value [Line Items]    
Derivative assets, fair value 146,721 33,423
Derivative liabilities, fair value 24,786 26,565
Not Designated as Hedging Instrument    
Derivatives, Fair Value [Line Items]    
Derivative assets, fair value 4,522  
Derivative liabilities, fair value 4,127 1,732
Fuel contracts | Designated as Hedging Instrument | Prepaid expenses and other assets    
Derivatives, Fair Value [Line Items]    
Derivative assets, fair value 100,943  
Fuel contracts | Designated as Hedging Instrument | Other long-term assets    
Derivatives, Fair Value [Line Items]    
Derivative assets, fair value 24,129  
Fuel contracts | Designated as Hedging Instrument | Accrued expenses and other liabilities    
Derivatives, Fair Value [Line Items]    
Derivative assets, fair value   116
Derivative liabilities, fair value   16,302
Fuel contracts | Designated as Hedging Instrument | Other long-term liabilities    
Derivatives, Fair Value [Line Items]    
Derivative liabilities, fair value   7,829
Fuel contracts | Not Designated as Hedging Instrument | Prepaid expenses and other assets    
Derivatives, Fair Value [Line Items]    
Derivative assets, fair value 4,410  
Fuel contracts | Not Designated as Hedging Instrument | Other long-term assets    
Derivatives, Fair Value [Line Items]    
Derivative assets, fair value 112  
Fuel contracts | Not Designated as Hedging Instrument | Accrued expenses and other liabilities    
Derivatives, Fair Value [Line Items]    
Derivative liabilities, fair value   1,024
Fuel contracts | Not Designated as Hedging Instrument | Other long-term liabilities    
Derivatives, Fair Value [Line Items]    
Derivative liabilities, fair value   114
Foreign currency contracts | Designated as Hedging Instrument | Prepaid expenses and other assets    
Derivatives, Fair Value [Line Items]    
Derivative assets, fair value 19,087 33,307
Foreign currency contracts | Designated as Hedging Instrument | Other long-term assets    
Derivatives, Fair Value [Line Items]    
Derivative assets, fair value 2,562  
Derivative liabilities, fair value 601  
Foreign currency contracts | Designated as Hedging Instrument | Accrued expenses and other liabilities    
Derivatives, Fair Value [Line Items]    
Derivative liabilities, fair value 18,837 2,434
Foreign currency contracts | Designated as Hedging Instrument | Other long-term liabilities    
Derivatives, Fair Value [Line Items]    
Derivative liabilities, fair value 5,348  
Foreign currency contracts | Not Designated as Hedging Instrument | Accrued expenses and other liabilities    
Derivatives, Fair Value [Line Items]    
Derivative liabilities, fair value 4,127 594
Total derivative    
Derivatives, Fair Value [Line Items]    
Derivative assets, fair value 151,243 33,423
Derivative liabilities, fair value $ 28,913 $ 28,297