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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest
event reported): September 30, 2026
NORWEGIAN
CRUISE LINE HOLDINGS LTD.
(Exact
name of registrant as specified in its charter)
| Bermuda | |
001-35784 | |
98-0691007 |
(State or other jurisdiction
of incorporation) | |
(Commission
File Number) | |
(I.R.S. Employer
Identification No.) |
7665
Corporate Center Drive, Miami,
Florida 33126
(Address of principal executive offices, and Zip Code)
(305)
436-4000
(Registrant’s telephone
number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Ordinary
shares, par value $0.001 per share |
|
NCLH |
|
The
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
Norwegian
Cruise Line Holdings Ltd. (“NCLH” or the “Company”) (i) expects its third-quarter 2026 results to exceed the guidance
provided in NCLH’s second-quarter 2026 earnings release, primarily driven by better-than-expected revenue performance, and (ii)
reaffirms its full-year 2026 guidance provided in such earnings release, in each case, as set forth in NCLH’s press release dated
July 30, 2026, furnished as Exhibit 99.1 to NCLH’s Current Report on Form 8-K filed on July 30, 2026. As adjusted for the transactions
separately announced today by NCL Corporation Ltd., a subsidiary of the Company, the Company expects its 2027 full-year net interest expense
to be in the range of $860-$880 million.
The
information in Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed to be incorporated by reference into any of NCLH’s filings under the Securities Act of 1933, as amended, or the Exchange
Act, except to the extent expressly set forth by specific reference in such a filing.
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 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; our ability to maintain and strengthen our brand; 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; 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; 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, technology services and certain other critical 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 most recently filed
Annual Report on Form 10-K, Quarterly Report on Form 10-Q and subsequent filings with the Securities and Exchange Commission. 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-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.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, Norwegian Cruise Line Holdings Ltd. has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
| Date: September 30, 2026 |
NORWEGIAN CRUISE LINE HOLDINGS LTD. |
| |
|
|
| |
By: |
/s/ Mark A. Kempa |
| |
|
Name: |
Mark A. Kempa |
| |
|
Title: |
Executive Vice President and Chief
Financial Officer |
