Norwegian Cruise Line (NCLH) shifts 2027 exchangeable notes to cash settlement, easing dilution

Rhea-AI Filing Summary

Norwegian Cruise Line Holdings Ltd. announced that its subsidiary NCL Corporation Ltd. elected to irrevocably use Cash Settlement for all exchanges of its 1.125% Exchangeable Senior Notes due 2027 and 2.50% Exchangeable Senior Notes due 2027. Any exchanges with an Exchange Date on or after May 29, 2026 will be paid entirely in cash according to the applicable indentures.

The company expects this decision to reduce its previously issued diluted weighted-average shares outstanding guidance by approximately 2 million shares for the quarter ending June 30, 2026 and approximately 4 million shares for the year ending December 31, 2026.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

1.125% Notes: 1.125% Exchangeable Senior Notes due 2027 2.50% Notes: 2.50% Exchangeable Senior Notes due 2027 Q2 2026 dilution impact: Approximately 2 million shares +2 more

5 metrics

1.125% Notes 1.125% Exchangeable Senior Notes due 2027 Subject to irrevocable Cash Settlement election

2.50% Notes 2.50% Exchangeable Senior Notes due 2027 Subject to irrevocable Cash Settlement election

Q2 2026 dilution impact Approximately 2 million shares Reduction in diluted weighted-average shares outstanding guidance for quarter ending June 30, 2026

Full-year 2026 dilution impact Approximately 4 million shares Reduction in diluted weighted-average shares outstanding guidance for year ending December 31, 2026

Effective date for cash settlement May 29, 2026 Applies to exchanges with an Exchange Date on or after this date

Key Terms

Cash Settlement, Exchangeable Senior Notes, Indenture, diluted weighted-average shares outstanding guidance

4 terms

Cash Settlement financial

"elected to irrevocably fix the Settlement Method to Cash Settlement for all exchanges"

Cash settlement is a process where, instead of exchanging physical assets like stocks or commodities, the parties involved settle the difference in value with money after a contract ends. For investors, it simplifies transactions by avoiding the need to handle or deliver the actual asset, making it quicker and more convenient to complete trades. This method ensures a straightforward way to settle agreements based on their final value.

Exchangeable Senior Notes financial

"all exchanges of its (i) 1.125% Exchangeable Senior Notes due 2027"

Exchangeable senior notes are loans a company issues that promise regular interest payments and have priority over other debts, but can be swapped by the holder for shares of a different company. Think of it as lending money with an option to trade the loan for someone else’s stock; investors weigh the steady income and higher repayment priority against the chance of receiving shares that dilute ownership or fluctuate in value. These features affect a company’s credit risk, potential dilution, and appeal to different investors.

Indenture regulatory

"issued pursuant to an indenture, dated as of November 19, 2021"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

diluted weighted-average shares outstanding guidance financial

"expected to reduce the diluted weighted-average shares outstanding guidance issued on May 4, 2026"

Understanding 8-K Material Events →

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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): May 29, 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 (see General Instruction A.2. below):

¨ 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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 8.01 Other Events.

On May 29, 2026, NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (“NCLH”), elected to irrevocably fix the Settlement Method to Cash Settlement for all exchanges of its (i) 1.125% Exchangeable Senior Notes due 2027 (the “1.125% Notes”), issued pursuant to an indenture, dated as of November 19, 2021, by and among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “1.125% Notes Indenture”), and (ii) 2.50% Exchangeable Senior Notes due 2027 (the “2.50% Notes” and, together with the 1.125% Notes, the “Notes”), issued pursuant to an indenture, dated as of February 15, 2022, by and among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank Trust Company, National Association, as trustee (the “2.50% Notes Indenture” and, together with the 1.125% Notes Indenture, each, an “Indenture”), by delivering notice of such election to the Holders and the Trustee, in each case pursuant to the terms of the applicable Indenture. As a result, all exchanges of Notes with an Exchange Date on and after May 29, 2026 will be settled by payment in cash using Cash Settlement in accordance with the applicable Indenture. The elections are expected to reduce the diluted weighted-average shares outstanding guidance issued on May 4, 2026 by approximately 2 million shares for the quarter ending June 30, 2026 and approximately 4 million shares for the year ending December 31, 2026.

Capitalized terms used but not otherwise defined herein have the meanings given to them in the applicable Indenture.

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: May 29, 2026	NORWEGIAN CRUISE LINE HOLDINGS LTD.
	By:	/s/ Mark A. Kempa
		Name:	Mark A. Kempa
		Title:	Executive Vice President and Chief Financial Officer

FAQ

What capital structure change did Norwegian Cruise Line (NCLH) disclose on May 29, 2026?

Norwegian Cruise Line’s subsidiary chose to settle certain 2027 exchangeable notes entirely in cash. This applies to its 1.125% and 2.50% Exchangeable Senior Notes, with all exchanges on or after May 29, 2026 paid in cash under the governing indentures.

Which Norwegian Cruise Line (NCLH) notes are affected by the cash settlement election?

The election covers NCL Corporation Ltd.’s 1.125% Exchangeable Senior Notes due 2027 and 2.50% Exchangeable Senior Notes due 2027. All future exchanges of these notes with an Exchange Date on or after May 29, 2026 will be settled using Cash Settlement.

How will the NCLH cash settlement decision influence diluted share guidance?

The company expects lower potential share dilution from exchanges of the notes. It estimates diluted weighted-average shares outstanding guidance will decrease by about 2 million shares for Q2 2026 and about 4 million shares for full-year 2026 compared with prior guidance.

When does Norwegian Cruise Line’s new cash settlement method become effective?

The cash settlement method applies to exchanges with an Exchange Date on or after May 29, 2026. From that date forward, exchanges of the specified exchangeable senior notes will be satisfied in cash, in accordance with terms in the applicable indentures.

Who is the issuer and guarantor of the affected Norwegian Cruise Line notes?

NCL Corporation Ltd. is the issuer of the 1.125% and 2.50% Exchangeable Senior Notes due 2027. Norwegian Cruise Line Holdings Ltd. acts as guarantor under the respective indentures with U.S. Bank Trust Company, National Association serving as trustee.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB