Norwegian Cruise Line (NCLH) CFO gets 132,100-share RSU award

Rhea-AI Filing Summary

Norwegian Cruise Line Holdings reported an equity award for its EVP & CFO, Mark Kempa. He acquired 132,100 shares of common stock at a price of $0.00 per share through a grant classified as a restricted share unit award. After this transaction, his directly held common stock position increased to 501,452 shares.

The award relates to restricted share units granted on March 1, 2023 under the company’s Amended and Restated 2013 Performance Incentive Plan. These units were originally tied to performance hurdles. The Compensation Committee determined the performance achievement level on February 24, 2026, and the units are scheduled to vest on March 1, 2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kempa Mark

(Last) (First) (Middle)

7665 CORPORATE CENTER DRIVE

(Street)

MIAMI FL 33126

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Norwegian Cruise Line Holdings Ltd. [ NCLH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	02/24/2026		A		132,100(2)	A	$0	501,452	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Each restricted share unit represents the contingent right to receive one share of Norwegian Cruise Line Holdings Ltd.'s ("NCLH") common stock upon vesting.

2. Represents a grant of restricted share units under NCLH's Amended and Restated 2013 Performance Incentive Plan on March 1, 2023. The restricted share units were originally subject to performance hurdles. The Compensation Committee determined the performance condition achievement level on February 24, 2026, and the restricted share units will vest on March 1, 2026.

	/s/ Daniel S. Farkas, as attorney-in-fact for Mark Kempa	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did NCLH EVP & CFO Mark Kempa report in this Form 4 filing?

Mark Kempa reported an acquisition of 132,100 shares of Norwegian Cruise Line Holdings common stock via a restricted share unit award. This non-cash equity grant increased his directly held position to 501,452 shares following the transaction, reflecting equity-based executive compensation.

How many Norwegian Cruise Line (NCLH) shares did the CFO acquire?

The EVP & CFO acquired 132,100 shares of Norwegian Cruise Line Holdings common stock through a restricted share unit grant. The award carried a per-share transaction price of $0.00, representing equity compensation rather than an open-market purchase of existing shares.

What type of equity award did NCLH grant to its CFO in this filing?

The company granted restricted share units, each representing the contingent right to receive one share of common stock upon vesting. These units were issued under Norwegian Cruise Line Holdings’ Amended and Restated 2013 Performance Incentive Plan as part of long-term incentive compensation.

When were the Norwegian Cruise Line CFO’s restricted share units originally granted?

The restricted share units were originally granted on March 1, 2023 under the company’s 2013 Performance Incentive Plan. They were initially subject to performance hurdles established by the Compensation Committee as part of Norwegian Cruise Line Holdings’ performance-based executive compensation structure.

When will the NCLH CFO’s restricted share units vest, according to the filing?

The restricted share units are scheduled to vest on March 1, 2026. Before vesting, the Compensation Committee determined the performance condition achievement level on February 24, 2026, effectively confirming how many units would convert into common shares for the Norwegian Cruise Line Holdings CFO.

How many Norwegian Cruise Line (NCLH) shares does the CFO own after this transaction?

Following this equity award, the EVP & CFO directly holds 501,452 shares of Norwegian Cruise Line Holdings common stock. This total reflects the impact of the 132,100-share restricted unit grant disclosed, consolidating his updated post-transaction direct ownership position in the company.