Norwegian Cruise (NCLH) CEO receives large RSU and PSU grants

Rhea-AI Filing Summary

CHIDSEY JOHN reported acquisition or exercise transactions in this Form 4 filing.

Norwegian Cruise Line Holdings President and CEO John Chidsey reported compensation-related equity grants, not open‑market purchases. He received 967,254 restricted share units of common stock that vest in four equal installments on March 1, 2027, 2028, 2029, and 2030, contingent on continued employment.

He was also granted 1,172,638 performance-based restricted share units, each tied to between zero and two ordinary shares depending on Norwegian Cruise Line Holdings’ total shareholder return compound annual growth rate over a performance period ending December 31, 2029, also subject to his continued employment.

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^*

CHIDSEY JOHN

(Last) (First) (Middle)

7665 CORPORATE CENTER DRIVE

(Street)

MIAMI FLORIDA 33126

(City) (State) (Zip)

UNITED STATES

(Country)

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

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

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

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

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)	03/26/2026		A		967,254(2)	A	$0	986,940	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
Performance Share Units	(3)	03/26/2026		A		1,172,638		(3)	(3)	Common Stock	1,172,638	$0	1,172,638	D

Explanation of Responses:

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

2. Represents a grant of restricted share units under a Restricted Share Unit Award Agreement dated March 26, 2026 (the "Award Agreement"). The restricted share units will vest in four equal installments on March 1, 2027, March 1, 2028, March 1, 2029, and March 1, 2030, subject to the Reporting Person's continued employment through each applicable vesting date.

3. Represents a grant of performance-based restricted share units pursuant to the Award Agreement. Each performance-based restricted share unit represents a contingent right to receive between zero and two Ordinary Shares of NCLH, depending on NCLH's total shareholder return compound annual growth rate achieved during the performance period ending December 31, 2029. The number reported reflects the target number of shares underlying the performance-based restricted share units and is subject to the Reporting Person's continued employment.

	/s/ Daniel S. Farkas, as attorney-in-fact for John W. Chidsey	03/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did NCLH CEO John Chidsey report in this Form 4?

John Chidsey reported receiving stock-based compensation awards, not buying shares in the market. He was granted restricted share units and performance-based restricted share units of Norwegian Cruise Line Holdings common stock, with vesting and payout tied to continued employment and total shareholder return performance.

How many restricted share units did NCLH grant to CEO John Chidsey?

John Chidsey received 967,254 restricted share units of Norwegian Cruise Line Holdings common stock. Each unit represents the right to receive one ordinary share upon vesting, in four equal installments on March 1, 2027, March 1, 2028, March 1, 2029, and March 1, 2030, subject to continued employment.

What performance-based share units did NCLH CEO John Chidsey receive?

He was granted 1,172,638 performance-based restricted share units under an award agreement. Each unit may convert into between zero and two ordinary shares, depending on total shareholder return compound annual growth rate achieved during the performance period ending December 31, 2029, and requires continued employment.

What conditions apply to John Chidsey’s restricted share unit grant at NCLH?

The 967,254 restricted share units vest in four equal tranches over 2027–2030. Vesting dates are March 1, 2027, 2028, 2029, and 2030. Each installment requires John Chidsey to remain employed with Norwegian Cruise Line Holdings through the applicable vesting date.

How is performance measured for NCLH CEO John Chidsey’s performance-based units?

The performance-based restricted share units depend on Norwegian Cruise Line Holdings’ total shareholder return compound annual growth rate. Performance is assessed over a period ending December 31, 2029, and each unit can convert into zero, one, or two ordinary shares, provided employment conditions under the award agreement are met.