NCLH (NCLH) CFO receives 47,880 restricted share units in equity grant

Rhea-AI Filing Summary

Kempa Mark reported acquisition or exercise transactions in this Form 4 filing.

Norwegian Cruise Line Holdings reported that EVP & CFO Mark Kempa received an equity award of 47,880 shares of common stock, valued at $20.05 per share, as a compensation grant. These are restricted share units that will vest in three equal installments on March 1, 2027, March 1, 2028, and March 1, 2029. Following this award, Kempa directly holds 480,514 shares, highlighting a sizable ongoing equity stake aligned with the company’s long-term performance.

Insights

Equity Compensation Analyst

CFO receives time-vested RSU grant, a routine long-term incentive award.

EVP & CFO Mark Kempa was granted 47,880 restricted share units at $20.05 per share under Norwegian Cruise Line Holdings’ performance incentive plan. This is coded as an acquisition via grant/award, not an open-market purchase.

The RSUs vest in three equal tranches on March 1, 2027, March 1, 2028, and March 1, 2029, creating multi-year retention and performance alignment. After the grant, Kempa holds 480,514 shares directly, indicating a substantial continuing equity interest.

This type of award is a standard executive compensation mechanism and, on its own, is typically viewed as routine rather than a directional signal about near-term share price. Future proxy and compensation disclosures may add further context on performance conditions tied to such grants.

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)
03/06/2026

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)	03/06/2026		A		47,880	A	$20.05	480,514	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. Represents a grant of restricted share units under NCLH's Amended and Restated 2013 Performance Incentive Plan. The restricted share units will vest in three equal installments on March 1, 2027, March 1, 2028 and March 1, 2029.

	/s/ Daniel S. Farkas, as attorney-in-fact for Mark Kempa	03/10/2026
	** 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 receiving 47,880 shares of Norwegian Cruise Line common stock as a restricted share unit grant. The award is part of the company’s Amended and Restated 2013 Performance Incentive Plan and represents compensation, not an open-market stock purchase.

Is the NCLH Form 4 transaction a stock purchase or a compensation grant?

The transaction is a compensation grant, not a market purchase. It is coded as a grant or award acquisition (transaction code A), representing restricted share units issued under Norwegian Cruise Line’s performance incentive plan instead of shares bought on the open market.

How many NCLH shares did CFO Mark Kempa hold after this reported grant?

After the reported grant, Mark Kempa directly held 480,514 shares of Norwegian Cruise Line common stock. This total includes the 47,880 newly granted restricted share units, reinforcing his long-term equity exposure and alignment with shareholder interests through ongoing stock ownership.

What are the vesting terms of Mark Kempa’s NCLH restricted share units?

The 47,880 restricted share units vest in three equal installments. They are scheduled to vest on March 1, 2027, March 1, 2028, and March 1, 2029. This staggered vesting structure is designed to retain the executive and align incentives over several years.

Under which plan were the NCLH restricted share units to Mark Kempa granted?

The restricted share units were granted under Norwegian Cruise Line Holdings’ Amended and Restated 2013 Performance Incentive Plan. This plan provides equity-based awards to executives and employees, aiming to link compensation to company performance and long-term shareholder value creation.

Does this NCLH Form 4 indicate any insider selling activity by the CFO?

No, the Form 4 does not show any insider selling. It reports only an acquisition via grant of 47,880 restricted share units to EVP & CFO Mark Kempa. There are no sale transactions or dispositions listed in this filing’s transaction summary data.