NCLH (NCLH) CFO uses stock withholding to pay taxes on awards

Rhea-AI Filing Summary

Norwegian Cruise Line Holdings Ltd. executive vice president and CFO Mark Kempa reported four tax-related stock transactions involving the company’s common stock. On March 1, 2026, shares were disposed of at $24.79 per share to satisfy withholding obligations when prior equity awards vested.

The footnotes explain that the withheld shares covered taxes tied to the vesting of 132,100 performance share units granted on March 1, 2023 and restricted share units of 22,017, 18,316, and 17,463 granted in 2023, 2024, and 2025. After one of the listed transactions, Kempa held 455,378 shares of NCLH common stock directly.

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)
03/01/2026

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)	03/01/2026		F		46,074	D	$24.79	455,378	D
Common Stock(2)	03/01/2026		F		8,664	D	$24.79	446,714	D
Common Stock(3)	03/01/2026		F		7,208	D	$24.79	439,506	D
Common Stock(4)	03/01/2026		F		6,872	D	$24.79	432,634	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 shares withheld by NCLH to satisfy tax withholding obligations in connection with the vesting of 132,100 performance share units granted to the reporting person on March 1, 2023.

2. Represents shares withheld by NCLH to satisfy tax withholding obligations in connection with the vesting of 22,017 restricted share units granted to the reporting person on March 1, 2023.

3. Represents shares withheld by NCLH to satisfy tax withholding obligations in connection with the vesting of 18,316 restricted share units granted to the reporting person on March 1, 2024.

4. Represents shares withheld by NCLH to satisfy tax withholding obligations in connection with the vesting of 17,463 restricted share units granted to the reporting person on March 3, 2025.

	/s/ Daniel S. Farkas, as attorney-in-fact for Mark Kempa	03/03/2026
	** 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 insider transaction did NCLH CFO Mark Kempa report?

Mark Kempa reported four tax-withholding dispositions of Norwegian Cruise Line Holdings common stock. The shares were delivered back to NCLH at $24.79 per share to cover tax obligations triggered by the vesting of prior equity awards granted between 2023 and 2025.

Why were Norwegian Cruise Line (NCLH) shares withheld from Mark Kempa?

Shares were withheld to satisfy tax withholding obligations when Kempa’s performance and restricted share units vested. Instead of paying cash for taxes, a portion of NCLH common stock tied to those awards was withheld, a common administrative mechanism for equity-based executive compensation.

Which equity awards caused the NCLH tax-withholding share dispositions?

The dispositions related to vesting of 132,100 performance share units granted March 1, 2023, plus restricted share units of 22,017, 18,316, and 17,463 granted on March 1, 2023, March 1, 2024, and March 3, 2025. Each vesting event generated associated tax withholding.

At what price were the Norwegian Cruise Line shares withheld for taxes?

For each of the reported tax-withholding transactions, NCLH common stock was valued at $24.79 per share. This price was used to determine how many shares were needed to cover Mark Kempa’s tax obligations on the vesting equity awards.

How many NCLH shares did Mark Kempa hold after one reported tax transaction?

After one of the reported tax-withholding dispositions, Mark Kempa directly held 455,378 shares of Norwegian Cruise Line common stock. Subsequent transactions in the filing update this balance further, reflecting additional shares withheld to cover vesting-related tax obligations.

Does the NCLH Form 4 show open-market buying or selling by the CFO?

The filing shows tax-withholding dispositions coded “F,” not open-market trades. Shares were withheld by Norwegian Cruise Line to cover taxes on vesting equity awards, rather than discretionary buying or selling of NCLH stock by the CFO in the open market.