NCLH Filings — Norwegian Cruise Line Holdings Ltd. - FilingSpy
NCLH
Norwegian Cruise Line Holdings Ltd.
A cruise operator running three brands — Norwegian Cruise Line (contemporary), Oceania Cruises (upper-premium), and Regent Seven Seas Cruises (all-inclusive luxury) — with a fleet of 34 ships serving roughly 700 ports worldwide. It began in 1966 as Norwegian Caribbean Line, founded by shipping magnate Knut Kloster and entrepreneur Ted Arison, and dropped "Caribbean" from its name in 1987. Its first ship, the Sunward, was a car ferry for a UK-to-Spain route that fell through when the Gibraltar border closed.
Norwegian Cruise Line Holdings reports Q2 2026 revenue of $2.6B, net income of $223M, EPS $0.48
Second quarter total revenue grew 4.9% to $2.6 billion, with GAAP net income of $223 million and EPS of $0.48.
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Adjusted EBITDA was $666 million, Adjusted Net Income $222 million, and Adjusted EPS $0.48, each exceeding guidance.
Full year 2026 guidance updated: Adjusted EPS approximately $1.50, Adjusted EBITDA approximately $2.5 billion, Net Yield down ~5% on constant currency basis.
Company identified an additional ~$100 million in annualized run-rate savings, primarily from capital expenditures and SG&A.
Entered into memorandum of agreement for sale of Oceania Sirena, expected to close in Q3 2026; Oceania Cruises to operate through spring 2028 under charter.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
Norwegian Cruise Line shareholders approve amended 2013 Performance Incentive Plan at annual meeting.
Shareholders approved the Restated 2013 Plan, increasing available shares by 8,807,000 to a new limit of 56,816,006 shares.
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The Restated 2013 Plan's expiration date was extended to February 8, 2036.
Three Class I directors were elected: Zillah Ellen Byng-Thorne, Alex Cruz, and Linda P. Jojo, each to serve until the 2029 annual meeting.
Shareholders approved, on an advisory basis, executive compensation and a frequency of one year for future Say-on-Pay votes.
Shareholders ratified PwC as independent auditor for 2026 and approved a proposal to declassify the Board.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits
Norwegian Cruise Line elects cash settlement for exchangeable notes due 2027
On May 29, 2026, NCL Corporation Ltd., a subsidiary of Norwegian Cruise Line Holdings Ltd., irrevocably elected Cash Settlement for all exchanges of its 1.125% and 2.50% Exchangeable Senior Notes due 2027.
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The election applies to all exchanges with an Exchange Date on or after May 29, 2026, and will be settled in cash per the applicable indentures.
The move is expected to reduce diluted weighted-average shares outstanding guidance by about 2 million shares for the quarter ending June 30, 2026 and about 4 million shares for the year ending December 31, 2026.
The notes were issued under indentures dated November 19, 2021 (1.125% Notes) and February 15, 2022 (2.50% Notes), with U.S. Bank Trust Company as trustee.
The report was filed under Item 8.01 (Other Events) to disclose this material election.
Norwegian Cruise Line Holdings finalizes employment and equity award agreements with CEO John W. Chidsey.
John W. Chidsey was appointed President and CEO on February 12, 2026; employment agreement effective same date, initial term through March 1, 2030.
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Annual base salary is $1,715,000; for fiscal 2026, fixed bonus of $2,900,000; from fiscal 2027, target bonus at least 175% of base salary.
Chidsey received a one-time inducement award of 2,139,892 restricted share units with intended value of approximately $48 million.
Award comprises 967,254 RSUs (40%, vesting in four annual installments) and 1,172,638 PSUs (60%, cliff vesting based on TSR CAGR targets).
Severance includes two times base salary for qualifying termination, plus pro-rata bonus and benefits; accelerated vesting on change in control.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits
Norwegian Cruise Line enters cooperation agreement with Elliott, appoints five new directors
Five new independent directors will join the Board effective March 31, 2026: Alex Cruz, Kevin Lansberry, Steve Pagliuca, Brian MacDonald, and Jonathan Cohen.
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Norwegian Cruise Line Holdings Ltd. entered a Cooperation Agreement with Elliott Investment Management L.P. and affiliates on March 26, 2026.
John W. Chidsey becomes Chairman, Alex Cruz becomes Lead Independent Director, and four current directors (Stella David, David M. Abrams, Harry C. Curtis, Mary E. Landry) resigned effective March 31, 2026.
The Board will increase from 8 to 9 members, with 8 independent, and the 2026 annual meeting slate will include Zillah Byng-Thorne, Linda P. Jojo, and Alex Cruz.
Elliott agreed to customary standstill and voting commitments through the Cooperation Period ending no later than February 11, 2027.
1.01 Entry into a Material Definitive Agreement · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits