Norwegian Cruise Line Holdings (NCLH) Economic Moat Analysis25

Evidence

​ Norwegian’s ships cater to a variety of travelers with up to 20 dining options on select ships; various attractions, including the world’s first hybrid rollercoaster and waterslide at sea; a wide array of entertainment options; full-service spas at sea; and a diverse range of accommodations, including luxury suites in The Haven, studio staterooms designed and priced for solo travelers and everything in between.

Business / Competitive Strengths / Norwegian product differentiation · Filed 02/03/2026

Under the Norwegian brand, we own a number of registered trademarks relating to, among other things, the names “NORWEGIAN CRUISE LINE,” “FEEL FREE” and “IT’S DIFFERENT OUT HERE” (the trademark application for this mark has been filed and is pending), the names of our ships (except where trademark applications for these have been filed and are pending), incentive programs and specialty services rendered on our ships and specialty accommodations such as “THE HAVEN BY NORWEGIAN.”

Business / Intellectual property / Norwegian trademarks · Filed 02/03/2026

The amended trademark license agreement allows Regent to use the Regent trade name, in conjunction with cruises, in perpetuity, subject to the terms and conditions in the agreement.

Business / Intellectual property / Regent trademark license · Filed 02/03/2026

Past guests create a cost-effective means of attracting business, particularly to our new ships and itineraries as they are familiar with our brands, products and services and often return to cruise with us.

Business / Marketing / Past guests and repeat business · Filed 28/02/2024

​ Year Ended December 31, 2025 (“2025”) Compared to Year Ended December 31, 2024 (“2024”) Revenue Total revenue increased 3.7% to $9.8 billion in 2025 compared to $9.5 billion in 2024 primarily due to an increase in Capacity Days and an increase in passenger ticket pricing and onboard spending.

MD&A / 2025 compared with 2024 / Revenue and pricing · Filed 02/03/2026

We face competition not only from other cruise lines, but also from a wide range of alternative vacation offerings, including hotels, resorts, short-term lodging providers, theme parks and packaged travel experiences.

Risk Factors / Competition / Alternative vacation offerings · Filed 02/03/2026

Competition within the cruise industry is driven by factors such as pricing, itinerary and destination offerings, ship features, service levels, marketing and travel advisor relationships.

Risk Factors / Competition / Pricing and other competitive factors · Filed 02/03/2026

The Company enters 2026 against a pressured backdrop as it is slightly below the optimal booking range following certain execution missteps in aligning our commercial strategy with our deployment.

MD&A / Business outlook / Booking position and execution missteps · Filed 02/03/2026

Deposits are generally cancellable and refundable prior to sailing, but may be subject to penalties, depending on the timing of cancellation.

Financial statement notes / Revenue recognition / Deposit cancellation terms · Filed 02/03/2026

Consolidated Statements of Operations (Unaudited) (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Revenue ​ ​ ​ ​ ​ ​ ​ ​ Passenger ticket ​ $ 1,729,838 ​ $ 1,708,985 ​ $ 3,272,159 ​ $ 3,127,669 Onboard and other ​ 910,706 ​ 808,512 ​ 1,699,606 ​ 1,517,381 Total revenue ​ 2,640,544 ​ 2,517,497 ​ 4,971,765 ​ 4,645,050 Cruise operating expense ​ ​ ​ ​ ​ ​ ​ ​ Commissions, transportation and other ​ 484,668 ​ 487,835 ​ 882,273 ​ 883,178 Onboard and other ​ 191,446 ​ 187,684 ​ 343,314 ​ 326,542 Payroll and related ​ 394,573 ​ 346,133 ​ 774,789 ​ 680,637 Fuel ​ 219,384 ​ 157,377 ​ 388,310 ​ 332,391 Food ​ 87,322 ​ 81,323 ​ 168,004 ​ 156,911 Other ​ 209,415 ​ 196,495 ​ 407,999 ​ 381,126 Total cruise operating expense ​ 1,586,808 ​ 1,456,847 ​ 2,964,689 ​ 2,760,785 Other operating expense ​ ​ ​ ​ ​ ​ ​ ​ Marketing, general and administrative ​ 419,204 ​ 393,054 ​ 878,885 ​ 784,430 Depreciation and amortization ​ 271,205 ​ 243,760 ​ 531,921 ​ 475,057 Total other operating expense ​ 690,409 ​ 636,814 ​ 1,410,806 ​ 1,259,487 Operating income ​ 363,327 ​ 423,836 ​ 596,270 ​ 624,778 Non-operating income (expense) ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net ​ (170,887) ​ (236,782) ​ (336,874) ​ (454,654) Other income (expense), net ​ 33,517 ​ (156,425) ​ 74,220 ​ (180,930) Total non-operating income (expense) ​ (137,370) ​ (393,207) ​ (262,654) ​ (635,584) Net income (loss) before income taxes ​ 225,957 ​ 30,629 ​ 333,616 ​ (10,806) Income tax benefit (expense) ​ (3,404) ​ (637) ​ (6,397) ​ 503 Net income (loss) ​ $ 222,553 ​ $ 29,992 ​ $ 327,219 ​ $ (10,303) Weighted-average shares outstanding ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 459,133,954 ​ 446,586,784 ​ 457,901,116 ​ 443,882,011 Diluted ​ 463,932,441 ​ 448,033,138 ​ 465,388,927 ​ 443,882,011 Earnings (loss) per share ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.48 ​ $ 0.07 ​ $ 0.71 ​ $ (0.02) Diluted ​ $ 0.48 ​ $ 0.07 ​ $ 0.71 ​ $ (0.02) ​ The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Operations / Three and six months ended June 30, 2026 and 2025 · Filed 03/08/2026

Material Cash Requirements As of June 30, 2026, our material cash requirements for debt and ship construction were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remainder of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 ​ ​ ​ 2030 ​ ​ ​ 2031 ​ ​ ​ Thereafter ​ ​ ​ Total Long-term debt (1) ​ $ 792,057 ​ $ 1,702,053 ​ $ 1,894,473 ​ $ 1,855,675 ​ $ 4,323,725 ​ $ 2,159,171 ​ $ 5,731,550 ​ $ 18,458,704 Ship construction contracts (2) ​ 1,004,238 ​ ​ 2,473,240 ​ ​ 1,467,973 ​ ​ 1,276,800 ​ ​ 3,238,843 ​ ​ 203,123 ​ ​ 8,984,137 ​ 18,648,354 Total ​ $ 1,796,295 ​ $ 4,175,293 ​ $ 3,362,446 ​ $ 3,132,475 ​ $ 7,562,568 ​ $ 2,362,294 ​ $ 14,715,687 ​ $ 37,107,058 (1) Includes principal as well as estimated interest payments with Term Secured Overnight Financing Rate (“SOFR”) held constant as of June 30, 2026.

MD&A / Liquidity and Capital Resources / Debt and ship construction cash requirements · Filed 03/08/2026

As we look ahead, the full amenities at the Company’s private island, Great Stirrup Cay, will be open to the public beginning September 4, including the pier and the new Great Tides Waterpark, the Great Life Lagoon and the nearby Splash Harbor, which we expect will improve demand to Caribbean itineraries over time.

MD&A / Business outlook / Expected private-island opening and demand benefits · Filed 03/08/2026

The inception of substantive cancellation penalties generally coincides with dates that final payment is due, and penalties generally increase as the voyage sail date approaches.

Financial statement notes / Revenue recognition / Escalating cancellation penalties · Filed 02/03/2026

Of the amounts included within contract liabilities as of June 30, 2026, approximately 40% were refundable in accordance with our cancellation policies.

Financial statement notes / Revenue / Refundable contract liabilities · Filed 03/08/2026

Expense Total cruise operating expense decreased 0.9% in 2025 compared to 2024 primarily related to a reduction in air costs largely due to changes in itinerary mix and fuel cost offset by delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025.

MD&A / 2025 compared with 2024 / Cruise operating expense · Filed 02/03/2026

​ 2026 Proxy Statement / B-3​ TABLE OF CONTENTS APPENDIX B — NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS Net Leverage was calculated as follows (in thousands): ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ 2024 ​ ​ Long-term debt ​ ​ ​ $ 13,730,277 ​ ​ ​ ​ $ 11,776,721 ​ ​ ​ Current portion of long-term debt ​ ​ ​ ​ 875,899 ​ ​ ​ ​ ​ 1,323,769 ​ ​ ​ Total Debt ​ ​ ​ ​ 14,606,176 ​ ​ ​ ​ ​ 13,100,490 ​ ​ ​ Less: Cash and cash equivalents ​ ​ ​ ​ 209,893 ​ ​ ​ ​ ​ 190,765 ​ ​ ​ Net Debt ​ ​ ​ $ 14,396,283 ​ ​ ​ ​ $ 12,909,725 ​ ​ ​ Adjusted EBITDA for the twelve months ended ​ ​ ​ $ 2,730,226 ​ ​ ​ ​ $ 2,450,804 ​ ​ ​ Net Leverage ​ ​ ​ ​ 5.3x ​ ​ ​ ​ ​ 5.3x ​ ​ B-4 / TABLE OF CONTENTS APPENDIX B — NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS​ Adjusted ROIC was calculated as follows (in thousands): ​ ​ ​ ​ December 31, 2025 ​ ​ Adjusted EBITDA ​ ​ ​ $ 2,730,226 ​ ​ ​ Less: Depreciation and Amortization ​ ​ ​ ​ 1,078,755 ​ ​ ​ Add IT Write-off(1) ​ ​ ​ ​ 95,101 ​ ​ ​ Total ​ ​ ​ ​ 1,746,572 ​ ​ ​ Total long-term debt plus shareholders’ equity ​ ​ ​ ​ 15,759,967 ​ ​ ​ Adjusted Return on Invested Capital ​ ​ ​ ​ 11.1% ​ ​ ​ (1) Losses related to the write-off of an internal use-software project, which are included in depreciation and amortization expense.

Appendix B / Net leverage and adjusted ROIC reconciliations / Debt growth and software write-off · Filed 30/04/2026

In 2026, we further executed this strategy by entering into a nine‑year bareboat charter agreement for Seven Seas Navigator, scheduled to commence in late 2027 and also inclusive of a purchase option.

MD&A / Fleet Optimization Strategy / Executed Seven Seas Navigator charter agreement · Filed 03/08/2026

As of June 30, 2026, we have committed undrawn export-credit backed facilities of approximately $10.9 billion, which funds approximately 80% of our ship construction contracts, with the exception of the two Sonata Class Ships on order for Oceania Cruises with currently scheduled delivery in 2032 and 2035 and the two additional ships on order for Norwegian Cruise Line with currently scheduled delivery in 2034 and 2036.

MD&A / Liquidity and Capital Resources / Committed export-credit facilities · Filed 03/08/2026

The approved award was delivered in a mix of a target number of 1,172,638 PSUs with an intended approximate grant date value of $28.8 million, which represent 60% of the total intended value of the one-time equity award, and 967,254 RSUs with an intended grant date value of $19.2 million, which represent 40% of the total intended value of the one-time equity award.

Executive Compensation / Approved CEO equity award · Filed 30/04/2026

The PSUs will be eligible to “cliff vest” at the end of a four-year performance period beginning in 2026, but only if applicable absolute total shareholder return compounded annual growth rate (“TSR CAGR”) targets are achieved.

Executive Compensation / CEO four-year TSR vesting condition · Filed 30/04/2026

Adjusted EPS as used in connection with our short-term incentives is a non-GAAP financial metric calculated in the same manner as Adjusted EPS in our Annual Report on Form 10-K less the following: (i) fuel rates, (ii) foreign exchange rates, (iii) significant acquisitions and joint ventures, and (iv) other one-time adjustments in our Compensation Committee’s discretion.

Pay Versus Performance / Adjusted EPS incentive exclusions · Filed 30/04/2026

Each of our Board’s committees is currently led by, and composed solely of, independent directors.

Corporate Governance / Independent board committees · Filed 30/04/2026

Chidsey ​ ​ ​ Chairperson of the Board, President and Chief Executive Officer ​ ​ • Alex Cruz* ​ ​ ​ Lead Independent Director ​ ​ • José E.

Corporate Governance / Combined chairperson and CEO role and lead independent director · Filed 30/04/2026

NCLH’s bye-laws contain provisions that may delay, defer, prevent or render more difficult a takeover attempt that its shareholders consider to be in their best interests.

Risk Factors / Constitutional provisions affecting takeover attempts · Filed 02/03/2026

Each of our directors attended more than 75% of the aggregate of all meetings of our Board and of any committees on which he or she served during 2025.

Corporate Governance / Actual 2025 board and committee attendance · Filed 30/04/2026

Norwegian Luna debuted in March 2026, with delivery of Seven Seas Prestige expected later this year.

Executive Compensation / Business achievements / Norwegian Luna debut and expected future delivery · Filed 30/04/2026

Limitations on the availability of ports of call or on the availability of shore excursions and other service providers at such ports have adversely affected our business, financial condition and results of operations in the past and could do so in the future.

Risk Factors / Port availability / Previously realized adverse effects · Filed 02/03/2026

Publication history

Sources

• filing-1 · Filed 02/03/2026
• filing-2 · Filed 03/08/2026
• filing-3 · Filed 30/04/2026
• filing-4 · Filed 27/02/2025
• filing-5 · Filed 28/02/2024
• filing-6 · Filed 04/05/2026