维京游轮美股招股说明书(2025-05-28版)

The selling shareholders identified in this prospectus supplement are offering an aggregate of 30,531,917 of our ordinary shares. We are notselling any ordinary shares in this offering. We will not receive any proceeds from the sale of ordinary shares by the selling shareholders. Our ordinary shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “VIK.” On May 23, 2025, the last reported shareprice of our ordinary shares as reported on the NYSE was $43.77per share. We have two classes of shares: ordinary shares and special shares. The rights of the holders of our ordinary shares and our special shares areidentical, except with respect to voting, conversion and transfer rights. Each ordinary share is entitled to one vote per share and each special share isentitled to 10 votes per share. Each special share may be converted at any time into one ordinary share at the option of the holder and will convertautomatically into one ordinary share upon transfer, subject to certain exceptions. As a result of its ownership of special shares, our principal shareholder(as defined herein) held approximately 87% of the voting power of our issued and outstanding share capital as of May1, 2025. See “Description ofShare Capital.” As a result of our principal shareholder’s ownership, we are a “controlled company” within the meaning of the rules of the NYSE andare permitted to rely on certain of the controlled company exemptions under the NYSE corporate governance rules. Public offering priceUnderwriting discounts and commissions (1)We have agreed to reimburse the underwriters (as defined under the section captioned “Underwriting”) for certain expenses in connection withthis offering. See “Underwriting” for a description of all compensation payable to the underwriters. Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page S-5 of this prospectussupplement, the section entitled “Item 3.D. Key Information—Risk Factors” in our annual report on Form20-Ffor theyear ended December31, 2024 (the “2024 Annual Report”) and risks described in the other documents we haveincorporated by reference herein. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. J.P. Morgan BofA Securities Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiEXCHANGE CONTROLS-iiiSUMMARYS-1THE OFFERINGS-3RISK FACTORSS-5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-7USE OF PROCEEDSS-8SELLING SHAREHOLDERSS-9TAX CONSIDERATIONSS-10UNDERWRITINGS-13EXPENSES OF THIS OFFERINGS-20LEGAL MATTERSS-21EXPERTSS-21WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-22 Prospectus ABOUT THIS PROSPECTUSEXCHANGE CONTROLOUR COMPANYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYSELLING SHAREHOLDERSDESCRIPTION OF SHARE CAPITALTAX CONSIDERATIONSPLAN OF DISTRIBUTIONEXPENSES OF THIS OFFERINGLEGAL MATTERSEXPERTSSERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIESWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering andsupplements information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and theaccompanying prospectus. The second part is the accompanying prospectus, which describes more general information, some of which may not apply tothis offering. You should read both this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference. Ifthe description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in thisprospectus supplement. Any statement made in this prospectus supplement, the accompanying prospectus or in a document incorporated by reference in this prospectussupplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in thisprospectus supplement or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference in thisprospectus supplement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified orsuperseded, to constitute a part of this prospectus supplement. See “Where You Can Find More Information; Incorporation of Certain Documents byReference” in this prospectus supplement. The information contained in this prospectus supplement, the accompanying prospectus or in a document incorporated b