挪威邮轮 2025年度报告

TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission file number: 001-35784 NORWEGIAN CRUISE LINE HOLDINGSLTD.(Exact name of registrant as specified in its charter) Name of each exchange on which registeredThe New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes⌧No◻ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes◻No⌧ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days.Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit such files).Yes⌧No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. Accelerated filer◻Smaller reporting company☐Emerging growth company☐ Non-accelerated filer◻ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.◻ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ As of June30,2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of votingstock held by non-affiliates of the registrant based upon the closing sales price for the registrant’s ordinary shares as reported on The New York StockExchange was $9.0 billion. There were 455,545,641 ordinary shares outstanding as of February 17, 2026. Documents Incorporated by Reference Portions of the Proxy Statement for the registrant’s 2026 Annual General Meeting of Shareholders, to be filed with the Securities and ExchangeCommission not later than 120days after December31,2025, are incorporated by reference in PartIII herein. NORWEGIAN CRUISE LINE HOLDINGS LTD. TABLE OF CONTENTS PART IItem 1.BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures 8284242434444 PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities45Item 6.[Reserved]46Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations47Item 7A.Quantitative and Qualitative Disclosures about Market Risk61Item 8.Financial Statements and Supplementary Data62Item 9.Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure62Item 9A. Controls and Procedures62Item 9B. Other Information63Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections63 IIIItem 10.Directors, Executive Officers and Corporate Governance64Item 11.Executive Compensation64Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters64Item 13.Certain Relationships and Related Transactions, and Director Independence64Item 14.Principal Accounting Fees and Services64 Item 15.Exhibits, Financial Statement Schedules65Item 16.Form 10-K Summary79Signatures80 Terms Used in this Annual Report Unless otherwise indicated or the context otherwise requires, references in this Annual Report onForm 10-K (“Annual Report”) to (i) the “Company,” “we,” “our” and “us” refer to NCLH (as definedbelow) and its subsidiaries, (ii) “NCLC” refers to NCL Corporation Ltd., (iii) “NCLH” refers toNorwegian Cruise Line Holdings Ltd., (iv) “Norwegian Cruise Line” or “Norwegian” refers to theNorwegian Cruise Line brand and it