Form 8-K

8-K — Norwegian Cruise Line Holdings Ltd.

Accession: 0001104659-26-112116

Filed: 2026-09-30

Period: 2026-09-30

CIK: 0001513761

SIC: 4400 (WATER TRANSPORTATION)

Item: Regulation FD Disclosure

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest

event reported): September 30, 2026

NORWEGIAN

CRUISE LINE HOLDINGS LTD.

(Exact

name of registrant as specified in its charter)

Bermuda

001-35784

98-0691007

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

7665

Corporate Center Drive, Miami,

Florida 33126

(Address of principal executive offices, and Zip Code)

(305)

436-4000

(Registrant’s telephone

number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant

to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which

registered

Ordinary

shares, par value $0.001 per share

NCLH

The

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure.

Norwegian

Cruise Line Holdings Ltd. (“NCLH” or the “Company”) (i) expects its third-quarter 2026 results to exceed the guidance

provided in NCLH’s second-quarter 2026 earnings release, primarily driven by better-than-expected revenue performance, and (ii)

reaffirms its full-year 2026 guidance provided in such earnings release, in each case, as set forth in NCLH’s press release dated

July 30, 2026, furnished as Exhibit 99.1 to NCLH’s Current Report on Form 8-K filed on July 30, 2026. As adjusted for the transactions

separately announced today by NCL Corporation Ltd., a subsidiary of the Company, the Company expects its 2027 full-year net interest expense

to be in the range of $860-$880 million.

The

information in Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall

it be deemed to be incorporated by reference into any of NCLH’s filings under the Securities Act of 1933, as amended, or the Exchange

Act, except to the extent expressly set forth by specific reference in such a filing.

Cautionary Statement Concerning Forward-Looking Statements

Some

of the statements, estimates or projections contained in this report are “forward-looking statements” within the meaning of

the U.S. federal securities laws intended to qualify for the safe harbor from liability established by the Private Securities Litigation

Reform Act of 1995. All statements other than statements of historical facts contained, or incorporated by reference, in this report,

including, without limitation, our expectations regarding our results of operations, future financial position, including our liquidity

requirements and future capital expenditures, plans, prospects, actions taken or strategies being considered with respect to our liquidity

position, including with respect to refinancing, amending the terms of, or extending the maturity of our indebtedness, our ability to

comply with covenants under our debt agreements, expectations regarding our exchangeable notes, valuation and appraisals of our assets,

expectations regarding our deferred tax assets, and valuation allowances, expected fleet additions and deliveries, including expected

timing thereof, our expectations regarding the impact of macroeconomic conditions and recent global events, and expectations relating

to our sustainability program, decarbonization efforts and alternative fuel sources and related regulation may be forward-looking statements.

Many, but not all, of these statements can be found by looking for words like “expect,” “anticipate,” “goal,”

“project,” “plan,” “believe,” “seek,” “will,” “may,” “forecast,”

“estimate,” “intend,” “future” and similar words. Forward-looking statements do not guarantee future

performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to

differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples

of these risks, uncertainties and other factors include, but are not limited to the impact of: adverse general economic factors, such

as fluctuating or increasing levels of interest rates, inflation, unemployment, underemployment, tariff increases and trade wars, the

volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level

of disposable income of consumers or consumer confidence; our indebtedness and restrictions in the agreements governing our indebtedness

that require us to maintain minimum levels of liquidity and be in compliance with maintenance covenants and otherwise limit our flexibility

in operating our business, including the significant portion of assets that are collateral under these agreements; our ability to work

with lenders and others or otherwise pursue options to defer, renegotiate, refinance or restructure our existing debt profile, near-term

debt amortization, newbuild-related payments and other obligations and to work with credit card processors to satisfy potential future

demands for collateral on cash advanced from customers relating to future cruises; our need for additional financing or financing to optimize

our balance sheet, which may not be available on favorable terms, or at all, and our outstanding exchangeable notes and any future financing

which may be dilutive to existing shareholders; our ability to maintain and strengthen our brand; shareholder activism and/or proxy contests;

the unavailability of ports of call and the impacts of port and destination fees and expenses; future increases in the price of, or major

changes, disruptions or reductions in, commercial airline services; changes involving the tax and environmental regulatory regimes in

which we operate, including new and existing regulations aimed at reducing greenhouse gas emissions; the accuracy of any appraisals of

our assets; our success in controlling operating expenses and capital expenditures; adverse events impacting the security of travel, or

customer perceptions of the security of travel, such as terrorist acts, geopolitical conflict, armed conflict or threats thereof, acts

of piracy, and other international events; public health crises, and their effect on the ability or desire of people to travel (including

on cruises); adverse incidents involving cruise ships; breaches in data security or other disturbances to our information technology systems

and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection; changes in fuel

prices and the type of fuel we are permitted to use and/or other cruise operating costs; mechanical malfunctions and repairs, delays in

our shipbuilding program, maintenance and refurbishments and the consolidation of qualified shipyard facilities; the risks and increased

costs associated with operating internationally; our inability to recruit or retain qualified personnel or the loss of key personnel or

employee relations issues; impacts related to climate change and our ability to achieve our climate-related or other sustainability goals;

our inability to obtain adequate insurance coverage; implementing precautions in coordination with regulators and global public health

authorities to protect the health, safety and security of guests, crew and the communities we visit and to comply with related regulatory

restrictions; pending or threatened litigation, investigations and enforcement actions; volatility and disruptions in the global credit

and financial markets, which may adversely affect our ability to borrow and could increase our counterparty credit risks, including those

under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees; our reliance

on third parties to provide hotel management services for certain ships, technology services and certain other critical services; fluctuations

in foreign currency exchange rates; our expansion into new markets and investments in new markets, businesses and land-based destination

projects; overcapacity in key markets or globally; and other factors set forth under “Risk Factors” in our most recently filed

Annual Report on Form 10-K, Quarterly Report on Form 10-Q and subsequent filings with the Securities and Exchange Commission. The above

examples are not exhaustive and new risks emerge from time to time. There may be additional risks that we currently consider immaterial

or which are unknown. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections

regarding our present and future business strategies and the environment in which we expect to operate in the future. You are cautioned

not to place undue reliance on the forward-looking statements included in this report, which speak only as of the date made. We expressly

disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change

in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except

as required by law.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, Norwegian Cruise Line Holdings Ltd. has duly caused this report to be signed on its behalf by the undersigned

thereunto duly authorized.

Date: September 30, 2026

NORWEGIAN CRUISE LINE HOLDINGS LTD.

By:

/s/ Mark A. Kempa

Name:

Mark A. Kempa

Title:

Executive Vice President and Chief

Financial Officer

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