Norwegian Cruise Line Holdings Ltd.·4

Mar 3, 4:18 PM ET

Kempa Mark 4

4 · Norwegian Cruise Line Holdings Ltd. · Filed Mar 3, 2026

Research Summary

AI-generated summary of this filing

Updated

NCLH CFO Mark Kempa Withholds Shares to Cover Taxes

What Happened
Mark Kempa, EVP & Chief Financial Officer of Norwegian Cruise Line Holdings (NCLH), had 68,818 shares withheld by the company to satisfy tax withholding obligations tied to vested equity awards. The withholdings, reported as dispositions, occurred on March 1, 2026 at $24.79 per share and total approximately $1,705,998. This was a tax-withholding/cashless settlement of vested PSUs/RSUs, not an open-market sale.

Key Details

  • Transaction date: March 1, 2026; filing date: March 3, 2026 (appears timely).
  • Price: $24.79 per share for all transactions.
  • Breakdown of withheld shares and reported values:
    • 46,074 shares withheld — $1,142,174 (F1)
    • 8,664 shares withheld — $214,781 (F2)
    • 7,208 shares withheld — $178,686 (F3)
    • 6,872 shares withheld — $170,357 (F4)
  • Footnotes:
    • F1: Withholding for vesting of 132,100 performance share units granted Mar 1, 2023.
    • F2: Withholding for vesting of 22,017 restricted share units granted Mar 1, 2023.
    • F3: Withholding for vesting of 18,316 restricted share units granted Mar 1, 2024.
    • F4: Withholding for vesting of 17,463 restricted share units granted Mar 3, 2025.
  • Shares owned after the transactions: not specified in the provided filing excerpt.
  • Transaction code: F — payment of exercise price or tax liability by delivering/withholding shares.

Context
These transactions are routine tax-withholding settlements executed by the company when performance/share units vest. They reduce the insider's outstanding share count but are not purchases or open-market sales indicative of a directional bet. For retail investors, note this is administrative (tax) withholding on vested awards rather than an indication of active insider selling.

Insider Transaction Report

Form 4
Period: 2026-03-01
Kempa Mark
EVP & CFO
Transactions
  • Tax Payment

    Common Stock

    [F1]
    2026-03-01$24.79/sh46,074$1,142,174455,378 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-01$24.79/sh8,664$214,781446,714 total
  • Tax Payment

    Common Stock

    [F3]
    2026-03-01$24.79/sh7,208$178,686439,506 total
  • Tax Payment

    Common Stock

    [F4]
    2026-03-01$24.79/sh6,872$170,357432,634 total
Footnotes (4)
  • [F1]Represents shares withheld by NCLH to satisfy tax withholding obligations in connection with the vesting of 132,100 performance share units granted to the reporting person on March 1, 2023.
  • [F2]Represents shares withheld by NCLH to satisfy tax withholding obligations in connection with the vesting of 22,017 restricted share units granted to the reporting person on March 1, 2023.
  • [F3]Represents shares withheld by NCLH to satisfy tax withholding obligations in connection with the vesting of 18,316 restricted share units granted to the reporting person on March 1, 2024.
  • [F4]Represents shares withheld by NCLH to satisfy tax withholding obligations in connection with the vesting of 17,463 restricted share units granted to the reporting person on March 3, 2025.
Signature
/s/ Daniel S. Farkas, as attorney-in-fact for Mark Kempa|2026-03-03

Documents

1 file
  • 4
    tm267835-5_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT