NCL CORP Ltd. 8-K

What Happened

• On May 29, 2026, NCL Corporation Ltd. (NCLC), a subsidiary of Norwegian Cruise Line Holdings Ltd. (NCLH), notified holders and the trustee that it irrevocably elected to fix the Settlement Method to Cash Settlement for all exchanges of its 1.125% Exchangeable Senior Notes due 2027 and its 2.50% Exchangeable Senior Notes due 2027. The election was delivered pursuant to the applicable indentures and applies to all exchanges with an Exchange Date on or after May 29, 2026.

Key Details

• Notes affected: 1.125% Exchangeable Senior Notes due 2027 (issued Nov 19, 2021 indenture) and 2.50% Exchangeable Senior Notes due 2027 (issued Feb 15, 2022 indenture).
• Trustee: U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association).
• Effective date: cash settlement applies to exchanges with Exchange Date on and after May 29, 2026.
• Guidance impact: NCLC expects this election to reduce diluted weighted-average shares outstanding guidance by ~2 million shares for the quarter ending June 30, 2026 and ~4 million shares for the year ending Dec 31, 2026.

Why It Matters

• The company will pay cash rather than issue shares when these notes are exchanged, which directly reduces potential share dilution and lowers the company’s diluted share-count guidance by the amounts disclosed.
• Investors should note this shifts potential note-exchange obligations from issuance of shares to cash payments; the filing provides the expected reduction in diluted shares but does not quantify the aggregate cash amount that may be required.