11 paragraphs in Risk Factors of the 10-K filed Mar 2, 2026
with nothing like them in the 10-K filed Feb 27, 2025. Quoted exactly.
Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 46 Consumer discretionary companies:
a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it.
A paragraph most of them have is marked boilerplate. No line means no other company has one like it.
This counts text; it does not say how serious a risk is.
If we raise additional funds by issuing debt, we may be subject to limitations on our operations due to restrictive covenants, which may be more restrictive than the covenants in our existing debt agreements, and we may be required to
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Additionally, we have been, and may continue to be, impacted by heightened regulations around customs and border control, travel bans to and from certain geographical areas, voluntary changes to our itineraries in light of geopolitical events, government policies increasing the difficulty of travel and limitations on issuing international travel visas.
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immediately detect such incidents. Our failure to successfully prevent, mitigate or timely respond to such incidents could impair our ability to conduct business and damage our reputation.
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Fuel expense is a significant cost for our Company. Increases in fuel costs are expected as regulatory requirements take effect and alternative fuel demand outpaces infrastructure deployment, and our strategies may not fully offset these pressures.
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The new construction, refurbishment, repair and maintenance of our ships are complex processes and involve risks similar to those encountered in other large and sophisticated equipment construction, refurbishment and repair projects.
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Actions by activist shareholders that target our company and our business may not align with our business strategies or the best interests of all of our shareholders. Responding to activist shareholders can be costly and time-consuming, diverting the attention of our Board of Directors and management from the pursuit of our business strategies. We have incurred, and may in the future incur, significant expenses related to such matters, including legal, financial, advisory and proxy solicitation costs. Shareholder activism could also give rise to perceived uncertainties as to our future direction, make it more difficult to attract and retain qualified personnel, and cause our share price to fluctuate based on speculative market perceptions that do not reflect our underlying business fundamentals, which could adversely affect our business, financial condition, results of operations and share price.
Similar paragraph at 1 of 46 other Consumer discretionary companies:
DHI
We currently have certain ship construction contracts and newbuild-related debt denominated in euros. We are exposed to fluctuations in the euro exchange rate for the portions of the ship construction contracts and euro-denominated debt
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We operate in a highly competitive vacation market, which could adversely affect our results.
Similar paragraph at 2 of 46 other Consumer discretionary companies:
CVNA,
DHIWe compete in a broad and highly competitive vacation market in which cruising is one of many leisure options available to consumers. We face competition not only from other cruise lines, but also from a wide range of alternative vacation offerings, including hotels, resorts, short-term lodging providers, theme parks and packaged travel experiences. Competition within the cruise industry is driven by factors such as pricing, itinerary and destination offerings, ship features, service levels, marketing and travel advisor relationships. Competitive actions, including changes in pricing, capacity, deployment and promotional activity, may adversely affect our revenues, margins and operating results.
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2 more
The global minimum tax rules include three Pillar 2 taxing mechanisms to ensure large multinational businesses pay a minimum effective tax rate of 15% on their profits worldwide. The primary taxing mechanism is the Qualified Domestic Minimum Top-up Tax (“QDMTT”). No other taxing mechanisms apply to constituent entities (i.e., NCLH’s group companies) that are tax residents in a jurisdiction that has enacted a QDMTT. Since Bermuda has not implemented a QDMTT, the other two taxing mechanisms could apply such as the Income Inclusion Rule (“IIR”) or the Undertaxed Profits Rule (“UTPR”). Even though NCLH and its subsidiaries became subject to the UTPR effective January 1, 2025, the Company does not expect to have a material impact from the UTPR mechanism. The primary reason for this result is that a large portion of the Company’s shipping income is exempt under the Pillar 2 shipping income exemption rule discussed below.
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As enacted, the Bermuda Act makes it clear that any corporate income tax liability is due regardless of the above assurances under the Exempted Undertakings Protection Act 1966. Therefore, we are subject to the Bermuda corporate income tax as of January 1, 2025. Similar to Pillar 2, and as described above, the Bermuda Act provides for an
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New in the latest 10-Q
35 paragraphs in the 10-Q filed Oct 29, 2026 with nothing like
them in the 10-Q filed Aug 3, 2026 (at least half the words must differ; new numbers alone do not count).
Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
In September 2026, a bareboat charter for Norwegian Sky commenced. The bareboat charter has a term of 10 years and has fixed payments of $ 15.3 million for the first two years and $ 13.3 million each year thereafter.
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In October 2026, NCLC issued $950.0 million aggregate principal amount of 8.750% senior unsecured notes due October 15, 2031 (the “2031 Notes”). NCLC may, at its option, redeem the 2031 Notes, in whole or in part, (i) prior to October 15, 2028 (the “First Call Date”), at a redemption price equal to 100% of the principal amount of the 2031 Notes to be redeemed plus an applicable “make-whole” amount, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, and (ii) on or after the First Call Date, at the redemption prices set forth in the indenture for the 2031 Notes, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the
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redemption date. In addition, at any time and from time to time prior to the First Call Date, NCLC may redeem up to 40% of the aggregate principal amount of the 2031 Notes with the net proceeds of certain equity offerings at a redemption price equal to 108.750% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2031 Notes issued remains outstanding following such redemption. The 2031 Notes pay interest at 8.750% per annum, semiannually in arrears on April 15 and October 15 of each year, to holders of record at the close of business on the immediately preceding April 1 and October 1, respectively. The indenture for the 2031 Notes contains covenants that limit the ability of NCLC and its restricted subsidiaries to, among other things: (i) create liens on certain assets to secure debt; (ii) enter into sale leaseback transactions; and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets. The net proceeds from the issuance of the 2031 Notes, together with cash on hand, were used to (i) redeem all of the outstanding 6.125% senior notes due 2028, (ii) repay $380.0 million of outstanding borrowings under the Revolving Loan Facility and (iii) prepay approximately $42.2 million of outstanding borrowings under our export-credit backed financing facilities, in each case, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses. Concurrently with the above October 2026 transactions, NCLC entered into a third amendment to the Revolving Loan Facility, which increased the aggregate amount of commitments under the Revolving Loan Facility from approximately $2.5 billion to approximately $2.8 billion. The amendment also modified certain existing financial covenant definitions and the related collateral. Exchangeable Notes The following is a summary of NCLC’s exchangeable notes as of September 30, 2026 (in thousands): Unamortized Principal Deferred Net Carrying Fair Value Amount Financing Fees Amount Amount Leveling 2027 1.125% Exchangeable Notes (1) $ 192,037 $ (377) $ 191,660 $ 188,106 Level 2 2027 2.5% Exchangeable Notes (1) 24,138 (52) 24,086 23,765 Level 2 2030 0.875% Exchangeable Notes 353,876 (2,349) 351,527 314,107 Level 2 2030 0.750% Exchangeable Notes 1,407,000 (21,416) 1,385,584 1,140,824 Level 2 (1) Classified within current portion of long-term debt as of September 30, 2026. Additionally, in May 2026, NCLC elected to irrevocably fix the settlement method to cash settlement for all exchanges of the 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes, pursuant to the applicable indentures. The following is a summary of NCLC’s exchangeable notes as of December 31, 2025 (in thousands): Unamortized Principal Deferred Net Carrying Fair Value Amount Financing Fees Amount Amount Leveling 2027 1.125% Exchangeable Notes $ 192,037 $ (1,097) $ 190,940 $ 190,988 Level 2 2027 2.5% Exchangeable Notes 24,138 (149) 23,989 24,285 Level 2 2030 0.875% Exchangeable Notes 353,876 (2,829) 351,047 387,692 Level 2 2030 0.750% Exchangeable Notes 1,407,000 (25,139) 1,381,861 1,354,111 Level 2
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As of September 30, 2026, we had fuel swaps designated as hedges, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 475 thousand metric tons of our projected fuel purchases, maturing through December 31, 2027.
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As of September 30, 2026, we also had fuel swaps pertaining to approximately 30 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through December 31, 2027.
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In January 2013, NCLH adopted the 2013 Performance Incentive Plan, which, after giving effect to amendments and restatements through 2025 (the “Restated 2013 Plan”), provided for a maximum aggregate limit of 48,009,006 shares that could have been delivered pursuant to all awards granted under the Restated 2013 Plan. In June 2026, NCLH’s shareholders approved a further amendment and restatement of the Restated 2013 Plan to increase the number of NCLH ordinary shares that may be delivered by 8,807,000, resulting in an increase in the maximum aggregate limit to 56,816,006 shares.
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In March 2026, NCLH granted 5.0 million time-based restricted share unit awards (“RSUs”) to our employees, which primarily vest in substantially equal installments over three years. Additionally, in March 2026, NCLH granted 1.3 million performance-based restricted share units (“PSUs”) to certain members of our management team, which vest upon the achievement of certain pre-established performance targets established through 2028 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2029.
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The fair value of the MSUs is estimated using a Monte Carlo model due to the market condition. The below table summarizes the key inputs used in the Monte Carlo simulation:
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Dividend yield —% Expected share price volatility 54.77% Risk-free interest rate 3.96% Expected term 3.77 years
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Expected volatility was determined based on a blend of implied volatility and historical volatility of our share price over a period commensurate with the remaining term of the measurement period. The risk-free rate was based on U.S. Treasury zero coupon issues with a remaining term equal to the remaining term of the measurement period.
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The following is a summary of restricted share unit activity for the nine months ended September 30, 2026:
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In February 2026, all 298,336 remaining outstanding share option awards with a weighted average exercise price of
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Revolving Loan Facility. Our senior secured revolving credit facility among NCLC, as borrower, the subsidiary guarantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The Revolving Credit Facility was increased from approximately $2.5 billion as of September 30, 2026 to approximately $2.8 billion in October 2026.
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In October 2026, NCLC issued $950.0 million aggregate principal amount of 8.750% senior unsecured notes due 2031. The net proceeds from the issuance of these notes, together with cash on hand, were used to (i) redeem all of the
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outstanding 6.125% senior notes due 2028, (ii) repay $380.0 million of outstanding borrowings under the Revolving Loan Facility and (iii) prepay approximately $42.2 million of outstanding borrowings under our export-credit backed financing facilities, in each case, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses. Concurrently with the issuance of these notes, NCLC entered into a third amendment to the Revolving Loan Facility, which was increased from approximately $2.5 billion to approximately $2.8 billion, and modifications were made to the collateral of the Revolving Loan Facility.
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The Company’s booked position for the next 12 months has improved modestly but remains below its optimal range. The expanded offering at Great Stirrup Cay, including the recently opened Great Tides Waterpark, together with the upcoming rollout of a new marketing platform and improvements to revenue management capabilities, including the implementation of the base-loading strategy across 2027 and 2028 sailings, is expected to support stronger demand and a healthier booking curve over time. For 2027, the Company’s pricing is ahead of levels at the same time last year, while its booked position remains below the comparable prior-year position for the first half and is in line with the same time last year for the second half.
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In September 2026, we sold Oceania Sirena, and we will continue to operate the vessel through the spring of 2028 under a bareboat charter.
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(7) A loss on disposal related to the sale of Oceania Sirena, which is included in depreciation and amortization expense.
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In October 2026, NCLC issued $950.0 million aggregate principal amount of 8.750% senior unsecured notes due 2031. The net proceeds from the issuance of these notes, together with cash on hand, were used to (i) redeem all of the outstanding 6.125% senior notes due 2028, (ii) repay $380.0 million of outstanding borrowings under the Revolving Loan Facility and (iii) prepay approximately $42.2 million of outstanding borrowings under our export-credit backed financing facilities, in each case, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses. Concurrently with the issuance of these notes, NCLC entered into a third amendment to the Revolving Loan Facility, which was increased from approximately $2.5 billion to approximately $2.8 billion, and modifications were made to the collateral of the Revolving Loan Facility.
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See Note 7 - “Long-Term Debt” for further details about the above financing transaction.
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2026 Regent Seven Seas Cruises Prestige Class 1 Seven Seas Prestige ~77,000 ~822 Contract effective / financed(3)
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2027 Norwegian Cruise Line Next Gen "Methanol-Ready(2)" Prima Class 5 Norwegian Aura ~170,000 ~3,880 Contract effective / financed(3)
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2027 Oceania Cruises Sonata Class 1 Oceania Sonata ~86,000 ~1,390 Contract effective / financed(3)
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2028 Norwegian Cruise Line Next Gen "Methanol-Ready(2)" Prima Class 6 Norwegian Bella ~170,000 ~3,920 Contract effective / financed(3)
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2029 Oceania Cruises Sonata Class 2 Oceania Arietta ~86,000 ~1,390 Contract effective / financed(3)
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2030 Norwegian Cruise Line New Class 1 To come ~227,000 ~5,000 Contract effective / financed(3)
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2030 Regent Seven Seas Cruises Prestige Class 2 To come ~77,000 ~822 Contract effective / financed(3)
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2032 Oceania Cruises Sonata Class 3 To come ~86,000 ~1,390 Contract effective, but not yet financed
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2032 Norwegian Cruise Line New Class 2 To come ~227,000 ~5,000 Contract effective / financed(3)
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2034 Norwegian Cruise Line New Class 3 To come ~227,000 ~5,000 Contract effective / financed(3)
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2035 Oceania Cruises Sonata Class 4 To come ~86,000 ~1,390 Contract effective, but not yet financed
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2036 Norwegian Cruise Line New Class 4 To come ~227,000 ~5,000 Contract effective / financed(3)
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2037 Oceania Cruises Sonata Class 5 To come ~86,000 ~1,390 Contract will be effective upon financing
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2037 Norwegian Cruise Line New Class 5 To come ~227,000 ~5,000 Contract will be effective upon financing
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Item 6
# Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K Item 601(b)(10).
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 29, 2026 against Item 1A of the 10-K filed Mar 2, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
Except as set forth below, there have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K and this Quarterly Report on Form 10-Q.
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Added10-Q 2026-10-29 vs 10-K 2026-03-02
We refer you to our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for a discussion of the risk factors that affect our business and financial results. We caution you that the risk factors discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K and this Quarterly Report on Form 10-Q, elsewhere in this report or other SEC filings could cause future results to differ materially from those stated in any forward-looking statements. You should not interpret the disclosure of a risk to imply that the risk has not already materialized. The impact of macroeconomic conditions and global conflicts has also had the effect of heightening many of the other risks described in the “Risk Factors” included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, such as those relating to our need to generate sufficient cash flows to service our indebtedness, and our ability to comply with the covenants contained in the agreements that govern our indebtedness.
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Added10-Q 2026-10-29 vs 10-K 2026-03-02
a timely basis. Any occurrence that prevented such third party from continuing to oversee such projects or substantially increased the costs related to such oversight could have an adverse effect on our operations. These potential events and the associated losses, to the extent that they are not adequately covered by contractual remedies or insurance, could adversely affect our results of operations and financial condition.
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Reworded10-Q 2026-10-29 vs 10-K 2026-03-02
Both Interruptions to our operations or the interruption of operations and the replacement of the need to replace third-party service providers at an increased cost could adversely impact affect our business, financial condition and results of operations.
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Reworded10-Q 2026-10-29 vs 10-K 2026-03-02
Mechanical malfunctions and repairs, delays in our shipbuilding program, maintenance programs, and refurbishments and the maintenance, refurbishment, sale, transfer or charter of our ships, as well as the consolidation of qualified shipyard facilities facilities, could adversely affect our results of operations and financial condition.
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Reworded10-Q 2026-10-29 vs 10-K 2026-03-02
We rely on third parties to provide hotel management services for certain ships ships, technology services and certain other critical services, and we are exposed to risks facing disruptions affecting such providers. providers could adversely affect our business.
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Reworded10-Q 2026-10-29 vs 10-K 2026-03-02
If these service providers suffer financial hardship or suffer disruptions or hardship, operational disruptions, are unable to continue providing such services, services or otherwise fail to perform as expected, we cannot guarantee that we will be able to replace such service providers in a timely manner, which may cause an interruption in our operations.
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Reworded10-Q 2026-10-29 vs 10-K 2026-03-02
In addition, availability, limited availability of shipyard capacity, work stoppages, insolvency or financial problems in the shipyards’ construction, refurbishment or repair of our ships, other “force majeure” events that are beyond our control and the control of shipyards or subcontractors, or changes to technical specifications due to regulatory changes, sustainability initiatives or other strategic initiatives could also delay or prevent the newbuild delivery, refurbishment and repair repair, maintenance and maintenance sale, transfer or charter of our ships.
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Reworded10-Q 2026-10-29 vs 10-K 2026-03-02
To the extent that we are able to can replace such service providers, we may be forced to pay an incur increased cost costs for equivalent services.
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Reworded10-Q 2026-10-29 vs 10-K 2026-03-02
The impacts of global events including armed or geopolitical conflicts and pandemics, a lack of viable Dry-dock facilities, modifications the Company plans to our make to its newbuilds, including potential initiatives to improve environmental sustainability, and other macroeconomic events have resulted in some delays in expected ship deliveries, and may result in additional delays in ship deliveries in the future, which may be prolonged.
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