Quarterly report [Sections 13 or 15(d)]

Employee Benefits and Share-Based Compensation

v3.26.1
Employee Benefits and Share-Based Compensation
3 Months Ended
Mar. 31, 2026
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Employee Benefits and Share-Based Compensation

9.   Employee Benefits and Share-Based Compensation

Restricted Share Unit Awards

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.

In connection with Mr. Chidsey’s appointment as President and Chief Executive Officer, NCLH granted him a one-time inducement equity award consisting of 967,254 RSUs and 1,172,638 target market-based restricted share units (“MSUs”). The RSUs vest in substantially equal installments over four years. The MSUs are eligible to vest at the end of a four-year performance period based on the NCLH’s absolute total shareholder return compound annual growth rate, with payout ranging from 0% to 200% of target. These awards were granted outside the Amended and Restated 2013 Performance Incentive Plan and were approved by NCLH’s Compensation Committee in reliance on the employment inducement exemption under Section 303A.08 of the New York Stock Exchange’s Listed Company Manual.

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:

Dividend yield

 

—%

Expected share price volatility

 

54.77%

Risk-free interest rate

 

3.96%

Expected term

 

3.77 years

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.

The following is a summary of restricted share unit activity for the three months ended March 31, 2026:

Number of

Weighted-

Number of

Weighted-

Number of

Weighted-

Time-Based

Average Grant

Performance-

Average Grant

Market-

Average Grant 

  ​ ​ ​

Awards

  ​ ​ ​

Date Fair Value

  ​ ​ ​

Based Awards

  ​ ​ ​

Date Fair Value

  ​ ​ ​

Based Awards

  ​ ​ ​

Date Fair Value

Non-vested as of January 1, 2026

 

8,537,656

$

19.95

 

2,521,536

$

19.97

 

$

Granted

 

6,145,765

20.08

1,304,731

(1)

21.02

2,345,276

(1)

24.24

Vested

 

(4,483,402)

19.02

(579,244)

18.00

 

Forfeited or expired

 

(509,082)

20.24

(203,920)

17.21

 

Non-vested as of March 31, 2026

 

9,690,937

20.45

 

3,043,103

20.98

 

2,345,276

24.24

(1) Number of PSUs and MSUs included assumes maximum achievement.

In February 2026, all 298,336 remaining outstanding share option awards with a weighted average exercise price of $50.12 expired and were forfeited.

The compensation expense recognized for share-based compensation for the periods presented includes the following (in thousands):

Three Months Ended

March 31, 

  ​ ​ ​

2026

  ​ ​ ​

2025

Payroll and related expense

$

5,223

$

4,824

Marketing, general and administrative expense

 

18,142

 

15,457

Total share-based compensation expense

$

23,365

$

20,281