VIK Viking Holdings Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number: 001-42039

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Viking Holdings Ltd

(Translation of registrant’s name into English)

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94 Pitts Bay Road

Pembroke, Bermuda HM 08

(Address of principal executive office)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Explanatory Note

On November 19, 2024, Viking Holdings Ltd issued a press release reporting its financial results for the third quarter of 2024, ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K and incorporated by reference herein.

The information in this Report on Form 6-K (including Exhibit 99.1 hereto) shall not be deemed “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 incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Exhibit Index

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 19, 2024

Viking Reports Third Quarter 2024 Financial Results

LOS ANGELES, November 19, 2024, Business Wire—Viking Holdings Ltd (the “Company” or “Viking”) (NYSE: VIK) today reported financial results for the third quarter ended September 30, 2024.

Key Highlights

“The strength of our one Viking brand and our loyal guests are two key factors that drove our impressive third quarter financial results, positioning us for what looks to be a strong 2024,” said Torstein Hagen, Chairman and CEO of Viking. “With our capacity sold for 2024, our sales and marketing focus has shifted to the upcoming 2025 season and beyond. As we continue to expand our fleet in the coming months and years, we are capitalizing on our own ability to generate demand fueled by our distinctive and well-defined product, strong brand recognition, effective cross-selling practices, and a singular sales and marketing approach.”

Third Quarter 2024 Consolidated Results

During the third quarter of 2024, Capacity PCDs increased by 1.9% over the same period in 2023. Occupancy for the third quarter of 2024 was 94.0%.

Total revenue for the third quarter of 2024 was $1,678.7 million, an increase of $171.9 million, or 11.4% over the same period in 2023 mainly driven by higher revenue per PCD in 2024 compared to 2023.

Gross margin for the third quarter of 2024 was $717.8 million, an increase of $109.3 million, or 18.0%, over the same period in 2023 and Adjusted Gross Margin for the third quarter of 2024 was $1,098.9 million, an increase of $118.1 million, or 12.0%, over the same period in 2023. Net Yield was $576 for the third quarter, up 11.0% year-over year.

For the third quarter of 2024, vessel operating expenses were $329.2 million and vessel operating expenses excluding fuel were $284.8 million. Compared to the same period in 2023, vessel operating expenses increased $11.8 million, or 3.7%, and vessel operating expenses excluding fuel increased $12.1 million, or 4.4% mainly driven by maintenance and repair costs and the increase in the size of the Company's fleet in 2024 compared to 2023.

Net income for the third quarter of 2024 was $374.8 million compared to a net loss of $1,238.2 million for the same period in 2023. The net income for the third quarter of 2024 includes a loss of $18.6 million from the revaluation of warrants issued by the Company due to stock price appreciation. In comparison, the third quarter of 2023 includes a loss of $1,518.5 million from the impact of the Series C Preference Shares and an additional $72.7 million loss due to the revaluation of warrants issued by the Company. The Company’s Series C Preference Shares converted into ordinary shares immediately prior to the consummation of the Company’s IPO. The second quarter of 2024 was the final quarterly period for which the financial results included Private Placement derivative loss and interest expense related to the Series C Preference Shares. Adjusted Net Income attributable to Viking Holdings Ltd for the third quarter of 2024 was $393.6 million.

Adjusted EBITDA increased by $73.6 million compared to the third quarter of 2023. The increase in Adjusted EBITDA was mainly driven by higher revenue per PCD.

Diluted EPS was $0.86 and Adjusted EPS was $0.89 for the third quarter of 2024.

“We have already sold 70% of the capacity PCDs for our Core Products for 2025, with both volume and rates exceeding those for the 2024 season at the same point in time. As we continue to deliver strong financial results, we remain equally committed to providing unforgettable experiences for our guests,” said Leah Talactac, CFO of Viking. “Our focus on excellence creates lasting memories that inspire our guests to return and sail with us time and again. In addition, our efficiently designed ships lead to strong margins. This balance is key to our long-term success and sustainable growth.”

Update on Operating Capacity and Bookings

For our Core Products, operating capacity is 5% higher for the 2024 season compared to the 2023 season and 12% higher for the 2025 season compared to the 2024 season.

As of November 3, 2024, for our Core Products, we had sold 95% of our Capacity PCDs for the 2024 season and 70% for the 2025 season. We had $4,633 million of Advance Bookings for the 2024 season, 14% higher than the 2023 season at the same point in time; and we had $4,329 million of Advance Bookings for the 2025 season, 26% higher than the 2024 season at the same point in time. Advance Bookings per PCD for the 2024 season was $727, 8% higher than the 2023 season at the same point in time, and Advance Bookings per PCD for the 2025 season was $820, 7% higher than the 2024 season at the same point in time.

Balance Sheet and Liquidity

As of September 30, 2024:

New Build and Capacity

During October 2024, the Company:

Based on the committed orderbook, the Company expects to take delivery of one ocean ship later this year.

Conference Call Information

The Company has scheduled a conference call for Tuesday, November 19, 2024, at 8 a.m. Eastern Time to discuss third quarter 2024 results and provide a business update. A link to the live webcast can be found on the Company’s Investor Relations website at https://ir.viking.com/. A replay of the conference call will also be available on the same website for 30 days after the call.

About Viking

Viking was founded in 1997 and provides destination-focused journeys on rivers, oceans, and lakes around the world. Designed for curious travelers with interests in science, history, culture and cuisine, Chairman and CEO Torstein Hagen often says Viking offers experiences for The Thinking Person™. Viking has more than 450 awards to its name, including being rated #1 for Rivers, #1 for Oceans and #1 for Expeditions by Condé Nast Traveler in the 2023 and 2024 Readers' Choice Awards. Viking is also rated a “World's Best” for rivers, oceans and expeditions by Travel + Leisure. No other travel company has simultaneously received the same honors by both publications. For additional information, visit www.viking.com.

Definitions

“Adjusted Earnings per Share” or "Adjusted EPS" represents Adjusted Net Income attributable to Viking Holdings Ltd divided by Adjusted Weighted-Average Shares Outstanding.

“Adjusted EBITDA” is EBITDA (consolidated net income (loss) adjusted for interest income, interest expense, income tax benefit (expense) and depreciation, amortization and impairment) as further adjusted for non-cash Private Placement derivative gains and losses, currency gains or losses, stock-based compensation expense and other financial income (loss) (which includes forward gains and losses, gain or loss on disposition of assets, certain non-cash fair value adjustments, restructuring charges and non-recurring items).

“Adjusted Gross Margin” is gross margin adjusted for vessel operating expenses and ship depreciation and impairment. Gross margin is calculated pursuant to IFRS as total revenue less total cruise operating expenses and ship depreciation and impairment.

“Adjusted Net Income attributable to Viking Holdings Ltd” represents net income (loss) attributable to Viking Holdings Ltd excluding certain items that we believe are not part of our primary operating business and are not an indication of our future earnings performance. We believe that interest expense and Private Placement derivatives gain (loss) related to our Series C Preference Shares, warrants gain (loss), debt extinguishment and modification costs, gain (loss) on embedded derivatives associated with debt and financial liabilities, impairment charges and reversals and certain other gains and losses are not a part of our primary operating business and are not an indication of our future earnings performance.

“Adjusted Weighted-Average Shares Outstanding” represents the diluted weighted-average ordinary shares and special shares outstanding, adjusted for outstanding warrants and the impact of RSUs and stock options under the treasury stock method to the extent not included in diluted weighted-average ordinary shares outstanding, as further adjusted in 2024 to reflect the conversion of the Series C Preference Shares and preference shares as if it had occurred at the beginning of the year.

“Advance Bookings” is the aggregate ticketed amount for guest bookings for our voyages at a specific point in time, and include bookings for cruises, land extensions and air.

“Capacity PCDs” is, with respect to any given period, a measurement of capacity that represents, for each ship operating during the relevant period, the number of berths multiplied by the number of Ship Operating Days, determined on an aggregated basis for all ships in operation during the relevant period.

“Core Products” are Viking River, Viking Ocean, Viking Expedition and Viking Mississippi, which are marketed to North America, the United Kingdom, Australia and New Zealand.

“Diluted Earnings Per Share” or “Diluted EPS” is diluted net income (loss) per share attributable to ordinary and special shares.

“Net Debt” is Total Debt plus lease liabilities net of cash and cash equivalents.

“Net Leverage” is Net Debt divided by trailing four quarter Adjusted EBITDA.

“Net Yield” is Adjusted Gross Margin divided by PCDs.

“Occupancy” is the ratio, expressed as a percentage, of PCDs to Capacity PCDs with respect to any given period. We do not allow more than two passengers to occupy a two-berth stateroom. Additionally, we have guests who choose to travel alone and are willing to pay higher prices for single occupancy in a two-berth stateroom. As a result, our Occupancy cannot exceed 100%, and may be less than 100%, even if all our staterooms are booked.

“Passenger Cruise Days” or “PCDs” is the number of passengers carried for each cruise, with respect to any given period and for each ship operating during the relevant period, multiplied by the number of Ship Operating Days.

“Ship Operating Days” is the number of days within any given period that a ship is in service and carrying cruise passengers, determined on an aggregated basis for all ships in operation during the relevant period.

“Total Debt” is indebtedness outstanding, gross of loan fees, excluding lease liabilities, Private Placement liabilities and Private Placement derivatives.

“Vessel operating expenses excluding fuel” is vessel operating expenses less fuel expense.

Non-IFRS Financial Measures

We use certain non-IFRS financial measures, such as Adjusted Gross Margin, Net Yield, Adjusted EBITDA and Adjusted EPS, to analyze our performance. We present Adjusted EBITDA as a performance measure because we believe it facilitates a comparison of our consolidated operating performance on a consistent basis from period-to-period and provides for a more complete understanding of factors and trends affecting our business than measures under IFRS can provide alone. We also believe that Adjusted EBITDA is useful to investors in evaluating our operating performance because it provides a means to evaluate the operating performance of our business on an ongoing basis using criteria that our management uses for evaluation and planning purposes. Because Adjusted EBITDA facilitates internal comparisons of our historical financial position and consolidated operating performance on a more consistent basis, our management also uses Adjusted EBITDA in measuring our

performance relative to that of our competitors, assessing our ability to incur and service our indebtedness and in communications with our board of directors concerning our operating performance. We utilize Adjusted Gross Margin and Net Yield to manage our business because these measures reflect revenue earned net of certain direct variable costs.

We also present certain non-IFRS financial measures because we believe that they are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity. Our non-IFRS financial measures have limitations as analytical tools, may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for analysis of our operating results as reported under IFRS.

See “Definitions” for additional information about our non-IFRS financial measures and “Non-IFRS Reconciling Information” for a reconciliation for each non-IFRS financial measure to the most directly comparable IFRS financial measure.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this press release constitute “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. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this press release, including among others, statements relating to our future financial performance, our business prospects and strategy, our expected fleet additions, our anticipated financial position, liquidity and capital needs and other similar matters. In some cases, we have identified forward-looking statements in this press release by using words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.” These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict or which are beyond our control. You should not place undue reliance on the forward-looking statements included in this press release or that may be made elsewhere from time to time by us, or on our behalf. Our actual results may differ materially from those expressed in, or implied by, the forward-looking statements included in this press release as a result of various factors, which are described in our filings with the U.S. Securities and Exchange Commission.

Forward-looking statements speak only as of the date of this press release. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

Contact

Investor Relations

Email: investorrelations@viking.com

Public Relations

Email: vikingpr@edelman.com

The following table sets forth selected statistical and operating data on a consolidated basis:

The following table sets forth selected statistical and operating data for Viking River and for Viking Ocean:

Non-IFRS Reconciling Information

The following table reconciles gross margin, the most directly comparable IFRS measure, to Adjusted Gross Margin for the three and nine months ended September 30, 2024 and 2023 on a consolidated basis:

The following tables reconcile gross margin, the most directly comparable IFRS measure, to Adjusted Gross Margin for the nine months ended September 30, 2024 and 2023 for Viking River and for Viking Ocean: