Royal Caribbean Cruises (RCL) 10-K risk factor changes: FY2025 vs FY2024

Disease outbreaks [removed: and] [added: or] an increase in concern about the risk of illness could adversely impact our business and results of operations, and may cause significant disruptions, create new risks, and exacerbate existing risks.

As of December 31, [removed: 2024,] [added: 2025,] a total of [removed: 50] [added: 47] new ships with approximately [removed: 116,500] [added: 113,000] berths were on order for delivery through [removed: 2028] [added: 2029] in the cruise industry, including [removed: six] [added: twelve] ships currently scheduled to be delivered to our Global and Partner Brands.

These [removed: attempts to expand our business] [added: projects] increase the complexity of our [removed: business,] [added: business and] require significant levels of investment [removed: and can strain our management, personnel, operations and systems.][added: to develop.]

There can be no assurance that these business expansion efforts will develop as anticipated or that we will succeed, and if we do not, we may be unable to recover our [removed: investment, which could adversely] [added: investment and otherwise may experience an adverse] impact [added: on] our business, financial condition and results of operations.

We have also invested, [added: and may in the future continue to opportunistically invest,] either directly or indirectly through joint ventures and partnerships, in a growing portfolio of key land-based [removed: projects] [added: projects,] including port and terminal [removed: facilities, private destinations] [added: facilities] and [removed: multi-brand] [added: private] destination [removed: projects.][added: projects in several jurisdictions such as Mexico and the Bahamas.]

[removed: These investments can increase our] [added: In addition, we face greater] exposure to certain key risks depending on the scope, location, and the ownership and management structure of these projects.

Past or [removed: pending business acquisitions or] potential acquisitions that we may decide to pursue in the future carry inherent risks which could adversely impact our financial performance and condition.

[added: In addition, acquisitions may adversely impact our liquidity and/or debt] levels, and the recognized value of goodwill and other intangible assets can be negatively affected by unforeseen events and/or circumstances, which may result in an impairment charge.

[removed: Additionally, if we or other insureds] sustain significant losses, the result may be higher insurance premiums, cancellation of coverage, or the inability to obtain coverage.

[added: In addition, substantial or repeated information system failures, computer] viruses or [removed: cyber] [added: cybersecurity] attacks impacting our shoreside or shipboard operations could adversely impact our business.

This could include failures of banks or other financial service companies to fund required borrowings under our loan agreements or to pay us amounts that may become [removed: due or return collateral that is refundable under our interest rate derivative instruments or other agreements.][added: due.]

[removed: Our dividend policy may change without notice] [added: The declaration] and [removed: any] payment of [removed: dividends in the] [added: any] future [added: dividends] is [removed: subject to] [added: at] the discretion of our Board of [removed: Directors.][added: Directors.]

A change in our tax status under the [added: United Kingdom tonnage tax, the] U.S. Internal Revenue Code, or other jurisdictions, may have adverse effects on our results of operations.

[removed: Provisions] [added: The provisions] of the Internal Revenue Code, including Section 883, are subject to legislative change at any time.

[removed: Additionally, portions] [added: From 2026 onwards, substantially all] of our [removed: business are] [added: ships will be] operated by companies that are within the United Kingdom tonnage tax [removed: regime.][added: regime (“U.K. tonnage tax”).]

Further, some of our operations are conducted in jurisdictions [added: (including the U.S.)] where we rely on tax treaties to provide [added: an] exemption from [added: or reduction in] taxation.

To the extent the [removed: United Kingdom] [added: U.K.] tonnage tax laws [removed: change] [added: change,] or we do not continue to meet the applicable qualification [removed: requirements or if tax treaties are changed or revoked,] [added: requirements,] we may be required to pay higher income tax in [removed: these jurisdictions,] [added: the United Kingdom,] adversely impacting our results of operations.

In addition, [removed: as budgetary constraints may adversely impact fiscal policy] in the jurisdictions in which we operate, we may be subject to changes in our existing tax treatment or other tax reform, as well as increased tax audits.

As of December 31, [removed: 2024,] [added: 2025,] we had approximately $1.6 billion of indebtedness that bears interest at variable rates, which is net of our interest rate swap agreements.

This amount represented approximately [removed: 7.7%] [added: 7.4%] of our total indebtedness.

As of December 31, [removed: 2024,] [added: 2025,] a hypothetical 1% increase in prevailing interest rates would increase our forecasted [removed: 2025] [added: 2026] interest expense by approximately [removed: $14.8] [added: $12.3] million.

As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 88%] [added: 87%] of our shipboard employees were covered by collective bargaining agreements.

If we are unable to keep pace with developments, design, and implementation in technology, our operations or competitive position could become [removed: impaired.][added: impaired.]

These technologies and systems require significant investment and must be refined, updated, upgraded and/or replaced with more advanced [removed: systems] [added: capabilities] in order to continue to meet our customers’ demands and expectations, to operate in an interconnected business world, as well as to conduct our business operations [removed: effectively.][added: effectively availing ourselves of technological advances.]

If we are unable to [removed: do so] [added: adopt new technology or systems] in a timely manner or within reasonable cost parameters, if there are any disruptions, delays or deficiencies in [removed: design] [added: design, development,] or [added: implementation of such systems, or] if we [removed: are unable to appropriately and timely train our employees to operate] [added: do not achieve the benefits that we anticipate from] any [removed: of these] new [removed: systems,] [added: technology or system,] our business [added: and results of operations] could suffer.

[removed: A] [added: Additionally, a] failure to adopt the appropriate technology, or a failure or obsolescence in the [added: existing] technology that we have adopted, could adversely affect our [added: business or] results of operations.

We are exposed to [removed: cyber security] [added: cybersecurity] attacks and data breaches and the risks and costs associated with protecting our systems and maintaining data integrity and security.

We are subject to [removed: cyber security] [added: cybersecurity] attacks.

These [removed: cyber] attacks can vary in scope and intent from attacks with the objective of compromising our systems, networks, and communications for economic gain or with the objective of disrupting, disabling or otherwise compromising our maritime and/or shoreside operations.

The frequency and sophistication [removed: of, and] [added: as well as the] methods used to [removed: conduct,] [added: conduct] these attacks, have increased over time.

A successful [removed: cyber security] [added: cybersecurity] attack may target us directly, or it may be the result of a third party’s inadequate care, or resulting from vulnerabilities in licensed software.

In [removed: either] [added: any] scenario, the Company may suffer damage to its systems and data that could interrupt our operations, adversely impact our brand reputation, and expose us to increased risks of governmental investigation, litigation, fines, and other liability, any of which could adversely affect our business.

In the regular course of business, we collect employee, customer, and other third-party data, including personally [removed: identifiable information, personal health data and individual payment data, for various business purposes.]

Although we have policies and procedures in place to safeguard such sensitive information, this information has been and could be subject to [removed: cyber security] [added: cybersecurity] attacks and the aforementioned risks.

Those laws include, among others, the European Union General Data Protection Regulation and similar state agencies that impose additional [removed: cyber security] [added: data privacy and protection] requirements.

Further, any changes to laws or regulations, including new restrictions or requirements applicable to our business, or an increase in enforcement of existing laws and regulations, could expose us to additional costs and liability and could limit our use [removed: and disclosure] of such information.

While we continue to evolve our [removed: cyber security] [added: cybersecurity] practices in line with our business’ reliance on technology and the changing external threat landscape, and we invest time, effort and financial resources to secure our systems, networks and communications, our security measures cannot provide absolute assurance that we will be successful in preventing or defending from all [removed: cyber security] [added: cybersecurity] attacks or incidents impacting our operation.

Significant capital investments and other expenditures could be required to remedy the problem and prevent future breaches, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those whose data has been [removed: breached.][added: impacted.]

[removed: Further, if we or our vendors experience significant] [added: Additionally,] data security breaches [added: where we] or [added: our vendors] fail to detect and appropriately respond [removed: to significant data security breaches, we could be exposed] [added: may expose us] to government enforcement actions and private litigation.

Development activities may be delayed or adversely affected by construction challenges, supply chain disruptions, weather events, labor availability, environmental or site-specific conditions, and delays in obtaining or maintaining permits, any of which could adversely affect our ability to complete our projects as planned.

We may also face opposition or challenges from non-governmental organizations (NGOs), community groups, or other stakeholders, including claims related to environmental impact, cultural heritage, or land use.

Such challenges may result in litigation, administrative proceedings, reputational harm, or additional compliance costs.

Once operational, these projects are also subject to ongoing regulatory, labor and political risks in foreign jurisdictions, including changes in government policies, tax or regulatory regimes, any of which could disrupt operations or increase costs.

These projects can also strain our management, personnel, operations and systems.

Additionally, if we or other insureds

There can be no assurance that we will declare or pay dividends in the future or that we will repurchase shares pursuant to our share repurchase program consistent with historical amounts or at all.

Although we currently pay a quarterly cash dividend and we have adopted a share repurchase program, we are not obligated to pay cash dividends or to repurchase a specified number or dollar value of shares under share repurchase program or at all.

The level of dividends and amount, timing, and purchases under our share repurchase program, if any, are influenced by many factors and may fluctuate based on our operating results, cash flows, and priorities for the use of cash, and the market price of common stock.

In addition,

we cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term shareholder value.

To the extent the OECD “International Shipping Income” exclusion tax laws (and

associated guidance) change, or we do not continue to meet the applicable qualifications, we may be required to pay higher Global Minimum Tax in the United Kingdom (or other jurisdictions), adversely impacting our results of operations.

To the extent tax treaties are changed or revoked, we may be required to pay higher income tax in these jurisdictions, adversely impacting our results of operations.

Our use of emerging technologies, including artificial intelligence, may present business, compliance and reputational risks.

The Company depends on technology and automated systems, including emerging technologies, such as artificial intelligence (“AI”), to operate its business, including but not limited to, computerized reservation systems, ship operations and crew scheduling systems, shipboard internet services, cloud-based technologies, technical and business operations systems and commercial websites and applications, including our mobile app.

As global technology‑related regulatory frameworks continue to evolve, our use of these technologies may subject us to additional compliance obligations, including restrictions on the usage of certain technologies or additional requirements on data usage and transparency.

Compliance with these regulations could increase our compliance costs, expose us to regulatory enforcement or legal liability, constrain our ability to implement or expand technology‑based solutions, or otherwise affect the timing and effectiveness of our initiatives.

In addition, emerging technologies may not always perform as intended, may generate inaccurate outputs, or may depend on third‑party systems that we do not control.

Any such operational deficiencies could impair the performance of systems that support key business functions, disrupt guest‑facing experiences, or subject us to legal liability, which could adversely affect our business, reputation, financial condition, or results of operations.

identifiable information, personal health data and individual/business payment data, for various business purposes.

In addition, we may be unable to execute our attempts to expand our business.

These risks include susceptibility to weather events, exposure to local political/regulatory developments and policies, logistical challenges and human resource and labor risks and safety, environmental, and health risks.

In addition, acquisitions may adversely impact our liquidity and/or debt

In addition, substantial or repeated information system failures, computer

Although we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time.

The decision to declare and pay dividends on our common stock will be made at the discretion of our Board of Directors and will depend on a number of factors, including our profitability at the time, cash available for those dividends, and other factors as our board of directors may consider relevant.

The Organization for Economic Co-operation and Development (OECD) issued Pillar Two model rules (“Global Minimum Tax”) introducing a new global minimum tax of 15%, which may materially impact us starting in 2026.

While we are currently pursuing mitigation strategies, there can be no guarantee they will be successful and the impact to our financial statements could be material.

Our business continues to demand the use of sophisticated technology and systems.

We also may not achieve the benefits that we anticipate from any new technology or system, which could impair our operating results.

We may be unable to procure appropriate technology in a timely manner or we may incur significant costs in doing so.

- a discussion of our results of operations for the year ended December 31, [removed: 2024] [added: 2025] compared to the same period in [removed: 2023;] [added: 2024;] and

A discussion of our results of operations, and sources and uses of cash for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022] [added: 2023] is included in Part II.

*Management's Discussion and Analysis of Financial Condition and Results of Operations* of our [Annual Report on Form 10-K for the year ended December 31, [removed: 202](https://www.sec.gov/ix?doc=/Archives/edgar/data/884887/000088488724000075/rcl-20231231.htm)[3](https://www.sec.gov/ix?doc=/Archives/edgar/data/884887/000088488724000075/rcl-20231231.htm),] [added: 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000884887/000088488725000050/rcl-20241231.htm),] filed with the SEC on February [removed: 21, 2024] [added: 14, 2025] and is incorporated by reference into this Form 10-K.

We have discussed these accounting policies and estimates with the audit committee of our [removed: board of directors.][added: Board.]

[added: If circumstances cause us to change our assumptions in making determinations as to whether ship] improvements should be capitalized, the amounts we expense each year as repairs and maintenance costs could increase, partially offset by a decrease in depreciation expense.

If we had reduced our estimated average ship useful life by one year, [removed: depreciation expense for 2024 would have increased by approximately $166 million.]

If our ships were estimated to have no residual value, depreciation expense for [removed: 2024] [added: 2025] would have increased by approximately [removed: $452] [added: $470] million.

The principal assumptions used in the discounted cash flow model for our [removed: 2024] [added: 2025] impairment assessment consisted of:

[removed: The] [added: Similar to the] impairment review for [added: goodwill, the impairment review for] indefinite-lived intangible assets can be performed using a qualitative [removed: or] [added: and, if necessary, a] quantitative impairment assessment.

During the fourth quarter of [added: 2025 and] 2024, we performed a qualitative analysis as part of our annual impairment review of the Royal Caribbean reporting unit.

Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Royal Caribbean reporting unit exceeded its carrying value and thus, we did not proceed to the [removed: two-step goodwill impairment test.][added: quantitative analysis.]

During the fourth [removed: quarter] [added: quarters] of [removed: 2023,] [added: 2025 and 2024,] we performed a quantitative analysis as part of our annual impairment review of the [removed: Royal Caribbean] [added: Silversea] reporting unit.

[removed: The] [added: As of November 30, 2025 and 2024, the] fair value of the [added: Silversea] reporting unit was determined using a [added: probability weighted] discounted cash flow model in combination with a market-based valuation approach.

As a result of the [removed: quantitative test,] [added: tests,] we determined [removed: that] the fair value of the [added: Silversea] reporting unit exceeded its carrying value by [removed: more than 100%,] [added: approximately 98% and 63%, as of November 30, 2025 and 2024, respectively,] resulting in no impairment to [removed: Royal Caribbean's] [added: Silversea's] goodwill.

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the carrying amount of goodwill attributable to our Royal Caribbean reporting unit was $296 million.

We did not perform interim impairment evaluations of Royal Caribbean's goodwill during [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] as no triggering events were identified.

Silversea [removed: Cruises] Reporting Unit

During the fourth quarters of [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we performed [removed: a quantitative analysis as part of] our annual impairment [removed: review] [added: reviews] of the Silversea [removed: Cruises reporting unit.][added: trade name.]

As a result of the [added: quantitative] tests, we determined [added: that] the fair value of the [removed: Silversea Cruises reporting unit] [added: Silversea's trade name] exceeded its carrying value by approximately [removed: 63%,] [added: 90% and 66%,] as of November 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, resulting in no impairment to [removed: Silversea Cruises' goodwill.][added: Silversea's trade name.]

The carrying value of goodwill attributable to our Silversea [removed: Cruises] reporting unit was $509 million as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the carrying value of indefinite-life intangible assets was $321 million, which primarily relates to the Silversea [removed: Cruises] trade name.

We did not perform interim impairment evaluations of [removed: Silversea Cruises'] [added: Silversea's] goodwill or trade names during [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] as no triggering events were identified.

Although some of our derivative financial instruments do not qualify for hedge accounting or are not accounted for under hedge accounting, we do not hold or issue derivative financial [removed: instruments for trading or other speculative purposes.]

- *Onboard and other expenses*, which consist of the direct costs associated with onboard and other revenues, including the costs of products sold onboard our ships, vacation protection insurance premiums, costs associated with pre- and post-cruise tours and related credit card fees, as well as the minimal costs associated with [removed: concession revenues, as the costs are mostly incurred by third-party concessionaires and costs incurred for the procurement and management related services we perform on behalf of our unconsolidated affiliates;]

For the periods presented, these items included (i) [removed: Other (income) expense,] [added: loss on extinguishment of debt and inducement expense; (ii) restructuring charges and other initiatives expenses; (iii) the amortization of the Silversea intangible assets resulting from the Silversea acquisition; (iv) gain on sale of noncontrolling interest; (v) equity investment impairment, (recovery) of losses and other; (vi) litigation loss contingency,] which includes the 2024 release of the loss contingency recorded in 2022 in connection with the Havana Docks [removed: litigation inclusive of related legal fees and costs; (ii)] [added: litigation; (vii)] impairment and credit losses; [removed: (iii) equity investment impairment, recovery] [added: (viii) tax on the sale] of [removed: losses and other; (iv) restructuring charges and other initiatives expense; and (v)] [added: PortMiami noncontrolling interest; (ix)] gain on sale of controlling [removed: interest.][added: interest; and (x) *Silver Whisper* deferred tax liability release.]

A reconciliation of Net Income [removed: (Loss)] attributable to Royal Caribbean Cruises Ltd. to Adjusted EBITDA is provided below under Results of Operations.

*Adjusted Earnings [removed: (Loss)] per Share ("Adjusted EPS")* is a non-GAAP measure that represents Adjusted Net Income [removed: (Loss)] attributable to Royal Caribbean Cruises Ltd. (as defined below) divided by weighted average shares outstanding or by diluted weighted average shares outstanding, as applicable.

*Adjusted Net Income [removed: (Loss)] attributable to Royal Caribbean Cruises Ltd.* is a non-GAAP measure that represents [removed: net income (loss) less net income] [added: Net Income] attributable [removed: to noncontrolling interest,] [added: Royal Caribbean Cruises Ltd.,] excluding certain items that we believe adjusting for is meaningful when assessing our performance on a comparative basis.

A reconciliation of Net Income [removed: (Loss)] attributable to Royal Caribbean Cruises Ltd. to Adjusted Net Income [removed: (Loss)] attributable to Royal Caribbean Cruises Ltd. is provided below under Results of Operations.

For the [removed: 2024] [added: 2025] period presented, we calculate "Constant Currency" by applying the average for [removed: 2023] [added: 2024] period exchange rates for each of the corresponding months, so as to calculate what the results would have been had exchange rates been the same throughout both periods.

*EBITDA* is a non-GAAP measure that represents Net Income [removed: (Loss)] attributable to Royal Caribbean Cruises Ltd. excluding (i) interest income; (ii) interest expense, net of interest capitalized; (iii) depreciation and amortization expenses; and (iv) [added: provision for] income [removed: tax benefit or expense.][added: taxes.]

A reconciliation of Net Income [removed: (Loss)] attributable to Royal Caribbean Cruises Ltd. to EBITDA is provided below under Results of Operations.

*Net Cruise Costs* and *Net Cruise Costs* excluding *Fuel* are non-GAAP measures that represent Gross Cruise Costs excluding commissions, transportation and other expenses, [added: and] onboard and other expenses and, in the case of Net Cruise Costs excluding Fuel, fuel expenses (each of which is described above under the Description of Certain Line Items heading).

For the periods presented, Net Cruise Costs and Net Cruise Costs [removed: Excluding] [added: excluding] Fuel excludes (i) [added: restructuring charges and other initiatives expenses; (ii)] impairment and credit losses; [removed: (ii) restructuring charges] and [removed: other][added: (iii) gain on sale of controlling interest.]

*Return on Invested Capital* ("ROIC") represents Adjusted Operating Income [removed: (Loss)] divided by Invested Capital.

The use of certain significant non-GAAP measures, such as Net Yields, Net Cruise Costs and Net Cruise Costs [removed: Excluding] [added: excluding] Fuel, allows us to perform capacity and rate analysis to separate the impact of known capacity changes from other less [removed: predictable changes which affect our business.]

We achieved strong financial performance, including [removed: 23.8%] [added: 8.5%] Gross Margin Yield growth as-reported, Net Yields increased [removed: 11.5%] [added: 3.8%] as-reported [removed: (11.6%] [added: (3.7%] in Constant-Currency), Net Income of [removed: $2.9] [added: $4.3] billion and Adjusted EBITDA of [removed: $6.0] [added: $7.0] billion, Operating Income of [removed: 4.1] [added: $4.9] billion, and ROIC of [removed: 16.1%.][added: 18.0%.]

Our [removed: 2024] [added: 2025] Net Income attributable to Royal Caribbean Cruises Ltd. was [removed: $2.9] [added: $4.3] billion, or [removed: $10.94] [added: $15.61] per diluted share, compared to [added: the 2024] Net Income attributable to Royal Caribbean Cruises Ltd. of [removed: $1.7] [added: $2.9] billion, or [removed: $6.31] [added: $10.94] per diluted [removed: share in 2023.][added: share.]

Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. for [removed: 2024] [added: 2025] was [removed: $3.2] [added: $4.3] billion, or [removed: $11.80] [added: $15.64] per diluted share, compared to Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. of [removed: $1.8] [added: $3.2] billion, or [removed: $6.77] [added: $11.80] per diluted share in [removed: 2023.][added: 2024.]

Total revenues in [removed: 2024] [added: 2025 increased by $1.5 billion and] were [added: $17.9 billion, exceeding the previous record of] $16.5 billion [removed: compared to $13.9 billion] in [removed: 2023] [added: 2024,] driven by strong ticket revenue and [added: growth of] onboard [removed: revenue] performance, inclusive of capacity growth.

depreciation expense for 2025 would have increased by approximately $157 million.

The principal assumptions used in the discounted cash flow model for our 2025 impairment assessment consisted of:

As a result, we determined no impairment to Royal Caribbean's goodwill.

instruments for trading or other speculative purposes.

concession revenues, as the costs are mostly incurred by third-party concessionaires and costs incurred for the procurement and management related services we perform on behalf of our unconsolidated affiliates;

For the periods presented, these items included (i) other (income) expense, (ii) equity investment impairment, (recovery) of losses, and other, (iii) restructuring charges and other initiative expenses, and (iv) impairment and credit losses, and (v) gain on sale of noncontrolling interest.

*Adjusted EBITDA Margin* is a non-GAAP measure that represents Adjusted EBITDA (as defined above) divided by total revenues.

*Adjusted Operating Income* is a Non-GAAP measure that represents operating income including income from equity investments and provision for income taxes but excluding certain items for which we believe adjusting for is meaningful when

assessing our operating performance on a comparative basis.

predictable changes which affect our business.

2025 performance was exceptionally strong.

We took delivery of two ships (*Star of the Seas* and *Celebrity Xcel*) and continued to expand our vacation ecosystem with the opening of Royal Beach Club Paradise Island, closing on the acquisition of the port of Costa Maya in 2025, and the announcements of Celebrity River Cruises, launching in 2027, and the expansion of our private destination portfolio with Royal Beach Club Santorini.

We maintained a strong balance sheet and achieved investment-grade ratings across all three major credit rating agencies.

In 2025 we generated $6.5 billion in operating cash flow, maintained an unsecured balance sheet, managed debt maturities, and returned $2.0 billion in capital to shareholders through dividends and share repurchases.

Net Cruise Costs excluding Fuel, per APCD decreased 0.1% as-reported and 0.1% in Constant Currency, compared to 2024, primarily driven by efficiencies on newer hardware and group scale driving efficiencies.

In addition, our portfolio of exclusive land-based destinations is expected to reach 8 by 2028, with additions of Silversea’s Cormorant at 55 South, Royal Beach Club Santorini, and Royal Beach Club Cozumel on the horizon.

In addition, we will continue development of Perfect Day Mexico and Royal Beach Club Lelepa.

The holders exchanged approximately $213 million in aggregate principal amount for approximately 3 million shares of common stock and $214 million in cash, including accrued interest.

- In May 2025, we amended our two revolving credit facilities, bringing our aggregate revolving credit capacity to $6.4 billion, and extended the termination date of one of the revolving credit facilities from October 2026 to October 2030.

- In July 2025, we took delivery of *Star of the Seas.* Refer to Note 8*.

- In July 2025, we closed on our acquisition of the Port of Costa Maya and adjacent land in Mahahual, Mexico.

The final purchase price was $294 million.

- In August 2025, the remaining $106 million of our 6.0% Convertible Senior Notes matured.

The notes and accrued interest were settled using a combination of $109 million in cash, and the issuance of approximately 1.8 million shares of common stock..

*•*In October 2025, we took delivery of *Celebrity Xcel.* Refer to Note 8*.

The Company used the net proceeds from the offering to primarily finance the delivery of *Celebrity Xcel* at a lower cost compared to utilizing its existing committed export credit agency facility.

(4) For 2025, represents gain on sale of noncontrolling interest of Floating Docks and Grand Bahama Shipyard.

Earnings Per Share* to our consolidated financial statements under Item 8.

| Income before income taxes | | | 24.4 | | % | | | | 17.8 | | % | | | | 12.3 | | % |

| Provision for income taxes | | | (0.5) | | % | | | | (0.3) | | % | | | | — | | % |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Provision for income taxes | | | | | | 82 | | | | | | 46 | | | | | | 6 | | |

| Depreciation and amortization expenses | | | 1,718 | | | | | | 1,718 | | | | | | 1,600 | | | | | | 1,455 | | |

| | | | 2025 | | | | | | 2025 On a Constant Currency Basis | | | | | | 2024 | | | | | | 2023 | | |

| Fuel | | | 1,146 | | | | | | 1,146 | | | | | | 1,160 | | | | | | 1,150 | | |

| APCD | | | 53,325,212 | | | | | | 53,325,212 | | | | | | 50,552,731 | | | | | | 46,916,259 | | |

(1) These amounts are included in *Marketing, selling and administrative expenses* within our consolidated statements of comprehensive income (loss).

(2) For 2024, represents property and equipment impairment charges related to certain construction in progress assets.

Certain amounts may not add or calculate due to the use of rounded numbers):

We also use judgment when identifying costs incurred during a drydock which are necessary to maintain the vessel's Class certification as compared to those costs attributable to repairs and maintenance which are expensed as incurred.

If circumstances cause us to change our assumptions in making determinations as to whether ship

As of November 30, 2024, and November 30, 2023, the fair value of the Silversea Cruises reporting unit was determined using a probability weighted discounted cash flow model in combination with a market-based valuation approach.

During the fourth quarters of 2024 and 2023, we performed our annual impairment reviews of the Silversea Cruises trade name.

As a result of the quantitative tests, we determined that the fair value of the Silversea Cruises' trade name exceeded its carrying value by approximately 66% and 62%, as of November 30, 2024 and November 30, 2023, respectively, resulting in no impairment to Silversea Cruises' trade name.

*Contingencies—Litigation*

On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us.

While it is typically difficult to determine the timing and ultimate outcome of such actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made.

In assessing probable losses, we take into consideration estimates of the amount of insurance recoveries, if any, which are recorded as assets when recoverability is probable.

We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated.

Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recoveries, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.

For the periods presented, these items included (i) loss on extinguishment of debt; (ii) litigation loss contingency, which includes the 2024 release of the loss contingency recorded in 2022 in connection with the Havana Docks litigation inclusive of related legal fees and costs; (iii) impairment and credit losses; (iv) equity investment impairment, recovery of losses and other; (v) restructuring charges and other initiatives expense; (vi) the amortization of the Silversea Cruises intangible assets resulting from the Silversea Cruises acquisition in 2018; (vii) tax on the sale of PortMiami noncontrolling interest; (viii) *Silver Whisper* deferred tax liability release; and (ix) gain on sale of controlling interest.

*Adjusted Operating Income (Loss)* is a non-GAAP measure that represents operating income (loss) including income (loss) from equity investments and income taxes but excluding (i) impairment and credit losses; (ii) equity investment impairment, recovery of losses and other; (iii) restructuring charges and other initiatives expense; (iv) the amortization of the Silversea Cruises intangible assets resulting from the Silversea Cruises acquisition in 2018; and (v) tax on the sale of PortMiami noncontrolling interest.

initiatives expense; and (iii) the gain on sale of controlling interests.

*Trifecta* refers to the multi-year Adjusted EBITDA per APCD, Adjusted EPS and ROIC goals we publicly announced in November 2022.

We designed these goals to help us better execute and achieve our business goals by clearly articulating longer-term financial objectives.

Under Trifecta, we are targeting Adjusted EBITDA per APCD of at least $100, Adjusted EPS of at least $10, and ROIC of 13% or higher by the end of 2025.

On July 25, 2024, we announced the company achieved all three of its Trifecta goals 18 months ahead of schedule, on a trailing twelve-month basis.

2024 performance was exceptionally strong and significantly exceeded our expectations.

We took delivery of two new ships (*Utopia of the Seas* and *Silver Ray*), announced the expansion of our private destination portfolio with Royal Beach Club Cozumel and Perfect Day Mexico, and reinstated a dividend to our shareholders.

As announced on July 25, 2024, we also achieved our Trifecta goals 18 months ahead of schedule.

In addition, we made significant progress in strengthening our balance sheet, refinancing approximately $6.1 billion of high cost debt, eliminating restrictions on our ability to return capital to shareholders, and eliminating all security and guarantees.

The strength in revenue and improved cash flow, combined with our margin expansion efforts allowed us to accelerate debt repayment, improving our debt maturity profile and strengthening our balance sheet.

Net Cruise Costs, excluding Fuel, per APCD increased 6.8% as-reported and 6.8% in Constant Currency, compared to 2023, primarily driven by a record 22 ships in drydock in 2024, as well as higher incentive based, non-cash compensation expense.

In addition, the first Royal Beach Club, at Paradise Island in the Bahamas, is set to open towards the end of the year, and *Wonder of the Seas* will join *Utopia of the Seas* focused on short Caribbean itineraries.

We also expect to advance development of the Royal Beach Club Cozumel, Perfect Day Mexico, and Silversea’s new hotel in Puerto Williams, Chile that will provide a further-elevated and seamless guest experience for its Antarctica expeditions.

- Net Income attributable to Royal Caribbean Cruises Ltd. and Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. for the year ended December 31, 2024 was $2.9 billion and $3.2 billion, or $10.94 and $11.80 per share on a diluted basis, respectively, compared to Net Income attributable to Royal Caribbean Cruises Ltd. and Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. of $1.7 billion and $1.8 billion, or $6.31 and $6.77 per share on a diluted basis, respectively, for the year ended December 31, 2023.

*•*Total revenues increased by $2.6 billion for the year ended December 31, 2024 as compared to the same period in 2023.

*•*Total cruise operating expenses increased by $0.9 billion for the year ended December 31, 2024 compared to the same period in 2023.

Upon closing, we redeemed all of the outstanding $1.25 billion aggregate principal amount of 11.63% Senior Notes Due 2027.

*•*During the second quarter of 2024, we repaid $839 million of outstanding deferred amounts under our export credit facilities.

*•*In May 2024, we took delivery of *Silver Ray*.

- In June 2024, we took delivery of *Utopia of the Seas*.

*•*In August 2024, we issued $2.0 billion aggregate principal amount of 6.00% senior notes due 2033.

Upon closing, we redeemed all of the outstanding $1.0 billion aggregate principal amount of 9.250% Senior Notes Due 2029, and all of the outstanding $1.0 billion aggregate principal amount of 8.250% Senior Secured Notes Due 2029.

- In September 2024, we issued $1.5 billion aggregate principal amount of 5.63% senior unsecured notes due 2031.

Upon closing, we redeemed the outstanding $700 million aggregate principal amount of 7.25% Senior Notes Due 2030.

- In September 2024, we entered into agreements to acquire the Port of Costa Maya and adjacent land in Mahahual, Mexico for approximately $292 million.

The transaction is expected to close in the first half of 2025, subject to regulatory approval and customary closing conditions.

- In December 2024, we executed the bargain purchase option on the S*ilver Dawn* finance lease for approximately $227 million.

At December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] approximately [removed: 92.3%] [added: 93%] and [removed: 83.2%,] [added: 92%,] respectively, of our debt was effectively fixed-rate debt, which is net of our interest rate swap agreements.

The estimated fair value of our fixed-rate debt at December 31, [removed: 2024] [added: 2025] was [removed: $18.4] [added: $19.9] billion, using quoted market prices, where available, or using the present value of expected future cash flows which incorporates risk profile.

A hypothetical one percentage point decrease in interest rates at December 31, [removed: 2024] [added: 2025] would increase the fair value of our hedged and unhedged fixed-rate debt by approximately [removed: $701] [added: $703] million.

A hypothetical one percentage point increase in interest rates would increase our forecasted [removed: 2025] [added: 2026] interest expense by approximately [removed: $14.8] [added: $12] million, assuming no change in foreign currency exchange rates.

At December 31, [removed: 2024,] [added: 2025,] we maintained interest rate swap agreements on the following floating-rate debt instruments:

| Debt Instrument | | | Swap Notional as of December 31, [removed: 2024] [added: 2025] (In millions) | | | Maturity | | | Debt Floating Rate | | | Spread | | | All-in Fixed Rate | | |

| *Quantum of the Seas* term loan | | | [removed: 123] [added: 61] | | | October 2026 | | | Term SOFR plus | | | 1.30% | | | 3.78% | | |

| *Anthem of the Seas* term loan | | | [removed: 151] [added: 91] | | | April 2027 | | | Term SOFR plus | | | 1.30% | | | 3.9% | | |

| *Ovation of the Seas* term loan | | | [removed: 242] [added: 173] | | | April 2028 | | | Term SOFR plus | | | 1.00% | | | 3.2% | | |

| *Harmony of the Seas* term loan (1) | | | [removed: 209] [added: 170] | | | May 2028 | | | EURIBOR plus | | | 1.15% | | | 2.26% | | |

| *Odyssey of the Seas* term loan(2) | | | [removed: 307] [added: 268] | | | October 2032 | | | Term SOFR plus | | | 0.96% | | | 3.28% | | |

| *Odyssey of the Seas* term loan (2) | | | [removed: 153] [added: 134] | | | October 2032 | | | Term SOFR plus | | | 0.96% | | | 2.91% | | |

Amount presented is based on the exchange rate as of December 31, [removed: 2024.][added: 2025.]

The fair value of our floating to fixed interest rate swap agreements was estimated to be an asset of [removed: $64] [added: $32] million as of December 31, [removed: 2024] [added: 2025] based on the present value of expected future cash flows.

The estimated fair value, as of December 31, [removed: 2024,] [added: 2025,] of our Euro-denominated forward contracts associated with our ship construction contracts was [removed: a liability] [added: an asset] of [removed: $92] [added: $114] million, based on the present value of expected future cash flows.

As of December 31, [removed: 2024,] [added: 2025,] the aggregate cost of our ships on order, not including ships on order by our Partner Brands, was approximately [removed: $7.8] [added: $11.3] billion, of which we had deposited [removed: $815 million] [added: $1.0 billion] as of such date.

Approximately [removed: 43.4%] [added: 64.1%] and [removed: 43.5%] [added: 43.4%] of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

A hypothetical 10% strengthening of the Euro as of December 31, [removed: 2024,] [added: 2025,] assuming no changes in comparative interest rates, would result in a [removed: $337] [added: $727] million increase in the United States dollar cost of the foreign currency denominated ship construction contracts exposed to fluctuations in the Euro exchange rate.

[removed: We] [added: As of December 31, 2024, we] had designated debt as a hedge of our net investments primarily in TUI Cruises of approximately €889 million, or approximately $921 [removed: million, through December 31, 2024.][added: million.]

[removed: As of December 31, 2023, we] [added: We] had designated debt as a hedge of our net investments primarily in TUI Cruises of approximately [removed: €648] [added: €631] million, or approximately [removed: $716 million.][added: $740 million, through December 31, 2025.]

We have included net gains of approximately [removed: $96] [added: $24] million and [removed: $41] [added: $96] million of foreign-currency transaction remeasurement and changes in the fair value of derivatives in the foreign currency translation adjustment component of *Accumulated other comprehensive loss* at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

During [removed: 2024,] [added: 2025,] we maintained an average of approximately [removed: $1.1] [added: $1.2] billion of these foreign currency forward contracts.

For the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] changes in the fair value of the foreign currency forward contracts resulted in [removed: (losses)] gain [added: (losses)] of approximately [removed: $(77)] [added: $49] million, [removed: $19 million] [added: (77) million,] and [removed: $(102)] [added: $19] million, respectively, which offset [removed: gains] (losses) [added: gains] arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of [removed: $65] [added: $(63)] million, [removed: $(43)] [added: $65] million and [removed: $93] [added: $(43)] million, respectively.

Fuel cost, net of the financial impact of fuel swap agreements, as a percentage of our total revenues, was approximately [removed: 7.0%] [added: 6.4%] in [removed: 2024, 8.3%] [added: 2025, 7.0%] in [removed: 2023] [added: 2024] and [removed: 12.1%] [added: 8.3%] in [removed: 2022.][added: 2023.]

As of December 31, [removed: 2024,] [added: 2025,] we had fuel swap agreements to pay fixed prices for fuel with an aggregate notional amount of approximately $1.0 billion, maturing through [removed: 2027.][added: 2028.]

The fuel swap agreements designated as hedges of projected fuel purchases represented 60% of our projected [removed: 2025] [added: 2026] fuel requirements.

The estimated fair value of our fuel swap agreements at December 31, [removed: 2024] [added: 2025] was estimated to be a liability of [removed: $33] [added: $123] million.

We estimate that a hypothetical 10% increase in our weighted-average fuel price from that experienced during the year ended December 31, [removed: 2024] [added: 2025] would increase our forecasted [removed: 2025] [added: 2026] fuel cost by approximately [removed: $60] [added: $55] million, net of the impact of fuel swap agreements.

| | | | | | | | | | | | | | | | | | |

| | | | $ | 897 | | | | | | | | | | | | | |

| | | | $ | 1,185 | | | | | | | | | | | | | |

We [removed: own] [added: are a vacation industry leader, owning] and [removed: operate] [added: operating] three global cruise [added: vacation] brands: Royal Caribbean, Celebrity Cruises and Silversea [removed: Cruises] (collectively, our "Global Brands").

Together, our Global Brands and our Partner Brands have a combined fleet of [removed: 68] [added: 69] ships in the cruise vacation industry with an aggregate capacity of approximately [removed: 166,900] [added: 179,720] berths as of December 31, [removed: 2024.][added: 2025.]

Our competitive edge is grounded in our focus on innovation, best evidenced in the quality and variety of ships in our fleet, our [added: exceptional product offerings and service provided by our dedicated crew, our] growing portfolio of private destinations and experiences, [removed: and a] [added: the] range of itineraries and global destinations tailored to meet diverse guest [removed: preferences.][added: preferences, and our use and leveraging of technology.]

[removed: Royal Caribbean] [added: The Company] was founded in 1968 as a partnership.

Its corporate structure has evolved over the years [removed: and,] [added: and] the current parent corporation, Royal Caribbean Cruises Ltd., was incorporated on July 23, 1985 in the Republic of Liberia under the Business Corporation Act of Liberia.

Our Global Brands include Royal Caribbean, Celebrity Cruises, and [removed: Silversea Cruises.][added: Silversea.]

The brand competes in both the contemporary family market and premium [removed: segments] [added: segment] of the vacation industry appealing to both families with children of all ages and older and younger couples.

We believe [removed: that] the quality of the Royal Caribbean brand allows it to achieve market coverage that is among the broadest of any of the major cruise brands in the cruise vacation industry.

Royal Caribbean offers multiple innovative options for onboard dining, [removed: entertainment] [added: activities, entertainment,] and [removed: other onboard activities.][added: access to exclusive destinations and land-based experiences.]

Royal Caribbean operates [removed: 28] [added: 29] ships with an aggregate capacity of approximately [removed: 105,400] [added: 111,000] berths.

Additionally, as of December 31, [removed: 2024,] [added: 2025,] Royal Caribbean had [removed: three] [added: four] ships on order with an aggregate capacity of approximately [removed: 16,900] [added: 22,500] berths.

The ships on order include the [removed: second] [added: third] Icon-class ship, [removed: *Star] [added: *Legend] of the Seas,* [added: which is expected to be delivered in 2026,] the [removed: third] [added: fourth and fifth] Icon-class [removed: ship,] [added: ships, which are expected to be delivered in 2027] and [added: 2028, respectively, and] the seventh Oasis-class ship, which [removed: are] [added: is] expected to be delivered in [removed: 2025, 2026, and 2028, respectively.][added: 2028.]

[removed: In addition, during 2024,] [added: During the quarter ended December 31, 2025,] we entered into an agreement with Meyer Turku Oy to build a [removed: fourth] [added: fifth] Icon-class ship for delivery in [removed: 2027.][added: 2028.]

Celebrity Cruises’ strategy is to target consumers by delivering a destination-rich experience on upscale ships that offer, among other things, excellent food [removed: and drink, elevated hospitality, world-class spaces and accommodations, and live entertainment.]

Celebrity Cruises operates [removed: 14] [added: 15] ships with an aggregate capacity of approximately [removed: 35,650] [added: 38,900] berths.

As of December 31, [removed: 2024,] [added: 2025,] Celebrity Cruises had one Edge-class ship on order, *Celebrity [removed: Xcel,*] [added: Xcite,*] with an aggregate capacity of approximately 3,250 berths, which is expected to be delivered in [removed: 2025.][added: 2028.]

[removed: *Silversea Cruises*][added: *Silversea*]

Silversea [removed: Cruises] is an [removed: ultra-luxury] [added: ultra luxury] and expedition [removed: cruise line with] [added: travel brand that features] smaller ships, high standards of accommodations, fine dining, personalized service and exotic itineraries.

Silversea [removed: Cruises] delivers distinctive destination experiences by visiting unique and remote destinations, including the Galapagos Islands, Antarctica and the Arctic with cruise itineraries generally ranging from six to [removed: 25] [added: 24] nights.

Silversea [removed: Cruises] operates 12 ships, with an aggregate capacity of approximately 5,500 berths.

TUI Cruises operates [removed: seven] [added: eight] ships, with an aggregate capacity of approximately [removed: 18,700] [added: 22,700] berths.

Additionally, as of December 31, [removed: 2024,] [added: 2025,] TUI Cruises had [removed: two] [added: three] ships on order with an aggregate capacity of approximately [removed: 8,200] [added: 12,300] berths, which are expected to be delivered in [removed: 2025 and] 2026, [added: 2031, and 2032,] respectively.

Hapag-Lloyd Cruises operates two luxury liners and three smaller expedition ships, with an aggregate capacity of approximately [removed: 1,590] [added: 1,620] berths.

[removed: Despite the increase in market penetration rates during 2024, we] [added: We continue to] believe there is [removed: an] opportunity for long-term growth and [removed: a potential for] increased [removed: profitability.][added: profitability for the cruising industry.]

During [removed: 2024,] [added: 2025,] industry market penetration rates were [removed: 6.01%] [added: 5.96%] for North America, [removed: 1.72%] [added: 1.73%] for Europe, and 0.09% for Asia/Pacific.

The penetration rates in [removed: 2024] [added: 2025] show the growth potential in the markets most served by the industry.

The cruise industry was served by a fleet with a weighted average of approximately [removed: 706,000] [added: 725,000] berths during [removed: 2024] [added: 2025] with approximately [removed: 432] [added: 430] ships at the end of [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] there were approximately [removed: 50] [added: 47] ships on order with an estimated [removed: 116,500] [added: 113,000] berths that are expected to be placed in service in the global cruise market through [removed: 2028,] [added: 2029,] not taking into account ships taken out of service or ordered during these periods.

The global cruise industry carried approximately [removed: 36] [added: 37] million guests in [removed: 2024, 32] [added: 2025, 35] million [removed: cruise] guests in [removed: 2023] [added: 2024,] and [removed: approximately 20] [added: 32] million [added: guests] in [removed: 2022.][added: 2023.]

The following table details the growth in global weighted average berths and the percentage of North American, European and Asia/Pacific cruise guests for [added: 2025,] 2024, 2023, [removed: 2022] [added: 2022,] and for [removed: each of] [added: 2019,] the [removed: two years] [added: year] prior to the 2020 suspension of global cruise operations (in millions, except berth data):

| 2024 | | | | | | 706,000 | | | | | | 163,200 | | | | | | [removed: 36] [added: 35] | | | | | | 63% | | | | | | 26% | | | | | | 7% | | | | | | 4% | | |

For [removed: 2024,] [added: 2025,] we estimate the total number of global cruise guests for the full year with actual data only available through the third quarter.

(3)Total berths include our berths related to our Global Brands and Partner Brands as of December 31, [removed: 2024.][added: 2025.]

The decrease in Asia/Pacific cruise guests from 2019 to [removed: 2024] [added: 2025] is partly driven by lack of cruise supply and itineraries in [removed: China through the first half 2023.][added: China.]

We compete [added: within the global vacation industry primarily] with a number of cruise lines as well as land-based vacation alternatives for consumers’ leisure time.

We continue to prioritize operating strategies that support this mission, working with our various business and community partners as we build toward a more sustainable [removed: cruise industry.]

- strategically invest in our fleet through the upgrade and maintenance of existing ships and the [removed: transfer] [added: deployment] of key innovations, while prudently expanding our fleet with new state-of-the-art [removed: cruise ships;][added: vessels;]

We also have a dedicated committee of our Board of [removed: Directors,] [added: Directors ("Board"),] the Safety, Environment, Sustainability and Health Committee, which is responsible for reviewing and monitoring our overall strategies, policies and programs that impact the safety and health of our guests and [removed: crew.][added: crew, as well as environmental and sustainability topics.]

In addition to providing an overview on our sustainability efforts, the [added: sustainability] report references the guidelines of the Global Reporting Initiative and is aligned with the Sustainability Accounting Standards Boards Industry Standards for Cruise Lines.

We continue to [removed: advance our reporting following] [added: use] the recommendations of the Task Force on Climate Related Financial Disclosures [removed: (TCFD).][added: (TCFD) in preparing our report.]

We also own a growing portfolio of private land-based destinations, including our Perfect Day and Royal Beach Club collections.

Additionally, we signed a memorandum of understanding to build two ships of a new generation, known as Discovery-class, which are expected to enter service in 2029 and 2032, respectively.

Royal Caribbean is also operating three exclusive private destinations, with plans to expand to 7 by 2028 through its Perfect Day and Royal Beach Club collections.

and drink, elevated hospitality, world-class spaces and accommodations, and live entertainment.

In 2025, Celebrity Cruises announced the launch of Celebrity River Cruises, offering a premium river cruise vacation with a new fleet including agreements for the commitment of an initial order of 10 ships.

Subsequently, in January 2026 we entered into additional commitments for 10 new ships that will expand the river cruise fleet to 20 vessels.

The first four river cruise ships on order have an aggregate capacity of approximately 680 berths, including *Celebrity Compass,* and *Celebrity Seeker*, which are expected to be delivered in 2027, and two other river cruise ships expected to be delivered in 2028.

The global vacation industry represents a large and expanding market of over $2 trillion, our company currently holds a small share of this market, and we believe our differentiated vacation ecosystem and strategic expansion initiatives provide a compelling opportunity to capture additional market share.

In addition, consumers prioritizing experiences over goods is another reason supporting this growth.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2025 | | | | | | 725,000 | | | | | | 174,600 | | | | | | 37 | | | | | | 62% | | | | | | 25% | | | | | | 8% | | | | | | 5% | | |

cruise industry.

This strategy also includes reducing our carbon intensity by 15% or greater as compared to 2024 by 2027.

New features on the first river cruises *Celebrity Compass* and *Celebrity Seeker*, expected to launch in 2027, include open-air decks, the Magic Edge Dining; cantilevered dining pods offering over-the-water dining, and spacious staterooms including the infinite veranda concept.

optimizing the overall profitability of our portfolio.

In July 2025, we closed on our acquisition of the Port of Costa Maya and adjacent land in Mahahual, Mexico.

The first Royal Beach Club, Paradise Island, opened in December 2025 in Nassau, Bahamas.

Additional locations include Royal Beach Club Cozumel, in Mexico, Royal Beach Club Santorini, in Greece, and Royal Beach Club Lelepa, in Vanuatu.

Cyber security and data privacy are an ongoing focus, and we have made and will

As announced in October 2025, we also expect to launch our "Points Choice" program in 2026, which will enable guests to apply loyalty points earned on any Royal Caribbean Group brand toward the brand program of their choice.

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| *Legend of the Seas* | | | | | | 2026 | | | | | | 2026 | | | | | | 5,600 | | | | | |

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| Ship | | | | | | Year Ship Built | | | | | | Year Ship Entered/Will Enter Service | | | | | | Approximate Berths | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Ship | | | | | | Year Ship Built | | | | | | Year Ship Entered/Will Enter Service | | | | | | Approximate Berths | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

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We are one of the leading cruise companies in the world.

We compete principally by operating our portfolio of valued brands that deliver vacation experiences known for exceptional product offerings and service provided by our dedicated crew.

The agreement is contingent upon completion of certain conditions precedent including financing.

In addition, during 2024, we entered into an agreement with Chantiers de l' Atlantique to build a sixth Edge-class ship for delivery in 2028.

| 2018 | | | | | | 546,000 | | | | | | 135,520 | | | | | | 29 | | | | | | 49% | | | | | | 26% | | | | | | 20% | | | | | | 5% | | |

This strategy also includes reducing our carbon intensity by double digits by 2025, compared to 2019, which we achieved one year early in 2024.

During 2024, we achieved investment grade metrics and proactively eliminated all secured and guaranteed debt.

Both *Icon of the Seas* and *Silver Nova* are the first vessels of a new class.

For Celebrity Cruises, *Celebrity Ascent* represents an evolution of *Celebrity Beyond* and builds on the innovation that the Edge series of ships have brought to market.

homeports in Texas and Florida.

The first Royal Beach Club is expected to open in 2025 in Nassau, Bahamas; and the second Royal Beach Club expected to open in 2026, in Cozumel, Mexico.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | | | | | | | | | | | | | | | | 179,790 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| TUI Cruises (50% joint venture) — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

During the quarter ended December 31, 2024, we received commitments for the unsecured financing of the seventh Oasis-class ship for up to 80% of the ship’s contract price and our building contract with Chantiers de l’Atlantique became effective.

Bpifrance Assurance Export, the official French export credit agency, has agreed to guarantee to the lenders 100% of the financing.

In addition, during 2024, we entered into an agreement with Meyer Turku Oy and Chantiers de l' Atlantique to build a fourth Icon-class ship for delivery in 2027 and a sixth Edge-class ship for delivery in 2028.

The agreements are contingent upon completion of certain conditions precedent including financing.

We entered into agreements for the commitment to an initial order of 10 ships with plans to sail in 2027.

focused on deployment in the Caribbean, Asia and Australia during that period.

(2) Due to the three-month reporting lag effective through September 30, 2021, we include Silversea Cruises' metrics from October 1, 2019 through September 30, 2020 in the year ended December 31, 2020.

For the year ended December 31, 2020, we include the full year of operations for Azamara Cruises.

(2) Private Destinations includes Coco Cay, Labadee and Galapagos based employees.

| Shipboard | | | 79% | | | 21% | | |

| White | | | 37% | | |

| Hispanic | | | 44% | | |

the event of a change in risk.

assess competency by observing safety and emergency drills.

these nitrogen oxide emission rules.

*US.

The VIDA requires the EPA to develop new

Certain of our subsidiaries, including our United Kingdom tonnage tax company are classified as disregarded entities, or divisions for U.S. federal income tax purposes that may earn U.S. source income.

established securities market” in the United States.

The OECD model rules provide an exclusion for “International Shipping Income,” and certain ancillary income, for which certain of our earnings may be eligible.

We have developed mitigation strategies that we believe we can execute to minimize the impact of these provisions to an immaterial amount.

However, we continue to evaluate our mitigation options given the evolving nature of the proposed and enacted legislative changes Refer to Item 1A.

*Other*

The plaintiff [removed: has the right to petition] [added: petitioned] the United States Supreme Court for a writ of [removed: certiorari.][added: certiorari, which was granted on October 3, 2025.]

The outcome of the litigation is inherently unpredictable and subject to significant uncertainties, and there can be no assurances that the final outcome of this case will be favorable.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the registrant's common stock at June [removed: 28, 2024] [added: 30, 2025] (based upon the closing sale price of the common stock on the New York Stock Exchange on June [removed: 28, 2024)] [added: 30, 2025)] held by those persons deemed by the registrant to be non-affiliates was approximately [removed: $37.8] [added: $79.1] billion.

There were [removed: 269,128,754] [added: 270,528,303] shares of common stock outstanding as of February [removed: 11, 2025.][added: 9, 2026.]

Portions of the registrant's Definitive Proxy Statement relating to its [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K as indicated herein.

| Item 1. | | | | | | Business | | | | | | [removed: [2](#ib9efde03186645baae7857b803487b49_13)] [added: [2](#i24d2a10d1d1048da84a991aefddeb55c_13)] | | |

| [Item [removed: 1A.](#ib9efde03186645baae7857b803487b49_64)] [added: 1A.](#i24d2a10d1d1048da84a991aefddeb55c_61)] | | | | | | [Risk [removed: Factors](#ib9efde03186645baae7857b803487b49_64)] [added: Factors](#i24d2a10d1d1048da84a991aefddeb55c_61)] | | | | | | [removed: [22](#ib9efde03186645baae7857b803487b49_64)] [added: [23](#i24d2a10d1d1048da84a991aefddeb55c_61)] | | |

| [Item [removed: 1B.](#ib9efde03186645baae7857b803487b49_67)] [added: 1B.](#i24d2a10d1d1048da84a991aefddeb55c_64)] | | | | | | [Unresolved Staff [removed: Comments](#ib9efde03186645baae7857b803487b49_67)] [added: Comments](#i24d2a10d1d1048da84a991aefddeb55c_64)] | | | | | | [removed: [23](#ib9efde03186645baae7857b803487b49_67)] [added: [24](#i24d2a10d1d1048da84a991aefddeb55c_64)] | | |

| [Item [removed: 1C.](#ib9efde03186645baae7857b803487b49_70)] [added: 1C.](#i24d2a10d1d1048da84a991aefddeb55c_67)] | | | | | | [removed: [Cybersecurity](#ib9efde03186645baae7857b803487b49_70)] [added: [Cybersecurity](#i24d2a10d1d1048da84a991aefddeb55c_67)] | | | | | | [removed: [23](#ib9efde03186645baae7857b803487b49_70)] [added: [24](#i24d2a10d1d1048da84a991aefddeb55c_67)] | | |

| [Item [removed: 2.](#ib9efde03186645baae7857b803487b49_73)] [added: 2.](#i24d2a10d1d1048da84a991aefddeb55c_70)] | | | | | | [removed: [Properties](#ib9efde03186645baae7857b803487b49_73)] [added: [Properties](#i24d2a10d1d1048da84a991aefddeb55c_70)] | | | | | | [removed: [24](#ib9efde03186645baae7857b803487b49_73)] [added: [25](#i24d2a10d1d1048da84a991aefddeb55c_70)] | | |

| [Item [removed: 3.](#ib9efde03186645baae7857b803487b49_76)] [added: 3.](#i24d2a10d1d1048da84a991aefddeb55c_73)] | | | | | | [Legal [removed: Proceedings](#ib9efde03186645baae7857b803487b49_76)] [added: Proceedings](#i24d2a10d1d1048da84a991aefddeb55c_73)] | | | | | | [removed: [24](#ib9efde03186645baae7857b803487b49_76)] [added: [25](#i24d2a10d1d1048da84a991aefddeb55c_73)] | | |

| [Item [removed: 4.](#ib9efde03186645baae7857b803487b49_79)] [added: 4.](#i24d2a10d1d1048da84a991aefddeb55c_76)] | | | | | | [Mine Safety [removed: Disclosures](#ib9efde03186645baae7857b803487b49_79)] [added: Disclosures](#i24d2a10d1d1048da84a991aefddeb55c_76)] | | | | | | [removed: [24](#ib9efde03186645baae7857b803487b49_79)] [added: [25](#i24d2a10d1d1048da84a991aefddeb55c_76)] | | |

| [Item [removed: 5.](#ib9efde03186645baae7857b803487b49_85)] [added: 5.](#i24d2a10d1d1048da84a991aefddeb55c_82)] | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib9efde03186645baae7857b803487b49_85)] [added: Securities](#i24d2a10d1d1048da84a991aefddeb55c_82)] | | | | | | [removed: [25](#ib9efde03186645baae7857b803487b49_85)] [added: [26](#i24d2a10d1d1048da84a991aefddeb55c_82)] | | |

| Item 6. | | | | | | Reserved | | | | | | [removed: [27](#ib9efde03186645baae7857b803487b49_88)] [added: [29](#i24d2a10d1d1048da84a991aefddeb55c_85)] | | |

| [Item [removed: 7.](#ib9efde03186645baae7857b803487b49_91)] [added: 7.](#i24d2a10d1d1048da84a991aefddeb55c_88)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib9efde03186645baae7857b803487b49_91)] [added: Operations](#i24d2a10d1d1048da84a991aefddeb55c_88)] | | | | | | [removed: [28](#ib9efde03186645baae7857b803487b49_91)] [added: [30](#i24d2a10d1d1048da84a991aefddeb55c_88)] | | |

| [Item [removed: 7A.](#ib9efde03186645baae7857b803487b49_157)] [added: 7A.](#i24d2a10d1d1048da84a991aefddeb55c_163)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib9efde03186645baae7857b803487b49_157)] [added: Risk](#i24d2a10d1d1048da84a991aefddeb55c_163)] | | | | | | [removed: [49](#ib9efde03186645baae7857b803487b49_157)] [added: [51](#i24d2a10d1d1048da84a991aefddeb55c_163)] | | |

| [Item [removed: 8.](#ib9efde03186645baae7857b803487b49_160)] [added: 8.](#i24d2a10d1d1048da84a991aefddeb55c_166)] | | | | | | [Financial Statements and Supplementary [removed: Data](#ib9efde03186645baae7857b803487b49_160)] [added: Data](#i24d2a10d1d1048da84a991aefddeb55c_166)] | | | | | | [removed: [51](#ib9efde03186645baae7857b803487b49_160)] [added: [53](#i24d2a10d1d1048da84a991aefddeb55c_166)] | | |

| [Item [removed: 9.](#ib9efde03186645baae7857b803487b49_163)] [added: 9.](#i24d2a10d1d1048da84a991aefddeb55c_169)] | | | | | | [Changes In and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ib9efde03186645baae7857b803487b49_163)] [added: Disclosure](#i24d2a10d1d1048da84a991aefddeb55c_169)] | | | | | | [removed: [51](#ib9efde03186645baae7857b803487b49_163)] [added: [53](#i24d2a10d1d1048da84a991aefddeb55c_169)] | | |

| [Item [removed: 9A.](#ib9efde03186645baae7857b803487b49_166)] [added: 9A.](#i24d2a10d1d1048da84a991aefddeb55c_172)] | | | | | | [Controls and [removed: Procedures](#ib9efde03186645baae7857b803487b49_166)] [added: Procedures](#i24d2a10d1d1048da84a991aefddeb55c_172)] | | | | | | [removed: [52](#ib9efde03186645baae7857b803487b49_166)] [added: [54](#i24d2a10d1d1048da84a991aefddeb55c_172)] | | |

| [Item [removed: 9B.](#ib9efde03186645baae7857b803487b49_169)] [added: 9B.](#i24d2a10d1d1048da84a991aefddeb55c_175)] | | | | | | [Other [removed: Information](#ib9efde03186645baae7857b803487b49_169)] [added: Information](#i24d2a10d1d1048da84a991aefddeb55c_175)] | | | | | | [removed: [52](#ib9efde03186645baae7857b803487b49_169)] [added: [54](#i24d2a10d1d1048da84a991aefddeb55c_175)] | | |

| [Item [removed: 9C.](#ib9efde03186645baae7857b803487b49_172)] [added: 9C.](#i24d2a10d1d1048da84a991aefddeb55c_178)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that [removed: Prevent](#ib9efde03186645baae7857b803487b49_172) [Inspections](#ib9efde03186645baae7857b803487b49_172)] [added: Prevent Inspections](#i24d2a10d1d1048da84a991aefddeb55c_178)] | | | | | | [removed: [52](#ib9efde03186645baae7857b803487b49_172)] [added: [54](#i24d2a10d1d1048da84a991aefddeb55c_178)] | | |

| [Item [removed: 10.](#ib9efde03186645baae7857b803487b49_178)] [added: 10.](#i24d2a10d1d1048da84a991aefddeb55c_184)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib9efde03186645baae7857b803487b49_178)] [added: Governance](#i24d2a10d1d1048da84a991aefddeb55c_184)] | | | | | | [removed: [53](#ib9efde03186645baae7857b803487b49_178)] [added: [55](#i24d2a10d1d1048da84a991aefddeb55c_184)] | | |

| [Item [removed: 11.](#ib9efde03186645baae7857b803487b49_178)] [added: 11.](#i24d2a10d1d1048da84a991aefddeb55c_184)] | | | | | | [Executive [removed: Compensation](#ib9efde03186645baae7857b803487b49_178)] [added: Compensation](#i24d2a10d1d1048da84a991aefddeb55c_184)] | | | | | | [removed: [53](#ib9efde03186645baae7857b803487b49_178)] [added: [55](#i24d2a10d1d1048da84a991aefddeb55c_184)] | | |

| [Item [removed: 12.](#ib9efde03186645baae7857b803487b49_178)] [added: 12.](#i24d2a10d1d1048da84a991aefddeb55c_184)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib9efde03186645baae7857b803487b49_178)] [added: Matters](#i24d2a10d1d1048da84a991aefddeb55c_184)] | | | | | | [removed: [53](#ib9efde03186645baae7857b803487b49_178)] [added: [55](#i24d2a10d1d1048da84a991aefddeb55c_184)] | | |

| [Item [removed: 13.](#ib9efde03186645baae7857b803487b49_178)] [added: 13.](#i24d2a10d1d1048da84a991aefddeb55c_184)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib9efde03186645baae7857b803487b49_178)] [added: Independence](#i24d2a10d1d1048da84a991aefddeb55c_184)] | | | | | | [removed: [53](#ib9efde03186645baae7857b803487b49_178)] [added: [55](#i24d2a10d1d1048da84a991aefddeb55c_184)] | | |

| [Item [removed: 14.](#ib9efde03186645baae7857b803487b49_178)] [added: 14.](#i24d2a10d1d1048da84a991aefddeb55c_184)] | | | | | | [Principal Accountant Fees and [removed: Services](#ib9efde03186645baae7857b803487b49_178)] [added: Services](#i24d2a10d1d1048da84a991aefddeb55c_184)] | | | | | | [removed: [53](#ib9efde03186645baae7857b803487b49_178)] [added: [55](#i24d2a10d1d1048da84a991aefddeb55c_184)] | | |

| [PART [removed: IV](#ib9efde03186645baae7857b803487b49_181)] [added: III](#i24d2a10d1d1048da84a991aefddeb55c_181)] | | | | | | | | | | | | | | |

| [Item [removed: 15.](#ib9efde03186645baae7857b803487b49_184)] [added: 15.](#i24d2a10d1d1048da84a991aefddeb55c_190)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#ib9efde03186645baae7857b803487b49_184)] [added: Schedules](#i24d2a10d1d1048da84a991aefddeb55c_190)] | | | | | | [removed: [54](#ib9efde03186645baae7857b803487b49_184)] [added: [56](#i24d2a10d1d1048da84a991aefddeb55c_190)] | | |

| [Item [removed: 16.](#ib9efde03186645baae7857b803487b49_187)] [added: 16.](#i24d2a10d1d1048da84a991aefddeb55c_193)] | | | | | | [Form 10-K [removed: Summary](#ib9efde03186645baae7857b803487b49_187)] [added: Summary](#i24d2a10d1d1048da84a991aefddeb55c_193)] | | | | | | [removed: [61](#ib9efde03186645baae7857b803487b49_187)] [added: [62](#i24d2a10d1d1048da84a991aefddeb55c_193)] | | |

*As used in this Annual Report on Form 10-K, the terms [removed: “Royal Caribbean,”] "Royal Caribbean Group," the “Company,” “we,” “our” and “us” refer to Royal Caribbean Cruises Ltd. and, depending on the context, Royal Caribbean Cruises Ltd.’s consolidated subsidiaries and/or affiliates.

The terms “Royal Caribbean,” “Celebrity Cruises,” and [removed: “Silversea Cruises”] [added: “Silversea”] refer to our wholly owned global cruise brands.

| [PART I](#i24d2a10d1d1048da84a991aefddeb55c_10) | | | | | | | | | | | | | | |

| [PART II](#i24d2a10d1d1048da84a991aefddeb55c_79) | | | | | | | | | | | | | | |

| [PART IV](#i24d2a10d1d1048da84a991aefddeb55c_187) | | | | | | | | | | | | | | |

| [Signatures](#i24d2a10d1d1048da84a991aefddeb55c_196) | | | | | | | | | | | | [64](#i24d2a10d1d1048da84a991aefddeb55c_196) | | |

| [PART I](#ib9efde03186645baae7857b803487b49_10) | | | | | | | | | | | | | | |

| [PART II](#ib9efde03186645baae7857b803487b49_82) | | | | | | | | | | | | | | |

| [PART III](#ib9efde03186645baae7857b803487b49_175) | | | | | | | | | | | | | | |

| [Signatures](#ib9efde03186645baae7857b803487b49_190) | | | | | | | | | | | | [62](#ib9efde03186645baae7857b803487b49_190) | | |

Our cybersecurity program is [removed: based on] [added: informed by] recognized best practices and standards for cybersecurity, such as the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework.

These processes include prompt communication of certain cybersecurity incidents to the Company’s executives, internal committees and the Board as needed, so that any needed [removed: external reporting] [added: disclosures] can be made by management and the Board in a timely manner.

*Risk Factors* - [removed: "We] [added: "*We] are exposed to [removed: cyber security] [added: cybersecurity] attacks and data breaches and the risks and costs associated with protecting our systems and maintaining data integrity and [removed: security."][added: security*."]

The CISO regularly informs our internal Disclosure Committee, Chief Financial Officer, and our [removed: President] [added: Chairman] and Chief Executive Officer of cybersecurity risks and incidents as per our internal cyber risk

Information about our cruise ships, including their size, may be found within the *Operating Strategies - Delivery of state-of-the-art [removed: cruise ships,] [added: vessels,] and fleet upgrade and maintenance* section and the *Operations - Cruise Ships and Itineraries* section in Item 1*.

We also lease a number of other offices in the U.S. and throughout Europe, Asia, Mexico, South [removed: America] [added: America, Caribbean] and Australia to administer our brand operations globally.

We also operate [removed: two] [added: three exclusive] private destinations which we utilize as ports-of-call on certain itineraries: (i) an island we own in the Bahamas that we call [added: Perfect Day at] CocoCay; [removed: and] (ii) Labadee, a secluded peninsula that we lease on the north coast of [removed: Haiti.][added: Haiti; and (iii) Paradise Island, the first Royal Beach Club in the Bahamas, which opened in December 2025.]

\-Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "RCL."

Holders

As of February 11, 2025, there were approximately 1,075 record holders of our common stock.

Since certain of our shares are held by brokers and other institutions on behalf of shareholders, the foregoing number is not representative of the number of beneficial owners.

Dividends

Holders of our common stock have an equal right, pro rata based on number of shares held, to share in our profits in the form of dividends when and if declared by our board of directors out of funds legally available, subject to any rights of holders of preferred stock if any.

Holders of our common stock have no rights to any sinking fund.

There are no exchange control restrictions on remittances of dividends on our common stock by reason of our incorporation in Liberia because (1) we are and intend to maintain our status as a nonresident Liberian entity under the Liberia Revenue Code of 2000 as amended and the regulations thereunder, and (2) our ship-owning subsidiaries are not now engaged, and are not in the future expected to engage, in any business in Liberia, including voyages exclusively within the territorial waters of the Republic of Liberia.

Under current Liberian law, no Liberian taxes or withholding will be imposed on payments to holders of our securities other than to a holder that is a resident Liberian entity or a resident individual or an individual or entity subject to taxation in Liberia as a result of having a permanent establishment within the meaning of the Liberia Revenue Code of 2000 as amended in Liberia.

The declaration of dividends shall at all times be subject to the final determination of our board of directors that a dividend is prudent at that time in consideration of the needs of the business.

During the second quarter of 2024, we repaid the principal amounts deferred under our export credit facilities, which eliminated the restriction on dividends.

In the second quarter of 2024, our Board of Directors reinstated our quarterly dividend.

Since reinstatement, we have paid a dividend of $0.40 per share of common stock in October 2024, and a dividend of $0.55 per share of common stock in January 2025.

Refer to Note 10*.

Shareholders' Equity* to our consolidated financial statements under Item 8.

*Financial Statements and Supplementary Data* for further information on dividends declared.

In February 2025, our Board of Directors declared a dividend of $0.75 per share, payable in April 2025.

Share Repurchases

There were no repurchases of common stock during the year ended December 31, 2024.

During the second quarter of 2024, we repaid the principal amounts deferred under our export credit facilities, which eliminated the restriction on share repurchases.

Refer to Note 8*.

Debt* to our consolidated financial statements under Item 8.

*Financial Statements and Supplementary Data* for further information on the transaction.

In February 2025, our board of directors authorized a 12-month common stock repurchase program for up to $1.0 billion.

The timing and number of shares to be repurchased will depend on a variety of factors including price and market conditions.

Repurchases under the program may be made at management's discretion from time to time on the open market or through privately negotiated transactions.

Performance Graph

The following graph compares the total return, assuming reinvestment of dividends, on an investment in the Company, based on performance of the Company's common stock, with the total return of the Standard & Poor's 500 Composite Stock Index ("S&P 500") and the Dow Jones United States Travel and Leisure Index for a five year period by measuring the changes in common stock prices from December 31, 2019 to December 31, 2024.


| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | 12/19 | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | | | | | 12/23 | | | | | | 12/24 | | |

| Royal Caribbean Cruises Ltd. | | | | | | 100.00 | | | 56.61 | | | | | | 58.28 | | | | | | 37.46 | | | | | | 98.14 | | | | | | 175.65 | | |

| S&P 500 | | | | | | 100.00 | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| Dow Jones U.S. Travel & Leisure | | | | | | 100.00 | | | 101.74 | | | | | | 113.43 | | | | | | 90.45 | | | | | | 123.09 | | | | | | 143.76 | | |

The stock performance graph assumes for comparison that the value of the Company's common stock and of each index was $100 on December 31, 2019 and that all dividends were reinvested.

Past performance is not necessarily an indicator of future results.

Market Information

Our common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "RCL."

Holders

As of February 9, 2026, there were approximately 1,002 record holders of our common stock.

Since certain of our shares are held by brokers and other institutions on behalf of shareholders, the foregoing number is not representative of the number of beneficial owners.

Dividends

Holders of our common stock have an equal right, pro rata based on number of shares held, to share in our profits in the form of dividends when and if declared by our Board out of funds legally available, subject to any rights of holders of preferred stock if any.

Holders of our common stock have no rights to any sinking fund.

There are no exchange control restrictions on remittances of dividends on our common stock by reason of our incorporation in Liberia because (1) we are and intend to maintain our status as a nonresident Liberian entity under the Liberia Revenue Code of 2000 as amended and the regulations thereunder, and (2) our ship-owning subsidiaries are not now engaged, and are not in the future expected to engage, in any business in Liberia, including voyages exclusively within the territorial waters of the Republic of Liberia.

Under current Liberian law, no Liberian taxes or withholding will be imposed on payments to holders of our securities other than to a holder that is a resident Liberian entity or a resident individual or an individual or entity subject to taxation in Liberia as a result of having a permanent establishment within the meaning of the Liberia Revenue Code of 2000 as amended in Liberia.

The declaration of dividends shall at all times be subject to the final determination of our Board that a dividend is prudent at that time in consideration of the needs of the business.

During the second quarter of 2024, we repaid the principal amounts deferred under our export credit facilities, which eliminated the restriction on dividends.

In the second quarter of 2024, our Board reinstated our quarterly dividend.

Since reinstatement, during the third and fourth quarter of 2024 our Board declared dividends of $0.40 and $0.55 per share which were paid in October 2024 and January 2025, respectively.

In the first and second quarters of 2025, the Board declared dividends of $0.75 per share which were paid in April 2025 and July 2025, respectively.

In the third and fourth quarter of 2025, the Board declared dividends of $1.00 which were paid in October 2025 and January 2026, respectively.

Refer to Note 10*.

Shareholders' Equity* to our consolidated financial statements under Item 8.

*Financial Statements and Supplementary Data* for further information on dividends declared.

In February 2026, our Board declared a dividend of $1.50 per share, payable in April 2026.

Share Repurchases

The following table provides information about our repurchases of common stock during the quarter ended December 31, 2025.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | Total number of shares purchased | | | Average price paid per share | | | Total number of shares purchased as part of publicly announced plans or programs (1) | | | Approximate dollar value of shares that may yet be purchased under the plans or programs | | |

| October 1, 2025 - October 31, 2025 | | | 793,232 | | | 286.29 | | | 793,232 | | | $ | 118,000,000 | |

| November 1, 2025 - November 30, 2025 | | | 412,805 | | | 285.32 | | | 412,805 | | | $ | — | |

| December 1, 2025 - December 31, 2025 | | | 576,701 | | | 276.06 | | | 576,701 | | | $ | 1,841,000,000 | |

| Total | | | 1,782,738 | | | | | | 1,782,738 | | | | | |

(1) On February 12, 2025, we announced that our Board authorized a 12-month common stock repurchase program for up to $1.0 billion that was completed in November 2025.

Furthermore, on December 10, 2025, we announced that our Board authorized a common stock repurchase program for up to $2.0 billion.

The timing and number of shares to be repurchased will depend on a variety of factors including price and market conditions.

Repurchases under the program may be made at management's discretion from time to time on the open market or through privately negotiated transactions.

The Board announced a common stock repurchase program for up to $2.0 billion on December 10, 2025.

During the quarter ended December 31, 2025, we repurchased 0.6 million of our common stock under this program, for a total of $159 million in open market transactions that were recorded in Treasury Stock in our consolidated balance sheets.

As of December 31, 2025, we have $1.8 billion that remains available for future common stock repurchase under the program.

For further information on our stock repurchase transactions, refer to Note 10*.

Shareholders' Equity* to our consolidated financial statements under Item 8.

*Financial Statements and Supplemental Data*.

Performance Graph

Our management, with the participation of our [removed: President] [added: Chairman of the Board] and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this Annual Report on Form 10-K.

Based upon such evaluation, our [removed: President] [added: Chairman of the Board] and Chief Executive Officer and Chief Financial Officer concluded that those controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our [removed: President] [added: Chairman of the Board] and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange [removed: Commission's] [added: Commission] (the "SEC").

Our management, with the participation of our [removed: President] [added: Chairman of the Board] and Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the *Internal Control-Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, as stated in its report, which is included herein on page F-2.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Exchange Act Rule 13a-15(d) during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, [removed: 2024,] [added: 2025,] none of our directors or [removed: executive] officers [added: (as defined in Rule 16a-1(f) under the Exchange Act)] adopted, modified or terminated [removed: any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)] [added: a "Rule 10b5-1 trading arrangement"] or [removed: any “non-Rule] [added: "non-Rule] 10b5-1 trading [removed: arrangement”] [added: arrangement"] (as [removed: such term is] [added: those terms are] defined in Item 408 of Regulation S-K).

Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in Part I of this Annual Report on Form 10-K, the information required by Items 10, 11, 12, 13 and 14 is incorporated herein by reference to certain sections of the Royal Caribbean Cruises Ltd. Definitive Proxy Statement relating to our [removed: 2025] [added: 2026] Annual Meeting of Shareholders (the "Proxy Statement") to be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year.

| 4.1 | | | | | | [Agreement of Royal Caribbean Cruises Ltd. to furnish certain debt instruments to the Securities and Exchange [removed: Commission](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit41.htm)[*](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit41.htm)] [added: Commission](https://www.sec.gov/Archives/edgar/data/884887/000088488726000007/a2025q4exhibit41.htm)*] | | | | | | | | | | | | | | | | | | | | |

| 4.2 | | | | | | [Description of the Company's [removed: Securities](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit42.htm)[](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit42.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit42.htm)] | | | | | | 10-K | | | | | | 4.2 | | | | | | 12/31/2023 | | |

| 10.5 | | | | | | [removed: F[irst] [added: [First] Supplemental Agreement relating to Hull No. C34 at Chantiers de l’Atlantique (previously known as STX France S.A.), dated as of March 12, 2020, by and among Hibisyeu Finance Limited as borrower, Chantiers de L’Atlantique as seller, the Company as buyer, Citibank Europe PLC, UK Branch as facility agent, Citicorp Trustee Company Limited as security trustee, Citibank N.A., London branch as global coordinator, HSBC France as French coordinating bank, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent and the banks and financial institutions listed thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488720000029/exhibit106.htm) | | | | | | 10-Q | | | | | | 10.6 | | | | | | 5/21/2020 | | |

| 10.6 | | | | | | [Amendment No. [removed: 5](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-5.htm) [(Amended](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-5.htm) [and Res](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-5.htm)[tated)](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-5.htm) [in] [added: 5 (Amended and Restated) in] connection with the Credit Agreement in respect of “ODYSSEY OF THE SEAS” – Hull S-713, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-5.htm) | | | | | | 8-K | | | | | | 10.5 | | | | | | 2/23/2021 | | |

| 10.7 | | | | | | [Amendment [removed: Agreement](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-15.htm) [(Amended and](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-15.htm) [Restated)](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-15.htm) [in] [added: Agreement (Amended and Restated) in] connection with the Credit Agreement in respect of “SYMPHONY OF THE SEAS” (ex. Hull B34), dated as of February 17, 2021 between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch, as facility agent, the banks and financial institutions listed therein as the mandated lead arrangers and the banks and financial institutions listed as lenders party thereto](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-15.htm) | | | | | | 8-K | | | | | | 10.15 | | | | | | 2/23/2021 | | |

| [removed: 10.9] [added: 10.69] | | | | | | [Amendment No. [removed: 2](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921039073/tm219688d2_ex10-3.htm) [(](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921039073/tm219688d2_ex10-3.htm)[Amended] [added: 7 (Amended] and [removed: Restated)](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921039073/tm219688d2_ex10-3.htm) [in] [added: Restated) in] connection with the Credit Agreement in respect of [removed: “ICON] [added: “Icon] 3” [removed: -] [added: –] Hull 1402, dated as of [removed: March 18, 2021,] [added: May 8, 2025,] between the Company, KfW IPEX-Bank GmbH as facility agent and [removed: Hermes agent, KfW IPEX-Bank GmbH as the] mandated lead arranger, [removed: the banks] and [removed: financial institutions party thereto as mandated lead arrangers and] the banks and financial institutions listed therein as [removed: lenders](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921039073/tm219688d2_ex10-3.htm)] [added: lenders.](https://www.sec.gov/Archives/edgar/data/0000884887/000088488725000142/a2025q2exhibit102.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 10.3] [added: 10.2] | | | | | | [removed: 3/19/2021] [added: 7/29/2025] | | |

| [removed: 10.10] [added: 10.9] | | | | | | [Third Supplemental Agreement relating to a secured credit facility agreement for Hull No. A35 at Chantiers l’Atlantique S.A., dated July 6, 2021, between Palmeraie Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC Continental Europe, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto.](https://www.sec.gov/Archives/edgar/data/884887/000088488721000028/a2021q3exhibit101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 9/30/2021 | | |

| [removed: 10.11] [added: 10.10] | | | | | | [Fourth Supplemental [removed: Agreement](https://www.sec.gov/Archives/edgar/data/884887/000088488721000028/a2021q3exhibit102.htm) [(Amended] [added: Agreement (Amended] and [removed: Restated)](https://www.sec.gov/Archives/edgar/data/884887/000088488721000028/a2021q3exhibit102.htm) [relating] [added: Restated) relating] to a secured credit facility agreement for Hull No. L34 at Chantiers l’Atlantique S.A., dated July 12, 2021, between Hoediscus Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC Continental Europe, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488721000028/a2021q3exhibit102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 9/30/2021 | | |

| [removed: 10.12] [added: 10.11] | | | | | | [Fourth Supplemental Agreement relating to a secured credit facility for Hull No. M34 at Chantiers l’Atlantique S.A., dated July 12, 2021, between Houatorris Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC Continental Europe, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488721000028/a2021q3exhibit103.htm) | | | | | | 10-Q | | | | | | 10.3 | | | | | | 9/30/2021 | | |

| [removed: 10.13] [added: 10.12] | | | | | | [Fourth Supplemental Agreement relating to Hull No. C34 at Chantiers de l’Atlantique, dated July 12, 2021, between Hibisyeu Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC Continental Europe, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto](https://www.sec.gov/Archives/edgar/data/0000884887/000088488721000028/a2021q3exhibit104.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | 9/30/2021 | | |

| [removed: 10.14] [added: 10.13] | | | | | | [Amendment No. 7 in connection with the Credit Agreement in respect of Odyssey of the Seas – Hull S-713, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated lead arrangers](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921153981/tm2136245d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 12/28/2021 | | |

| [removed: 10.15] [added: 10.14] | | | | | | [Amendment [removed: No. 3] [added: Agreement] in connection with the Credit Agreement in respect of [removed: Icon 3] [added: Symphony of the Seas] - Hull [removed: 1402,] [added: B34,] dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, [added: Citibank N.A. London Branch, Citibank Europe PLC,] and [removed: KfW IPEX-Bank GmbH](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921153981/tm2136245d1_ex10-15.htm)] [added: the banks and financial institutions listed therein as mandated lead arrangers](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921153981/tm2136245d1_ex10-17.htm)] | | | | | | 8-K | | | | | | [removed: 10.15] [added: 10.17] | | | | | | 12/28/2021 | | |

| [removed: 10.16] [added: 10.22] | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Symphony of the Seas - Hull B34, dated as of [removed: December 22, 2021,] [added: July 21, 2022,] between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank N.A. London Branch, Citibank Europe PLC, and the banks and financial institutions listed therein as mandated lead [removed: arrangers](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921153981/tm2136245d1_ex10-17.htm)] [added: arrangers.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1015.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 10.17] [added: 10.15] | | | | | | [removed: 12/28/2021] [added: 6/30/2022] | | |

| [removed: 10.17] [added: 10.15] | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Hull A35 at Chantiers de L’Atlantique S.A., dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., Palmeraie Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A. London Branch, HSBC Continental Europe, and the mandated lead arrangers party thereto](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921153981/tm2136245d1_ex10-20.htm) | | | | | | 8-K | | | | | | 10.20 | | | | | | 12/28/2021 | | |

| [removed: 10.18] [added: 10.16] | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Hull C34 at Chantiers de L’Atlantique S.A., dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., Hibisyeu Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A. London Branch, HSBC Continental Europe, SMBC Bank International PLC, and the other banks and financial institutions listed therein](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921153981/tm2136245d1_ex10-21.htm) | | | | | | 8-K | | | | | | 10.21 | | | | | | 12/28/2021 | | |

| [removed: 10.19] [added: 10.17] | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Hull L34 at Chantiers de L’Atlantique S.A., dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., Hoediscus Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A. London Branch, HSBC Continental Europe, SMBC Bank International PLC, and the other banks and financial institutions listed therein](https://www.sec.gov/Archives/edgar/data/884887/000110465921153981/tm2136245d1_ex10-22.htm) | | | | | | 8-K | | | | | | 10.22 | | | | | | 12/28/2021 | | |

| [removed: 10.20] [added: 10.18] | | | | | | [Hull C34 Credit Agreement, dated as of July 24, 2017, as novated, amended and restated on the Actual Delivery Date pursuant to a Novation Agreement, dated as of July 24, 2017, by and between Royal Caribbean Cruises Ltd., Citibank N.A., Sumitomo Mitsui Banking Corporation [removed: Limited](https://www.sec.gov/Archives/edgar/data/884887/000088488722000008/a2021q4exhibit10142.htm)[,] [added: Limited,] Citibank Europe plc (UK Branch), and the banks and financial institutions as lender parties thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488722000008/a2021q4exhibit10142.htm) | | | | | | 10-K | | | | | | 10.142 | | | | | | 12/31/2021 | | |

| [removed: 10.21] [added: 10.19] | | | | | | [Hull L34 Credit Agreement, dated as of July 24, 2017, as novated, amended and restated on the Actual Delivery Date pursuant to a Novation Agreement, dated as of July 24, 2017, by and between Royal Caribbean Cruises Ltd., Citibank N.A., SMBC Bank International plc, Citibank Europe plc, and the banks and financial institutions as lender parties thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488722000018/a2022q1exhibit101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 3/31/2022 | | |

| [removed: 10.22] [added: 10.20] | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Hull L34, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank Europe PLC UK Branch, Citibank N.A. London Branch, SMBC Bank International PLC, and the other banks and financial institutions listed therein.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1010.htm) | | | | | | 10-Q | | | | | | 10.10 | | | | | | 6/30/2022 | | |

| [removed: 10.23] [added: 10.21] | | | | | | [Amendment [removed: Agreement](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1011.htm) [(Amended] [added: Agreement (Amended] and [removed: Restated)](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1011.htm) [in] [added: Restated) in] connection with the Credit Agreement in respect of Hull M34 at Chantiers de L’Atlantique S.A., dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., Houatorris Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A. London Branch, HSBC Continental Europe, SMBC Bank International PLC, and the other banks and financial institutions listed therein.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1011.htm) | | | | | | 10-Q | | | | | | 10.11 | | | | | | 6/30/2022 | | |

| [removed: 10.24] [added: 10.25] | | | | | | [Amendment No. [removed: 4] [added: 8] in connection with the Credit Agreement in respect of [removed: Icon 3 -] [added: Odyssey of the Seas –] Hull [removed: 1402,] [added: S-713,] dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, [removed: and] KfW IPEX-Bank [removed: GmbH.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1014.htm)] [added: GmbH, and the banks and financial institutions listed therein as mandated lead arrangers.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1021.htm)] | | | | | | 10-Q | | | | | | [removed: 10.14] [added: 10.21] | | | | | | 6/30/2022 | | |

| [removed: 10.25] [added: 10.23] | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of [removed: Symphony of the Seas -] Hull [removed: B34,] [added: C34,] dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank [added: Europe PLC UK Branch, Citibank] N.A. London Branch, [removed: Citibank Europe] [added: SMBC Bank International] PLC, and the [added: other] banks and financial institutions listed [removed: therein as mandated lead arrangers.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1015.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1016.htm)] | | | | | | 10-Q | | | | | | [removed: 10.15] [added: 10.16] | | | | | | 6/30/2022 | | |

| [removed: 10.26] [added: 10.24] | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Hull [removed: C34,] [added: A35 at Chantiers de L’Atlantique S.A.,] dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., [added: Palmeraie Finance Limited,] the lenders party thereto, Citibank Europe PLC UK Branch, [added: Citicorp Trustee Company Limited,] Citibank N.A. London Branch, [removed: SMBC Bank International PLC,] [added: HSBC Continental Europe,] and the [removed: other banks and financial institutions listed therein.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1016.htm)] [added: mandated lead arrangers party thereto.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1017.htm)] | | | | | | 10-Q | | | | | | [removed: 10.16] [added: 10.17] | | | | | | 6/30/2022 | | |

| [removed: 10.27] [added: 10.29] | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Hull [added: No.] A35 [removed: at Chantiers de L’Atlantique S.A.,] dated as of [removed: July 21, 2022,] [added: June 30, 2023,] between [removed: Royal Caribbean Cruises Ltd.,] [added: the Company,] Palmeraie Finance Limited, [removed: the lenders party thereto,] Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A. London Branch, HSBC Continental Europe, [removed: and] the [added: banks and financial institutions listed therein as] mandated lead arrangers [removed: party thereto.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1017.htm)] [added: and the banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit107.htm)] | | | | | | 10-Q | | | | | | [removed: 10.17] [added: 10.7] | | | | | | [removed: 6/30/2022] [added: 6/30/2023] | | |

| [removed: 10.28] [added: 10.27] | | | | | | [Amendment No. [removed: 8] [added: 9] in connection with the Credit Agreement in respect of [removed: Odyssey] [added: “Odyssey] of the [removed: Seas] [added: Seas”] – Hull S-713, dated as of [removed: July 21, 2022,] [added: June 30, 2023,] between [removed: Royal Caribbean Cruises Ltd.,] the [removed: lenders party thereto,] [added: Company,] KfW IPEX-Bank [removed: GmbH,] [added: GmbH as facility agent] and [added: Hermes agent,] the banks and financial institutions listed therein as mandated lead [removed: arrangers.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1021.htm)] [added: arrangers and the banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit104.htm)] | | | | | | 10-Q | | | | | | [removed: 10.21] [added: 10.4] | | | | | | [removed: 6/30/2022] [added: 6/30/2023] | | |

| [removed: 10.29] [added: 10.26] | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of “Symphony of the Seas” (ex Hull B34), dated as of June 30, 2023, between the Company, Citibank N.A. London Branch as ECA agent, Citibank Europe plc UK Branch as facility agent, and the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 6/30/2023 | | |

| [removed: 10.30] [added: 10.56] | | | | | | [Amendment No. [removed: 9] [added: 10] in connection with the Credit Agreement in respect of “Odyssey of the Seas” – Hull S-713, dated as of [removed: June 30, 2023,] [added: May 31, 2024,] between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed therein as [removed: lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit104.htm)] [added: lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit104.htm)] | | | | | | 10-Q | | | | | | 10.4 | | | | | | [removed: 6/30/2023] [added: 6/30/2024] | | |

| [removed: 10.31] [added: 10.28] | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of “Wonder of the Seas” (ex Hull C34), dated as of June 30, 2023, between the Company, Citibank N.A., London Bank, as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch as facility agent, the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit106.htm) | | | | | | 10-Q | | | | | | 10.6 | | | | | | 6/30/2023 | | |

| [removed: 10.32] [added: 10.61] | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Hull No. A35 dated as of [removed: June 30, 2023,] [added: May 31, 2024,] between the Company, Palmeraie Finance Limited, Citibank Europe [removed: PLC] [added: PLC,] UK Branch, Citicorp Trustee Company Limited, Citibank [removed: N.A.] [added: N.A.,] London Branch, HSBC Continental Europe, [removed: the banks] and [removed: financial institutions listed therein as mandated lead arrangers and] the banks and financial institutions listed therein as [removed: lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit107.htm)] [added: upsize lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit1012.htm)] | | | | | | 10-Q | | | | | | [removed: 10.7] [added: 10.12] | | | | | | [removed: 6/30/2023] [added: 6/30/2024] | | |

| [removed: 10.33] [added: 10.30] | | | | | | [Amendment [removed: Agreement](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit108.htm) [](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit108.htm)[(Amended] [added: Agreement (Amended] and [removed: Restated)](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit108.htm) [in] [added: Restated) in] connection with the Credit Agreement in respect of Hull No. M34, dated as of June 30, 2023, between the Company, Citibank N.A., London Bank, as global coordinator, SMBC Bank International plc as ECA agent and mandated lead arrangers, Citibank Europe plc, UK Branch as facility agent and the banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit108.htm) | | | | | | 10-Q | | | | | | 10.8 | | | | | | 6/30/2023 | | |

| [removed: 10.34] [added: 10.65] | | | | | | [Amended and Restated Credit Agreement, dated [removed: October 4, 2023,] [added: May 14, 2025,] by and among the Company, the various financial institutions as are or shall be parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lender [removed: parties (and as successor to The Bank of Nova Scotia).](https://www.sec.gov/Archives/edgar/data/884887/000110465923108475/tm2327997d1_ex10-1.htm)] [added: parties.](https://www.sec.gov/Archives/edgar/data/884887/000110465925049588/tm2515165d1_ex10-1.htm)] | | | | | | 8-K | | | | | | 10.1 | | | | | | [removed: 10/11/2023] [added: 5/15/2025] | | |

| [removed: 10.35] [added: 10.66] | | | | | | [Amended and Restated Credit Agreement, dated [removed: October 4, 2023,] [added: May 14, 2025,] by and among the Company, the various financial institutions as are or shall be parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lender [removed: parties (and as successor to Nordea Bank ABP, New York Branch)](https://www.sec.gov/Archives/edgar/data/884887/000110465923108475/tm2327997d1_ex10-2.htm)] [added: parties](https://www.sec.gov/Archives/edgar/data/884887/000110465925049588/tm2515165d1_ex10-2.htm).] | | | | | | 8-K | | | | | | 10.2 | | | | | | [removed: 10/11/2023] [added: 5/15/2025] | | |

| [removed: 10.36] [added: 10.31] | | | | | | [Amendment No. [removed: 5] [added: 7 (Amended and Restated)] in connection with the Credit Agreement in respect of “ICON [removed: 3”] [added: 1”] – Hull [removed: 1402,] [added: 1400,] dated as of [removed: August 11,] [added: September 5,] 2023, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, [removed: and] [added: BNP Paribas Fortis SA/NV as Finnvera agent,] the banks and financial institutions listed therein as [removed: lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000056/a2023q3exhibit101.htm)] [added: mandated lead arrangers and lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000056/a2023q3exhibit102.htm)] | | | | | | 10-Q | | | | | | [removed: 10.1] [added: 10.2] | | | | | | 9/30/2023 | | |

| [removed: 10.37] [added: 10.59] | | | | | | [Amendment No. [removed: 7](https://www.sec.gov/Archives/edgar/data/884887/000088488723000056/a2023q3exhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/884887/000088488723000056/a2023q3exhibit102.htm)[(Amended and Restated)](https://www.sec.gov/Archives/edgar/data/884887/000088488723000056/a2023q3exhibit102.htm) [in] [added: 8 in] connection with the Credit Agreement in respect of [removed: “ICON] [added: “Icon] 1” – Hull 1400, dated as of [removed: September 5, 2023,] [added: June 11, 2024,] between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions listed therein as mandated lead arrangers and [removed: lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000056/a2023q3exhibit102.htm)] [added: lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit108.htm)] | | | | | | 10-Q | | | | | | [removed: 10.2] [added: 10.8] | | | | | | [removed: 9/30/2023] [added: 6/30/2024] | | |

| [removed: 10.38] [added: 10.64] | | | | | | [Novation Agreement relating to a Secured Credit Facility Agreement for Hull No. [removed: N34 (Celebrity Xcel),] [added: B35,] dated [removed: December 22, 2023,] [added: March 28, 2025,] by and among the Company and the banks and financial institutions listed [removed: therein](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit10100.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/0000884887/000110465925030603/tm2510728d1_ex10-1.htm)] | | | | | | [removed: 10-K] [added: 8-K] | | | | | | [removed: 10.100] [added: 10.1] | | | | | | [removed: 12/31/2023] [added: 4/1/2025] | | |

| [removed: 10.39] [added: 10.32] | | | | | | [Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan (as amended)](https://www.sec.gov/Archives/edgar/data/884887/000088488717000020/rcl-20161231xex1017.htm) † | | | | | | 10-K | | | | | | 10.17 | | | | | | 12/31/2016 | | |

| [removed: 10.40] [added: 10.33] | | | | | | [Amended and Restated 2008 Equity Incentive Plan †](https://www.sec.gov/Archives/edgar/data/884887/000110465922068159/tm2217614d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 6/3/2022 | | |

| [removed: 10.41] [added: 10.34] | | | | | | [Form of Performance Shares Agreement pursuant to the 2008 Equity Incentive Plan, as amended and restated](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1041.htm) [removed: [](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1041.htm)[*](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1041.htm)[†](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1041.htm)] [added: [](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1041.htm)[†](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1041.htm)] | | | | | | [added: 10-K] | | | | | | [added: 10.41] | | | | | | [added: 12/31/2024] | | |

| [removed: 10.42] [added: 10.35] | | | | | | [Form of Performance Shares Agreement (Vesting into Retirement) pursuant to the 2008 Equity Incentive Plan, as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1042.htm) [](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1042.htm)[*](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1042.htm)[†](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1042.htm)] [added: restated †](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1042.htm)] | | | | | | [added: 10-K] | | | | | | [added: 10.42] | | | | | | [added: 12/31/2024] | | |

| [removed: 10.43] [added: 10.36] | | | | | | [Form of Restricted Stock Unit Agreement for Non-Employee Directors pursuant to the 2008 Equity Incentive Plan, as amended and restated](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1043.htm) [removed: [](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1043.htm)[*](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1043.htm)[†](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1043.htm)] [added: [†](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1043.htm)] | | | | | | [added: 10-K] | | | | | | [added: 10.43] | | | | | | [added: 12/31/2024] | | |

| 10.52 | | | | | | [E](https://www.sec.gov/Archives/edgar/data/884887/000088488726000007/a2025q4exhibit1052.htm)[mployment Agreement, dated as of](https://www.sec.gov/Archives/edgar/data/884887/000088488726000007/a2025q4exhibit1052.htm) [December](https://www.sec.gov/Archives/edgar/data/884887/000088488726000007/a2025q4exhibit1052.htm) [31](https://www.sec.gov/Archives/edgar/data/884887/000088488726000007/a2025q4exhibit1052.htm)[, 2025,](https://www.sec.gov/Archives/edgar/data/884887/000088488726000007/a2025q4exhibit1052.htm) [b](https://www.sec.gov/Archives/edgar/data/884887/000088488726000007/a2025q4exhibit1052.htm)[y and between the Company and Naftali Holtz](https://www.sec.gov/Archives/edgar/data/884887/000088488726000007/a2025q4exhibit1052.htm) [](https://www.sec.gov/Archives/edgar/data/884887/000088488726000007/a2025q4exhibit1052.htm)[*](https://www.sec.gov/Archives/edgar/data/884887/000088488726000007/a2025q4exhibit1052.htm)[†](https://www.sec.gov/Archives/edgar/data/884887/000088488726000007/a2025q4exhibit1052.htm) | | | | | | | | | | | | | | | | | | | | |

| 10.63 | | | | | | [Form of Exchange Agreement](https://www.sec.gov/Archives/edgar/data/884887/000110465925023199/tm259050d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/13/2025 | | |

| 10.67 | | | | | | [Novation Agreement relating to a Secured Credit Facility Agreement for Hull No. V35, dated June 25, 2025, by and among the Company and the banks and financial institutions listed therein.](https://www.sec.gov/Archives/edgar/data/0000884887/000110465925063656/tm2519254d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 6/27/2025 | | |

| 10.66 | | | | | | [Amendment No. 8 in connection with the Credit Agreement in respect of “Icon 1” – Hull 1400, dated as of June 11, 2024, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions listed therein as mandated lead arrangers and lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit108.htm) | | | | | | 10-Q | | | | | | 10.8 | | | | | | 6/30/2024 | | |

| 10.67 | | | | | | [Amendment No. 7](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit109.htm) [(Amended and Restated)](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit109.htm) [in connection with the Credit Agreement in respect of “Icon 2” - Hull 1401, dated as of June 11, 2024, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, and the banks and financial institutions listed therein as mandated lead arrangers and lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit109.htm) | | | | | | 10-Q | | | | | | 10.9 | | | | | | 6/30/2024 | | |

| 10.68 | | | | | | [Amendment No. 6 in connection with the Credit Agreement in respect of “Icon 3” – Hull 1402, dated as of June 11, 2024, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, and the banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit1010.htm) | | | | | | 10-Q | | | | | | 10.10 | | | | | | 6/30/2024 | | |

| 10.69 | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Hull No. A35 dated as of May 31, 2024, between the Company, Palmeraie Finance Limited, Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, and HSBC Continental Europe.](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit1011.htm) | | | | | | 10-Q | | | | | | 10.11 | | | | | | 6/30/2024 | | |

| 10.70 | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Hull No. A35 dated as of May 31, 2024, between the Company, Palmeraie Finance Limited, Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC Continental Europe, and the banks and financial institutions listed therein as upsize lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit1012.htm) | | | | | | 10-Q | | | | | | 10.12 | | | | | | 6/30/2024 | | |

| 10.72 | | | | | | [Amendment No.](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1072.htm) [8](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1072.htm) [in connection with the Credit Agreement in respect of “Icon 2” - Hull 1401, dated as of](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1072.htm) [December 5, 2024](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1072.htm)[, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, and the banks and financial institutions listed therein as mandated lead arrangers and lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1072.htm)[*](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1072.htm) | | | | | | | | | | | | | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 14, 2025.][added: 11, 2026.]

| Jason T. Liberty [removed: *Director] [added: *Chairman of the Board] and Chief Executive Officer* *(Principal Executive Officer)* | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#ib9efde03186645baae7857b803487b49_196)] [added: No.](#i24d2a10d1d1048da84a991aefddeb55c_202)] 238) | | | [removed: [F-](#ib9efde03186645baae7857b803487b49_196)[2](#ib9efde03186645baae7857b803487b49_196)] [added: [F-](#i24d2a10d1d1048da84a991aefddeb55c_202)[2](#i24d2a10d1d1048da84a991aefddeb55c_202)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss](#ib9efde03186645baae7857b803487b49_199))] [added: (Loss](#i24d2a10d1d1048da84a991aefddeb55c_205))] | | | [removed: [F-](#ib9efde03186645baae7857b803487b49_199)[4](#ib9efde03186645baae7857b803487b49_199)] [added: [F-](#i24d2a10d1d1048da84a991aefddeb55c_205)[4](#i24d2a10d1d1048da84a991aefddeb55c_205)] | | |

| [Consolidated Balance [removed: Sheets](#ib9efde03186645baae7857b803487b49_202)] [added: Sheets](#i24d2a10d1d1048da84a991aefddeb55c_208)] | | | [removed: [F-](#ib9efde03186645baae7857b803487b49_202)[5](#ib9efde03186645baae7857b803487b49_202)] [added: [F-](#i24d2a10d1d1048da84a991aefddeb55c_208)[5](#i24d2a10d1d1048da84a991aefddeb55c_208)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ib9efde03186645baae7857b803487b49_205)] [added: Flows](#i24d2a10d1d1048da84a991aefddeb55c_211)] | | | [removed: [F-](#ib9efde03186645baae7857b803487b49_205)[6](#ib9efde03186645baae7857b803487b49_205)] [added: [F-](#i24d2a10d1d1048da84a991aefddeb55c_211)[6](#i24d2a10d1d1048da84a991aefddeb55c_211)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#ib9efde03186645baae7857b803487b49_208)] [added: Equity](#i24d2a10d1d1048da84a991aefddeb55c_214)] | | | [removed: [F-](#ib9efde03186645baae7857b803487b49_208)[8](#ib9efde03186645baae7857b803487b49_208)] [added: [F-](#i24d2a10d1d1048da84a991aefddeb55c_214)[8](#i24d2a10d1d1048da84a991aefddeb55c_214)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#ib9efde03186645baae7857b803487b49_211)] [added: Statements](#i24d2a10d1d1048da84a991aefddeb55c_217)] | | | [removed: [F-](#ib9efde03186645baae7857b803487b49_211)[9](#ib9efde03186645baae7857b803487b49_211)] [added: [F-](#i24d2a10d1d1048da84a991aefddeb55c_217)[9](#i24d2a10d1d1048da84a991aefddeb55c_217)] | | |

We have audited the accompanying consolidated balance sheets of Royal Caribbean Cruises Ltd. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of comprehensive income (loss), [removed: shareholders’] [added: of shareholders'] equity and [added: of] cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

*Impairment Assessments – Silversea [removed: Cruises] Reporting Unit Goodwill and Trade Name*

As described in Notes 2, 4 and 5 to the consolidated financial statements, as of December 31, [removed: 2024] [added: 2025] the Company’s consolidated goodwill balance was $808 million and the goodwill associated with the Silversea [removed: Cruises] reporting unit was $509 million.

The Company’s consolidated indefinite-life intangible assets balance was $321 [removed: million] [added: million, of] which [removed: primarily] [added: $319 million] relates to the Silversea [removed: Cruises] trade [removed: name of $319 million.][added: name.]

The quantitative impairment assessment consists of a comparison of the fair value of the reporting unit or asset with [removed: its] [added: it’s] carrying value.

Fair value is estimated by management using a probability weighted discounted cash flow model in combination with [removed: a] market-based valuation [removed: approach] [added: approaches] for reporting units and a relief-from-royalty method for trade [removed: names.][added: name.]

The principal considerations for our determination that performing procedures relating to the impairment assessments of the Silversea [removed: Cruises] reporting unit goodwill and trade name is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the Silversea [removed: Cruises] reporting unit and trade name; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to forecasted revenues per available passenger cruise [removed: day,] [added: day and] occupancy rates from existing [removed: vessels, terminal growth rates, and discount rates for the goodwill and trade name impairment assessments, vessel operating expenses for the goodwill impairment assessment and the royalty rate for the trade name impairment assessment;] [added: vessels;] and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s goodwill and [removed: trade name] [added: indefinite -life intangible asset] impairment assessments, including controls over the valuation of the Silversea [removed: Cruises] reporting unit and trade name.

These procedures also included, among [removed: others,] [added: others] (i) testing management’s process for developing the fair value estimates; (ii) evaluating the appropriateness of the probability weighted discounted cash flow model and relief-from-royalty [removed: method] [added: methods] used by management; (iii) testing the completeness and accuracy of underlying data used in the probability weighted discounted cash flow model and relief-from-royalty [removed: method;] [added: methods;] and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenues per available passenger cruise [removed: day,] [added: day and] occupancy rates from existing [removed: vessels, terminal growth rates, and discount rates for the goodwill and trade name impairment assessments, vessel operating expenses for the goodwill impairment assessment, and the royalty rate for the trade name impairment assessment.][added: vessels.]

Evaluating management’s assumptions related to forecasted revenues per available passenger cruise [removed: day,] [added: day and] occupancy rates from existing [removed: vessels, vessel operating expenses and terminal growth rates] [added: vessels] involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit and the Silversea [removed: Cruises] brand; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating [removed: (i)] the appropriateness of the probability weighted discounted cash flow model and [removed: relief-from-royalty method and (ii)] the [removed: reasonableness of the discount rate and royalty rate assumptions.][added: relief-from-royalty methods.]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Passenger ticket revenues | | | $ | [removed: 11,499] [added: 12,515] | | | | | $ | [removed: 9,568] [added: 11,499] | | | | | $ | [removed: 5,793] [added: 9,568] | |

| Onboard and other revenues | | | [removed: 4,986] [added: 5,419] | | | | | | [removed: 4,332] [added: 4,986] | | | | | | [removed: 3,047] [added: 4,332] | | |

| Total revenues | | | [removed: 16,484] [added: 17,935] | | | | | | [removed: 13,900] [added: 16,484] | | | | | | [removed: 8,840] [added: 13,900] | | |

| Commissions, transportation and other | | | [removed: 2,250] [added: 2,369] | | | | | | [removed: 2,001] [added: 2,250] | | | | | | [removed: 1,357] [added: 2,001] | | |

| Onboard and other | | | [removed: 909] [added: 981] | | | | | | [removed: 809] [added: 909] | | | | | | [removed: 597] [added: 809] | | |

| Payroll and related | | | [removed: 1,301] [added: 1,366] | | | | | | [removed: 1,197] [added: 1,301] | | | | | | [removed: 1,288] [added: 1,197] | | |

| Food | | | [removed: 934] [added: 1,019] | | | | | | [removed: 819] [added: 934] | | | | | | [removed: 653] [added: 819] | | |

| Fuel | | | [removed: 1,160] [added: 1,146] | | | | | | [removed: 1,150] [added: 1,160] | | | | | | [removed: 1,073] [added: 1,150] | | |

| Other operating | | | [removed: 2,098] [added: 2,202] | | | | | | [removed: 1,799] [added: 2,098] | | | | | | [removed: 1,648] [added: 1,799] | | |

| Total cruise operating expenses | | | [removed: 8,652] [added: 9,083] | | | | | | [removed: 7,775] [added: 8,652] | | | | | | [removed: 6,616] [added: 7,775] | | |