Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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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 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.

PeriodTotal number of shares purchasedAverage price paid per shareTotal 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, 2025793,232286.29793,232$118,000,000
November 1, 2025 - November 30, 2025412,805285.32412,805$—
December 1, 2025 - December 31, 2025576,701276.06576,701$1,841,000,000
Total1,782,7381,782,738

(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

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, 2020 to December 31, 2025.

3864

12/2012/2112/2212/2312/2412/25
Royal Caribbean Cruises Ltd.100.00102.9666.18173.37310.30380.05
S&P 500100.00128.71105.40133.10166.40196.16
Dow Jones U.S. Travel & Leisure100.00111.4988.90120.98141.29152.06

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, 2020 and that all dividends were reinvested. Past performance is not necessarily an indicator of future results.

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