What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2022-05-05 compared with 2021-10-29 · 23 added, 21 removed, 14 unchanged (76% of the section changed)

1 unchanged sentence

Share Repurchases

There were no repurchases of common stock during the quarter ended September 30, 2021.

As of September 30, 2021, the 24-month common stock repurchase program authorized by our board of directors on May 9, 2018 had expired.

The following table provides information about our repurchase of common stock during the quarter ended March 31, 2022.

There were no repurchases of common stock during the quarter ended March 31, 2022.

In connection with our debt covenant waivers, we agreed with our lenders not to engage in stock repurchases for so long as our debt covenant waivers are in effect.

4.1 Indenture, dated August 19, 2021, among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent , transfer agent and registrar (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 19, 2021).

10.1 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 .*

10.2 Fourth Supplemental Agreement 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.*

10.3 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.*

10.4 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.

10.5 Amendment No.

3 in connection with the Credit Agreement in respect of Hull S-719, dated as of September 27, 2021, between Silversea Cruise Holding Ltd., Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH and the banks and financial institutions party thereto.*

10.6 Amendment No.

3 in connection with the Credit Agreement in respect of Hull S-720, dated as of September 27, 2021, between Silversea Cruise Holding Ltd., Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH and the banks and financial institutions party thereto.

In addition, in the event we engage in share repurchases, we will need to repay the amounts deferred under our export credit facilities.

Period Total number of shares purchased (1)

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

January 1, 2022 - January 31,2022 — — — $ —

February 1, 2022 - February 28, 2022 135,398 16.77 — $ —

March 1, 2022 - March 31, 2022 — — — $ —

Total 135,398 $ 16.77

(1) Includes shares related to employee stock plans;

primarily 106,965 performance shares issued that did not vest as the performance criteria was not met and were repurchased at par value of $0.01 per share.

Additionally, shares were withheld by us to cover withholding taxes due at the election of certain holders.

3.1 Amended and Restated By-laws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 11, 2022).

4.1 Indenture, dated March 29, 2021, among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent, registrar and security agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 30, 2021).

10.1 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*

31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*

5 unchanged sentences

101 The following financial statements of Royal Caribbean Cruises Ltd.

for the period ended September 30, 2021, formatted in iXBRL (Inline extensible Reporting Language) are filed herewith:

(i) the Consolidated Statements of Comprehensive Loss for the quarters and nine months ended September 30, 2021 and 2020;

(ii) the Consolidated Balance Sheets at September 30, 2021 and December 31, 2020;

(iii) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020;

for the period ended March 31, 2022, formatted in iXBRL (Inline extensible Reporting Language) are filed herewith:

(i) the Consolidated Statements of Comprehensive Income (Loss) for the quarter ended March 31, 2022 and 2021;

(ii) the Consolidated Balance Sheets at March 31, 2022 and December 31, 2021;

(iii) the Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021;

(iv) the Notes to the Consolidated Financial Statements, tagged in summary and detail.

2 unchanged sentences

ROYAL CARIBBEAN CRUISES LTD.

Executive Vice President, Chief Financial Officer

October 29, 2021 (Principal Financial Officer and duly authorized signatory)

/s/ NAFTALI HOLTZ

Naftali Holtz

Chief Financial Officer

May 5, 2022 (Principal Financial Officer and duly authorized signatory)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities