Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Plan Elections
During the quarter ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows:
On February 14, 2024 , Michael W. Bayley , the President and Chief Executive Officer of Royal Caribbean International, entered into a 10b5-1 trading arrangement that provides for the sale of up to 73,356 shares of the Company’s common stock, subject to certain conditions. This includes all common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of 58,941 restricted stock units and 91,360 performance share awards. The arrangement's expiration date is August 30, 2024.
On February 23, 2024 , R. Alexander Lake , Chief Legal Officer and Secretary of the Company , entered into a 10b5-1 trading arrangement providing for the sale of up to 7,750 shares, subject to certain conditions. The arrangement's expiration date is February 21, 2025.
The foregoing trading arrangements were entered into during an open insider trading window and are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions.
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Item 6. Exhibits
4.1 Indenture, dated as of March 7, 2024, between Royal Caribbean Cruises Ltd. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 on the Company's Current Report on Form 8-K filed on March 7, 2024).
4.2 Form of 6.250% Senior Notes due 2032 (incorporated by reference to Exhibit 4.2 on the Company's Current Report on Form 8-K filed on March 7, 2024).
10.1 Employment Agree ment, dated May 1, 2023, between Ce lebrity Cruises Inc. and Laura Hodges Bethge.
31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1 Certifications of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code**
** Furnished herewith
Interactive Data File
101 The following financial statements of Royal Caribbean Cruises Ltd. for the period ended March 31, 2024, formatted in iXBRL (Inline extensible Reporting Language) are filed herewith:
(i) the Consolidated Statements of Comprehensive Income (Loss) for quarter ended March 31, 2024 and 2023;
(ii) the Consolidated Balance Sheets at March 31, 2024 and December 31, 2023;
(iii) the Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023; and
(iv) the Notes to the Consolidated Financial Statements, tagged in summary and detail.
104 Cover page interactive data file (the cover page XBRL tags are embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ROYAL CARIBBEAN CRUISES LTD.
(Registrant)
/s/ NAFTALI HOLTZ
Naftali Holtz
Chief Financial Officer
April 25, 2024 (Principal Financial Officer and duly authorized signatory)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.