What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2024-07-25 compared with 2024-04-25 · 31 added, 19 removed, 15 unchanged (77% of the section changed)

1 unchanged sentence

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.

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.

During the quarter ended June 30, 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 May 30, 2024 , Laura Hodges Bethge , the President of Celebrity Cruises, entered into a 10b5-1 trading arrangement that provides for the sale of up to 3,073 shares of the Company’s common stock, subject to certain conditions.

The arrangement's expiration date is January 31, 2025.

The foregoing trading arrangement was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions.

10.1 Amendment Agreement in connection with the Credit Agreement in respect of “Symphony of the Seas” (ex Hull B34), dated as of May 31, 2024, 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.

10.2 Amendment Agreement in connection with the Credit Agreement in respect of “Wonder of the Seas” (ex Hull C34), dated as of May 31, 2024, between the Company, 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 mandated lead arrangers and the banks and financial institutions listed therein as lenders.

10.3 Amendment No.

9 in connection with the Credit Agreement in respect of “Spectrum of the Seas” – Hull S-700, dated as of May 31, 2024, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent and the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed therein as lenders.

10.4 Amendment No.

10 in connection with the Credit Agreement in respect of “Odyssey of the Seas” – Hull S-713, dated as of 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 lenders.

10.5 Amendment Agreement in connection with the Credit Agreement in respect of Hull L34, dated as of May 31, 2024, between the Company, Citibank Europe PLC, UK Branch as facility agent, Citibank N.A., London Branch, as global coordinator, and SMBC Bank International PLC as ECA agent.

10.6 Amendment Agreement in connection with the Credit Agreement in respect of Hull No.

M34, dated as of May 31, 2024, between the Company, Citibank N.A., London Branch, as global coordinator, SMBC Bank International plc as ECA agent and mandated lead arrangers, Citibank Europe plc, UK Branch as facility agent.

10.7 Amendment Agreement in connection with the Credit Agreement in respect of Hull No.

N34, dated as of May 31, 2024, between the Company, Advantedge Limited, Citibank N.A., London Branch, as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch as facility agent, and HSBC Continental Europe.

10.8 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.

10.9 Amendment No.

7 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.

10.10 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.

10.11 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.

10.12 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.

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

4 unchanged sentences

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;

for the period ended June 30, 2024, formatted in iXBRL (Inline extensible Reporting Language) are filed herewith:

(i) the Consolidated Statements of Comprehensive Income (Loss) for quarter and six months ended June 30, 2024 and 2023;

(ii) the Consolidated Balance Sheets at June 30, 2024 and December 31, 2023;

(iii) the Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023;

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

5 unchanged sentences

Chief Financial Officer

April 25, 2024 (Principal Financial Officer and duly authorized signatory)

July 25, 2024 (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 5. Other Information