What changed in this filing

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Item 5. Other Information

2024-10-29 compared with 2024-07-25 · 17 added, 31 removed, 15 unchanged (76% of the section changed)

1 unchanged sentence

Rule 10b5-1 Plan Elections

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.

During the quarter ended September 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).

4.1 Indenture, dated as of August 12, 2024, between Royal Caribbean Cruises Ltd.

and The Bank of New York Mellon Trust Company, N.A., as trustee.

(incorporated by re ference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 12, 2024)

4.2 Form of 6.000% Senior Notes due 2033 ( incorporated by reference to Exhibit 4.

2 to the Company's Current Report on Form 8-K filed on August 12, 2024)

4.3 Indenture, dated as of September 26, 2024, between Royal Caribbean Cruises Ltd.

and The Bank of New York Mellon Trust Company, N.A., as trustee.

(i ncorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on September 26, 2024)

4.4 Form of 5.625% Senior Notes due 2031 (incorporated by reference to Exhibit 4.

2 to the Company's Current Report on Form 8-K filed on September 26, 2024)

10.1 F orm of Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 6, 2024 ).

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 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;

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

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

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

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

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

5 unchanged sentences

Chief Financial Officer

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

October 29, 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