What changed in this filing

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Item 1. Business

2026-02-11 compared with 2025-02-14 · 184 added, 173 removed, 544 unchanged (40% of the section changed)

We are one of the leading cruise companies in the world.

We own and operate three global cruise brands:

Royal Caribbean, Celebrity Cruises and Silversea Cruises (collectively, our "Global Brands").

We are a vacation industry leader, owning and operating three global cruise vacation brands:

Royal Caribbean, Celebrity Cruises and Silversea (collectively, our "Global Brands").

We also own a 50% joint venture interest in TUI Cruises GmbH ("TUIC"), which operates the German brands TUI Cruises and Hapag-Lloyd Cruises (collectively, our "Partner Brands").

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Our ships offer a selection of worldwide itineraries that call on more than 1,000 destinations on all seven continents.

We compete principally by operating our portfolio of valued brands that deliver vacation experiences known for exceptional product offerings and service provided by our dedicated crew.

Our competitive edge is grounded in our focus on innovation, best evidenced in the quality and variety of ships in our fleet, our growing portfolio of private destinations and experiences, and a range of itineraries and global destinations tailored to meet diverse guest preferences.

We also own a growing portfolio of private land-based destinations, including our Perfect Day and Royal Beach Club collections.

Our competitive edge is grounded in our focus on innovation, best evidenced in the quality and variety of ships in our fleet, our exceptional product offerings and service provided by our dedicated crew, our growing portfolio of private destinations and experiences, the range of itineraries and global destinations tailored to meet diverse guest preferences, and our use and leveraging of technology.

By continually reimagining vacation possibilities and investing in the maintenance and enhancement of our fleet, we inspire both new travelers and loyal repeat guests to embark on unforgettable journeys with us.

Royal Caribbean was founded in 1968 as a partnership.

The Company was founded in 1968 as a partnership.

Its corporate structure has evolved over the years and the current parent corporation, Royal Caribbean Cruises Ltd., was incorporated on July 23, 1985 in the Republic of Liberia under the Business Corporation Act of Liberia.

Our Global Brands

Our Global Brands include Royal Caribbean, Celebrity Cruises, and Silversea Cruises.

Our Global Brands include Royal Caribbean, Celebrity Cruises, and Silversea.

We believe our Global Brands possess the versatility to enter multiple market segments within the vacation industry.

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Royal Caribbean is the world's largest cruise vacation brand.

The brand competes in both the contemporary family market and premium segments of the vacation industry appealing to both families with children of all ages and older and younger couples.

The brand competes in both the contemporary family market and premium segment of the vacation industry appealing to both families with children of all ages and older and younger couples.

Royal Caribbean offers vacation experiences that generally feature a casual ambiance, as well as a variety of activities and entertainment venues.

We believe that the quality of the Royal Caribbean brand allows it to achieve market coverage that is among the broadest of any of the major cruise brands in the cruise vacation industry.

We believe the quality of the Royal Caribbean brand allows it to achieve market coverage that is among the broadest of any of the major cruise brands in the cruise vacation industry.

Royal Caribbean's strategy is to attract an array of vacationing guests by offering a wide variety of itineraries to destinations worldwide, including Alaska, Asia, Australia, the Bahamas, Bermuda, Canada, the Caribbean, Europe, the Panama Canal and New Zealand, with cruise lengths generally ranging from three to 14 nights.

Royal Caribbean offers multiple innovative options for onboard dining, entertainment and other onboard activities.

Royal Caribbean offers multiple innovative options for onboard dining, activities, entertainment, and access to exclusive destinations and land-based experiences.

Because of the brand’s ability to deliver extensive and innovative product offerings at an excellent value to consumers, we believe Royal Caribbean is well positioned to attract new consumers to cruising and to continue to bring loyal repeat guests back for their next vacation.

Royal Caribbean operates 29 ships with an aggregate capacity of approximately 111,000 berths.

Additionally, as of December 31, 2024, Royal Caribbean had three ships on order with an aggregate capacity of approximately 16,900 berths.

The ships on order include the second Icon-class ship, Star of the Seas, the third Icon-class ship, and the seventh Oasis-class ship, which are expected to be delivered in 2025, 2026, and 2028, respectively.

In addition, during 2024, we entered into an agreement with Meyer Turku Oy to build a fourth Icon-class ship for delivery in 2027.

The agreement is contingent upon completion of certain conditions precedent including financing.

Additionally, as of December 31, 2025, Royal Caribbean had four ships on order with an aggregate capacity of approximately 22,500 berths.

The ships on order include the third Icon-class ship, Legend of the Seas, which is expected to be delivered in 2026, the fourth and fifth Icon-class ships, which are expected to be delivered in 2027 and 2028, respectively, and the seventh Oasis-class ship, which is expected to be delivered in 2028.

Additionally, we signed a memorandum of understanding to build two ships of a new generation, known as Discovery-class, which are expected to enter service in 2029 and 2032, respectively.

Royal Caribbean is also operating three exclusive private destinations, with plans to expand to 7 by 2028 through its Perfect Day and Royal Beach Club collections.

Celebrity Cruises

Celebrity Cruises is positioned within the premium segment of the vacation industry.

Celebrity Cruises’ strategy is to target consumers by delivering a destination-rich experience on upscale ships that offer, among other things, excellent food and drink, elevated hospitality, world-class spaces and accommodations, and live entertainment.

Celebrity Cruises’ strategy is to target consumers by delivering a destination-rich experience on upscale ships that offer, among other things, excellent food

and drink, elevated hospitality, world-class spaces and accommodations, and live entertainment.

Celebrity Cruises offers a range of itineraries to destinations, including Alaska, Asia, Australia, Bermuda, Canada, the Caribbean, Europe, the Galapagos Islands, Hawaii, New Zealand, the Panama Canal and South America, with cruise lengths generally ranging from three to 18 nights.

Celebrity Cruises operates 15 ships with an aggregate capacity of approximately 38,900 berths.

As of December 31, 2024, Celebrity Cruises had one Edge-class ship on order, Celebrity Xcel, with an aggregate capacity of approximately 3,250 berths, which is expected to be delivered in 2025.

In addition, during 2024, we entered into an agreement with Chantiers de l' Atlantique to build a sixth Edge-class ship for delivery in 2028.

The agreement is contingent upon completion of certain conditions precedent including financing.

Silversea Cruises

Silversea Cruises is an ultra-luxury and expedition cruise line with smaller ships, high standards of accommodations, fine dining, personalized service and exotic itineraries.

Silversea Cruises delivers distinctive destination experiences by visiting unique and remote destinations, including the Galapagos Islands, Antarctica and the Arctic with cruise itineraries generally ranging from six to 25 nights.

Silversea Cruises operates 12 ships, with an aggregate capacity of approximately 5,500 berths.

As of December 31, 2025, Celebrity Cruises had one Edge-class ship on order, Celebrity Xcite, with an aggregate capacity of approximately 3,250 berths, which is expected to be delivered in 2028.

In 2025, Celebrity Cruises announced the launch of Celebrity River Cruises, offering a premium river cruise vacation with a new fleet including agreements for the commitment of an initial order of 10 ships.

Subsequently, in January 2026 we entered into additional commitments for 10 new ships that will expand the river cruise fleet to 20 vessels.

The first four river cruise ships on order have an aggregate capacity of approximately 680 berths, including Celebrity Compass, and Celebrity Seeker , which are expected to be delivered in 2027, and two other river cruise ships expected to be delivered in 2028.

Silversea is an ultra luxury and expedition travel brand that features smaller ships, high standards of accommodations, fine dining, personalized service and exotic itineraries.

Silversea delivers distinctive destination experiences by visiting unique and remote destinations, including the Galapagos Islands, Antarctica and the Arctic with cruise itineraries generally ranging from six to 24 nights.

Silversea operates 12 ships, with an aggregate capacity of approximately 5,500 berths.

Our Partner Brands

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All onboard activities, services, shore excursions and menu offerings are designed to suit the preferences of this target market.

TUI Cruises operates seven ships, with an aggregate capacity of approximately 18,700 berths.

Additionally, as of December 31, 2024, TUI Cruises had two ships on order with an aggregate capacity of approximately 8,200 berths, which are expected to be delivered in 2025 and 2026, respectively.

TUI Cruises operates eight ships, with an aggregate capacity of approximately 22,700 berths.

Additionally, as of December 31, 2025, TUI Cruises had three ships on order with an aggregate capacity of approximately 12,300 berths, which are expected to be delivered in 2026, 2031, and 2032, respectively.

Hapag-Lloyd Cruises operates two luxury liners and three smaller expedition ships, with an aggregate capacity of approximately 1,620 berths.

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Financial Statements and Supplementary Data for further details.

The global vacation industry represents a large and expanding market of over $2 trillion, our company currently holds a small share of this market, and we believe our differentiated vacation ecosystem and strategic expansion initiatives provide a compelling opportunity to capture additional market share.

In addition, consumers prioritizing experiences over goods is another reason supporting this growth.

The cruising industry is a well-established vacation sector in the North American, European and Australian markets and a developing sector in several other emerging markets.

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Industry data indicates that market penetration rates are increasing but still low and that a significant portion of cruise guests carried are first-time cruisers.

Despite the increase in market penetration rates during 2024, we believe there is an opportunity for long-term growth and a potential for increased profitability.

We continue to believe there is opportunity for long-term growth and increased profitability for the cruising industry.

Industry market penetration rates (computed based on the number of annual cruise guests as a percentage of the total population) grew from 3.36% to 3.89% for North America, from 1.25% to 1.41% for Europe, and from 0.08% to 0.20% for Asia/Pacific during the five year period from 2015 through 2019.

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As of December 31, 2025, there were approximately 47 ships on order with an estimated 113,000 berths that are expected to be placed in service in the global cruise market through 2029, not taking into account ships taken out of service or ordered during these periods.

The global cruise industry carried approximately 36 million guests in 2024, 32 million cruise guests in 2023 and approximately 20 million in 2022.

The following table details the growth in global weighted average berths and the percentage of North American, European and Asia/Pacific cruise guests for 2024, 2023, 2022 and for each of the two years prior to the 2020 suspension of global cruise operations (in millions, except berth data):

The global cruise industry carried approximately 37 million guests in 2025, 35 million guests in 2024, and 32 million guests in 2023.

The following table details the growth in global weighted average berths and the percentage of North American, European and Asia/Pacific cruise guests for 2025, 2024, 2023, 2022, and for 2019, the year prior to the 2020 suspension of global cruise operations (in millions, except berth data):

Supply of Berths

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Australia and New Zealand) regions.

The decrease in Asia/Pacific cruise guests from 2019 to 2024 is partly driven by lack of cruise supply and itineraries in China through the first half 2023.

We compete with a number of cruise lines as well as land-based vacation alternatives for consumers’ leisure time.

The decrease in Asia/Pacific cruise guests from 2019 to 2025 is partly driven by lack of cruise supply and itineraries in China.

We compete within the global vacation industry primarily with a number of cruise lines as well as land-based vacation alternatives for consumers’ leisure time.

These include resorts (including all-inclusive resorts), hotels, internet-based alternative lodging sites, theme parks, sports, nature and sightseeing destinations.

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Our mission is to deliver the best vacation experiences responsibly.

We continue to prioritize operating strategies that support this mission, working with our various business and community partners as we build toward a more sustainable cruise industry.

We continue to prioritize operating strategies that support this mission, working with our various business and community partners as we build toward a more sustainable

cruise industry.

Our Company's operating strategies are as follows:

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• focus on cost efficiency, capital allocation and liquidity, with the overall goals of maximizing our return on invested capital and long-term shareholder value;

• strategically invest in our fleet through the upgrade and maintenance of existing ships and the transfer of key innovations, while prudently expanding our fleet with new state-of-the-art cruise ships;

• strategically invest in our fleet through the upgrade and maintenance of existing ships and the deployment of key innovations, while prudently expanding our fleet with new state-of-the-art vessels;

• capitalize on the portability and flexibility of our ships by deploying them into those markets and itineraries that provide opportunities to optimize returns, while continuing our focus on existing key markets;

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Our efforts in these areas are managed by several departments within the Company that are responsible for maritime safety, global security, environmental stewardship and medical/public health activities.

We also have a dedicated committee of our Board of Directors, the Safety, Environment, Sustainability and Health Committee, which is responsible for reviewing and monitoring our overall strategies, policies and programs that impact the safety and health of our guests and crew.

We also have a dedicated committee of our Board of Directors ("Board"), the Safety, Environment, Sustainability and Health Committee, which is responsible for reviewing and monitoring our overall strategies, policies and programs that impact the safety and health of our guests and crew, as well as environmental and sustainability topics.

Consumer engagement

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Destination Net Zero is our decarbonization strategy that focuses on achieving net zero emissions by 2050 and delivering a net zero capable ship by 2035.

This strategy also includes reducing our carbon intensity by double digits by 2025, compared to 2019, which we achieved one year early in 2024.

This strategy also includes reducing our carbon intensity by 15% or greater as compared to 2024 by 2027.

Destination Net Zero’s four-pronged approach includes:

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Our SEA the Future commitment and annual sustainability report, both of which are accessible on our corporate website, highlight our commitment and progress made with regards to those corporate responsibility aspects of our business that we believe are most significant to our organization and stakeholders.

In addition to providing an overview on our sustainability efforts, the report references the guidelines of the Global Reporting Initiative and is aligned with the Sustainability Accounting Standards Boards Industry Standards for Cruise Lines.

We continue to advance our reporting following the recommendations of the Task Force on Climate Related Financial Disclosures (TCFD).

In addition to providing an overview on our sustainability efforts, the sustainability report references the guidelines of the Global Reporting Initiative and is aligned with the Sustainability Accounting Standards Boards Industry Standards for Cruise Lines.

We continue to use the recommendations of the Task Force on Climate Related Financial Disclosures (TCFD) in preparing our report.

Our corporate website contains the current version of our reports which provide information about our environmental performance goals and sustainability initiatives.

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Investing in our workforce

We believe that our employees, both shipboard and shoreside, are a critical success factor for our business.

We believe that our employees are a critical success factor for our business.

We strive to identify, hire, develop, motivate and retain the best employees, who provide our guests with extraordinary vacations.

Our Talent and Compensation Committee of our Board of Directors oversees the Company's human capital management strategies, including initiatives for talent management, and a thriving corporate culture.

Our Talent and Compensation Committee of our Board oversees the Company's human capital management strategies, including initiatives for talent management, and a thriving corporate culture.

We focus on providing our employees with a competitive compensation structure, development opportunities, and other personal and professional growth opportunities in order to strengthen and support our human capital.

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We strive to maintain a work environment that reinforces collaboration, motivation and innovation, and believe that maintaining a strong employee-focused culture is beneficial to the growth and expansion of our business.

We foster belonging and trust and respect for all among our broad employee base.

We foster belonging, trust and respect for all among our broad employee base.

Refer to the Human Capital section below for further information.

Global awareness and market penetration

We increase brand awareness and market penetration of our cruise brands in various ways, including the use of communication strategies and marketing campaigns designed to emphasize the qualities of each brand, especially among target groups.

We increase brand awareness and market penetration of our cruise vacation brands in various ways, including the use of communication strategies and marketing campaigns designed to emphasize the qualities of each brand, especially among target groups.

Our marketing strategies include the use of travel advisors, traditional media, mobile and digital media as well as social media, influencers, our websites, and sponsorships.

Our brands also engage past and potential guests by collaborating with travel partners and through call centers, international offices and international representatives.

In addition, our Global Brands target repeat guests with exclusive benefits offered through their respective loyalty programs, which effective June 2024, includes loyalty status match across our brand portfolio.

In addition, our Global Brands target repeat guests with exclusive benefits offered through their respective loyalty programs, including loyalty status match across our brand portfolio.

We sell and market our Global Brands to guests outside of the United States and Canada through the combined efforts of internationally focused internal resources and a network of independent international representatives located throughout the world.

While the majority of our guests for our Global Brands come from North America, we also sell and market our cruise brands to guests in countries outside of North America by tailoring itineraries and onboard product offerings to the cultural characteristics and preferences of our international guests.

While the majority of our guests for our Global Brands come from North America, we also sell and market our cruise vacation brands to guests in countries outside of North America by tailoring itineraries and onboard product offerings to the cultural characteristics and preferences of our international guests.

In addition, we explore opportunities that may arise to acquire or develop brands tailored to specific markets.

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We are focused on maintaining a strong liquidity position and a balanced debt maturity profile, while ensuring appropriate leverage, opportunistically reducing interest expense, and maintaining an unsecured balance sheet.

During 2024, we achieved investment grade metrics and proactively eliminated all secured and guaranteed debt.

We believe these strategies together with our continued focus on increasing operating income and margin, as well as disciplined capital allocation, enhance our ability to achieve our overall goal of maximizing our return on invested capital and long-term shareholder value.

Delivery of state-of-the-art cruise ships, and fleet upgrade and maintenance

Delivery of state-of-the-art vessels, and fleet upgrade and maintenance

We place a strong focus on innovation, which we seek to achieve by introducing new concepts on our new ships and continuously making improvements to our existing fleet, such as large-scale atriums, double hulls for increased safety, and advanced steel structures.

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Our newer vessels traditionally generate higher revenue yield premiums and are more efficient and environmentally friendly to operate than older vessels.

In 2023, we introduced three new vessels to our fleet, including Royal Caribbean’s new flagship – Icon of the Seas , Celebrity Cruises – Celebrity Ascent , and Silversea Cruises's – Silver Nova .

Both Icon of the Seas and Silver Nova are the first vessels of a new class.

Royal Caribbean’s Icon of the Seas , and Silversea's Silver Nova are the first vessels of a new class that were previously introduced in 2023.

For Royal Caribbean, new features on Icon of the Seas include a dedicated family neighborhood called “Surfside”, a pool deck featuring the largest swimming pool and waterpark at sea, and the “Aquadome” showcasing the tallest waterfall at sea in an 82-foot-tall dome.

For Celebrity Cruises, Celebrity Ascent represents an evolution of Celebrity Beyond and builds on the innovation that the Edge series of ships have brought to market.

For Silversea, Silver Nova is amongst our most environmentally friendly and energy efficient ships to date.

In 2024, Royal Caribbean introduced Utopia of the Seas, and Silversea Cruises introduced Silver Ray.

In 2025, Royal Caribbean introduced Star of the Seas, and Celebrity Cruises introduced Celebrity Xcel.

Each of these ships represent the evolution of their class and the latest ships for each brand.

As of December 31, 2024, our Global Brands and Partner Brands have six ships on order.

Additionally, in 2025, Celebrity Cruises announced the launch of Celebrity River Cruises with a new innovative fleet.

New features on the first river cruises Celebrity Compass and Celebrity Seeker , expected to launch in 2027, include open-air decks, the Magic Edge Dining;

cantilevered dining pods offering over-the-water dining, and spacious staterooms including the infinite veranda concept.

As of December 31, 2025, our Global Brands and Partner Brands have 12 ships on order.

Refer to the Operations section below for further information on our ships on order.

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The portability of our ships allows us to deploy our ships to meet demand within our existing and new cruise markets.

We make deployment decisions generally 18 to 32 months in advance, with the goal of optimizing the overall profitability of our portfolio.

We make deployment decisions generally 18 to 32 months in advance, with the goal of

optimizing the overall profitability of our portfolio.

Additionally, the infrastructure investments we have made to create a flexible global sourcing model have made our brands relevant in a number of markets around the world, which allows us to be opportunistic and source the highest yielding guests for our itineraries.

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Destination experiences and port facilities

In order to provide unique destination experiences to our guests, we have and continue to invest in our private land destinations.

Our Perfect Day Collection represents our initiative to develop a series of private destinations in key markets.

In order to provide unique destination experiences to our guests, we have and continue to invest in our private land-based destinations.

Our Perfect Day Collection represents our initiative to develop a series of exclusive private destinations in key markets.

The first island in the collection, Perfect Day at CocoCay, includes a wide range of attractions, such as a full water park, zip line course, freshwater pools, helium balloon ride, splash pads and a beach club.

In January 2024, we completed an expansion of Perfect Day at CocoCay with the delivery of Hideaway Beach, an adults-only experience.

In October 2024, we announced the second destination in our Perfect Day Collection, Perfect Day Mexico, a Mexican inspired Royal Caribbean destination experience expected to open in 2027, and will serve our Western Caribbean itineraries from

homeports in Texas and Florida.

Additionally, our Royal Beach Club collection will offer an exclusive and branded experience at high volume ports.

The first Royal Beach Club is expected to open in 2025 in Nassau, Bahamas;

and the second Royal Beach Club expected to open in 2026, in Cozumel, Mexico.

In October 2024, we also announced Silversea's plans to develop a hotel in Puerto Williams, Chile to provide a further-elevated and seamless guest experience for its Antarctica expeditions.

We continue to evaluate opportunities to develop additional destinations across the globe.

In July 2025, we closed on our acquisition of the Port of Costa Maya and adjacent land in Mahahual, Mexico.

This acquired property will serve as the second destination in our Perfect Day Collection, Perfect Day Mexico, a Mexican inspired Royal Caribbean destination experience expected to open in 2027, and will serve our Western Caribbean itineraries from homeports in Texas and Florida.

Our Royal Beach Club collection offers an exclusive and branded experience at high volume ports.

The first Royal Beach Club, Paradise Island, opened in December 2025 in Nassau, Bahamas.

Additional locations include Royal Beach Club Cozumel, in Mexico, Royal Beach Club Santorini, in Greece, and Royal Beach Club Lelepa, in Vanuatu.

In 2024, we also announced Silversea's plans to develop a hotel in Puerto Williams, Chile to provide a further-elevated and seamless guest experience for its Antarctica expeditions.

This portfolio of private destinations is expected to expand from 3 to 8 by 2028, and we will continue to evaluate opportunities to develop additional destinations across the globe.

In an effort to secure desirable berthing facilities for our ships, and to provide new or enhanced cruise destinations for our guests, we have actively assisted or invested in the development or enhancement of certain port facilities and infrastructure, including mixed-use commercial properties, located in strategic ports of call, and reduction of our environmental impacts.

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Technological capabilities

Technology is a pervasive part of virtually every business process we use to support our operating strategies and provide a quality experience to our customers before, during and after their vacation.

Technology underpins virtually every business process we use to support our operating strategies and provide a quality experience to our customers before, during and after their vacation.

We continue to develop tools that enhance our commercial capabilities and support our goal of deepening our customer relationships.

We are focused on enhancing our guests' digital experience and growing onboard revenue, by making it easier for our guests to plan and maximize their next vacation through our websites and mobile applications.

For example, we recently enabled booking a cruise in our mobile applications, built a loyalty hub to provide easy to view status, benefits and ways to earn rewards and a video library to showcase our family of brands.

For example, we enabled booking a cruise in our mobile applications, built a loyalty hub to provide easy to view status, benefits and ways to earn rewards and a video library to showcase our family of brands.

We have continued to expand digital capabilities into our operations and have increased our focus in bringing data analytics and artificial intelligence into our processes to provide better insights for revenue management as well as in how to model our maintenance or operational actions.

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Investments in our core platforms, as well as the trade and direct distribution channels, are delivering the benefit of more modernized solutions with scalability and faster self-service response times while also deploying new features and additional promotional offer capabilities.

Cyber security and data privacy are an ongoing focus, and we have made and will continue to make investments to protect our customer data, intellectual property and global operations.

Cyber security and data privacy are an ongoing focus, and we have made and will

continue to make investments to protect our customer data, intellectual property and global operations.

Refer to Item 1A.

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We also provide trained customer service representatives, call centers and online training tools.

We continue to operate our Consumer Outreach department, which provides consumers 24-hour access to our vacation planners and customer service agents in our call centers, as well as invest in our websites, including mobile applications and mobile websites.

We enable our guests to communicate and book with us through various channels such as phone, web, chat, text message, and/or email.

We continue to invest in our websites, including mobile applications and mobile websites as well as operate our Consumer Outreach department providing consumers access to our vacation planners and customer service agents in our call centers.

We enable our guests to communicate and book with us through various channels such as phone, web, chat, text message, mobile app, and/or email.

Additionally, we continue to advance our e-commerce capabilities and the vacation shopping experience for our guests.

In addition to offering a simplified booking experience, we leverage the mobile application for onboard experiences such as WiFi, beverages, shore excursions, and specialty dining – enabling guests to book their vacation end-to-end.

Guest Services

Guest Services and Loyalty Programs

We handle virtually all travel aspects related to guest reservations and transportation, including facilitating guest pre- and post-hotel stay arrangements and air transportation.

Royal Caribbean, Celebrity Cruises and Silversea Cruises offer recognition and cruise benefits to their guests through their loyalty programs, Crown & Anchor Society, Captain’s Club, and Venetian Society, respectively, to encourage repeat business.

Royal Caribbean, Celebrity Cruises and Silversea offer recognition and cruise benefits to their guests through their loyalty programs, Crown & Anchor Society, Captain’s Club, and Venetian Society, respectively, to encourage repeat business.

These loyalty programs collectively have over 28 million enrolled members worldwide.

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The loyalty programs provide tiers of membership benefits which entitle guests to upgraded experiences and recognition relative to the status achieved once guests have accumulated the number of cruise points or credits specified for each tier.

In addition, the Crown & Anchor Society, Captain’s Club and Venetian Society members all benefit from our loyalty status match program, effective June 2024, where membership in one program qualifies for the equivalent tier in each of the sister brands.

Examples of the benefits available under our loyalty programs include, but are not limited to, priority waitlist for shore excursions, complimentary laundry service, complimentary internet, digital discount vouchers, upgraded bathroom amenities, reserved seating in entertainment venues, ship tours and, in the case of our most loyal guests who have achieved the highest levels of cruise points or credits, complimentary cruises.

In addition, the Crown & Anchor Society, Captain’s Club and Venetian Society members all benefit from our loyalty status match program, where membership in one program qualifies for the equivalent tier in each of the sister brands.

As announced in October 2025, we also expect to launch our "Points Choice" program in 2026, which will enable guests to apply loyalty points earned on any Royal Caribbean Group brand toward the brand program of their choice.

Examples of the benefits available under our loyalty programs include, but are not limited to, priority waitlist for shore excursions, complimentary laundry service, complimentary internet, complimentary beverage, digital discount vouchers, upgraded bathroom amenities, reserved seating in entertainment venues, ship tours and, in the case of our most loyal guests who have achieved the highest levels of cruise points or credits, complimentary cruises.

We regularly work to enhance each of our loyalty programs by adding new features and amenities in order to reward our repeat guests.

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The following table presents summary information concerning ships that we expect will be in our fleet in 2026 under our Global Brands and Partner Brands.

Ship Year Ship

Built Year ship entered service / will enter service Approximate

Ship Year Ship Built Year Ship Entered/Will Enter Service Approximate Berths

Royal Caribbean

Legend of the Seas 2026 2026 5,600

Star of the Seas 2025 2025 5,600

Utopia of the Seas 2024 2024 5,700

Ship Year Ship Built Year Ship Entered/Will Enter Service Approximate Berths

Icon of the Seas 2023 2024 5,600

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Brilliance of the Seas 2002 2002 2,150

Ship Year Ship

Built Year ship entered service / will enter service Approximate

Adventure of the Seas 2001 2001 3,350

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Celebrity Millennium 2000 2000 2200

Silversea Cruises

Ship Year Ship Built Year Ship Entered/Will Enter Service Approximate Berths

Silver Ray 2024 2024 730

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Silver Cloud 1994 1994 250

Mein Schiff Flow 2026 2026 4,100

Mein Schiff Relax 2025 2025 4,000

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Mein Schiff 4 2015 2015 2,500

Ship Year Ship

Built Year ship entered service / will enter service Approximate

Mein Schiff 3 2014 2014 2,500

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Europa 1999 1999 410

Total 179,790

Total Berths 189,420

______________________________________________________________

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Risk Factors for further discussion on shipyard operations.

Ship Shipyard Expected Delivery Approximate

Royal Caribbean —

Unnamed Chantiers de l’Atlantique 2nd Quarter 2028 5,700

Star of the Seas Meyer Turku Oy 3rd Quarter 2025 5,600

Unnamed Meyer Turku Oy 2nd Quarter 2026 5,600

Celebrity Cruises —

Celebrity Xcel Chantiers de l’Atlantique 4th Quarter 2025 3,250

TUI Cruises (50% joint venture) —

Mein Schiff Relax Fincantieri 1st Quarter 2025 4,100

Mein Schiff Flow Fincantieri 2nd Quarter 2026 4,100

Total Berths 28,350

Ship Shipyard Expected Delivery Dates Approximate

Berths Filter

Royal Caribbean Show

Unnamed Chantiers de l'Atlantique 2nd Quarter 2028 5,700 Show

Legend of the Seas Meyer Turku Oy 2nd Quarter 2026 5,600 Show

Unnamed Meyer Turku Oy 3rd Quarter 2027 5,600 Show

Unnamed Meyer Turku Oy 2nd Quarter 2028 5,600 Show

Celebrity Cruises Show

Celebrity Xcite Chantiers de l'Atlantique 4th Quarter 2028 3,250 Show

Celebrity River Cruises:

Celebrity Compass TeamCo Shipyard 2nd Quarter 2027 170 Show

Celebrity Seeker TeamCo Shipyard 3rd Quarter 2027 170 Show

Unnamed TeamCo Shipyard 1st Quarter 2028 170 Show

Unnamed TeamCo Shipyard 2nd Quarter 2028 170 Show

Mein Schiff Show

Mein Schiff Flow Fincantieri 2nd Quarter 2026 4,100 Show

Unnamed Fincantieri 1st Quarter 2031 4,100 Show

Unnamed Fincantieri 4th Quarter 2032 4,100 Show

Total Berths 38,730 Show

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During the quarter ended December 31, 2024, we received commitments for the unsecured financing of the seventh Oasis-class ship for up to 80% of the ship’s contract price and our building contract with Chantiers de l’Atlantique became effective.

Bpifrance Assurance Export, the official French export credit agency, has agreed to guarantee to the lenders 100% of the financing.

In addition, during 2024, we entered into an agreement with Meyer Turku Oy and Chantiers de l' Atlantique to build a fourth Icon-class ship for delivery in 2027 and a sixth Edge-class ship for delivery in 2028.

The agreements are contingent upon completion of certain conditions precedent including financing.

In January 2025, we announced the launch of Celebrity River Cruises, a premium river cruise vacation.

We entered into agreements for the commitment to an initial order of 10 ships with plans to sail in 2027.

In December 2025, we signed agreements with Chantiers de l'Atlantique to build two ships of a new generation for Royal Caribbean, known as Discovery-class ships, which are expected to enter service in 2029 and 2032, respectively.

During the quarter ended December 31, 2025, we entered into an agreement with Meyer Turku Oy to build a fifth Icon-class ship for delivery in 2028.

The conditions for effectiveness, including financing commitments, also became effective during the quarter.

In October 2025, we executed definitive building contracts for the first four ships in the initial order of 10 ships for Celebrity River Cruises which was launched in January 2025.

Subsequently, in January 2026, Celebrity River Cruises announced a commitment for 10 new ships that will expand its river cruise fleet to 20 vessels.

Our revenues have historically been seasonal based on the demand for cruises.

Demand is typically strongest for cruises during the Northern Hemisphere’s summer months and holidays.

In order to mitigate the impact of the winter weather in the Northern Hemisphere and to capitalize on the summer season in the Southern Hemisphere, our brands have

focused on deployment in the Caribbean, Asia and Australia during that period.

In order to mitigate the impact of the winter weather in the Northern Hemisphere and to capitalize on the summer season in the Southern Hemisphere, our brands have focused on deployment in the Caribbean, Asia and Australia during that period.

Passengers and Capacity

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Management’s Discussion and Analysis of Financial Condition and Results of Operations , for definitions).

Passengers Carried, Passenger Cruise Days, Available Passenger Cruise Days and Occupancy reflect the impact of our suspension of operations during parts of 2020 and 2021 and the gradual resumption of full operations starting the second half of 2021 through the first half of 2022:

Passengers Carried, Passenger Cruise Days, Available Passenger Cruise Days and Occupancy reflect the impact of our suspension of operations during parts of 2021 and the gradual resumption of full operations starting the second half of 2021 through the first half of 2022:

Year Ended December 31,

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___________________________________________________________________

(1) Due to the elimination of the Silversea Cruises three-month reporting lag in October of 2021, we include Silversea Cruises' metrics from October 1, 2020 through June 30, 2021 and October 1 through December 31, 2021 in the year ended December 31, 2021.

The year ended December 31, 2021 does not include July, August, and September 2021 statistics as Silversea Cruises' results of operations for those months are included within Other (expense) income in our consolidated statements of comprehensive income (loss) for the year ended December 31, 2021.

(2) Due to the three-month reporting lag effective through September 30, 2021, we include Silversea Cruises' metrics from October 1, 2019 through September 30, 2020 in the year ended December 31, 2020.

(1) Due to the elimination of the Silversea three-month reporting lag in October of 2021, we include Silversea's metrics from October 1, 2020 through June 30, 2021 and October 1 through December 31, 2021 in the year ended December 31, 2021.

The year ended December 31, 2021 does not include July, August, and September 2021 statistics as Silversea's results of operations for those months are included within Other (expense) income in our consolidated statements of comprehensive income (loss) for the year ended December 31, 2021.

(2) For the year ended December, 31, 2021, we include Azamara Cruises' metrics through March 19, 2021, the effective sale date of the brand.

For the year ended December 31, 2020, we include the full year of operations for Azamara Cruises.

Cruise Pricing

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We have developed and implemented enhancements to our reservations system that provide us and our travel partners with additional capabilities, making it easier to do business with us.

Passenger ticket revenues accounted for approximately 70%, 69% and 66% of total revenues in 2024, 2023 and 2022, respectively.

Passenger ticket revenues accounted for approximately 70% of total revenues in 2025, 2024 and 2023.

Onboard Activities and Other Revenues

Our cruise brands offer modern fleets with a wide array of onboard services, amenities and activities which vary by brand and ship.

Our cruise vacation brands offer modern fleets with a wide array of onboard services, amenities and activities which vary by brand and ship.

While many onboard activities are included in the base price of a cruise, we realize additional revenues from, among other things, gaming, the sale of alcoholic and other beverages, internet and other telecommunication services, gift shop items, shore excursions, photography, spa/salon and fitness services, art auctions, retail shops and a wide variety of specialty restaurants and dining options.

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The all-inclusive pricing programs that we offer currently add some of these onboard activity and other services to the base price of the cruise.

In conjunction with our cruise vacations, we offer pre- and post-cruise hotel and tour packages to our Royal Caribbean, Celebrity Cruises and Silversea Cruises guests.

We also offer cruise vacation protection coverage to guests in a number of markets, which provides guests with coverage for trip cancellation, medical protection and baggage protection.

Onboard and other revenues accounted for approximately 30%, 31%, and 34% of total revenues in 2024, 2023, and 2022, respectively.

In conjunction with our cruise vacations, we offer pre- and post-cruise hotel and tour packages to our Royal Caribbean, Celebrity Cruises and Silversea guests.

We also offer cruise vacation protection coverage to guests in select markets, which provides guests with coverage for trip cancellation, medical protection and baggage protection.

We also generate revenues from operating certain port facilities and management related services.

Onboard and other revenues accounted for approximately 30% of total revenues in 2025, 2024, and 2023, respectively.

Segment Reporting

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Our brands also have similar itineraries as well as similar cost and revenue components.

In addition, our Global Brands have historically sourced passengers from similar markets around the world and operated in similar economic environments with a significant degree of commercial overlap.

In addition, our Global

Brands have historically sourced passengers from similar markets around the world and operated in similar economic environments with a significant degree of commercial overlap.

As a result, our brands have been aggregated as a single reportable segment based on the similarity of their economic characteristics, types of consumers, regulatory environment, maintenance requirements, supporting systems and processes as well as products and services provided.

Our President and Chief Executive Officer has been identified as the chief operating decision-maker ("CODM"), and is responsible for carrying out the functions of allocating resources and assessing performance.

Our Chairman and Chief Executive Officer has been identified as the chief operating decision-maker ("CODM"), and is responsible for carrying out the functions of allocating resources and assessing performance.

The CODM uses Operating Income (Loss) to assess performance and allocate resources.

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and an active listening strategy to make sure voices are heard and continuous improvement occurs.

We review our human capital strategy with the Talent and Compensation Committee of our Board of Directors on a regular basis.

We review our human capital strategy with the Talent and Compensation Committee of our Board on a regular basis.

As of December 31, 2025, our three global cruise brands employed approximately 108,000 employees spanning across our shipboard fleet and shoreside locations.

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(1) Includes full time and part-time employees.

(2) Private Destinations includes Coco Cay, Labadee and Galapagos based employees.

As a global operation, we take great pride in the broad diversity of our workforce and the value it brings to our company.

(2) Includes private destinations such as our Perfect Day and Royal Beach Club Collections, and Labadee based employees.

As a global operation, we take great pride in the broad range of perspectives of our workforce and the value it brings to our company.

Females represent 57% of our global shoreside workforce.

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Shoreside - International 41% 59%

Shipboard 79% 21%

Private Destinations (1)

___________________________________________________

(1) Includes private destinations such as our Perfect Day and Royal Beach Club Collections, and Labadee based employees .

shoreside workforce is ethnically diverse as shown in the following table:

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In 2025, our shoreside employee engagement scores remained high and above most global industry benchmarks.

We own a number of registered trademarks related to the Royal Caribbean, Celebrity Cruises and Silversea Cruises cruise brands.

The registered trademarks include the name “Royal Caribbean” and its crown and anchor logo, the name “Celebrity Cruises” and its “X” logo, the name “Silversea Cruises” and its logo, and the names of various cruise ships, ship venues, private destinations, and other marketing programs.

We own a number of registered trademarks related to the Royal Caribbean, Celebrity Cruises and Silversea brands.

The registered trademarks include the name “Royal Caribbean” and its crown and anchor logo, the name “Celebrity Cruises” and its “X” logo, the name “Silversea” and its logo, and the names of various cruise ships, ship venues, private destinations, and other marketing programs.

We believe our largest brands' trademarks are widely recognized throughout the world and have considerable value.

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Our primary war risk coverage is provided by a Norwegian war risk insurance association and our excess war risk insurance is provided by our four P&I clubs.

Consistent with most marine war risk policies, our coverage is subject to cancellation in

the event of a change in risk.

Consistent with most marine war risk policies, our coverage is subject to cancellation in the event of a change in risk.

In the event of a war between major powers, our primary policies terminate after thirty days’ notice and our excess policies terminate immediately.

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This convention sets the training and competency standards for all our crew who are responsible for operating the vessels or who have designated roles in ensuring the safety of our guests and crew during an emergency.

Regulatory bodies routinely check that our crews’ training credentials are up-to-date and

assess competency by observing safety and emergency drills.

Regulatory bodies routinely check that our crews’ training credentials are up-to-date and assess competency by observing safety and emergency drills.

As amendments are made to STCW, we ensure that our crew training is updated accordingly.

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We are subject to various international, regional, and national laws and regulations relating to environmental protection governing air emissions, water and waste management among others.

Under such laws and regulations, we are generally prohibited from discharging materials other than food waste and treated effluents into the waterways, while also reducing our emissions.

Under such laws and regulations, we are generally prohibited from discharging materials other than food waste and treated effluents into the waterways, while also requiring us to reduce our emissions.

We have made, and will continue to make, capital and other expenditures to comply with environmental laws and regulations.

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Sulfur Emissions

The MARPOL Regulations imposed reduced global limitations on the sulfur content of emissions emitted by ships operating worldwide to 0.5% as of January 1, 2020.

The MARPOL Regulations impose global limitations on the sulfur content of emissions emitted by ships operating worldwide to 0.5%.

The MARPOL Regulations also establish special Emission Control Areas ("ECAs") with additional stringent limitations on sulfur emissions in certain geographical areas.

There are four established ECAs, one additional ECA being established beginning in May of 2025 and two more in March 2026 that restrict sulfur emissions:

the Baltic Sea, the North Sea/English Channel, certain waters surrounding the North American coast, and the waters surrounding Puerto Rico and the U.S.

Virgin Islands (the "US Caribbean ECA"), the Mediterranean Sea ECA coming into force in May 2025 and the Norwegian Sea and Canadian Arctic ECA coming into force as early as March 2026.

There are five established ECAs:

the Baltic Sea ECA, the North Sea/English Channel ECA, the North American ECA which includes certain waters surrounding the North American coast, the United States Caribbean ECA which includes waters surrounding Puerto Rico and the U.S.

Virgin Islands, and the Mediterranean Sea ECA which came into force in May 2025.

Additionally, the Norwegian Sea ECA and the Canadian Arctic ECA are coming into force in March 2026.

Ships operating in these sulfur ECAs are required to reduce their emissions sulfur content to 0.1%.

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This includes equipping all of our new ships delivered since 2014 with Advanced Emissions Purification ("AEP") systems covering all engines and actively developing and installing AEP systems on the majority of our remaining fleet;

resulting in 72% of our fleet being equipped with AEP systems.

In addition, the majority of our ships on order are being delivered with Liquified Natural Gas ("LNG") technology that meet all sulfur requirements without the need for an AEP system.

resulting in more than than 70% of our fleet being equipped with AEP systems.

In addition, the majority of our ships on order are being delivered with Liquified Natural Gas ("LNG") technology that meet all sulfur regulations without the need for an AEP system.

These efforts will provide us with additional operational and deployment flexibility.

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All new ships operating within the North American and U.S.

Caribbean Sea ECA that began construction on or after January 1, 2016 and ships operating in the North and Baltic Sea ECA constructed on or after January 1, 2021 are required to meet more stringent nitrogen oxide emission limits.

In order to ensure deployment flexibility, all of our ships under construction are being built to comply with

these nitrogen oxide emission rules.

Compliance with these MARPOL requirements has not had and is not expected to have, a material impact on our results of operations due to the mitigating steps described above.

Caribbean Sea ECA that began construction on or after January 1, 2016, in the North and Baltic Sea ECA constructed on or after January 1, 2021 and in the Canadian Arctic or Norwegian Sea ECA constructed on or after January 1, 2025 and March 1, 2026, respectively, are required to meet more stringent nitrogen oxide emission limits.

In order to ensure deployment flexibility, all of our ships under construction are being built to comply with these nitrogen oxide emission rules.

Compliance with these MARPOL requirements has not had and is not expected to have, a material impact on our results of operations due to the mitigating steps (LNG technology) described above.

Greenhouse Gas ("GHG") Emissions

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In January 2023, the IMO amendments to the MARPOL convention went into effect combining a technical and an operational measure (Energy Efficiency Existing Ship Index ("EEXI") and Carbon Intensity Indicator ("CII")).

These regulations aim to reduce international shipping carbon intensity in line with the ambition of the initial IMO GHG Strategy of 40% by 2030, as compared to 2008.

regulations aim to reduce international shipping carbon intensity in line with the ambition of the initial IMO GHG Strategy of 40% by 2030, as compared to 2008.

Compliance with the EEXI has not had a material impact on our operations.

The impact of CII is still uncertain as the IMO is expected to review the CII framework in 2026, which could result in requirements that could lead to changes to our itinerary flexibility for some of our ships depending on the final operational measures needed to comply.

The impact of CII is still uncertain as the IMO continues to conduct its review of the CII framework in 2026 with a final determination expected in 2028, which could result in requirements that could lead to changes to our itinerary flexibility for some of our ships depending on the final operational measures needed to comply.

Furthermore, the IMO in 2023 revised its initial GHG Strategy to include check points in 2030 and 2040 to seek reductions in absolute GHG emissions from international shipping by at least 20% and 70%, respectively, compared to 2008.

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The impact of the regulation on future periods is uncertain as the costs of ETS allowances will depend on future markets and future deployments.

Based on current deployment plans and current prices of ETS allowances, we do not expect the regulation to have a material impact on our 2025 and 2026 results of operations.

Based on current deployment plans and current prices of ETS allowances, we do not expect the regulation to have a material impact on our 2026 results of operations.

Additionally the UK has developed its own ETS which will enter into force on July 1, 2026 and require the purchase of carbon emission allowances specific for the UK.

Based on our current deployment and current prices of the UK ETS allowances, we do not expect this regulation to have a material impact on our operations.

The FuelEU Maritime regulation will require ships to reduce GHG intensity in the fuels they consume by 2% as of 2025, and gradually reduce the intensity to 80% by 2050, compared to the 2020 average.

All passenger ships will additionally be obligated to connect to shore power when at berth in a Trans-European Transport Network ("TEN-T") port by 2030 and all EU ports by 2035.

The FuelEU Maritime regulation did not have a material impact on our 2025 operations, and we do not expect it to have a material impact on our 2026 results of operations.

Although key elements of the Fit for 55 package have been adopted, implementation measures by EU Member States and interpretative guidance continue to evolve.

As a result, regulatory requirements may vary by jurisdiction and may evolve over time.

When fully implemented, the FuelEU Maritime and the remaining Fit for 55 proposals could individually and collectively have a material adverse effect on our business and results of operations due to increased costs associated with compliance and modified itineraries in the affected regions.

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Coast Guard (“USCG”) regulations for ballast water.

The VIDA requires the EPA to develop new

national standards of performance for incidental discharge and the USCG will then have two years to develop and implement enforcement regulations.

On September 2024, the EPA finalized the national standards of performance for incidental discharges.

The exact impacts of these standards on our vessels are uncertain as the USCG has yet to develop the corresponding implementing regulations to enforce compliance.

The VIDA requires the EPA to develop new national standards of performance for incidental discharge and the USCG to develop and implement enforcement regulations of those standards.

On September 2024, the EPA finalized the national standards of performance for incidental

discharges, giving the USCG 2 years to develop and implement its enforcement regulations.

The exact impacts of these standards on our vessels are uncertain as the USCG has yet to finish the development of the corresponding implementing regulations to enforce compliance.

However, the new standards could expand applicability of vessel discharges from 3 to 12 nautical miles which could have impacts on our environmental operations and increase reporting requirements.

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The following is a summary of our principal taxes, exemptions and special regimes.

In addition to or instead of income taxation, virtually all jurisdictions where our ships call impose some tax or fee, or both, based on guest headcount, tonnage or some other measure.

We also collect and remit value added tax (VAT) or sales tax in many jurisdictions where we operate.

In addition to income taxation, virtually all jurisdictions where our ships call impose some tax or fee, or both, based on guest headcount, tonnage or some other measure.

We also collect and remit indirect taxes (e.g., VAT, GST, sales tax) in many jurisdictions where we operate.

Our consolidated operations are primarily foreign corporations engaged in the owning and operating of passenger cruise ships in international transportation.

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federal and state income tax laws to us and is based on the current provisions of the U.S.

Internal Revenue Code, Treasury Department regulations, administrative rulings, court decisions and the relevant state tax laws, regulations, rulings and court decisions of the states where we have business operations.

Internal Revenue Code, Treasury Department regulations, administrative rulings, court decisions and the relevant state tax laws where we have business operations.

All of the foregoing is subject to change, and any such change could affect the accuracy of this discussion.

Application of Section 883 of the Internal Revenue Code

Royal Caribbean Cruises Ltd., Celebrity Cruises, Inc.

and Silversea Cruises Ltd.

are engaged in a trade or business in the United States, and many of our ship-owning subsidiaries, depending upon the itineraries of their ships, generate income from sources within the United States.

Certain of our subsidiaries, including our United Ki ngdom tonnage tax company are classified as disregarded entities, or divisions for U.S.

federal income tax purposes that may earn U.S.

source income.

Under Section 883 of the Internal Revenue Code, certain foreign corporations may exclude from gross income (and effectively from branch profits tax as such earnings do not give rise to effectively connected earnings and profits) U.S.

source income derived from or incidental to the international operation of a ship or ships, including income from the leasing of such ships.

Royal Caribbean Cruises Ltd., Celebrity Cruises, Inc., and Silversea Cruises LLC are engaged in a trade or business in the United States, and many of our ship-owning subsidiaries, depending upon the itineraries of their ships, generate income from sources within the United States.

source income derived from or incidental to the international operation of a ship or ships, including income from the leasing of such ship(s).

A foreign corporation will qualify for the benefits of Section 883 if, in relevant part:

(1) the foreign country in which the foreign corporation is organized grants an equivalent exemption to corporations organized in the United States;

and (2) the stock of the corporation (or the direct or indirect corporate parent thereof) is “primarily and regularly traded on an

established securities market” in the United States.

and (2) the stock of the corporation (or the direct or indirect corporate parent thereof) is “primarily and regularly traded on an established securities market” in the United States.

In the opinion of our U.S.

tax counsel, Faegre Drinker Biddle & Reath LLP, based upon and subject to the representations, assumptions, legal authorities and limitations set forth in that opinion, Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., Silversea Cruises Ltd., and relevant ship-owning subsidiaries with U.S.

source shipping income qualify for the benefits of Section 883 because Royal Caribbean Cruises Ltd.

and each of those subsidiaries are incorporated in Liberia, which is a qualifying country, and our common stock is primarily and regularly traded on an established securities market in the United States (i.e., we are a “publicly traded” corporation).

and each of those

subsidiaries that are corporations (or treated such for U.S.

federal income tax purposes) are incorporated in Liberia, which is a qualifying country, and our common stock is primarily and regularly traded on an established securities market in the United States (i.e., we are a “publicly traded” corporation).

If, in the future, (1) Liberia no longer qualifies as an equivalent exemption jurisdiction, and we do not reincorporate in a jurisdiction that does qualify for the exemption, or (2) we fail to qualify as a publicly traded corporation, we and all of our ship-owning or operating subsidiaries that rely on Section 883 to exclude qualifying income from gross income would be subject to U.S.

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Taxation in the Absence of an Exemption Under Section 883

If Royal Caribbean Cruises Ltd., the operator of our vessels, Celebrity Cruises Inc., Silversea Cruises Ltd., or our ship-owning subsidiaries were to fail to meet the requirements of Section 883 of the Internal Revenue Code, or if the provision was repealed, then, as explained below, such companies would be subject to U.S.

If Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., and Silversea Cruises LLC, or our ship-owning subsidiaries were to fail to meet the requirements of Section 883 of the Internal Revenue Code, or if the provision was repealed, then, as explained below, such companies would be subject to U.S.

income taxation on a portion of their income derived from or incidental to the international operation of our ships.

Because Royal Caribbean Cruises Ltd.

Celebrity Cruises Inc., and Silversea Cruises Ltd., conduct a trade or business in the United States, Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., and Silversea Cruises Ltd., would be taxable at regular corporate rates on our separate company taxable income (i.e., without regard to the income of our ship-owning subsidiaries) on income which is effectively connected with our U.S.

Celebrity Cruises Inc., and Silversea Cruises LLC, conduct a trade or business in the United States, Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., and Silversea Cruises LLC, would be taxable at regular corporate rates on our separate company taxable income (i.e., without regard to the income of our ship-owning subsidiaries that are corporations for U.S.

federal income tax purposes) on income which is effectively connected with our U.S.

trade or business (generally only income from U.S.

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trade or business, those withdrawn amounts would be subject to a “branch profits” tax at the rate of 30%.

Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., and Silversea Cruises Ltd., would also be potentially subject to tax on portions of certain interest paid by us at rates of up to 30%.

If Section 883 were not available to our ship-owning subsidiaries, each such subsidiary would be subject to a special 4% tax on its U.S.

Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., and Silversea Cruises LLC would also be potentially subject to tax on portions of certain interest paid by us at rates of up to 30%.

If Section 883 were not available to our ship-owning subsidiaries that are corporations for U.S.

federal income tax purposes, each such subsidiary would be subject to a special 4% tax on its U.S.

source gross transportation income, if any, each year because it does not have a fixed place of business in the United States and its income is derived from the leasing of a ship.

Other United States Taxation

Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., and Silversea Cruises Ltd., earn U.S.

Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., and Silversea Cruises LLC earn U.S.

source income from activities not considered incidental to international shipping.

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State Taxation

Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., Silversea Cruises Ltd., and certain of our subsidiaries are subject to various U.S.

Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., Silversea Cruises LLC, and certain of our subsidiaries are subject to various U.S.

state income taxes which are generally imposed on each state’s portion of the U.S.

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tonnage tax”).

Most of our ships will become operated by companies that are within the U.K.

tonnage tax regime beginning in 2026.

Companies subject to U.K.

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income from non-shipping activities which do not qualify under the U.K.

tonnage tax regime and which are not considered significant, remain subject to regular U.K.

tonnage tax regime and are not considered significant, remain subject to regular U.K.

corporate income tax.

Global Minimum Tax

The Organization for Economic Co-operation and Development (OECD) issued Pillar Two model rules ("Global Minimum Tax") introducing a new global minimum tax of 15% with certain aspects of Pillar Two effective January 1, 2024 and other aspects effective January 1, 2025 .

The UK and EU member countries have agreed to adopt these provisions and many countries implemented these rules for 2024.

Our parent company is incorporated in Liberia.

Many countries including the United Kingdom and EU member countries have adopted these provis ions and have implemented them under domestic law .

The Pillar Two rules became effective for a portion of our earnings in 2024 and 2025.

These rules did not have a material impact on our results of operations for the year ended December 31, 2024 and 2025, respectively.

These rules will apply to the majority of our earnings starting in 2026, and we do not expect these rules to have a material impact on our results of operations.

Our parent corporation is incorporated in Liberia.

Liberia has not announced plans to revise its local corporate income tax laws as part of the Pillar Two proposal.

The OECD model rules provide an exclusion for “International Shipping Income,” and certain ancillary income, for which certain of our earnings may be eligible.

The Pillar Two rules became effective for a portion of our earnings in 2024 and will also be effective for a portion of our earnings in 2025.

These changes did not have a material impact on our 2024 results of operations, and we believe the impact for 2025 will be immaterial.

These rules will apply to a majority of our earnings starting in 2026.

We have developed mitigation strategies that we believe we can execute to minimize the impact of these provisions to an immaterial amount.

However, we continue to evaluate our mitigation options given the evolving nature of the proposed and enacted legislative changes Refer to Item 1A.

Risk Factors - "A change in our tax status under the U.S.

For additional details of risks related to our tax status, refer to Item 1A.

Risk Factors - " A change in our tax status under United Kingdom tonnage tax, the U.S.

Internal Revenue Code, or other jurisdictions, may have adverse effects on our results of operations ."

We and certain of our subsidiaries are subject to value-added and other indirect taxes most of which are reclaimable, zero-rated or exempt.

Website Access to Reports

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Name Age Position

Liberty 49 President and Chief Executive Officer

Liberty 50 Chairman and Chief Executive Officer

Naftali Holtz 48 Chief Financial Officer

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Alexander Lake 54 Chief Legal Officer and Secretary

Liberty has served as President and Chief Executive Officer since January 2022.

Liberty served as President and Chief Executive Officer from January 2022 through November 2025, when he was appointed as Chairman and Chief Executive Officer.

Liberty has held several roles since joining the Company in 2005.

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Liberty was a Senior Manager at the international public accounting firm of KPMG LLP.

Liberty currently serves on the Board of Directors of WNS Holdings.

Naftali Holtz has served as Chief Financial Officer since January 2022.

In his role as Chief Financial Officer, Mr.

Holtz is responsible for overseeing the Company’s financial planning and analysis, supply chain, risk management,

corporate strategy and development, treasury, corporate tax matters, investor relations, investments, internal audit, accounting and financial reporting.

Holtz is responsible for overseeing the Company’s financial planning and analysis, supply chain, risk management, corporate strategy and development, treasury, corporate tax matters, investor relations, investments, internal audit, accounting and financial reporting.

Prior to his role as Chief Financial Officer, Mr.

Holtz served as Senior Vice President of Finance, responsible for financial planning and analysis, risk management and treasury.

Holtz worked for Goldman Sachs as a Managing Director and Head of Lodging and Leisure Investment Banking before joining the Company in 2019.

Holtz worked for Goldman

Sachs as a Managing Director and Head of Lodging and Leisure Investment Banking before joining the Company in 2019.

Holtz is also a veteran of the Israeli Air Force.

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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-K

Item 1. Business