What changed in this filing

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Item 9A. Controls and Procedures

2026-02-11 compared with 2025-02-14 · 416 added, 422 removed, 1342 unchanged (38% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our President and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this Annual Report on Form 10-K.

Based upon such evaluation, our President and Chief Executive Officer and Chief Financial Officer concluded that those controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission's (the "SEC").

Our management, with the participation of our Chairman of the Board and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this Annual Report on Form 10-K.

Based upon such evaluation, our Chairman of the Board and Chief Executive Officer and Chief Financial Officer concluded that those controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chairman of the Board and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission (the "SEC").

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management, with the participation of our Chairman of the Board and Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

7 unchanged sentences

Other Information

During the quarter ended December 31, 2024, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as such term is defined in Item 408 of Regulation S-K).

During the quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified 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).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

52 unchanged sentences

8-K 10.1 12/18/2019

F irst Supplemental Agreement relating to Hull No.

First Supplemental Agreement relating to Hull No.

C34 at Chantiers de l’Atlantique (previously known as STX France S.A.), dated as of March 12, 2020, by and among Hibisyeu Finance Limited as borrower, Chantiers de L’Atlantique as seller, the Company as buyer, Citibank Europe PLC, UK Branch as facility agent, Citicorp Trustee Company Limited as security trustee, Citibank N.A., London branch as global coordinator, HSBC France as French coordinating bank, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent and the banks and financial institutions listed thereto

3 unchanged sentences

Amendment No.

5 (Amended and Res tated) in connection with the Credit Agreement in respect of “ODYSSEY OF THE SEAS” – Hull S-713, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders

5 (Amended and Restated) in connection with the Credit Agreement in respect of “ODYSSEY OF THE SEAS” – Hull S-713, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders

8-K 10.5 2/23/2021

5 unchanged sentences

8-K 10.1 3/16/2021

Amendment No.

2 ( Amended and Restated) in connection with the Credit Agreement in respect of “ICON 3” - Hull 1402, dated as of March 18, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, KfW IPEX-Bank GmbH as the mandated lead arranger, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders

8-K 10.3 3/19/2021

Third Supplemental Agreement relating to a secured credit facility agreement for Hull No.

13 unchanged sentences

8-K 10.1 12/28/2021

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

Amendment No.

3 in connection with the Credit Agreement in respect of Icon 3 - Hull 1402, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH

8-K 10.15 12/28/2021

Amendment Agreement in connection with the Credit Agreement in respect of Symphony of the Seas - Hull B34, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank N.A.

1 unchanged sentence

8-K 10.17 12/28/2021

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

Amendment Agreement in connection with the Credit Agreement in respect of Hull A35 at Chantiers de L’Atlantique S.A., dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., Palmeraie Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A.

17 unchanged sentences

10-Q 10.11 6/30/2022

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.24 Amendment No.

4 in connection with the Credit Agreement in respect of Icon 3 - Hull 1402, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH.

10-Q 10.14 6/30/2022

Amendment Agreement in connection with the Credit Agreement in respect of Symphony of the Seas - Hull B34, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank N.A.

4 unchanged sentences

10-Q 10.16 6/30/2022

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

Amendment Agreement in connection with the Credit Agreement in respect of Hull A35 at Chantiers de L’Atlantique S.A., dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., Palmeraie Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A.

16 unchanged sentences

10-Q 10.7 6/30/2023

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

Amendment Agreement (Amended and Restated) in connection with the Credit Agreement in respect of Hull No.

1 unchanged sentence

10-Q 10.8 6/30/2023

10.34 Amended and Restated Credit Agreement, dated October 4, 2023, by and among the Company, the various financial institutions as are or shall be parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lender parties (and as successor to The Bank of Nova Scotia).

10.1 10/11/2023

10.35 Amended and Restated Credit Agreement, dated October 4, 2023, by and among the Company, the various financial institutions as are or shall be parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lender parties (and as successor to Nordea Bank ABP, New York Branch)

10.2 10/11/2023

Amendment No.

5 in connection with the Credit Agreement in respect of “ICON 3” – Hull 1402, dated as of August 11, 2023, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, and the banks and financial institutions listed therein as lenders.

10.1 9/30/2023

10.37 Amendment No.

7 (Amended and Restated) in connection with the Credit Agreement in respect of “ICON 1” – Hull 1400, dated as of September 5, 2023, 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.

10.2 9/30/2023

10.38 Novation Agreement relating to a Secured Credit Facility Agreement for Hull No.

N34 (Celebrity Xcel), dated December 22, 2023, by and among the Company and the banks and financial institutions listed therein

10.100 12/31/2023

Royal Caribbean Cruises Ltd.

3 unchanged sentences

8-K 10.1 6/3/2022

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.34 Form of Performance Shares Agreement pursuant to the 2008 Equity Incentive Plan, as amended and restated †

10.41 12/31/2024

Form of Performance Shares Agreement (Vesting into Retirement) pursuant to the 2008 Equity Incentive Plan, as amended and restated †

10.42 12/31/2024

Form of Restricted Stock Unit Agreement for Non-Employee Directors pursuant to the 2008 Equity Incentive Plan, as amended and restated †

10.43 12/31/2024

Form of Restricted Stock Unit Agreement pursuant to the 2008 Equity Incentive Plan, as amended and restated †

10.44 12/31/2024

Form of Restricted Stock Unit Agreement (Vesting into Retirement) pursuant to the 2008 Equity Incentive Plan, as amended and restated †

10.45 12/31/2024

Notice of Award Agreement Amendment †

10.46 12/31/2024

Employment Agreement, dated as of May 20, 2013, by and between the Company and Jason T.

6 unchanged sentences

10-K 10.26 2/25/2013

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

Form of First Amendment to Employment Agreement, dated as of February 6, 2015 (entered into between the Company and each of Messrs.

22 unchanged sentences

10.1 3/31/2024

E mployment Agreement, dated as of December 31 , 2025, b y and between the Company and Naftali Holtz * †

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.

3 unchanged sentences

10.2 6/30/2024

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

Amendment No.

9 unchanged sentences

10-Q 10.6 6/30/2024

10.65 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-Q 10.7 6/30/2024

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

Amendment No.

1 unchanged sentence

10-Q 10.8 6/30/2024

10.67 Amendment No.

7 (Amended and Restated) 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-Q 10.9 6/30/2024

10.68 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-Q 10.10 6/30/2024

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

4 unchanged sentences

10-Q 10.12 6/30/2024

10.71 Form of Exchange Agreem ent

Form of Exchange Agreement

10.1 8/6/2024

Form of Exchange Agreement

10.1 3/13/2025

Novation Agreement relating to a Secured Credit Facility Agreement for Hull No.

B35, dated March 28, 2025, by and among the Company and the banks and financial institutions listed therein.

10.1 4/1/2025

Amended and Restated Credit Agreement, dated May 14, 2025, by and among the Company, the various financial institutions as are or shall be parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lender parties.

10.1 5/15/2025

10.2 5/15/2025

Novation Agreement relating to a Secured Credit Facility Agreement for Hull No.

V35, dated June 25, 2025, by and among the Company and the banks and financial institutions listed therein.

10.1 6/27/2025

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

Amendment No.

8 in connection with the Credit Agreement in respect of “Icon 2” - Hull 1401, dated as of December 5, 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.

Royal Caribbean C ruises Ltd.

S ecu rities Trading Polic y*

9 (Amended and Restated) in connection with the Credit Agreement in respect of “Icon 2” - Hull 1401, dated as of May 7, 2025, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera age nt, and the banks and financial institutions listed therein as mandated lead arrangers and lenders.

10.1 7/29/2025

Amendment No.

7 (Amended and Restated) in connection with the Credit Agreement in respect of “Icon 3” – Hull 1402, dated as of May 8, 2025, between the Company, KfW IPEX-Bank GmbH as facility agent and mandated lead arranger, and the banks and financial institutions listed therein as lenders.

10.2 7/29/2025

Royal Caribbean Cruises Ltd.

Securities Trading Policy

19 12/31/2024

List of Subsidiaries *

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 11, 2026.

Director and Chief Executive Officer

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

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Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)

Chairman of the Board

Donald Thompson

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We have audited the accompanying consolidated balance sheets of Royal Caribbean Cruises Ltd.

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

1 unchanged sentence

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, effective January 1, 2022, the Company changed the manner in which it accounts for convertible notes.

Basis for Opinions

21 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Assessments – Silversea Cruises Reporting Unit Goodwill and Trade Name

As described in Notes 2, 4 and 5 to the consolidated financial statements, as of December 31, 2024 the Company’s consolidated goodwill balance was $808 million and the goodwill associated with the Silversea Cruises reporting unit was $509 million.

The Company’s consolidated indefinite-life intangible assets balance was $321 million which primarily relates to the Silversea Cruises trade name of $319 million.

Impairment Assessments – Silversea Reporting Unit Goodwill and Trade Name

As described in Notes 2, 4 and 5 to the consolidated financial statements, as of December 31, 2025 the Company’s consolidated goodwill balance was $808 million and the goodwill associated with the Silversea reporting unit was $509 million.

The Company’s consolidated indefinite-life intangible assets balance was $321 million, of which $319 million relates to the Silversea trade name.

Management reviews goodwill and indefinite-life intangible assets for impairment annually or, when events or circumstances dictate, more frequently.

The quantitative impairment assessment consists of a comparison of the fair value of the reporting unit or asset with its carrying value.

Fair value is estimated by management using a probability weighted discounted cash flow model in combination with a market-based valuation approach for reporting units and a relief-from-royalty method for trade names.

The quantitative impairment assessment consists of a comparison of the fair value of the reporting unit or asset with it’s carrying value.

Fair value is estimated by management using a probability weighted discounted cash flow model in combination with market-based valuation approaches for reporting units and a relief-from-royalty method for trade name.

Management’s principal assumptions for the impairment assessments consisted of forecasted revenues per available passenger cruise day, occupancy rates from existing vessels, vessel operating expenses, terminal growth rate, royalty rate, and weighted average cost of capital (i.e., discount rate).

The principal considerations for our determination that performing procedures relating to the impairment assessments of the Silversea Cruises reporting unit goodwill and trade name is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the Silversea Cruises reporting unit and trade name;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to forecasted revenues per available passenger cruise day, occupancy rates from existing vessels, terminal growth rates, and discount rates for the goodwill and trade name impairment assessments, vessel operating expenses for the goodwill impairment assessment and the royalty rate for the trade name impairment assessment;

The principal considerations for our determination that performing procedures relating to the impairment assessments of the Silversea reporting unit goodwill and trade name is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the Silversea reporting unit and trade name;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill and trade name impairment assessments, including controls over the valuation of the Silversea Cruises reporting unit and trade name.

These procedures included testing the effectiveness of controls relating to management’s goodwill and indefinite -life intangible asset impairment assessments, including controls over the valuation of the Silversea reporting unit and trade name.

These procedures also included, among others (i) testing management’s process for developing the fair value estimates;

(ii) evaluating the appropriateness of the probability weighted discounted cash flow model and relief-from-royalty method used by management;

(iii) testing the completeness and accuracy of underlying data used in the probability weighted discounted cash flow model and relief-from-royalty method;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenues per available passenger cruise day, occupancy rates from existing vessels, terminal growth rates, and discount rates for the goodwill and trade name impairment assessments, vessel operating expenses for the goodwill impairment assessment, and the royalty rate for the trade name impairment assessment.

Evaluating management’s assumptions related to forecasted revenues per available passenger cruise day, occupancy rates from existing vessels, vessel operating expenses and terminal growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit and the Silversea Cruises brand;

(ii) evaluating the appropriateness of the probability weighted discounted cash flow model and relief-from-royalty methods used by management;

(iii) testing the completeness and accuracy of underlying data used in the probability weighted discounted cash flow model and relief-from-royalty methods;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenues per available passenger cruise day and occupancy rates from existing vessels.

Evaluating management’s assumptions related to forecasted revenues per available passenger cruise day and occupancy rates from existing vessels involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit and the Silversea brand;

(ii) the consistency with external market and industry data;

and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the probability weighted discounted cash flow model and relief-from-royalty method and (ii) the reasonableness of the discount rate and royalty rate assumptions.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the probability weighted discounted cash flow model and the relief-from-royalty methods.

/s/ PricewaterhouseCoopers LLP

21 unchanged sentences

Depreciation and amortization expenses 1,718 1,600 1,455

Operating Income (Loss) 4,106 2,878 ( 766 )

Operating Income 4,910 4,106 2,878

Other income (expense):

3 unchanged sentences

Other income (expense) 17 149 ( 2 )

( 1,210 ) ( 1,174 ) ( 1,390 )

Net Income (Loss) 2,896 1,704 ( 2,156 )

Income before income taxes 4,373 2,941 1,711

Provision for income taxes ( 82 ) ( 46 ) ( 6 )

Net Income 4,291 2,896 1,704

Net Income attributable to noncontrolling interest 23 18 7

Net Income (Loss) attributable to Royal Caribbean Cruises Ltd.

Net Income attributable to Royal Caribbean Cruises Ltd.

$ 4,268 $ 2,877 $ 1,697

Earnings (Loss) per Share:

Earnings per Share:

Basic $ 15.75 $ 11.00 $ 6.63

1 unchanged sentence

Comprehensive Income (Loss)

Net Income (Loss) $ 2,896 $ 1,704 $ ( 2,156 )

Net Income $ 4,291 $ 2,896 $ 1,704

Other comprehensive income (loss):

1 unchanged sentence

Change in defined benefit plans ( 4 ) 12 6

(Loss) Gain on cash flow derivative hedges ( 157 ) ( 27 ) 8

Total other comprehensive (loss) income ( 128 ) ( 30 ) 67

Comprehensive Income (Loss) 2,768 1,674 ( 2,089 )

Gain (loss) on cash flow derivative hedges 228 ( 157 ) ( 27 )

Total other comprehensive income (loss) 198 ( 128 ) ( 30 )

Comprehensive Income 4,489 2,768 1,674

Comprehensive Income attributable to noncontrolling interest 23 18 7

Comprehensive Income (Loss) attributable to Royal Caribbean Cruises Ltd.

Comprehensive Income attributable to Royal Caribbean Cruises Ltd.

$ 4,466 $ 2,750 $ 1,667

____________________________________________________________

Certain amounts may not add due to use of rounded numbers.

Certain amounts may not add or calculate due to use of rounded numbers.

The accompanying notes are an integral part of these consolidated financial statements.

36 unchanged sentences

Paid-in capital 7,964 7,831

Retained earnings (accumulated deficit) 2,612 ( 10 )

Retained earnings 5,925 2,612

Accumulated other comprehensive loss ( 604 ) ( 802 )

12 unchanged sentences

Operating Activities

Net Income (Loss) $ 2,896 $ 1,704 $ ( 2,156 )

Net Income $ 4,291 $ 2,896 $ 1,704

Depreciation and amortization 1,718 1,600 1,455

Net deferred income tax benefit — ( 8 ) ( 22 )

Loss (gain) on derivative instruments not designated as hedges 77 ( 19 ) 100

Net deferred income tax expense (benefit) 18 — ( 8 )

(Gain) loss on derivative instruments not designated as hedges ( 49 ) 77 ( 19 )

Share-based compensation expense 175 267 126

Equity investment (income) loss ( 260 ) ( 200 ) ( 57 )

Equity investment income ( 414 ) ( 260 ) ( 200 )

Amortization of debt issuance costs, discounts and premiums 97 98 109

1 unchanged sentence

Changes in operating assets and liabilities:

Decrease (increase) in trade and other receivables 52 99 ( 234 )

(Increase) decrease in trade and other receivables ( 3 ) 52 99

Increase in inventories, net — ( 17 ) ( 24 )

3 unchanged sentences

Increase in customer deposits 243 186 1,143

Dividends received from unconsolidated affiliates 264 29 11

Other, net ( 34 ) ( 109 ) 7

13 unchanged sentences

Premium on repayment of debt ( 2 ) ( 292 ) ( 80 )

Repurchase of common stock ( 1,159 ) — —

Dividends paid ( 824 ) ( 107 ) —

1 unchanged sentence

Other, net ( 52 ) ( 57 ) ( 3 )

Net cash (used in) provided by financing activities ( 1,922 ) ( 1,993 ) 1,741

Net cash used in financing activities ( 1,018 ) ( 1,922 ) ( 1,993 )

Effect of exchange rate changes on cash and cash equivalents 2 ( 6 ) 1

Net decrease in cash and cash equivalents ( 109 ) ( 1,438 ) ( 767 )

Net increase (decrease) in cash and cash equivalents 437 ( 109 ) ( 1,438 )

Cash and cash equivalents at beginning of year 388 497 1,935

11 unchanged sentences

Purchases of property and equipment included in accounts payable and accrued expenses and other liabilities $ 72 $ 47 $ 50

Acquisition of property and equipment from assumed debt $ — $ — $ 277

Non-Cash Financing Activities

Debt related to acquisition of property and equipment $ — $ — $ 277

Non-cash inducement on convertible notes exchange $ 7 $ 104 $ —

2 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Common Stock Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Treasury Stock Noncontrolling Interest Total Shareholders' Equity

(in millions)

Common Stock Paid-in Capital (Accumulated Deficit) Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Noncontrolling Interest Total Shareholders' Equity

(in millions, except share data)

Balances at January 1, 2023 $ 3 $ 7,285 $ ( 1,707 ) $ ( 644 ) $ ( 2,068 ) $ — $ 2,869

Activity related to employee stock plans — 130 — — — — 130

Cumulative effect of adoption of Accounting Standards Update 2020-06 — ( 308 ) 146 — — — ( 162 )

Convertible notes settlements — 13 — — — — 13

Changes related to cash flow derivative hedges — — — ( 27 ) — — ( 27 )

1 unchanged sentence

Foreign currency translation adjustments — — — ( 9 ) — — ( 9 )

Purchases of treasury stock — — — — ( 2 ) — ( 2 )

Net Loss attributable to Royal Caribbean Cruises Ltd.

Repurchase of common stock — — — — ( 1 ) — ( 1 )

Sale of noncontrolling interests — 46 — — — 174 220

Net Income attributable to Noncontrolling interests — — — — — 7 7

Dividends from noncontrolling interests — — — — — ( 6 ) ( 6 )

Net Income attributable to Royal Caribbean Cruises Ltd.

— — 1,697 — — — 1,697

1 unchanged sentence

Activity related to employee stock plans — 253 — — — — 253

Common stock dividends, $ 0.95 per share

— — ( 255 ) — — — ( 255 )

Convertible notes settlements — 104 — — — — 104

2 unchanged sentences

Foreign currency translation adjustments — — — 17 — — 17

Purchases of treasury stock — — — — ( 1 ) — ( 1 )

Sale of noncontrolling interests — 46 — — — 174 220

Repurchase of common stock — — — — ( 12 ) — ( 12 )

Net Income attributable to Noncontrolling interests — — — — — 18 18

Dividends from noncontrolling interests — — — — — ( 6 ) ( 6 )

Other activity attributable to

noncontrolling interest — — — — — ( 21 ) ( 21 )

Net Income attributable to Royal Caribbean Cruises Ltd.

8 unchanged sentences

Foreign currency translation adjustments — — — ( 26 ) — — ( 26 )

Purchases of treasury stock — — — — ( 12 ) — ( 12 )

Repurchase of common stock — — — — ( 1,170 ) — ( 1,170 )

Net Income attributable to Noncontrolling interests — — — — — 23 23

10 unchanged sentences

We own and operate three global cruise brands:

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

8 unchanged sentences

Summary of Significant Accounting Policies for a discussion of our significant accounting policies.

The Company has changed its presentation from thousands to millions and, as a result, any necessary rounding adjustments have been made to prior period disclosed amounts.

All significant intercompany accounts and transactions are eliminated in consolidation.

20 unchanged sentences

The useful lives of our ships are generally 30 - 35 years, net of a 10 %- 15 % projected residual value.

The 30 - 35 -year useful

The 30 - 35 -year useful life and 10 %- 15 % residual value are based on the weighted-average of all major components of a ship.

Our useful life and

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

life and 10 %- 15 % residual value are based on the weighted-average of all major components of a ship.

Our useful life and residual value estimates take into consideration the impact of anticipated technological changes, environmental regulations, long-term cruise and vacation market conditions and historical useful lives of similarly-built ships.

residual value estimates take into consideration the impact of anticipated technological changes, environmental regulations, long-term cruise and vacation market conditions and historical useful lives of similarly-built ships.

In addition, we take into consideration our estimates of the weighted-average useful lives of the ships' major component systems, such as hull, superstructure, main electric, engines and cabins.

22 unchanged sentences

We perform a detailed analysis of the various activities performed for each drydock and only defer those costs that are directly related to planned major maintenance activities necessary to maintain Class.

The costs deferred are related to activities not otherwise routinely periodically performed to maintain a vessel's designed and intended operating capability.

The costs deferred are related to activities not otherwise routinely and periodically performed to maintain a vessel's designed and intended operating capability.

Repairs and maintenance activities are charged to expense as incurred.

6 unchanged sentences

the reporting unit's estimated fair value over carrying value at the last quantitative assessment date, macroeconomic conditions, market conditions and our operating performance.

If we do not perform a qualitative assessment, or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, we calculate the estimated fair value of the reporting unit using an income approach, which may also include a combination of a market-based valuation approach.

The estimation of fair value utilizing a probability weighted discounted cash flow model includes numerous uncertainties which require our significant judgment when making assumptions of expected revenues, operating costs, interest rates, ship additions and retirements as well as regarding the cruise vacation industry's competitive environment and general economic and business conditions.

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These instruments are recorded on the balance sheet at their fair value and the vast majority are designated as hedges.

We also use non-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments.

Although certain of our derivative financial instruments do not

We also use non-derivative financial instruments designated as hedges of

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

qualify or are not accounted for under hedge accounting, our objective is not to hold or issue derivative financial instruments for trading or other speculative purposes.

our net investment in our foreign operations and investments.

Although certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, our objective is not to hold or issue derivative financial instruments for trading or other speculative purposes.

At inception of the hedge relationship, a derivative instrument that hedges the exposure to changes in the fair value of a firm commitment or a recognized asset or liability is designated as a fair value hedge.

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We monitor our credit risk associated with financial and other institutions with which we conduct significant business and, to minimize these risks, we select counterparties with credit risks acceptable to us and we seek to limit our exposure to an individual counterparty.

Credit risk, including but not limited to counterparty nonperformance under derivative instruments, our credit facilities and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions, insurance companies and export credit agencies, many of which we have long-term relationships with and which have credit risks acceptable to us or where the credit risk is spread out among a large number of

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

counterparties.

relationships with and which have credit risks acceptable to us or where the credit risk is spread out among a large number of counterparties.

We do not anticipate nonperformance by any of our significant counterparties.

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Diluted Earnings (Loss) per share incorporates the incremental shares issuable upon the assumed conversion of potentially dilutive securities.

Effective January 1, 2022, we use the if-converted method to calculate the impact of our convertible notes that may be settled in cash or shares.

We use the if-converted method to calculate the impact of our convertible notes that may be settled in cash or shares.

To the extent dilutive, shares related to our convertible notes are assumed to be converted into common stock at the beginning of the reporting period, and we add back the interest expense to the numerator.

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Stock-Based Employee Compensation

We measure and recognize compensation expense at the estimated fair value of employee stock awards.

We measure and recognize compensation expense at the estimated fair value of employee stock awards on the grant date.

Compensation expense for awards and the related tax effects are recognized as they vest.

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Adoption of Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) ("ASU 2020-06"), which simplifies the accounting for convertible instruments.

The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments, requiring bifurcation only if the convertible debt feature qualifies as a derivative under Accounting Standards Codification ("ASC") 815, Derivatives and Hedging ("ASC 815") or for convertible debt issued at a substantial premium.

The ASU removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception, permitting more contracts to qualify for it.

In addition, the guidance eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method.

The guidance also decreases interest expense due to the reversal of the remaining non-cash convertible debt discount.

On January 1, 2022 we adopted this pronouncement using the modified retrospective approach to recognize our convertible notes as single liability instruments given they do not qualify as derivatives under ASC 815, nor were they issued at a substantial premium.

Accordingly, as of January 1, 2022, we recorded a $ 161 million increase to debt, primarily as a result of the reversal of the remaining non-cash convertible debt discount, as well as a reduction of $ 307.6 million to additional paid in capital, which resulted in a cumulative effect on adoption of approximately $ 146.2 million to increase retained earnings.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This ASU requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods.

This ASU also requires public entities with a single reportable segment to provide all the disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 280.

The amendments in this ASU are intended to improve financial reporting by requiring disclosure of

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incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted and the amendments should be applied retrospectively to all periods presented.

We adopted the new guidance effective for the fiscal year beginning January 1, 2024.

The adoption of this guidance did not have a material impact to our consolidated financial statements or disclosures given our consolidated statement of comprehensive income (loss) already includes disclosure of our significant segment expenses that are regularly provided to our chief operating decision-maker.

In November 2024, the FASB issued ASU No.

2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments.

This ASU is intended to improve the relevance and consistency in application of the induced conversion guidance by clarifying the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion rather than a debt extinguishment.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted for entities that have adopted the amendments in Update 2020-06 and the amendments can be applied on either a prospective or a retrospective basis.

We early adopted the new guidance effective October 1, 2024 on a retrospective basis.

The adoption of this guidance did not have a material impact to our consolidated financial statements or disclosures.

Recent Accounting Pronouncements

In August 2023, the FASB issued ASU No.

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Early adoption is permitted, and joint ventures formed prior to the adoption date may elect to apply the new guidance retrospectively back to their original formation date.

We are currently evaluating the impact of the new guidance on our consolidated financial statements.

We adopted the new guidance effective for the fiscal year beginning January 1, 2025.

The adoption of this guidance did not have a material impact to our consolidated financial statements or disclosures.

In December 2023, the FASB issued ASU No.

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The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

This ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis.

Early adoption and retrospective application is permitted.

We are currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures.

This ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis with the option to apply retrospectively.

We adopted the new guidance for the fiscal year beginning January 1, 2025 on a prospective basis.

For further information on taxes, refer to Note 14 .

Income Taxes.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires disclosures about certain categories of expenses (including purchases of inventory, employee compensation, depreciation and intangible asset amortization) that are included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses.

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disclosures about selling expenses.

This new guidance is intended to provide investors with more detailed expense information in order to better understand an entity's cost structure and forecast future cash flows.

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Early adoption and retrospective application is permitted.

We are currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures.

We are evaluating the impact of the new guidance on disclosures to our consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other - Internal - Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal - Use Software.

This new guidance is intended to eliminate the use of project stages and introduces a principles-based framework for recognizing and capitalizing internal-use software costs.

The ASU is effective for annual periods beginning after December 15, 2027, including interim periods within those annual periods.

Early adoption is permitted.

We are evaluating the impact of the new guidance on our consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU No.

2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements, which amends certain aspects of the hedge accounting guidance to more closely align hedge accounting with the economics of an entity’s risk management activities.

This new guidance is intended to enable entities to achieve and maintain hedge accounting for a broader population of highly effective economic hedges while reducing cost and complexity.

This ASU is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual periods.

Early adoption is permitted.

The amendments require adoption on a prospective basis.

We are evaluating the impact of the new guidance on our consolidated financial statements and related disclosures.

Reclassifications

For the year ended December 31, 2025, we separately presented Provision for income taxes in our consolidated statements of comprehensive income (loss).

As a result, prior year amounts were reclassified from Other income (expense) to conform to the current year presentation.

For the year ended December 31, 2025, we separately presented Dividends received from unconsolidated affiliates in our consolidated statements of cash flows.

As a result, prior year amounts were reclassified from Other, net within Operating Activities to conform to the current year presentation.

Revenue Recognition

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We receive payment before we satisfy this performance obligation and recognize revenue over the duration of each cruise, which generally ranges from three to 14 nights.

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Passenger ticket revenues include charges to our guests for port costs that vary with passenger head counts.

These types of port costs, along with port costs that do not vary by passenger head counts, are included in our operating expenses.

The amounts of port costs charged to our guests and included within Passenger ticket revenues on a gross basis were $ 1.1 billion, $ 896 million and $ 639 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The amounts of port costs charged to our guests and included within Passenger ticket revenues on a gross basis were $ 1.3 billion, $ 1.1 billion and $ 896 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Our total revenues also include Onboard and other revenues , which consist primarily of revenues from the sale of goods and services onboard our ships that are not included in passenger ticket prices.

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As a practical expedient, we have omitted disclosures on our remaining performance obligations as the duration of our contracts with customers is less than a year.

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Disaggregated Revenues

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Customer deposits presented in our consolidated balance sheets include contract liabilities of $ 3.1 billion and $ 2.8 billion as of December 31, 2025 and December 31, 2024, respectively.

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As of December 31, 2024, our customer deposit balance includes $ 222 million of unredeemed future cruise credits ("FCCs"), which were mostly held by guests with bookings on sailings that were cancelled during our suspension of global cruise operations.

Our FCCs are not refundable and do not have expiration dates.

Based upon our analysis of historical redemption experience, we believe a portion of our FCCs are not probable of being used in future periods.

Based on our current estimates, we recognized an immaterial amount of FCC breakage revenue during the year ended December 31, 2024.

We will continue to monitor changes in redemption behavior and estimate and record revenue associated with breakage when the likelihood of the customer exercising their remaining rights becomes remote.

Contract Receivables and Contract Assets

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As of December 31, 2025, none of our credit card processors required us to maintain a reserve.

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We have contract assets that are conditional rights to consideration for satisfying the construction services performance obligations under a service concession arrangement.

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Our prepaid travel advisor commissions and prepaid credit and debit card fees are recognized at the time of revenue recognition or at the time of voyage cancellation, and are reported primarily within Commissions, transportation and other in our consolidated statements of comprehensive income (loss).

As of November 30, 2024, we performed our annual goodwill impairment review and determined there was no impairment of goodwill for the Silversea Cruises and Royal Caribbean reporting units.

In respect to the Silversea Cruises reporting unit, we determined the fair value of the Silversea Cruises reporting unit exceeded its carrying value by approximately 63 %, as of November 30, 2024.

We did not perform interim impairment evaluations during the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024 as no triggering events were identified.

As of November 30, 2025, we performed our annual goodwill impairment review and determined there was no impairment of goodwill for the Silversea and Royal Caribbean reporting units.

In respect to the Silversea reporting unit, we determined the fair value of the Silversea reporting unit exceeded its carrying value by approximately 98 %, as of November 30, 2025.

We used a probability weighted discounted cash flow model in combination with a market-based valuation approach for the Silversea reporting unit.

This requires the use of assumptions that are subject to risk and uncertainties.

The principal assumptions used in the discounted cash flow model that support our Silversea Cruises reporting unit goodwill impairment assessment consisted of:

• Forecasted revenues per available passenger cruise day;

• Occupancy rates from existing vessels;

• Vessel operating expenses;

• Terminal growth rate;

• Weighted average cost of capital (i.e., discount rate)

Refer to Note 2 .

Summary of Significant Accounting Policies for more information on related authoritative guidance on the valuation approach and assumptions used.

For the Royal Caribbean Reporting unit, we performed a qualitative assessment to determine whether it was more-likely-than not that our Royal Caribbean reporting unit's fair value was less than its carrying amount.

The qualitative analysis included assessing the impact of certain factors such as general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates.

Based on our qualitative

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assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Royal Caribbean reporting unit exceeded its carrying value.

We did not perform interim impairment evaluations during the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024 as no triggering events were identified.

The carrying value of goodwill attributable to our Royal Caribbean, Celebrity Cruises, and Silversea Cruises reporting units during the years ended December 31, 2024 and 2023 were as follows (in millions):

Royal Caribbean Celebrity Cruises Silversea Cruises Total

Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Royal Caribbean reporting unit exceeded its carrying value.

The carrying value of goodwill attributable to our Royal Caribbean, Celebrity Cruises, and Silversea reporting units during the years ended December 31, 2025 and 2024 were as follows (in millions):

Royal Caribbean Celebrity Cruises Silversea Total

Balance at December 31, 2024 $ 296 $ 3 $ 509 $ 808

Balance at December 31, 2025 $ 296 $ 3 $ 509 $ 808

Accumulated impairment losses to the carrying value of goodwill attributable to our reporting units were $ 576 million as of December 31, 2024 and December 31, 2023.

Accumulated impairment losses to the carrying value of goodwill attributable to our Silversea reporting unit was $ 576 million as of December 31, 2025 and December 31, 2024.

Intangible Assets

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As of November 30, 2025, we performed our annual trade name impairment review and determined no impairment losses existed at the date of this annual assessment for this indefinite-life intangible asset.

We determined the fair value of the Silversea Cruises trade name exceeded its carrying value by approximately 66 % at the date of this annual assessment.

We did not perform interim impairment evaluations during the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024 as no triggering events were identified.

We determined the fair value of the Silversea trade name exceeded its carrying value by approximately 90 % at the date of this annual assessment.

The determination of our trade name fair values using a probability weighted discounted cash flow model and various valuation methods depending on the nature of the intangible asset, such as the relief-from-royalty method, requires the use of assumptions that are subject to risk and uncertainties.

The principal assumptions used in the discounted cash flow analyses that support the Silversea Cruises trade name impairment assessment consisted of:

• Forecasted revenues per available passenger cruise day;

• Occupancy rates from existing vessels;

• Terminal growth rate;

• Royalty rate;

• Weighted average cost of capital (i.e., discount rate).

Refer to Note 2 .

Summary of Significant Accounting Policies for more information on related authoritative guidance on the valuation approach and assumptions used.

The following is a summary of our intangible assets as of December 31, 2025 (in millions, except weighted average amortization period):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2025

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Total intangible assets, net $ 483 $ 62 $ 31 $ 390

(1) Primarily relates to the Silversea Cruises trade name representing approximately $ 319 million.

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(1) Majority relates to the Silversea trade name representing approximately $ 319 million.

The following is a summary of our intangible assets as of December 31, 2024 (in millions, except weighted average amortization period):

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Total intangible assets, net $ 490 $ 55 $ 31 $ 404

(1) Primarily relates to the Silversea Cruises trade name representing approximately $ 319 million.

(1) Majority relates to the Silversea trade name representing approximately $ 319 million.

The estimated future amortization for finite-life intangible assets for each of the next five years is $ 7.6 million.

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Property and Equipment

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We capitalized interest costs of $ 85 million, $ 63 million, and $ 99 million for the years ended December 31, 2025, 2024 and 2023, respectively.

In May 2024, we took delivery of Silver Ray .

In October 2025, we took delivery of Celebrity Xcel .

In July 2025, we took delivery of Star of the Seas .

In June 2024, we took delivery of Utopia of the Seas.

In May 2024, we took delivery of Silver Ray .

Refer to Note 8 .

Debt for further information on the financings for Silver Ray and Utopia of the Seas.

In June 2023, we took delivery of Silver Nova.

In November 2023, we took delivery of Celebrity Ascent and Icon of the Seas.

In our consolidated statement of cash flows for the years ended December 31, 2024 and 2023, respectively, the acceptance of the ships and satisfaction of our obligations under the shipbuilding contract were classified as outflows and constructive disbursements within Investing Activities while the amounts novated and effectively advanced from our lenders under our previously committed financing arrangements were classified as inflows and constructive receipts within Financing Activities.

Debt for further information.

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

The final purchase price was $ 294 million.

The Company accounted for this acquisition as an asset acquisition, whereby the final purchase price was allocated to the net assets acquired on the basis of their estimated fair values on the acquisition date.

The primary asset acquired is land that will be developed into another destination in our Perfect Day Collection, Perfect Day Mexico, which is expected to open in 2027.

In our consolidated statements of cash flows for the years ended December 31, 2025 and 2024, respectively, the acceptance of the ships and satisfaction of our obligations under the shipbuilding contract were classified as outflows and constructive disbursements within Investing Activities while the amounts novated and effectively advanced from our lenders under our previously committed financing arrangements were classified as inflows and constructive receipts within Financing Activities.

Long-lived Assets impairments

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Any impairment charges recognized on Long-lived Assets used in our operations are generally reported within Other operating in our consolidated statements of comprehensive income (loss).

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Investments and Other Assets

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We account for the majority of these investments as either an equity method investment or a controlled subsidiary.

In 2023, we closed on the partnership agreement with iCON Infrastructure Partners VI, L.P.

This partnership owns, develops, and manages cruise terminal facilities and infrastructure in key ports of call, initially including several development projects in Italy and Spain.

As part of the transaction with iCON we also sold 80 % of the entity which owns our terminal at PortMiami.

Refer below to equity method investments and controlled subsidiarie s for further information on the transaction.

In addition, the partnership will pursue additional port infrastructure developments, including future plans to own, develop, and manage an infrastructure project in the U.S.

The equity method investments are i ncluded within Other assets in our consolidated balance sheets.

Our partnership with iCON Infrastructure Partners VI, L.P.

("iCON"), owns, develops, and manages cruise terminal facilities and infrastructure in key ports of call, initially including several development projects in Italy and Spain.

We have a 10 % noncontrolling interest in the holding company of the partnership, and the entity is a VIE.

The partnership continues to pursue additional port infrastructure developments, including future plans to own, develop, and manage an infrastructure project in the U.S.

Virgin Islands.

Some of these ports are accounted for as consolidated investments ("controlled subsidiaries") and some are accounted for as equity method investments.

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Unconsolidated investments ("equity method investments")

We have determined that TUI Cruises GmbH ("TUIC"), our 50 %-owned joint venture, which operates the brands TUI Cruises and Hapag-Lloyd Cruises, is a VIE.

We have determined that TUI Cruises GmbH ("TUIC"), our 50 %-owned joint venture, which operates the brands Mein Schiff and Hapag-Lloyd Cruises, is a VIE.

We have determined that we are not the primary beneficiary of TUIC.

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Accordingly, we do not consolidate this entity and account for this investment under the equity method of accounting.

As of December 31, 2024, the net book value of our investment in TUIC was $ 814 million, primarily consisting of $ 749 million in equity and a loan of € 55 million, or approximately $ 57 million, based on the exchange rate at December 31, 2024.

As of December 31, 2025, the net book value of our investment in TUIC was $ 990 million, primarily consisting of equity.

As of December 31, 2024 , the net book value of our investment in TUIC was $ 814 million, primarily consisting of $ 749 million in equity and a loan of € 55 million, or approximately $ 57 million, based on the exchange rate at December 31, 2024.

The loan, which was made in connection with the sale of Splendour of the Seas in April 2016, accrues interest at a rate of 6.25 % per annum and is payable over 10 years.

This loan is 50 % guaranteed by TUI AG and is secured by a first priority mortgage on the ship.

In September 2025, the loan, which was made in connection with the sale of Splendour of the Seas in April 2016, was fully repaid.

TUIC has various ship construction and financing agreements which include certain restrictions on each of our and TUI AG’s ability to reduce our current ownership interest in TUIC below 37.55 % through May 2033.

Our investment amount and outstanding term loan are substantially our maximum exposure to loss in connection with our investment in TUIC.

Our investment amount is substantially our maximum exposure to loss in connection with our investment in TUIC.

We have determined that Grand Bahama Shipyard Ltd.

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Accordingly, we do not consolidate this entity and account for this investment under the equity method of accounting.

During the fourth quarter of 2024, we acquired an additional 9 % ownership interest in Grand Bahama for an immaterial amount, taking our noncontrolling interest from 40 % to 49 %.

In 2023, we formed a 50 %-owned joint venture with the other 49 % shareholder of Grand Bahama to operate Floating Docks S.

(“Floating Docks”).

Floating Docks will construct two floating drydocks, with delivery dates expected in 2025 and 2026, that will be leased to Grand Bahama and allow it to service the entire range of cruise ships in operation and under construction, as well as much of the world’s commercial shipping fleet.

We and our joint venture partner have each guaranteed 50 % of certain installment payments payable by Floating Docks under the drydock and related construction contracts, which are contingent on the achievement of certain construction milestones, bringing our total payment guarantees to $ 37 million as of December 31, 2024.

Our investment in Floating Docks is $ 80 million as of December 31, 2024.

Floating Docks S.

(“Floating Docks”), our approximately 33 %-owned joint venture with the other shareholders of Grand Bahama has constructed two floating drydocks, the first was delivered in June 2025 and the second was delivered in February 2026.

These floating docks will be novated to Grand Bahama and allow it to service our cruise ships in operation and under construction, as well as much of the world’s commercial shipping fleet.

We and our joint venture partners have each guaranteed 33 % of certain installment payments payable by Floating Docks under the drydock and related construction contracts, which have been and continue to be contingent on the achievement of the remaining construction milestones.

Our remaining payment guarantees are immaterial as of December 31, 2025.

Our investment in Floating Docks, including loans, is $ 128 million as of December 31, 2025.

We have determined that Floating Docks is a VIE.

We have determined that we are not the primary beneficiary of Floating Docks since we believe that the power to direct the activities that most significantly impact Floating Docks' economic performance is shared between ourselves and our joint venture partner.

All the significant operating and financial decisions of

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Floating Docks require the consent of both parties which we believe creates shared power over Floating Docks.

All the significant operating and financial decisions of Floating Docks require the consent of both parties which we believe creates shared power over Floating Docks.

Accordingly, we do not consolidate this entity and account for this investment under the equity method of accounting.

During the fourth quarter of 2024, we entered into an agreement to sell one-third of our ownership interests in both Grand Bahama and Floating Docks.

The transaction is expected to close in the first half of 2025, subject to regulatory approval and customary closing conditions.

In 2023, as part of the transaction with iCON, we sold our controlling interest in two Italian entities for an immaterial amount of net proceeds and recognized an immaterial gain on the sale.

We have determined that the partnership and both Italian entities are VIE's.

These entities in Italy represent development projects to own, develop, and manage cruise terminal facilities in key ports of call.

We have determined that we are not the primary beneficiary for either of these entities as we do not have the power to direct the activities that most significantly impact the economic performance.

Accordingly, we do not consolidate these entities and account for these investments under the equity method of accounting.

In June 2025, we sold one-third of our ownership interests in both Grand Bahama and Floating Docks to a third party.

Our noncontrolling interests in Grand Bahama and Floating Docks were reduced from 49 % and 50 %, respectively, at March 31, 2025 to approximately 33 % of each as of June 30, 2025.

The sale did not have a material impact to our consolidated financial statements.

The following tables set forth information regarding our investments accounted for under the equity method of accounting, including the entities discussed above (in millions):

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$ 414 $ 260 $ 200

Dividends received (1)

$ 264 $ 30 $ 11

(1) During the year ended December 31, 2025 , TUI Cruises paid us dividends totaling $ 258 million , The amounts included in the table above are net of tax withholdings.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31,

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Total expenses ( 2,490 ) ( 1,978 ) ( 1,857 )

Net income (loss) $ 546 $ 471 $ 123

$ 805 $ 546 $ 471

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Consolidated investments ("controlled subsidiaries")

As described above, we hold equity interests in ventures related to our cruise operations.

We account for these investments as a controlled subsidiary when we determine we are the primary beneficiary.

As part of the transaction with iCON, we sold an 80 % interest in the entity which owns our terminal at PortMiami for $ 209 million and retained a 20 % minority interest, effective March 31, 2023.

The cash consideration received for the sale of the PortMiami terminal company, net of transaction costs, was allocated between paid in capital and noncontrolling interest using the net book value of our investment in the PortMiami terminal, as presented in the statement of shareholders' equity.

As part of the transaction, we also sold a noncontrolling interest in another entity which is developing a port project in Spain for an immaterial amount.

We have determined that both of these entities are VIEs, and we are the primary beneficiary as we have the power to direct the activities that most significantly impact the facility’s economic performance.

Accordingly, we continue to consolidate both entities, along with other investments where we are considered the primary beneficiary, none of which are considered material for disclosure as of December 31, 2024.

Debt consists of the following (in millions):

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Unsecured senior notes 5.56 % 2026 - 2036 $ 11,197 $ 9,699

Secured senior notes — % 2029 — 1,000

Unsecured term loans 3.32 % 2026 - 2037 8,024 7,687

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(1) Weighted average interest rates are based on outstanding loan balance as of December 31, 2025, and for variable rate debt include either EURIBOR or Term SOFR plus the applicable margin.

(2) Advances under our unsecured revolving credit facilities accrue interest at Term SOFR plus a 0.10 % credit adjustment spread plus an interest rate margin of 1.33 %.

(2) Advances under our unsecured revolving credit facilities accrue interest at Term SOFR plus an interest rate margin of 1.10 % as of December 31, 2025.

Based on applicable Term SOFR rates, as of December 31, 2025, the interest rate under the unsecured credit facilities was 4.79 %.

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Unsecured Revolving Credit Facilities

During the quarter ended December 31, 2024, we increased the capacity of our unsecured revolving credit facilities due in 2026 and 2028, respectively, by $ 355 million utilizing their respective accordion features.

As of December 31, 2024 our

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

aggregate revolving credit capacity is $ 4.1 billion of which $ 2.04 billion of the commitments are scheduled to mature in October 2026 and $ 2.04 billion of the commitments are scheduled to mature in October 2028.

As of December 31, 2024, we had undrawn capacity of $ 3.7 billion under our unsecured revolving credit facilities.

During the year ended December 31, 2025, we amended our two revolving credit facilities, bringing our aggregate revolving credit capacity to $ 6.4 billion, and extended the termination date of one of the revolving credit facilities from October 2026 to October 2030.

The commitments are split evenly between the two facilities and are scheduled to mature in October 2028 and October 2030.

As of December 31, 2025, our unsecured revolving credit facilities were undrawn.

Convertible Notes due 2025

In March 2025, we completed a privately negotiated exchange with a limited number of holders of the 6.00 % Convertible Senior Notes 2025.

The holders exchanged approximately $ 213 million in aggregate principal amount for approximately 3 million shares of common stock and $ 214 million in cash, including accrued interest.

The convertible notes exchange resulted in immaterial induced conversion expense.

In August 2025, the remaining $ 106 million of our 6.0 % Convertible Senior Notes matured.

The notes and accrued interest were settled using a combination of $ 109 million in cash, and the issuance of approximately 1.8 million shares of common stock.

In August 2024, we completed a privately negotiated exchange with a limited number of holders of the 6.00 % Convertible Senior Notes due 2025.

The holders exchanged approximately $ 827 million in aggregate principal amount for approximately 11.4 million shares of common stock and $ 827 million in cash, plus accrued and unpaid interest.

The convertible notes exchange resulted in an induced conversion expense of $ 119 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.

The net carrying value of the 6.00 % convertible notes was as follows:

(in millions) As of December 31, 2024 As of December 31, 2023

Principal $ 322 $ 1,150

Unamortized debt issuance costs 1 13

$ 321 $ 1,137

The interest expense recognized related to the 6.00 % convertible notes was as follows:

(in millions) As of December 31, 2024 As of December 31, 2023

Contractual interest expense $ 50 $ 69

Amortization of debt issuance costs 6 8

Convertible Notes due 2023

In June 2023, our remaining $ 350 million of the 4.25 % Convertible Senior Notes matured.

The notes were settled using a combination of $ 338 million in cash, and the issuance of approximately 374,000 shares of common stock.

The issuance of equity increased additional paid in capital by an immaterial amount.

In November 2023, our remaining $ 225 million of the 2.875 % Convertible Senior Notes matured.

The notes were settled using a combination of $ 225 million in cash and the issuance of approximately 147,000 shares of common stock.

The issuance of equity increased additional paid in capital by an immaterial amount.

The convertible notes

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

exchange resulted in an induced conversion expense of $ 119 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.

2025 Debt financing transaction

In October 2025, we issued $ 1.5 billion of senior unsecured notes due in 2036 for net proceeds of approximately $ 1.49 billion.

Interest accrues on the notes at a fixed rate of 5.375 % per annum and is payable semi-annually in arrears.

The proceeds from this notes issuance were primarily used to finance the delivery of Celebrity Xcel in lieu of utilizing its existing committed export credit agency facility, with the remaining proceeds used to pay down other debt.

2024 Debt financing transactions

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The repayment resulted in a loss on extinguishment of debt of $ 142 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In September 2024, we issued $ 1.5 billion of senior unsecured notes due in 2031 for net proceeds of approximately $ 1.49 billion.

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During the fourth quarter of 2024, we repaid the remaining $ 138 million of the Silver Moon term loan due 2028, which resulted in an immaterial loss on extinguishment of debt that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.

2023 Debt financing transactions

In February 2023, we issued $ 700 million aggregate principal amount of 7.25 % senior guaranteed notes due January 2030 (" 7.25 % Priority Guaranteed Notes").

Upon closing, we terminated our commitment for the $ 700 million 364 -day term loan facility.

In addition, the remaining $ 350 million backstop committed financing was also terminated upon closing, which resulted in an immaterial loss on extinguishment of debt.

During 2023, we repaid the remaining $ 1.4 billion of our 11.50 % secured senior notes due June 2025, which resulted in a total loss on extinguishment of debt of $ 105 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2023.

In October 2023, we paid the remaining $ 502 million of the $ 0.6 billion unsecured term loan due October 2023 which was previously amended in September 2022 to extend the maturity date of advances under the facilities held by consenting lenders by 12 months to October 2024.

The payment resulted in an immaterial loss on extinguishment of debt recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2023.

2025 Export credit facilities and agency guarantees

In July 2025, we took delivery of the Star of the Seas .

To finance the delivery, we used a combination of cash and borrowed a total of $ 1.6 billion under the committed financing agreement, resulting in an unsecured term loan which is 95 % guaranteed by Finnvera plc.

The unsecured term loan amortizes semi-annually over 12 years.

The majority of the loan bears interest at a fixed rate of 3.76 % per annum and a portion of the loan bears interest at a floating rate equal to Term SOFR plus a margin of 0.90 % - 1.63 %.

Based on applicable Term SOFR rates, as of December 31, 2025, the unsecured term loan weighted average interest rate was 4.28 %.

2024 Export credit facilities and agency guarantees

In May 2024, we took delivery of Silver Ray .

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During the second quarter of 2024, we repaid $ 839 million of outstanding deferred amounts under our export credit facilities, which eliminated the restriction on dividends and share repurchases.

These repayments included both scheduled payments and an early repayment of the amortization deferral obtained on our export credit facilities in 2020 and 2021, which resulted in an immaterial loss on extinguishment of debt that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.

2023 Export credit facilities and agency guarantees

In June 2023, we took delivery of Silver Nova .

To finance the delivery, we borrowed a total of $ 503 million under the committed financing agreement, resulting in an unsecured term loan which is 95 % guaranteed by Euler Hermes.

The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 4.21 % per annum.

In November 2023, we took delivery of Celebrity Ascent .

To finance the delivery, we borrowed a total of $ 844 million under the committed financing agreement, resulting in an unsecured term loan which is 100 % guaranteed by Bpifrance Assurance Export.

The unsecured loan amortizes semi-annually over 12 years.

The majority of the loan bears interest at a fixed rate of 3.18 % per annum and a portion of the loan bears interest at a floating rate equal to Term SOFR plus a margin of 1.45 %.

Based on applicable Term SOFR rates, as of December 31, 2023, the unsecured term loan weighted average interest rate was 3.33 %.

These repayments included both scheduled payments and an early repayment of the amortization deferral obtained on our export credit facilities in 2020 and 2021, which

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In November 2023, we took delivery of Icon of the Seas .

To finance the delivery, we borrowed a total of $ 1.8 billion under the committed financing agreement, resulting in an unsecured term loan which is primarily guaranteed 100 % by Finnvera plc and the remaining smaller portion guaranteed 95 % by Euler Hermes.

The unsecured loan amortizes semi-annually over 12 years.

The majority of the loan bears interest at a fixed rate of 3.56 % per annum and a portion of the loan bears interest at a floating rate equal to Term SOFR plus a margin of 1.53 % - 1.58 %.

Based on applicable Term SOFR rates, as of December 31, 2023, the unsecured term loan weighted average interest rate was 4.76 %.

resulted in an immaterial loss on extinguishment of debt that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.

All of our unsecured ship financing term loans are guaranteed by the export credit agency in the respective country in which the ship is constructed.

For the majority of the loans as of December 31, 2025, we pay to the applicable export credit agency, depending on the financing agreement, an upfront fee of 2.35 % to 5.48 % of the maximum loan amount in consideration for these guarantees.

We amortize the fees that are paid upfront over the life of the loan.

We amortize the fees that are paid upfront over the life of the loan through Interest expense, net of interest capitalized .

We classify these fees within Amortization of debt issuance costs, discounts and premiums in our consolidated statements of cash flows.

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Debt covenants

Our revolving credit facilities, the majority of our term loans, and certain of our credit card processing agreements, contain covenants that require us, among other things, to maintain a fixed charge coverage ratio, limit our net debt-to-capital ratio, and to maintain minimum liquidity.

In July 2024, we amended all of our export credit facilities to eliminate the contractual requirement for us to maintain a minimum level of stockholders' equity.

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The company's preferred berthing agreement with Miami-Dade County ("County") includes the development plans for the County to finance the construction of a new and improved cruise Terminal G at PortMiami.

The aggregate amount of the operating lease liabilities recorded for this berthing agreement was $ 168 million and $ 167 million as of December 31, 2024 and December 31, 2023, respectively.

The aggregate amount of the operating lease liabilities recorded for this berthing agreement was $ 168 million as of December 31, 2025 and December 31, 2024, respectively.

There will be future remeasurements of the operating lease as the County completes several construction milestones throughout the term of the extended lease, including an expected remeasurement in 2027 or later, when the County satisfies substantial completion of Terminal G, as the minimum lease payments will increase at such time to approximately $ 55 million per year, with expected 3 % annual increases thereafter.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the County satisfies substantial completion of Terminal G, as the minimum lease payments will increase at such time to approximately $ 55 million per year, with expected 3 % annual increases thereafter.

For some of our real estate leases and berthing agreements, we do have the option to extend our current lease term.

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Finance leases are included within Property, and Equipment , net, and Long-term debt with the current portion of the liability included within Current portion of long-term debt in our consolidated balance sheets as of December 31, 2025 and 2024.

The Company's master lease agreement (“Master Lease”) with Miami-Dade County related to the buildings and surrounding land located at our Miami headquarters is classified as a finance lease in accordance with ASC 842, Leases .

The Master Lease includes two five-year options to extend the lease which we are reasonably certain to exercise.

In November 2023, we executed a modification to the Master Lease agreement to extend its expiration from 2076 to 2077 after coming to an agreement with Miami-Dade County on the financing plans to finalize the development of the buildings and land.

The modification of the Master Lease did not change the classification of the lease.

The Company's master lease agreement (“Master Lease”) with the County related to the buildings and surrounding land located at our Miami headquarters is classified as a finance lease in accordance with ASC 842, Leases .

The Master Lease, including two five-year options to extend, which we are reasonably certain to exercise, expires in 2077.

The agreement with the County includes financing plans to finalize the development of the buildings and land.

The total aggregate amount of the finance lease liabilities recorded for this Master Lease was $ 108 million and $ 106 million as of December 31, 2025 and December 31, 2024, respectively.

The development of the new campus buildings are expected to be completed in 2026, and the lease components will be recorded within our consolidated financial statements upon commencement.

During the quarter ended December 31, 2024, we executed the bargain purchase option and paid in full all of the outstanding aggregate principal amount of the Silver Dawn finance lease for approximately $ 227 million, which resulted in an immaterial loss on extinguishment of debt that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In 2024, we executed the bargain purchase option and paid in full all of the outstanding aggregate principal amount of the Silver Dawn finance lease for approximately $ 227 million, which resulted in an immaterial loss on extinguishment of debt.

Supplemental balance sheet information for leases was as follows (in millions):

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Total lease liabilities $ 849 $ 861

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The components of lease expense were as follows (in millions):

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In addition, certain of our berthing agreements include variable lease costs based on the number of passengers berthed.

During the twelve months ended December 31, 2024 and December 31, 2023, we had $ 115 million and $ 85 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive income (loss), respectively.

During the twelve months ended December 31, 2025, 2024, and 2023, we had $ 135 million, $ 115 million, and $ 85 million, of variable lease costs recorded within Commission, transportation and other in our consolidated statements of comprehensive income (loss), respectively.

These variable lease costs are included within the balances presented above.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The weighted average of the remaining lease terms and weighted average discount rates are as follows:

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Financing cash flows from finance leases $ 6 $ 252 $ 31

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2025, maturities related to lease liabilities were as follows (in millions):

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Shareholders' Equity

On January 1, 2022, we adopted ASU 2020-06 using the modified retrospective approach to recognize our convertible notes as single liability instruments.

As a result of the adoption of this pronouncement, the cumulative effect to Shareholders' equity was a reduction of $ 162 million.

During the fourth and third quarters of 2024, our Board of Directors declared dividends of $ 0.55 and $ 0.40 per share which were paid in the January 2025 and October 2024, respectively.

We did not declare any dividends during the years ended December 31, 2023 and December 31, 2022.

During the fourth and third quarters of 2025, our Board declared dividends of $ 1.00 per share, which were paid in January 2026 and October 2025, respectively.

During the second and first quarters of 2025 the Board declared dividends of $ 0.75 per share which were paid in July 2025 and April 2025, respectively.

During the fourth and third quarters of 2024, the Board declared dividends of $ 0.55 and $ 0.40 per share which were paid in January 2025 and October 2024, respectively.

During the second quarter of 2024, we repaid the principal amounts deferred under our export credit facilities, which eliminated the restriction on dividends and share repurchases.

1 unchanged sentence

Debt for further information on the transaction.

In February 2025, our Board of Directors declared a dividend of $ 0.75 per share, payable in April 2025.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Noncontrolling Interests

In 2023, we closed the partnership with iCON.

We sold 80 % of the entity which owns our terminal at PortMiami for $ 209 million and retained a 20 % minority interest.

The cash consideration received, net of transaction costs, was allocated between paid-in capital and noncontrolling interest in the accompanying consolidated statement of shareholders' equity for the year ended December 31, 2023.

Refer to Note 7.

Investments and Other Assets for further information on the transaction.

We did not declare any dividends during the year ended December 31, 2023.

In February 2026, our Board declared a dividend of $ 1.50 per share, payable in April 2026.

Common Stock Repurchase Program

In February 2025, our board of directors authorized a 12-month common stock repurchase program for up to $ 1 billion.

In February 2025, our Board authorized a 12-month common stock repurchase program for up to $ 1.0 billion that was completed in November 2025.

During the year ended December 31, 2025, we repurchased 3.5 million shares of our common stock under this program, for a total of $ 1.0 billion in open market transactions that were recorded in Treasury Stock in our consolidated balance sheets.

In December 2025, our Board authorized a common stock repurchase program for up to $ 2.0 billion.

The timing and number of shares to be repurchased will depend on a variety of factors including price and market conditions.

Repurchases under the program may be made at management's discretion from time to time on the open market or through privately negotiated transactions.

During the year ended December 31, 2025, we repurchased 0.6 million shares of our common stock under this program, for a total of $ 159 million in open market transactions that were recorded in Treasury Stock in our consolidated balance sheets.

As of December 31, 2025, we have $ 1.8 billion that remains available for future stock repurchase transactions under our Board authorized program.

Stock-Based Employee Compensation

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The 2008 Equity Plan, as amended, provides for the issuance of up to 10,083,570 shares of our common stock pursuant to grants of (i) incentive and non-qualified stock options, (ii) stock appreciation rights, (iii) stock awards (including time-based and/or performance-based stock awards) and (iv) restricted stock units (including time-based and performance-based restricted stock units).

During any calendar year, no one individual (other than non-employee members of our board of directors) may be granted awards of more than 500,000 shares and no non-employee member of our board of directors may be granted awards with a value, measured as of the grant date, which together with cash compensation paid to such director for such calendar year, would exceed $ 750,000 .

During any calendar year, no one individual (other than non-employee members of our Board) may be granted awards of more than 500,000 shares and no non-employee member

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

of our Board may be granted awards with a value, measured as of the grant date, which together with cash compensation paid to such director for such calendar year, would exceed $ 750,000 .

Restricted stock units outstanding as of December 31, 2025, generally vest in equal installments over three or four years from the date of grant.

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Each performance share unit award is expressed as a target number of performance share units based upon the fair market value of our common stock on the date the award is issued.

The actual number of shares underlying each award (not to exceed 200 % of the target number of performance share units) will be determined based upon the Company's achievement of a specified performance target range.

The actual number of shares underlying each award (generally not to exceed 200 % of the target number of performance share units) will be determined based upon the Company's achievement of a specified performance target range.

In 2025, we issued a target number of 189,685 performance share units, which will vest approximately three years following the award issue date.

The performance payout of these grants will be based on return on the Company's invested capital ("ROIC"), adjusted earnings per share ("Adjusted EPS"), and Carbon Intensity Reduction for the year ended December 31, 2024, to December 31, 2026, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2027 for events that are outside of management's control.

The performance payout of these grants will be based on return on the Company's invested capital ("ROIC"), adjusted earnings per share ("Adjusted EPS"), and Carbon Intensity Reduction for the years ended December 31, 2025 to December 31, 2027, as may be adjusted by the Talent and Compensation Committee of our Board in early 2028 for events that are outside of management's control.

Our senior officers meeting certain minimum age and service criteria receive their long-term incentive awards through a combination of restricted stock awards and restricted stock units.

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Declared dividends accrue (but do not get paid) on the restricted stock awards during the vesting period, with the accrued amounts to be paid out following vesting only on the number of shares underlying the award which actually vest based on satisfaction of the performance criteria.

The actual number of shares that vest (not to exceed 200 % of the shares) will be determined based upon the Company's achievement of a specified performance target range.

The actual number of shares that vest (generally not to exceed 200 % of the shares) will be determined based upon the Company's achievement of a specified performance target range.

In 2025, we issued 46,358 restricted stock awards, representing 200 % of the target number of shares underlying the award, all of which are considered issued and outstanding from the date of issuance;

however, grantees will only retain those shares earned as the result of the Company achieving the performance goals during the measurement period.

The performance payout of the 2024 awards will be based on the Company's ROIC, Adjusted EPS, and Carbon Intensity Reduction for the year ended December 31, 2024, to December 31, 2026, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2027 for events that are outside of management's control.

The performance payout of the 2025 awards will be based on the Company's ROIC, Adjusted EPS, and Carbon Intensity Reduction for the years ended December 31, 2025 to December 31, 2027, as may be adjusted by the Talent and Compensation Committee of our Board in early 2028 for events that are outside of management's control.

We also provide an Employee Stock Purchase Plan ("ESPP") to facilitate the purchase by employees of up to 2,800,000 shares of common stock in the aggregate.

Offerings to employees are made on a quarterly basis.

Subject to certain limitations, the purchase price for each share of common stock is equal to 85 % of the average of the market prices of the common stock as reported on the New York Stock Exchange on the first business day of the purchase period and the last business day of each

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

month of the purchase period.

During the years ended December 31, 2025, 2024 and 2023, 61,027 , 102,796 and 151,989 shares of our common stock were purchased under the ESPP at a weighted-average price of $ 229.47 , $ 135.55 and $ 71.23 , respectively.

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Restricted stock activity is summarized in the following table:

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restricted Stock Units Activity Number of

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Performance share units are converted into shares of common stock upon vesting on a one -for-one basis.

We estimate the fair value of each performance share when the grant is authorized and the related service period has commenced.

We remeasure the fair value of our performance shares in each subsequent reporting period until the grant date has occurred, which is the date when the performance conditions are satisfied.

We recognize compensation cost over the vesting period based on the probability of the service and performance conditions being achieved adjusted for each subsequent fair value measurement until the grant date.

We estimate the cost of each performance share when the grant is authorized and the related service period has commenced using the fair value of our common stock on the date of grant.

We would only remeasure the fair value of our performance shares in the event the award was modified during the vesting period.

We recognize compensation cost over the vesting period based on the probability of the service and performance conditions being achieved until the vesting date, which is the date the performance conditions are satisfied.

If the specified service and performance conditions are not met, compensation expense will not be recognized and any previously recognized compensation expense will be reversed.

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Non-vested share units as of December 31, 2025 608,196 $ 127.85

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The weighted-average estimated fair value of performance share units granted during the years ended December 31, 2024 and 2023 was $ 114.70 and $ 73.96 , respectively.

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We estimate the fair value of each restricted stock award when the grant is authorized and the related service period has commenced.

We remeasure the fair value of these restricted stock awards in each subsequent reporting period until the grant date has occurred, which is the date when the performance conditions are satisfied.

We would only remeasure the fair value of these restricted stock awards in the event an award was modified during the vesting period.

We recognize compensation cost over the vesting period based on the probability of the service and performance conditions being achieved until the grant date.

If the specified service and performance conditions are not met, compensation expense will not be recognized, any previously recognized compensation expense will be reversed, and any unearned shares will be returned to the Company.

Restricted stock awards activity is summarized in the following table:

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restricted Stock Awards Activity Number of

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As of December 31, 2025, we had $ 1 million of total unrecognized compensation expense, net of estimated forfeitures, related to restricted stock award grants, which will be recognized over the weighted-average period of 0.48 years.

Earnings (Loss) Per Share

A reconciliation between basic and diluted Earnings (Loss) per share is as follows (in millions, except per share data):

Earnings Per Share

A reconciliation between basic and diluted earnings per share is as follows (in millions, except per share data):

Year Ended December 31,

2025 2024 2023

Net Income (loss) attributable to Royal Caribbean Cruises Ltd.

for basic earnings (loss) per share $ 2,877 $ 1,697 $ ( 2,156 )

Net Income attributable to Royal Caribbean Cruises Ltd.

for basic earnings per share $ 4,268 $ 2,877 $ 1,697

Add convertible notes interest and inducement expense 16 175 88

Net Income (loss) attributable to Royal Caribbean Cruises Ltd.

for diluted earnings (loss) per share $ 3,052 $ 1,785 $ ( 2,156 )

Net Income attributable to Royal Caribbean Cruises Ltd.

for diluted earnings per share $ 4,284 $ 3,052 $ 1,785

Weighted-average common shares outstanding 271 261 256

Dilutive effect of stock-based awards 1 1 1

Diluted effect of convertible notes 17 26 —

Dilutive effect of convertible notes 2 17 26

Diluted weighted-average shares outstanding 274 279 283

Basic earnings (loss) per share (1)

Basic earnings per share (1)

$ 15.75 $ 11.00 $ 6.63

Diluted earnings (loss) per share (1)

Diluted earnings per share (1)

$ 15.61 $ 10.94 $ 6.31

(1) Per share amounts may not calculate due to the use of rounded numbers.

There were no antidilutive shares for year ended December 31, 2024 and 2023, respectively, compared to 31,027,815 antidilutive shares from our stock-based awards and convertible notes for the year ended December 31, 2022.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

There were no antidilutive shares for years ended December 31, 2025, 2024 and 2023, respectively.

Retirement Plan

We maintain a defined contribution plan covering shoreside employees.

Effective January 1, 2016, we commenced annual, non-elective contributions to the plan on behalf of all eligible participants equal to 3 % of participants' eligible earnings.

We make annual non-elective contributions to the plan on behalf of all eligible participants equal to 3 % of participants' eligible earnings.

Additional annual contributions to the plan are discretionary and are based on fixed percentages of participants' salaries and years of service, not to exceed certain maximums.

Contribution expenses were $ 25 million, $ 23 million, and $ 21 million, for the years ended December 31, 2025, 2024 and 2023, respectively.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Income before income taxes by domestic and foreign subsidiaries (in millions):

Year Ended December 31,

2025 2024 2023

Liberia $ 3,411 $ 2,417 $ 1,432

Foreign subsidiaries 962 524 279

Income before income taxes $ 4,373 $ 2,941 $ 1,711

For the year ended December 31, 2025, we adopted ASU No.

2023-09, Income Taxes (Topic 740), on a prospective basis.

Provision for Income Taxes:

Current and Deferred:

For the year ended December 31, 2025, current tax expense was $ 64 million and deferred tax expense (benefit) was $ 18 million.

Our income tax expense relates entirely to the operations of foreign subsidiaries

For the years ending December 31, 2024 and 2023, our income tax expense was approximately $ 46 million and $ 6 million, respectively.

These amounts mainly resulted from taxes on our non-US operations, certain items not qualifying under Section 883, tonnage taxes, and other subsidiary income taxes, none of which were considered significant.

For the year ended December 31, 2025, there were no individual jurisdictions with material cash taxes paid.

Reconciliation of income tax expense, computed by applying the Liberia statutory rate (in millions):

Year Ended December 31,

Income before income taxes $ 4,373

Equity investment income 414

Income before income taxes, excluding equity investment income 3,959

Tax at Liberia statutory rate of 25% 990 25 %

Nontaxable or nondeductible items

Liberia international shipping income exemption ( 850 ) ( 21 ) %

Foreign tax effects

United States

US source shipping income not exempt under Section 883 of the Internal Revenue Code 1

United Kingdom

Profits exempt under tonnage tax ( 94 ) ( 2 ) %

Other ( 1 ) — %

Total $ 82 2 %

(1) The tax benefit associated with US source shipping income exempt under Section 883 of the Internal Revenue Code was approximately $ 200 million .

We are subject to corporate income taxes in countries where we have operations or subsidiaries.

We and the majority of our ship-operating and vessel-owning subsidiaries are currently exempt from U.S.

For the years ended December 31, 2025, 2024 and 2023, we and the majority of our ship-operating and vessel-owning subsidiaries were exempt from U.S.

corporate income tax on U.S.

source income from the international operation of ships pursuant to Section 883 of the Internal Revenue Code.

Regulations under Section 883 have limited the activities that are considered the international operation of a ship or incidental thereto.

Regulations under Section 883 have limited the activities that are considered to be the international

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

operation of a ship or incidental thereto.

Accordingly, our provision for U.S.

federal and state income taxes includes taxes on certain activities not considered incidental to the international operation of our ships.

Additionally, one of our ship-operating subsidiaries is subject to tax under the tonnage tax regime of the United Kingdom.

Under this regime, income from qualifying activities is subject to corporate income tax, but the tax is computed by reference to the tonnage of the ship or ships registered under the relevant provisions of the tax regimes (the "relevant shipping profits"), which replaces the regular taxable income base.

Additionally, for the years ended December 31, 2025, 2024 and 2023, one of our ship-operating subsidiaries was subject to tax under the tonnage tax regime of the United Kingdom.

Under this regime, income from qualifying activities is subject to corporate income tax, but the tax is computed by reference to the net tonnage of the ship or ships registered under the relevant provisions of the tax regimes (the "relevant shipping profits"), which replaces the regular taxable income base.

Income from activities not considered qualifying activities, which we do not consider significant, remains subject to United Kingdom corporate income tax..

For the years ended December 31, 2024, 2023, and 2022, we had an income tax expense of approximately $ 46 million, $ 6 million, and $ 4 million, respectively, primarily driven by income tax from our non-US operations and items not qualifying under Section 883, tonnage tax and income taxes for the remainder of our subsidiaries.

Income taxes are recorded within Other income (expense) .

In addition, all interest expense and penalties related to income tax liabilities are classified as income tax expense within Other income (expense) .

For a majority of our subsidiaries, we do not expect to incur income taxes on future distributions of undistributed earnings.

Accordingly, no deferred income taxes have been provided for the distribution of these earnings.

Where we do expect to incur income taxes on future distributions of undistributed earnings, we have provided for deferred taxes, which we do not consider significant to our operations.

As of December 31, 2024, the Company had deferred tax assets for U.S.

Deferred Tax Assets and Liabilities:

As of December 31, 2025, our deferred tax liabilities total $ 153 million and primarily relate to $ 137 million of timing differences on property and equipment which arose on the acquisition of the Port of Costa Maya and adjacent land in Mahahual, Mexico.

As of December 31, 2024, our deferred tax liabilities were $ 13 million and primarily related to investments in foreign subsidiaries.

As of December 31, 2025, our gross deferred tax assets total $ 53 million and primarily relate to U.S.

and foreign net operating losses (“NOLs”) of approximately $ 25 million and deferred tax assets for U.S.

and foreign tax credits of approximately $ 15 million.

As of December 31, 2024, our gross deferred tax assets total $ 63 million and primarily relate to U.S.

and foreign NOLs of approximately $ 32 million and deferred tax assets for U.S.

and foreign tax credits of approximately $ 19 million.

We regularly review deferred tax assets for recoverability based on our history of earnings, expectations of future earnings, and tax planning strategies.

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A valuation allowance is recorded in those circumstances in which we conclude it is not more-likely-than-not we will recover the deferred tax assets prior to their expiration.

As of December 31, 2024, we have provided a valuation allowance for approximately $ 15 million of deferred tax assets for NOLs and tax credits.

$ 5 million of the NOLs deferred tax assets relate to NOLs which are subject to expire between 2025 and 2042 and $ 18 million of the tax credits deferred tax assets relate to credits which are subject to expire between 2037 and 2039.

Our deferred tax assets and deferred tax liabilities and corresponding valuation allowances related to our operations were not material as of December 31, 2024 and 2023.

As of December 31, 2025, we have provided a valuation allowance for approximately $ 25 million, of which $ 20 million relates to deferred tax assets for NOLs and tax credits.

As of December 31, 2024, we provided a valuation allowance for approximately $ 21 million, of which $ 15 million relates to deferred tax assets for NOLs and tax credits.

As of December 31, 2025, $ 9 million of the NOLs deferred tax assets relate to NOLs which are subject to expire between 2026 and 2042 and $ 14 million of the tax credits deferred tax assets relate to credits which are subject to expire between 2037 and 2039.

For a majority of our subsidiaries, we do not expect to incur income taxes on future distributions of undistributed earnings.

Accordingly, no deferred income taxes have been provided for the distribution of these earnings.

Where we do expect to incur income taxes on future distributions of undistributed earnings, we have provided for deferred taxes, which we do not consider significant to our operations.

Unrecognized tax benefits:

As of and for the years ended December 31, 2025, 2024 and 2023, the company had no material unrecognized tax benefits and no material changes in unrecognized tax benefits.

Any interest expense and penalties related to income tax liabilities are recorded as income tax expense.

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Changes in Accumulated Other Comprehensive (Loss) Income

Changes in Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss by component for the years ended December 31, 2025, 2024 and 2023 (in millions):

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Accumulated comprehensive loss at January 1, 2023 $ ( 639 ) $ ( 8 ) $ 3 $ ( 644 )

Other comprehensive (loss) income before reclassifications 171 46 10 227

Other comprehensive income (loss) income before reclassifications 3 6 ( 9 ) —

Amounts reclassified from accumulated other comprehensive loss ( 30 ) — — ( 30 )

Net current-period other comprehensive income 8 49 10 67

Net current-period other comprehensive (loss) income ( 27 ) 6 ( 9 ) ( 30 )

Accumulated comprehensive loss at January 1, 2024 ( 666 ) ( 2 ) ( 6 ) ( 674 )

Other comprehensive income before reclassifications 3 6 ( 9 ) —

Other comprehensive (loss) income before reclassifications ( 120 ) 12 19 ( 89 )

Amounts reclassified from accumulated other comprehensive loss ( 37 ) — ( 2 ) ( 39 )

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Amounts reclassified from accumulated other comprehensive loss 12 — ( 2 ) 10

Net current-period other comprehensive (loss) income ( 157 ) 12 17 ( 128 )

Net current-period other comprehensive income (loss) 228 ( 4 ) ( 26 ) 198

Accumulated comprehensive loss at December 31, 2025 $ ( 595 ) $ 6 $ ( 15 ) $ ( 604 )

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Fuel swaps ( 12 ) 15 9 Fuel

Amortization of defined benefit plans:

Actuarial loss — — ( 3 ) Payroll and related

Release of foreign cumulative translation due to sale or liquidation of businesses:

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(4) Consists of cash and marketable securities with original maturities of less than 90 days.

(5) Consists of unsecured revolving credit facilities, senior notes, term loans and convertible notes.

(5) Consists of unsecured revolving credit facilities, senior notes, convertible notes, and term loans.

These amounts do not include our finance lease obligations.

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Changes in the fair value of derivatives that are designated as fair value hedges are offset against changes in the fair value of the underlying hedged assets, liabilities or firm commitments.

Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive income (loss) until the underlying hedged transactions are recognized in earnings.

The foreign currency transaction gain or loss of our non-derivative financial instruments and the changes in the fair value of derivatives designated as hedges of our net investment in foreign operations and investments are recognized as a component of Accumulated other comprehensive income (loss) along with the associated foreign currency translation adjustment of the foreign operation or investment.

Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings.

The foreign currency transaction gain or loss of our non-derivative financial instruments and the changes in the fair value of derivatives designated as hedges of our net investment in foreign operations and investments are recognized as a component of Accumulated other comprehensive loss along with the associated foreign currency translation adjustment of the foreign operation or investment.

In certain hedges of our net investment in foreign operations and investments, we exclude forward points from the assessment of hedge effectiveness and amortize the related amounts directly into earnings.

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(2) Interest rate swap agreements hedging the term loan of Odyssey of the Seas include Term SOFR zero-floors, Term SOFR with no floors, and Overnight SOFR.

These interest rate swap agreements are accounted for as cash flow hedges

The notional amount of interest rate swap agreements related to outstanding debt as of December 31, 2025 and 2024 was $ 0.9 billion and $ 1.2 billion, respectively.

These interest rate swap agreements are accounted for as cash flow hedges.

Foreign Currency Exchange Rate Risk

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We enter into foreign currency forward contracts to manage portions of the exposure to movements in foreign currency exchange rates.

As of December 31, 2024, the aggregate cost of our ships on order was $ 7.8 billion, of which we had deposited $ 815 million as of such date.

As of December 31, 2025, the aggregate cost of our ships on order was $ 11.3 billion, of which we had deposited $ 1.0 billion as of such date.

These amounts do not include any ships placed on order that are contingent upon completion of conditions precedent and/or financing any ships on order by our Partner Brands.

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These instruments are not designated as hedging instruments.

For the years ended December 31, 2024, 2023 and 2022, changes in the fair value of the foreign currency forward contracts resulted in (losses) gains of $( 77 ) million, $ 19 million and $( 102 ) million, respectively, which offset gains (losses) arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of $ 65 million, $( 43 ) million and $ 93 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, changes in the fair value of the foreign currency forward contracts resulted in gain (losses) of $ 49 million, $( 77 ) million, and $ 19 million, respectively, which offset (losses) gains arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of $( 63 ) million, $ 65 million and $( 43 ) million, respectively.

These amounts were recognized in earnings within Other income (expense) in our consolidated statements of comprehensive income (loss).

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We consider our investments in our foreign operations to be denominated in relatively stable currencies and to be of a long-term nature.

We address the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries'

We address the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries' and investments' functional currencies and designating it as a hedge of these subsidiaries and investments.

We had designated debt as

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

and investments' functional currencies and designating it as a hedge of these subsidiaries and investments.

We had designated debt as a hedge of our net investments in TUI Cruises of € 889 million, or approximately $ 921 million, as of December 31, 2024.

a hedge of our net investments in TUI Cruises of € 631 million, or approximately $ 740 million, as of December 31, 2025.

As of December 31, 2024, we had designated debt as a hedge of our net investments primarily in TUI Cruises of € 889 million, or approximately $ 921 million.

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Changes in the fair value of fuel swaps for which cash flow hedge accounting was discontinued are currently recognized in Other income (expense) for each reporting period through the maturity dates of the fuel swaps.

During the year ended December 31, 2024, we did not discontinue cash flow hedge accounting on any of our fuel swap agreements.

During the year ended December 31, 2023, we discontinued cash flow hedge accounting on certain fuel swap agreements, which resulted in an immaterial gain.

At December 31, 2024, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2025 and 2027.

During the year ended December 31, 2025, we did not discontinue cash flow hedge accounting on any material amount of our fuel swap agreements.

During the year ended December 31, 2024, we did not discontinued cash flow hedge accounting on any of our fuel swap agreements.

At December 31, 2025, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2028.

As of December 31, 2025 and December 31, 2024, we had the following outstanding fuel swap agreements:

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2028 26 % — %

At December 31, 2024, there was $ 9 million of estimated unrealized net loss associated with our cash flow hedges pertaining to fuel swap agreements that is expected to be reclassified to earnings from Accumulated other comprehensive income (loss) within the next twelve months when compared to $ 21 million of estimated unrealized net loss at December 31, 2023.

At December 31, 2025, there was $ 66 million of estimated unrealized net loss associated with our cash flow hedges pertaining to fuel swap agreements that is expected to be reclassified to earnings from Accumulated other comprehensive loss within the next twelve months when compared to $ 9 million of estimated unrealized net loss at December 31, 2024.

Reclassification is expected to occur as the result of fuel consumption associated with our hedged forecasted fuel purchases.

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Foreign currency debt Long-term debt 605 860

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The effect of derivative instruments qualifying and designated as cash flow hedging instruments on the consolidated financial statements was as follows (in millions):

Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative

Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivatives

Derivatives under ASC 815-20 Cash Flow Hedging Relationships Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023

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The effect of non-derivative instruments qualifying and designated as net investment hedging instruments on the consolidated financial statements was as follows (in millions):

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Amount of Gain (Loss)

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Amount of Gain (Loss) Recognized

in Income on Derivative

in Income on Derivatives

Derivatives Not Designated as Hedging

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Recognized in Income

on Derivative Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022

Foreign currency forward contracts Other (expense) income $ ( 77 ) $ 19 $ ( 102 )

Fuel swaps Other (expense) income — 1 —

on Derivatives Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023

Foreign currency forward contracts Other income (expense) $ 49 $ ( 77 ) $ 19

Fuel swaps Other income (expense) 2 — 1

$ 51 $ ( 77 ) $ 20

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If our credit rating for our senior unsecured debt is subsequently equal to or above BBB- by Standard & Poor’s or Baa3 by Moody’s, then any collateral posted at such time will be released to us and we will no longer be required to post collateral unless we meet the collateral trigger requirement, generally, at the next fifth-year anniversary.

As of December 31, 2024, our senior unsecured debt credit rating was BB+ by Standard & Poor's and Ba1 by Moody's.

As of December 31, 2024, five of our ship debt interest rate derivative hedges had reached their fifth-year anniversary;

As of December 31, 2025, our senior unsecured debt credit rating was BBB- by Standard & Poor's and Baa3 by Moody's.

As of December 31, 2025, six of our ship debt interest rate derivative hedges had reached their fifth-year anniversary;

however, the net market value for these derivative hedges were in a net asset position, and accordingly, we were not required to post any collateral as of such date.

On February 4, 2025, Standard & Poor's upgraded our unsecured debt credit rating from BB+ to BBB-.

Subsequently, in January 2026, we finalized amendments to remove the collateral requirements from our six interest rate derivative hedges.

ROYAL CARIBBEAN CRUISES LTD.

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Our future capital commitments consist primarily of new ship orders.

As of December 31, 2024, we had two Icon-class ships and one Oasis-class ship on order for our Royal Caribbean brand with an aggregate capacity of approximately 16,900 berths.

As of December 31, 2024, we had one Edge-class ship on order for our Celebrity brand with capacity of approximately 3,250 berths.

As of December 31, 2025, we had three Icon-class ships and one Oasis-class ship on order for our Royal Caribbean brand with an aggregate capacity of approximately 22,500 berths.

As of December 31, 2025, we had one Edge-class ship and four river cruise ships on order for our Celebrity brand with capacity of approximately 3,930 berths.

The following provides further information on recent developments with respect to our ship orders.

During 2017, we entered into a credit agreement for the unsecured financing of Star of the Seas, the second Icon-class ship for up to 80 % of the contract price.

Finnvera plc, has agreed to guarantee 100 % of a substantial majority of the financing to the lenders, with a smaller portion of the financing to be 95 % guaranteed by Euler Hermes.

The maximum loan amount under the facility is not to exceed € 1.4 billion, or approximately $ 1.4 billion, based on the exchange rate at December 31, 2024.

Interest on approximately 75 % of the loan will accrue at a fixed rate of 3.76 %, and the balance will accrue interest at a floating rate ranging from Term SOFR plus 1.58 % to 1.63 %.

The loan will amortize semi-annually and will mature 12 years following delivery of the ship.

Star of the Seas will have a capacity of approximately 5,600 berths.

In December 2024, we amended the credit agreement for Star of the Seas , to increase the maximum loan amount by € 364 million or $ 377 million based on exchange rate at December 31, 2024.

Interest on the incremental portion will accrue at a floating rate equal to Term SOFR plus 0.85 %.

In December 2023, we entered into a credit agreement for the unsecured financing of Celebrity Xcel , the fifth Edge-class ship for approximately 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.

The maximum loan amount under the facility is not to exceed the United States dollar equivalent of € 850 million, or approximately $ 880 million based on the exchange rate at December 31, 2024.

The loan will amortize semi-annually and will mature 12 years following delivery of the ship.

In November 2025, we entered into agreements in connection with the 95 % Finnvera-backed financing of approximately 80 % of the contract price of the fourth Icon-class ship.

The maximum loan amount under the financing is not to exceed the United States dollar equivalent of € 2.1 billion, or approximately $ 2.4 billion based on the exchange rate at December 31, 2025.

The loan will amortize semi-annually and has an expected final maturity of 12 years from the delivery date.

Interest on the loan will accrue at a floating rate equal to Term SOFR + 0.90 %.

Celebrity Xcel will have a capacity of approximately 3,250 berths.

In December 2019, we entered into a credit agreement for the unsecured financing of the third Icon-class ship for up to 80 % of the ship’s contract price.

The fourth Icon-class ship will have a capacity of approximately 5,600 berths.

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.

In June 2025, we entered into a credit agreement for the unsecured financing of the sixth Edge-class ship, Celebrity Xcite, for approximately 80 % of the ship’s contract price and our building contract with Chantiers de l'Atlantique became effective.

Bpifrance Assurance Export, has agreed to guarantee to the lenders 100 % of the financing.

The maximum loan amount under the facility is not to exceed the United States dollar equivalent of € 1.0 billion, or approximately $ 1.2 billion based on the exchange rate at December 31, 2025.

The loan will amortize semi-annually and will mature 12 years following delivery of the ship.

Interest on the loan will accrue at a floating rate equal to Term SOFR plus 0.85 % per annum.

Celebrity Xcite will have a capacity of approximately 3,250 berths.

In December 2019, we entered into a credit agreement for the unsecured financing of Legend of the Sea , the third Icon-class ship for up to 80 % of the ship’s contract price.

Finnvera plc, the official export credit agency of Finland, has agreed to guarantee 95 % of the substantial majority of the financing, with a smaller portion of the financing to be 95 % guaranteed by Euler Hermes.

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The third Icon-class ship will have a capacity of approximately 5,600 berths.

In May 2025, we amended the credit agreement for the third Icon-class ship, Legend of the Seas , to increase the maximum loan amount by € 334 million or approximately $ 393 million based on the exchange rate at December 31, 2025.

Interest on the incremental portion of the loan will accrue at a floating rate equal to Term SOFR plus 0.90 %.

In March 2025, we entered into a credit agreement for the unsecured financing of the seventh Oasis-class ship for approximately 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.

The maximum loan amount under the facility is not to exceed the United States dollar equivalent of € 1.7 billion, or approximately $ 2.0 billion based on the exchange rate at December 31, 2025.

The loan will amortize semi-annually and will mature 12 years following delivery of the ship.

Interest on the loan will accrue at a floating rate equal to Term SOFR + 0.85 %.

The seventh Oasis-class ship will have a capacity of approximately 5,700 berths.

ROYAL CARIBBEAN CRUISES LTD.

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As of December 31, 2025, our Global Brands and our Partner Brands have the following ships on order:

Ship Shipyard Expected to be delivered 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

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.

As of December 31, 2024, the aggregate cost of our ships on order, presented in the table above, not including any ships on order by our Partner Brands, was approximately $ 7.8 billion, of which we had deposited $ 815 million.

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

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

These orders are contingent upon completion of conditions precedent, including documentation and financing.

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

As of December 31, 2025, the aggregate cost of our ships on order, presented in the table above, not including any ships on order by our Partner Brands, was approximately $ 11.3 billion, of which we had deposited $ 1 billion.

Refer to Note 16.

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District Court for the Southern District of Florida (the "Court") under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act.

The complaint filed by Havana Docks Corporation ("Havana Docks Action") alleges it holds an interest in the Havana Cruise Port Terminal, was expropriated by the Cuban government.

The complaint filed by Havana Docks Corporation ("Havana Docks Action") alleges it holds an interest in the Havana Cruise Port Terminal, which was expropriated by the Cuban government.

The complaint further alleges that we trafficked in the terminal by embarking and disembarking passengers at these facilities.

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On October 22, 2024, the 11th Circuit issued an opinion reversing the lower court’s judgment.

The plaintiff's petition for a rehearing by the full 11th Circuit was subsequently denied.

The plaintiff has the right to petition the United States Supreme Court for a writ of certiorari.

During the fourth quarter of 2022, we recorded a charge of approximately $ 130 million to Other (expense) income within our consolidated statements of comprehensive income (loss) related to the Havana Docks Action, including post-judgment interest and related legal defense costs and bonding fees.

Following the 11th Circuit's denial of the rehearing petition, we released approximately $ 124 million of the previously recorded loss contingency for the year ended December 31, 2024, recognized within Other (expense) income within our consolidated statements of comprehensive income (loss).

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The plaintiff's petition for a rehearing by the full 11th Circuit was subsequently denied.

The plaintiff petitioned the United States Supreme Court for a writ of certiorari, which was granted on October 3, 2025.

During the fourth quarter of 2022, we recorded a charge of approximately $ 130 million to Other income (expense) within our consolidated statements of comprehensive income (loss) related to the Havana Docks Action, including post-judgment interest and related legal defense costs and bonding fees.

Following the 11th Circuit's denial of the rehearing petition, we released approximately $ 124 million of the previously recorded loss contingency for the year ended December 31, 2024, recognized within Other income (expense) within our consolidated statements of comprehensive income (loss).

The outcome of the litigation is inherently unpredictable and subject to significant uncertainties, and there can be no assurances that the final outcome of this case will be favorable.

In addition, we are routinely involved in claims typical within the cruise vacation industry.

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We believe the outcome of such claims, net of expected insurance recoveries, will not have a material adverse impact on our financial condition or results of operations and cash flows.

During the third quarter of 2024, we entered into agreements to acquire the Port of Costa Maya and adjacent land in Mahahual, Mexico for approximately $ 292 million.

The transaction is expected to close in the first half of 2025, subject to regulatory approval and customary closing conditions.

Some of the contracts that we enter into include indemnification provisions that obligate us to make payments to the counterparty if certain events occur.

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We have not been required to make any payments under such indemnification clauses in the past and, under current circumstances, we do not believe an indemnification in any material amount is probable.

If any person acquires ownership of more than 50 % of our common stock or, subject to certain exceptions, during any 24 -month period, a majority of our board of directors is no longer comprised of individuals who were members of our board of directors on the first day of such period, we may be obligated to prepay indebtedness outstanding under our credit facilities, which we may be unable to replace on similar terms.

We may be obligated to prepay indebtedness outstanding under our credit facilities if any person acquires ownership of more than 50 % of our common stock or, subject to certain exceptions, if during any 24 -month period, a majority of our Board is made up of persons who were not (i) members of the Board on the first day of such period, (ii) nominated by persons who were members of the Board on the first day of such period, or (iii) nominated by directors who themselves were nominated under clauses (i) or (ii) above.

If prepayment is triggered, we may be unable to replace our credit facilities on similar terms.

Our public debt securities also contain change of control provisions that would be triggered by a third-party acquisition of greater than 50 % of our common stock coupled with a ratings downgrade.

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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 9A. Controls and Procedures