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Item 1. Financial Statements

2026-04-30 compared with 2025-10-28 · 191 added, 368 removed, 571 unchanged (49% of the section changed)

3 unchanged sentences

in millions, except per share data)

Quarter Ended September 30,

Passenger ticket revenues $ 3,637 $ 3,471

Onboard and other revenues 1,502 1,415

Total revenues 5,139 4,886

Cruise operating expenses:

Commissions, transportation and other 696 688

Onboard and other 312 289

Payroll and related 342 328

Other operating 569 545

Total cruise operating expenses 2,479 2,391

Marketing, selling and administrative expenses 522 451

Depreciation and amortization expenses 435 410

Operating Income 1,702 1,634

Other income (expense):

Interest income 3 4

Interest expense, net of interest capitalized ( 248 ) ( 603 )

Equity investment income 158 106

Other expense ( 36 ) ( 26 )

( 123 ) ( 519 )

Net Income 1,579 1,115

Net Income attributable to noncontrolling interest 4 4

Net Income attributable to Royal Caribbean Cruises Ltd.

$ 1,575 $ 1,111

Earnings per Share:

Basic $ 5.79 $ 4.22

Diluted $ 5.74 $ 4.21

Weighted-Average Shares Outstanding:

Basic 272 263

Diluted 274 264

Comprehensive Income (Loss)

Net Income $ 1,579 $ 1,115

Other comprehensive income (loss):

Foreign currency translation adjustments ( 2 ) ( 10 )

Change in defined benefit plans ( 2 ) 6

Loss on cash flow derivative hedges ( 5 ) ( 95 )

Total other comprehensive loss ( 9 ) ( 99 )

Comprehensive Income 1,570 1,016

Comprehensive Income attributable to noncontrolling interest 4 4

Comprehensive Income attributable to Royal Caribbean Cruises Ltd.

$ 1,566 $ 1,012

____________________________________________________________

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

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

ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

in millions, except per share data)

Nine Months Ended September 30,

Quarter Ended March 31,

Passenger ticket revenues $ 3,021 $ 2,744

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Equity investment income 84 48

Other expense ( 54 ) ( 37 )

( 448 ) ( 1,145 )

Other income 2 5

Income before income taxes 976 751

Provision for income taxes ( 26 ) ( 16 )

Net Income 950 736

1 unchanged sentence

Net Income attributable to Royal Caribbean Cruises Ltd.

$ 3,514 $ 2,325

Earnings per Share:

9 unchanged sentences

Change in defined benefit plans ( 2 ) ( 4 )

Gain (loss) on cash flow derivative hedges 304 ( 82 )

Total other comprehensive income (loss) 274 ( 79 )

Gain on cash flow derivative hedges 221 128

Total other comprehensive income 220 107

Comprehensive Income 1,170 842

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(in millions, except share data)

September 30, December 31,

March 31, December 31,

Current assets

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20,000,000 shares authorized;

no ne outstanding)

none outstanding)

Common stock ($ 0.01 par value;

500,000,000 shares authorized;

303,038,156 and 297,368,235 shares issued, at September 30, 2025 and December 31, 2024, respectively)

303,822,400 and 303,054,848 shares issued, March 31, 2026 and December 31, 2025, respectively)

Paid-in capital 7,867 7,964

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Accumulated other comprehensive loss ( 385 ) ( 604 )

Treasury stock ( 30,849,088 and 28,468,430 common shares at cost, at September 30, 2025 and December 31, 2024, respectively)

Treasury stock ( 35,631,237 and 32,631,826 common shares at cost, at March 31, 2026 and December 31, 2025, respectively)

( 4,135 ) ( 3,251 )

Total shareholders’ equity attributable to Royal Caribbean Cruises Ltd.

Noncontrolling interests 196 172

Noncontrolling Interest 218 208

Total shareholders’ equity 10,028 10,245

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ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in millions)

Nine Months Ended September 30,

CONSOLIDATED STATEMENTS OF CASH FLOW

Three Months Ended March 31,

Operating Activities

1 unchanged sentence

Depreciation and amortization 461 412

Net deferred income tax expense 15 15

(Gain) loss on derivative instruments not designated as hedges ( 45 ) 8

Net deferred income tax benefit ( 1 ) ( 1 )

Loss (Gain) on derivative instruments not designated as hedges 8 ( 2 )

Share-based compensation expense 38 53

4 unchanged sentences

Increase in trade and other receivables, net ( 173 ) ( 77 )

Increase in inventories ( 4 ) ( 17 )

(Increase) decrease in inventories ( 7 ) 9

Increase in prepaid expenses and other assets ( 25 ) ( 112 )

(Decrease) increase in accounts payable trade ( 100 ) 53

Increase (decrease) in accrued expenses and other liabilities 19 ( 142 )

(Decrease) increase in accounts payable ( 8 ) 22

Decrease in accrued expenses and other liabilities ( 279 ) ( 151 )

Increase in customer deposits 809 838

Dividends received from unconsolidated affiliates 263 27

Other, net 32 ( 85 )

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Repayments of debt ( 3,084 ) ( 1,221 )

Premium on repayment of debt ( 2 ) ( 290 )

Repurchase of common stock ( 836 ) ( 241 )

Dividends paid ( 270 ) ( 148 )

Payments of withholding tax on stock awards ( 185 ) ( 60 )

Other, net ( 28 ) 2

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

Net increase (decrease) in cash and cash equivalents 44 ( 79 )

Net decrease in cash and cash equivalents ( 313 ) ( 2 )

Cash and cash equivalents at beginning of period 825 388

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ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in millions)

Nine Months Ended September 30,

CONSOLIDATED STATEMENTS OF CASH FLOW

Three Months Ended March 31,

Supplemental Disclosure

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Purchase of property and equipment included in accounts payable and accrued expenses and other liabilities $ 145 $ 42

Non-cash Financing Activity

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

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

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

Balance at July 1, 2025 $ 3 $ 7,874 $ 4,144 $ ( 519 ) $ ( 2,333 ) $ 191 $ 9,360

Activity related to employee stock plans — 47 — — — — 47

Common stock dividends, $ 1.00 per share

— — ( 276 ) — — — ( 276 )

Changes related to cash flow derivative hedges — — — ( 5 ) — — ( 5 )

Change in defined benefit plans — — — ( 2 ) — — ( 2 )

Foreign currency translation adjustments — — — ( 2 ) — — ( 2 )

Repurchase of common stock — — — — ( 414 ) — ( 414 )

Net Income attributable to noncontrolling interest — — — — — 4 4

Other activity attributable to

noncontrolling interest — — — — — 1 1

Net Income attributable to Royal Caribbean Cruises Ltd.

— — 1,575 — — — 1,575

Balance at September 30, 2025 $ 3 $ 7,921 $ 5,443 $ ( 528 ) $ ( 2,747 ) $ 196 $ 10,288

Common Stock Paid-in Capital

4 unchanged sentences

— — ( 406 ) — — — ( 406 )

Convertible notes settlements — ( 7 ) — — — — ( 7 )

Changes related to cash flow derivative hedges — — — 221 — — 221

Change in defined benefit plans — — — ( 2 ) — — ( 2 )

Foreign currency translation adjustments — — — ( 28 ) — — ( 28 )

Repurchase of common stock — — — — ( 666 ) — ( 666 )

Net Income attributable to noncontrolling interest — — — — — 15 15

Other activity attributable to

noncontrolling interest — — — — — 9 9

Net Income attributable to Royal Caribbean Cruises Ltd.

— — 3,514 — — — 3,514

Balance at September 30, 2025 $ 3 $ 7,921 $ 5,443 $ ( 528 ) $ ( 2,747 ) $ 196 $ 10,288

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

ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

Balance at July 1, 2024 $ 3 $ 7,536 $ 1,204 $ ( 654 ) $ ( 2,081 ) $ 174 $ 6,182

Activity related to employee stock plans — 29 — — — — 29

Common stock dividends, $ 0.40 per share

— — ( 108 ) — — — ( 108 )

Convertible notes settlements — 104 — — — — 104

Changes related to cash flow derivative hedges — — — ( 95 ) — — ( 95 )

Change in defined benefit plans — — — 6 — — 6

Foreign currency translation adjustments — — — ( 10 ) — — ( 10 )

Repurchase of treasury stock — — — — ( 884 ) — ( 884 )

Net Income attributable to Noncontrolling interest — — — — — 8 8

2 unchanged sentences

— — 941 — — — 941

Balance at September 30, 2024 $ 3 $ 7,669 $ 2,207 $ ( 753 ) $ ( 2,081 ) $ 179 $ 7,224

Common Stock Paid-in Capital (Accumulated Deficit)

Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Noncontrolling Interest Total Shareholders' Equity

Balance at March 31, 2026 $ 3 $ 7,867 $ 6,460 $ ( 385 ) $ ( 4,135 ) $ 218 $ 10,028

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

Balance at January 1, 2025 $ 3 $ 7,831 $ 2,612 $ ( 802 ) $ ( 2,081 ) $ 172 $ 7,735

2 unchanged sentences

— — ( 203 ) — — — ( 203 )

Convertible notes settlements — 104 — — — — 104

Convertible notes settlement — 7 — — — — 7

Changes related to cash flow derivative hedges — — — 128 — — 128

Change in defined benefit plans — — — ( 4 ) — — ( 4 )

Foreign currency translation adjustments — — — ( 17 ) — — ( 17 )

Repurchase of common stock — — — — ( 252 ) — ( 252 )

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— — 730 — — — 730

Balance at September 30, 2024 $ 3 $ 7,669 $ 2,207 $ ( 753 ) $ ( 2,081 ) $ 179 $ 7,224

Balance at March 31, 2025 $ 3 $ 7,846 $ 3,139 $ ( 695 ) $ ( 2,333 ) $ 182 $ 8,142

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

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As used in this Quarterly Report on Form 10-Q, the terms “Royal Caribbean,” "Royal Caribbean Group," the “Company,” “we,” “our” and “us” refer to Royal Caribbean Cruises Ltd.

As used in this Quarterly Report on Form 10-Q, the terms "Royal Caribbean Group," the “Company,” “we,” “our” and “us” refer to Royal Caribbean Cruises Ltd.

and, depending on the context, Royal Caribbean Cruises Ltd.’s consolidated subsidiaries and/or affiliates.

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We account for our investments in our Partner Brands under the equity method of accounting.

Together, our Global Brands and our Partner Brands operated a combined fleet of 68 ships as of September 30, 2025.

Together, our Global Brands and our Partner Brands operated a combined fleet of 69 ships as of March 31, 2026.

Our ships offer a selection of worldwide itineraries that call on more than 1,000 destinations in over 120 countries on all seven continents.

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Summary of Significant Accounting Policies

Adoption of Accounting Pronouncements

In August 2023, the FASB issued ASU No.

2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement.

This ASU provides guidance requiring a joint venture to initially measure all contributions received upon its formation at fair value.

The guidance is intended to provide users of joint venture financial statements with more decision-useful information.

This ASU is effective for joint venture entities with a formation date on or after January 1, 2025 on a prospective basis.

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 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.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

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 with the option to apply retrospectively.

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

In November 2024, the FASB issued ASU No.

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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.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027 on a prospective basis.

Early adoption and retrospective application is permitted.

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

December 15, 2027.

Early adoption is permitted, and entities may apply the guidance prospectively or retrospectively.

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

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

Early adoption is permitted.

Early adoption is permitted, and entities may apply the guidance prospectively, retrospectively, or on a modified transition approach.

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, and entities are required to apply the guidance prospectively.

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

Reclassifications

For the nine months ended September 30, 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.

For the quarter ended March 31, 2026, 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 quarter ended March 31, 2026, we separately presented Payments of withholding tax on stock awards in our consolidated statements of cash flows.

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

Additionally, we no longer separately present Premium on repayment of debt in our consolidated statements of cash flows.

As a result, certain immaterial amounts presented in prior periods were reclassified to Other, net within Financing Activities to conform to the current year presentation.

Revenue Recognition

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Our performance obligation under these contracts is to provide a cruise vacation in exchange for the ticket price.

We receive payment before we satisfy this performance obligation and recognize revenue over the duration of each cruise, with the majority of sailings ranging from three to 14 nights.

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.

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 $ 371 million and $ 313 million for the quarters ended September 30, 2025 and 2024, respectively, and $ 965 million and $ 822 million for the nine months ended September 30, 2025 and 2024, respectively.

The amounts of port costs charged to our guests and included within Passenger ticket revenues on a gross basis were $ 321 million and $ 275 million for the quarters ended March 31, 2026 and 2025, 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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The following table disaggregates our total revenues by geographic regions where we provide cruise itineraries (in millions):

Quarter Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Quarter Ended March 31,

Revenues by itinerary

North America (1)

$ 3,216 $ 2,854

Asia/Pacific 612 624

Europe 1,520 1,435 2,500 2,298

Other regions (2)

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Passenger ticket revenues are attributed to geographic areas based on where the reservation originates.

For the quarters and nine months ended September 30, 2025 and 2024, our guests were sourced from the following areas:

Quarter Ended September 30,

Passenger ticket revenues:

United States 73 % 74 %

All other countries (1) 27 % 26 %

Nine Months Ended September 30,

For the quarters ended March 31, 2026 and 2025, our guests were sourced from the following areas:

Quarter Ended March 31,

Passenger ticket revenues:

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All other countries (1)

(1) No other individual country's revenue exceeded 10% for the quarters and nine months ended September 30, 2025 and 2024.

(1) No other individual country's revenue exceeded 10% for the quarters ended March 31, 2026 and 2025 .

Customer Deposits and Contract Liabilities

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We do not consider customer deposits to be a contract liability until the customer no longer retains the unilateral right, resulting from the passage of time, to cancel such customer's reservation and receive a full refund.

Customer deposits presented in our consolidated balance sheets include contract liabilities of $ 2.8 billion as of September 30, 2025 and December 31, 2024.

As of September 30, 2025, our customer deposit balance includes approximately $ 93 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 quarters and nine months ended September 30, 2025, and 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.

Customer deposits presented in our consolidated balance sheets include contract liabilities of $ 3.5 billion and $ 3.1 billion as of March 31, 2026 and December 31, 2025.

Contract Receivables and Contract Assets

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Our credit card processing agreements require us, under certain circumstances, to maintain a reserve that can be satisfied by posting collateral.

As of September 30, 2025, none of our credit card processors required us to maintain a reserve.

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

As of September 30, 2025 and December 31, 2024, our contract assets were $ 184 million and $ 161 million, respectively, and were included within Other assets in our consolidated balance sheets.

As of March 31, 2026, none of our credit card processors required us to maintain a reserve.

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

As of March 31, 2026 and December 31, 2025, our contract assets were

$ 202 million and $ 187 million, respectively, and were included within Other assets in our consolidated balance sheets.

Given the short duration of our cruises and our collection terms, we do not have any other significant contract assets.

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Prepaid travel advisor commissions and prepaid credit and debit card fees are an incremental cost of obtaining contracts with customers that we recognize as an asset and include within Prepaid expenses and other assets in our consolidated balance sheets.

Prepaid travel advisor commissions and prepaid credit and debit card fees were $ 244 million and $ 252 million as of September 30, 2025 and December 31, 2024, respectively.

Prepaid travel advisor commissions and prepaid credit and debit card fees were $ 292 million and $ 245 million as of March 31, 2026 and December 31, 2025, respectively.

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).

Earnings Per Share

Basic and diluted earnings per share is as follows (in millions, except per share data):

Quarter Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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

Quarter Ended March 31,

Net Income attributable to Royal Caribbean Cruises Ltd.

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

T here were no antidilutive shares for the quarter and nine months ended September 30, 2025, respectively, compared to 14,706,077 antidilutive shares from our convertible notes for the quarter ended September 30, 2024, and no antidilutive shares for the nine months ended September 30, 2024.

Property and Equipment

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, expected to open in 2027.

T here were no antidilutive shares for the quarters ended March 31, 2026 and 2025, from our stock based awards.

T here were no antidilutive shares for the quarter ended March 31, 2025, from our convertible notes.

Investments and Other Assets

A Variable Interest Entity (“VIE”) is an entity in which the equity investors have not provided enough equity to finance the entity’s activities or the equity investors:

(1) cannot directly or indirectly make decisions about the entity’s activities through their voting rights or similar rights;

A Variable Interest Entity (“VIE”) is an entity in which the equity investors have not provided enough equity to finance the entity’s activities or the equity investors (1) cannot directly or indirectly make decisions about the entity’s activities through their voting rights or similar rights;

(2) do not have the obligation to absorb the expected losses of the entity;

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

The equity method investments are included 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.

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

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.

Unconsolidated investments ("equity method investments")

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

We have determined that 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 September 30, 2025, the net book value of our investment in TUIC was $ 887 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.

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

As of March 31, 2026 and December 31, 2025 the net book value of our investment in TUIC was $ 1.1 billion and $ 990 million, respectively, primarily consisting of equity.

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 subs tantially our maximum exposure to loss in connection with our investment in TUIC.

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

We have determined that Grand Bahama Shipyard Ltd.

("Grand Bahama"), a ship repair and maintenance facility in which we have approximately 33 % noncontrolling interest, is a VIE.

("Grand Bahama"), a ship repair and maintenance facility in which we have a 33 % noncontrolling interest, is a VIE.

This facility serves cruise and cargo ships, oil and gas tankers and offshore units.

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

Floating Docks S.

(“Floating Docks”), our approximately 33 %-owned joint venture with the other shareholders of Grand Bahama, will construct two floating drydocks, the first was delivered in June 2025 and the second is expected to be delivered in early 2026.

These floating drydocks will be novated 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 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, resulting in our remaining payment guarantees being immaterial as of September 30, 2025.

Our investment in Floating Docks, including loans, is $ 119 million as of September 30, 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 partners.

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

We have determined that Floating Docks S.

(“Floating Docks”), our approximately 33 %-owned joint venture with the other shareholders of Grand Bahama, is a VIE.

This entity was responsible for constructing two floating drydocks, both of which will allow Grand Bahama to service our cruise ships in operation and under construction, as well as much of the world’s commercial shipping fleet.

We have determined that we are not the primary beneficiary of Floating Docks, as we do not have the power to direct the activities that most significantly impact the facility’s economic performance.

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

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

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 September 30, 2025.

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

As of March 31, 2026 the net book value of our investment in Floating Docks was $ 166 million, primarily consisting of loans.

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

Quarter Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Quarter Ended March 31,

Share of equity income from investments $ 84 $ 48

Dividends received (1)

$ 259 $ 22 $ 262 $ 27

(1) During the quarter and nine months ended September 30, 2025, TUI Cruises paid us dividends totaling $ 258 million, The amounts included in the table above are net of tax withholdings.

As of September 30, 2025 As of December 31, 2024

As of March 31, 2026 As of December 31, 2025

Total notes receivable due from equity investments $ 167 $ 128

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(2) Included within Other assets in our consolidated balance sheets.

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.

Debt consists of the following (in millions):

Weighted Average Rate (1)

Maturities Through As of September 30, 2025 As of December 31, 2024

Maturities Through As of March 31, 2026 As of December 31, 2025

Fixed rate debt:

Unsecured senior notes 5.52 % 2027 - 2038 $ 12,041 $ 11,197

2026 - 2033 $ 9,699 $ 9,699

Unsecured term loans 3.32 % 2026 - 2037 7,832 8,024

2025 - 2042 8,331 7,687

Convertible notes — %

Total fixed rate debt 19,873 19,221

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— % 2028 - 2030 — —

USD unsecured term loans

2025 - 2037 2,458 2,227

USD unsecured term loan 5.17 % 2026 - 2037 1,376 2,328

Euro unsecured term loan 3.62 % 2026 - 2042 203 194

2025 - 2028 206 212

Total variable rate debt 1,579 2,522

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Long-term portion $ 19,666 $ 18,165

(1) Weighted average interest rates are based on outstanding loan balance as of September 30, 2025, and for variable rate debt include either EURIBOR or Term SOFR plus the applicable margin.

(1) Weighted average interest rates are based on outstanding loan balance as of March 31, 2026, 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 an interest rate margin of 1.02 %.

Based on applicable Term SOFR rates, as of September 30, 2025, the interest rate under the unsecured credit facilities was 5.23 %.

Based on applicable Term SOFR rates, as of March 31, 2026, the interest rate under the unsecured credit facilities was 4.68 %.

We also pay a facility fee of 0.11 % of the total commitments under such facility.

(3) At September 30, 2025 and December 31, 2024, the weighted average interest rate for total debt was 4.65 % and 5.03 %, respectively .

(3) At March 31, 2026 and December 31, 2025 , the weighted average interest rate for total debt was 4.68 % and 4.69 %, respectively .

Unsecured Revolving Credit Facilities

In May 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.

As of March 31, 2026 our aggregate revolving credit capacity is $ 6.4 billion.

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

As of September 30, 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 due 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 an immaterial induced conversion expense.

In August 2025, the remaining $ 106 million of our 6.00 % 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.

Debt financing transaction

In October 2025 we issued $ 1.5 billion of aggregate principal amount of 5.375 % senior notes due in 2036.

The Company used the net proceeds from the offering to finance the delivery of Celebrity Xcel at a lower cost compared to utilizing its existing committed export credit agency facility, with the remaining proceeds used to pay down other debt.

As of March 31, 2026, our unsecured revolving credit facilities were undrawn.

Debt financing transactions

In February 2026, we issued $ 1.25 billion of senior notes due in 2033, and $ 1.25 billion of senior notes due in 2038, for net proceeds of approximately $ 2.5 billion.

Interest accrues on the notes at a fixed rate of 4.750 % and 5.250 % per annum and is payable semi-annually in arrears, respectively.

The net proceeds from the offering were primarily used to refinance the senior notes maturing in 2026 and any remaining net proceeds to repay existing indebtedness.

The repayment 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 three months ended March 31, 2026.

Export credit facilities and agency guarantees

In July 2025, we took delivery of 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 and bears interest primarily at a fixed rate of 3.76 % per annum.

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 September 30, 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 through interest expense that are paid upfront over the life of the loan.

For the majority of the loans as of March 31, 2026, we pay to the applicable export credit agency, depending on the financing agreement, an average per ship upfront fee ranging from 2.35 % to 4.53 % of the maximum loan amount in consideration for these guarantees.

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.

Prior to the loan being drawn, we present these fees within Other assets in our consolidated balance sheets.

Prior to the loan being drawn, we present these fees within Other assets

in our consolidated balance sheets.

Once the loan is drawn, such fees are classified as a discount to the related loan, or contra-liability account, within Current portion of long-term debt or long-term debt .

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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, and limit our net debt-to-capital ratio.

As of September 30, 2025, we were in compliance with our debt covenants and we estimate we will be in compliance for the next twelve months.

As of March 31, 2026, we were in compliance with our debt covenants and we estimate we will be in compliance for the next twelve months.

Annual maturities

The following is a schedule of annual maturities on our total debt, including finance leases, as of September 30, 2025 for each of the next five years (in millions):

Year As of September 30, 2025 (1)

The following is a schedule of annual maturities on our total debt, including finance leases, as of March 31, 2026 for each of the next five years (in millions):

Year As of March 31, 2026 (1)

Remainder of 2026 $ 1,215

Thereafter 12,649

(1) Debt denominated in other currencies is calculated based on the applicable exchange rate at September 30, 2025.

(1) Debt denominated in other currencies is calculated based on the applicable exchange rate at March 31, 2026.

Operating leases

Our operating leases primarily relate to preferred berthing arrangements, real estate, and shipboard equipment which are included within Operating lease right-of-use assets , and Long-term operating lease liabilities with the current portion of the liability included within Current portion of operating lease liabilities in our consolidated balance sheets as of September 30, 2025 and December 31, 2024.

Our operating leases primarily relate to preferred berthing arrangements, real estate, and shipboard equipment which are included within Operating lease right-of-use assets , and Long-term operating lease liabilities, with the current portion of the liability included within Current portion of operating lease liabilities in our consolidated balance sheets as of March 31, 2026 and December 31, 2025.

Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet.

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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 $ 169 million and $ 167 million as of September 30, 2025 and December 31, 2024, respectively.

The aggregate amount of the operating lease liabilities recorded for this berthing agreement was $ 168 million as of March 31, 2026 and December 31, 2025.

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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Our finance leases primarily relate to buildings and surrounding land located at our Miami headquarters.

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 September 30, 2025 and December 31, 2024.

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

Additionally, we previously executed a modification to the Master Lease agreement to extend its expiration from 2076 to 2077 after coming to an agreement with the 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 total aggregate amount of the finance lease liabilities recorded for this Master Lease was $ 107 million as of September 30, 2025 and $ 106 million as of December 31, 2024, respectively.

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 as of March 31, 2026 and December 31, 2025.

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.

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

Consolidated Statement of Comprehensive Income (Loss) Classification Quarter Ended September 30, 2025 Nine Months Ended September 30, 2025

Operating lease costs Commission, transportation and other $ 37 $ 148

Operating lease costs Other operating expenses 4 11

Operating lease costs Marketing, selling and administrative expenses 5 15

Financial lease costs:

Amortization of right-of-use-assets Depreciation and amortization expenses 1 2

Interest on lease liabilities Interest expense, net of interest capitalized 2 6

Total lease costs $ 49 $ 182

Consolidated Statement of Comprehensive Income (Loss) Classification Quarter Ended September 30, 2024 Nine Months Ended September 30, 2024

Operating lease costs Commission, transportation and other $ 38 $ 151

Operating lease costs Other operating expenses 4 11

Operating lease costs Marketing, selling and administrative expenses 5 14

Financial lease costs:

Amortization of right-of-use-assets Depreciation and amortization expenses 3 10

Interest on lease liabilities Interest expense, net of interest capitalized 7 22

Total lease costs $ 57 $ 208

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

During the quarter and nine months ended September 30, 2025, we had $ 18 million and $ 104 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive income (loss), respectively, compared to $ 13 million and $ 92 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive income (loss) during the quarter and nine months ended September 30, 2024, respectively.

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

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

As of September 30, 2025 As of December 31, 2024

Weighted average of the remaining lease term in years

Operating leases 18.32 17.96

Finance leases 46.48 47.54

Weighted average discount rate

Operating leases 7.11 % 7.23 %

Finance leases 6.87 % 6.90 %

Supplemental cash flow information related to leases is as follows (in millions):

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ 176 $ 178

Operating cash flows from finance leases $ 6 $ 22

Financing cash flows from finance leases $ 5 $ 19

As of September 30, 2025, maturities related to lease liabilities were as follows (in millions):

Year Operating Leases Finance Leases

Remainder of 2025 $ 39 $ 5

Thereafter 1,018 585

Total lease payments 1,454 635

Interest ( 756 ) ( 486 )

Present value of lease liabilities $ 698 $ 149

As of March 31, 2026, maturities related to lease liabilities have not changed significantly when compared to our population of operating and finance leases as of December 31, 2025.

Commitments and Contingencies

Ship Purchase Obligations

As of September 30, 2025, our Global Brands and our Partner Brands have the following ships on order:

Ship Shipyard Expected delivery Approximate

As of March 31, 2026, our Global Brands and our Partner Brands have the following ships on order:

Ship Shipyard Expected Delivery Dates Approximate

Royal Caribbean

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

Unnamed Meyer Turku Oy 3rd Quarter 2027 5,600

Hero of the Seas Meyer Turku Oy 3rd Quarter 2027 5,600

Unnamed Meyer Turku Oy 2nd Quarter 2028 5,600

Discovery-class:

Unnamed Chantiers de l'Atlantique 4th Quarter 2029 4,300

Unnamed Chantiers de l'Atlantique 2nd Quarter 2032 4,300

Celebrity Cruises

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

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

Mein Schiff —

Celebrity River Cruises:

Celebrity Compass TeamCo Shipyard 2nd Quarter 2027 170

Celebrity Seeker TeamCo Shipyard 3rd Quarter 2027 170

Unnamed TeamCo Shipyard 1st Quarter 2028 170

Unnamed TeamCo Shipyard 2nd Quarter 2028 170

Mein Schiff Flow Fincantieri 2nd Quarter 2026 4,100

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Total Berths 47,330

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

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

In October 2025, we executed definitive building contracts for the first four ships in the initial order.

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 September 30, 2025.

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

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

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

In February 2026, the conditions for effectiveness including financing on our agreement with Chantiers de l'Atlantique to build two ships of a new generation, known as Discovery-class ships, for delivery in 2029 and 2032, became effective.

In March 2026, we entered into agreements with Meyer Turku to build our sixth and seventh Icon-class ships.

The agreement for the sixth Icon-class ship became effective in April 2026.

The agreement for our seventh Icon-class ship is contingent upon the completion of certain conditions precedent including financing.

In April 2026, we entered into agreements in connection with the 95 % Finnvera-backed financing of approximately 80 % of the contract price of the fifth Icon-class ship.

The maximum loan amount under the financing is not to exceed the United States dollar equivalent of € 2.2 billion, or approximately $ 2.5 billion based on the exchange rate at March 31, 2026.

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 + 0.80 %.

The seventh Oasis-class ship will have a capacity of approximately 5,700 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 $ 392 million based on the exchange rate at September 30, 2025.

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

In May 2025, the conditions for effectiveness including financing on our agreement with Meyer Turku Oy to build a fourth Icon-class ship for delivery in 2027 became effective.

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 September 30, 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.

As of September 30, 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 $ 9.7 billion, of which we had deposited $ 1.0 billion.

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

In April 2026, we entered into two credit agreements for the unsecured financing of the first and second Discovery-class ships for an amount up to 80 % of each ship's contract price through facilities to be guaranteed 95 % by BpiFrance, the official export credit agency of France.

The maximum loan amount under each 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 March 31, 2026.

Each loan, once funded, will amortize semi-annually and has an expected final maturity of 12 years following the delivery of each ship.

Interest on each loan will accrue at a floating rate equal to Term SOFR + 0.83 %.

The first and second Discovery-class ships will have a capacity of approximately 4,300 berths.

As of March 31, 2026, 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 $ 16.2 billion, of which we had deposited $ 1.3 billion.

Refer to Note 11.

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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 (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).

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.

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There are no stated or notional amounts included in the indemnification clauses and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses.

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 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.

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 of Directors ("Board") is made up of persons who were not (i) members of our 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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Shareholders' Equity

During the quarter ended September 30, 2025, our Board of Directors (the "Board") declared a cash dividend on our common stock of $ 1.00 per share, which was paid in October 2025.

Compared to the first and second quarter of 2025, when we declared cash dividends on our common stock of $ 0.75 per share, which was paid in April 2025 and July 2025, respectively.

During the first quarter of 2025, we paid a cash dividend on our common stock of $ 0.55 per share, which was declared during the fourth quarter of 2024.

In February 2026 we declared a cash dividend on our common stock of $ 1.50 per share, which was paid in April 2026.

Additionally, during the first quarter of 2026, we paid a cash dividend on our common stock of $ 1.00 per share, which was declared during the fourth quarter of 2025.

Common Stock Repurchase Program

In February 2025, our Board of Directors authorized a 12-month common stock repurchase program for up to $ 1.0 billion.

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

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 nine months ended September 30, 2025, we repurchased 2.3 million shares of our common stock under this program, for a total of $ 655 million in open market transactions that were recorded within Treasury

stock in our consolidated balance sheets.

As of September 30, 2025, we have $ 345 million that remains available for future stock repurchase transactions under our Board authorized program.

During the three months ended March 31, 2026, we repurchased 2.9 million shares of our common stock under this program, for a total of $ 836 million in open market transactions that were recorded in Treasury Stock in our consolidated balance sheets.

As of March 31, 2026, we have $ 1.0 billion that remains available for future stock repurchase transactions under our Board authorized program.

Changes in Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2025 and 2024 (in millions):

Accumulated Other Comprehensive Loss for the Nine Months Ended September 30, 2025 Accumulated Other Comprehensive Loss for the Nine Months Ended September 30, 2024

The following table presents the changes in accumulated other comprehensive loss by component for the quarters ended March 31, 2026 and 2025 (in millions):

Accumulated Other Comprehensive Loss for the Quarter Ended March 31, 2026 Accumulated Other Comprehensive Loss for the Quarter Ended March 31, 2025

Changes related to cash flow derivative hedges Changes in defined benefit plans Foreign currency translation adjustments Accumulated other comprehensive loss Changes related to cash flow derivative hedges Changes in defined benefit plans Foreign currency translation adjustments Accumulated other comprehensive loss

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Ending balance $ ( 374 ) $ 4 $ ( 15 ) $ ( 385 ) $ ( 695 ) $ 6 $ ( 6 ) $ ( 695 )

The following table presents reclassifications out of accumulated other comprehensive loss for the quarters and nine months ended September 30, 2025 and 2024 (in millions):

The following table presents reclassifications out of accumulated other comprehensive loss for the quarters ended March 31, 2026 and 2025 (in millions):

Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income

Details About Accumulated Other Comprehensive Loss Components Quarter Ended September 30, 2025 Quarter Ended September 30, 2024 Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 Affected Line Item in Statements of

Details About Accumulated Other Comprehensive Loss Components Quarter Ended March 31, 2026 Quarter Ended March 31, 2025 Affected Line Item in Statements of

Comprehensive Income (Loss)

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Fuel swaps 19 4 Fuel

$ ( 2 ) $ 8 $ ( 1 ) $ 36

Fair Value Measurements and Derivative Instruments

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The estimated fair value of our financial instruments that are not measured at fair value, categorized based upon the fair value hierarchy, are as follows (in millions):

Fair Value Measurements at September 30, 2025 Fair Value Measurements at December 31, 2024

Fair Value Measurements at March 31, 2026 Fair Value Measurements at December 31, 2025

Description Total Carrying Amount Total Fair Value Level 1 (1)

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(3) Inputs that are unobservable.

The Company did not use any Level 3 inputs as of September 30, 2025 and December 31, 2024.

The Company did not use any Level 3 inputs as of March 31, 2026 and December 31, 2025.

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

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

These amounts do not include our finance lease obligations.

These amounts do not include our finance lease obligations, and are net of our unamortized debt issuance costs.

Other Financial Instruments

The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value as of September 30, 2025 and December 31, 2024.

The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value as of March 31, 2026 and December 31, 2025.

Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy.

The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in millions):

Fair Value Measurements at September 30, 2025 Fair Value Measurements at December 31, 2024

Fair Value Measurements at March 31, 2026 Fair Value Measurements at December 31, 2025

Description Total Level 1 (1)

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Valuation of these items does not entail a significant amount of judgment.

No Level 1 inputs were used in fair value measurements of other financial instruments as of September 30, 2025 and December 31, 2024.

No Level 1 inputs were used in fair value measurements of other financial instruments as of March 31, 2026 and December 31, 2025.

(2) Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

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(3) Inputs that are unobservable.

No Level 3 inputs were used in fair value measurements of other financial instruments as of September 30, 2025 and December 31, 2024.

No Level 3 inputs were used in fair value measurements of other financial instruments as of March 31, 2026 and December 31, 2025.

(4) Consists of foreign currency forward contracts, interest rate and fuel swaps.

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The reported fair values are based on a variety of factors and assumptions.

Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of September 30, 2025 or December 31, 2024, or that will be realized in the future, and do not include expenses that could be incurred in an actual sale or settlement.

Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of March 31, 2026 or December 31, 2025, or that will be realized in the future, and do not include expenses that could be incurred in an actual sale or settlement.

Nonfinancial Instruments Recorded at Fair Value on a Nonrecurring Basis

Nonfinancial instruments include items such as goodwill, indefinite-lived intangible assets, long-lived assets, right-of-use assets and equity method investments that are measured at fair value on a nonrecurring basis when events and circumstances indicate the carrying value is not recoverable.

There were no material nonfinancial instruments recorded at fair value as of September 30, 2025 or December 31, 2024.

There were no material nonfinancial instruments recorded at fair value as of March 31, 2026 or December 31, 2025.

Master Netting Agreements

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We have elected not to offset such derivative instrument fair values in our consolidated balance sheets.

See Credit Related Contingent Features for further discussion on contingent collateral requirements for our derivative instruments.

The following table presents information about the Company’s offsetting of financial assets and liabilities under master netting agreements with derivative counterparties (in millions):

Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements

As of September 30, 2025 As of December 31, 2024

As of March 31, 2026 As of December 31, 2025

Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet Gross Amount of Eligible Offsetting

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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 counterparties.

As of September 30, 2025, we had counterparty credit risk exposure under our derivative instruments of $ 173 million, which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, the majority of which are currently our lending banks.

As of March 31, 2026, we had counterparty credit risk exposure under our derivative instruments of $ 294 million, which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, the majority of which are currently our lending banks.

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

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Our exposure to market risk for changes in interest rates primarily relates to our debt obligations, including future interest payments.

At September 30, 2025 and December 31, 2024, approximately 92.2 % and 92.3 %, respectively, of our debt was effectively fixed-rate debt, which is net of our interest rate swap agreements.

At March 31, 2026 and December 31, 2025, approximately 97 % and 93 %, respectively, of our debt was effectively fixed-rate debt, which is net of our interest rate swap agreements.

We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.

Market risk associated with our fixed-rate debt is the potential increase in fair value resulting from a decrease in interest rates.

At September 30, 2025, there were no interest rate swap agreements for fixed-rate debt instruments.

At March 31, 2026, there were no interest rate swap agreements for fixed-rate debt instruments.

We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage the market risk of increasing interest rates.

At September 30, 2025 and December 31, 2024, we maintained interest rate swap agreements on the following floating-rate debt instruments:

Debt Instrument Swap Notional as of September 30, 2025 (in millions) Maturity Debt Floating Rate

Spread All-in Fixed Rate as of September 30, 2025

At March 31, 2026 and December 31, 2025, we maintained interest rate swap agreements on the following floating-rate debt instruments:

Debt Instrument Swap Notional as of March 31, 2026 (in millions)

Maturity Debt Floating Rate

Spread All-in Fixed Rate

Quantum of the Seas term loan

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(1) Interest rate swap agreements hedging the Euro-denominated term loan for Harmony of the Seas include EURIBOR zero-floors matching the hedged debt EURIBOR zero-floor.

Amount presented is based on the exchange rate as of September 30, 2025.

Amount presented is based on the exchange rate as of March 31, 2026.

(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.

The notional amount of interest rate swap agreements related to outstanding debt as of March 31, 2026 and December 31, 2025 was $ 0.9 billion.

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 September 30, 2025 and December 31, 2024 was $ 1.1 billion and $ 1.2 billion, respectively.

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 September 30, 2025, the aggregate cost of our ships on order was $ 9.7 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 and any ships on order by our Partner Brands.

As of March 31, 2026, the aggregate cost of our ships on order was $ 16.2 billion, of which we had deposited $ 1.3 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.

Refer to Note 8 .

Commitments and Contingencies , for further information on our ships on order.

At September 30, 2025 and December 31, 2024, approximately 60.0 % and 43.4 %, respectively, of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate.

At March 31, 2026 and December 31, 2025, approximately 52.9 % and 64.1 %, respectively, of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate.

Our foreign currency forward contract agreements are accounted for as cash flow or net investment hedges depending on the designation of the related hedge.

On a regular basis, we enter into foreign currency forward contracts and, from time to time, we utilize cross-currency swap agreements and collar options to minimize the volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than our functional currency or the functional currencies of our foreign subsidiaries.

During the third quarter of 2025 and 2024 the average notional amount of foreign currency forward contracts was approximately $ 1.2 billion and $ 989 million, respectively.

During the first quarter of 2026 and 2025 the average notional amount of foreign currency forward contracts was approximately $ 1.2 billion and $ 1.3 billion, respectively.

These instruments are not designated as hedging instruments.

For the quarters and nine months ended September 30, 2025 and 2024, changes in the fair value of the foreign currency forward contracts and the remeasurement of monetary assets and liabilities denominated in foreign currencies resulted in immaterial gain (losses).

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

The notional amount of outstanding foreign exchange contracts, excluding the forward contracts entered into to minimize remeasurement volatility, as of September 30, 2025 and December 31, 2024 was $ 1.9 billion and $ 2.7 billion respectively.

For the quarters ended March 31, 2026 and 2025, changes in the fair value of the foreign currency forward contracts and the remeasurement of monetary assets and liabilities denominated in foreign currencies resulted in immaterial gain (losses).

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

The notional amount of outstanding foreign exchange contracts, excluding the forward contracts entered into to minimize remeasurement volatility, as of March 31, 2026 and December 31, 2025 was $ 4.7 billion and $ 2.0 billion respectively.

Non-Derivative Instruments

1 unchanged sentence

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 a hedge of our net investments in TUI Cruises of € 688 million, or approximately $ 809 million, as of September 30, 2025.

We had designated debt as a hedge of our net investments in TUI Cruises of € 630 million, or approximately $ 726 million, as of March 31, 2026.

As of December 31, 2025, we had designated debt as a hedge of our net investments primarily in TUI Cruises of € 631 million, or approximately $ 740 million.

5 unchanged sentences

For hedged forecasted fuel consumption that remains possible of occurring, hedge accounting will be discontinued and the related accumulated other comprehensive gain or loss will remain in accumulated other comprehensive gain or loss until the underlying hedged transactions are recognized in earnings or the related hedged forecasted fuel consumption is deemed probable of not occurring.

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

For the quarters ended September 30, 2025 and 2024, we did not discontinue cash flow hedge accounting on any of our fuel swap agreements.

At September 30, 2025, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2028.

As of September 30, 2025 and December 31, 2024, we had the following outstanding fuel swap agreements designated as hedging instruments:

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.

For the quarters ended March 31, 2026 and 2025, we did not discontinue cash flow hedge accounting on any material amount of our fuel swap agreements.

At March 31, 2026, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2029.

As of March 31, 2026 and December 31, 2025, we had the following outstanding fuel swap agreements designated as hedging instruments:

Fuel Swap Agreements

As of September 30, 2025 As of December 31, 2024

Designated as hedges:

As of March 31, 2026 As of December 31, 2025

(metric tons)

Designated as hedges:

2026 779,500 1,065,500

3 unchanged sentences

Fuel Swap Agreements

As of September 30, 2025 As of December 31, 2024

As of March 31, 2026 As of December 31, 2025

Designated hedges as a % of projected fuel purchases:

3 unchanged sentences

2029 15 % — %

As of September 30, 2025 and December 31, 2024, the 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 was immaterial.

As of March 31, 2026, there was $ 140 million of estimated unrealized net gain 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 $ 66 million of estimated unrealized net loss at December 31, 2025.

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

2 unchanged sentences

Asset Derivatives Liability Derivatives

Balance Sheet Location As of September 30, 2025 As of December 31, 2024 Balance Sheet Location As of September 30, 2025 As of December 31, 2024

Balance Sheet Location As of March 31, 2026 As of December 31, 2025 Balance Sheet Location As of March 31, 2026 As of December 31, 2025

Fair Value Fair Value Fair Value Fair Value

Derivatives designated as hedging instruments under ASC 815-20 (1)

Interest rate swaps Derivative financial instruments $ — $ 1 Derivative financial instruments $ — $ —

Interest rate-swaps Other assets 30 29 Other long-term liabilities — 1

8 unchanged sentences

Non-derivative instrument designated as

hedging instrument under ASC 815-20 Balance Sheet Location As of September 30, 2025 As of December 31, 2024

hedging instrument under ASC 815-20 Balance Sheet Location As of March 31, 2026 As of December 31, 2025

Foreign currency debt Current portion of long-term debt $ 133 $ 136

4 unchanged sentences

Comprehensive Loss on Derivatives

Quarter Ended September 30, 2025 Quarter Ended September 30, 2024 Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Quarter Ended March 31, 2026 Quarter Ended March 31, 2025

Interest rate swaps $ 5 $ ( 5 )

1 unchanged sentence

Fuel swaps 358 21

$ ( 6 ) $ ( 86 ) $ 303 $ ( 46 )

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

1 unchanged sentence

Non-derivative instruments under ASC 815-20 Net

Investment Hedging Relationships Quarter Ended September 30, 2025 Quarter Ended September 30, 2024 Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Investment Hedging Relationships Quarter Ended March 31, 2026 Quarter Ended March 31, 2025

Foreign Currency Debt $ 14 $ ( 44 )

5 unchanged sentences

Gain (Loss) Recognized in

Income on Derivatives Quarter Ended September 30, 2025 Quarter Ended September 30, 2024 Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Income on Derivatives Quarter Ended March 31, 2026 Quarter Ended March 31, 2025

Foreign currency forward contracts Other income (expense) $ ( 8 ) $ 2

Fuel swaps Other income (expense) — — 2 —

$ ( 10 ) $ 33 $ 46 $ ( 8 )

Credit Related Contingent Features

Our current interest rate derivative instruments require us to post collateral if our Standard & Poor’s and Moody’s credit ratings fall below specified levels.

Specifically, under most of our agreements, if on the fifth anniversary of executing a derivative instrument, or on any succeeding fifth-year anniversary, our credit ratings for our senior unsecured debt is rated below BBB- by Standard & Poor’s and Baa3 by Moody’s, then the counterparty will periodically have the right to demand that we post collateral in an amount equal to the difference between (i) the net market value of all derivative transactions with such counterparty that have reached their fifth year anniversary, to the extent negative, and (ii) the applicable minimum call amount.

The amount of collateral required to be posted will change as, and to the extent, our net liability position increases or decreases by more than the applicable minimum call amount.

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 September 30, 2025, our senior unsecured debt credit rating was BBB- by Standard & Poor's and Baa3 by Moody's.

As of September 30, 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements