RCL

• Royal Caribbean Cruises Ltd. completed a $1.25 billion offering of 5.550% Senior Notes due 2034 on August 20, 2026.
• Net proceeds of approximately $1.24 billion will be used to repay a portion of outstanding floating rate term loan borrowings and other existing indebtedness.
• Interest accrues at 5.550% per annum, payable semi-annually on January 20 and July 20, beginning January 20, 2027; the notes mature on January 20, 2034.
• The notes are governed by a base indenture dated July 31, 2006, as supplemented by a Sixth Supplemental Indenture dated August 20, 2026, with The Bank of New York Mellon Trust Company, N.A. as trustee.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• The company will issue $1,250,000,000 aggregate principal amount of 5.550% Senior Notes due 2034 in an underwritten public offering.
• The offering is expected to close on August 20, 2026, subject to customary closing conditions.
• Net proceeds will be used to repay a portion of outstanding borrowings under its floating rate term loan facilities, with any remaining proceeds to repay or refinance other existing indebtedness.
• The underwriting agreement includes customary representations, covenants, and indemnification provisions.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Total revenue was $4.8 billion, up 6% year over year; load factor was 110%.
• Net Income was $1.1 billion; Adjusted EBITDA was $1.8 billion.
• Full-year 2026 Adjusted EPS guidance raised to $17.73-$17.87, implying 14% year-over-year growth.
• Q3 2026 Adjusted EPS guidance is $6.26-$6.36; Net Yields expected approximately flat vs. 2025.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On July 16, 2026, the Board of Directors appointed Tara Bunch as a director of Royal Caribbean Cruises Ltd.
• Prior to Airbnb, she held senior roles at Apple (Vice President of AppleCare) and Hewlett Packard (Senior Vice President).
• Bunch will receive compensation consistent with other non-management directors, as described in the company's definitive proxy statement for the 2026 Annual Meeting.
• The company issued a press release on July 20, 2026, announcing the appointment.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Shareholders approved, on an advisory basis, the compensation of named executive officers with 220,079,230 votes for and 7,193,973 against.
• The ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026 passed with 233,858,800 votes for and 8,532,249 against.
• Broker non-votes of 14,799,224 were recorded for each director election and the advisory compensation vote.
• The report was filed under Item 5.07 to disclose the results of these shareholder votes.

5.07 Submission of Matters to a Vote of Security Holders

• On May 19, 2026, the head of Mexico's SEMARNAT publicly stated the agency will deny Royal Caribbean's initial environmental permit application for the Perfect Day Mexico project.
• The company says it respects SEMARNAT's role and remains committed to providing information for a thorough, objective review.
• Royal Caribbean plans to re-engage stakeholders in coming weeks to advance the project, citing potential for environmental infrastructure, local jobs, and community programs.
• The filing is furnished, not filed, under SEC rules and is not incorporated by reference into other filings.

7.01 Regulation FD Disclosure

• Net Yields increased 3.6% as-reported (2.0% constant currency); load factor was 109%; capacity up 8% year over year; 2.5 million guests carried, up 12%.
• Returned approximately $1.1 billion to shareholders in Q1 via $836 million share repurchases and $270 million dividends; $1.0 billion remains under repurchase authorization.
• Full year 2026 Adjusted EPS guidance raised to $17.10-$17.50 (11% growth), reflecting higher fuel costs and geopolitical impacts on Mediterranean and West Coast of Mexico itineraries, offset by lower non-fuel costs and share repurchases.
• Q2 2026 Adjusted EPS guidance is $3.83-$3.93; Net Yields expected up ~0.9% as-reported; fuel expense for Q2 guided at $346 million (423,000 metric tons, 60% hedged).

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Net proceeds of approximately $2.471 billion will refinance senior notes maturing in 2026 and repay other indebtedness.
• Notes issued under an indenture supplemented by a Fifth Supplemental Indenture dated February 27, 2026.
• Underwriting agreement dated February 12, 2026 with J.P. Morgan, Morgan Stanley, and PNC Capital Markets as representatives.
• Interest on 2033 Notes payable semi-annually from November 15, 2026; on 2038 Notes from August 27, 2026.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits