Royal Caribbean Enters New Agreement, Incurs Financial Obligation

TL;DR

RCLLD just signed a new deal and took on debt. Details TBD.

AI Summary

On October 1, 2025, Royal Caribbean Cruises Ltd. filed an 8-K report detailing a material definitive agreement and a direct financial obligation. The filing indicates the company entered into a new agreement and incurred a financial obligation, though specific details of the agreement and obligation are not provided in this excerpt.

Why It Matters

This filing signals a new financial commitment or partnership for Royal Caribbean, which could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a new financial obligation, which inherently carries some level of financial risk for the company.

Key Players & Entities

• Royal Caribbean Cruises Ltd. (company) — Registrant
• October 1, 2025 (date) — Date of earliest event reported
• 1050 Caribbean Way, Miami, Florida 33132 (address) — Principal Executive Office Address

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share RCL New York Stock Exchan
• $1.5 billion — ed its previously announced offering of $1.5 billion aggregate principal amount of 5.375% Se
• $1.484 billion — eeds from the offering of approximately $1.484 billion (after deducting fees, commissions and

Filing Documents

• tm2526557d5_8k.htm (8-K) — 34KB
• tm2526557d5_ex4-2.htm (EX-4.2) — 326KB
• tm2526557d5_ex5-1.htm (EX-5.1) — 12KB
• tm2526557d5_ex5-2.htm (EX-5.2) — 38KB
• tm2526557d5_ex5-1immg001.jpg (GRAPHIC) — 46KB
• tm2526557d5_ex5-1immg002.jpg (GRAPHIC) — 30KB
• tm2526557d5_ex5-1immg003.jpg (GRAPHIC) — 9KB
• 0001104659-25-095642.txt ( ) — 773KB
• rcl-20251001.xsd (EX-101.SCH) — 3KB
• rcl-20251001_lab.xml (EX-101.LAB) — 33KB
• rcl-20251001_pre.xml (EX-101.PRE) — 22KB
• tm2526557d5_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 1, 2025, Royal Caribbean Cruises Ltd. (the "Company") completed its previously announced offering of $1.5 billion aggregate principal amount of 5.375% Senior Notes due 2036 (the "Notes"), pursuant to an underwriting agreement, dated as of September 22, 2025 (the "Underwriting Agreement"), among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. The Notes were issued by the Company pursuant to an indenture, dated as of July 31, 2006 (the "Base Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A. as trustee (the "Trustee"), as supplemented by a Fourth Supplemental Indenture, dated October 1, 2025, between the Company and the Trustee (the "Fourth Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). The Notes have been registered under the Securities Act of 1933, as amended, by a shelf registration statement on Form S-3ASR (Registration No. 333-277554). The Company received net proceeds from the offering of approximately $1.484 billion (after deducting fees, commissions and expenses), which it intends to use to finance the upcoming delivery of Celebrity Xcel in lieu of utilizing its existing committed export credit agency facility and, with the remaining net proceeds, to redeem, refinance or otherwise repurchase existing indebtedness, including amounts outstanding under its revolving credit facilities. Interest on the Notes accrues from October 1, 2025 at a rate of 5.375% per annum, and is payable semi-annually in arrears on January 15 and July 15 of each year, beginning January 15, 2026. The Notes will mature on January 15, 2036, unless earlier redeemed or repurchased. Further information concerning the Notes and related matters is set forth in the Company's Prospectus Supplement dated September 22, 2025, which was filed with the Securiti

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference insofar as it relates to the creation of a direct financial obligation.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of July 31, 2006, between Royal Caribbean Cruises Ltd. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-3 (333-158161) filed with the Securities and Exchange Commission on March 23, 2009). 4.2 Fourth Supplemental Indenture, dated as of October 1, 2025, between Royal Caribbean Cruises Ltd. and The Bank of New York Mellon Trust Company, N.A., as trustee. 4.3 Form of 5.375% Senior Notes due 2036 (included in Exhibit 4.2 hereto). 5.1 Opinion of Watson Farley & Williams LLP. 5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. 23.1 Consent of Watson Farley & Williams LLP (included in Exhibit 5.1 hereto). 23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ROYAL CARIBBEAN CRUISES LTD. Date: October 1, 2025 By: /s/ Naftali Holtz Name: Naftali Holtz Title: Chief Financial Officer