Royal Caribbean Group SEC Filings

Royal Caribbean Cruises Ltd. (RCL) reported an insider transaction by a director. On 11/03/2025, the director sold 1,100 shares of common stock at $281.76 per share. Following this sale, the reporting person beneficially owns 14,234 shares, held directly.

RCL filed a Rule 144 notice for a proposed sale of 1,100 shares of common stock, with an aggregate market value of $309,932.70. The filing lists Morgan Stanley Smith Barney LLC as the broker and an approximate sale date of 11/03/2025 on the NYSE.

The shares were acquired as restricted stock from the issuer on 05/28/2025, in the same amount of 1,100 shares, with “Not Applicable” noted for the nature of payment.

The Vanguard Group filed an amended Schedule 13G reporting beneficial ownership of 30,066,167 shares of Royal Caribbean Cruises Ltd. (RCL) common stock, representing 11.06% of the class as of the stated event date. Vanguard reports 0 shares with sole voting power and 1,524,512 shares with shared voting power. It has sole dispositive power over 27,626,791 shares and shared dispositive power over 2,439,376 shares. The filing is made in the ordinary course of business and states it was not made for the purpose of changing or influencing control.

Royal Caribbean Cruises Ltd. (RCL) reported strong Q3 2025 results. Total revenues were $5,139 million versus $4,886 million a year ago, driving operating income of $1,702 million. Net income attributable to the company was $1,575 million, or diluted EPS of $5.74, with interest expense falling to $248 million from $603 million and equity investment income rising to $158 million.

Year‑to‑date, operating cash flow reached $4,842 million against capital expenditures of $3,722 million. Customer deposits were $5,604 million as of September 30, 2025. Cash and cash equivalents were $432 million; total debt, net of issuance costs, was $20,277 million, and the company’s $6.4 billion revolving credit facilities were undrawn. RCL repurchased $655 million of stock and paid $2.50 per share in dividends year‑to‑date, including $1.00 in Q3. The company closed a $294 million Costa Maya port and land acquisition, took delivery of Star of the Seas with $1.6 billion financing, and in October issued $1.5 billion of 5.375% notes due 2036. The U.S. Supreme Court granted certiorari in the Havana Docks matter.

Royal Caribbean Cruises Ltd. (RCL)Exhibit 99.1 and the information is furnished, not filed, under the Exchange Act.

The filing clarifies that the furnished information is not incorporated by reference into other filings except where specifically stated.

BlackRock, Inc. filed Amendment No. 5 to Schedule 13G reporting its beneficial ownership of Royal Caribbean Cruises Ltd. common stock. BlackRock reported 20,166,398 shares beneficially owned, representing 7.4% of the class as of the event date 09/30/2025.

BlackRock disclosed 18,594,819 shares with sole voting power and 20,166,398 shares with sole dispositive power, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. It also notes that various persons have rights to dividends or proceeds, but no single person exceeds five percent of the total outstanding common shares.

John Brock, a director of Royal Caribbean Cruises Ltd. (RCL), reported on Form 4 that he disposed of 3,165 shares on 10/02/2025. The Form states the transaction code G and an explanatory note: the sale “represents charitable contribution of shares.” The filing records a post-transaction beneficial ownership of 24,035 shares and lists a transaction price of $0, consistent with a donation. The Form 4 was signed by Indira Sordo, Attorney-in-Fact, on 10/03/2025. This filing documents an insider share donation and the resulting reduction in the director’s direct holdings.

Royal Caribbean Cruises Ltd. reported the entry into a material definitive agreement creating a direct financial obligation. The filing discloses a Fourth Supplemental Indenture and a form of 5.375% Senior Notes due 2036, indicating the company has documented terms for senior unsecured notes. The exhibits include the underlying indenture (previously filed), the supplemental indenture, the note form and legal opinions with accompanying consents.

The filing therefore records the establishment of a new debt instrument under the company’s existing indenture framework and provides the legal documentation and trustee arrangement for those notes.

Royal Caribbean Cruises Ltd. is offering $1,500,000,000 of 5.375% senior unsecured notes due January 15, 2036. Interest accrues from October 1, 2025 and is payable semi-annually beginning January 15, 2026. The notes are obligations of the parent only and are not guaranteed by subsidiaries, making them structurally subordinated to subsidiary liabilities. Estimated net proceeds are approximately $1,484 million, which the company intends to use to finance delivery of Celebrity Xcel and to redeem, refinance or repurchase existing indebtedness, including amounts under its Revolving Credit Facilities. On an as-adjusted basis after the offering, total debt would be approximately $20.5 billion as of June 30, 2025. The offering may not have an active trading market and contains customary redemption, change-of-control repurchase (101%), covenant and risk disclosures.