ROYAL CARIBBEAN CRUISES LTD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

CHECK THE APPROPRIATE BOX:

Royal Caribbean Cruises Ltd.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

Notice of Annual Meeting

and Proxy Statement

Who We Are

We are one of the largest and most successful cruise companies in the world operating

through our three global brands: Royal Caribbean, Celebrity Cruises and Silversea Cruises,

and also through our partner brands: TUI Cruises and Hapag-Lloyd Cruises, in which we own a

50% stake. Together, our brands represent a combined total of 67 ships in the cruise vacation

industry traveling to approximately 1,000 destinations around the world.

As used in this Proxy Statement, the terms “Royal Caribbean Group,” “RCG,” the “Company,” “we,” “our” and “us” refer to

Royal Caribbean Cruises Ltd. and our wholly owned global cruise brands. Our partner brands are unconsolidated investments

and therefore our operating results and other disclosures herein do not include these brands.

TABLE OF CONTENTS

Letter from the Chief Executive Officer

Dear fellow shareholders,

2024 was an exceptional year for Royal Caribbean Group,

marked by significant achievements and robust financial

performance. We delivered total revenues of $16.5 billion

and Net Income of $2.9 billion, or $3.2 billion on an

adjusted basis. This performance translates to Earnings

Per Share (EPS) of $10.94, or $11.80 Adjusted EPS,

nearly 70% higher than the prior year earnings. These

results not only exceeded our initial expectations – they

reflect the strong consumer appetite for our vacation

experiences and our team’s best-in-class execution. Load

factors averaged above 108% and we achieved significant

pricing strength and onboard revenue growth versus 2023.

The bottom line: we surpassed the ambitious targets we

set, with earnings growth and margins that put us firmly

ahead of our recovery trajectory. We aren’t just back, we

are leading the industry into the future.

Strategic Highlights

Throughout 2024, we advanced key strategic initiatives to

enhance our offerings and fuel future growth. We achieved

our “Trifecta” financial goals a full 18 months early, hitting

all three objectives – over $100 in Adjusted EBITDA per

APCD, Return on Invested Capital in the teens, and

double-digit Adjusted EPS. This milestone speaks to the

effectiveness of our formula for success: moderate

capacity growth, moderate yield growth, and strong cost

control – a formula that continues to drive margin

expansion and solid returns.

We also expanded our fleet and announced further

expansion of our destination portfolio. Early in the year, we

celebrated the historic debut of Icon of the Seas, the first

in a revolutionary new class of ships and the culmination

of more than 50 years of innovation to create the ultimate

family vacation experience. The market response to Icon

exceeded all expectations. We followed this with the

launch of Utopia of the Seas – our newest Oasis-class

ship designed for short getaways – and Silversea's Silver

Ray, each contributing to our growth and commitment to

guest satisfaction.

Just this year, we broke ground on our first Royal Beach

Club in The Bahamas and announced plans for another in

Cozumel, expanding our portfolio of private destinations.

We also revealed that Perfect Day at CocoCay will be

joined by the even larger Perfect Day Mexico, opening in

2027. In addition, we announced that Silversea will further

enhance its Antarctica expedition offering with the new

southernmost hotel in Puerto Williams, Chile. Our strategic

initiatives – investing in new hardware, private

destinations, unique experiences, and digital innovation –

further our ability to capture a greater share of the global

$2 trillion vacation market in the years ahead.

Governance

We remain deeply committed to strong corporate

governance, effective oversight, and proactive shareholder

engagement. Our Board continues to be comprised of

highly qualified leaders who provide robust independent

oversight and play an active role in shaping our strategic

direction.

Equally important, our Board and management greatly

value dialogue with our owners. During 2024, in addition to

regular investor updates on our financial results, we

engaged with shareholders representing over half of our

shares outstanding to discuss topics including corporate

governance, corporate responsibility, and executive

compensation. This dialogue is invaluable, ensuring our

priorities remain aligned with shareholder interests and

best governance practices.

TABLE OF CONTENTS

Shareholder Returns and Financial Stewardship

Delivering value to our shareholders is at the core of our

strategy, and our financial stewardship is built on

disciplined growth. In 2024, we:

•Reinstated our quarterly dividend at $0.40 per share,

increasing it 38% to $0.55 per share by year end,

signaling our confidence in the future and our

commitment to sharing in the success of our business;

•Refinanced approximately $6.1 billion of high-cost

debt, significantly reducing our leverage and interest

expense; and

•Fully restored our debt profile to an unsecured,

investment-grade structure.

These milestones, along with our improving cash flows,

demonstrate our commitment to financial strength and

position us well for the future.

Our People and Culture

Underlying all our accomplishments is the hard work and

passion of our team, and a culture that sets Royal

Caribbean Group apart. I want to recognize and thank our

employees and crew members for their extraordinary

efforts this year. Every day, across our ships, private

destinations and offices, our people exemplify the values

of hospitality, safety, innovation, and “above and beyond”

service that define the Group’s culture. It is their

commitment to excellence that earned us record-high

guest satisfaction scores in 2024 and a reputation for

delivering the best vacations.

I am also proud of the positive impact our teams make in

our communities – from volunteering and charitable giving,

to embracing our many corporate responsibility efforts.

During 2024, for example, Royal Caribbean Group hosted

a global Decarbonization Summit, convening more than 70

industry leaders to accelerate collaboration on achieving

net-zero cruising. This is just one example of how our

people are driving innovation not only in guest experience

but also in responsible business practices.

Our culture of integrity, teamwork, and creativity is truly a

*This letter contains non-GAAP measures. A reconciliation of these non-GAAP financial measures to their nearest GAAP comparable financial

competitive advantage – helping us attract top talent,

deepen loyalty with guests, and continually push the

boundaries of what’s possible in travel.

Looking Ahead

As we turn toward the future, Royal Caribbean Group’s

course has never been clearer or more exciting. Our new

Perfecta financial targets announced in March 2025 will

inform our everyday decision-making, and 2025 is shaping

up to be another milestone year. But our vision extends

well beyond the next twelve months. We are entering a

new era of growth for Royal Caribbean Group – one where

we redefine what a vacation can be by leveraging our

industry-leading brands, the most innovative ships, and

our unique private destinations to expand our share of the

$2 trillion global vacation market. While we evolve and

grow, one thing remains constant: our steadfast

commitment to delivering the best vacations responsibly --

and exceptional returns for our shareholders.

Thank you for your continued trust, investment and

partnership. With your support, and thanks to the

dedication of our remarkable team, I am confident that

Royal Caribbean Group’s best days are ahead of us.

Sincerely,

JASON T. LIBERTY

President and Chief Executive Officer

Royal Caribbean Group

TABLE OF CONTENTS

2024 Performance Highlights

Key 2024 Successes

Strong Demand Driving Strong Results*

23.8%

Gross Margin Yields

vs 2023

11.6%

Net Yields

vs 2023 in Constant

Currency

$16.5

Billion

Total revenues

$2.9

Billion

Net Income

$3.2

Billion

Adjusted Net Income

$6.0

Billion

Adjusted EBITDA

108%

Load Factor

9 Million

Vacations Delivered

with High Guest

Satisfaction Scores

Long Term Growth

3 new ships launched

Strong pipeline of 8 new ocean ships to

be delivered 2025-2028

Exclusive Collection of Land-Based

Experiences

4 new Land-Based Experiences

Opening 2025-2027

Removing friction, enabling a guest-centric

vacation experience

Leveraging data and AI to deepen

relationships with customers

Cross-brand loyalty across brands

Strong Balance Sheet and Shareholder Returns

Achieved investment

grade balance sheet

metrics

Reinstated quarterly dividend

and increased it 38%

throughout the year

Refinanced approximately

$6.1 Billion of high-cost debt

Significantly reduced leverage and interest

expense

Delivering the Best Vacations Responsibly

Achieved our goal to reduce

carbon intensity by double

digits—one year early

Diversified our energy

portfolio by growing our LNG

powered ships to four and

expanding our use of biofuel

Launched myLeadership

initiative to cultivate future

leaders

Grew local sourcing resulting

in a 15% reduction in

transportation miles for ship-

bound goods

*This section contains non-GAAP measures. A reconciliation of these non-GAAP financial measures to their nearest GAAP comparable financial

TABLE OF CONTENTS

Notice of Annual Meeting

of Shareholders

DATE & TIME

May 28, 2025

9:00 A.M., ET

LOCATION

JW Marriott Marquis Miami

255 Biscayne Blvd. Way

Miami, FL 33131

RECORD DATE

Persons holding shares of our

common stock as of the close

of business on April 10, 2025

are entitled to notice of and to

vote at the Annual Meeting or

any adjournment thereof.

How to Vote

BY INTERNET

www.proxyvote.com

BY TELEPHONE

1-800-690-6903

BY MAIL

Mark, sign and date your

proxy card and return in the

postage-paid envelope we

have provided.

Shareholders also will transact such other business as may properly come before the Annual

Meeting and any adjournment thereof.

We will furnish our proxy materials over the Internet as permitted by the rules of the U.S.

Securities and Exchange Commission. As a result, we are sending a Notice of Internet

Availability of Proxy Materials rather than a full paper set of the proxy materials, unless you

previously requested to receive printed copies. The Notice of Internet Availability of Proxy

Materials contains instructions on how to access our proxy materials on the Internet, as well

as instructions on how shareholders may obtain a paper copy of the proxy materials. This

process reduces costs associated with printing and distributing our proxy materials.

Internet voting is available to make it easier for you to vote in advance of the Annual Meeting.

The instructions on the Notice of Internet Availability of Proxy Materials or your proxy card

describe how to use these convenient services.

All shareholders are cordially invited to attend the Annual Meeting in person. Whether

or not you expect to attend, you are urged to vote as soon as possible by Internet or

mail so that your shares may be voted in accordance with your wishes. Granting a

proxy does not affect your right to revoke it later or to vote your shares in the event

you attend the Annual Meeting.

R. ALEXANDER LAKE

Chief Legal Officer and Secretary

Royal Caribbean Cruises Ltd.

April 18, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 28, 2025

On or about April 18, 2025, we mailed a Notice of Internet Availability of Proxy Materials containing

instructions on how to access our proxy statement and 2024 Annual Report. These materials are

available online atproxyvote.com.

The complete mailing address, including zip code, of our principal executive offices is

1050 Caribbean Way, Miami, Florida 33132 and our telephone number is (305) 539-6000.

References to our website in this proxy statement or the 2024 Annual Report are for the conveniences

of readers, and information available at or through our website is not part of, nor is it incorporated

by reference in, these documents.

Items of Business