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 a leading global vacation company spanning cruise, exclusive destinations, and land-

based vacation experiences. We operate 69 ships sailing to more than 1,000 destinations

across all seven continents through our three global brands: Royal Caribbean, Celebrity

Cruises, and Silversea, and also through a 50% joint venture interest in TUI Cruises which

operates the Mein Schiff and Hapag-Lloyd brands.

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.

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Letter from the Chairman

and Chief Executive Officer

Dear fellow shareholders,

2025 was an exceptional year for Royal Caribbean Group,

defined by strong demand for our vacation experiences,

disciplined execution, and leading financial performance.

We delivered total revenues of $17.9 billion and Net Income

of $4.3 billion. This performance translated to Earnings Per

Share (EPS) of $15.61, or $15.64 Adjusted EPS, nearly

33% higher than our prior year earnings. We delivered

memorable vacations to a record 9.4 million guests at

record satisfaction scores and achieved load factors of

approximately 110% for the year. These strong results

exceeded our initial expectations for the year and reflect

the strength of our brands, the appeal of our products, and

the power of our connected vacation ecosystem. Our

progress keeps us on the path to achieve our Perfecta

financial targets announced last year, while our ambitions

go well beyond that, as evidenced by the many exciting

initiatives underway at Royal Caribbean Group.

Strategic Highlights

Over the past year, we continued to strengthen every part

of our vacation ecosystem— our brands, ships,

destinations, technology, and loyalty platform — making it

easier for guests to discover, plan, and personalize their

experiences while giving them more reasons to vacation

with us more often. These efforts are translating into

stronger engagement, higher guest satisfaction and repeat

rates, and a durable foundation for long-term growth.

A key driver of this momentum is our continued expansion

into new vacation categories. We announced the launch of

Celebrity River Cruises, an entirely new business line for

Celebrity Cruises that extends the brand into the fast-

growing river cruise market. With an initial order of ten

ships and a commitment to grow the fleet to twenty

vessels by 2031, this platform meaningfully expands our

addressable market and reinforces our strategy to meet

guests across more of their vacation journey.

At the same time, we are investing in the next generation

of innovation across our brands. We announced Royal

Caribbean’s new Discovery Class, placing two firm orders

with options for four additional ships. The first is expected

to debut in 2029, followed by the second in 2032,

extending our pipeline of category-defining ships well into

the next decade.

Across our core business, our fleet expansion continues to

play a central role in delivering differentiated experiences

at scale. The launches of Star of the Seas and Celebrity

Xcel were met with strong guest satisfaction, reinforcing

the appeal of our newest ships. This progress was

complemented by our TUI Cruises joint venture, which

reached an important milestone with the delivery of Mein

Schiff Relax, the first ship in a new class and now the

largest in that fleet. We continue to maintain a robust

growth pipeline, with multiple newbuild ships on order

across our brands—most notably within the Icon, Edge

and Oasis classes—reflecting a disciplined capacity

expansion strategy for the next several years.

Our private destination strategy continues to further

differentiate our offering and support both demand and

pricing. The opening of Royal Beach Club Paradise Island,

our first beach club experience, generated exceptional

guest response. As we scale this portfolio, we expect to

grow from three to eight exclusive destinations by 2028,

including additional Royal Beach Clubs and the opening of

Perfect Day Mexico.

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We are also advancing our loyalty ecosystem to better

connect our brands and deepen guest relationships. The

introduction of Points Choice marks the next evolution of

our cross-brand loyalty platform, giving members greater

flexibility in how they earn and redeem rewards across our

portfolio. At the same time, we are building a more

seamless and personalized digital ecosystem, thoughtfully

integrating advanced analytics and AI across the guest

journey. From tailored recommendations and a more

intuitive mobile experience to smarter onboarding and

service interactions, these capabilities help us engage

guests in more meaningful ways. We are applying the

same data-driven approach and tools to improve efficiency

from optimizing energy use to marine and supply-chain

operations. We expect these investments to strengthen

the quality of our vacation experiences, deepen guest

satisfaction, and reinforce the operational discipline that

underpins our long‑term growth.

Taken together, our strategic initiatives spanning new

business lines, innovative ships, exclusive destinations,

loyalty, and digital capabilities, position us to capture a

greater share of the more than$2 trillion global vacation

market and sustain strong growth in the years ahead.

Governance

We remain committed to strong corporate governance,

effective oversight, and proactive engagement with our

shareholders. Our Board brings diverse expertise and

provides rigorous, independent oversight of strategy, risk,

and capital allocation.

Equally important, our Board and management greatly

value dialogue with our owners. During 2025, in addition to

regular investor updates on our financial results,

management engaged with shareholders across a broad

spectrum of topics, including strategy, governance,

executive compensation, and corporate responsibility. This

dialogue helps ensure our priorities remain aligned with

shareholder interests and best governance practices.

Shareholder Returns and Financial Stewardship

Our financial stewardship is grounded in strategic capital

*This letter contains non-GAAP measures. A reconciliation of these non-

GAAP financial measures to their nearest GAAP comparable financial

measure is included in the Annex.

allocation while maintaining disciplined growth, a strong

investment-grade balance sheet, and returning capital to

shareholders. In 2025, we:

•Generated total revenues of $17.9 billion, representing

approximately 8.8% growth from 2024;

•Generated $6.5 billion of operating cash flow while

investing for growth and maintaining our assets to the

highest standards;

•Ended the year with solid investment grade balance

sheet and strong liquidity ($7.2 billion as of December

31, 2025); and

•Returned approximately $2 billion to shareholders

through dividends and share repurchases.

These milestones, along with our continued improvement

in cash flows, demonstrate our commitment to financial

strength and position us well for the future.

Our People and Culture

Every great vacation begins with our people. The

dedication, hospitality, and “above and beyond” service

delivered by our crew and shoreside teams are the

foundation of our success and culture. In recognition of

their efforts, Royal Caribbean Group was named to

Fortune's 2026 'World’s Most Admired Companies' list and

to Forbes’ '2026 Best American Companies' list. We are

proud of these recognitions because they reflect the

culture, strategy, and innovation that our teams bring to life

every day.

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

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 look ahead, our momentum is strong and our path

is clear. Powered by innovative brands, best-in-class

ships, advanced technology, anindustry-leading vacation

ecosystem, and the best people, we’re making it easier to

vacation with Royal Caribbean Group - responsibly and at

scale.

Thank you for your continued support; the best is still ahead.

Sincerely,

JASON T. LIBERTY

Chairman and Chief Executive Officer

Royal Caribbean Group

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2025 Performance Highlights

Key 2025 Successes

Strong Demand Driving Strong Results*

8.5%

Growth in Gross

Margin Yields

vs 2024

3.7%

Growth in Net Yields

vs 2024 in Constant

Currency

$17.9

Billion

Total revenues,

Approx 8.8% Growth

versus 2024

$4.3

Billion

Net Income

$4.3

Billion

Adjusted Net Income

$15.61

Earnings Per share

(EPS)

$7

Billion

Adjusted

EBITDA

110%

Load Factor

9.4 Million

Vacations Delivered

with High Guest

Satisfaction Scores

$15.64

Long-Term Growth

3 new ships launched

Strong pipeline of 10 new ocean ships

to be delivered 2026-2032, including our

partner brands

Expanding portfolio of private destinations

from 3 to 8 by 2028

Launching river cruising in 2027 with

Celebrity River Cruises

Removing friction, enabling a guest-centric

vacation experience

Leveraging data and AI to deepen

relationships with customers

Expanding cross-brand loyalty

Strong Investment Grade Balance Sheet and Shareholder Returns

Generated nearly

$6.5 Billion

of operating cash flow

Returned

$2 Billion

to shareholders through dividends and

share repurchases

Ended the year with

leverage well below 3 x,

consistent with our goal

of solid investment-

grade credit metrics

Delivering the Best Vacations Responsibly

By year-end 2025,50% of

ships in our fleet are shore

power capable, with

additional retrofits underway.

All newbuild deliveries are

shore power ready.

Launched RCG University

(RCGU), a platform that delivers

high‑impact training, leadership

development, and continuous

growth opportunities for employees

across all roles

Reinforced strong local

partnerships to support

communities, including in

Jamaica during Hurricane

Melissa through the donation

of emergency supplies and

financial aid

Launched Celebrity Xcel, the

cruise industry’s first ship

designed and built for

methanol operation

*This section contains non-GAAP measures. A reconciliation of these non-GAAP financial measures to their nearest GAAP comparable financial measure is included in the Annex.

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Notice of Annual Meeting

of Shareholders

DATE and TIME

May 28, 2026

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 9, 2026

are entitled to notice of and to

vote at the Annual Meeting or

any adjournment thereof.

Items of Business

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 17,2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDER MEETING TO BE HELD ONMAY 28, 2026

On or about April 17,2026, we mailed a Notice of Internet Availability of Proxy Materials containing

instructions on how to access our proxy statement and 2025 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 2025 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.

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.