DEF 14A of Royal Caribbean Cruises LTD, Apr 17, 2026

DEF 14A of Royal Caribbean Cruises LTD

Filed Apr 17, 2026 · FY20250000884887-26-000017

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. Director Nominees*

    Director Nominees*

  3. Director Nominees*

    | Name and Primary Occupation | | | | Committee Membership | | | | | | | Age | Director Since | | | | | | | | | | AC | TCC | NGC | SESH | | | John F. Brock LEAD INDEPENDENT DIRECTOR Former Chairman and CEO, Coca-Cola European Partners | 77 | 2014 | | • | • | | | | Richard D. Fain INDEPENDENT Former CEO and Chairman, Royal Caribbean Group | 78 | 1981 | | | | • | | | Stephen R. Howe, Jr. INDEPENDENT Former U.S. Chairman and Managing Partner, Ernst and Young | 64 | 2018 | • | | • | | | | Michael O. Leavitt INDEPENDENT Chairman, Leavitt Equity Partners and Intermountain Health | 75 | 2022 | | | | • | | | Jason T. Liberty Chairman and CEO, Royal Caribbean Group | 50 | 2021 | | | | | | | Amy McPherson INDEPENDENT Former President and Managing Director, Europe, Marriott | 64 | 2020 | | • | • | | | | Maritza G. Montiel INDEPENDENT Former Deputy CEO and Vice Chairman, Deloitte | 74 | 2015 | • | • | | | | | Eyal M. Ofer INDEPENDENT Chairman, Ofer Global and Zodiac Group | 75 | 1995 | | | • | • | | | Vagn O. Sørensen INDEPENDENT Former President and CEO, Austrian Airlines Group | 66 | 2011 | • | • | | | | | Donald Thompson INDEPENDENT Former President and CEO, McDonald’s Corporation | 63 | 2015 | | • | | • | | | Christopher Wiernicki INDEPENDENT Former Chairman and CEO of The American Bureau of Shipping | 67 | 2026 | | | | | | | Arne Alexander Wilhelmsen INDEPENDENT Chairman, AWILHELMSEN AS | 60 | 2003 | | | • | • |

  4. Director Nominees*

    AC Audit Committee NGC Nominating and Corporate Governance Committee SESH Safety, Environment, Sustainability and Health Committee TCC Talent and Compensation Committee Chair Member *Ms. Ann Moore and Ms. Rebecca Yeung are not standing for re-election and their terms on the Board will expire as of the date of the Annual Meeting.

  5. Director Nominees*

    | 2 | 2026 Proxy Statement | |

  6. Director Nominees*

    | PROXY SUMMARY | TABLE OF CONTENTS |

  7. Election of Directors

    Election of Directors Our Board currently has 14 members. Ms. Moore and Ms. Yeung are not standing for re-election and their terms on the Board will expire as of the date of the Annual Meeting. The Board expresses its sincere appreciation for their dedicated services. Our Bylaws provide that the Board of Directors shall consist of between ten and fifteen directors. Concurrently with the Annual Meeting, the Board has set the current size of the Board to 12 directors. On the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated each of our twelve remaining directors for re-election to hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified. Each candidate has consented to being named in this proxy statement and serving as a director, if elected. However, if any nominee is not able to serve, the Board can either nominate a different person or reduce the size of the Board. If the Board nominates another individual, the persons named as proxies may vote for that nominee.

  8. The Board unanimously recommends that shareholders vote “FOR” the election

    The Board unanimously recommends that shareholders vote “FOR” the election of each of the nominees for director named below.

  9. Our Director Nominees

    Our Director Nominees Our Board is made up of a diverse group of leaders with substantial experience in their respective fields. Our director nominees hold, and have held, senior positions as leaders of various large and complex businesses and organizations and in government, demonstrating their ability to develop and execute significant policy and operational objectives at the highest levels. Our nominees include current and former chief executive officers, chief financial officers, chief operating officers and other members of senior management of large, global businesses. Through these roles, our nominees have developed expertise in, among other things, core business strategy, operations, finance, human capital management and leadership development, compliance, controls and risk management, as well as the skills to respond to rapidly evolving business environments and to foster innovation and business transformation. Additionally, our nominees’ experience serving in government and on other boards brings valuable knowledge and expertise, including in the areas of public policy, governance, succession planning, financial reporting and regulatory compliance. Our Board believes that the combination of the various skills, qualifications and experiences of the director nominees contributes to an effective and well-functioning Board and that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight and strategic guidance.

  10. Our Director Nominees

    | | 2026 Proxy Statement | 7 |

  11. Our Director Nominees

    | TABLE OF CONTENTS | OUR DIRECTOR NOMINEES |

  12. Our Director Nominees

    We have included below detailed biographical information for each director nominee, including career highlights, other public directorships and select professional and community contributions, along with the top qualifications, experience, skills and expertise we believe each director brings to our Board. Our Board considered all of these attributes when deciding to nominate these individuals to the Board. John F. Brock BACKGROUND: Mr. Brock retired as Chief Executive Officer of Coca Cola European Partners in December 2016, having served in that role since the formation of that company in May 2016. Prior to that, Mr. Brock served as Chairman and Chief Executive Officer of Coca Cola Enterprises Inc. since April 2008 and as Chief Executive Officer since April 2006. From February 2003 until December 2005, Mr. Brock was Chief Executive Officer of InBev, S.A., a global brewer, and from March 1999 until December 2002, he was Chief Operating Officer of Cadbury Schweppes plc, an international beverage and confectionery company. From April 2007 to December 2007, Mr. Brock served as a director of Dow Jones & Company, Inc., a publisher and provider of global business and financial news. From 2004 to 2006, he served as a director of the Campbell Soup Company, a global manufacturer and marketer of branded convenience food products. From 2003 to 2005, he served as a director of Interbrew / Inbrew, a beer brewing company. He also served as a director of Reed Elsevier, a publisher, from 1997 to 2003. Mr. Brock is a Trustee of the Georgia Tech Foundation and a member of the Smithsonian National Board. Mr. Brock is a member of the Board of Directors of ApJet, LLC and thegameHERs, LLC and is Managing Director of Brock Holdings, LLC.

  13. Lead Independent

    Lead Independent

  14. Director

    Director Age: 77 Director Since: February 2014 Committees: •Nominating and Corporate Governance Committee (Chair) •Talent and Compensation Committee

  15. Other Public

    Other Public Company Boards: •None SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Brock brings senior leadership and strategic and global expertise from his most recent position as Chairman and Chief Executive Officer of one of the world’s largest independent Coca-Cola bottlers. Prior to his retirement, Mr. Brock demonstrated effective and efficient leadership of a complex, publicly traded company competing in the highly competitive international beverage industry. Richard D. Fain BACKGROUND: Mr. Fain served as Chairman and Chief Executive Officer of the Company from 1988 through January 2022 and continued as Chairman until November 2025. He has been a director of the Company since 1981 and continues to serve in that capacity. A recognized industry leader, Mr. Fain has participated in the shipping industry for over 50 years and has held numerous prominent leadership roles, including Chairman of the Cruise Lines International Association (CLIA), the largest cruise industry trade association. He is also the author of a best-selling book on developing a strong corporate culture based on his experience at the Company. Mr. Fain currently serves on the University of Miami Board of Trustees and the UHealth Board of Directors. He previously served as Chairman of the University of Miami Board of Trustees, the Miami Business Forum,the Greater Miami Convention and Visitors Bureau, the UHealth Board of Directors, and the United Way of Miami Dade. Age: 78 Director Since: January 1981 Committees: •Safety, Environment, Sustainability and Health Committee

  16. Other Public

    Other Public Company Boards: •None SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Fain’s breadth of experiences, tenure and leadership provide incomparable insights into the history, operations, and strategic vision of the Company as well as the evolution and direction of the cruise industry as a whole. Having served as Chairman & CEO for over 33 years, Mr. Fain helped grow the Company from a one brand Caribbean centric operation with berthing capacity of approximately 5,000 to the second largest cruise company in the world with a portfolio of global and regional brands that operate around the globe.

  17. Other Public

    | 8 | 2026 Proxy Statement | |

  18. Other Public

    | OUR DIRECTOR NOMINEES | TABLE OF CONTENTS |

  19. Other Public

    Stephen R. Howe, Jr. BACKGROUND: Mr. Howe served as U.S. Chairman and Managing Partner and Americas Area Managing Partner of Ernst & Young (“EY”) and was a member of EY’s Global Executive Board from 2006 until his retirement in 2018. In these roles, Mr. Howe directed strategy and operations for EY’s businesses of over 75,000 people delivering professional services across all industry sectors. While leading EY, Mr. Howe also was responsible for the firm’s board governance and regulatory relationships and was executive sponsor for the firm’s focus on diversity and inclusiveness. He was with EY for 37 years. Mr. Howe is also a member the Board of the Peterson Institute for International Economics and the Board of Trustees (Chairman) of the Liberty Science Center. Mr. Howe was previously a member of multiple boards including Colgate University, the Center for Audit Quality and the Financial Accounting Foundation. He currently serves as a member of the Board of Directors of Lazard Inc. Age: 64 Director Since: December 2018 Committees: •Audit Committee (Chair) •Nominating and Corporate Governance Committee

  20. Other Public

    Other Public Company Boards: •Lazard, Inc. (New York Stock Exchange) SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Howe brings to the Board considerable financial and leadership experience through his service as U.S. Chairman and Managing Partner and Americas Managing Partner of EY. He provides the board with meaningful insight gained from his strategic and operational experience and from his extensive board experience at EY, in interactions with EY clients, and as a member of other boards noted above. Michael O. Leavitt BACKGROUND: Gov. Leavitt has served as Chairman of Leavitt Equity Partners, a private equity fund, from 2009 to the present. He is also Chairman of Intermountain Health, a nonprofit healthcare system. Previously, he also served as the Chairman of Leavitt Partners, LLC, a health care consulting firm, from 2009 to 2021. He also served as the United States Secretary of Health and Human Services (2005 to 2009), the Administrator of the U.S. Environmental Protection Agency (2003 to 2009) and the Governor of the State of Utah (1993 to 2003). Age: 75 Director Since: February 2022 Committees: •Safety, Environment, Sustainability and Health Committee (Chair)

  21. Other Public

    Other Public Company Boards: •None SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Gov. Leavitt brings to our Board extensive management and leadership experience, including service as the Governor of Utah, a large state with a diverse body of constituents, and service in positions with the U.S. government, where he oversaw and advised on issues of national concern such as healthcare and environmental protection. These experiences were instrumental to his role as Co- Chair of the Healthy Sail Panel in developing recommendations for cruise lines to advance their public health response to COVID-19 and contributes to the Board’s oversight of these issues. Further, his experience at the EPA provides the Board with valuable insight in relation to the Company’s various environmental, social and governance initiatives.

  22. Other Public

    | | 2026 Proxy Statement | 9 |

  23. Other Public

    | TABLE OF CONTENTS | OUR DIRECTOR NOMINEES |

  24. Other Public

    Jason T. Liberty BACKGROUND: Mr. Liberty has served as Chairman and Chief Executive Officer of the Company since November 2025 and prior to that as President and Chief Executive Officer since January 2022. Mr. Liberty has held several roles since joining the Company in 2005. Most recently, Mr. Liberty served as Executive Vice President and Chief Financial Officer since 2017 and, prior to that, as Senior Vice President and Chief Financial Officer since 2013. Before his role as Chief Financial Officer, Mr. Liberty served as Senior Vice President, Strategy and Finance from 2012 through 2013; as Vice President of Corporate and Revenue Planning from 2010 through 2012; and as Vice President of Corporate and Strategic Planning from 2008 to 2010. Before joining Royal Caribbean Group, Mr. Liberty was a Senior Manager at the international public accounting firm of KPMG LLP. Mr. Liberty previously served on the board of WNS (Holdings) Ltd., a public company, from February 2020 until October 2025.

  25. Chairman of the Board

    Chairman of the Board Age: 50 Director Since: November 2021 Committees: •None

  26. Other Public

    Other Public Company Boards: •None SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Liberty has two decades of broad-based, diverse senior management experience at the Company, including service as Executive Vice President and Chief Financial Officer, where he was responsible for finance, strategy, shared service operations, legal, and technology matters, among other areas. His experience and industry knowledge make him a valuable member of our Board. Amy McPherson BACKGROUND: Ms. McPherson served in various positions at Marriott International, Inc. for over 30 years. Most recently, from 2009 through 2019, she served as President and Managing Director, Europe. Under her leadership, Marriott launched five new brands in Europe and completed the successful integration of Starwood Hotels in Europe. Since 2017, Ms. McPherson has served as a non-executive member of the board of directors of PVH Corporation and is a member of its Audit Committee and Chair of its Nominating & Governance Committee. In December 2023, Ms. McPherson was appointed as non- executive member of the board of directors for Merlin Entertainments Ltd and is a member of the Remuneration and Health, Safety & Security Committees. Age: 64 Director Since: December 2020 Committees: •Talent and Compensation Committee •Nominating and Corporate Governance Committee

  27. Other Public

    Other Public Company Boards: •PVH Corporation (New York Stock Exchange) SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Ms. McPherson brings to the board considerable experience in overseeing business operations and development in Europe, having overseen multiple brands of hotels for Marriott. She has overseen acquisitions and strategic partnerships and implemented and executed strategies on both a regional and global basis. In addition, Ms. McPherson has experience managing Marriott’s global and field sales, marketing, loyalty program, revenue management, e-commerce, worldwide reservation sales and customer care, and sales channel strategy and analysis.

  28. Other Public

    | 10 | 2026 Proxy Statement | |

  29. Other Public

    | OUR DIRECTOR NOMINEES | TABLE OF CONTENTS |

  30. Other Public

    Maritza G. Montiel BACKGROUND: Ms. Montiel served as Deputy Chief Executive Officer and Vice Chairman of Deloitte LLP from 2011 through her retirement in May 2014. Prior to these positions, she held numerous senior management roles at Deloitte, including Managing Partner (Leadership Development and Succession, Deloitte University) from 2009 to 2011, and Regional Managing Partner from 2001 to 2009. During Ms. Montiel’s tenure at Deloitte, she was the Advisory Partner for many public company registrants in addition to overseeing Deloitte’s risk function. Ms. Montiel is a board member of McCormick & Company and Versant Media Group Inc., where she chairs the respective audit committees. She also served as a member of the Board of Directors of Comcast Corporation from June 2018 to June 2024. Age: 74 Director Since: December 2015 Committees: •Audit Committee •Talent and Compensation Committee

  31. Other Public

    Other Public Company Boards: •McCormick & Company (New York Stock Exchange) •Versant Media Group Inc. (NASDAQ) SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Leveraging her more than 35 years of advising companies (including providing attestation services for public companies) across a wide cross section of industries, Ms. Montiel brings to the Board significant financial and advisory experience. The Board also benefits from her deep and broad working knowledge of the strategic and governance challenges faced by today’s large organizations and her experience overseeing risk and compliance in her role as Deputy CEO of Deloitte. Eyal M. Ofer BACKGROUND: Eyal Ofer has served as a director of the Company since May 1995. He is Chairman of his multi- generational family group, Ofer Global, leading a private portfolio of international businesses principally focused on maritime shipping, real estate, energy, technology, banking and large public investments. These include its shipping division, Zodiac Group, an international shipping enterprise operating one of the world's largest private diversified fleets, and its real estate arm, Global Holdings Group, a property holding conglomerate with over 12 million square feet of real estate, specializing in large-scale office buildings, hotels and luxury residential developments, as well as other investment and development assets. In 2017, Eyal Ofer launched O.G. Venture Partners, a single LP Venture Capital fund which has in excess of $2bn AUM. He also leads the group’s O.G. Energy division, which has interests including renewable energy projects focused on wind, solar and forestry, and is a global leader in the provision of FSO and FPSO units through Omni Offshore Terminals. Age: 75 Director Since: May 1995 Committees: •Safety, Environment, Sustainability and Health Committee •Nominating and Corporate Governance Committee

  32. Other Public

    Other Public Company Boards: •None SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Ofer brings to the Board over 40 years of significant leadership in the international maritime industry, including 30 years of service on our Board of Directors. Mr. Ofer also provides considerable expertise in both real estate and finance matters, having played a leading role throughout his career in both expanding and diversifying his family’s shipping enterprise into sectors including real estate, cruise lines, hotels, banking and technology.

  33. Other Public

    | | 2026 Proxy Statement | 11 |

  34. Other Public

    | TABLE OF CONTENTS | OUR DIRECTOR NOMINEES |

  35. Other Public

    Vagn O. Sørensen BACKGROUND: Mr. Sørensen brings to the Board over 20 years of experience in the aviation industry, having served as the President and Chief Executive Officer of Austrian Airlines Group from 2001 through 2006. Prior to that, he served in a variety of roles with Scandinavian Airlines Systems, including as Executive Vice President and Deputy CEO. He currently serves as a board member and chairman for a number of corporations throughout Europe and Canada, including Air Canada, Parques Reunidos SA, CNH Industrial and Vakantie Discounter. Mr. Sørensen also previously served on the board of Scandic Hotels AB, SSP Group and DFDS. Age: 66 Director Since: July 2011 Committees: •Audit Committee •Talent and Compensation Committee (Chair)

  36. Other Public

    Other Public Company Boards: •Air Canada (Toronto Stock Exchange) •CNH Industrial (New York Stock Exchange and Milan Stock Exchange) SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Sørensen’s breadth of experience in the aviation industry and the insurance industry brings useful insight to the Board, especially with respect to matters impacting the travel industry and risk management. He also provides significant experience within the shipping industry gained through his prior service as Deputy Chairman of DFDS A/S, one of the largest short seas operators in Europe. Through his service on a number of other boards in Europe and Canada, Mr. Sørensen also provides the Board with diverse perspectives. Donald Thompson BACKGROUND: Mr. Thompson currently serves as Chief Executive Officer of Cleveland Avenue, LLC, a food, beverage and technology investment company, which he founded in 2015. From 2012 to March 2015, Mr. Thompson served as President and Chief Executive Officer of McDonald’s Corporation. Previously, Mr. Thompson served as President and Chief Operating Officer of McDonald’s Corporation from 2010 to 2012 and President of McDonald’s USA from 2006 to 2010. Prior to joining McDonald’s, Mr. Thompson served six years as an Electrical Engineer for the Northrop Corporation, where he specialized in power supply design and manufacturing for high technology radar systems. Mr. Thompson served as director of McDonald’s Corporation from 2011 to March 2015, a director of Exelon Corporation from 2007 to 2013 and a director of Beyond Meat, Inc. from 2015 to May 2021. He also served as an Advisory Board member of DocuSign, Inc. from 2015 to 2018 and a Trustee of Purdue University from 2009 to 2022. Mr. Thompson has served as a director of Northern Trust Corporation since March 2015 and has been a member of the board of directors of Footprint International HoldCo Inc. since April 2021, and has served as chairman of the board since June 2021. He also serves on numerous civic and philanthropic boards. He is a member of the Commercial and Economic Clubs of Chicago, World Business Chicago and the Arthur M. Brazier Foundation. He serves as a director for Northwestern Memorial HealthCare and a Trustee on the board of the Cleveland Avenue Foundation for Education. He also serves as Chairman of Amistad Financial Services Group, a private financial services company, since December 2025. Age: 63 Director Since: May 2015 Committees: •Safety, Environment, Sustainability and Health Committee •Talent and Compensation Committee

  37. Other Public

    Other Public Company Boards: •Northern Trust Corporation (Nasdaq Global Select Market) SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Thompson brings to the Board significant strategic leadership and collaboration skills as well as valuable global business perspective. His 25-year career at McDonald’s, the world’s leading global food service retailer, culminated in him leading the company from 2012 through 2015. In his role as President & CEO of McDonald’s, Mr. Thompson directed strategy and operations for over 30,000 restaurants in over 100 countries, working closely with thousands of independent owner/operators, corporate staff and restaurant employees around the world.

  38. Other Public

    | 12 | 2026 Proxy Statement | |

  39. Other Public

    | OUR DIRECTOR NOMINEES | TABLE OF CONTENTS |

  40. Other Public

    Age: 67 Director Since: February 2026 Committees: •None

  41. Other Public

    Other Public Company Boards: •None Christopher Wiernicki BACKGROUND: Mr. Wiernicki served as Chairman and CEO of American Bureau of Shipping (ABS), a leading maritime classification society, from 2011 through 2025. Prior to that role, he held other senior positions at ABS, including president and chief operating officer and chief technology officer. Mr. Wiernicki is a recognized expert in the marine sector, member of the International Maritime Hall of Fame and recipient of numerous industry, government and academic accolades. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Wiernicki brings to the Board vast executive leadership experience in global maritime, technology, and energy businesses, including his tenure as Chairman and CEO of ABS. His deep expertise in engineering, safety, risk management, and technology‑driven transformation enables him to provide strong oversight of strategy, innovation, and enterprise risk. As a member of the Marine Board of the National Academies of Sciences, Engineering, and Medicine, and service through senior advisory roles on the White House National Infrastructure Advisory Council and the U.S. Marine Transportation Board, Mr. Wiernicki's background contributes additional perspective to complex operational, regulatory, and sustainability matters. Arne Alexander Wilhelmsen BACKGROUND: Mr. Wilhelmsen is Chairman of the board of directors of AWAS Holding AS, the holding company for the Awilhelmsen group, one of Norway’s largest family-owned investments companies. Mr. Wilhelmsen has been the Chairman of the board of directors since 2008 and was prior to this the Chief Executive Officer of the Awilhelmsen group from 2005 to 2008. From 1995 to 2005 Mr. Wilhelmsen held a variety of positions within the Awilhelmsen Group. From 2011 until its merger into the Awilhelmsen group in 2023, Mr. Wilhelmsen also served as Chairman of the Board of Aweco Invest AS, a family office with financial investments, philanthropy and social impact activities. Age: 60 Director Since: April 2003 Committees: •Safety, Environment, Sustainability and Health Committee •Nominating and Corporate Governance Committee

  42. Other Public

    Other Public Company Boards: •None SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: As the leader of an investment company with varied interests across a number of business segments, including cruise, software development for health services, insurance, real estate, retail, offshore wind, shipping and offshore oil service, Mr. Wilhelmsen brings a diverse knowledge base and strategic insight to the Board. As the representative of one of the Company’s largest shareholders and one of the Company’s original founders, Mr. Wilhelmsen also provides a valuable historical perspective to the Board.

  43. Other Public

    | | 2026 Proxy Statement | 13 |

  44. Other Public

    | TABLE OF CONTENTS | DIRECTOR SKILLS AND EXPERIENCE |

  45. Long-Term Growth

    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

  46. to both short-and long-term

    to both short-and long-term

  47. Implementation

    Implementation Total direct compensation levels should be competitive to attract, motivate and retain the highest quality executives. Our Talent and Compensation Committee seeks to establish target total direct compensation (salary, short-term incentive and long-term incentive) at appropriate levels relative to our Market Comparison Group, providing our executives the opportunity to be competitively rewarded for our financial and operational performance. Total direct compensation opportunity (i.e., maximum achievable compensation) should increase with position and responsibility. Performance-based and “at-risk” incentive compensation should constitute a substantial portion of total compensation. We seek to foster a pay-for-performance culture, with a significant portion of total direct compensation being performance-based and/or “at risk.” Executives with greater responsibilities and the ability to directly impact our strategic and operational goals and long-term results should bear a greater proportion of the risk if these goals and results are not achieved. Therefore, the more senior the executive, the greater the percentage of total compensation in the form of performance-based and/or “at risk” compensation. Long-term incentive compensation should align executives’ interests with our shareholders’ interests to further the creation of long-term shareholder value. We focus on ensuring that executive compensation includes a high portion of long-term performance-based equity compensation. Awards of equity-based compensation encourage executives to focus on our long-term growth and prospects and incentivize executives to manage our company from the perspective of owners with a meaningful stake and to encourage them to remain with us for long and productive careers. Our stock ownership guidelines further enhance the incentive to create long-term shareholder value. Equity-based compensation also subjects our executives to market risk, a risk also borne by our shareholders.

  48. Snapshot of 2025 Executive Compensation Actions

    Snapshot of 2025 Executive Compensation Actions •Adjusted EPS and Adjusted Brand Operating Income continue to account for 65% of company-wide and brand performance metrics, respectively, reflecting the continued focus on profitable growth. •Continued the use of corporate responsibility metrics as part of our corporate and brand KPIs. These metrics take into account performance with respect to our goals on carbon intensity, employee engagement, and certain safety, environmental, security and health metrics. Executive Bonus Plan Time-Based Restricted Stock Units •These awards vest in equal annual installments over a three-year period commencing on the first anniversary date of the grant. •Continued the use of Adjusted EPS and ROIC as financial metrics, aligned with the goals of our new "Perfecta" multi-year financial program aimed at sustaining superior performance with ambitious financial targets. •Continued the measurement period for PSU Awards to reflect one-year, two-year and three-year performance segments, with 50% of total payout tied to performance for the third segment. Performance targets for all three years are established at the time of grant. Performance-Based Restricted Shares

  49. COMPENSATION ELEMENTS

    | Equity Compensation | | Cash Compensation | | | Variable | | | Fixed | | Time-Based Restricted Stock Units | Performance-Based Restricted Shares | Performance-Based Annual Incentive | Base Salary | | Pay Elements (rounded) | | | | | Objective | | | | | •Multi-year vesting requirements align our executives’ interests with our shareholders and incentivize retention of our executive talent | •Structured to align with shareholder interests, reward the achievement of long-term goals and promote stability and corporate loyalty among the executives | •To focus executives on annual financial and operational performance •To reward executives for performance relative to our short-term goals and initiatives | •Provide a base level of income in line with expertise, experience, tenure, performance, potential and scope of responsibility | | Key Features | | | | | •Vest in equal annual installments over three-year period commencing on the first anniversary date of the grant •Increases, when appropriate, are provided based on market movements, scope of responsibilities, and merit | •Earned only if specified financial performance measures are met •Measures performance over three years, with annual performance segments that have 25%, 25% and 50% weighting •PSU Awards granted in 2025 will be earned based on Adjusted EPS, ROIC, and carbon intensity •PSU Awards granted in 2025 have potential payouts that range from 0% to 200% of target | •Earned based on company- wide and/or brand-specific (based on area of responsibility) financial and operational metrics and individual performance against previously established strategic goals, including, but not limited to, Adjusted EPS (corporate), adjusted brand operating income (if applicable), and certain corporate responsibility goals •For our President and CEO, payout is entirely based on corporate performance •For other NEOs, two-third is determined by corporate and, if applicable, brand performance, one-third based on individual performance •Payouts range from 0% to 200% based on achievement of results during the year | •Set annually based on market competitiveness and in-line with performance and contributions to the achievement of Company goals •Increases, when appropriate, are provided based on market movements, scope of responsibilities, and merit |

  50. PERFORMANCE-BASED ANNUAL INCENTIVE

    PERFORMANCE-BASED ANNUAL INCENTIVE Why we pay annual performance-based compensation. We believe that annual incentive programs focus executives on annual financial and operational performance enabling them to better manage the cyclical nature of our business and to reward executives for performance relative to our annual goals and initiatives. We pay our annual performance-based compensation pursuant to our Executive Short-Term Bonus Plan (the “Executive Bonus Plan”). The Executive Bonus Plan is designed to reward our executives for the achievement of RCG’s annual financial and/or strategic goals and to recognize individual contributions. For 2025, the Executive Bonus Plan represented approximately 14% of the CEO’s total target direct compensation and 21% for the other NEOs. How we determine annual target bonus. Each year, the Talent and Compensation Committee considers the responsibilities of each executive and the competitiveness of our target bonus opportunity compared to our Market Comparison Group. The Talent and Compensation Committee then sets the annual Executive Bonus Plan target for each NEO as a percentage of base salary. For 2025, the Talent and Compensation Committee approved an increase to the Executive Bonus Plan target for Mr. Holtz and Ms. Hodges Bethge. There were no changes to the target percentages for the other NEOs.

  51. PERFORMANCE-BASED ANNUAL INCENTIVE

    | Name | 2024 Bonus Target (% of base salary) | 2025 Bonus Target (% of base salary) | 2025 Target ($) | | Jason T. Liberty | 200 | 200 | 2,800,000 | | Naftali Holtz | 120 | 135 | 1,282,838 | | Michael W. Bayley | 145 | 145 | 1,677,650 | | Laura Hodges Bethge | 110 | 115 | 1,036,150 | | Harri U. Kulovaara(1) | 100 | 100 | 935,000 |

  52. PERFORMANCE-BASED ANNUAL INCENTIVE

    (1)Based on his unique and focused responsibilities, in addition to his bonus target, Mr. Kulovaara’s employment agreement provides that he is entitled to a bonus of $150,000 for each ship delivered during a fiscal year. During fiscal year 2025, the Company took delivery of three new ships. How we measure annual performance. For 2025, the Talent and Compensation Committee continued to evaluate annual performance based on: (1)company-wide performance as well as brand performance, depending on the NEO’s areas of responsibility; and (2)for NEOs other than the CEO, individual performance against previously established strategic objectives. Company-wide and brand performance is measured 65% based on financial measures (adjusted earnings per share for company-wide performance and adjusted brand-specific operating income for brand performance) and 35% based on a composite of financial, operational, and other key performance indicators (“KPIs”). In setting the goals for each metric, the Talent and Compensation Committee considered 2024 business results and the 2025 operating plan, which takes into account our anticipated performance, our growth and profitability objectives as well as the economic climate. The target goal for the company-wide financial performance metrics (Adjusted EPS, Net Yield, and Net Cruise Costs, excluding fuel) were set at a level consistent with the Company’s public guidance issued in January 2025, which represented challenging performance goals as compared to actual 2024 results. Actual award payouts are determined following the completion of the program year by measuring actual performance against each metric target goal.

  53. PERFORMANCE-BASED ANNUAL INCENTIVE

    | | 2026 Proxy Statement | 41 |

  54. PERFORMANCE-BASED ANNUAL INCENTIVE

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |

  55. PERFORMANCE-BASED ANNUAL INCENTIVE

    For 2025, the framework of the Executive Bonus Plan was as follows:

  56. PERFORMANCE-BASED ANNUAL INCENTIVE

    | | 2025 Executive Bonus Plan Framework | | | | Name | Company- Wide Performance (%) | Brand Performance (%) | Individual Performance Against Strategic Objectives (%) | | Jason T. Liberty | 100 | – | – | | Naftali Holtz | 66.7 | – | 33.3 | | Michael W. Bayley(1) | 33.4 | 33.3 | 33.3 | | Laura Hodges Bethge(2) | 33.4 | 33.3 | 33.3 | | Harri U. Kulovaara | 66.7 | – | 33.3 |

  57. PERFORMANCE-BASED ANNUAL INCENTIVE

    (1)Brand performance based on Royal Caribbean (2)Brand performance was based on Celebrity Cruises

  58. METRICS COMPRISING THE EXECUTIVE BONUS PLAN

    METRICS COMPRISING THE EXECUTIVE BONUS PLAN

  59. COMPANY-WIDE FINANCIAL METRIC

    | Metric | Weighting (%) | Payout as a % of Target | | | | | | | 2025 Actual Results ($) | | | | 0% ($) | 50% ($) | 90% ($) | 100% ($) | 110% ($) | 150% ($) | 200% ($) | | | Adjusted EPS | 65 | 13.49 | 14.03 | 14.35 | 14.50 | 14.65 | 14.97 | 15.52 | 15.64(1)(2) |

  60. COMPANY-WIDE FINANCIAL METRIC

    The Talent and Compensation Committee established performance levels for each metric at which executives could earn from a threshold of 0% up to a maximum of 200%, along with performance measures identified at 90%, 100%, 110%, and 150%. The Talent and Compensation Committee capped the maximum performance at 200% for both the company-wide and brand performance metrics and the individual performance metric. Achievement in between these performance levels would be calculated on a linear basis. In evaluating the company-wide performance under each the above KPIs: •With regard to our Financial KPIs, the Company outperformed the target on Net Cruise Costs, excluding fuel and Net Yield,resulting in a payout of 137% and 102% of target, respectively; •Our Non-Financial KPIs outperformed with an average at 170%, driven by particularly strong results in the carbon intensity (200%), guest satisfaction (176%), and employee engagement (175%) KPIs. Individual Performance. The individual performance component of our Executive Bonus Plan awards is intended to reward managerial decision-making, behavioral interaction, and overall contribution. As discussed above, individual performance represented 33.3% of the bonus opportunity for each of our NEOs except for Mr. Liberty, as his bonus was based 100% on corporate performance. None of the individual goals are material to understanding the Executive Bonus Program or how annual targets were determined for 2025. The Talent and Compensation Committee approves the final individual achievement and bonus payout for each of the other NEOs based on the CEO’s recommendation. The Talent and Compensation Committee considered each NEOs achievement of his or her individual goals and the Company's financial results and operational achievements during the year. In evaluating the performance of each NEO during 2025, the Talent and Compensation Committee considered the following Company achievements, among others: •2025 was an outstanding year defined by strong demand for company brands and vacation experiences, disciplined execution of company strategies, strong balance sheet management and robust financial performance; •Achieved meaningful net yield growth and improved cost efficiency, contributing to enhanced profitability; •Rolled out the "Perfecta" multi-year financial program aimed at sustaining superior performance with ambitious financial targets; •Expanded shareholder returns and capital structure actions, including through issuance of quarterly dividends and returning significant capital to investors through the share repurchase program; •Expanded the Company's fleet and vacation offerings, including the debut of new vessels like Star of the Seas and Celebrity Xcel, the announcement of new Discovery class ships, and the launch of Celebrity River Cruises; •Expanded the Company's exclusive destination portfolio, including opening of the Royal Beach Club Paradise Island and announcement of Royal Beach Club Santorini, which will help broaden land-based vacation experiences and anchor long- term guest engagement; and •Launched initiatives to enhance customer loyalty and global footprint, such as the new Points Choice loyalty program, which allows earnings and applying points across all three vacation brands.

  61. 2025 EXECUTIVE BONUS PLAN PAYOUTS

    2025 EXECUTIVE BONUS PLAN PAYOUTS Based on the above KPIs and financial performance results, the following table shows the 2025 Executive Bonus Plan payout as a percentage of target for each award component and the total payout amount.

  62. 2025 EXECUTIVE BONUS PLAN PAYOUTS

    | Name | Payout % per Component | | | Total Payout (% rounded) | 2025 Target ($) | Total 2025 Payout ($) | | | Corporate | Brand | Individual | | | | | Jason T. Liberty | 183.2 | — | — | 183.2 | 2,800,000 | 5,129,600 | | Naftali Holtz | 183.2 | — | 125 | 163.8 | 1,282,838 | 2,101,537 | | Michael W. Bayley | 183.2 | 110.9 | 130 | 141.4 | 1,677,650 | 2,372,340 | | Laura Hodges Bethge | 183.2 | 188.5 | 125 | 165.6 | 1,036,150 | 1,715,702 | | Harri U. Kulovaara | 183.2 | — | 125 | 163.8 | 935,000 | 1,531,711 |

  63. 2025 EXECUTIVE BONUS PLAN PAYOUTS

    In addition to his award under the Executive Bonus Plan, the Compensation Committee awarded Mr. Kulovaara a special performance bonus of $450,000 for the delivery of three new ships in 2025: Star of the Seas, Celebrity Xcel, and Mein Schiff Relax (through TUI Cruises, our 50% joint venture). This success also contributed to Mr. Kulovaara’s individual performance payout.

  64. LONG-TERM EQUITY INCENTIVE AWARDS

    LONG-TERM EQUITY INCENTIVE AWARDS Why we pay equity-based compensation. Our long-term incentive award program is the most significant element of our overall compensation program. During 2025, long-term incentive awards represented 79% of our CEO’s target total direct compensation and an average of 62% of target total direct compensation for our other NEOs. The Talent and Compensation Committee’s philosophy is that a majority of an executive’s compensation should be based directly upon the value of long-term incentive compensation in the form of time-based restricted stock units and performance-based restricted stock units so as to align with shareholder interests, reward the achievement of long-term goals and promote stability and corporate loyalty among the executives. The Talent and Compensation Committee believes that providing executives with the opportunities to acquire significant stakes in our growth and prosperity (through grants of equity-based compensation), while maintaining other components of our compensation program at competitive levels, will incentivize and reward executives for sound business management, develop a high-performance team environment, foster the accomplishment of short-term and long-term strategic and operational objectives and compensate executives for improvement in shareholder value, all of which are essential to our ongoing success. How equity-based compensation is determined. Annually, the Talent and Compensation Committee evaluates the appropriate form and mix of equity-based compensation that the Company will grant as part of its long-term incentive compensation and approves the dollar value of long-term equity awards that will be granted to each NEO. In the beginning of each year, the Talent and Compensation Committee determines the target equity award value (“LTI Value”) to be delivered to each NEO. In determining the appropriate long-term incentive award value, the Talent and Compensation Committee considers: •the compensation paid to comparable executives in the Market Comparison Group; •a review of each of the elements of total direct compensation; and •the NEO’s contribution to the overall results of the Company. To strike an appropriate balance between performance and retention incentives, we use a combination of time-based restricted stock units/shares, which we refer to as Time-Based RSUs, and performance-based restricted stock units/shares, which we refer to as PSUs. Time-Based Equity. To promote retention and align our executive’s interests with long-term stock appreciation, the Time- Based RSUs vest in equal annual installments over three-year period commencing on the first anniversary date of the grant. As Time-Based RSUs are inherently tied to the performance of our common stock, we consider a vesting schedule based on continued service appropriate to incentivize retention and performance. Performance-Based Equity. Each PSU is expressed as a target number of PSUs based upon the fair market value of our common stock on the grant date. Annually, the Talent and Compensation Committee approves (1) the metrics that will be used for the PSUs, (2) the weighting of each metric, and (3) a threshold, target and maximum performance level. The threshold, target and maximum performance levels are set based on prior year performance and our long-term growth targets.

  65. LONG-TERM EQUITY INCENTIVE AWARDS

    | | 2026 Proxy Statement | 45 |

  66. LONG-TERM EQUITY INCENTIVE AWARDS

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |

  67. 2025 EQUITY AWARDS

    2025 EQUITY AWARDS Ensuring that NEO compensation continues to motivate senior leadership to act consistent with long-term shareholder interests and fostering the retention of our senior leadership remain key priorities of our executive compensation program. Coming off another strong performance year, the Talent and Compensation Committee approved increases in LTI Values for all NEOs. The Committee increased Mr. Liberty's LTI values in recognition of his significant achievements and to improve market competitiveness of his total compensation. The Committee also increased LTI values for other NEOs in recognition of their contributions. For Mr. Holtz and Ms. Hodges Bethge, the Committee approved more significant increases to their LTI Values as part of a multi-year effort to position their total compensation at a more competitive level relative to market benchmarks, while maintaining a significant portion of pay in performance-based equity. Accordingly, the Talent and Compensation Committee approved the following target LTI values for each of our NEOs in 2025:

  68. 2025 EQUITY AWARDS

    | Name | 2024 LTI Value ($) | 2025 LTI Value ($) | Percentage Change (%) | | Jason T. Liberty | 13,000,000 | 15,800,000 | 21.5 | | Naftali Holtz | 3,100,000 | 4,000,000 | 29.0 | | Michael W. Bayley | 5,000,000 | 5,500,000 | 10.0 | | Laura Hodges Bethge | 2,000,000 | 3,200,000 | 60.0 | | Harri U. Kulovaara | 1,750,000 | 1,850,000 | 5.7 |

  69. 2025 EQUITY AWARDS

    As discussed above, the Talent and Compensation Committee then allocated the total LTI Value between Time-Based RSUs and PSUs. For the 2025 compensation program, we provided long-term incentive awards for NEOs allocated as set forth below, except for Mr. Kulovaara who received 40% RSUs and 60% PSUs. The Talent and Compensation Committee believes that the use of both Time-Based RSUs and PSUs is consistent with competitive market practice and that the allocation set forth below effectively and efficiently balances both performance and retention objectives.

  70. 2025 EQUITY AWARDS

    | 46 | 2026 Proxy Statement | |

  71. 2025 EQUITY AWARDS

    | COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |

  72. 2025-2027 PERFORMANCE-BASED EQUITY AWARDS

    2025-2027 PERFORMANCE-BASED EQUITY AWARDS For the PSU Awards granted in 2025 for the period ending December 2027, the Talent and Compensation Committee determined to keep the design and equity mix consistent with those implemented in fiscal year 2024, Management and the Talent and Compensation Committee believe Adjusted EPS and ROIC metrics (as described below) continue to be essential to successful execution of our strategic priorities. The performance ranges for each metric were set at target levels above 2024 results and reflecting year-over-year growth. Further, the Adjusted EPS and ROIC targets were designed to incentive achievement of our financial goals under the "Perfecta" program that was announced in March 2025.

  73. 2025-2027 PERFORMANCE-BASED EQUITY AWARDS

    | Metric | Weight | Description | | Adjusted Earnings per Share (Adjusted EPS) | 45% | Represents Adjusted EPS as reported by the Company in its Form 10-K for the relevant performance periods. Adjusted EPS is Adjusted Net Income (Loss) as reported by the Company in its Form 10-K for the relevant performance periods divided by weighted average shares outstanding or by diluted weighted average shares outstanding, as applicable. As reported, Adjusted Net Income (Loss) represents net income (loss) less net income attributable to noncontrolling interest and excludes certain items for which we believe adjusting for is meaningful when assessing our operating performance on a comparative basis. | | Return on Invested Capital (ROIC) | 45% | Represents Adjusted Operating Income (Loss) as reported by the Company in its Form 10-K for the relevant performance periods divided by Invested Capital. Adjusted Operating Income (Loss) represents operating income (loss) including income (loss) from equity investments and income taxes but excluding certain items for which we believe adjusting for is meaningful when assessing our operating performance on a comparative basis. Invested Capital represents the most recent five-quarter average of total debt (i.e., current portion of long-term debt plus long-term debt) plus total shareholders’ equity. | | Carbon Intensity | 10% | The carbon intensity metric represents Well-to-Wake (upstream + downstream) grams of carbon dioxide equivalent emissions divided by APCDs. This metric tracks our decarbonization efforts across the company. |

  74. DETERMINATION OF EARNED PSUs

    DETERMINATION OF EARNED PSUs Performance with regard to the metrics described above will be measured each year during the three-year performance period and combined at the end of using the following weighing:

  75. DETERMINATION OF EARNED PSUs

    | Year | Weighting (%) | | Year 1 - 2025 | 25 | | Year 2 - 2026 | 25 | | Year 3 - 2027 | 50 |

  76. DETERMINATION OF EARNED PSUs

    For the 2025 PSU awards for the performance period ending December 2027, the Talent and Compensation Committee continued utilizing a maximum payout of 200% that we transitioned to in fiscal year 2024, without any additional payout opportunity. Although the PSU Awards measure performance across three one-year periods, the targets for all three years are established up front at the time of grant to ensure a longer-term orientation. In addition, the mix of three annual performance goals with heavier weight attributed to the final year is intended to keep executives focused on consistent performance and growth throughout the duration of the three-year performance period. The aggregate payout level for the PSU grants made in 2025 will be determined by our Talent and Compensation Committee in early 2028.

  77. DETERMINATION OF EARNED PSUs

    | | 2026 Proxy Statement | 47 |

  78. DETERMINATION OF EARNED PSUs

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |

  79. PAYOUT UNDER 2023-2025 PERFORMANCE-BASED EQUITY AWARDS

    PAYOUT UNDER 2023-2025 PERFORMANCE-BASED EQUITY AWARDS The three-year performance period for the PSUs granted in 2023 ended on December 31, 2025, and the Talent and Compensation Committee assessed our performance in the first quarter of 2026. The number of shares that could be earned for the PSU Awards ranged from 0% to 300% of the target. This comprises two components: (i) performance during the three- year period (2023-2025) with a payout range of 0% to 200%; and (ii) an additional opportunity to earn up to 100% of target depending on whether one or more of the three financial performance metrics for 2025 achieved a payout of 200% as per the chart below. The additional opportunity was intended to serve as an incentive for management to achieve the financial targets of the "Trifecta" program announced in November 2022, which management believed were essential to successful execution of strategic priorities as the Company emerged from the impact of the Covid-19 shut-down. Performance was determined for each year during the performance period using the weighting set forth in the table below.

  80. PAYOUT UNDER 2023-2025 PERFORMANCE-BASED EQUITY AWARDS

    | Year | Weighting (%) | | Year 1 - 2023 | 25 | | Year 2 - 2024 | 25 | | Year 3 - 2025 | 50 |

  81. PAYOUT UNDER 2023-2025 PERFORMANCE-BASED EQUITY AWARDS

    The following tables summarizes performance of the financial metrics for such PSU Awards for each performance year:

  82. PAYOUT UNDER 2023-2025 PERFORMANCE-BASED EQUITY AWARDS

    | 2023 Financial Performance Metrics (1) | Weight (%) | Threshold | Target | Maximum | Actual Results | Payout (as a % of target) | | Adj. EBITDA per APCD | 30 | $70.00 | $79.00 | $86.00 | $96.85 | 200.0% | | Adj. EPS | 30 | $2.00 | $3.30 | $4.60 | $7.13 | 200.0% | | ROIC | 30 | 6.4% | 8.2% | 9.6% | 12.3% | 200.0% | | Carbon Intensity Reduction | 10 | 1.5% | 5.0% | 8.5% | 6.8% | 122.0% | | Overall payout | | | | | | 192.0% |

  83. PAYOUT UNDER 2023-2025 PERFORMANCE-BASED EQUITY AWARDS

    | 2024 Financial Performance Metrics (1) | Weight (%) | Threshold | Target | Maximum | Actual Results | Payout (as a % of target) | | Adj. EBITDA per APCD | 30 | $72.00 | $88.00 | $95.00 | $118.13 | 200.0% | | Adj. EPS | 30 | $3.01 | $5.97 | $7.30 | $11.80 | 200.0% | | ROIC | 30 | 7.4% | 10.2% | 11.5% | 16.1% | 200.0% | | Carbon Intensity Reduction | 10 | 3.0% | 6.0% | 9.0% | 10.7% | 200.0% | | Overall payout | | | | | | 200.0% |

  84. PAYOUT UNDER 2023-2025 PERFORMANCE-BASED EQUITY AWARDS

    | 2025 Financial Performance Metrics (1) | Weight (%) | Threshold | Target | Maximum | Actual Results | Payout (as a % of target) | | Adj. EBITDA per APCD | 30 | $75.00 | $93.00 | $103.00 | $131.87 | 200.0% | | Adj. EPS | 30 | $4.81 | $8.23 | $10.15 | $15.64 | 200.0% | | ROIC | 30 | 8.0% | 11.2% | 13.0% | 18.0% | 200.0% | | Carbon Intensity Reduction | 10 | 4.0% | 7.0% | 10.0% | 15.1% | 200.0% | | Overall payout | | | | | | 200.0% |

  85. PAYOUT UNDER 2023-2025 PERFORMANCE-BASED EQUITY AWARDS

    (1)Refer to Annex A for definitions of the financial metrics and reconciliations to comparable GAAP measures. In accordance with the terms of our Equity Incentive Plan, the Talent and Compensation Committee approved certain adjustments to financial metrics for the impact of increases in fuel prices and interest rates, potential dilution impact from outstanding convertible notes, and proactive refinancing actions, matters which are outside of the control of any NEO. However, these adjustments had no impact on the total payout percentage as the actual results for each financial metrics significantly outperformed expectations without regard to any of the permissible adjustments.

  86. PAYOUT UNDER 2023-2025 PERFORMANCE-BASED EQUITY AWARDS

    | 48 | 2026 Proxy Statement | |

  87. PAYOUT UNDER 2023-2025 PERFORMANCE-BASED EQUITY AWARDS

    | COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |

  88. PAYOUT UNDER 2023-2025 PERFORMANCE-BASED EQUITY AWARDS

    The Talent and Compensation Committee considered the strong financial and operational performance delivered by the Company during the performance period in evaluating compensation outcomes, including revenue and earnings growth and successful achievement of the objectives of the Trifecta financial program 18 months ahead of schedule by mid-2024. The Company generated approximately $17.9 billion in total revenues in 2025 and $4.3 billion in net income or $15.61 per share, while delivering adjusted net income of $4.3 billion or $15.64 per share, representing year-over-year earnings growth of more than 30%. In light of these results and the significant shareholder value created during the performance period, the Committee determined that meaningful equity payouts were appropriate to recognize the NEOs' roles in delivering on these financial commitments while reinforcing alignment between executive compensation and long-term interests of shareholders. As such, the Committee approved the additional 100% payout opportunity earned for each of the three performance years of the 2023-2025 performance period. The overall payout for 2023-2025 PSUs was 298% of target. The table below sets forth the final payout amounts for each NEO based on the achievements described above.

  89. PAYOUT UNDER 2023-2025 PERFORMANCE-BASED EQUITY AWARDS

    | Name | Target Shares (#) | Final Payout (%) | Shares Earned (#) | | Jason T. Liberty | 92,512 | 298 | 275,686 | | Naftali Holtz | 20,272 | 298 | 60,411 | | Michael W. Bayley | 56,312 | 298 | 167,810 | | Laura Hodges Bethge | 10,619 | 298 | 31,645 | | Harri U. Kulovaara | 14,400 | 298 | 42,912 |

  90. Compensation Consultant

    Compensation Consultant As provided for in its charter, the Talent and Compensation Committee has sole discretion to retain a compensation consultant and is directly responsible for the appointment, compensation and oversight for such consultant’s work. In 2025, the Talent and Compensation Committee continued to engage Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant to assist with the design and oversight of the Company’s executive compensation pay practices, including the following: •the composition of our Market Comparison Group; •assessment of compensation-related risk; •trends and developments in executive and director compensation design; •the overall compensation framework, including levels of pay and the mix of compensation elements; and •regulatory and governance developments affecting executive compensation. Meridian attended meetings of the Talent and Compensation Committee and had direct access to the Talent and Compensation Committee’s members during the period of its engagement in 2025. In addition, Meridian regularly conferred with our senior management and human resources department to collect, analyze and present data requested by the Talent and Compensation Committee. Meridian does not perform any other services for the Company other than its consulting services to the Talent and Compensation Committee. The Talent and Compensation Committee has reviewed the independence of Meridian in light of SEC rules and NYSE rules and has concluded that Meridian ’s work for the Talent and Compensation Committee during 2025 is independent.

  91. Compensation Consultant

    | 50 | 2026 Proxy Statement | |

  92. Compensation Consultant

    | COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |

  93. Market Comparison Group

    Market Comparison Group Our Market Comparison Group is an integral component of our annual compensation review — which begins in September and runs through February — and is used to help guide the Talent and Compensation Committee’s decisions regarding competitive pay levels and design architecture.

  94. HOW WE CHOOSE OUR MARKET COMPARISON GROUP

    HOW WE CHOOSE OUR MARKET COMPARISON GROUP In making its determinations for fiscal year 2025 compensation, the Talent and Compensation Committee considered publicly available information of a select group of peer companies to inform the pay levels and program structures for the NEOs. The list of companies that comprise our Market Comparison Group is reviewed annually in consultation with Meridian, our independent compensation consultant. The Talent and Compensation Committee evaluated the peer group using the following criteria: •Availability of public information — company is publicly-traded and compensation data is available in public filings •Relevant industry group — company is a direct cruise line competitor or falls under adjacent industries such as hospitality, hotels and motels, leisure time, resorts, casinos and gaming, and airlines industry categories •Equivalent revenue and market capitalization — company is within approximately 1/3 to three times our revenue and market capitalization •Similar business strategy and complexity — company is capital-intensive and consumer-focused •Global Footprint — company has significant operations outside of the United States, measured as a percentage of total revenues •Historical precedent — company included in the prior year’s Market Comparison Group Based on considerations of the factors above, Meridian recommended, and the Talent and Compensation Committee approved, the following Market Comparison Group to inform 2025 compensation decisions.

  95. HOW WE CHOOSE OUR MARKET COMPARISON GROUP

    | 2025 PEERS | | | | American Airlines Group Inc. | Domino's Pizza, Inc. | MGM Resorts International | | Booking Holdings Inc. | Expedia Group, Inc. | Norwegian Cruise Line Holdings Ltd. | | Caesars Entertainment, Inc. | Hilton Worldwide Holdings Inc. | Starbucks Corp. | | Carnival Corp. | Hyatt Hotels Corporation | United Airlines Holdings, Inc. | | Chipotle Mexican Grill, Inc. | Las Vegas Sands Corp. | Wynn Resorts, Ltd. | | Darden Restaurants, Inc. | Marriott International, Inc. | Yum! Brands, Inc. | | Delta Air Lines, Inc. | McDonald's Corporation | |

  96. HOW WE CHOOSE OUR MARKET COMPARISON GROUP

    | | 2026 Proxy Statement | 51 |

  97. HOW WE CHOOSE OUR MARKET COMPARISON GROUP

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |

  98. Amended and Restated Incentive Plan and

    Amended and Restated Incentive Plan and

  99. Executive Bonus Plan

    Executive Bonus Plan

  100. Royal Caribbean Cruises Ltd. Clawback Policy(1)

    Royal Caribbean Cruises Ltd. Clawback Policy(1) Clawback Trigger(s) (i) If there is a financial restatement due to a material non-compliance with financial reporting requirements; or (ii) with respect to PSU Awards, there is a high likelihood that an out-of-period adjustment to the Company’s financial statements covering the performance period would be deemed material because there is alleged misconduct associated with the adjustment. Restatement due to material noncompliance with financial reporting requirements under the securities laws as required by the Dodd-Frank Act and corresponding NYSE listing standards. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct in connection with the restatement. Compensation Covered PSU Awards and cash bonus PSU Awards and cash bonus Recoupment Amount An amount equal to the difference between the amount actually awarded based on the erroneous financial data and the amount of compensation that should have been awarded under the accounting restatement or the adjusted financial statements, as applicable, as determined by the Talent and Compensation Committee. Amount of compensation granted, vested or paid to a covered person during the performance period that exceeds the amount of compensation that would otherwise have been granted, vested or paid to the person had such amount been determined based on the applicable restatement. Look-Back Period For PSU Awards: Two-year period following the end of the applicable performance period for each award The three fiscal year period preceding the date in which the Company concludes or reasonably should have concluded a restatement is required (1)We filed the Clawback Policy as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  101. Equity Grant Practices

    Equity Grant Practices Timing of Equity Awards: The Talent and Compensation Committee generally grants annual equity awards to NEOs and other members of management at the first regularly scheduled Talent and Compensation Committee meeting of the calendar year, usually held in February. Equity awards may be granted outside of the annual grant cycle in connection with events such as hiring, promotion or extraordinary performance or as part of a special retention effort. We do not currently grant stock options to our employees. The Talent and Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025. Further, the Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. Vesting Into Retirement Policy: Certain of our executives may be eligible for accelerated or continued vesting of applicable long-term equity awards under our “Vesting Into Retirement” policy. In recognition that different motivations and considerations prevail for officers approaching retirement, awards granted to executives who are at least 62 years of age and who have been employed by RCG for at least 15 years are generally not subject to forfeiture upon termination of employment after the later of the first anniversary of the grant date and the first anniversary of the date that the officer meets both the age and service criteria. In order to maintain an alignment of interest with our shareholders, these awards continue to be subject to restrictions on transfer that will lift over the vesting schedule for the RSUs and PSUs awards.

  102. Equity Grant Practices

    | 52 | 2026 Proxy Statement | |

  103. Equity Grant Practices

    | COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |

  104. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table presents certain summary information for the fiscal years ended December 31, 2023, 2024 and 2025 concerning compensation earned for services rendered in all capacities by our NEOs.

  105. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary / Fees ($) | Stock Awards(1)(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Jason T. Liberty President and Chief Executive Officer | 2025 | 1,396,154 | 15,800,057 | 5,129,600 | 1,653,002 | 23,978,813 | | | 2024 | 1,342,308 | 12,999,935 | 4,911,300 | 244,278 | 19,497,820 | | | 2023 | 1,246,986 | 11,500,037 | 4,280,000 | 189,252 | 17,216,275 | | Naftali Holtz Chief Financial Officer | 2025 | 946,769 | 3,999,874 | 2,101,537 | 66,028 | 7,114,208 | | | 2024 | 896,923 | 3,099,991 | 1,823,908 | 57,081 | 5,877,903 | | | 2023 | 792,466 | 2,520,003 | 1,527,680 | 45,283 | 4,885,432 | | Michael W. Bayley President and CEO, Royal Caribbean | 2025 | 1,154,385 | 5,499,924 | 2,372,340 | 407,578 | 9,434,227 | | | 2024 | 1,120,077 | 4,999,919 | 2,733,685 | 156,373 | 9,010,054 | | | 2023 | 1,082,890 | 7,000,026 | 2,585,374 | 141,325 | 10,809,615 | | Laura Hodges Bethge President, Celebrity Cruises | 2025 | 893,462 | 3,200,054 | 1,715,702 | 142,991 | 5,952,209 | | | 2024 | 798,923 | 1,999,943 | 1,438,181 | 102,167 | 4,339,215 | | | 2023 | 724,104 | 1,487,832 | 1,043,750 | 90,971 | 3,346,657 | | Harri U. Kulovaara EVP, Maritime | 2025 | 932,846 | 1,850,164 | 1,981,711 | 142,924 | 4,907,645 | | | 2024 | 904,923 | 1,749,966 | 1,958,180 | 134,584 | 4,747,653 | | | 2023 | 878,222 | 1,790,040 | 1,865,040 | 126,294 | 4,659,596 |

  106. SUMMARY COMPENSATION TABLE

    (1)The amounts in this column reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. Consequently, the amount reported in this column represents the fair value of the award at the service inception date (i.e., the date the Talent and Compensation Committee authorized the award) based upon the probable outcome of the performance conditions. See Note 11 of the consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2025, regarding assumptions underlying the valuation of each of these types of awards. (2)Amounts for 2025 include the grant date fair value of both the time-based awards and performance-based annual equity awards granted to each NEO in February 2025. The values on the service inception date of the performance-based awards granted to the NEOs as part of the February 2025 annual equity awards (assuming that the highest level of performance conditions will be achieved (i.e., 200%)) are the following: Mr. Liberty – $20,540,049; Mr. Holtz –$5,199,863; Mr. Bayley – $7,150,004; Ms. Bethge – $4,160,199; and Mr. Kulovaara – $2,220,094. (3)Represents amounts earned pursuant to the annual Executive Bonus Plan. We make payments under our annual Executive Bonus Plan in the first quarter following the fiscal year in which they were earned. In addition to the amounts earned under the Executive Bonus Plan, Mr. Kulovaara is entitled to receive a bonus of $150,000 per ship delivered during the year. During 2025, RCG took delivery of three ships and Mr. Kulovaara received a ship delivery bonus of $450,000, in addition to the $1,531,711 he earned under the Executive Bonus Plan for 2025. (4)Please see the table below titled “2025 All Other Compensation” for an itemized disclosure of this element of compensation.

  107. SUMMARY COMPENSATION TABLE

    | 54 | 2026 Proxy Statement | |

  108. SUMMARY COMPENSATION TABLE

    | EXECUTIVE COMPENSATION TABLES | TABLE OF CONTENTS |

  109. Grants of Plan Based Awards in 2025

    Grants of Plan Based Awards in 2025 The following table provides information about cash (non-equity) and equity incentive compensation awarded to our NEOs in 2025, including (1) the range of possible cash payouts under our annual Executive Bonus Plan; (2) the grant date of equity awards; (3) the number of time-based and performance-based restricted stock units granted; and (4) the grant date fair value of the time-based and performance-based equity grants calculated in accordance with FASB ASC Topic 718. The time-based and performance-based equity awards were granted under the Company’s Amended and Restated 2008 Equity Incentive Plan and are discussed in greater detail in this proxy statement under the caption “Compensation Discussion and Analysis.”

  110. Grants of Plan Based Awards in 2025

    | Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Grant Date | Type of Awards | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stocks or Units (#) | Grant Date Fair Value of Stock Awards(4) ($) | | | Threshold ($) | Target ($) | Maximum ($) | | | Threshold (#) | Target (#) | Maximum (#) | | | | Jason T. Liberty | 0 | 2,800,000 | 5,600,000 | | | | | | – | – | | | | | | 2/12/25 | PSU(5) | – | 39,908 | 79,816 | -- | 10,270,024 | | | | | | 2/12/25 | RSU(6) | | -- | -- | 21,489 | 5,530,033 | | Naftali Holtz | 0 | 1,282,838 | 2,565,676 | | | | -- | -- | -- | -- | | | | | | 2/12/25 | PSU(5) | – | 10,103 | 20,206 | -- | 2,599,931 | | | | | | 2/12/25 | RSU(6) | | -- | -- | 5,440 | 1,399,943 | | Michael W. Bayley | 0 | 1,677,650 | 3,355,300 | | | | -- | -- | -- | -- | | | | | | 2/12/25 | PSA(5) | – | 13,892 | 27,784 | -- | 3,575,002 | | | | | | 2/12/25 | RSU(6) | | -- | -- | 7,480 | 1,924,922 | | Laura Hodges Bethge | 0 | 1,036,150 | 2,072,300 | | | | -- | -- | -- | -- | | | | | | 2/12/25 | PSU(5) | – | 8,083 | 16,166 | -- | 2,080,099 | | | | | | 2/12/25 | RSU(6) | | | | 4,352 | 1,119,955 | | Harri U. Kulovaara | 0 | 935,000 | 1,870,000 | | | | -- | -- | -- | -- | | | | 450,000(2) | | | | | -- | -- | -- | -- | | | | | | 2/12/25 | PSA(5) | – | 4,314 | 8,627 | -- | 1,110,047 | | | | | | 2/12/25 | RSU(6) | | -- | -- | 2,876 | 740,117 |

  111. Grants of Plan Based Awards in 2025

    (1)These values represent the threshold, target and maximum payouts under the Executive Bonus Plan. As discussed above, payouts under our Executive Bonus Plan range from 0% to 200% based on the company-wide and, if applicable, brand-specific performance level achieved and, except in the case of Mr. Liberty, the individual performance level achieved. For additional details on the final payout for each NEO, refer to “2025 Executive Bonus Plan Payouts” on page 44. (2)In addition to the amounts that may be earned pursuant to the Executive Bonus Plan, Mr. Kulovaara is eligible to receive an incentive payment equal to $150,000 for each ship delivered during the year. There were three ship deliveries for 2025. (3)These values represent the threshold, target and maximum number of shares that may be earned pursuant to the performance-based award for the relevant performance period. As discussed above, payout on the performance-based awards range from 0% to 200% based on the company-wide performance level achieved. For the annual performance-based awards granted in 2025, the PSUs or PSAs will vest based on the achievement of certain performance metrics as further described in the Compensation Discussion and Analysis, beginning on page 33. (4)Grant date fair value is calculated in accordance with FASB ASC Topic 718. With respect to the performance-based share awards, the amount reported in this column represents the fair value of the award at the service inception date (i.e., the date the Talent and Compensation Committee authorized the award) based upon the probable outcome of the performance conditions (i.e., target). See Note 11 of the consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2025, regarding assumptions underlying the valuation of each of these types of awards. (5)Represents annual performance-based awards granted on February 11, 2025, which will be earned based on RCG’s performance for the three-year period ending December 31, 2027. (6)Represents the annual time-based RSUs granted on February 11, 2025, which will vest, or for which the transfer restrictions will lapse, in three equal annual installments.

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  113. Grants of Plan Based Awards in 2025

    | EXECUTIVE COMPENSATION TABLES | TABLE OF CONTENTS |

  114. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table provides information concerning unvested restricted stock units and performance share awards for each NEO outstanding as of the end of the fiscal year ended December 31, 2025. Each award is shown separately for each NEO.

  115. Outstanding Equity Awards at 2025 Fiscal Year End

    | | | Stock Awards | | | | | | | | | Equity Incentive Plan Awards | | | Name | Equity Award Grant Date | # of Shares or Units of Stock That Have Not Vested (#) | Market value of Shares or Units of Stock That Have Not Vested(1) ($) | # of Unearned Shares/Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares/Units or Other Rights that Have Not Vested(1) ($) | | Jason T. Liberty | 2/9/2023 | | | 277,536(3) | 77,410,341 | | | 2/8/2024 | | | 128,992(4) | 35,978,449 | | | 2/12/2025 | | | 79,816(5) | 22,262,279 | | | 2/7/2022 | 8,772(2) | 2,446,686 | | | | | 2/9/2023 | 20,563(2) | 5,735,432 | | | | | 2/8/2024 | 28,666(2) | 7,995,521 | | | | | 2/12/2025 | 21,489(2) | 5,993,712 | | | | | | 79,490 | 22,171,351 | 486,344 | 135,651,068 | | Naftali Holtz | 2/9/2023 | | | 60,816(3) | 16,962,799 | | | 2/8/2024 | | | 30,760(4) | 8,579,579 | | | 2/12/2025 | | | 20,206(5) | 5,635,858 | | | 2/7/2022 | 1,754(2) | 489,226 | | | | | 2/9/2023 | 4,505(2) | 1,256,535 | | | | | 2/8/2024 | 6,836(2) | 1,906,697 | | | | | 2/12/2025 | 5,440(2) | 1,517,325 | | | | | | 18,535 | 5,169,782 | 111,782 | 31,178,235 | | Michael W. Bayley | 2/9/2023 | | | 168,936(3) | 47,119,629 | | | 2/8/2024 | | | 49,612(4) | 13,837,779 | | | 2/12/2025 | | | 27,784(5) | 7,749,513 | | | 2/12/2025 | 7,480(2) | 2,086,322 | | | | | | 7,480 | 2,086,322 | 246,332 | 68,706,921 | | Laura Hodges Bethge | 2/9/2023 | | | 31,857(3) | 8,885,554 | | | 2/8/2024 | | | 19,844(4) | 5,534,888 | | | 2/12/2025 | | | 16,166(5) | 4,509,021 | | | 2/7/2022 | 1,253(2) | 349,487 | | | | | 2/9/2023 | 2,361(2) | 658,530 | | | | | 6/1/2023 | 680(2) | 189,666 | | | | | 2/8/2024 | 4,410(2) | 1,230,037 | | | | | 2/12/2025 | 4,352(2) | 1,213,860 | | | | | | 13,056 | 3,641,580 | 67,867 | 18,929,464 |

  116. Outstanding Equity Awards at 2025 Fiscal Year End

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  117. Outstanding Equity Awards at 2025 Fiscal Year End

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION TABLES |

  118. Outstanding Equity Awards at 2025 Fiscal Year End

    | | | Stock Awards | | | | | | | | | Equity Incentive Plan Awards | | | Name | Equity Award Grant Date | # of Shares or Units of Stock That Have Not Vested (#) | Market value of Shares or Units of Stock That Have Not Vested(1) ($) | # of Unearned Shares/Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares/Units or Other Rights that Have Not Vested(1) ($) | | Harri U. Kulovaara | 2/9/2023 | | | 43,200(3) | 12,049,344 | | | 2/8/2024 | | | 17,364(4) | 4,843,167 | | | 2/12/2025 | | | 8,627(5) | 2,406,243 | | | 2/12/2025 | 2,876(2) | 802,174 | | | | | | 2,876 | 802,174 | 69,191 | 19,298,754 |

  119. Outstanding Equity Awards at 2025 Fiscal Year End

    (1)Calculated based on the closing stock price of $278.92 of the Company’s common stock on December 31, 2025. (2)Outstanding time-based RSUs granted in 2023, 2024, 2025 will vest in three equal annual installments commencing on the first anniversary of the award date. Time-based RSUs awarded to NEOs eligible under the “Vesting into Retirement” policy vest on the later of the first anniversary of the grant date and the first anniversary of the date the officer meets both the age and service criteria; however, these awards remain subject to restrictions on transfer that lapse over the same period during which the RSUs otherwise would have been scheduled to vest. (3)Represents the 2023 PSU Awards for the three-year period ending December 31, 2025, which were earned based on RCG's performance through December 31, 2025 and that vested on February 10, 2026 when the Talent and Compensation Committee determined the actual payout level. See Compensation Discussion and Analysis – “Payout under 2023-2025 Performance-Based Equity Awards" on page 47. (4)Represents the 2024 PSU Awards for the three-year period ending December 31, 2026 that, to the extent earned, will vest on the date in 2027 that the Talent and Compensation Committee sets the actual payout level for purposes of such grant. Reflects the maximum number of PSUs/PSAs that may be earned. For the 2024 PSU Awards, maximum payout is reflected at 200%. (5)Represents the 2025 PSU Awards for the three-year period ending December 31, 2027 that, to the extent earned, will vest on the date in 2028 that the Talent and Compensation Committee sets the actual payout level for purposes of such grant. Reflects the maximum number of PSUs/PSAs that may be earned. For the 2025 PSU Awards, maximum payout is reflected at 200%.

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  121. Outstanding Equity Awards at 2025 Fiscal Year End

    | EXECUTIVE COMPENSATION TABLES | TABLE OF CONTENTS |

  122. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table provides information for the NEOs on stock option exercises and the time-based RSUs and performance- based awards that vested during 2025, including the number of shares acquired upon exercise or vesting and the value realized, before payment of any applicable withholding tax and broker commissions.

  123. Option Exercises and Stock Vested in 2025

    | | Option Awards | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Number of Shares Acquired on Vesting(2) (#) | Value Realized on Vesting(3) ($) | | Jason T. Liberty | – | 119,365 | 31,040,639 | | Naftali Holtz | – | 24,758 | 6,448,044 | | Michael W. Bayley | – | 67,665 | 17,589,985 | | Laura Hodges Bethge | – | 17,497 | 4,536,927 | | Harri U. Kulovaara | – | 21,127 | 5,498,792 |

  124. Option Exercises and Stock Vested in 2025

    (1)These columns reflect RSUs, PSUs, and PSAs previously awarded to the named executive officers that vested during 2025. For those executives eligible to participate in the “Vesting into Retirement” policy on the grant date, the time-based RSUs and the PSAs vest on the first anniversary of the grant date; however, the restrictions on transfer or sale of the time-based RSUs only lapse on the anniversary dates of the grant date during the applicable vesting schedule, while the PSAs are only earned at the same time as the PSUs at the end of the relevant performance period when the Talent and Compensation Committee approves the payout level. For those that become eligible to participate in the “Vesting into Retirement” policy between the grant date and the vesting date, the time-based RSUs and the PSUs vest on the later of (i) the first anniversary of the grant date and (ii) the first anniversary of the date the officer meets both the age and service criteria; however, these awards remain subject to the same restrictions on transfer and the same criteria for being earned. (2)Of these amounts, shares were withheld by us to cover tax withholding obligations as follows: Mr. Liberty – 46,495 shares; Mr. Holtz – 9,250; Mr. Bayley – 26,147 shares; Ms. Bethge – 6,390 shares, and Mr. Kulovaara – 7,826 shares. (3)Calculated based on the average of the high and low sales price of the Company’s common stock on the applicable vesting dates.

  125. Option Exercises and Stock Vested in 2025

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  126. Option Exercises and Stock Vested in 2025

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION TABLES |

  127. Payments Upon Termination of Employment

    Payments Upon Termination of Employment The following table represents payments and benefits to which the current NEOs would be entitled upon termination of their employment in accordance with their employment agreements and our equity plans and agreements. Termination of employment is assumed to occur, for purposes of this table, on December 31, 2025. Entitlements upon termination of employment are governed by the NEOs’ employment agreements with the Company, which are described under the heading “Employment Agreements.” In addition, the treatment of outstanding equity awards, which are unvested as of the time of termination, are treated in accordance with the agreement and plan applicable to the particular award, as described below. We do not provide any cash payments in the event of a change of control absent an employment termination nor do we increase the amount of cash severance that would be due to a NEO in the event of his or her termination of employment in connection with a change of control.

  128. Payments Upon Termination of Employment

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  129. Payments Upon Termination of Employment

    | EXECUTIVE COMPENSATION TABLES | TABLE OF CONTENTS |

  130. Payments Upon Termination of Employment

    The table does not include amounts a NEO would be entitled to receive without regard to the circumstances of termination, such as accrued vested equity awards or accrued retirement benefits (if retirement eligible) and deferred compensation. Please see the “Outstanding Equity Awards at 2025 Fiscal Year-End” table for more information.

  131. Payments Upon Termination of Employment

    | | | Termination Type | | | | Name | Benefit | Death or Disability ($) | Termination w/o Cause or for Good Reason(2) ($) | “Change of Control w/ Termination” ($) | | Jason T. Liberty | Severance Payment | 2,800,000 | 2,800,000 | 2,800,000 | | | Settlement of Outstanding Annual Bonus Award | 5,600,000 | 5,600,000 | 5,600,000 | | | Settlement of Outstanding Equity Awards(1) | 77,095,162 | -- | 137,180,599 | | | Medical and Dental Benefits Continuation | -- | 36,678 | 36,678 | | | Outplacement Services | -- | 25,000 | 25,000 | | | Total | 85,495,162 | 8,461,678 | 145,642,277 | | Naftali Holtz | Severance Payment | -- | 1,900,500 | 1,900,500 | | | Settlement of Outstanding Annual Bonus Award | -- | 2,565,676 | 2,565,676 | | | Settlement of Outstanding Equity Awards(1) | 17,931,767 | -- | 31,272,109 | | | Medical and Dental Benefits Continuation | -- | 18,339 | 18,339 | | | Outplacement Services | -- | 25,000 | 25,000 | | | Total | 17,931,767 | 4,509,515 | 35,781,624 | | Michael W. Bayley | Severance Payment | 2,314,000 | 2,314,000 | 2,314,000 | | | Settlement of Outstanding Annual Bonus Award | 3,355,300 | 3,355,300 | 3,355,300 | | | Settlement of Outstanding Equity Awards(1) | 28,586,511 | -- | 63,144,911 | | | Medical and Dental Benefits Continuation | -- | 22,742 | 22,742 | | | Outplacement Services | -- | 25,000 | 25,000 | | | Total | 34,255,811 | 5,717,042 | 68,861,953 | | Laura Hodges Bethge | Severance Payment | -- | 1,802,000 | 1,802,000 | | | Settlement of Outstanding Annual Bonus Award | -- | 2,072,300 | 2,072,300 | | | Settlement of Outstanding Equity Awards(1) | 11,625,386 | -- | 18,873,574 | | | Medical and Dental Benefits Continuation | -- | 13,111 | 13,111 | | | Outplacement Services | -- | 25,000 | 25,000 | | | Total | 11,625,386 | 3,912,411 | 22,785,985 | | Harri U. Kulovaara | Severance Payment | 1,870,000 | 1,870,000 | 1,870,000 | | | Settlement of Outstanding Annual Bonus Award | 1,870,000 | 1,870,000 | 1,870,000 | | | Settlement of Outstanding Equity Awards(1) | 8,443,466 | -- | 17,606,825 | | | Medical and Dental Benefits Continuation | -- | 25,940 | 25,940 | | | Outplacement Services | -- | 25,000 | 25,000 | | | Total | 12,183,466 | 3,790,940 | 21,397,765 |

  132. Payments Upon Termination of Employment

    (1)The cost of Settlement of Outstanding Equity Awards, reflects the following based on the terms of the Plan and the relevant awards agreements: a.upon a termination due to death or disability, (i) all unvested time-based RSUs will immediately vest and (ii) all unearned performance-based awards will be earned at target and, to the extent not yet vested, immediately vest; and b.upon a termination of the executive’s employment by the Company without “cause” or by the executive for “good reason” within 18 months following a “change of control”, (i) all unvested time-based RSUs will immediately vest and (ii) all unearned performance-based awards will be earned based upon the Talent and Compensation Committee’s then best estimate of the shares that have been earned will be awardable at the end of the performance period, and, to the extent not yet vested, immediately vest. For purposes of the table above, we assumed that the Company would meet target for each of the performance-based awards. (2)Outstanding equity awards for each of Mr. Bayley and Mr. Kulovaara will continue to vest in accordance with their terms based on having met the age and service criteria under our Vesting into Retirement Policy.

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  134. Payments Upon Termination of Employment

    | TABLE OF CONTENTS | CEO PAY RATIO |

  135. CEO Pay Ratio

    CEO Pay Ratio In August 2015, pursuant to a mandate of the Dodd Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the Principal Executive Officer (“PEO”). Due to maritime requirements and the practical implications of employment on ships with worldwide operations, our shipboard employees receive certain benefits and accommodations that are not typically provided to shoreside employees including housing and meals while on the ship and medical care for any injuries or illnesses that occur while in the service of the ship. These benefits and accommodations are free of cost to each shipboard employee. Additionally, because our shipboard employees are away from home for extended periods of time while on the ship, they do not work for the entire year. Our shipboard employees also generally reside outside of the U.S., where the cost of living may be significantly lower than in the United States. We calculated median gross wages of our global employee population as of December 31, 2025 (excluding shipboard employees who were not assigned to any sailing during the year and thus did not receive any compensation) to identify our median employee. We did not annualize the pay for our employees when identifying our median. We determined that this person was a crew member whose total compensation for 2025, calculated consistent with Item 402(c) of Regulation, was $19,027. This figure includes shipboard pension and gratuities directly billed to our guests but excludes any cash gratuities paid directly to the employee by guests. Based upon this methodology and the CEO’s total compensation, as set forth in the Summary Compensation Table, we estimate the ratio of our CEO’s pay to the median employee’s pay is 1260 to 1.

  136. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the Company’s financial performance.

  137. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE The following table discloses information on “compensation actually paid” (CAP) to our principal executive officer (PEO) and (on average) to our other NEOs during the specified years alongside total shareholder return (TSR) and net income metrics, as well as a Company-selected measure of Adjusted EPS. The Company selected this measure as the most important in linking compensation actually paid to our NEOs for 2025 to Company performance, as Adjusted EPS was the predominant metric used in evaluating company-wide performance under our Executive Bonus Plan (65%) and comprised 45% of PSU awards granted to our NEOs in 2025 for the performance period ending December 2027, as described in more detail in the “Compensation Discussion and Analysis” beginning on page 33. The CAP amounts in the table below reflect a re-valuation of equity awards granted to our Principal Executive Officer(s) (PEOs) and other NEOs. SEC regulations instruct us to back out the grant date fair value of equity awards that is used in the Summary Compensation Table and replace it with values for unvested equity awards at each year end and change in fair value of shares that vested in the year. Accordingly, the CAP is an alternative way of calculating the value for executive equity awards that uses the stock price at year end for unvested grants and at vest dates for those that vest in the year, instead of the stock price at grant for only those awards newly granted in the year. For NEOs that have served for more than the current year, the CAP values are higher because they include values for all prior grants, not just the current year. The Summary Compensation Table already incorporates the value of the cash incentive paid for each year, so that performance-related compensation component is unchanged in the CAP amounts in the table. For 2025, the CAP to our PEO and average CAP to our other NEOs is significantly higher than the amounts shown in the Summary Compensation Table, primarily due to the significant increase in the price of our common stock after the applicable equity award grant dates. Accordingly, the value of our equity awards at vest and the value of unvested awards was higher than the value at grant shown in the Summary Compensation Table. Our stock price increased by 20.9% from year end 2024 to year end 2025.This stock price increase compares to an increase in the Company’s Adjusted EPS results of 32.5% during 2025. In addition, the Company's cumulative shareholder return in 2025 was 22.5%, which significantly outpaced the Dow Jones U.S. Travel and Leisure Index with 2025 TSR of 7.6%.

  138. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

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  139. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    | PAY VERSUS PERFORMANCE | TABLE OF CONTENTS |

  140. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    | | | | | | | | Value of initial fixed $100 investment based on: | | | | | Fiscal Year | SCT Total Compensation for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | SCT Total Compensation for Former PEO ($) | Compensation Actually Paid to Former PEO ($) | Average SCT Total Compensation for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Company TSR(4) ($) | Peer Group TSR(4) ($) | Net Income (5) ($M) | Adjusted EPS(6) ($) | | 2025 | 23,978,813 | 48,985,531 | n/a | n/a | 6,661,884 | 12,625,740 | 380.05 | 152.06 | 4,268 | 15.64 | | 2024 | 19,497,820 | 76,584,558 | n/a | n/a | 5,993,706 | 20,032,360 | 310.30 | 141.29 | 2,877 | 11.80 | | 2023 | 17,216,276 | 44,177,396 | n/a | n/a | 6,694,683 | 15,584,264 | 173.37 | 120.98 | 1,697 | 6.77 | | 2022 | 10,764,258 | 3,846,340 | 300,006 | (4,371,814) | 4,738,954 | 1,390,884 | 66.18 | 88.90 | (2,156) | (6.82) | | 2021 | – | – | 15,812,027 | 15,310,661 | 11,154,402 | 10,506,637 | 102.96 | 111.49 | (5,261) | (19.19) |

  141. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    (1)Reflects total compensation of our current CEO, Mr. Jason Liberty, as calculated in the Summary Compensation Table (SCT). (2)The dollar amounts shown in these columns reflect “compensation actually paid” to the NEOs calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to each officer’s total compensation for each year to determine CAP are shown in the table below. For Mr. Liberty, information is only included with respect to 2022 through 2025, the years in which he served as CEO.

  142. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    | | 2025 | | 2024 | | 2023 | | | | Current PEO ($) | Other NEOs ($) | Current PEO ($) | Other NEOs ($) | Current PEO ($) | Other NEOs ($) | | Total Reported in Summary Compensation Table (SCT) | 23,978,813 | 6,661,884 | 19,497,820 | 5,993,706 | 17,216,276 | 6,694,683 | | Deduct Change in Pension Value and NQDC Earnings Reported in SCT | – | – | – | – | | | | Add Pension Service Cost and Impact of Pension Plan Amendments | | – | – | – | – | – | | Deduct Value of Stock Awards Reported in SCT | (15,800,057) | (3,447,612) | (12,999,935) | (2,988,569) | (11,500,037) | (3,329,581) | | Add Year-End Fair Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 17,124,851 | 3,942,534 | 28,517,206 | 6,498,566 | 24,266,273 | 7,007,819 | | Add Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | 20,759,675 | 4,663,540 | 41,497,491 | 10,535,629 | 13,323,495 | 4,686,454 | | Add Change in Fair Value (from Prior Year- End) of Prior Year Awards that Vested in Year | 2,922,249 | 805,394 | 71,976 | (6,973) | 871,390 | 524,889 | | Add Fair Value of Awards Granted in Fiscal Year that Vested in the Same Fiscal Year | – | – | | | | | | Deduct Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | – | – | – | – | – | – | | Total Adjustments | 25,006,718 | 5,963,856 | 57,086,738 | 14,038,654 | 26,961,121 | 8,889,581 | | Compensation Actually Paid for Fiscal Year | 48,985,531 | 12,625,740 | 76,584,558 | 20,032,360 | 44,177,396 | 15,584,264 |

  143. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    | | 2026 Proxy Statement | 63 |

  144. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    | TABLE OF CONTENTS | PAY VERSUS PERFORMANCE |

  145. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    | | 2022 | | 2021 | | | | Current PEO ($) | Other NEOs ($) | Former PEO ($) | Other NEOs ($) | | Total Reported in Summary Compensation Table (SCT) | 10,764,258 | 4,738,954 | 15,812,027 | 11,154,402 | | Deduct Change in Pension Value and NQDC Earnings Reported in SCT | – | | (156,971) | (80,359) | | Add Pension Service Cost and Impact of Pension Plan Amendments | | – | – | – | | Deduct Value of Stock Awards Reported in SCT | (7,000,056) | (2,662,507) | (11,250,070) | (8,812,501) | | Add Year-End Fair Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 4,336,000 | 1,649,220 | 10,198,401 | 7,988,699 | | Add Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | (4,049,875) | (2,150,970) | 292,027 | 96,223 | | Add Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested in Year | (203,987) | (183,813) | – | – | | Add Fair Value of Awards Granted in Fiscal Year that Vested in the Same Fiscal Year | – | – | 415,247 | 160,173 | | Deduct Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | – | – | – | – | | Total Adjustments | (6,917,918) | (3,348,070) | (501,366) | (647,765) | | Compensation Actually Paid for Fiscal Year | 3,846,340 | 1,390,884 | 15,310,661 | 10,506,637 |

  146. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    (3)Reflects the average total compensation of our non-PEO NEOs, as calculated in the SCT for each of the years shown. Our non-PEO NEOs included in the table above are the following individuals: for 2025 and 2024: Naftali Holtz, Michael Bayley, Harri U. Kulovaara, and Laura Hodges Bethge; for for 2023: Naftali Holtz, Michael Bayley, Lisa Lutoff-Perlo, Harri U. Kulovaara, and Laura Hodges Bethge; for 2022: Naftali Holtz, Michael Bayley, Lisa Lutoff-Perlo, and Harri U. Kulovaara; for 2021: Jason Liberty, Michael W. Bayley, Lisa Lutoff- Perlo and Harri U. Kulovaara; (4)Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2020. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the Dow Jones U.S. Travel and Leisure Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Talent and Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 50. (5)Reflects after-tax net income (loss) attributable to shareholders prepared in accordance with GAAP for each of the years shown. (6)Adjusted Earnings (Loss) per Share is a non-GAAP financial measure that represents Adjusted Net Income (Loss) divided by weighted average shares outstanding or by diluted weighted average shares outstanding, as applicable. Adjusted Net Income (Loss) represents net income (loss) less net income attributable to noncontrolling interest, excluding certain items for which we believe adjusting for is meaningful when assessing our performance on a comparative basis. Refer to the Annex of this Proxy Statement.

  147. TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING

    TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING

  148. 2025 TO COMPANY PERFORMANCE

    | PAY VERSUS PERFORMANCE | TABLE OF CONTENTS |

  149. DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL

    DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL

  150. PERFORMANCE MEASURES

    | TABLE OF CONTENTS | PAY VERSUS PERFORMANCE |

  151. PERFORMANCE MEASURES

    | DIRECTOR COMPENSATION FOR 2025 | TABLE OF CONTENTS |

  152. Director Compensation for 2025

    Director Compensation for 2025 We pay annual cash retainers of $100,000 to our directors for their service on the Board. We also pay annual cash retainers for chairing and service on various Board committees. The amount of these retainers in 2025 for a full year of service was as follows:

  153. Director Compensation for 2025

    | Committee Role | Audit Committee ($) | Talent and Compensation Committee ($) | Nominating and Corporate Governance Committee ($) | Safety, Environment, Sustainability and Health Committee ($) | | Chairman | 35,000 | 25,000 | 20,000 | 20,000 | | Member | 20,000 | 12,000 | 10,000 | 10,000 |

  154. Director Compensation for 2025

    Directors do not earn fees for each meeting attended; however, they are reimbursed for their travel expenses and, occasionally, for those of an accompanying guest. Our Lead Director received a further annual cash retainer of $75,000 for 2025, prorated through May 28, 2025 when Mr. John Brock succeeded William Kimsey as Lead Director. In addition, Mr. Fain, our former Chairman of the Board, received an additional cash retainer of $225,000 prorated through November 3, 2025 when Mr. Liberty took on the role as Chairman Mr. Liberty does not receive any compensation for his Board service. In May 2025, each non-employee director received restricted stock units with a fair market value of $220,000 as of the grant date. These restricted stock units will vest in full after the earlier of (i) one year and (ii) the next annual meeting. Our stock ownership guidelines require directors to accumulate ownership of at least $500,000 of our common stock (which is five times their annual cash retainer for Board service), including the value of restricted stock and restricted stock units, within three years of becoming a director. If the value of their stock holdings falls below this amount, directors cannot sell shares of our common stock until the value once again exceeds the required amount. In addition, non-employee directors may not be granted awards with a dollar value, which together with cash compensation paid to such director for such calendar year, would exceed $750,000. In order to increase their knowledge and understanding of our business, we encourage our non-employee Board members and their families to experience our cruises. As a result, we have adopted a Non-Management Director Cruise Policy. Under this policy, with certain limited exceptions, a Board member is entitled to up to two complimentary staterooms on two cruises per year for the Board member and any immediate family accompanying the Board member on the cruise. Additional guests traveling with a Board member will receive a 20% discount off the lowest available fare for up to five staterooms, consistent with the benefit provided to other Company employees. These benefits are provided at no incremental cost to the Company. The CEO may grant exceptions to this policy at his discretion but did not do so in 2025.

  155. Director Compensation for 2025

    | | 2026 Proxy Statement | 67 |

  156. Director Compensation for 2025

    | TABLE OF CONTENTS | DIRECTOR COMPENSATION FOR 2025 |

  157. Director Compensation for 2025

    The table below summarizes the compensation of each person serving as a non-employee director in 2025.

  158. Director Compensation for 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | All Other Compensation(3) ($) | Total ($) | | John F. Brock(4) | 176,300 | 219,945 | – | 396,244 | | Richard D. Fain(5) | 292,636 | 219,945 | – | 512,580 | | Stephen R. Howe, Jr. | 145,000 | 219,945 | 11,260 | 376,205 | | William L. Kimsey(6) | 83,914 | — | – | 83,914 | | Michael O. Leavitt | 120,000 | 219,945 | – | 339,945 | | Amy McPherson(7) | 117,907 | 219,945 | – | 337,851 | | Maritza G. Montiel | 132,000 | 219,945 | – | 351,945 | | Ann S. Moore | 112,000 | 219,945 | – | 331,945 | | Eyal M. Ofer(8) | 90,000 | 219,945 | – | 309,945 | | Vagn O. Sørensen | 145,000 | 219,945 | – | 364,945 | | Donald Thompson | 122,000 | 219,945 | – | 341,945 | | Arne Alexander Wilhelmsen | 120,000 | 219,945 | – | 339,945 | | Rebecca Yeung | 127,817 | 219,945 | – | 347,762 |

  159. Director Compensation for 2025

    (1)The column titled “Stock Awards” reports the fair value of restricted stock unit awards at their grant date in 2025 calculated in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For the assumptions used in valuing these awards for purposes of computing this expense, please see Note 11 of the consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2025. (2)As of December 31, 2025, each non-employee director listed in the table held 870 unvested RSUs that vest one year following the grant date. (3)Represents travel expenses related to the attendance of such Director's spouse at a Board meeting where spouses were invited to attend. (4)Mr. Brock received a prorated cash retainer for his appointment as Lead Director. (5)Mr. Fain received a prorated cash retainer for his membership in the Safety, Environment, Sustainability and Health Committee and for his role as Chairman for a portion of the year. (6)Mr. Kimsey's term on the Board of Directors ended May 28, 2025 and he received a prorated cash retainer for service during 2025. (7)Ms. McPherson received a prorated cash retainer for her membership in the Nominating and Corporate Governance Committee. (8)Mr. Ofer waived $30,000 of his annual cash retainer corresponding to the fourth quarter of 2025.

  160. Director Compensation for 2025

    | 68 | 2026 Proxy Statement | |

  161. Director Compensation for 2025

    | PROPOSAL 3 | TABLE OF CONTENTS |