false
0000884887
0000884887
2026-02-10
2026-02-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
February 10, 2026
| |
ROYAL CARIBBEAN CRUISES LTD.
|
|
| |
(Exact Name of Registrant as Specified in Charter) |
|
| |
|
|
| |
Republic of Liberia
|
|
| |
(State or Other Jurisdiction of Incorporation) |
|
| 1-11884 |
|
98-0081645 |
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
| |
|
|
|
|
1050
Caribbean Way, Miami, Florida |
|
33132 |
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrant's telephone number, including area code: 305-539-6000
| |
Not
Applicable |
|
| |
(Former Name or Former Address, if Changed Since Last Report) |
|
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name
of each exchange on which registered |
| Common stock, par value $0.01 per share |
RCL |
New York Stock Exchange |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers. |
On
February 10, 2026, the Board of Directors (the “Board”) of Royal Caribbean Cruises Ltd. (the “Company”) appointed
Christopher Wiernicki as a director of the Company.
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.
Mr. Wiernicki will receive compensation for his board service consistent
with the compensation of other non-management directors as described in the Company’s definitive proxy statement on Schedule 14A
for the 2025 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 18, 2025.
| Item 7.01 |
Regulation FD Disclosure. |
On February 17, 2026, the Company issued a press release regarding
Mr. Wiernicki’s appointment to the Board, a copy of which is furnished herewith as Exhibit 99.1.
| Item
9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit 99.1 - Press release dated February 17, 2026.
Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ROYAL CARIBBEAN CRUISES LTD. |
| |
|
| Date: February 17, 2026 |
By: |
/s/ R. Alexander Lake |
| |
Name: |
R. Alexander Lake |
| |
Title: |
Chief Legal Officer & Secretary |
Exhibit 99.1
Royal Caribbean
Group Appoints Christopher J. Wiernicki to
Board of Directors
MIAMI (Feb.
17, 2026) – Royal Caribbean Group (NYSE: RCL) today announced the appointment of Christopher J. Wiernicki, former Chairman
& CEO, American Bureau of Shipping (ABS), to its Board of Directors, effective immediately.
Wiernicki brings
more than four decades of commercial, government and international experience in marine and offshore design, along with operations, infrastructure
and safety management, ports and bunkering, digitalization, cyber security, and clean energy transition expertise.
During his fourteen-year tenure at the helm of ABS, a global leader in classification, certification, and verification, for marine and
offshore assets, Wiernicki led the global enterprise to the leading global market position in marine and offshore classification, expanded
the company into higher-value consulting and software services, and increased investment in digital platforms, advanced analytics, and
research and development.
“Chris’
disciplined approach to growth, innovation, and responsible operations will be highly valuable as we continue our evolution as a global
vacation leader,” said Jason Liberty, Chairman and CEO of Royal Caribbean Group. “In addition, his deep marine industry expertise
brings important perspective to our Board as we continue to scale responsibly.”
Prior to stepping down
from ABS, Wiernicki served as Chairman of the International Association of Classification Societies and held several senior roles at
ABS, including president and chief operating officer, chief technology officer, and president and chief operating officer of ABS Europe
Ltd.
He was elected to the U.S. National
Academy of Engineering in 2021 for his leadership in ship and offshore engineering and selected in 2022 to serve on the Marine Board
of the National Academies of Sciences, Engineering, and Medicine. He is a Fellow with the Society of Naval Architects and Marine Engineers
and has held senior advisory roles on the White House National Infrastructure Advisory Council and the U.S. Marine Transportation Board.
Wiernicki holds
a master’s in ocean engineering from Massachusetts Institute of Technology (MIT), a master’s in structural engineering from
George Washington University, and a Bachelor of Science in civil engineering from Vanderbilt University.
About Royal Caribbean Group
Royal
Caribbean Group is a leading global vacation company spanning cruise, exclusive destinations, and land-based vacation experiences. The
company operates 69 ships sailing to more than 1,000 destinations across all seven continents through its three wholly owned brands -Royal
Caribbean, Celebrity Cruises, and Silversea - and a 50% joint venture interest in TUI Cruises which operates the Mein Schiff and Hapag-Lloyd
brands.
The Group is expanding its portfolio of private destinations from three to eight by 2028 through its Perfect Day and Royal
Beach Club collections, and the company will enter river cruising in 2027 with Celebrity River Cruises. Powered by innovative brands,
advanced technology, and an industry-leading loyalty program, the company has built a connected vacation ecosystem, turning the vacation
of a lifetime into a lifetime of vacations.
Named to the Fortune World's Most Admired Companies 2026 and Forbes' 2026 Best American Companies lists, Royal Caribbean
Group is guided by its mission to deliver the best vacations responsibly. For more information, visit www.royalcaribbeangroup.com.