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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 13, 2026 (February 12, 2026)
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ROYAL CARIBBEAN CRUISES LTD.
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(Exact Name of Registrant as Specified in Charter) |
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Republic of Liberia
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(State or Other Jurisdiction of Incorporation) |
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| 1-11884 |
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98-0081645 |
(Commission File Number)
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(IRS Employer Identification No.)
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1050 Caribbean Way,
Miami, Florida |
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33132 |
(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: 305-539-6000
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Not
Applicable |
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(Former Name or Former Address, if Changed Since Last Report) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name
of each exchange on which registered |
| Common stock, par value $0.01 per share |
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RCL |
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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 1.01 | Entry into a Material Definitive Agreement. |
On
February 12, 2026, Royal Caribbean Cruises Ltd. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and PNC Capital
Markets LLC, as representatives of the several underwriters named in Exhibit A thereto, relating to
the issuance and sale by the Company of $1,250,000,000 aggregate principal amount of the Company’s 4.750% Senior Notes due 2033
and $1,250,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2038 in an underwritten public offering (the
“Offering”) made pursuant to a registration statement and related prospectus supplement filed with the Securities and Exchange
Commission. The Offering is expected to close on February 27, 2026, subject to satisfaction of customary closing conditions.
The Underwriting
Agreement contains customary representations, covenants and indemnification provisions. The foregoing description of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement,
a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
The Company intends to use the net proceeds from
the Offering to refinance its senior notes maturing in 2026 and any remaining net proceeds to repay existing indebtedness, which may include
term loans.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
No. |
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Description |
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| 1.1 |
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Underwriting Agreement, dated February 12, 2026, among J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and PNC Capital Markets LLC, as representatives of the several underwriters listed in Exhibit A thereto. |
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| 104 |
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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.
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ROYAL CARIBBEAN CRUISES LTD. |
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| Date: February 13, 2026 |
By: |
/s/ Naftali Holtz |
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Name: |
Naftali Holtz |
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Title: |
Chief Financial Officer |
