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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 27, 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 27, 2026, Royal
Caribbean Cruises Ltd. (the “Company”) completed its previously announced offering of $1,250,000,000 aggregate principal amount
of 4.750% Senior Notes due 2033 (the “2033 Notes”) and $1,250,000,000 aggregate principal amount of the Company’s 5.250%
Senior Notes due 2038 (the “2038 Notes” and, together with the 2033 Notes, the “Notes”), pursuant to an underwriting
agreement, dated as of February 12, 2026 (the “Underwriting Agreement”), among the Company and J.P. Morgan Securities LLC,
Morgan Stanley & Co. LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein.
The
Notes were issued by the Company pursuant to an indenture, dated as of July 31, 2006 (the “Base Indenture”), between
the Company and The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”), as supplemented by a Fifth Supplemental
Indenture, dated February 27, 2026, between the Company and the Trustee (the “Fifth Supplemental Indenture” and, together
with the Base Indenture, the “Indenture”). The Notes have been registered under the Securities Act of 1933, as amended,
by a shelf registration statement on Form S-3ASR (Registration No. 333-277554).
The Company received net proceeds
from the offering of approximately $2.471 billion (after deducting fees, commissions and expenses), which it intends to use to refinance
its senior notes maturing in 2026 and any remaining net proceeds to repay existing indebtedness, which may include term loans.
Interest on the 2033 Notes
accrues from February 27, 2026 at a rate of 4.750% per annum, and is payable semi-annually in arrears on May 15 and November 15 of each
year, beginning November 15, 2026. The 2033 Notes will mature on May 15, 2033, unless earlier redeemed or repurchased. Interest on the
2038 Notes accrues from February 27, 2026 at a rate of 5.250% per annum, and is payable semi-annually in arrears on February 27 and August
27 of each year, beginning August 27, 2026. The 2038 Notes will mature on February 27, 2038, unless earlier redeemed or repurchased.
Further
information concerning the Notes and related matters is set forth in the Company’s Prospectus Supplement dated February 12,
2026, which was filed with the Securities and Exchange Commission on February 13, 2026.
The preceding is a summary
of the terms of the Indenture, the 2033 Notes and the 2038 Notes, and is qualified in its entirety by reference to the Base Indenture,
the Fifth Supplemental Indenture, the form of the 2033 Notes and the form of the 2038 Notes, each of which is incorporated herein by reference
as though they were fully set forth herein. The Fifth Supplemental Indenture, the form of the 2033 Notes and the form of the 2038 Notes
are filed herewith as Exhibits 4.2, 4.3 and 4.4, respectively.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant. |
The information
set forth under Item 1.01 above is incorporated into this Item 2.03 by reference insofar as it relates to the creation of a direct financial
obligation.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
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Description |
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| 4.1 |
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Indenture, dated as of July 31, 2006, between
Royal Caribbean Cruises Ltd. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit
4.1 to our Registration Statement on Form S-3 (333-158161) filed with the Securities and Exchange Commission on March 23, 2009).
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| 4.2 |
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Fifth Supplemental Indenture, dated as of February
27, 2026, between Royal Caribbean Cruises Ltd. and The Bank of New York Mellon Trust Company, N.A., as trustee. |
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| 4.3 |
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Form of 4.750% Senior Notes due 2033 (included in Exhibit
4.2 hereto). |
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| 4.4 |
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Form of 5.250% Senior Notes due 2038 (included in Exhibit
4.2 hereto). |
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| 5.1 |
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Opinion of Watson Farley & Williams LLP. |
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| 5.2 |
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Opinion of Skadden, Arps, Slate, Meagher & Flom
LLP. |
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| 23.1 |
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Consent of Watson Farley & Williams LLP (included
in Exhibit 5.1 hereto). |
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| 23.2 |
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Consent of Skadden, Arps, Slate, Meagher & Flom
LLP (included in Exhibit 5.2 hereto). |
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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 27, 2026 |
By: |
/s/ Naftali Holtz |
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Name: |
Naftali Holtz |
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Title: |
Chief Financial Officer |
