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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): September 23, 2025 (September
22, 2025)
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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
September 22, 2025, Royal Caribbean Cruises Ltd. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley
& Co. LLC, as representatives of the several underwriters named in Exhibit A thereto, relating
to the issuance and sale by the Company of $1,500,000,000 aggregate principal amount of the Company’s 5.375% Senior Notes due 2036
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 October 1, 2025, 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 expects to use the
net proceeds from the Offering to finance the upcoming delivery of Celebrity Xcel in lieu of utilizing its existing committed export
credit agency facility and, with the remaining net proceeds, to redeem, refinance or otherwise repurchase existing indebtedness, including
amounts outstanding under its revolving credit facilities.
| 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 September 22, 2025, among Royal Caribbean
Cruises Ltd. and BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. 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: September 23, 2025 |
By: |
/s/ Naftali Holtz |
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Name: |
Naftali Holtz |
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Title: |
Chief Financial Officer |
