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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): June 6, 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) |
| 1-11884 | 98-0081645 | |||
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(Commission File Number) |
(IRS Employer Identification No.) |
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1050 Caribbean Way, |
33132 | |||
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant's telephone number, including area code: 305-539-6000
Not Applicable |
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| (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 |
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| 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 8.01 | Other Events |
On June 6, 2025, Royal Caribbean Cruises Ltd. issued a press release announcing leadership transition plans for the Board of Directors.
A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release dated June 6, 2025 | |
| 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: June 6, 2025 | By: | /s/ Carrie Levine |
| Name: | Carrie Levine | |
| Title: | Assistant Secretary | |
Exhibit 99.1
ROYAL CARIBBEAN GROUP ANNOUNCES BOARD LEADERSHIP TRANSITION PLANS
MIAMI, June 6, 2025 /PRNewswire/ -- Royal Caribbean Group (NYSE: RCL) today announced that Richard Fain, Chair of the Board of Directors since 1988 and a visionary leader whose contributions helped shape the modern cruise industry, will be stepping down from his role as Chairman in Q4 2025. Fain will remain as a Director on the Board. Jason Liberty, Royal Caribbean Group President and CEO since January 3, 2022, was elected by the Board of Directors to succeed Fain as Chairman and CEO and will assume the role in Q4 2025.
Additionally, John Brock, a member of the Board of Directors since 2014 and current Chair of the Nominating and Corporate Governance Committee, has assumed the role of Independent Lead Director.
"Richard's leadership has been nothing short of transformative. Under his leadership, the Royal Caribbean Group has become the leading vacation company - with industry leading brands, ships, destinations and people," said Liberty. "I am honored and humbled to have been elected as Chairman and CEO and I look forward to continuing to create and deliver the ultimate vacation experience for our guests and delivering elevated long-term value for our shareholders. Fortunately, the company and I will continue to benefit from Richard's experience and mentorship in his continued role as a Director on our Board."
"It is time to hand the wheel to the next generation of exceptional talent at RCG, and I am very confident that under Jason's strong leadership, the Royal Caribbean Group will accelerate to even greater heights in the years ahead," noted Richard Fain.
"Looking ahead, John Brock brings invaluable experience from his time as Chairman and CEO of Coca-Cola Enterprises and CEO of InBev, and strong integrity that will support the company's ongoing growth and governance. I look forward to working with him in his new role, along with the rest of the Board, as we execute on our bold ambitions," Liberty added.
About Royal Caribbean Group
Royal Caribbean Group (NYSE: RCL) is a vacation industry leader with a global fleet of 67 ships across its five brands traveling to all seven continents. With a mission to deliver the best vacations responsibly, Royal Caribbean Group serves millions of guests each year through its portfolio of best-in-class brands, including Royal Caribbean, Celebrity Cruises, and Silversea; and an expanding portfolio of land-based vacation experiences through Perfect Day at CocoCay and Royal Beach Club collection. The company also owns a 50% joint venture interest in TUI Cruises, which operates partner brands Mein Schiff and Hapag-Lloyd Cruises. With a rich history of innovating, Royal Caribbean Group continually delivers exciting new products and guest experiences that help shape the future of leisure travel. Learn more at royalcaribbeangroup.com or rclinvestor.com.