Royal Caribbean Group announces pricing of $1.25 billion senior unsecured notes due 2033 and $1.25 billion senior unsecured notes due 2038

Rhea-AI Summary

Royal Caribbean (NYSE: RCL) priced a registered offering of $1.25 billion 4.750% notes due May 15, 2033 and $1.25 billion 5.250% notes due February 27, 2038. The Notes are expected to issue around Feb 27, 2026, subject to customary closing conditions.

The company intends to use net proceeds to refinance senior notes maturing in 2026 and to repay existing indebtedness, which may include term loans. J.P. Morgan, Morgan Stanley and PNC are lead managers.

Positive

• Raises $2.5 billion of long-term financing through two note tranches
• Proceeds earmarked to refinance 2026 maturities, reducing near-term rollover risk
• Fixed coupons (4.750% and 5.250%) lock interest cost for 2033 and 2038 maturities

Negative

• Adds $2.5 billion senior unsecured obligations maturing in 2033 and 2038
• Extends debt maturity profile, increasing long-term interest obligations through 2038

Key Figures

2033 notes size: $1.25 billion 2038 notes size: $1.25 billion 2033 coupon: 4.750% +5 more

8 metrics

2033 notes size $1.25 billion Aggregate principal amount of 4.750% senior unsecured notes due 2033

2038 notes size $1.25 billion Aggregate principal amount of 5.250% senior unsecured notes due 2038

2033 coupon 4.750% Cash interest rate on senior unsecured notes due 2033

2038 coupon 5.250% Cash interest rate on senior unsecured notes due 2038

2033 maturity May 15, 2033 Maturity date of 4.750% senior unsecured notes

2038 maturity February 27, 2038 Maturity date of 5.250% senior unsecured notes

2025 revenue $17,935 million Total revenue for year ended December 31, 2025 (424B5)

Total debt $21,345 million Total debt including finance leases as of December 31, 2025 (424B5)

Market Reality Check

Price: $332.80 Vol: Volume 2,021,461 is below...

normal vol

$332.80 Last Close

Volume Volume 2,021,461 is below the 20-day average of 2,634,578 ahead of this debt news. normal

Technical Shares at $332.80 trade above the 200-day MA of $296.29, about 9.2% below the 52-week high and 102.91% above the 52-week low.

Peers on Argus

RCL was down 3.9% while several travel peers like CCL (-2.19%), CUK (-2.44%), BK...

1 Up 1 Down

RCL was down 3.9% while several travel peers like CCL (-2.19%), CUK (-2.44%), BKNG (-2.77%) and TCOM (-2.75%) also traded lower, suggesting broader travel softness even though momentum scanner flags the move as stock-specific.

Historical Context

5 past events · Latest: Feb 10 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 10	Dividend increase	Positive	-3.9%	Board raised quarterly dividend to $1.50, highlighting strength and momentum.
Jan 29	Earnings and guidance	Positive	+18.6%	Reported strong 2025 results and issued upbeat 2026 Adjusted EPS guidance.
Jan 29	Fleet expansion	Positive	+18.6%	Announced 10 additional Celebrity river ships and expanded 2028 European program.
Jan 29	New ship orders	Positive	+18.6%	Committed to new Discovery Class ocean ships with debuts planned in 2029 and 2032.
Jan 22	Community initiative	Neutral	+2.8%	Launched Port Partners accelerator program supporting local entrepreneurs in Seward.

Pattern Detected

Recent major fundamental updates and expansion news generally aligned with strong positive price reactions, while the latest dividend hike coincided with a negative move.

Recent Company History

Over the last few weeks, Royal Caribbean has reported strong 2025 results with $17.9B revenue, $4.3B net income and $7.0B Adjusted EBITDA, and issued bullish 2026 EPS guidance, which aligned with an 18.65% move higher. Expansion announcements for Discovery Class ships and Celebrity River Cruises also coincided with that rally. A subsequent 50% dividend increase to $1.50 per share, however, saw the stock down 3.9%, showing not all shareholder-friendly actions have produced immediate gains as the company balances growth and capital returns.

Market Pulse Summary

This announcement details the pricing of two senior unsecured note tranches totaling $2.5 billion in...

Analysis

This announcement details the pricing of two senior unsecured note tranches totaling $2.5 billion in principal, with coupons of 4.750% and 5.250% and maturities in 2033 and 2038. The stated use of proceeds is to refinance 2026 senior notes and repay other debt, which interacts with an existing $21,345 million debt load and strong 2025 performance of $17,935 million revenue and $7,026 million Adjusted EBITDA. Investors may track execution on refinancing, future debt levels, and any updates to growth or dividend plans.

Key Terms

senior unsecured notes, registered public offering, prospectus supplement, Securities and Exchange Commission, +1 more

5 terms

senior unsecured notes financial

"it has priced a registered public offering of $1.25 billion aggregate principal amount of 4.750% senior unsecured notes"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

registered public offering financial

"today announced that it has priced a registered public offering of $1.25 billion aggregate principal amount"

A registered public offering is when a company files required documents with regulators to sell new shares or bonds to the general public, providing standardized financial and business information for transparency. For investors, it matters because it creates an opportunity to buy newly issued securities while often increasing market liquidity, but it can also dilute existing ownership and affect share price as supply and company funding needs change—think of a bakery baking extra loaves that can satisfy more customers but slightly reduces each owner's slice of the original batch.

prospectus supplement regulatory

"and the prospectus supplement that the Company has filed with the SEC for more complete information"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Securities and Exchange Commission regulatory

"that was filed by the Company with the Securities and Exchange Commission (the "SEC")"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

forward-looking statements regulatory

"Special Note Regarding Forward-Looking Statements Certain statements in this press release"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. Not financial advice.

MIAMI, Feb. 12, 2026 /PRNewswire/ -- Royal Caribbean Cruises Ltd. (NYSE: RCL) (the "Company") today announced that it has priced a registered public offering of $1.25 billion aggregate principal amount of 4.750% senior unsecured notes due 2033 (the "2033 Notes") and $1.25 billion aggregate principal amount of 5.250% senior unsecured notes due 2038 (the "2038 Notes" and, together with the 2033 Notes, the "Notes"). The 2033 Notes will mature on May 15, 2033 and the 2038 Notes will mature on February 27, 2038. The Notes are expected to be issued on or around February 27, 2026, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the sale of the Notes to refinance its senior notes maturing in 2026 and any remaining net proceeds to repay existing indebtedness, which may include term loans.

J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and PNC Capital Markets LLC are acting as lead book-running managers for the offering.

The Notes offering is being made pursuant to an automatic shelf registration statement (including a prospectus) that was filed by the Company with the Securities and Exchange Commission (the "SEC") on February 29, 2024, and became effective upon filing. Before you invest, you should read the prospectus in the shelf registration statement and the documents incorporated by reference therein and the prospectus supplement that the Company has filed with the SEC for more complete information about the Company and the offering.

Copies of the prospectus and related prospectus supplement relating to the offering may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com, Morgan Stanley & Co. LLC, 1585 Broadway, New York, NY 10036, by telephone at 1-866-718-1649, and PNC Capital Markets LLC, 300 5^th Avenue, 10^th Floor, Pittsburgh, PA 15222, Attn: Securities Settlement, at pnccmprospectus@pnc.com or by telephone at 1-855-881-0697. A copy of the prospectus and the related prospectus supplement relating to the offering may also be obtained free of charge by visiting EDGAR on the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Special Note Regarding Forward-Looking Statements

Certain statements in this press release relating to, among other things, the offering and sale of the Notes constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited, to: statements regarding terms of the offering of the Notes and the intended use of proceeds. Words such as "anticipate," "believe," "considering," "could," "driving," "estimate," "expect," "goal," "intend," "may," "plan," "project," "seek," "should," "will," "would" and similar expressions are intended to help identify forward-looking statements. Forward-looking statements reflect management's current expectations, but they are based on judgments and are inherently uncertain. Furthermore, they are subject to risks, uncertainties and other factors that could cause the Company's actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to, the following: the impact of the economic and geopolitical environment, including charging tariffs and the related uncertainty thereof, on key aspects of the Company's business, such as the demand for cruises, passenger spending, and operating costs; changes in operating costs; the unavailability or cost of air service; disease outbreaks and increased concern about the risk of illness on the Company's ships or when travelling to or from the Company's ships, which could cause a decrease in demand, guest cancellations, and ship redeployments; incidents or adverse publicity concerning the Company's ships, port facilities, land destinations and/or passengers or the cruise vacation industry in general; the effects of weather, climate events and/or natural disasters on the Company's business; risks related to the Company's sustainability activities; the impact of issues at shipyards, including ship delivery delays, ship cancellations or ship construction cost increases; shipyard unavailability; unavailability of ports of call; vacation industry competition and increase in industry capacity and overcapacity; inability to manage the Company's cost and capital allocation strategies; the uncertainties of conducting business globally and expanding into new markets and new ventures, including potential acquisitions; issues with travel advisers that sell and market the Company's cruises; reliance on third-party service providers; potential unavailability of insurance coverage; the risks and costs related to cyber security attacks, data breaches, protecting the Company's systems and maintaining data integrity and security; uncertainties of a foreign legal system as the Company is not incorporated in the United States; the Company's ability to obtain sufficient financing or capital to fund its capital expenditures, operations, debt repayments and other financing needs; the Company's expectation and ability to pay a cash dividend on its common stock in the future; changes to the Company's dividend policy; growing anti-tourism sentiments and environmental concerns; changes in U.S. or other countries' foreign travel policy; impact of new or changing legislation and regulations (including environmental regulations) or governmental orders on the Company's business; fluctuations in foreign currency exchange rates, fuel prices and interest rates; further impairments of the Company's goodwill, long-lived assets, equity investments and notes receivable; an inability to source crew or provisions and supplies from certain places; the Company's ability to recruit, develop and retain high quality personnel; and pending or threatened litigation, investigations and enforcement actions.

Forward-looking statements should not be relied upon as predictions of actual results. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to the Company on the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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.

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SOURCE Royal Caribbean Group

FAQ

What notes did Royal Caribbean (RCL) price on February 12, 2026?

Royal Caribbean priced $1.25B 4.750% notes due May 15, 2033 and $1.25B 5.250% notes due Feb 27, 2038. According to the company, both tranches are part of a registered public offering expected to issue around Feb 27, 2026.

When will the RCL 2033 and 2038 notes be issued and mature?

The Notes are expected to be issued on or around Feb 27, 2026; the 2033 Notes mature May 15, 2033 and the 2038 Notes mature Feb 27, 2038. According to the company, issuance is subject to customary closing conditions.

How does Royal Caribbean (RCL) intend to use proceeds from the $2.5B note offering?

The company intends to use net proceeds to refinance senior notes maturing in 2026 and to repay existing indebtedness, which may include term loans. According to the company, refinancing is the primary use of proceeds.

Who are the lead managers for Royal Caribbean's February 2026 notes offering (RCL)?

J.P. Morgan Securities, Morgan Stanley and PNC Capital Markets are acting as lead book-running managers. According to the company, these firms are coordinating distribution and prospectus access for investors.

Are the RCL notes offering documents available to investors and where?

Copies of the prospectus and prospectus supplement are available via the lead managers and on the SEC EDGAR website. According to the company, investors should read those documents before investing.