Royal Caribbean Group announces proposed offering of senior unsecured notes

Rhea-AI Summary

Royal Caribbean Group (NYSE: RCL) on Feb. 12, 2026 commenced a registered public offering of senior unsecured notes.

The company intends to use net proceeds to refinance senior notes maturing in 2026 and to repay existing indebtedness, which may include term loans. The offering is being led by J.P. Morgan, Morgan Stanley and PNC Capital Markets and is being made from an automatic shelf registration effective Feb. 29, 2024.

Positive

• Commenced registered public offering of senior unsecured notes
• Proceeds intended to refinance senior notes maturing in 2026
• Remaining proceeds intended to repay existing indebtedness including term loans
• Offering launched under an automatic shelf registration effective Feb. 29, 2024

Negative

• Financing subject to market, regulatory and execution risks cited by the company
• Offering could affect the company's capital structure and leverage until completed

Market Reality Check

Price: $332.80 Vol: Volume 2,736,363 is 1.04x...

normal vol

$332.80 Last Close

Volume Volume 2,736,363 is 1.04x the 20-day average (2,634,578). normal

Technical Price 333.75 is trading above the 200-day MA at 296.29.

Peers on Argus

RCL is down 3.9% while cruise peers like CCL (-0.57%) and CUK (-0.67%) are modes...

1 Down

RCL is down 3.9% while cruise peers like CCL (-0.57%) and CUK (-0.67%) are modestly lower, but BKNG (+1.38%) and TCOM (+0.99%) are up, pointing to mixed travel sentiment rather than a clear sector move.

Previous Offering Reports

3 past events · Latest: Oct 01 (Neutral)

Same Type Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Oct 01	Notes offering completion	Neutral	+1.3%	Completed $1.5B senior notes to refinance and manage existing debt.
Sep 22	Notes pricing	Neutral	+0.4%	Priced $1.5B senior notes due 2036 with 5.375% interest rate.
Sep 22	Proposed notes offering	Neutral	+0.2%	Announced proposed senior notes to fund Celebrity Xcel and refinance debt.

Pattern Detected

Prior senior note offerings have coincided with small positive share moves, suggesting equity holders have generally digested this type of financing calmly.

Recent Company History

Recent history shows Royal Caribbean frequently accessing the senior unsecured notes market, with prior offerings in September–October 2025 tied to financing the Celebrity Xcel delivery and refinancing existing debt. Those events produced modest positive price reactions around 0.2–1.3%. Alongside strong 2025 results and active fleet and capacity expansion, today’s proposed notes to refinance 2026 maturities fit a continuing pattern of terming out and reshaping the debt stack.

Historical Comparison

offering

+0.6 %

Average Historical Move

Historical Analysis

Past senior note offerings averaged a modest 0.63% move, suggesting similar refinancing announcements have typically produced contained equity reactions.

Typical Pattern

The company has repeatedly used senior unsecured note offerings to fund new ship deliveries and refinance or term out existing revolver and other debt obligations.

Market Pulse Summary

This announcement details a proposed senior unsecured notes offering to refinance 2026 senior notes ...

Analysis

This announcement details a proposed senior unsecured notes offering to refinance 2026 senior notes and repay other existing indebtedness. Historically, similar offerings produced modest average moves of 0.63%, as the company used debt markets to fund fleet growth and reshape maturities. Investors may focus on overall debt levels from recent filings, upcoming maturities, interest coverage metrics, and how additional issuances interact with the company’s broader capital allocation plans.

Key Terms

senior unsecured notes, registered public offering, automatic shelf registration statement, prospectus supplement, +1 more

5 terms

senior unsecured notes financial

"commenced a registered public offering of senior unsecured notes (the "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 commenced a registered public offering of senior unsecured notes"

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.

automatic shelf registration statement regulatory

"pursuant to an automatic shelf registration statement (including a prospectus) that was filed"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

prospectus supplement regulatory

"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.

forward-looking statements regulatory

"Special Note Regarding Forward-Looking StatementsCertain 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 commenced a registered public offering of senior unsecured notes (the "Notes").

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 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; 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 or ship construction cost increases; shipyard unavailability; unavailability of ports of call; vacation industry competition and increase in industry capacity; 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; 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; 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 did Royal Caribbean (RCL) announce on Feb. 12, 2026 about a notes offering?

Royal Caribbean announced it commenced a registered public offering of senior unsecured notes on Feb. 12, 2026. According to the company, net proceeds will refinance senior notes due in 2026 and may repay existing indebtedness including term loans.

How will the RCL offering proceeds be used and which maturities are targeted?

Proceeds are intended to refinance senior notes maturing in 2026 and to repay other indebtedness. According to the company, any remaining net proceeds may be applied to repay term loans or similar debt.

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

J.P. Morgan Securities, Morgan Stanley and PNC Capital Markets are the lead book-running managers. According to the company, investors can request prospectus copies from those firms or via EDGAR on the SEC website.

Is Royal Caribbean's (RCL) notes offering already registered with the SEC?

Yes. The offering is being made pursuant to an automatic shelf registration statement that became effective Feb. 29, 2024. According to the company, prospectus and prospectus supplement details are available on EDGAR.

Does this press release constitute an offer to sell RCL notes to investors?

No, the press release is not an offer to sell or a solicitation to buy the notes. According to the company, any offer will occur only by prospectus and prospectus supplement filed with the SEC.

What risks did Royal Caribbean (RCL) highlight related to the notes offering?

The company noted forward-looking risks including market, economic, regulatory and financing uncertainties that could affect the offering. According to the company, these risks may cause actual results to differ materially from expectations.