Royal Caribbean plans $1.25B 2034 senior notes

Rhea-AI Filing Summary

Royal Caribbean Cruises Ltd. entered into an underwriting agreement with BNP Paribas Securities Corp., BofA Securities, Inc. and Citigroup Global Markets Inc. for an underwritten public offering of $1,250,000,000 aggregate principal amount of its 5.550% Senior Notes due 2034, under a registration statement and related prospectus supplement filed with the SEC. The offering is expected to close on August 20, 2026, subject to customary closing conditions.

The company states that the net proceeds are intended to repay a portion of outstanding borrowings under its floating rate term loan facilities, with any remaining net proceeds to repay or refinance other existing indebtedness. The agreement includes customary representations, covenants and indemnification provisions between the company and the underwriters.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Senior Notes Offering Size: $1,250,000,000 aggregate principal amount Coupon Rate: 5.550% Maturity Year: 2034 +2 more

5 metrics

Senior Notes Offering Size $1,250,000,000 aggregate principal amount Issuance and sale of 5.550% Senior Notes due 2034

Coupon Rate 5.550% Interest rate on Senior Notes due 2034

Maturity Year 2034 Stated maturity of the Senior Notes

Expected Closing Date August 20, 2026 Expected closing of the underwritten public offering

Underwriting Agreement Date August 6, 2026 Date Royal Caribbean entered into the Underwriting Agreement

Key Terms

Underwriting Agreement, aggregate principal amount, Senior Notes, floating rate term loan facilities, +1 more

5 terms

Underwriting Agreement financial

"entered into an underwriting agreement with BNP Paribas"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

aggregate principal amount financial

"issuance and sale of $1,250,000,000 aggregate principal amount"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

Senior Notes financial

"5.550% Senior Notes due 2034 in an underwritten"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

floating rate term loan facilities financial

"repay a portion of the outstanding borrowings under its floating rate term loan"

A floating rate term loan facility is a formal loan package that a borrower receives with a set repayment schedule (term loan) but with interest that changes over time because it is tied to a reference rate plus a fixed margin. Think of it like an adjustable-rate mortgage for a company: payments vary as market rates move. Investors watch these loans because they affect a borrower’s interest expense, cash flow predictability, and credit risk exposure to rising or falling rates.

indemnification provisions regulatory

"contains customary representations, covenants and indemnification provisions"

Contract clauses that require one party to pay for losses, damages, or legal costs the other party suffers because of certain events or claims. They act like a contractual “safety net” or insurance: if a specified problem happens, the indemnifying party agrees to cover the financial harm. Investors care because these provisions shift potential liabilities and future cash outflows between parties, affecting a company’s risk profile and possible financial exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt offering did Royal Caribbean (RCL) announce on August 6, 2026?

Royal Caribbean Cruises Ltd. entered into an underwriting agreement for an underwritten public offering of $1,250,000,000 aggregate principal amount of 5.550% Senior Notes due 2034. The notes will be issued under a registration statement and related prospectus supplement filed with the SEC.

What are the key terms of Royal Caribbean (RCL) 5.550% Senior Notes due 2034?

The company plans to issue $1,250,000,000 aggregate principal amount of 5.550% Senior Notes due 2034. These notes are being sold in an underwritten public offering, with BNP Paribas Securities Corp., BofA Securities, Inc. and Citigroup Global Markets Inc. acting as representatives of the underwriters.

When is the Royal Caribbean (RCL) 2034 senior notes offering expected to close?

The offering of Royal Caribbean’s 5.550% Senior Notes due 2034 is expected to close on August 20, 2026, subject to satisfaction of customary closing conditions. The timing reflects the schedule agreed in the underwriting agreement dated August 6, 2026.

How will Royal Caribbean (RCL) use the net proceeds from the 2034 senior notes?

Royal Caribbean intends to use the net proceeds from the 5.550% Senior Notes due 2034 to repay a portion of outstanding borrowings under its floating rate term loan facilities, with any remaining net proceeds used to repay or refinance other existing indebtedness.

Which underwriters are involved in Royal Caribbean (RCL) new senior notes offering?

BNP Paribas Securities Corp., BofA Securities, Inc. and Citigroup Global Markets Inc. are acting as representatives of the several underwriters for Royal Caribbean’s $1,250,000,000 offering of 5.550% Senior Notes due 2034, under an underwriting agreement dated August 6, 2026.

Is Royal Caribbean (RCL) using a public offering structure for the 2034 notes?

Yes. The 5.550% Senior Notes due 2034 are being issued in an underwritten public offering, made pursuant to a registration statement and related prospectus supplement filed with the SEC, with several investment banks serving as underwriters.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): August 7, 2026 (August 6, 2026)

ROYAL CARIBBEAN CRUISES LTD.

(Exact Name of Registrant as Specified in Charter)

Republic of Liberia

(State or Other Jurisdiction of Incorporation)

	1-11884		98-0081645
	(Commission File Number)		(IRS Employer Identification No.)
	1050 Caribbean Way, Miami, Florida		33132
	(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 305-539-6000

Not Applicable

(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
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 1.01 Entry into a Material Definitive Agreement.

On August 6, 2026, Royal Caribbean Cruises Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BNP Paribas Securities Corp., BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named in Exhibit A thereto, relating to the issuance and sale by the Company of $1,250,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2034 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 August 20, 2026, 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 intends to use the net proceeds from the Offering to repay a portion of the outstanding borrowings under its floating rate term loan facilities and any remaining net proceeds to repay or refinance other existing indebtedness.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
1.1	Underwriting Agreement, dated August 6, 2026, among BNP Paribas Securities Corp., BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters listed in Exhibit A thereto.
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: August 7, 2026	By:	/s/ Naftali Holtz
	Name:	Naftali Holtz
	Title:	Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 199.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB