Royal Caribbean sells $2.5B in new senior notes

Royal Caribbean Cruises Ltd. is issuing new long-term debt to restructure its balance sheet.

Rhea-AI Filing Summary

Royal Caribbean Cruises Ltd. is issuing new long-term debt to restructure its balance sheet. The company entered an underwriting agreement for a public offering of $1,250,000,000 of 4.750% Senior Notes due 2033 and $1,250,000,000 of 5.250% Senior Notes due 2038, for total senior notes of $2,500,000,000. The underwritten offering, led by J.P. Morgan Securities, Morgan Stanley & Co. and PNC Capital Markets, is expected to close on February 27, 2026, subject to customary conditions.

The company plans to use the net proceeds primarily to refinance senior notes maturing in 2026 and to repay other existing indebtedness, including possible term loans. This shifts upcoming maturities further into the future at fixed interest rates.

Insights

Capital structure and credit analyst

Royal Caribbean is refinancing near-term debt with $2.5B of longer-dated notes.

Royal Caribbean Cruises Ltd. is issuing $1.25B of 4.750% notes due 2033 and $1.25B of 5.250% notes due 2038 in an underwritten public offering. This replaces shorter-maturity obligations with longer-term funding at fixed coupons.

The company states it intends to use net proceeds to refinance senior notes maturing in 2026 and to repay other existing indebtedness, potentially including term loans. This extends its debt maturity profile but keeps overall leverage dependent on the total debt stack and future operating performance.

The offering is expected to close on February 27, 2026, subject to customary closing conditions. Subsequent disclosures in future reports can show how much 2026 debt was retired and the resulting interest expense profile.

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.

FAQ

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

What debt is Royal Caribbean (RCL) issuing in this 8-K filing?

Royal Caribbean is issuing $1.25 billion of 4.750% Senior Notes due 2033 and $1.25 billion of 5.250% Senior Notes due 2038. These fixed-rate notes are being sold in an underwritten public offering to institutional investors.

How much total capital is Royal Caribbean (RCL) raising through these senior notes?

Royal Caribbean is raising a total of $2.5 billion in senior notes, split evenly between 2033 and 2038 maturities. This large issuance is designed to refinance existing obligations and adjust the company’s debt maturity schedule.

What will Royal Caribbean (RCL) use the $2.5 billion of note proceeds for?

Royal Caribbean intends to use the net proceeds to refinance its senior notes maturing in 2026 and to repay existing indebtedness. The filing notes that this repayment may include term loans, helping extend and rebalance its debt profile.

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

The senior notes offering is expected to close on February 27, 2026, subject to satisfaction of customary closing conditions. Closing will finalize the company’s receipt of funds and start the term of the new 2033 and 2038 notes.

Who are the underwriters for Royal Caribbean’s (RCL) senior notes offering?

The underwriting agreement is with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and PNC Capital Markets LLC. They act as representatives for several underwriters participating in the $2.5 billion public notes offering.

How might this Royal Caribbean (RCL) notes issuance affect its 2026 debt maturity?

The company states it will use proceeds to refinance senior notes maturing in 2026. By replacing that debt with 2033 and 2038 notes, Royal Caribbean extends maturities and spreads repayments over a longer time horizon.

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

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Accepted by SEC EDGAR 02/13/2026 - 08:30 AM Learn about SEC filing dates

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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): February 13, 2026 (February 12, 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 February 12, 2026, Royal Caribbean Cruises Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and PNC Capital Markets LLC, 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 4.750% Senior Notes due 2033 and $1,250,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2038 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 February 27, 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 refinance its senior notes maturing in 2026 and any remaining net proceeds to repay existing indebtedness, which may include term loans.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated February 12, 2026, among J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and PNC Capital Markets LLC, 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: February 13, 2026	By:	/s/ Naftali Holtz
	Name:	Naftali Holtz
	Title:	Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 235.1 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