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 5th Avenue, 10th 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
