ROYAL CARIBBEAN CRUISES LTD 8-K

What Happened
Royal Caribbean Cruises Ltd. announced on Feb. 12, 2026 that it entered into an underwriting agreement for an underwritten public offering of $2.5 billion of senior notes. The offering consists of $1,250,000,000 of 4.750% Senior Notes due 2033 and $1,250,000,000 of 5.250% Senior Notes due 2038. J.P. Morgan Securities, Morgan Stanley & Co. and PNC Capital Markets are the representatives of the underwriters, and the offering is expected to close on Feb. 27, 2026, subject to customary closing conditions.

Key Details

• Total proposed offering: $2,500,000,000 (two tranches of $1.25B each).
• Coupons/maturities: 4.750% due 2033; 5.250% due 2038.
• Agreement date / expected close: Underwriting Agreement dated Feb. 12, 2026; expected closing Feb. 27, 2026.
• Use of proceeds: to refinance senior notes maturing in 2026; any remaining proceeds to repay existing indebtedness, which may include term loans.
• The underwriting agreement (customary reps, covenants, indemnities) is filed as Exhibit 1.1 to the 8-K.

Why It Matters
This offering, if completed, would raise cash to cover upcoming 2026 debt maturities and reduce near-term refinancing risk by replacing shorter-term obligations with longer-dated notes (2033 and 2038). For investors, key implications include changes to Royal Caribbean’s maturity profile and future interest costs (based on the stated coupons). The transaction is subject to closing conditions and is not finalized until the offering closes.