Bernstein David 4

What Happened David Bernstein, Carnival Corporation’s Chief Financial Officer & Chief Accounting Officer, reported two linked transactions on Feb 10, 2026: the vesting (award) of 333,805 performance-based restricted stock units (PBS RSUs) at no cash cost and an open-market sale of 361,790 Carnival shares at $33.22 each, generating proceeds of approximately $12,016,891. The PBS RSUs were granted under Carnival’s 2020 Stock Plan and converted into common shares upon vesting.

Key Details

• Transaction dates: 2026-02-10 (award and sale); Form 4 filed 2026-02-12 (appears timely, within the typical 2-business-day window).
• Award: 333,805 PBS RSUs @ $0.00 (vested; each RSU = one share). (Footnote F1)
• Performance certification: 2023–2025 performance period achieved at 170.4% of target, resulting in vesting at 170.4% of target (Footnote F2).
• Sale: 361,790 shares disposed in an open-market sale @ $33.22 per share; total proceeds ≈ $12,016,891.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Transaction codes: A = Award/Acquisition (vesting of RSUs); S = Sale (open-market disposition).
• No 10b5-1 plan, tax-withholding details, or late-filing indication were included in the provided excerpt.

Context Performance-based RSUs convert to shares when preset performance goals are certified; here the Compensation Committee certified results for the 2023–2025 period at 170.4% of target. The filing shows both a vesting (award) and a contemporaneous sale on the same date — the sale exceeds the number of newly vested RSUs, which implies the disposed shares came from a mix of sources (previous holdings, the vested RSUs, or both); the Form 4 excerpt does not specify the exact source of the sold shares. Sales by executives are routine and do not, by themselves, indicate the insider’s opinion of the company’s prospects.