MIGUEZ ENRIQUE 4

What Happened
Enrique Miguez, General Counsel of Carnival Corporation (CCL), received 63,581 performance-based restricted stock units (PBS RSUs) that vested on February 10, 2026. To cover tax obligations, 25,141 shares and 2,098 shares were withheld at $33.22 per share (dispositions reported as tax withholding) for total withholding proceeds of $835,061 and $69,685, respectively (total withheld ≈ $904,746). Net shares delivered to Miguez after withholding: 36,342. The vesting reflects performance goals for the 2023–2025 period certified at 170.4% of target.

Key Details

• Transaction date: February 10, 2026 (reported on Form 4 filed Feb 12, 2026). Filing appears timely (within two business days).
• Award: 63,581 PBS RSUs acquired (code A) — grant originally made April 21, 2023 (Carnival 2020 Stock Plan).
• Tax withholding: 25,141 shares withheld @ $33.22 = $835,061 (code F); 2,098 shares withheld @ $33.22 = $69,685 (code F).
• Net shares received: 36,342 (63,581 vested − 27,239 withheld).
• Footnotes: Vesting based on 2023–2025 performance; target achieved at 170.4% (F1–F2). F3/F4 note shares were withheld to cover taxes for performance- and time-based RSUs.
• Shares owned after the transaction are not disclosed in the provided filing.

Context
This filing reports the vesting of performance-based RSUs and routine share withholding to satisfy tax liabilities — the “disposed” entries reflect shares retained by the company for taxes, not open-market sales. Such tax-withholding transactions are common and do not necessarily indicate the insider’s market view.