Bernstein David 4

What Happened
David Bernstein, Carnival Corporation’s Chief Financial Officer and Chief Accounting Officer, had a total of 17,312 shares withheld by the company on April 21, 2026 to cover tax liabilities tied to vested restricted stock units (RSUs). The withholding occurred in two lots: 7,578 shares at $28.74 each (≈ $217,793) and 9,734 shares at $28.74 each (≈ $279,757), for an aggregate value of about $497,550. This is a tax-withholding disposition rather than an open-market sale.

Key Details

• Transaction date: April 21, 2026; Form 4 filed April 23, 2026 (filed within the typical 2-business-day window).
• Price: $28.74 per share for both lots.
• Shares withheld/disposed: 7,578 and 9,734 (total 17,312). Total reported value ≈ $497,550.
• Transaction code: F — payment of exercise price or tax liability (company withheld shares to cover taxes).
• Shares owned after the transaction: not disclosed in the provided filing.
• Footnotes from the filing:
  • F1: Withheld to cover taxes for time-based RSUs granted April 8, 2024.
  • F2: Includes dividend-equivalent shares associated with the RSU release.
  • F3: Withheld to cover taxes for time-based RSUs granted April 16, 2025.

Context: Withholding shares to satisfy tax obligations on vested RSUs is a common administrative action and does not necessarily indicate the insider is selling additional shares on market. This is a disposition for tax purposes (not a market-driven sale) and should be interpreted differently than an open-market sale or a purchase.