Ljoen Lars Jakob 4
4 · CARNIVAL PLC · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Carnival (CUK) CMO Lars Jakob Ljoen Receives Award, Sells Shares
What Happened
- Lars Jakob Ljoen, Chief Maritime Officer of Carnival plc (CUK), had 18,164 performance-based restricted stock units (PBS RSUs) vest on Feb 10, 2026 (award/acquisition, code A).
- To cover tax withholding related to the vesting, 7,513 shares were withheld/disposed at $33.22 each ($249,545) and an additional 2,940 shares were withheld/disposed at $33.22 each ($97,652), for total withholding of 10,453 shares and ~$347,197 (codes F).
Key Details
- Transaction date: February 10, 2026; Form 4 filed Feb 12, 2026 (within the typical two-business-day window).
- Award: 18,164 PBS RSUs vested (each RSU = one share). Acquisition reported at $0.00 per share (vesting).
- Withholding/dispositions: 7,513 shares @ $33.22 = $249,545; 2,940 shares @ $33.22 = $97,652; total withheld = 10,453 shares (~$347,197).
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Relevant footnotes:
- F1: Describes Trust Shares tied to Carnival plc’s special voting share in the DLC structure.
- F2: Vesting of PBS RSUs granted April 2023 under the Carnival Corp 2020 Stock Plan.
- F3: Performance for the 2023–2025 period certified at 170.4% of target, determining vesting amount.
- F4 & F5: Shares withheld by the issuer to cover taxes on the PBS and time-based RSU vesting.
Context
- This was a routine vesting of performance-based RSUs, with shares withheld to satisfy tax obligations (not an open-market sale). Withholding of shares for taxes is common and does not necessarily signal insider sentiment.
- The award relates to Carnival’s dual-listed company structure (Trust Shares paired with Carnival Corporation common stock); the RSUs represent shares under Carnival’s equity plan.
Insider Transaction Report
Form 4
CARNIVAL PLCCUK
Ljoen Lars Jakob
Chief Maritime Officer
Transactions
- Award
Trust Shares (beneficial Interest in Special Voting Share)
[F1][F2][F3]2026-02-10+18,164→ 65,087 total - Tax Payment
Trust Shares (beneficial Interest in Special Voting Share)
[F1][F4]2026-02-10$33.22/sh−7,513$249,545→ 57,574 total - Tax Payment
Trust Shares (beneficial Interest in Special Voting Share)
[F1][F5]2026-02-10$33.22/sh−2,940$97,652→ 54,634 total
Footnotes (5)
- [F1]Represents trust shares (the "Trust Shares") of beneficial interests in P&O Princess Voting Trust (the "Trust"). In connection with the dual listed company transaction between Carnival plc (f/k/a P&O Princess Cruises plc) and Carnival Corporation (the "DLC Transaction"), Carnival plc issued one special voting share to the Trust and, following a series of transactions, the Trust Shares were distributed to holders of common stock of Carnival Corporation (the "Carnival Corporation Common Stock"). Since completion of the DLC Transaction on April 17, 2003, if Carnival Corporation issues Carnival Corporation Common Stock to a person, the Trust will issue an equivalent number of Trust Shares to such person. The Trust Shares are paired with shares of Carnival Corporation Common Stock and are represented by the same stock certificate. The Trust Shares represent a beneficial interest in the Carnival plc special voting share.
- [F2]Vesting of performance-based restricted stock units ("PBS RSUs") granted in April 2023 pursuant to the Carnival Corporation 2020 Stock Plan. Each PBS RSU represents one share of Carnival Corporation common stock.
- [F3]The reporting person was eligible to earn from 0-200% of the target amount based on the achievement of certain pre-established performance goals for the 2023-2025 performance period, as certified by the Compensation Committee. These goals were achieved at 170.4% of target, resulting in the vesting of the shares reported herein.
- [F4]Represents shares withheld by the Issuer to cover taxes associated with vesting of performance-based restricted stock units granted April 21, 2023.
- [F5]Represents shares withheld by the Issuer to cover taxes associated with vesting of time-based restricted stock units granted April 21, 2023.
Signature
/s/ Lars Ljoen|2026-02-12