Ljoen Lars Jakob 4

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.