MIGUEZ ENRIQUE 4
4 · CARNIVAL PLC · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Carnival (CUK) GC Enrique Miguez Receives 63,581 Shares
What Happened
Enrique Miguez, General Counsel of Carnival plc (CUK), received 63,581 shares on 2026-02-10 as the vesting of performance-based restricted stock units (PBS RSUs). To cover tax withholding obligations, 27,239 shares were surrendered/withheld (reported as disposals) at $33.22 per share, generating proceeds of $835,061 (25,141 shares) and $69,685 (2,098 shares) — a total tax withholding value of $904,746. After withholding, Miguez received a net 36,342 shares. The grant/vesting is reported as an acquisition (A) and the withholdings as tax-related disposals (F).
Key Details
- Transaction date: 2026-02-10; Form 4 filed 2026-02-12 (timely within standard two-business-day window).
- Award: 63,581 shares reported as granted/vested (code A) at $0.00 (RSUs).
- Withheld for taxes: 25,141 shares @ $33.22 = $835,061 and 2,098 shares @ $33.22 = $69,685; total withheld 27,239 shares ≈ $904,746 (code F).
- Net shares received by insider: 36,342 (63,581 granted − 27,239 withheld).
- Notable footnotes: vesting from PBS RSUs granted April 21, 2023 (F2); performance period achieved at 170.4% of target (F3); withheld shares represent issuer tax withholdings (F4/F5); F1 explains Trust Shares pairing with Carnival plc special voting share.
- Shares owned after transaction: not specified in the provided excerpt of the filing.
Context
- This was a vesting of performance-based RSUs, not an open-market purchase or voluntary sale. The withholdings are routine tax-related dispositions (code F), commonly used to satisfy payroll/tax obligations on vested equity and do not necessarily indicate a change in insider sentiment.
- Because the RSUs vested at a performance multiplier (170.4% of target per the footnote), the grant delivered more shares than the target award.
- Transaction codes: A = Award/Grant; F = Payment of exercise price or tax liability (withholding).
Insider Transaction Report
Form 4
CARNIVAL PLCCUK
MIGUEZ ENRIQUE
General Counsel
Transactions
- Award
Trust Shares (beneficial Interest in Special Voting Share)
[F1][F2][F3]2026-02-10+63,581→ 189,139 total - Tax Payment
Trust Shares (beneficial Interest in Special Voting Share)
[F1][F4]2026-02-10$33.22/sh−25,141$835,061→ 163,998 total - Tax Payment
Trust Shares (beneficial Interest in Special Voting Share)
[F1][F5]2026-02-10$33.22/sh−2,098$69,685→ 161,900 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/ Enrique Miguez|2026-02-12