Bayley Michael W 4
4 · ROYAL CARIBBEAN CRUISES LTD · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
RCL CEO Michael Bayley Receives Awards; Tax-Withheld Shares
What Happened
Michael W. Bayley, President & CEO of Royal Caribbean International, received equity awards that resulted in the issuance/vesting of 173,685 shares (167,809 performance-share equivalents and 5,876 restricted stock units). To cover the tax liabilities on vesting, the issuer withheld and thereby disposed of 68,599 shares: 65,656 shares withheld on 2026-02-10 at $345.40 (proceeds/value $22,677,911) and 2,943 shares withheld on 2026-02-12 at $337.84 (proceeds/value $994,263). These withholding transactions are tax-withholding dispositions (code F), not open-market sales.
Key Details
- Transaction dates and amounts:
- 2026-02-10: Grant/acquisition of 167,809 shares (performance shares, code A).
- 2026-02-10: 65,656 shares withheld to cover taxes at $345.40 → $22,677,911 (code F).
- 2026-02-10: Grant/acquisition of 5,876 shares (RSUs, code A).
- 2026-02-12: 2,943 shares withheld to cover taxes at $337.84 → $994,263 (code F).
- Total awards received: 173,685 shares. Total shares withheld for taxes: 68,599 shares, total value ≈ $23,672,174.
- Footnotes:
- F1: Awarded performance shares under the 2008 Equity Incentive Plan.
- F2 & F4: The withheld shares represent issuer tax withholding to satisfy the reporting person’s tax liabilities on vesting.
- F3: The RSUs are subject to the company’s vesting-into-retirement policy (vest in one installment on first anniversary; transfer restrictions through year three).
- Shares owned after the transactions: not specified in the Form 4 filing provided.
- Timeliness: Reported on 2026-02-12 for transactions on 2026-02-10 and 02-12; filing appears timely (not marked late).
Context
These filings reflect equity awards vesting and routine issuer share-withholding to cover taxes — a common, administrative disposition (code F). This is not an open-market sale or a purchase signal; the grants (code A) are compensation/long-term incentive awards (performance shares and RSUs). For retail investors, note that tax-withholding disposals do not necessarily indicate a change in the insider’s view of the company.
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-10+167,809→ 200,831 total - Tax Payment
Common Stock
[F2]2026-02-10$345.40/sh−65,656$22,677,911→ 135,175 total - Award
Common Stock
[F3]2026-02-10+5,876→ 141,051 total - Tax Payment
Common Stock
[F4]2026-02-12$337.84/sh−2,943$994,263→ 138,108 total
Footnotes (4)
- [F1]Represents shares of common stock underlying performance shares granted pursuant to the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended.
- [F2]Represents the number of shares of common stock withheld by the issuer to cover the reporting person's tax liability associated with the vesting of shares underlying certain performance shares on 02/10/2026.
- [F3]Represents shares of common stock underlying restricted stock units granted to the reporting person under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended. In accordance with our vesting into retirement policy, award vests in one installment on the first anniversary of the grant date but will be subject to restrictions on transferability through the third anniversary of the grant date.
- [F4]Represents the number of shares of common stock withheld by the issuer to cover the reporting person's tax liability associated with the vesting of shares underlying certain restricted stock units on 02/12/2026.