|4Feb 12, 5:59 PM ET

Bayley Michael W 4

Research Summary

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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.