Liberty Jason T 4

What Happened
Jason T. Liberty, President & CEO of Royal Caribbean Cruises Ltd. (RCL), had performance shares and restricted stock units vest. On 2026-02-10 he was credited with 275,686 performance-share awards and 20,565 RSUs (total 296,251 shares acquired at $0.00). To cover tax liabilities, the issuer withheld 108,481 shares on 02/10 at $345.40 (proceeds/value $37,469,880) and withheld an additional 2,818 shares on 02/12 at $337.84 (value $952,033). Net of withholding, Liberty received approximately 184,952 shares from these vestings.

Key Details

• Transaction dates and amounts:
  • 02/10/2026: Award of 275,686 performance-share equivalents (F1); 108,481 shares withheld at $345.40 (F2) — $37,469,880.
  • 02/10/2026: Award of 20,565 RSUs (F3).
  • 02/12/2026: 2,818 RSU shares withheld at $337.84 (F4) — $952,033.
• Total awarded: 296,251 shares; total withheld/disposed: 111,299 shares; net shares received ≈ 184,952.
• Shares owned after transaction: Not specified in this filing.
• Footnotes: Awards pursuant to the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan; withholdings (code F) represent shares retained by the issuer to satisfy tax obligations on vesting.
• Filing timeliness: Report filed 02/12/2026 for transactions dated 02/10–02/12/2026 — appears timely (Form 4 typically due within two business days).

Context
These transactions are award vestings and tax-withholding actions, not open-market sales. Withholding to cover taxes (code F) is routine when performance shares/RSUs vest and does not necessarily indicate any change in the insider’s market view. The disclosed values reflect the shares withheld to satisfy tax liabilities (about $38.4M total).