Carnival counsel has shares withheld for RSU taxes

Accepted by SEC EDGAR 04/23/2026 - 11:36 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

CARNIVAL CORP General Counsel Enrique Miguez reported routine share adjustments related to restricted stock unit vesting. On April 21, 2026, a total of 7,114 shares of common stock were withheld by the company at $28.7402 per share to cover tax obligations tied to time-based restricted stock units granted on April 8, 2024 and April 16, 2025. These are tax-withholding dispositions, not open-market sales. After these withholdings, Miguez holds 40,533.8118 shares directly and 114,359 shares indirectly through the Enrique Miguez Trust U/A/D December 19, 2025, including shares from dividend reinvestment and dividend equivalents.

Insider Trade Summary

Exercise Price or Tax Liability: 7,114 shares

Exercise Price or Tax Liability 2 txns

Insider MIGUEZ ENRIQUE

Role General Counsel

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,649	$28.7402	$76K
Exercise Price or Tax Liability	Common Stock	4,465	$28.7402	$128K
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 40,533.8118 shares (Direct); Common Stock — 114,359 shares (Indirect, Enrique Miguez Trust U/A/D December 19, 2025)

Holdings Before and After: Common Stock, 47,647.8118 to 40,533.8118 shares (Direct)

Footnotes (3)

1. F1. Represents shares withheld by the Company to cover taxes associated with vesting of time-based restricted stock units granted April 8, 2024.
2. F2. Includes shares acquired pursuant to the dividend reinvestment feature of the reporting person's account and dividend equivalent shares associated with the release of restricted stock units.
3. F3. Represents shares withheld by the Company to cover taxes associated with vesting of time-based restricted stock units granted April 16, 2025.

Key Figures

Tax-withheld shares total: 7,114 shares First tax-withholding lot: 4,465 shares at $28.7402/share Second tax-withholding lot: 2,649 shares at $28.7402/share +4 more

7 metrics

Tax-withheld shares total 7,114 shares Shares withheld on April 21, 2026 for RSU tax obligations

First tax-withholding lot 4,465 shares at $28.7402/share Common stock withheld for taxes on April 21, 2026

Second tax-withholding lot 2,649 shares at $28.7402/share Common stock withheld for taxes on April 21, 2026

Direct holdings after transactions 40,533.8118 shares Common stock directly held by Enrique Miguez after April 21, 2026

Indirect trust holdings 114,359 shares Common stock held via Enrique Miguez Trust U/A/D December 19, 2025

Tax-withholding transactions count 2 transactions Form 4 tax-withholding dispositions coded F

Tax-withholding share count summary 7,114 shares transactionSummary taxWithholdingShares

Key Terms

time-based restricted stock units, dividend reinvestment feature, dividend equivalent shares, tax-withholding disposition

4 terms

time-based restricted stock units financial

"taxes associated with vesting of time-based restricted stock units granted April 8, 2024."

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

dividend reinvestment feature financial

"Includes shares acquired pursuant to the dividend reinvestment feature of the reporting person's account"

dividend equivalent shares financial

"and dividend equivalent shares associated with the release of restricted stock units."

tax-withholding disposition financial

"transaction_action: tax-withholding disposition for code F entries"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Carnival (CCL) General Counsel Enrique Miguez report in this Form 4?

Enrique Miguez reported routine share adjustments where Carnival withheld 7,114 common shares to cover tax obligations on vesting restricted stock units. These transactions reflect compensation-related tax withholding rather than any open-market purchase or sale of stock.

How many Carnival (CCL) shares were withheld for taxes from Miguez’s RSU vesting?

Carnival withheld a total of 7,114 common shares from Enrique Miguez to cover taxes on vesting restricted stock units, in two transactions of 4,465 and 2,649 shares, both priced at $28.7402 per share in the Form 4 disclosure.

Are the Form 4 transactions for Carnival (CCL) an open-market sale by Enrique Miguez?

No, the filing shows tax-withholding dispositions only. Carnival withheld 7,114 shares to satisfy tax liabilities arising from vesting time-based restricted stock units, so these are not discretionary open-market sales or purchases by Enrique Miguez.

What are Enrique Miguez’s direct and indirect Carnival (CCL) share holdings after these transactions?

After the reported tax withholdings, Enrique Miguez directly holds 40,533.8118 Carnival common shares. He also indirectly holds 114,359 shares through the Enrique Miguez Trust U/A/D December 19, 2025, which includes dividend reinvestment and dividend equivalent shares.

What is the significance of the Enrique Miguez Trust in this Carnival (CCL) Form 4?

The Form 4 notes that 114,359 Carnival common shares are held indirectly through the Enrique Miguez Trust U/A/D December 19, 2025. This indicates a portion of his beneficial holdings are owned via a trust structure rather than directly in his own name.

What price per share was used for the Carnival (CCL) tax-withholding transactions?

Both tax-withholding transactions used a price of $28.7402 per Carnival common share. This price was applied when 4,465 and 2,649 shares were withheld to cover taxes related to the vesting of time-based restricted stock units granted in 2024 and 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MIGUEZ ENRIQUE

(Last) (First) (Middle)

CARNIVAL CORPORATION

3655 N.W. 87TH AVENUE

(Street)

MIAMI FLORIDA 33178

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CARNIVAL CORP [ CCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/21/2026		F		2,649(1)	D	$28.7402	44,998.8118(2)	D
Common Stock	04/21/2026		F		4,465(3)	D	$28.7402	40,533.8118	D
Common Stock								114,359	I	Enrique Miguez Trust U/A/D December 19, 2025

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld by the Company to cover taxes associated with vesting of time-based restricted stock units granted April 8, 2024.

2. Includes shares acquired pursuant to the dividend reinvestment feature of the reporting person's account and dividend equivalent shares associated with the release of restricted stock units.

3. Represents shares withheld by the Company to cover taxes associated with vesting of time-based restricted stock units granted April 16, 2025.

	/s/ Enrique Miguez	04/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)