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Director at Royal Caribbean (NYSE: RCL) gets RSU grant and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Royal Caribbean Cruises Ltd director Donald Thompson reported a stock-based compensation event. He received 831 shares of common stock through vesting of restricted stock units, with 78 shares automatically withheld by the company at a price of $276.615 per share to cover tax liabilities. After these transactions on May 28, 2026, he directly owned 39,483 common shares.

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Insider Thompson Donald
Role null
Type Security Shares Price Value
Tax Withholding Common Stock 78 $276.615 $22K
Grant/Award Common Stock 831 $0.00 --
Holdings After Transaction: Common Stock — 39,483 shares (Direct, null)
Footnotes (1)
  1. 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 05/28/2026. Represents shares of common stock underlying restricted stock units ("RSUs") granted pursuant to the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended. The shares underlying the RSUs vest the earlier of (i) May 28, 2027, or (ii) date of the Issuer's 2027 Annual Meeting of Shareholders.
RSU shares vested 831 shares Common Stock granted on May 28, 2026
Shares withheld for taxes 78 shares Withheld by issuer to cover tax liability
Withholding price $276.615 per share Value used for tax withholding on 78 shares
Shares owned after transactions 39,483 shares Direct common stock ownership after May 28, 2026 events
restricted stock units financial
"vesting of shares underlying certain restricted stock units on 05/28/2026"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax liability financial
"withheld by the issuer to cover the reporting person's tax liability"
Equity Incentive Plan financial
"granted pursuant to the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
vesting financial
"associated with the vesting of shares underlying certain restricted stock units"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
Annual Meeting of Shareholders financial
"earlier of (i) May 28, 2027, or (ii) date of the Issuer's 2027 Annual Meeting of Shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Thompson Donald
(Last)(First)(Middle)
C/O ROYAL CARIBBEAN CRUISES LTD.
1050 CARIBBEAN WAY
(Street)
MIAMI FLORIDA 33132
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
ROYAL CARIBBEAN CRUISES LTD [ RCL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/28/2026F78(1)D$276.61539,483D
Common Stock05/28/2026A831(2)A$040,314D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. 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 05/28/2026.
2. Represents shares of common stock underlying restricted stock units ("RSUs") granted pursuant to the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended. The shares underlying the RSUs vest the earlier of (i) May 28, 2027, or (ii) date of the Issuer's 2027 Annual Meeting of Shareholders.
Remarks:
/s/ Indira Sordo, Attorney-in-Fact for Donald Thompson05/29/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did RCL director Donald Thompson report?

Donald Thompson reported a stock-based compensation event involving restricted stock units. He acquired 831 Royal Caribbean common shares from RSU vesting, with part of the award withheld to cover taxes, reflecting routine equity compensation rather than an open-market purchase or sale.

How many Royal Caribbean (RCL) shares did Donald Thompson effectively gain?

Thompson received 831 vested shares and had 78 withheld for taxes, leaving a net 753-share increase. These shares came from restricted stock units vesting, not from buying in the open market, and represent standard equity compensation for a company director.

At what price were RCL shares withheld for Donald Thompson’s taxes?

The issuer withheld 78 Royal Caribbean shares at $276.615 per share to cover Thompson’s tax liability. This withholding price is used for tax settlement purposes and does not represent an open-market sale initiated by the director.

How many Royal Caribbean (RCL) shares does Donald Thompson own after the filing?

Following the RSU vesting and tax withholding, Thompson directly owns 39,483 Royal Caribbean common shares. This figure reflects his updated direct holdings after the net addition of shares from the equity award on May 28, 2026.

What type of equity award did Donald Thompson receive from Royal Caribbean?

Thompson received shares underlying restricted stock units granted under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan. These RSUs vested, delivering common shares while a portion was withheld by the issuer to satisfy associated tax obligations.

When do Donald Thompson’s new Royal Caribbean RSUs vest?

The RSUs referenced in the footnote vest on the earlier of May 28, 2027 or the date of Royal Caribbean’s 2027 Annual Meeting of Shareholders. Vesting timing depends on which of these two corporate dates occurs first.