Royal Caribbean (NYSE: RCL) CFO reports stock grants and tax withholdings

Rhea-AI Filing Summary

Royal Caribbean Cruises CFO Naftali Holtz reported equity awards and related tax share withholdings in Royal Caribbean Cruises Ltd. common stock. On 02/10/2026 he acquired 60,411 shares from performance share vesting and 5,577 shares from restricted stock units under the company’s 2008 Equity Incentive Plan.

To cover tax liabilities from these vestings, the issuer withheld 23,770 shares on 02/10/2026 and 713 shares on 02/12/2026. After these transactions, Holtz directly owned 79,997 shares of Royal Caribbean Cruises Ltd. common stock.

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

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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^*

Holtz Naftali

(Last) (First) (Middle)

ROYAL CARIBBEAN CRUISES LTD.

1050 CARIBBEAN WAY

(Street)

MIAMI FL 33132

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ROYAL CARIBBEAN CRUISES LTD [ RCL ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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

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

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

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	02/10/2026		A		60,411(1)	A	$0	98,903	D
Common Stock	02/10/2026		F		23,770(2)	D	$345.405	75,133	D
Common Stock	02/10/2026		A		5,577(3)	A	$0	80,710	D
Common Stock	02/12/2026		F		713(4)	D	$337.84	79,997	D

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 of common stock underlying performance shares granted pursuant to the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended.

2. 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.

3. Represents shares of common stock underlying restricted stock units granted pursuant to the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended.

4. 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.

Remarks:

	/s/ Indira Sordo, Attorney-in-Fact for Naftali Holtz	02/12/2026
	** 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.

FAQ

What insider transactions did RCL CFO Naftali Holtz report on this Form 4?

Naftali Holtz reported equity awards and tax-related withholdings in Royal Caribbean Cruises Ltd. common stock. He received performance share and restricted stock unit grants, while the company withheld shares to satisfy associated tax obligations on specified February 2026 vesting dates.

How many Royal Caribbean (RCL) shares did the CFO acquire through grants?

On 02/10/2026, the CFO acquired 60,411 shares from performance shares and 5,577 shares from restricted stock units. Both awards were granted under Royal Caribbean Cruises Ltd.’s 2008 Equity Incentive Plan, reflecting stock-based compensation rather than open-market purchases.

Were any RCL shares sold on the open market in this Form 4 filing?

The filing shows shares withheld by the issuer to cover tax liabilities, not open-market sales. Specifically, 23,770 shares on 02/10/2026 and 713 shares on 02/12/2026 were withheld in connection with vesting of performance shares and restricted stock units.

What is Naftali Holtz’s direct ownership in RCL after these transactions?

Following the reported equity grants and tax withholdings, Naftali Holtz directly owned 79,997 shares of Royal Caribbean Cruises Ltd. common stock. This figure reflects his updated direct beneficial ownership after all February 2026 Form 4 transactions were recorded.

Under which plan were the RCL performance shares and RSUs granted to the CFO?

The performance shares and restricted stock units underlying the reported transactions were granted under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended. This plan governs equity-based compensation awards made to company executives and other eligible participants.