Royal Caribbean (NYSE: RCL) CFO Holtz sells stock and reports 750-share gift

Rhea-AI Filing Summary

Royal Caribbean Cruises Ltd. Chief Financial Officer Naftali Holtz reported a combination of stock gift and sales in company shares. On February 13, 2026, he made a bona fide gift of 750 shares of common stock at a price of $0 per share.

That same day, he completed multiple open-market sales of Royal Caribbean common stock at weighted-average prices generally between the low $320s and low $330s per share, with actual trade prices ranging from $322.5975 to $332.325. After these transactions, Holtz directly owned 28,116 shares of Royal Caribbean 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)
02/13/2026

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	02/13/2026		G		750	D	$0	79,247	D
Common Stock	02/13/2026		S		200	D	$322.67(1)	79,047	D
Common Stock	02/13/2026		S		1,880	D	$323.55(2)	77,167	D
Common Stock	02/13/2026		S		2,378	D	$324.53(3)	74,789	D
Common Stock	02/13/2026		S		6,104	D	$325.5(4)	68,685	D
Common Stock	02/13/2026		S		9,172	D	$326.63(5)	59,513	D
Common Stock	02/13/2026		S		11,035	D	$327.47(6)	48,478	D
Common Stock	02/13/2026		S		12,710	D	$328.49(7)	35,768	D
Common Stock	02/13/2026		S		5,792	D	$329.46(8)	29,976	D
Common Stock	02/13/2026		S		815	D	$330.36(9)	29,161	D
Common Stock	02/13/2026		S		856	D	$331.42(10)	28,305	D
Common Stock	02/13/2026		S		189	D	$332.19(11)	28,116	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 the weighted-average sale price per share of a series of transactions, all of which were executed on February 13, 2026. The actual sale prices ranged from a low of $322.5975 to a high of $322.96. The Reporting Person undertakes to provide upon request of the SEC Staff or a Royal Caribbean Cruises Ltd. security holder full information regarding the number of shares sold at each price within the ranges set forth in footnotes 1-11 to this Form 4.

2. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 13, 2026. The actual sale prices ranged from a low of $323.08 to a high of $323.99.

3. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 13, 2026. The actual sale prices ranged from a low of $324.03 to a high of $324.965.

4. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 13, 2026. The actual sale prices ranged from a low of $325.01 to a high of $325.99.

5. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 13, 2026. The actual sale prices ranged from a low of $326.01 to a high of $326.99.

6. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 13, 2026. The actual sale prices ranged from a low of $327.00 to a high of $327.985.

7. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 13, 2026. The actual sale prices ranged from a low of $328.00 to a high of $328.98.

8. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 13, 2026. The actual sale prices ranged from a low of $329.00 to a high of $329.855.

9. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 13, 2026. The actual sale prices ranged from a low of $330.055 to a high of $330.72.

10. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 13, 2026. The actual sale prices ranged from a low of $331.055 to a high of $331.78.

11. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 13, 2026. The actual sale prices ranged from a low of $332.00 to a high of $332.325.

Remarks:

	/s/ Indira Sordo, Attorney-in-Fact for Naftali Holtz	02/13/2026
	** 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 one bona fide gift and multiple sales of Royal Caribbean common stock. All transactions occurred on February 13, 2026, and involved directly owned shares, reflecting both charitable transfer activity and portfolio adjustments on that date.

How many Royal Caribbean (RCL) shares did the CFO gift on February 13, 2026?

The CFO gifted 750 shares of Royal Caribbean common stock. The transfer was reported as a bona fide gift at a price of $0 per share, indicating no consideration received for the shares in this charitable or personal transfer.

At what prices did the RCL CFO sell shares on February 13, 2026?

The reported sales used weighted-average prices generally in the low $320s to low $330s. Footnotes specify actual trade prices ranged from $322.5975 to $332.325 per share across the different sale transactions executed that day.

How many Royal Caribbean (RCL) shares does the CFO own after these transactions?

Following the reported gift and multiple sales, Naftali Holtz directly owned 28,116 shares of Royal Caribbean common stock. This figure reflects his remaining direct holdings immediately after the February 13, 2026 transactions disclosed on the Form 4.

Were the RCL CFO’s reported stock transactions direct or indirect holdings?

All reported transactions involved directly owned Royal Caribbean common stock. The Form 4 lists ownership as “D” for direct, and there are no footnotes indicating that the shares were held through trusts, partnerships, or other indirect ownership vehicles.

Do the Form 4 footnotes for RCL detail the CFO’s sale price ranges?

Yes. The footnotes explain that each group of sales was reported at a weighted-average price. For each group, they disclose the lowest and highest actual sale prices, which together span from $322.5975 up to $332.325 per Royal Caribbean share.