What prices were used for Royal Caribbean (RCL) tax-withholding share dispositions?

The company withheld 65,656 shares at $345.405 per share on 02/10/2026 and 2,943 shares at $337.84 per share on 02/12/2026. These values reflect the share prices applied in calculating the number of shares needed to satisfy the CEO’s tax obligations.

What equity plan governs the RCL CEO’s reported share awards?

The reported performance shares and restricted stock units were granted under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended. This plan provides for stock-based compensation to executives, including performance-based awards and time-vested restricted stock units.

Royal Caribbean (NYSE: RCL) CEO reports equity grants and tax share withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Royal Caribbean Cruises Ltd. President & CEO of Royal Caribbean International, Michael W. Bayley, reported several equity award and tax-withholding transactions in company common stock. On 02/10/2026, he acquired 167,809 shares underlying performance shares and 5,876 shares underlying restricted stock units at a stated price of $0, reflecting equity awards under the company’s 2008 Equity Incentive Plan.

Also on 02/10/2026, 65,656 shares were disposed of at $345.405 per share and on 02/12/2026, 2,943 shares were disposed of at $337.84 per share, in each case to cover Bayley’s tax liabilities on vesting of these awards. Following these transactions, he directly owned 138,108 shares of Royal Caribbean common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Bayley Michael W

Role Pres&CEO, Royal Caribbean Intl

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,943	$337.84	$994K
Grant/Award	Common Stock	167,809	$0.00	--
Tax Withholding	Common Stock	65,656	$345.405	$22.68M
Grant/Award	Common Stock	5,876	$0.00	--

Holdings After Transaction: Common Stock — 138,108 shares (Direct)

Footnotes (1)

Represents shares of common stock underlying performance shares granted pursuant to the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended. 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. Represents shares of common stock underlying restricted stock units granted to the reporting person under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended. In accordance with our vesting into retirement policy, award vests in one installment on the first anniversary of the grant date but will be subject to restrictions on transferability through the third anniversary of the grant date. 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.

Form 4 Insider Transactions: What Each Field Means →

02/12/2026 - 05:59 PM

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^*

Bayley Michael W

(Last)

(First)

(Middle)

ROYAL CARIBBEAN CRUISES LTD.

1050 CARIBBEAN WAY

(Street)

MIAMI

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)
	Pres&CEO, Royal Caribbean Intl

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2026		A		167,809⁽¹⁾	A	$0	200,831	D
Common Stock	02/10/2026		F		65,656⁽²⁾	D	$345.405	135,175	D
Common Stock	02/10/2026		A		5,876⁽³⁾	A	$0	141,051	D
Common Stock	02/12/2026		F		2,943⁽⁴⁾	D	$337.84	138,108	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 to the reporting person under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended. In accordance with our vesting into retirement policy, award vests in one installment on the first anniversary of the grant date but will be subject to restrictions on transferability through the third anniversary of the grant date.

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 Michael W. Bayley	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did RCL CEO Michael Bayley report on this Form 4?

Michael Bayley reported equity awards and related tax withholding transactions in Royal Caribbean common stock. He received large share grants from performance shares and restricted stock units, and shares were withheld by the company to satisfy associated tax liabilities on vesting.

How many Royal Caribbean (RCL) shares did the CEO acquire in these transactions?

On 02/10/2026, the CEO acquired 167,809 shares underlying performance shares and 5,876 shares underlying restricted stock units. Both awards were granted at a stated price of $0 under Royal Caribbean’s 2008 Equity Incentive Plan, increasing his direct equity exposure before tax withholding.

Why were some Royal Caribbean (RCL) shares disposed of in this Form 4?

Shares were disposed of solely to cover tax liabilities from vesting equity awards. 65,656 shares on 02/10/2026 and 2,943 shares on 02/12/2026 were withheld by Royal Caribbean, consistent with payment of tax obligations tied to performance shares and restricted stock units.

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

After all reported acquisitions and tax-withholding dispositions, Michael Bayley directly owned 138,108 shares of Royal Caribbean common stock. This figure represents his beneficial ownership following the February 2026 equity award vesting and related tax payments in shares.