Royal Caribbean (NYSE: RCL) CEO reports stock awards and tax trades

Rhea-AI Filing Summary

Royal Caribbean Cruises Ltd. President & CEO Jason T. Liberty reported equity awards and related tax-withholding transactions in common stock. On 02/10/2026, he acquired 275,686 shares underlying performance shares and 20,565 shares underlying restricted stock units at $0 per share. To cover tax liabilities, the company withheld 108,481 shares on 02/10/2026 at $345.405 per share and 2,818 shares on 02/12/2026 at $337.84 per share. Following these transactions, Liberty directly owned 309,732 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^*

Liberty Jason T

(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)
	President & CEO

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		275,686(1)	A	$0	400,466	D
Common Stock	02/10/2026		F		108,481(2)	D	$345.405	291,985	D
Common Stock	02/10/2026		A		20,565(3)	A	$0	312,550	D
Common Stock	02/12/2026		F		2,818(4)	D	$337.84	309,732	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 Jason T. Liberty	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 CEO Jason Liberty report on this Form 4?

Jason Liberty reported equity awards and related tax-withholding in Royal Caribbean common stock. He received large grants of performance shares and restricted stock units and had shares withheld by the company to satisfy associated tax liabilities on those vestings.

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

Jason Liberty acquired 275,686 shares underlying performance shares and 20,565 shares underlying restricted stock units. Both grants were made at $0 per share under Royal Caribbean’s 2008 Equity Incentive Plan, reflecting non-cash compensation rather than open-market stock purchases.

How many RCL shares were withheld for the CEO’s tax obligations?

Royal Caribbean withheld 108,481 shares on February 10, 2026 and 2,818 shares on February 12, 2026. These shares were retained by the company to cover Jason Liberty’s tax liabilities arising from vesting of performance shares and restricted stock units.

What prices were used for RCL tax-withholding share dispositions?

For tax withholding, 108,481 shares were valued at $345.405 per share on February 10, 2026, and 2,818 shares were valued at $337.84 per share on February 12, 2026. These values determined the number of shares needed to satisfy the tax obligations.

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

After the reported equity grants and tax-withholding dispositions, Jason Liberty directly owned 309,732 shares of Royal Caribbean common stock. This figure reflects his beneficial ownership following all transactions disclosed in the Form 4 filing for February 2026.

Were the RCL CEO’s Form 4 transactions open-market buys or sells?

The filing shows grants and tax-withholding dispositions, not open-market trades. Shares were acquired through performance share and restricted stock unit awards, while shares were disposed of solely to cover tax liabilities tied to those vesting awards, according to the disclosure.