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[Form 4] Royal Caribbean Group Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Richard D. Fain, a director of Royal Caribbean Cruises Ltd. (RCL), reported multiple sales of common stock executed on 08/06/2025. The filing lists a sale of 6,985 shares at a weighted-average price of $310.65 (actual prices ranged $310.22–$310.99), a sale of 8,980 shares at a weighted-average price of $311.30 (actual prices ranged $311.02–$311.965), and a sale of 35 shares at $312.06.

The Form 4 shows successive reported beneficial-ownership totals of 159,306, 150,326 and 150,291 shares after those transactions. It also reports indirect holdings of 210,706 shares held by Monument Capital Corporation as nominee for family trusts, 5,500 shares held by The Montana Trust, and 70,247 shares held by the Richard Fain Family Trust. Footnotes disclaim some beneficial ownership and note the seller will provide detailed per-price information on request.

Positive

  • None.

Negative

  • None.

Insights

TL;DR Director Richard Fain executed multiple sales on 08/06/2025 but retains substantial family-related holdings.

The transactions disclosed are specific dispositions of common stock reported on a Form 4: 6,985 shares at a weighted-average $310.65, 8,980 shares at a weighted-average $311.30, and 35 shares at $312.06. The filing lists post-transaction beneficial-ownership figures in the 150k+ range and significant indirect holdings through Monument Capital, The Montana Trust, and the Richard Fain Family Trust. From a trading-impact perspective, these are clear, itemized sales rather than an acceleration of dilution or issuance; the filing includes standard footnote disclaimers about indirect ownership and availability of per-price details.

TL;DR Insider selling is disclosed transparently; continued large indirect holdings reduce immediate governance red flags.

The Form 4 provides full disclosure of multiple sales executed the same day with weighted-average prices and price ranges. The reporting person retains material indirect stakes via named trusts and a nominee, which the filing explicitly documents and disclaims in part. The disclosure appears complete for Section 16 purposes and includes the reporting-person undertaking to provide detailed per-price information on request, a common compliance step.

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*
Fain Richard D

(Last) (First) (Middle)
C/O 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025
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 08/06/2025 S 6,985(1) D $310.65 159,306 D
Common Stock 08/06/2025 S 8,980(2) D $311.3 150,326 D
Common Stock 08/06/2025 S 35 D $312.06 150,291 D
Common Stock 210,706 I See Footnotes.(3)(4)
Common Stock 5,500 I See Footnotes.(3)(5)
Common Stock 70,247 I Richard Fain Family Trust
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 August 6, 2025. The actual sale prices ranged from a low of $310.22 to a high of $310.99. 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 range.
2. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on August 6, 2025. The actual sale prices ranged from a low of $311.02 to a high of $311.965. 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 range.
3. The reporting person disclaims beneficial ownership of some or all of these shares.
4. Shares owned by Monument Capital Corporation as nominee for various trusts primarily for the benefit of certain members of the Fain family.
5. Shares owned by The Montana Trust primarily for the benefit of certain members of the Fain family.
Remarks:
/s/ Indira Sordo, Attorney-in-Fact for Richard D. Fain 08/08/2025
** 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 Richard Fain report on Form 4 for RCL?

The Form 4 reports sales on 08/06/2025 of 6,985 shares at a weighted-average of $310.65, 8,980 shares at a weighted-average of $311.30, and 35 shares at $312.06.

How many shares does Richard Fain still beneficially own according to the filing?

The filing shows post-transaction reported beneficial-ownership totals of 159,306, 150,326, and 150,291 shares following each reported sale, and indirect holdings of 210,706, 5,500, and 70,247 shares attributed to family trusts and a nominee.

Does the Form 4 provide price ranges for the trades?

Yes. Footnotes state the actual sale prices for the 6,985-share series ranged $310.22–$310.99 and for the 8,980-share series ranged $311.02–$311.965.

Are there any disclaimers about beneficial ownership in the filing?

Yes. The reporting person disclaims beneficial ownership of some or all of certain shares and identifies holdings held by Monument Capital Corporation and trusts for the benefit of family members.

Will more detailed execution data be provided?

The reporting person undertakes to provide upon request to the SEC staff or a Royal Caribbean security holder full information regarding the number of shares sold at each price within the stated ranges.
Royal Caribbean Group

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72.65B
271.98M
0.25%
90.98%
4.28%
Travel Services
Water Transportation
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United States
MIAMI