Form 4: Carnival General Counsel's Equity Vesting & Tax Withholding

Carnival Corp's General Counsel, Enrique Miguez, saw 63,581 performance-based restricted stock units vest, with a portion withheld for taxes.

Summary

• Enrique Miguez, General Counsel of Carnival Corporation, reported transactions involving Common Stock on February 10, 2026.
• A total of 63,581 shares of Common Stock were acquired due to the vesting of performance-based restricted stock units (PBS RSUs) granted in April 2023 under the Carnival Corporation 2020 Stock Plan.
• The performance goals for the 2023-2025 period were achieved at 170.4% of the target amount, leading to the vesting of these shares.
• 25,141 shares were disposed of (withheld by the Issuer) at a price of $33.2151 per share to cover taxes associated with the vesting of performance-based restricted stock units.
• An additional 2,098 shares were disposed of (withheld by the Issuer) at a price of $33.2151 per share to cover taxes associated with the vesting of time-based restricted stock units.
• Following these transactions, Enrique Miguez beneficially owns 161,900 shares of Common Stock directly.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively due to the significant achievement of performance goals (170.4% of target) for executive compensation, indicating strong company performance during the incentive period.

Positives

• The vesting of 63,581 performance-based restricted stock units indicates the achievement of pre-established company performance goals.
• Performance goals for the 2023-2025 period were achieved at 170.4% of target, demonstrating strong operational or financial results that exceeded initial expectations for the incentive period.

Negatives

• A total of 27,239 shares were withheld by the Issuer to cover tax obligations related to the vesting of both performance-based and time-based restricted stock units, reducing the direct shareholding.

Future Outlook

This filing does not contain specific forward-looking statements or guidance regarding future company performance or strategic initiatives, focusing solely on past executive compensation events.

Industry Context

StockSavvy.ai notes that performance-based restricted stock units are a common component of executive compensation packages in the cruise and broader leisure industry, designed to align management incentives with long-term shareholder value creation. The achievement of performance targets, especially exceeding them at 170.4%, is generally viewed positively as it reflects the company's success in meeting its internal operational and financial objectives during the performance period.

Comparison to Industry Standards

• Performance-based restricted stock units (RSUs) are a standard component of executive compensation packages across various industries, including the cruise and leisure sector, utilized by peers such as Royal Caribbean Group (RCL) and Norwegian Cruise Line Holdings Ltd. (NCLH).
• The achievement of 170.4% of target performance goals for the 2023-2025 period for these RSUs indicates strong internal performance relative to pre-established metrics, which is generally considered a positive outcome for such incentive plans.
• While specific performance metrics for Carnival's peers are not detailed in this filing, the high achievement percentage suggests effective goal setting and execution within Carnival Corporation's compensation framework, aligning executive incentives with company performance, a practice consistent with global benchmarks for robust corporate governance and executive motivation.

Stakeholder Impact

• Shareholders: The high achievement of performance goals for executive compensation suggests strong company performance, which is generally beneficial for shareholder value.
• Employees: While not directly impacted by this specific filing, strong company performance can positively influence employee morale and future incentive programs.

Key Dates

Keywords

Carnival Corporation, CCL, Form 4, Insider Transaction, Restricted Stock Units, Executive Compensation, Stock Vesting, Enrique Miguez