Carnival Corp SEC Filings

Carnival Corporation & plc files its annual report describing a dual‑listed structure that operates as a single cruise enterprise across eight major brands and a leading Alaska tour business. The company highlights several years of strong performance that reduced debt, achieved double‑digit adjusted return on invested capital, surpassed an investment‑grade leverage threshold and led to reinstating its dividend.

Carnival plans to unify under a single Bermuda‑incorporated parent listed only on the NYSE, with Carnival plc becoming a wholly owned UK subsidiary and plc shareholders receiving Carnival Corporation shares one‑for‑one, subject to shareholder, regulatory and UK court approvals. The filing also details a large, globally diversified fleet, newbuild orders through 2033, growing proprietary destinations such as Celebration Key and Half Moon Cay, and extensive disclosures on risk factors, regulation, taxation and long‑term sustainability goals, including an aspiration for net‑zero ship emissions by 2050.

Carnival Corporation and Carnival plc discuss a recommended simplification of their corporate structure through proposed unification and redomiciliation transactions. Management indicates the change is expected to generate cost savings of a few million dollars upfront and a few million on an ongoing basis, with a payback period of just less than two years, while also streamlining reporting and simplifying governance.

Carnival Corporation plans to file a Registration Statement on Form S-4 containing a joint Proxy Statement/Prospectus for the proposed transactions, and Carnival plc plans to file the Proxy Statement with the SEC. Investors are urged to read these materials when available, as they will contain important information, and the communication is explicitly not an offer or solicitation. The companies also highlight forward-looking statement risks, including required governmental, court and shareholder approvals and broader industry and market conditions.

Carnival Corporation and Carnival plc plan a major simplification of their corporate structure. The dual-listed company framework would be unified into a single company, Carnival Corporation, listed only on the New York Stock Exchange, with Carnival plc becoming a wholly owned UK subsidiary.

Carnival plc shareholders would receive Carnival Corporation shares on a one-for-one basis, and Carnival plc shares and American Depositary Receipts would be de-listed from the London and New York stock exchanges. Carnival Corporation also proposes changing its place of incorporation from Panama to Bermuda under the name Carnival Corporation Ltd., while stating there will be no material changes to business strategy, assets, operations or its commitment to the UK market.

The company expects the unification and Bermuda incorporation to preserve key shareholder voting and economic rights and believes the structure will create a single global share price, streamline governance, reduce administrative costs and potentially increase liquidity and index weighting. These proposals require shareholder, regulatory and UK court approvals, with shareholder materials expected in February 2026, meetings planned for April 2026 and targeted completion in the second quarter of 2026.

Carnival Corporation and Carnival plc outline a plan to simplify their corporate structure by moving from a dual-listed company model to a single listed company. Under the proposal, Carnival Corporation would become the sole public parent company listed on the NYSE, with Carnival plc becoming its wholly owned UK subsidiary, legally registered as Carnival Corporation Ltd. This is expected to result in one stock exchange listing, a unified share price, and a single share register. The companies state that this structure is believed to lead to greater liquidity, a higher weighting in major U.S. stock indexes, streamlined governance and reporting, and lower administrative costs. The proposed unification and redomiciliation will be detailed in a Registration Statement on Form S-4 and a joint Proxy Statement/Prospectus to be filed with the SEC, and shareholders of both companies will be asked to vote on the transactions.

Carnival Corporation & plc is proposing to unify its dual listed company structure into a single share listing on the New York Stock Exchange under Carnival Corporation, with Carnival plc becoming its wholly owned UK subsidiary. As part of the same project, Carnival Corporation also proposes changing its place of incorporation from Panama to Bermuda.

The company states that unification is intended to remove pricing differences between the New York and London listings, simplify governance and reporting, reduce costs and is expected to increase its weighting in key U.S. stock indices. For employees, outstanding equity awards under the Carnival Corporation 2020 Stock Plan will continue on the same terms, with only a slight one-time delay to the 2026 annual grant and a one-for-one exchange of unvested Carnival plc 2024 plan awards into Carnival Corporation awards after completion.

Carnival Corporation & plc describes a proposed plan to simplify its dual listed company structure by moving from separate listings in New York and London to a single stock listing on the NYSE under Carnival Corporation, with Carnival plc becoming its wholly owned UK subsidiary. The company also proposes shifting Carnival Corporation’s legal incorporation from Panama to Bermuda, described as aligned with international financial standards.

The message emphasizes that these are legal and listing changes that do not affect business fundamentals, UK operations, employment terms or the purpose of employee share programs. For participants in the Carnival plc 2005 Employee Stock Purchase Plan, the company states that, with minor administrative adjustments, they can continue to buy discounted company stock. Shareholders are expected to vote on the proposals at meetings planned for April 2026, with unification targeted for completion in 2Q2026, and Carnival plans to file a Form S-4 with a proxy statement/prospectus related to the transactions.

Carnival Corporation & plc is proposing to unify its dual listed company structure into a single share listing on the New York Stock Exchange under Carnival Corporation, with Carnival plc becoming its wholly owned UK subsidiary. The group also plans to change Carnival Corporation’s place of incorporation from Panama to Bermuda, a jurisdiction described as widely recognized and aligned with international financial standards.

Shareholders of both companies are expected to vote on these proposals at meetings planned for April 2026, with completion of the unification targeted for 2Q2026. For UK Employee Share Purchase Plan participants, the program continues as before, but future purchases will be in Carnival Corporation shares instead of Carnival plc shares, with no change to UK roles, employment terms, or the company’s Southampton presence.

Carnival Corporation & plc outlines how its proposed unification of the dual listed company structure and redomiciliation will affect employees holding Carnival plc equity awards. The company plans to move to a single stock listing on the NYSE under Carnival Corporation, with Carnival plc becoming a wholly owned UK subsidiary, and to change Carnival Corporation’s place of incorporation from Panama to Bermuda. The message emphasizes that UK operations, roles, employment terms and the purpose of the equity incentive programs remain unchanged, and that awards vesting before May 2026 will continue to settle in Carnival plc shares.

After shareholder votes planned for April 2026 and completion of the unification expected in 2Q2026, all equity programs globally are expected to use Carnival Corporation shares. Outstanding unvested awards under the Carnival plc 2024 Employee Share Plan will be exchanged on a one-for-one basis for awards under the Carnival Corporation 2020 Stock Plan with the same award type, number of units, vesting schedule and terms, but settling in Carnival Corporation shares. The company states that unification is expected to simplify governance and administration, reduce costs and increase its weighting in key U.S. stock indices, while preserving its core business strategy and shareholder rights.

Carnival Corporation & plc describes plans for proposed unification and redomiciliation transactions and explains how investors will receive detailed information. The company intends to file a Registration Statement on Form S-4 with a combined Proxy Statement/Prospectus, and Carnival plc will also file the Proxy Statement, which will be sent to shareholders and made available on the SEC’s website. The communication stresses that it is not an offer to sell or solicit securities or votes and should not be used as the basis for investment decisions. It also explains that directors, officers and employees may be deemed participants in the proxy process and outlines forward-looking statement warnings, highlighting that the transactions depend on shareholder, governmental and court approvals and other external conditions.