Carnival Corporation (NYSE: CCL) outlines unification and redomiciliation plan
Rhea-AI Filing Summary
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.
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Insights
Carnival plans to collapse its dual-listed structure into a single NYSE-listed parent with expected liquidity and governance benefits.
The companies propose moving from a dual-listed structure, with separate Carnival Corporation and Carnival plc listings, to a single listed entity, Carnival Corporation, on the NYSE, with Carnival plc becoming a wholly owned UK subsidiary legally registered as Carnival Corporation Ltd. This would consolidate trading into one exchange, one share price, and one share register.
The companies state that they believe the new structure will provide greater liquidity, increased weighting in major U.S. stock indexes, streamlined governance and reporting, and reduced administrative costs. These stated benefits depend on successful completion of the unification and redomiciliation transactions and on shareholder approvals and regulatory and court clearances described in the forward-looking statements and risk disclosures.
The transactions will be submitted to shareholders via a Registration Statement on Form S-4 and a joint Proxy Statement/Prospectus, which will contain detailed terms and risk factors. The outcome will depend on shareholder votes of Carnival Corporation and Carnival plc, as well as governmental and court approvals described in the cautionary statements.
Filed by Carnival Corporation
Pursuant to Rule 425 under the Securities Act of 1933,
as amended
and deemed filed
pursuant to Rule 14a-12 under the Securities Exchange
Act of 1934, as amended
Commission File No.: 001-9610
The following is an excerpt relating to the proposed unification and redomiciliation transactions taken from the investor presentation used during Carnival Corporation and Carnival plc’s joint earnings conference call held on December 19, 2025.
1 Recommended Simplification of the Corporate Structure From: Dual Listed Company (DLC) Two companies: Carnival Corporation (NYSE) Carnival plc (LSE; NYSE) Two different stock exchanges and share prices Two share registers One company: Carnival Corporation (NYSE) (1) (With Carnival plc as wholly owned UK subsidiary) One stock exchange listing and unified share price One share register The company believes this will lead to greater liquidity, increased weighting in major U.S. stock indexes, streamlined governance and reporting, and reduced administrative costs To: Unified Listing (1) Legally registered as Carnival Corporation Ltd.
2 Additional Information on Recommended Simplification of Corporate Structure Important Information for Investors and Stockholders In connection with the proposed unification and redomiciliation transactions, Carnival Corporation plans to file with the Securities and Exchange Commission (“SEC”) a Registration Statement o n Form S - 4, containing a Proxy Statement/Prospectus relating to the proposed transactions (collectively, the “Proxy Statement”), and Carnival plc plans to file the Proxy Statement with t he SEC. Investors and securityholders of Carnival Corporation and Carnival plc are urged to read the Registration Statement, the Proxy Statement and any other relevant documents filed with the SEC when they are available, because they contain, or will co nta in, important information about Carnival Corporation and Carnival plc, the proposed transactions and related matters. The final Proxy Statement will be mailed to shareholders of Carnival Corporation and Carnival plc. Investors and securityholders of Carnival Corporation and Carnival plc will be able to obtain copies of the Registration Statement and the Proxy Statement, when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, co ntaining information about Carnival Corporation and Carnival plc, without charge, at the SEC’s website (http://www.sec.gov). The release, publication or distribution of this communication in certain jurisdictions may be restricted by law and therefor e p ersons in such jurisdictions into which this communication is released, published or distributed should inform themselves abo ut and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities law s of any such jurisdiction. No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitati on of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or s ale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities sh all be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Thi s communication shall not constitute or form the basis of, and should not be relied on in connection with, any contract or inve stm ent decision in relation to the securities of Carnival Corporation or Carnival plc or any other entity. Participants in the Solicitation Carnival Corporation, Carnival plc and their respective directors and executive officers and other members of management and emp loyees may be deemed to be participants in the solicitation of proxies from Carnival Corporation’s and Carnival plc’s shareholders in respect of the proposed transactions under the rules of the SEC. Information regarding Carnival Corporation’s an d Carnival plc’s directors and executive officers is available in Carnival Corporation’s and Carnival plc’s joint Annual Repo rt on Form 10 - K for the year ended November 30, 2024 and Carnival Corporation’s and Carnival plc’s joint proxy statement, dated Feb ruary 28, 2025, for its 2025 annual meeting of stockholders, which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of Carnival Corporation’s securities by Carnival Cor por ation’s directors or executive officers or Carnival plc’s securities by Carnival plc’s directors or executive officers from t he amounts described in Carnival Corporation’s and Carnival plc’s 2025 joint proxy statement have been reflected in Statements o f C hange in Ownership on Form 4 filed with the SEC subsequent to the filing date of Carnival Corporation’s and Carnival plc’s 2025 joint proxy statement and are available at the SEC’s website at www.sec.gov. Additional information regarding the intere sts of such participants will be included in the Registration Statement, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. Cautionary Statement Regarding Forward - Looking Information This communication contains statements herein regarding the proposed unification and redomiciliation transactions, future financial and operating results, benefits of the transactions and any other statements about future expe ct ations that constitute forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements in this communication, other than statements of historical fact, are forward - looking statements that may be identified by the use of words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in ea ch case, their negative or other various or comparable terminology. Such forward - looking statements are based upon current beliefs, expectations and discussions related to the proposed unification and redomiciliation transactions and are subject to significant risks and uncertainties that could cause actual results to differ materially from the results expressed in such statements. T her e are a number of important factors that could cause actual results or events to differ materially from those indicated by su ch forward looking statements, including: the ability to obtain governmental and court approvals of the transactions on the proposed ter ms and schedule, the failure of Carnival Corporation and Carnival plc shareholders to approve the transactions, the effects of industry, market, economic, political or regulatory conditions outside of the parties’ control and the parties’ ability to ac hie ve the benefits from the proposed transactions. Additional factors that may affect future results are contained in Carnival Corporation’s and Carnival plc’s filings with the SEC, including Carnival Corporation’s and Carnival plc’s most recent joint Ann ual Report on Form 10 - K, as it may be updated from time to time by quarterly reports on Form 10 - Q and current reports on Form 8 - K, all of which are available at the SEC’s website http://www.sec.gov. The information set forth herein speaks only as of the date hereof, and, except to the extent legally required, any intention or obligation to update any forward - looking statemen ts as a result of developments occurring after the date hereof is hereby disclaimed.
FAQ
What corporate change is Carnival Corporation (CCL) proposing in this communication?
Carnival Corporation and Carnival plc describe a recommended simplification of their corporate structure, moving from a dual-listed company model with two separately listed parents to one company, Carnival Corporation, listed on the NYSE, with Carnival plc becoming a wholly owned UK subsidiary legally registered as Carnival Corporation Ltd.
How would the proposed structure affect Carnival Corporation (CCL) and Carnival plc share listings?
Under the proposal, there would be one stock exchange listing, on the NYSE, and a unified share price, instead of separate listings and prices for Carnival Corporation and Carnival plc. There would also be one share register rather than two.
What benefits do Carnival Corporation and Carnival plc expect from simplifying the corporate structure?
The companies state that they believe the unified structure will lead to greater liquidity, an increased weighting in major U.S. stock indexes, streamlined governance and reporting, and reduced administrative costs.
What filings will Carnival Corporation (CCL) make in connection with the unification and redomiciliation?
Carnival Corporation plans to file a Registration Statement on Form S-4 containing a Proxy Statement/Prospectus relating to the proposed transactions, and Carnival plc plans to file the Proxy Statement with the SEC. The final Proxy Statement will be mailed to shareholders of both companies.
Will shareholders of Carnival Corporation and Carnival plc vote on the proposed unification?
Yes. The communication explains that proxies will be solicited from shareholders of Carnival Corporation and Carnival plc in respect of the proposed transactions, and details of the proposals and participants in the solicitation will be included in the Registration Statement and Proxy Statement.
Does this communication constitute an offer to sell Carnival Corporation (CCL) or Carnival plc securities?
No. The communication explicitly states that it does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, and that no offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.
What risks and uncertainties are highlighted regarding Carnival’s proposed unification and redomiciliation?
The forward-looking statements section notes that outcomes may differ due to factors including the ability to obtain governmental and court approvals, potential failure of shareholders to approve the transactions, and the effects of industry, market, economic, political or regulatory conditions, as well as the ability to achieve the anticipated benefits of the transactions.
