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 the content of a page on the website of Carnival Corporation
& Carnival plc containing details about the proposed unification and redomiciliation transactions, provided by Carnival Corporation
and Carnival plc on December 19, 2025.
A Unified Corporate Structure
One company. One global share price.
On December 19, 2025, Carnival Corporation & plc announced that
our Boards of Directors recommend simplifying the existing Carnival Corporation & plc structure from a dual listed company (DLC) arrangement
with shares trading separately in New York and London to a single company, Carnival Corporation Ltd, listed solely on the New York Stock
Exchange (NYSE) with Carnival plc as its wholly owned UK subsidiary.
We also recommend a strategic shift of Carnival Corporation’s
place of legal incorporation from Panama to Bermuda, a jurisdiction widely recognized and aligned with international financial standards,
after which Carnival Corporation will be legally registered in Bermuda as Carnival Corporation Ltd.
A Simpler Structure to Reduce Costs and Complexity
Unification will eliminate the different pricing between the two share
listings, simplify governance, reporting and administrative complexity, and is expected to increase our company’s weighting in key
U.S. stock indices and reduce costs – together strengthening our ability to deliver long-term shareholder value while preserving
our core business strategy and key shareholder voting and economic rights.
Benefits of a Simpler Structure
Easier to Understand, Simpler to Operate
One company, one share register and a single global share price. Simplified
governance and reporting and reduced administrative complexity.
A Single Share Price
A single listing on the NYSE benefiting all shareholders equally and
eliminating the current difference in how the shares are priced in the U.S. versus the UK markets.
Increased Weighting
Greater liquidity and increased weighting in major U.S. stock indexes
expected based on a higher market capitalization.
Cost Efficiencies
Reduced administrative, audit, legal and reporting costs expected from
the decreased complexity of maintaining a single listed entity instead of a DLC arrangement.
International Financial Standards
Legal incorporation in Bermuda, a jurisdiction widely recognized and
aligned with international financial standards.
Largest Global Exchange
Listing on the NYSE, the world’s largest stock exchange by total
market capitalization and accessible to most investors worldwide.
What Changes
From:
Two
companies with a DLC arrangement and separate share registers – Carnival Corporation listed on the New York Stock Exchange and
Carnival plc listed on the London Stock Exchange, with Carnival plc American Depositary Shares also listed on the New York Stock Exchange.
To:
A
single company—Carnival Corporation (legally registered as Carnival Corporation Ltd)—with one share register and one global
listing on the New York Stock Exchange benefiting all shareholders equally. Carnival plc will be re-registered as a private company wholly
owned by Carnival Corporation.
Concurrent
Change:
Carnival
Corporation also recommends shifting its place of legal incorporation from Panama to Bermuda, a jurisdiction widely recognized and aligned
with international financial standards, after which Carnival Corporation will be legally registered in Bermuda as Carnival Corporation
Ltd.
What Stays the Same
Unification means:
| · | Same business fundamentals including strategy, underlying assets and
operations |
| · | Same commitment to vital UK market and presence in Southampton |
| · | Same Board composition and executive leadership team |
| · | Same number of shares you hold, in a one-for-one direct exchange |
| · | Same approach to dividends consistent with current Carnival Corporation
approach |
| · | Same shareholder benefit program (onboard credit) |
| · | Same extraordinary guest experience, team member roles and operational
excellence |
The unification and legal incorporation in Bermuda
are expected to preserve key shareholder voting and economic rights.
Share Exchange
Carnival plc shareholders will receive Carnival Corporation (legally
registered in Bermuda) shares on a one-for-one basis. No brokerage fees will be charged to shareholders as part of the exchange.
Key Dates
December
19, 2025
Announcement of unification proposal
February
2026
Additional shareholder materials are expected to be issued to Carnival Corporation and Carnival plc shareholders
April
2026
Shareholder meetings and votes to approve unification & legal incorporation in Bermuda
Q2
2026
Subject to shareholder and regulatory approval, the unification of Carnival Corporation and legal incorporation in Bermuda
is expected to become effective before the end of Q2 2026
Note:
Indicative only. Dates are based on current expectations and are subject to change.
Learn More
Further information on when and how Carnival Corporation & Carnival
plc shareholders may cast their votes and attend the meetings of shareholders will be included in the shareholder materials that Carnival
Corporation & Carnival plc expect to file with the SEC and provide to shareholders. Carnival Corporation is committed to maintaining
strong corporate governance and delivering long-term value to all shareholders.
More information on the proposed unification and legal incorporation
in Bermuda will be included in materials Carnival Corporation and Carnival plc expect to file with the Securities and Exchange Commission
(SEC) and provide to shareholders. The materials will be available without charge on the SEC's website.
For additional information, please visit our Shareholder FAQ.
Additional resources:
| · | Shareholder FAQ |
| · | Proposals Fact Sheet |
| · | Proposals Overview Presentation |
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 on 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 the 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 contain, 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, containing 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 therefore persons in such jurisdictions into
which this communication is released, published or distributed should inform themselves about and observe such restrictions. Any failure
to comply with any such restrictions may constitute a violation of the securities laws 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 solicitation of any vote or approval, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended. This communication shall not constitute or form the basis of, and should not
be relied on in connection with, any contract or investment 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 employees 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 and Carnival plc’s directors and executive officers is available
in Carnival Corporation’s and Carnival plc’s joint Annual Report on Form 10-K for the year ended November 30, 2024 and Carnival
Corporation’s and Carnival plc’s joint proxy statement, dated February 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 Corporation’s directors or executive officers or Carnival plc’s securities by Carnival
plc’s directors or executive officers from the amounts described in Carnival Corporation’s and Carnival plc’s 2025 joint
proxy statement have been reflected in Statements of Change 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 interests 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 expectations 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 each 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. There are a number of important factors that could cause actual results or events to differ materially from those
indicated by such forward looking statements, including: the ability to obtain governmental and court approvals of the transactions on
the proposed terms 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 achieve 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 Annual
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 statements as a result of developments
occurring after the date hereof is hereby disclaimed.
