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 email sent on behalf of Bettina Deynes, Global Chief Human
Resources Officer of Carnival Corporation & plc, to employees participating in the Carnival UK Employee Share Purchase Plan
on December 19, 2025.
Carnival plc
UK ESPP.
Subject: Important Update on Your Carnival UK Employee Share Purchase
Plan (ESPP) Participation—What to Expect (No Action Needed)
Dear Team Member,
As we shared during our quarterly earnings announcement, we are proposing
to simplify our existing Carnival Corporation & plc dual listed company (DLC) arrangement and streamline our legal corporate
structure. Our goal: to move from two separate share listings trading at different prices in New York and London to a single stock
listing on the New York Stock Exchange (NYSE) under Carnival Corporation (with Carnival plc as its wholly owned UK subsidiary) and
one share price globally. We also propose to shift Carnival Corporation's legal incorporation from Panama to Bermuda, a jurisdiction
widely recognized and aligned with international financial standards.
I’m reaching out regarding how this will affect your participation
in the Carnival UK Employee Share Purchase Plan (ESPP).
What this means
These are legal changes that do not affect our core UK operations,
our commitment to the vital UK market, our UK team member roles or employment terms, or our significant corporate presence in Southampton,
which remains the home office of the P&O Cruises and Cunard Cruises brands.
It also does not affect the purpose of the Carnival plc UK ESPP
program, which offers you the opportunity to build ownership in the company through tax-advantaged share purchases so you can participate
directly in the business success you help drive.
You may continue to participate in the UK ESPP and purchase
shares through payroll deductions exactly as you do now.
What to expect
Shareholders will be asked to vote on the proposals at shareholder
meetings planned for April 2026. Once approved and on completion of the unification (expected in 2Q2026), Carnival plc will no longer
be a publicly traded company and will become a subsidiary of Carnival Corporation. As a result, after unification:
| · | Just
like any other shareholder, any Carnival plc shares you currently hold will be exchanged
for Carnival Corporation shares on a one-for-one share exchange basis. |
| · | The
company and our plan administrator will handle the exchange seamlessly. |
| · | The
platform and account you use to view your plan (J.P. Morgan Workplace Solutions portal) will
show all your UK ESPP purchased share holdings as Carnival Corporation shares. |
Looking ahead, all future UK ESPP purchases will be Carnival
Corporation shares instead of Carnival plc shares. In practical terms, you likely won’t notice this difference except that your
share holdings will show as Carnival Corporation shares in your account.
Why the change?
After unification, Carnival plc will no longer have publicly traded
shares, so we’ll use Carnival Corporation shares for all our equity programs. This simplifies things and enables all equity participants
to benefit equally and fully from a single share price globally.
For your convenience, we’ve attached Qs&As with information
about the unification and the Carnival plc UK ESPP. If you have any other questions about your UK ESPP, feel free to email [email]. For
more about the unification, see our information page on our corporate website CarnivalCorp.com/unify.
Thank you for your continued contributions and for doing your part
in driving our collective success.
Sincerely,
Bettina Deynes
Global Chief Human Resources Officer
Carnival Corp. & plc
Carnival Corporation Unifies DLC Arrangement
Q&As: Carnival plc UK ESPP
On December 19, 2025, Carnival Corporation & plc announced
that our Boards of Directors recommend simplifying our existing Carnival Corporation & plc dual listed company (DLC) arrangement
and streamlining our legal corporate structure. Our goal: to move from two separate share listings trading at different prices in New
York and London to a single stock listing on the New York Stock Exchange (NYSE) under Carnival Corporation (with Carnival plc
as its wholly owned UK subsidiary) and one share price globally.
Unification will eliminate the different pricing between the two share
listings, simplify governance, reporting and administrative complexity, reduce costs and is expected to increase our company’s
weighting in key U.S. stock indices. Together, these factors will strengthen our ability to deliver long-term shareholder value while
preserving our core business strategy and key shareholder voting and economic rights.
We also propose to shift Carnival Corporation's legal incorporation
from Panama to Bermuda, a jurisdiction widely recognized and aligned with international financial standards.
Supporting Employee Share Programs
These are legal changes that do not affect our business fundamentals,
including our underlying assets and operations, Board composition, executive leadership team, team member roles or employment terms,
or our commitment to the vital UK market and our Southampton presence. It also does not affect the purpose of our employee equity programs,
which offer you the opportunity to build ownership in the company to participate directly in the business success you help drive.
Qs&As for UK Employee Share Purchase Program (ESPP) Participants
| Q: | What impact does this have on my UK ESPP? |
| A: | The fundamental purpose of the company’s employee share-based
programs will remain unchanged. The most visible change—particularly if you’ve
previously purchased or received Carnival plc shares—is that following unification,
all share awards will be shares in Carnival Corporation (legally incorporated in Bermuda)
rather than Carnival plc shares. All other aspects of the programs, including how they operate,
as well as the timing and process for exercising shares are expected to remain substantially
the same. |
| Q: | Will anything change in how I access/view my UK ESPP account? |
| A: | You may still access your UK ESPP shares and information on the
same administrative platform (JP Morgan Global Shares) you use today. If you currently own
Carnival plc shares, they will be exchanged for Carnival Corporation shares on a one-for-one
share basis following the unification and legal incorporation in Bermuda effective date (expected
to be in 2Q2026). Please see additional details below about your specific UK ESPP. |
If you already own Carnival Corporation shares, you will
continue to hold those existing shares.
| Q: | Will team members who are currently eligible still be able to
participate in an ESPP following the unification? |
| A: | Yes, all team members currently eligible will remain eligible to
participate in the respective employee share purchase plan as they do today. After the unification
and legal incorporation in Bermuda becoming effective (expected to be in 2Q2026), all purchases
will be made and settled in Carnival Corporation shares. |
| Q: | What action do team members who participate in ESPPs need to
take? |
| A: | If you participate in the Carnival plc UK Employee Share Purchase
Plan (UK ESPP)—the tax-advantaged share incentive plan that shoreside UK resident
taxpayer employees are eligible to participate in—no action is needed at this
time. |
| · | If
you currently own Carnival plc shares—ESPP purchases that have been exercised—they
will be exchanged for Carnival Corporation shares on a one-for-one basis following the unification
and legal incorporation in Bermuda becoming effective (expected to be in 2Q2026). |
| · | Your
HR team and the administrator will fully manage the process for you. |
| · | There
is no cost to you for the exchange. |
| · | Following
unification, all purchases will be made and settled in Carnival Corporation shares (legally
incorporated in Bermuda). |
| · | For
more information, email [email]. |
| Q: | Where may I get more information about how unification affects
employee shareholders? |
| A: | Additional details will be included in the shareholder materials
that are expected to be filed with the U.S. Securities and Exchange Commission (SEC) and
made available to all Carnival Corporation and Carnival plc shareholders—including
employee shareholders—in February 2026. You may also visit CarnivalCorp.com/unify
or the Investor Relations section of Carnivalplc.com. |
You may also contact your own tax and financial advisors
for more information.
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.
