Carnival Corporation (NYSE: CCL) details plans for unification and redomiciliation

Rhea-AI Filing Summary

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.

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 from an email from Josh Weinstein, Chief Executive Officer of Carnival Corporation & plc, sent to employees of Carnival Corporation and Carnival plc on December 19, 2025.

 

SUBJECT: Message from Josh Weinstein: 4Q & FY 2025 Earnings

· Unifying our structure to unlock more value. While our teams keep enchanting guests and breaking records, we’re also taking smart steps behind the scenes to help us further elevate our business. We’re proposing to simplify our corporate structure by unifying our dual-listed company (DLC) framework into a single NYSE listing—with one global share price—under Carnival Corporation, with Carnival plc as our UK subsidiary. We also plan to shift our legal incorporation from Panama to Bermuda, a respected international financial hub. These updates will streamline our legal structure and cut administrative costs, but they won’t change how we operate or how you do your job. All ships, brands, leaders, roles and commitments continue business as usual. HR will keep equity program participants updated, and you can learn more at CarnivalCorp.com/unify¹.

¹ The information contained on our website is not incorporated into this document.

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.

FAQ

What transaction is Carnival Corporation (CCL) discussing in this communication?

The communication discusses proposed unification and redomiciliation transactions involving Carnival Corporation and Carnival plc. It explains that more detailed information about these proposed transactions will be provided through a Registration Statement on Form S-4 and a Proxy Statement/Prospectus to be filed with the SEC.

What SEC filings will Carnival Corporation (CCL) and Carnival plc make for the proposed transactions?

Carnival Corporation plans to file a Registration Statement on Form S-4 containing a Proxy Statement/Prospectus relating to the proposed unification and redomiciliation transactions, and Carnival plc plans to file the same Proxy Statement with the SEC. The final Proxy Statement will be mailed to shareholders and will also be available on the SEC’s website.

Does this Carnival (CCL) communication represent an offer to sell securities or solicit votes?

No. The communication clearly states that it does not constitute an offer or solicitation to sell or buy any securities or to solicit any vote or approval. It notes that any offer of securities will only be made by means of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933.

How can Carnival Corporation and Carnival plc investors access the proxy materials?

Investors and securityholders will be able to obtain copies of the Registration Statement, Proxy Statement and other SEC filings without charge at the SEC’s website at http://www.sec.gov. The final Proxy Statement will also be mailed to shareholders of Carnival Corporation and Carnival plc.

Who may be considered participants in the proxy solicitation for Carnival (CCL)?

The communication notes that Carnival Corporation, Carnival plc, their directors, executive officers, other management and employees may be deemed participants in the solicitation of proxies regarding the proposed transactions. Information about these individuals is available in the companies’ joint Annual Report on Form 10-K for the year ended November 30, 2024 and their 2025 joint proxy statement.

What forward-looking risks does Carnival (CCL) highlight about the proposed unification and redomiciliation?

The communication includes a forward-looking statements disclaimer, noting that actual results may differ due to factors such as the ability to obtain governmental and court approvals, shareholder approvals, and the effects of industry, market, economic, political or regulatory conditions. It also refers readers to Carnival’s joint Annual Report on Form 10-K and subsequent Forms 10-Q and 8-K for additional risk factors.