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 holding Carnival Corporation equity awards on December 19,
2025.
Carnival
Corporation 2020 Equity Incentive Program
Subject: Important
Update on Your Carnival Corp 2020 Stock Plan Equity Incentive Awards—What to Expect (No Action Needed)
Dear Team Member,
As we shared during our quarterly earnings announcement, we are proposing
to simplify our 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.
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.
I’m reaching out to confirm that—for participants in the
Carnival Corporation 2020 Stock Plan—this unification will have no impact to your outstanding equity incentive awards
or how the plan operates. Your awards will continue to be granted and administered as they are today, with the same terms and vesting
schedules.
The only change for 2026 is a slight adjustment to the annual grant
date:
| · | For 2026 only, the annual grant—which typically occurs
each April—will be delayed slightly to take place under the new unified structure. |
| · | This shift does not affect the regular April vesting and
release timing, nor does it affect future annual grant timing after 2Q2026. |
For your convenience, we’ve attached Qs&As
with information about the unification and the Carnival Corporation Equity Incentive plan. If you have any other questions about your
equity grants, feel free to reach out to the Carnival Corporation & plc Global Equity team at [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 Equity Incentive
Program
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-based programs,
which offer you the opportunity to build ownership in the company to participate directly in the business success you help drive.
| Q: | What impact does this have on stock-based employee incentive plans? |
| A: | The fundamental purpose of the company’s employee stock-based incentive program will remain unchanged. The most visible change—particularly
if you’ve previously 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, including how the programs operate and
pay out in EquatePlus, as well as the timing and process for share vesting are expected to remain substantially the same. |
For 2026 only, the annual grant—which typically occurs
each April—will be delayed slightly to take place under the new unified structure. This shift does not affect the regular April
vesting and release timing, nor does it affect future annual grant timing after 2Q2026.
| Q: | Will anything change in how I access/view my equity incentive awards and related shares? |
| A: | You may still access your shares—both vested and unvested—on EquatePlus, just like you do 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). If you own Carnival Corporation shares, you will continue to
hold your existing shares. |
| Q: | How will this impact outstanding unvested equity awards under the Carnival plc 2024 Employee Share Plan? |
| A: | Any outstanding unvested Carnival plc equity awards scheduled to vest prior to the unification and legal incorporation in Bermuda
becoming effective (expected to be in 2Q2026) will be settled in Carnival plc shares. |
Following the unification, any outstanding unvested equity
awards under the Carnival plc 2024 Employee Share Plan will be replaced with awards and grant agreements under the Carnival Corporation
2020 Stock Plan on an equivalent basis (one-for-one share unit exchange basis). The type of awards, number of units, timing of vesting
and other terms won’t change. The only difference will be that shares will be settled in Carnival Corporation shares upon release.
| Q: | How will new equity incentive awards be handled going forward? |
| A: | Very little will change. The fundamental purpose of the company’s employee stock-based incentive program will remain the same.
The most visible change—particularly if you’ve previously 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,
including how the programs operate and pay out in EquatePlus, as well as the timing and process for share vesting are expected to remain
substantially the same. |
For 2026 only, the annual grant—which typically occurs
each April—will be delayed slightly to take place under the new unified structure. This shift does not affect the regular April
vesting and release timing, nor does it affect future annual grant timing after 2Q2026.
| Q: | Will team members who are currently eligible to participate in equity incentive award programs still be able to participate following
the unification? |
| A: | No changes to eligibility are expected as a result of unification. |
| Q: | What actions do equity incentive program participants need to take? |
| A: | No action is needed by Carnival Corporation equity incentive program participants. |
| · | For outstanding Carnival Corporation grants, nothing changes. |
| · | Outstanding Carnival plc grants will be replaced with Carnival Corporation grants following the unification and legal incorporation
in Bermuda becoming effective. |
| o | Your HR team and the administrator will fully manage the process for you. |
| o | There is no cost to you for the exchange. |
| · | For more information contact the Carnival Corporation & plc Global Equity team at [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.
