Record $1.9B profit as Carnival (NYSE: CCL) moves to redeem 2027 notes

Rhea-AI Filing Summary

Carnival Corporation & plc reported record profitability and moved to reduce debt. The company issued a press release stating it achieved all-time high financial results with net income of $1.9 billion and adjusted net income of $2 billion.

Carnival also issued a redemption notice for the entire outstanding principal of its 5.75% convertible senior notes due 2027, to be redeemed on December 5, 2025 at 100% of principal plus accrued interest. Following the redemption call, holders may convert their notes until December 3, 2025, with a conversion rate of 74.6714 shares per $1,000 principal and an additional 2.5589 shares per $1,000 for conversions during this period. The company expects to pay $500 million in cash under the combination settlement, with any remaining settlement value paid in shares, as part of its strategy to deleverage and reduce interest expense.

Positive

• Record profitability: Carnival reports all-time high financial results with net income of $1.9 billion and adjusted net income of $2 billion, indicating very strong operating performance.
• Deleveraging action: Calling the 5.75% convertible senior notes due 2027 and planning $500 million of cash settlement is explicitly described as part of a strategy to deleverage and reduce interest expense.

Negative

• Potential equity dilution: Combination settlement of the convertible notes includes payment of any remaining settlement value in common shares, so full conversion could increase the share count.
• Significant cash outlay: Assuming full conversion, the company expects to pay $500 million in cash to noteholders, which reduces cash available for other uses even as it lowers future interest expense.

Insights

Credit and capital structure analyst

Record earnings support Carnival’s plan to retire its 2027 convertible notes with a mix of cash and stock.

Carnival Corporation & plc disclosed that it achieved all-time high financial results, with net income of $1.9 billion and adjusted net income of $2 billion. Strong profitability strengthens the balance sheet and provides more flexibility to manage upcoming debt events.

The company has called for redemption of all outstanding 5.75% convertible senior notes due 2027, with redemption on December 5, 2025 at 100% of principal plus accrued interest. Holders can instead convert through December 3, 2025, receiving 74.6714 shares per $1,000 principal plus 2.5589 additional shares because of the redemption call. Assuming full conversion, Carnival expects to pay $500 million in cash, with any remaining settlement amount delivered in common shares.

This step is explicitly framed as part of a strategy to deleverage and reduce interest expense. The actual mix of cash versus shares will depend on noteholder conversion decisions and the market price during the observation period, which will influence both final share issuance and interest savings visible in future reporting periods.

8-K Event Classification

3 items: 2.02, 7.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 29, 2025

Carnival Corporation						Carnival plc
(Exact name of registrant as specified in its charter)						(Exact name of registrant as specified in its charter)
Republic of Panama						England and Wales
(State or other jurisdiction of incorporation)						(State or other jurisdiction of incorporation)
001-9610						001-15136
(Commission File Number)						(Commission File Number)
59-1562976						98-0357772
(IRS Employer Identification No.)						(IRS Employer Identification No.)
3655 N.W. 87th Avenue Miami, Florida 33178-2428						Carnival House, 100 Harbour Parade Southampton SO15 1ST, United Kingdom
(Address of principal executive offices) (Zip Code)						(Address of principal executive offices) (Zip Code)
(305) 599-2600						011 44 23 8065 5000
(Registrant’s telephone number, including area code)						(Registrant’s telephone number, including area code)
None						None
(Former name or former address,  if changed since last report.)						(Former name, former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock ($0.01 par value)			CCL			New York Stock Exchange, Inc.
Ordinary Shares each represented by American Depositary Shares ($1.66 par value) Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust			CUK			New York Stock Exchange, Inc.
1.000% Senior Notes due 2029			CUK29			New York Stock Exchange LLC

Indicate by check mark whether the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter).

Emerging growth companies ☐

If emerging growth companies, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On September 29, 2025, Carnival Corporation & plc issued a press release entitled “CARNIVAL CORPORATION & PLC ACHIEVES ALL-TIME HIGH FINANCIAL RESULTS WITH NET INCOME OF $1.9 BILLION (ADJUSTED NET INCOME OF $2 BILLION).” A copy of this press release is furnished as Exhibit 99.1 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of either Carnival Corporation or Carnival plc, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Section 7 - Regulation FD Disclosure

Item 7.01 - Regulation FD Disclosure.

On September 29, 2025, pursuant to the indenture, dated as of November 18, 2022 (the “Convertible Notes Indenture”), by and among Carnival Corporation (the “Company”), Carnival plc, the other guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, the Company issued a notice of redemption for the entire outstanding principal amount of its 5.75% convertible senior notes due 2027 (the “Convertible Notes”) to be redeemed on December 5, 2025 (the “Redemption Date”) at a redemption price equal to 100.0% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date.

As a result of the Company’s call for redemption of the Convertible Notes, the Convertible Notes are convertible, at the option of the holder, at any time prior to 5:00 p.m., New York City time, on December 3, 2025, the second scheduled trading day immediately preceding the Redemption Date (the “Conversion Period”).

On September 26, 2025, the Conversion Rate (as defined in the Convertible Notes Indenture) of the Convertible Notes was 74.6714 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes. Because of the Company’s call for redemption of the Convertible Notes, holders of the Convertible Notes electing to convert their Convertible Notes during the Conversion Period are entitled to 2.5589 additional shares of the Company’s common stock per $1,000 principal amount of Convertible Notes converted.

The settlement method for the Convertible Notes surrendered for conversion will be Combination Settlement (as defined in the Convertible Notes Indenture), with a Specified Dollar Amount (as defined in the Convertible Notes Indenture) of $442.0960 per $1,000 principal amount of Convertible Notes and the remainder settled in shares of the Company’s common stock in accordance with the terms of the Convertible Notes Indenture. Assuming all of the Convertible Notes are converted, the total amount of cash paid to the holders will be $500 million. Pursuant to the terms of the Convertible Notes Indenture, the total number of shares of the Company’s common stock to be issued will depend on the market price of the Company’s common stock during the observation period that will be used to determine the total settlement amount.

This redemption is a continuation of the Company’s strategy to deleverage and reduce interest expense. This current report does not constitute a notice of redemption with respect to the Convertible Notes.

The Company is furnishing the information in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press release, dated September 29, 2025 (furnished pursuant to Item 2.02).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CARNIVAL CORPORATION

CARNIVAL PLC

By:

/s/ David Bernstein

By:

/s/ David Bernstein

Name:

David Bernstein

Name:

David Bernstein

Title:

Chief Financial Officer and Chief Accounting Officer

Title:

Chief Financial Officer and Chief Accounting Officer

Date:

September 29, 2025

Date:

September 29, 2025

FAQ

What key financial results did Carnival (CCL) report in this filing?

Carnival Corporation & plc reported achieving all-time high financial results, with net income of $1.9 billion and adjusted net income of $2 billion, as described in a press release furnished with the report.

What is Carnival (CCL) doing with its 5.75% convertible senior notes due 2027?

The company issued a notice of redemption for the entire outstanding principal of its 5.75% convertible senior notes due 2027, to be redeemed on December 5, 2025 at 100% of principal plus accrued and unpaid interest.

When can Carnival’s convertible noteholders choose to convert instead of being redeemed?

Holders may convert their notes at their option any time up to 5:00 p.m., New York City time, on December 3, 2025, which is the second scheduled trading day immediately before the redemption date.

What conversion terms apply to Carnival’s 5.75% convertible notes during the conversion period?

As of September 26, 2025, each $1,000 principal amount of notes is convertible into 74.6714 shares of common stock. Because of the redemption call, holders converting during the conversion period are entitled to an additional 2.5589 shares per $1,000 principal.

How much cash does Carnival expect to pay if all convertible notes are converted?

Under the combination settlement structure with a specified dollar amount of $442.0960 per $1,000 principal, the company states that, assuming all notes are converted, total cash paid to holders will be $500 million.

Why is Carnival redeeming its 2027 convertible notes?

The company states that redeeming the 5.75% convertible senior notes due 2027 is a continuation of its strategy to deleverage and reduce interest expense.