Carnival Corporation Ltd. (NYSE: CCL) completes dual listing unification and Bermuda move
Rhea-AI Filing Summary
Carnival Corporation Ltd. has unified its prior dual listed structure into a single company and redomiciled from Panama to Bermuda. Carnival plc is now a wholly owned UK subsidiary, and its London and NYSE listings have been cancelled. Each Carnival plc shareholder subject to the scheme will receive one Carnival Corporation Ltd. common share for each Carnival plc ordinary share, and outstanding ADSs have been exchanged one-for-one into Carnival Corporation Ltd. common shares. The new common shares continue to trade on the NYSE under the CCL symbol. The company states that a single share structure and Bermuda domicile are expected to streamline governance and reporting, reduce administrative costs and support higher trading liquidity and index weighting.
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Insights
Carnival collapses dual listing into a single Bermuda company, aiming for simpler governance and improved liquidity.
Carnival Corporation Ltd. has completed the unification of its dual listed structure, with Carnival plc becoming a UK subsidiary and all plc shareholders and ADS holders receiving one NYSE-listed common share per prior security. This creates a single equity line under the CCL symbol.
The company highlights expected benefits: a single global share price, streamlined governance and reporting, reduced administrative costs and potentially higher liquidity and index weighting. These are structural, rather than operational, changes and may influence how global investors access the stock.
Regulatory and legal frameworks also shift. Shareholder rights for the parent are now governed by Bermuda law and new constitutional documents, while Carnival plc will delist, deregister with the SEC and re-register as a UK private limited company following completion.
8-K Event Classification
Key Figures
Key Terms
dual listed company structure financial
Redomiciliation regulatory
Scheme of Arrangement regulatory
Section 3(a)(10) regulatory
Memorandum of Continuance regulatory
Bye-Laws regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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:
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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).
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Introductory Note
On May 7, 2026, Carnival Corporation and Carnival plc completed the unification of their dual listed company structure under a single company, Carnival Corporation Ltd., with Carnival plc as a UK subsidiary of Carnival Corporation Ltd. (the “DLC Unification”). In addition, Carnival Corporation also migrated its jurisdiction of incorporation from the Republic of Panama to Bermuda and changed its name to “Carnival Corporation Ltd.” (the “Redomiciliation” and, together with the DLC Unification, the “DLC Unification and Redomiciliation Transactions”), in accordance with the terms of the Unification Agreement, dated February 20, 2026 (the “Unification Agreement”), between Carnival Corporation and Carnival plc.
As a result of the Redomiciliation, the shares of common stock of Carnival Corporation held by Carnival Corporation stockholders prior to the DLC Unification and Redomiciliation Transactions represent the same number of common shares, par value $0.01 per share, of Carnival Corporation Ltd. (each, a “Common Share”). The Common Shares are listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “CCL.”
The listing of Carnival plc’s ordinary shares, $1.66 par value per share (the “Carnival plc Shares”), on the Official List of the UK Financial Conduct Authority (the “FCA”) and the admission to trading of the Carnival plc Shares on the London Stock Exchange (the “LSE”) were cancelled on May 7, 2026. Carnival plc also intends to deregister its securities pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as promptly as practicable following the delisting of Carnival plc securities from the NYSE. Following such deregistration, Carnival plc will no longer be required under Securities and Exchange Commission (“SEC”) rules and regulations to file periodic reports with the SEC in respect of such securities. Carnival plc will be re-registered as a private limited company shortly after the completion of the DLC Unification and Redomiciliation Transactions.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The DLC Unification and Redomiciliation Transactions were implemented by way of a Court-approved scheme of arrangement under Part 26 of the UK Companies Act 2006 (the “Scheme of Arrangement”) between Carnival plc and the holders of Carnival plc Shares subject to the scheme of arrangement (the “Scheme Shareholders”). Pursuant to the Scheme of Arrangement, all Carnival plc Shares (other than certain excluded shares) were acquired by Carnival Corporation, and each Scheme Shareholder is entitled to receive one Common Share for each Carnival plc Share held as of 6 p.m. (BST) on May 5, 2026. As a result, Carnival plc became a subsidiary of Carnival Corporation.
Upon consummation of the DLC Unification and Redomiciliation Transactions, and pursuant to the terms of the Amended and Restated Deposit Agreement (as amended to the date hereof, the “Deposit Agreement”) among Carnival plc, JPMorgan Chase Bank, N.A., as depositary, and the holders of American Depositary Shares (the “ADSs”), the Deposit Agreement was terminated, and all then-outstanding ADSs were exchanged for Common Shares of Carnival Corporation Ltd. on a one-for-one basis.
The Common Shares issued to Scheme Shareholders pursuant to the Scheme of Arrangement were issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 3(a)(10) of the Securities Act.
Concurrently with the consummation of the DLC Unification, Carnival Corporation migrated from the Republic of Panama to Bermuda and became an exempted company limited by shares under the name Carnival Corporation Ltd. Carnival Corporation’s existing third amended and restated articles of incorporation and third amended and restated by-laws (collectively, the “Existing Carnival Corporation Organizational Documents”) were replaced by the Memorandum of Continuance and the Bye-Laws of Carnival Corporation Ltd. (together, the “Carnival Corporation Ltd. Constitutional Documents”).
On May 6, 2026, Carnival Corporation and Carnival plc entered into an agreement (the “Termination Agreement”) to terminate the equalization and governance agreement, dated April 17, 2003, between Carnival Corporation and Carnival plc (the “Equalization Agreement”) upon the Scheme of Arrangement becoming effective. Upon termination of the Equalization Agreement and pursuant to the Termination Agreement, certain agreements and arrangements relating to the prior dual listed company structure terminated automatically or were terminated, including the SVE Special Voting Deed, the P&O Princess Deed of Guarantee, the Carnival Deed of Guarantee, the Carnival Corporation Deed of Guarantee, the Voting Trust Deed and the Pairing Agreement, each dated as of April 17, 2003.
The listing of Carnival plc Shares on the Official List of the FCA and the admission to trading of the Carnival plc Shares on the Main Market of the LSE were cancelled on May 7, 2026. In addition, the ADSs and trust shares of beneficial interest in the P&O Princess Special Voting Trust, which traded on the NYSE under the symbol “CUK,” were suspended from trading on the NYSE prior to the open of trading on May 7, 2026.
The foregoing description of the DLC Unification and Redomiciliation Transactions, the Unification Agreement and the Termination Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Unification Agreement, a copy of which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K, and the Termination Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and each of which is incorporated by reference herein.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the Redomiciliation and the adoption of the Carnival Corporation Ltd. Constitutional Documents described in Item 2.01 above, the rights of holders of the Common Shares of Carnival Corporation Ltd. are no longer governed by the General Corporation Law of Panama and the Existing Carnival Corporation Organizational Documents, and are now governed by the Bermuda Companies Act 1981, as amended, and the Carnival Corporation Ltd. Constitutional Documents. The Memorandum of Continuance and the Bye-Laws of Carnival Corporation Ltd. are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the consummation of the DLC Unification and Redomiciliation Transactions, Carnival plc became a wholly-owned UK subsidiary of Carnival Corporation Ltd.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On May 7, 2026, in connection with the DLC Unification and Redomiciliation Transactions, Carnival Corporation migrated from the Republic of Panama to Bermuda and became an exempted company limited by shares under the name Carnival Corporation Ltd. and the Existing Carnival Corporation Organizational Documents were replaced by the Carnival Corporation Ltd. Constitutional Documents. The Memorandum of Continuance and the Bye-Laws of Carnival Corporation Ltd. are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.
In addition, upon the Scheme of Arrangement becoming effective, the articles of association of Carnival plc were amended to remove certain provisions related to the prior dual listed company structure.
| Item 7.01 | Regulation FD Disclosure. |
On May 7, 2026, Carnival Corporation and Carnival plc issued a press release announcing the consummation of the DLC Unification and Redomiciliation Transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished therewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | ||
| 2.1 | Unification Agreement, dated February 20, 2026, between Carnival Corporation and Carnival plc (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on February 20, 2026). | ||
| 3.1 | Memorandum of Continuance of Carnival Corporation Ltd. | ||
| 3.2 | Bye-Laws of Carnival Corporation Ltd. | ||
| 4.1 | Termination Agreement, dated May 6, 2026, between Carnival Corporation and Carnival plc. | ||
| 99.1 | Press release announcing the consummation of the DLC Unification and Redomiciliation Transactions. | ||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CARNIVAL CORPORATION LTD. | CARNIVAL PLC | |||
| By: | /s/ Enrique Miguez | By: | /s/ Enrique Miguez | |
| Name: | Enrique Miguez | Name: | Enrique Miguez | |
| Title: | General Counsel | Title: | General Counsel | |
| Date: May 7, 2026 | Date: May 7, 2026 | |||
Exhibit 99.1
Carnival Corporation & plc Completes Unification of
Dual Listed Company Structure and Redomiciliation to Bermuda
MIAMI (May 7, 2026) – Carnival Corporation (NYSE: CCL) and Carnival plc announced today the completion of the unification of their dual listed company structure under a single company, Carnival Corporation Ltd. (the “Company”), with Carnival plc as a UK subsidiary of Carnival Corporation Ltd. (the “DLC Unification”). In addition, Carnival Corporation also migrated its jurisdiction of incorporation from the Republic of Panama to Bermuda and changed its name to “Carnival Corporation Ltd.” (the “Redomiciliation” and, together with the DLC Unification, the “DLC Unification and Redomiciliation Transactions”).
Completion of the DLC Unification and Redomiciliation Transactions will deliver a number of benefits to the Company and its shareholders, including creation of a single global share price, streamlined governance and reporting and reduced administrative costs. The DLC Unification and Redomiciliation Transactions are also expected to increase liquidity and weighting in major U.S. stock indexes. The Company believes that these benefits will strengthen its ability to deliver long-term shareholder value.
As a result of the Redomiciliation, the shares of Carnival Corporation common stock held by Carnival Corporation shareholders prior to the DLC Unification and Redomiciliation Transactions now represent the same number of common shares of Carnival Corporation Ltd. (the “Common Shares”). The Common Shares are listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “CCL.”
In connection with the DLC Unification and Redomiciliation Transactions, each Carnival plc shareholder subject to the scheme of arrangement is entitled to receive one Common Share of Carnival Corporation Ltd. for each Carnival plc ordinary share held as of 6:00 p.m. (BST) on May 5, 2026. The listing of Carnival plc securities on the Official List of the UK Financial Conduct Authority and the trading of Carnival plc securities on the London Stock Exchange and the NYSE were cancelled today, and Carnival plc intends to deregister its securities with the Securities and Exchange Commission. Carnival plc will be re-registered as a private limited company shortly after completion of the DLC Unification and Redomiciliation Transactions.
About Carnival Corporation Ltd.
Carnival Corporation is the largest global cruise company and among the largest leisure travel companies, with a portfolio of world-class cruise lines – AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises, Princess Cruises and Seabourn. Carnival Corporation trades under the ticker symbol CCL on the NYSE and is included in the S&P 500.
For more information, please visit www.carnivalcorp.com, www.aida.de, www.carnival.com, www.costacruises.com, www.cunard.com, www.hollandamerica.com, www.pocruises.com, www.princess.com and www.seabourn.com.
Carnival Corporation Investor Relations Contact
Beth Roberts, ir@carnival.com
Carnival Corporation Media Contacts
Jody Venturoni, jventuroni@carnival.com
Janna Rowell, jrowell@carnival.com
Cautionary Statement Regarding Forward-Looking Information
This document contains 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 document, 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 assumptions 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 parties’ ability to achieve the expected benefits from the DLC Unification and Redomiciliation Transactions, and the effects of industry, market, economic, political or regulatory conditions outside of the parties’ control. Additional factors that may affect future results are contained in Carnival Corporation Ltd.’s filings with the SEC, including Carnival Corporation Ltd.’s most recent 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.
SOURCE Carnival Corporation Ltd.
FAQ
What did Carnival Corporation Ltd. (CCL) announce in this Form 8-K?
What happens to Carnival plc’s stock exchange listings after the unification?
Why does Carnival Corporation Ltd. expect benefits from the DLC Unification and Redomiciliation?
Filing Exhibits & Attachments
8 documentsPress Releases
Other Documents
- EX-3.1 EXHIBIT 3.1 14.6 KB
- EX-3.2 EXHIBIT 3.2 606.6 KB
- EX-4.1 EXHIBIT 4.1 17.8 KB
- EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.4 KB
- EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 25.6 KB
- EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 35.1 KB
- EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 24.3 KB