ADR holders face new terms as Carnival (NYSE: CCL) revises agreement
Rhea-AI Filing Summary
Carnival plc has amended its Amended and Restated Deposit Agreement governing its American Depositary Receipts. The change focuses on when the ADR program can be terminated and what happens to holders’ underlying economic interest.
The agreement may now end on 30 days’ notice from Carnival plc, automatically if the proposed unification of the dual listed company structure and the migration of Carnival Corporation from Panama to Bermuda are completed, or after certain events such as delistings, insolvency, failure to appoint a successor depositary, redemption of deposited securities, or corporate transactions exchanging the underlying shares. If terminated due to the unification and migration, the depositary will seek to distribute New Carnival Shares to ADR holders, or otherwise sell remaining securities and hold net cash proceeds in trust. The amendment also makes technical and conforming changes to the ADR form.
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Insights
Carnival updates its ADR framework, tying termination to a planned corporate unification and setting clear fallback mechanics for holders.
The amendment redefines when the ADR program can be wound down, linking automatic termination to the proposed unification of Carnival Corporation and Carnival plc’s dual listed structure and the migration of Carnival Corporation to Bermuda. It also adds notice-based termination options for the company and the depositary.
For ADR investors, the text clarifies that, if termination follows the unification, the depositary will try to deliver New Carnival Shares corresponding to their current economic interest. Where share delivery is not feasible, it may instead sell the deposited securities and hold net cash proceeds in trust, outlining a defined path for value realization.
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
Date of Report (date of earliest event reported)
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| (State or other jurisdiction of incorporation) | (State or other jurisdiction of incorporation) | |
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| (I.R.S. Employer Identification No.) | (I.R.S. Employer Identification No.) | |
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| (Former name or former address, if changed since last report.) | (Former name or 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 | ||
| Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust | , Inc. | |||
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment No. 1 to the Amended and Restated Deposit Agreement
On February 12, 2026, Carnival plc, a public limited company organized under the laws of England and Wales (the “Company”), entered into Amendment No. 1 (the “Amendment”) to the Amended and Restated Deposit Agreement, dated as of April 21, 2003 (the “Deposit Agreement”), among the Company, JP Morgan Chase Bank, N.A., as Depositary (the “Depositary”), and all holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder. The Amendment amended the termination provisions of the Deposit Agreement to provide that the Deposit Agreement will terminate: (i) upon 30 days’ notice from the Company to the Depositary; (ii) immediately and automatically upon consummation of the proposed unification of the Carnival Corporation and the Company’s dual listed company arrangement and the migration of Carnival Corporation from Panama to Bermuda; (iii) upon 30 days’ notice from the Depositary to the holders if (A) 60 days have passed since the Depositary has provided notice of its resignation as Depositary to the Company and the Company has not appointed a successor depositary, (B) 60 days have passed since the Company has provided notice of its intention to remove or replace the Depositary and the Company has not appointed a successor depositary, (C) the Company is bankrupt, in liquidation proceedings or insolvent, (D) the ADRs are delisted from the New York Stock Exchange and/or the Company’s ordinary shares are delisted from the London Stock Exchange, (E) the Company redeems all or substantially all of the deposited securities, (F) there are no deposited securities remaining, or (G) there occurs a merger, consolidation, sale of assets or other transaction as a result of which securities or other property are delivered in exchange for or in lieu of deposited securities; or (iii) if required by law.
Following termination of the Deposit Agreement due to clause (ii) above, if applicable, the Depositary will use its reasonable efforts to distribute common shares of Carnival Corporation Ltd. (“New Carnival Shares”) to the holders with respect to the ordinary shares of the Company represented by each such holder’s ADRs. If the Depositary is unable to distribute New Carnival Shares to a holder with respect to such holder’s ADRs, the Depositary may seek to sell such holder’s remaining deposited securities and distribute or hold in an account the net proceeds of such sale, net of fees owed to the Depositary, in trust (without interest) for the pro rata benefit of each holder entitled thereto.
The Amendment also made certain technical changes to the Deposit Agreement and conforming changes to the Form of ADR attached as Exhibit A thereto.
A copy of the Amendment is attached hereto as Exhibit 4.1 and is incorporated by reference herein.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Amendment No 1 to the Amended and Restated Deposit Agreement, among Carnival plc, JP Morgan Chase Bank, N.A., as Depositary, and all holders from time to time of American Depositary Receipts issued thereunder, including the Form of ADR attached as Exhibit A thereto. | |
| 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 | CARNIVAL PLC | |||
| By: | /s/ Enrique Miguez | By: | /s/ Enrique Miguez | |
| Name: | Enrique Miguez | Name: | Enrique Miguez | |
| Title: | General Counsel | Title: | General Counsel | |
Date: February 12, 2026 |
Date: February 12, 2026 | |||
FAQ
What did Carnival (CCL) change in its ADR deposit agreement?
The company amended its Amended and Restated Deposit Agreement for American Depositary Receipts. The revision mainly updates termination provisions and clarifies what ADR holders receive if the program ends, particularly in connection with a proposed unification and corporate migration.
When can Carnival plc’s ADR program now be terminated under the amendment?
The ADR program can end on 30 days’ notice from Carnival plc, automatically if the proposed unification and migration are completed, or after specified events such as delisting, insolvency, lack of a successor depositary, redemption of securities, or corporate transactions exchanging the underlying shares.
What happens to Carnival (CCL) ADR holders if the agreement terminates after unification?
If termination follows the dual listed company unification and migration, the depositary will use reasonable efforts to distribute New Carnival Shares for the ordinary shares underlying each holder’s ADRs. If that is not possible, it may sell the securities and hold net cash proceeds in trust.
How can the depositary terminate Carnival plc’s ADR deposit arrangement?
The depositary may terminate on 30 days’ notice to holders if, for example, it has resigned or been targeted for replacement without a successor, the company is bankrupt or insolvent, the securities are delisted, redeemed, exhausted, or exchanged in a merger or similar transaction.
Did Carnival (CCL) make other changes to the ADR documentation?
Alongside the revised termination terms, the amendment introduces certain technical adjustments to the deposit agreement and conforming changes to the form of ADR. These updates are reflected in the attached exhibit, which is incorporated by reference into the report.
Filing Exhibits & Attachments
5 documents