[8-K] Carnival Corporation Reports Material Event

Rhea-AI Filing Summary

Carnival Corporation announced that it entered into compensation protection and restrictive covenants agreements with four Named Executive Officers, including CEO Josh Weinstein, CFO David Bernstein, Chief Human Resources Officer Bettina Deynes, and General Counsel Enrique Miguez. The agreements specify severance formulas: the CEO is eligible for two times his annualized base salary and two times his annual target cash bonus, payable in equal installments over two years; the other officers are eligible for one times annualized base salary and 0.5 times their annual target cash bonus, payable over one year.

Severance rights are conditioned on the officer executing a customary waiver and general release. The agreements include confidentiality, non-competition, non-disparagement and non-solicitation covenants, with non-compete and non-solicitation durations of two years for the CEO and one year for the other officers following termination. Forms of the agreements are expected to be filed as exhibits to the company’s quarterly report for the period ending August 31, 2025.

Positive

• Clear severance formulas provide predictability for both executives and the company in defined termination scenarios
• Restrictive covenants (confidentiality, non-compete, non-solicit, non-disparagement) protect the company’s confidential information and relationships
• Conditions on payment (customary waiver and release) align severance with standard corporate practice

Negative

• Potential cash obligations arise from severance (CEO: 2x salary plus 2x target bonus; others: 1x salary plus 0.5x bonus) which could be material if multiple separations occur
• Multi-year non-compete clauses (two years for CEO, one year for others) may restrict post-employment mobility and could attract legal or stakeholder scrutiny

Insights

Executive Compensation Analyst

TL;DR: The agreements formalize generous severance protections for senior leadership while adding multi-year restrictive covenants to protect corporate interests.

The terms establish explicit severance multipliers: the CEO receives 2x base salary plus 2x target cash bonus paid over two years, and other named officers receive 1x base salary plus 0.5x target bonus paid over one year. Requiring a waiver and release is standard and conditions payment. The addition of confidentiality, non-disparagement, non-competition and non-solicitation provisions balances executive protections with corporate safeguards. For investors, these provisions clarify potential near-term cash obligations tied to officer separations and the company’s steps to protect goodwill and confidential information.

Corporate Governance Expert

TL;DR: Governance trade-offs: enhanced executive protections support retention but add contractual obligations and multi-year restrictive covenants.

The agreements codify termination scenarios that trigger severance, including termination without Cause, position elimination, adverse reassignment, specified pay reductions, or mutual agreement. The differential treatment of the CEO versus other officers — longer payment duration and larger multipliers — is typical but noteworthy for governance oversight. The stated restrictive covenants apply regardless of termination reason and run for two years for the CEO and one year for others, which is material to post-employment mobility and competitive dynamics. These are governance-relevant changes that clarify leadership protections and post-employment restraints.

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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) August 6, 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

Item 5.02(e) – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 6, 2025, Carnival Corporation (the “Company”) entered into compensation protection and restrictive covenants agreements (the “Agreements”) with the following Named Executive Officers: Josh Weinstein, Chief Executive Officer (“CEO”), David Bernstein, Chief Financial Officer, Bettina Deynes, Chief Human Resources Officer, and Enrique Miguez, General Counsel (the “Officers”).

The Agreements provide that in the event an Officer is terminated without Cause (as such term is defined in the Agreements), involuntarily terminated due to a position elimination, adverse impact reassignment, reduction of base pay by 10% or target compensation of 15%, or terminated upon mutual agreement, the Officer will receive severance in the amount equal to the sum of (i) two times (in case of the CEO) or one times (in case of the other Officers) his or her annualized base salary for the compensation cycle in which termination occurs, and (ii) two times (in case of the CEO) or 0.5 times (in case of the other Officers) their annual target cash bonus for the compensation cycle in which the termination occurs, payable in equal installments over a two year period (in case of the CEO) or a one year period (in case of the other Officers). The right to receive the above severance is conditional on the Officer’s execution of a customary waiver and general release.

    The Agreements include confidentiality, non-competition, non-disparagement and non-solicitation restrictive covenants. The non-competition and non-solicitation restrictive covenants are for a period of two years (in case of the CEO) or one year (in case of the other Officers), in each case following the Officer’s termination of employment, regardless of the reason.

The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, forms of which are expected to be filed as exhibits to Carnival Corporation & plc’s Quarterly Report on Form 10-Q for the quarter ending August 31, 2025.

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:

August 8, 2025

Date:

August 8, 2025

FAQ

What severance does Carnival (CCL) provide the CEO under the new agreements?

The CEO is eligible for two times his annualized base salary and two times his annual target cash bonus, payable in equal installments over a two-year period, conditioned on executing a waiver and release.

What severance is provided to other named officers at Carnival?

Named officers (CFO, CHRO, General Counsel) are eligible for one times annualized base salary and 0.5 times their annual target cash bonus, payable in equal installments over a one-year period, subject to a waiver and release.

Which officers are covered by these agreements?

The agreements cover CEO Josh Weinstein, CFO David Bernstein, Chief Human Resources Officer Bettina Deynes, and General Counsel Enrique Miguez.

What restrictive covenants are included and how long do they last?

The agreements include confidentiality, non-competition, non-disparagement and non-solicitation covenants. Non-compete and non-solicitation last two years for the CEO and one year for the other officers after termination.

Under what termination scenarios is severance payable?

Severance is payable if an officer is terminated without Cause, involuntarily terminated due to position elimination, adverse impact reassignment, pay reduction of 10% or target compensation reduction of 15%, or terminated upon mutual agreement.

Will the full agreement texts be filed with Carnival’s SEC reports?

The company stated that forms of the agreements are expected to be filed as exhibits to its quarterly report for the period ending August 31, 2025.