Every 8-K that Carnival Corporation Ltd. (CCL) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CCL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CCL filings page.
Carnival Corporation Ltd. plans to redeem all of its $500,000,000 aggregate principal amount of 7.000% First-Priority Senior Secured Notes due 2029 on August 15, 2026 at a redemption price equal to 103.50% of the principal amount.
Because the redemption date falls on an interest payment date, accrued and unpaid interest will be paid to holders of record at the close of business on July 31, 2026. On June 25, 2026, after receiving a second investment grade credit rating, the collateral securing these notes fell away under the indenture, so the 2029 Notes became unsecured. The disclosure is furnished under Regulation FD and is not treated as filed under the Exchange Act.
Carnival Corporation Ltd. reported record second quarter 2026 results, with total revenues of $6.66 billion and net income of $537 million. Adjusted net income reached a record $569 million, up over 20% year over year, and adjusted EBITDA was $1.58 billion.
Diluted EPS was $0.39 and adjusted EPS $0.41, up over 15%. Net yields in constant currency rose 2.2%, while adjusted cruise costs excluding fuel per ALBD were roughly in line with last year. Customer deposits hit an all‑time high of $9.0 billion.
For full-year 2026, Carnival expects net yields up about 3.2% versus record 2025, and adjusted EPS of approximately $2.22. The company used strong cash flow to repurchase over $450 million of stock, pay $414 million in dividends year to date, and reduce total debt to $24.89 billion, achieving a net debt to adjusted EBITDA ratio of 3.1x.
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.
Carnival Corporation and Carnival plc reported results of their April 17, 2026 shareholder meetings. Shareholders re-elected all 11 directors, with most receiving over 875 million votes in favor. Advisory votes approving executive compensation and the Carnival plc Directors’ Remuneration Report also passed.
Shareholders approved auditor appointments and authorizations, including authority to allot new Carnival plc shares, disapply pre-emption rights, and permit market buybacks of Carnival plc ordinary shares. In a separate Court Meeting, 94.97% of Scheme Shares voted were cast in favor of the Scheme supporting the dual-listed company unification and redomiciliation of Carnival Corporation from Panama to Bermuda. Related special meeting resolutions at both entities also received strong support.
Carnival Corporation & plc reported record first‑quarter 2026 operating results and record bookings, marking a clear earnings turnaround. Revenue reached $6.165 billion, with net income of $258 million versus a prior‑year loss and diluted EPS of $0.19. Adjusted EPS was $0.20, up 50%, and adjusted EBITDA hit a first‑quarter record of $1.267 billion, supported by nearly 10% higher gross margin yields and record net yields in constant currency.
Bookings for 2026 are up double digits, with nearly 85% of the year already booked and customer deposits at a first‑quarter record of nearly $8 billion. For full‑year 2026, the company targets net yields in constant currency up about 2.75% versus record 2025 levels and adjusted cruise costs excluding fuel per ALBD up about 3.1%, implying strong pricing and continued cost discipline. Guidance calls for adjusted EBITDA of approximately $7.19 billion, adjusted net income of about $3.07 billion and diluted adjusted EPS around $2.21.
Carnival introduced its long‑term PROPEL targets through 2029, aiming for more than 50% adjusted EPS growth from 2025, over 16% adjusted return on invested capital, and distributing over 40% of cash from operations (roughly $14 billion) to shareholders while targeting a net debt‑to‑adjusted‑EBITDA ratio of 2.75x and a greenhouse gas emissions rate reduction of more than 25% from 2019. The boards also approved an initial $2.5 billion share buyback program alongside more than $800 million of expected dividends in 2026, signaling confidence in free cash flow as total debt stands at $25.29 billion and remaining 2026 capital expenditures are planned at $2.4 billion.
Carnival Corporation and Carnival plc have signed a unification agreement to combine their current dual listed company structure into a single company under Carnival Corporation, with Carnival plc becoming its wholly owned UK subsidiary. They also plan to migrate Carnival Corporation’s domicile from the Republic of Panama to Bermuda under the new name “Carnival Corporation Ltd.”.
These DLC unification and redomiciliation transactions are subject to multiple conditions, including regulatory clearances and a scheme of arrangement becoming effective. Certain German regulatory approvals and early termination of the U.S. antitrust waiting period have already been obtained. If all conditions are not met or waived by December 31, 2026, the transactions may not proceed.
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.
Carnival Corporation & plc reported that it has achieved record full year adjusted net income and reached investment grade leverage metrics. These comments come from a new press release referenced in this report, highlighting that profitability for the latest full year is higher than in any prior year on an adjusted basis.
The company also announced it is reinstating its dividend, indicating that it plans to resume returning cash to shareholders after a period without dividend payments. Together, the record adjusted earnings, stronger balance sheet metrics described as investment grade, and the return of the dividend suggest a significantly improved financial position for Carnival’s cruise business.
Carnival Corporation & plc has commenced a private offering of new senior unsecured notes with an aggregate principal amount of $1.25 billion, expected to mature in 2029. The company plans to use the proceeds from this Notes Offering, together with cash on hand, to fully redeem its existing $2.0 billion 6.000% senior unsecured notes due 2029 after the new offering closes. The transaction is described in a press release furnished as an exhibit, which includes forward-looking statements and a cautionary note about those statements.
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.
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.
Carnival Corporation & plc (NYSE: CCL) filed an 8-K on 7 July 2025 under Item 7.01 (Regulation FD) to disclose a planned private offering of US$2.0 billion senior unsecured notes maturing in 2032. The transaction is designed to fully repay the company’s first-priority senior secured term loan facility maturing in 2028. Any remaining proceeds, together with cash on hand, will be used to partially redeem Carnival’s outstanding 5.750% senior unsecured notes due 2027. The redemption is expressly conditioned upon the successful closing of the new notes offering.
The filing indicates that the information is being furnished—not filed—under Reg FD, thereby limiting Section 18 liability and precluding automatic incorporation into other SEC filings. No pricing, coupon, or other terms of the new notes were disclosed in the 8-K. A detailed press release (Exhibit 99.1) is incorporated by reference and contains the usual forward-looking-statement caveats.
Key investor takeaways:
- Amount: US$2.0 billion senior unsecured notes (private placement).
- Maturity: 2032—extends debt tenor by roughly four years relative to the 2028 term loan being retired.
- Use of proceeds: 100% repayment of 2028 secured term loan; residual funds plus cash to retire part of 2027 unsecured notes.
- Conditionality: Redemption of 2027 notes hinges on successful closing of the new offering.
- Strategic effect: Replaces secured debt with unsecured debt and smooths near-term maturities, potentially improving collateral flexibility and liquidity.