Carnival CFO awarded 49,894 restricted share units

Bernstein David reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Bernstein David reported acquisition or exercise transactions in this Form 4 filing.

Carnival Corp Ltd. reported that its CFO & CAO, David Bernstein, received an equity compensation grant in the form of 49,894 common shares linked to time-vested restricted share units. After this award, his directly held common shares total 144,906.

The RSUs were granted under the Carnival Corporation Ltd. 2020 Stock Plan and will vest on a three-year pro-rata schedule in April 2027, 2028 and 2029. Each RSU tracks one common share, accumulates dividend equivalents, and may only be settled in shares, aligning a portion of the executive’s pay with future company performance.

Insider Trade Summary

Grant/Award: 49,894 shares

Grant/Award 1 txn

Insider Bernstein David

Role CFO & CAO

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	49,894	$0.00	$0.00

Holdings After Transaction: Common Shares — 144,906 shares (Direct)

Footnotes (2)

1. F1. Grant of time vested restricted share units ("TBS RSUs") made pursuant to the Carnival Corporation Ltd. 2020 Stock Plan. Each TBS RSU represents a hypothetical interest in one Carnival Corporation Ltd. common share. The TBS RSUs will vest on a 3-year pro-rata basis in April 2027, 2028 and 2029. The TBS RSUs will accumulate dividend equivalents and may only be settled in shares.
2. F2. The grant was approved by the Compensation Committee as a total value to be received in the form of TBS RSUs. The number of TBS RSUs was determined by dividing the grant value by the average of the closing prices of a Carnival Corporation share over 20 consecutive trading days ending on the day before the grant, then rounding down to the nearest whole share.

Key Figures

RSUs granted: 49,894 shares Shares held after grant: 144,906 shares Vesting schedule start: April 2027 +2 more

5 metrics

RSUs granted 49,894 shares Time-vested restricted share units awarded to CFO & CAO

Shares held after grant 144,906 shares Direct common share holdings following the reported transaction

Vesting schedule start April 2027 First pro-rata vesting date for granted RSUs

Final vesting year April 2029 Last pro-rata vesting date for granted RSUs

Transaction price per share $0.0000 Indicates award was a compensation grant, not a purchase

Key Terms

restricted share units, dividend equivalents, 2020 Stock Plan, Compensation Committee

4 terms

restricted share units financial

"Grant of time vested restricted share units ("TBS RSUs") made pursuant to the Carnival Corporation Ltd. 2020 Stock Plan."

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

dividend equivalents financial

"The TBS RSUs will accumulate dividend equivalents and may only be settled in shares."

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

2020 Stock Plan financial

"Grant of time vested restricted share units ("TBS RSUs") made pursuant to the Carnival Corporation Ltd. 2020 Stock Plan."

Compensation Committee financial

"The grant was approved by the Compensation Committee as a total value to be received in the form of TBS RSUs."

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Carnival Corp Ltd. (CCL) disclose for David Bernstein?

Carnival Corp Ltd. disclosed that CFO & CAO David Bernstein received a grant of 49,894 time-vested restricted share units tied to common shares, under the 2020 Stock Plan, as part of his equity compensation, not an open-market stock purchase or sale.

How many Carnival Corp (CCL) shares does David Bernstein hold after this grant?

After the equity grant, David Bernstein directly holds 144,906 Carnival Corp common shares. This total reflects the addition of 49,894 shares associated with the new restricted share unit award reported in the Form 4 insider transaction filing.

How do David Bernstein’s new Carnival Corp RSUs vest over time?

The time-vested restricted share units granted to David Bernstein vest on a three-year pro-rata basis in April 2027, April 2028 and April 2029, meaning portions of the award become deliverable in shares at each of these annual vesting dates.

What plan governs David Bernstein’s RSU grant at Carnival Corp (CCL)?

David Bernstein’s restricted share unit grant was made under the Carnival Corporation Ltd. 2020 Stock Plan. The plan provides equity-based awards, and this particular grant was structured as time-vested RSUs linked one-for-one to Carnival common shares upon settlement.

How was the number of Carnival Corp RSUs for David Bernstein calculated?

The Compensation Committee approved a total grant value to be delivered in RSUs. The number of units, 49,894, was determined by dividing that value by the 20-day average closing price of Carnival shares before the grant and rounding down to the nearest whole share.

Do David Bernstein’s Carnival Corp RSUs pay dividends?

The restricted share units granted to David Bernstein accumulate dividend equivalents. These dividend equivalents mirror dividends on Carnival common shares and are credited to the RSUs, which may only be settled in shares rather than cash when they vest in future years.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 04:13 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bernstein David

(Last) (First) (Middle)

CARNIVAL CORPORATION

3655 NW 87TH AVE

(Street)

MIAMI FLORIDA 33178

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Carnival Corp Ltd. [ CCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	05/08/2026		A(1)		49,894(2)	A	$0	144,906	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of time vested restricted share units ("TBS RSUs") made pursuant to the Carnival Corporation Ltd. 2020 Stock Plan. Each TBS RSU represents a hypothetical interest in one Carnival Corporation Ltd. common share. The TBS RSUs will vest on a 3-year pro-rata basis in April 2027, 2028 and 2029. The TBS RSUs will accumulate dividend equivalents and may only be settled in shares.

2. The grant was approved by the Compensation Committee as a total value to be received in the form of TBS RSUs. The number of TBS RSUs was determined by dividing the grant value by the average of the closing prices of a Carnival Corporation share over 20 consecutive trading days ending on the day before the grant, then rounding down to the nearest whole share.

	/s/ David Bernstein	05/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)