Carnival (CCL) director receives $210,000 share grant with tax withholding

Rhea-AI Filing Summary

Carnival Corp Ltd. director Jeffrey J. Gearhart reported routine equity compensation activity involving common shares. On May 8, 2026, he received a grant of 7,712 unrestricted common shares at $0.00 per share under the Carnival Corporation Ltd. 2020 Stock Plan, based on a Board-approved grant value of $210,000 calculated from a 20‑day average closing price. On May 11, 2026, 616 shares were disposed of at $26.38 per share, representing shares withheld by the company to cover taxes associated with the grant rather than an open‑market sale. Following these transactions, Gearhart directly holds 80,108.0544 common shares, including shares acquired through the dividend reinvestment feature of his account.

Insider Trade Summary

Net Buyer: 7,096 shares

Net Buy 2 txns

Insider Gearhart Jeffrey J

Role Director

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Shares	616	$26.38	$16K
Grant/Award	Common Shares	7,712	$0.00	$0.00

Holdings After Transaction: Common Shares — 80,108.0544 shares (Direct)

Footnotes (4)

1. F1. Grant of unrestricted shares made to non-executive directors pursuant to the Carnival Corporation Ltd. 2020 Stock Plan.
2. F2. The Board of Directors approved a value of $210,000 to be granted to the reporting person in the form of unrestricted shares. The number of unrestricted shares 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.
3. F3. Includes shares acquired pursuant to the dividend reinvestment feature of the reporting person's account.
4. F4. Represents shares withheld by the Issuer to cover taxes associated with the grant of unrestricted shares.

Key Figures

Share grant size: 7,712 common shares Grant value approved: $210,000 Tax withholding shares: 616 shares at $26.38 +1 more

4 metrics

Share grant size 7,712 common shares Unrestricted shares granted on May 8, 2026 to director

Grant value approved $210,000 Board-approved value for unrestricted share grant

Tax withholding shares 616 shares at $26.38 Shares withheld on May 11, 2026 to cover taxes

Post-transaction holdings 80,108.0544 shares Common shares directly held after reported transactions

Key Terms

unrestricted shares, dividend reinvestment, tax withholding, Carnival Corporation Ltd. 2020 Stock Plan

4 terms

unrestricted shares financial

"Grant of unrestricted shares made to non-executive directors pursuant to the Carnival Corporation Ltd. 2020 Stock Plan."

dividend reinvestment financial

"Includes shares acquired pursuant to the dividend reinvestment feature of the reporting person's account."

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

tax withholding financial

"Represents shares withheld by the Issuer to cover taxes associated with the grant of unrestricted shares."

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

Carnival Corporation Ltd. 2020 Stock Plan financial

"Grant of unrestricted shares made to non-executive directors pursuant to the Carnival Corporation Ltd. 2020 Stock Plan."

FAQ

What did Carnival (CCL) director Jeffrey Gearhart report in this Form 4?

Jeffrey Gearhart reported a routine equity grant and related tax withholding. He received 7,712 unrestricted Carnival common shares under the 2020 Stock Plan, with 616 shares withheld by the company to cover taxes on the award.

How many Carnival (CCL) shares were granted to Jeffrey Gearhart?

He received a grant of 7,712 unrestricted common shares. The Board approved a total grant value of $210,000, with the share count determined using the average closing price over 20 consecutive trading days before the grant.

Why were 616 Carnival (CCL) shares disposed of in the Form 4?

The 616 shares were withheld by Carnival to cover taxes on the share grant. This tax-withholding disposition is not an open-market sale but a standard mechanism to satisfy the reporting person’s tax obligations on equity compensation.

What is Jeffrey Gearhart’s Carnival (CCL) share ownership after these transactions?

After the grant and tax withholding, Jeffrey Gearhart directly holds 80,108.0544 Carnival common shares. This total includes shares previously acquired through the dividend reinvestment feature associated with his account.

How was the value of Jeffrey Gearhart’s Carnival (CCL) share grant determined?

The Board set the grant value at $210,000 for Gearhart. The number of unrestricted shares was calculated by dividing this value by the 20-day average closing price, then rounding down to the nearest whole share.

What plan governed the Carnival (CCL) shares granted to Jeffrey Gearhart?

The shares were granted under the Carnival Corporation Ltd. 2020 Stock Plan. This plan provides for equity awards such as unrestricted shares to non-executive directors, aligning their compensation partly with company stock performance.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/12/2026 - 04:17 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^*

Gearhart Jeffrey J

(Last) (First) (Middle)

C/O CARNIVAL CORPORATION

3655 N.W. 87TH AVENUE

(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)

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

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)		7,712(2)	A	$0	80,724.0544(3)	D
Common Shares	05/11/2026		F		616(4)	D	$26.38	80,108.0544	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 unrestricted shares made to non-executive directors pursuant to the Carnival Corporation Ltd. 2020 Stock Plan.

2. The Board of Directors approved a value of $210,000 to be granted to the reporting person in the form of unrestricted shares. The number of unrestricted shares 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.

3. Includes shares acquired pursuant to the dividend reinvestment feature of the reporting person's account.

4. Represents shares withheld by the Issuer to cover taxes associated with the grant of unrestricted shares.

	/s/ Jeffrey J. Gearhart	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)