Carnival (NYSE: CCL) CEO stock vesting and tax share withholding

Rhea-AI Filing Summary

Carnival Corporation Chief Executive Officer Josh Weinstein reported equity compensation activity involving Carnival common stock. On February 10, 2026, he acquired 635,820 shares at $0 upon vesting of performance-based restricted stock units granted in April 2023 under the 2020 Stock Plan.

The performance goals for the 2023–2025 period were certified at 170.4% of target, which determined the number of shares that vested. On the same date, 250,196 shares and 20,976 shares were disposed of at $33.2151 per share to cover taxes on performance-based and time-based restricted stock unit vesting. After these transactions, Weinstein directly owned 1,080,870.228 shares of Carnival common stock.

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

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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^*

weinstein joshua ian

(Last) (First) (Middle)

C/O CARNIVAL CORPORATION

3655 N.W. 87TH AVENUE

(Street)

MIAMI FL 33178

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CARNIVAL CORP [ CCL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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

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

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

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 Stock	02/10/2026		A(1)		635,820(2)	A	$0	1,352,042.228	D
Common Stock	02/10/2026		F		250,196(3)	D	$33.2151	1,101,846.228	D
Common Stock	02/10/2026		F		20,976(4)	D	$33.2151	1,080,870.228	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. Vesting of performance-based restricted stock units ("PBS RSUs") granted in April 2023 pursuant to the Carnival Corporation 2020 Stock Plan. Each PBS RSU represents one share of Carnival Corporation common stock.

2. The reporting person was eligible to earn from 0-200% of the target amount based on the achievement of certain pre-established performance goals for the 2023-2025 performance period, as certified by the Compensation Committee. These goals were achieved at 170.4% of target, resulting in the vesting of the shares reported herein.

3. Represents shares withheld by the Issuer to cover taxes associated with vesting of performance-based restricted stock units granted April 21, 2023.

4. Represents shares withheld by the Issuer to cover taxes associated with vesting of time-based restricted stock units granted April 21, 2023.

	/s/ Josh Weinstein	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Carnival (CCL) CEO Josh Weinstein report on February 10, 2026?

Josh Weinstein reported vesting of 635,820 Carnival common shares from performance-based restricted stock units, plus tax-related share dispositions. Two Form 4 code F transactions covered taxes on performance-based and time-based RSU vesting at a price of $33.2151 per share.

How many Carnival (CCL) shares did CEO Josh Weinstein acquire through equity awards?

Weinstein acquired 635,820 Carnival common shares at $0 through vesting of performance-based restricted stock units. These awards were granted in April 2023 under the Carnival Corporation 2020 Stock Plan, with the final number tied to 2023–2025 performance goals.

Why were Carnival (CCL) shares disposed of in Josh Weinstein’s Form 4 filing?

Two share dispositions were to cover tax obligations from RSU vesting. Carnival withheld 250,196 shares tied to performance-based RSUs and 20,976 shares tied to time-based RSUs, both at $33.2151 per share, rather than separate open-market sales by Weinstein.

What performance level triggered Josh Weinstein’s performance-based RSU vesting at Carnival (CCL)?

The performance-based RSUs vested because 2023–2025 goals were achieved at 170.4% of target. Weinstein could earn 0–200% of target shares, and this certified outcome determined the 635,820 Carnival common shares that ultimately vested under the 2020 Stock Plan.

How many Carnival (CCL) shares does CEO Josh Weinstein hold after the reported transactions?

Following the February 10, 2026 Form 4 transactions, Weinstein directly owned 1,080,870.228 Carnival common shares. This figure reflects the vesting of performance-based units and the withholding of shares to satisfy tax liabilities on both performance-based and time-based RSU awards.