Carnival (NYSE: CCL) maritime chief gains shares through RSU vesting

Rhea-AI Filing Summary

Carnival Corporation’s Chief Maritime Officer Lars Jakob Ljoen reported equity compensation activity involving common stock. On February 10, 2026, he acquired 18,164 shares at $0 per share through the vesting of performance-based restricted stock units granted under the 2020 Stock Plan.

The performance units for the 2023–2025 period vested at 170.4% of target based on pre-established goals certified by the Compensation Committee. To cover related tax liabilities, 7,513 shares and 2,940 shares were withheld at a price of $33.2151 per share. After these transactions, Ljoen directly held 54,634 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^*

Ljoen Lars Jakob

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Maritime 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)		18,164(2)	A	$0	65,087	D
Common Stock	02/10/2026		F		7,513(3)	D	$33.2151	57,574	D
Common Stock	02/10/2026		F		2,940(4)	D	$33.2151	54,634	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/ Lars Ljoen	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did CCL’s Chief Maritime Officer report?

Lars Jakob Ljoen reported vesting of performance-based restricted stock units, acquiring 18,164 Carnival common shares at $0 per share. These units were granted in April 2023 under the Carnival Corporation 2020 Stock Plan and relate to the 2023–2025 performance period.

How were the performance goals for CCL’s RSUs determined and achieved?

The performance-based RSUs could pay out from 0–200% of target, based on pre-established 2023–2025 goals. The Compensation Committee certified achievement at 170.4% of target, which determined the number of shares that vested and were delivered to the Chief Maritime Officer.

Why were some Carnival (CCL) shares withheld in this Form 4?

Carnival withheld 7,513 shares and 2,940 shares of common stock to cover taxes due on vesting of performance-based and time-based RSUs granted April 21, 2023. This is a common cashless method for satisfying tax obligations on stock-based compensation.

How many Carnival CCL shares does Lars Jakob Ljoen own after these transactions?

Following the February 10, 2026 transactions, Lars Jakob Ljoen directly beneficially owned 54,634 shares of Carnival Corporation common stock. This figure reflects the RSU vesting as well as shares withheld to pay associated tax liabilities on the awards.

What was the tax withholding price used in the CCL insider transaction?

For the tax-withholding dispositions, Carnival used a share price of $33.2151. That price applied to 7,513 shares and 2,940 shares withheld to satisfy tax liabilities arising from the vesting of performance-based and time-based restricted stock units on February 10, 2026.