Carnival (NYSE: CCL) CFO nets stock award, then sells 361,790 shares

Rhea-AI Filing Summary

Carnival Corporation CFO & CAO David Bernstein reported a stock award and a share sale. On February 10, 2026, he acquired 333,805 shares of Carnival common stock at $0 through the vesting of performance-based restricted stock units granted under the 2020 Stock Plan. The performance goals for the 2023-2025 period were certified at 170.4% of target, increasing the vested amount. On the same day, he sold 361,790 shares in an open-market transaction at an average price of $33.2151 per share, and held 112,068 shares of common stock directly afterward.

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
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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 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)
	CFO & CAO

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)		333,805(2)	A	$0	473,858	D
Common Stock	02/10/2026		S		361,790	D	$33.2151	112,068	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.

	/s/ David Bernstein	02/12/2026
	** 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.
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FAQ

What insider transactions did Carnival (CCL) CFO David Bernstein report?

David Bernstein reported a stock award and a sale. He received 333,805 Carnival common shares at $0 from vested performance-based RSUs, then sold 361,790 shares at $33.2151 per share, ending with 112,068 shares held directly.

How many Carnival (CCL) shares did the CFO sell, and at what price?

The CFO sold 361,790 Carnival common shares. These shares were sold in an open-market transaction at an average price of $33.2151 per share on February 10, 2026, as reported in the insider trading disclosure.

What stock award did Carnival (CCL) grant its CFO on February 10, 2026?

Carnival’s CFO received 333,805 common shares at $0 via vested performance-based restricted stock units. These units were granted in April 2023 under the 2020 Stock Plan and converted one-for-one into Carnival common stock upon vesting.

How were the Carnival (CCL) performance-based RSUs for the CFO determined?

The performance-based RSUs were tied to 2023-2025 goals. The CFO could earn 0-200% of target, depending on pre-established performance goals. These goals were certified at 170.4% of target, driving the 333,805-share vesting amount reported.

How many Carnival (CCL) shares does the CFO hold after these transactions?

After the reported award and sale, the CFO directly holds 112,068 Carnival common shares. This figure reflects his beneficial ownership following the February 10, 2026 transactions disclosed in the insider filing.

What plan governed the Carnival (CCL) CFO’s performance-based RSU award?

The award was granted under the Carnival Corporation 2020 Stock Plan. Performance-based restricted stock units issued in April 2023 converted into common stock upon vesting, with each PBS RSU representing one share of Carnival common stock.