Carnival (NYSE: CCL) CFO uses shares to cover RSU tax bill

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Carnival Corp CFO & CAO David Bernstein reported routine tax-related share dispositions tied to equity compensation. On April 21, 2026, a total of 17,312 shares of Common Stock were withheld by Carnival to cover taxes on vesting of time-based restricted stock units granted on April 8, 2024 and April 16, 2025. These Form 4 entries are coded as tax-withholding dispositions, not open-market sales, and reflect the mechanics of restricted stock unit vesting rather than discretionary trading.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Bernstein David

Role CFO & CAO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	7,578	$28.7402	$218K
Tax Withholding	Common Stock	9,734	$28.7402	$280K

Holdings After Transaction: Common Stock — 104,746 shares (Direct, null)

Footnotes (1)

Represents shares withheld by the Company to cover taxes associated with vesting of time-based restricted stock units granted April 8, 2024. Includes dividend equivalent shares associated with the release of restricted stock units. Represents shares withheld by the Company to cover taxes associated with vesting of time-based restricted stock units granted April 16, 2025.

Key Figures

Tax-withheld shares (lot 1): 9,734 shares Tax-withheld shares (lot 2): 7,578 shares Total tax-withheld shares: 17,312 shares +3 more

6 metrics

Tax-withheld shares (lot 1) 9,734 shares Common Stock withheld for taxes on RSUs granted April 8, 2024

Tax-withheld shares (lot 2) 7,578 shares Common Stock withheld for taxes on RSUs granted April 16, 2025

Total tax-withheld shares 17,312 shares Aggregate tax-withholding shares on April 21, 2026

Valuation price per share $28.7402 per share Price applied to both tax-withholding dispositions

Holdings after transaction (lot 1) 95,012 shares Direct Common Stock holdings following first tax-withholding entry

Holdings after transaction (lot 2) 104,746 shares Direct Common Stock holdings following second tax-withholding entry

Key Terms

time-based restricted stock units, tax-withholding disposition, dividend equivalent shares, Form 4, +1 more

5 terms

time-based restricted stock units financial

"vesting of time-based restricted stock units granted April 8, 2024"

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

dividend equivalent shares financial

"Includes dividend equivalent shares associated with the release of restricted stock units."

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Common Stock financial

"security_title: Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

04/23/2026 - 11:32 AM

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 [ 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)
04/21/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/21/2026		F		7,578⁽¹⁾	D	$28.7402	104,746⁽²⁾	D
Common Stock	04/21/2026		F		9,734⁽³⁾	D	$28.7402	95,012	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares withheld by the Company to cover taxes associated with vesting of time-based restricted stock units granted April 8, 2024.

2. Includes dividend equivalent shares associated with the release of restricted stock units.

3. Represents shares withheld by the Company to cover taxes associated with vesting of time-based restricted stock units granted April 16, 2025.

	/s/ David Bernstein	04/23/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Carnival (CCL) CFO David Bernstein report in this Form 4?

David Bernstein reported tax-related share dispositions. Carnival withheld shares of Common Stock to cover income taxes due on vesting of his time-based restricted stock units, rather than Bernstein selling shares in the open market.

How many Carnival (CCL) shares were withheld for taxes in this filing?

A total of 17,312 Carnival Common Stock shares were withheld. The Form 4 shows two tax-withholding transactions coded “F,” representing shares delivered back to the company to satisfy tax liabilities from restricted stock unit vesting.

At what price were the withheld Carnival (CCL) shares valued?

The withheld shares were valued at $28.7402 per share. This price was applied to both tax-withholding transactions, determining the share count needed to cover Bernstein’s tax obligations arising from his equity awards’ vesting.

Are these Carnival (CCL) Form 4 transactions open-market sales?

No. The transactions are coded as tax-withholding dispositions (code “F”). They represent shares withheld by Carnival to cover taxes on vested restricted stock units, not discretionary open-market sales by CFO David Bernstein.

Which Carnival (CCL) equity awards triggered the tax withholding?

The tax withholding relates to time-based restricted stock units granted on April 8, 2024 and April 16, 2025. As these awards vested, Carnival withheld shares to pay the associated tax liabilities on Bernstein’s compensation.

How many Carnival (CCL) shares does David Bernstein hold after these transactions?

The Form 4 shows post-transaction direct holdings of 95,012 shares following one tax-withholding entry and 104,746 shares following the other. These figures reflect his remaining Common Stock position after the company’s tax-withholding dispositions.