Carnival (NYSE: CCL) CHRO reports RSU vesting and tax share withholdings

Rhea-AI Filing Summary

Carnival Corporation’s Chief Human Resources Officer Bettina Deynes reported equity compensation activity in the form of restricted stock unit vesting. On February 10, 2026, she acquired 47,686 shares of common stock at $0 upon vesting of performance-based RSUs granted under the 2020 Stock Plan, tied to 2023–2025 goals achieved at 170.4% of target.

To cover associated tax obligations, the issuer withheld 18,765 shares related to performance-based RSUs and 1,725 shares related to time-based RSUs, both at a price of $33.2151 per share. Following these transactions, Deynes directly beneficially owns 97,322 shares of Carnival Corporation 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^*

deynes bettina alejandra

(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 Human Resources 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)		47,686(2)	A	$0	117,812	D
Common Stock	02/10/2026		F		18,765(3)	D	$33.2151	99,047	D
Common Stock	02/10/2026		F		1,725(4)	D	$33.2151	97,322	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/ Bettina Deynes	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Carnival (CCL) report for February 10, 2026?

Carnival reported that Chief Human Resources Officer Bettina Deynes acquired 47,686 common shares through vesting of performance-based RSUs. These units were granted under the 2020 Stock Plan and tied to 2023–2025 performance goals, which were certified as achieved at 170.4% of target.

How many Carnival (CCL) shares does Bettina Deynes own after the February 2026 Form 4?

After the reported transactions, Bettina Deynes directly beneficially owns 97,322 shares of Carnival common stock. This figure reflects RSU vesting of 47,686 shares and share withholdings for taxes, as disclosed in the Form 4 filed for the February 10, 2026 transactions.

Were any of Bettina Deynes’ Carnival (CCL) shares sold on the market in this Form 4?

The Form 4 shows no open-market sales; the dispositions used code F for tax withholding. Carnival withheld 18,765 shares from performance-based RSUs and 1,725 shares from time-based RSUs at $33.2151 per share to satisfy tax liabilities tied to vesting.

What performance goals triggered Bettina Deynes’ RSU vesting at Carnival (CCL)?

The vested performance-based RSUs were tied to pre-established goals for the 2023–2025 performance period. The Compensation Committee certified achievement at 170.4% of target, causing 47,686 shares of Carnival common stock to vest for Bettina Deynes under the 2020 Stock Plan.

What do the code A and code F mean in the Carnival (CCL) Form 4 for Bettina Deynes?

Code A indicates an acquisition from a grant or award, here representing 47,686 shares from RSU vesting at $0. Code F indicates dispositions used to pay taxes, where 18,765 and 1,725 shares were withheld at $33.2151 per share instead of a cash tax payment.