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[Form 4] Carnival Corporation Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Micky Meir Arison, Chairman and director of Carnival Corporation (CCL), reported multiple changes in beneficial ownership on 08/21/2025. The filing shows a transfer treated as a gift of 739,492 shares (Code G) from Nickel KA 2022 Trust #1 to the 2022 KA Remainder Trust, increasing the reported indirect holdings tied to various trusts to 4,587,110 shares. The filing also reports a disposition of 347,056 shares and discloses indirect ownership of 80,736,445 shares via MA 1994 B Shares, L.P. An explanation lists the trust breakdown for the 4,587,110 shares and notes the reporting person disclaims beneficial ownership of certain trust-held shares.

Positive
  • Transparent disclosure of trust-to-trust transfer treated as a gift of 739,492 shares on 08/21/2025
  • Clear reporting of large indirect ownership positions, including 80,736,445 shares via MA 1994 B Shares, L.P.
Negative
  • Disposition of 347,056 shares was reported without context on why the shares were sold or transferred
  • Disclaimer of beneficial ownership for certain trust-held shares may limit clarity on actual control or economic interest

Insights

TL;DR: Trustee-to-trust transfer and a small disposition alter reported indirect holdings without indicating new economic exposure.

The Form 4 documents related-party transfers among trusts and an internal disposition. The transaction coded G denotes a transfer for no consideration (gift) between trusts, which typically reflects estate or family planning rather than open-market trading. The filing clarifies beneficial ownership is largely indirect through multiple trusts and an entity (MA 1994 B Shares, L.P.), and includes a disclaimer of beneficial ownership for specific trust-held shares. Governance implications are routine: this is disclosure of ownership changes, not evidence of operational or governance shifts at the issuer.

TL;DR: The reported movements are significant in size but are internal transfers and indirect holdings, so they are not a clear market signal.

The Form 4 reports a 739,492-share gift and a 347,056-share disposition alongside very large indirect holdings (80,736,445 shares via MA 1994 B Shares, L.P.). For investors, the material facts are the magnitudes and the indirect ownership structure. Because the acquisition was a deemed gift and the holdings are primarily indirect through trusts and an LP, the economic intent or liquidity impact is not specified in the filing. This limits the filing's signal about trading intent or immediate supply/demand effects.

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*
ARISON MICKY MEIR

(Last) (First) (Middle)
C/O 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025
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 08/21/2025 G 739,492 A (1) 4,587,110 I(2) By various trusts
Common Stock 347,056 D
Common Stock 80,736,445 I By MA 1994 B Shares, L.P.
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. This transaction was a transfer for no consideration, thus deemed a gift for federal securities laws, from Nickel KA 2022 Trust #1, a trust for the benefit of Mr. Arison, to 2022 KA Remainder Trust, a trust for the benefit of one of Mr. Arison's children.
2. Includes (i) 841,506 shares of Carnival Corporation Common Stock held by the NA 2017-08 Trust, (ii) 841,506 shares of Carnival Corporation Common Stock held by the KA 2017-08 Trust, (iii) 739,492 shares of Carnival Corporation Common Stock held by the 2022 KA Remainder Trust,(iv) 1,169,893 shares of Carnival Corporation Stock held by Nickel KA 2022 Trust #2, (v) 304,217 shares of Carnival Corporation Stock held by Nickel KA 2023 Trust #1, and (vi) 690,496 shares of Carnival Corporation Stock held by Nickel KA 2024 Trust #1. The Reporting Person disclaims beneficial ownership of the shares of Carnival Corporation Common Stock held by the NA 2017-08 Trust, the KA 2017-08 Trust and the 2022 KA Remainder Trust.
/s/ Richard L. Kohan, attorney-in-fact 08/22/2025
** 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.

FAQ

What did Micky Arison report on Form 4 for CCL?

The filing reports a gift transfer of 739,492 shares (Code G), a disposition of 347,056 shares, and indirect holdings including 4,587,110 shares in various trusts and 80,736,445 shares via MA 1994 B Shares, L.P.

When was the transaction dated on the Form 4 for CCL?

The earliest transaction date reported is 08/21/2025.

What does transaction code G mean on this Form 4?

Code G in this filing indicates a transfer for no consideration (a gift) from one trust to another as explained in the form.

How many shares does Arison indirectly beneficially own according to the filing?

The filing shows 4,587,110 shares held by various trusts (with specified trust breakdown) and an additional 80,736,445 shares held indirectly via MA 1994 B Shares, L.P.

Does the reporting person claim direct control of all trust-held shares?

No. The filing explicitly states the reporting person disclaims beneficial ownership of the shares held by certain trusts listed in the explanation.
Carnival Corp

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