Carnival Corporation Ltd. SEC Filings

Carnival Corporation Chief Executive Officer Josh Weinstein reported equity compensation activity involving Carnival common stock. On February 10, 2026, he acquired 635,820 shares at $0 upon vesting of performance-based restricted stock units granted in April 2023 under the 2020 Stock Plan.

The performance goals for the 2023–2025 period were certified at 170.4% of target, which determined the number of shares that vested. On the same date, 250,196 shares and 20,976 shares were disposed of at $33.2151 per share to cover taxes on performance-based and time-based restricted stock unit vesting. After these transactions, Weinstein directly owned 1,080,870.228 shares of Carnival common stock.

Carnival Corporation common stock is slated for sale under a Form 144 notice. The filer plans to sell 361,790 shares of Carnival Corporation common stock through Citigroup Global Markets Inc. on the NYSE, with an aggregate market value of 11,555,573.00. These shares were acquired on 04/21/2023 through the vesting of restricted stock units granted under the Carnival Corporation 2020 stock plan. As of the notice, 1,236,706,612 Carnival Corporation shares were outstanding.

Carnival Corporation & plc is asking shareholders to approve a major reorganization that will collapse its dual-listed company structure into a single parent, Carnival Corporation, and then move that parent’s legal domicile from Panama to Bermuda under the name Carnival Corporation Ltd.

Under an English law scheme of arrangement, each Carnival plc share will be exchanged for one common share of Carnival Corporation Ltd., making Carnival plc a wholly owned UK subsidiary. Existing Carnival Corporation shareholders keep their current holdings, which convert into the new Bermuda company’s shares. The combined company will have a single NYSE listing under the symbol CCL, while Carnival plc’s London listing and ADS program will be terminated.

The boards say the changes are intended to create a single global share price, concentrate liquidity, simplify governance and reporting, reduce administrative costs and ease future corporate actions such as dividends or buybacks. They do not expect any change to strategy, assets, operations or management, and UK operations, including the Southampton presence, are expected to remain important. Shareholder and court approvals are required, with meetings scheduled for April 17, 2026 and completion targeted before the end of the second quarter of 2026.

Carnival Corporation & plc files its annual report describing a dual‑listed structure that operates as a single cruise enterprise across eight major brands and a leading Alaska tour business. The company highlights several years of strong performance that reduced debt, achieved double‑digit adjusted return on invested capital, surpassed an investment‑grade leverage threshold and led to reinstating its dividend.

Carnival plans to unify under a single Bermuda‑incorporated parent listed only on the NYSE, with Carnival plc becoming a wholly owned UK subsidiary and plc shareholders receiving Carnival Corporation shares one‑for‑one, subject to shareholder, regulatory and UK court approvals. The filing also details a large, globally diversified fleet, newbuild orders through 2033, growing proprietary destinations such as Celebration Key and Half Moon Cay, and extensive disclosures on risk factors, regulation, taxation and long‑term sustainability goals, including an aspiration for net‑zero ship emissions by 2050.

Carnival Corporation and Carnival plc discuss a recommended simplification of their corporate structure through proposed unification and redomiciliation transactions. Management indicates the change is expected to generate cost savings of a few million dollars upfront and a few million on an ongoing basis, with a payback period of just less than two years, while also streamlining reporting and simplifying governance.

Carnival Corporation plans to file a Registration Statement on Form S-4 containing a joint Proxy Statement/Prospectus for the proposed transactions, and Carnival plc plans to file the Proxy Statement with the SEC. Investors are urged to read these materials when available, as they will contain important information, and the communication is explicitly not an offer or solicitation. The companies also highlight forward-looking statement risks, including required governmental, court and shareholder approvals and broader industry and market conditions.

Carnival Corporation and Carnival plc plan a major simplification of their corporate structure. The dual-listed company framework would be unified into a single company, Carnival Corporation, listed only on the New York Stock Exchange, with Carnival plc becoming a wholly owned UK subsidiary.

Carnival plc shareholders would receive Carnival Corporation shares on a one-for-one basis, and Carnival plc shares and American Depositary Receipts would be de-listed from the London and New York stock exchanges. Carnival Corporation also proposes changing its place of incorporation from Panama to Bermuda under the name Carnival Corporation Ltd., while stating there will be no material changes to business strategy, assets, operations or its commitment to the UK market.

The company expects the unification and Bermuda incorporation to preserve key shareholder voting and economic rights and believes the structure will create a single global share price, streamline governance, reduce administrative costs and potentially increase liquidity and index weighting. These proposals require shareholder, regulatory and UK court approvals, with shareholder materials expected in February 2026, meetings planned for April 2026 and targeted completion in the second quarter of 2026.

Carnival Corporation and Carnival plc outline a plan to simplify their corporate structure by moving from a dual-listed company model to a single listed company. Under the proposal, Carnival Corporation would become the sole public parent company listed on the NYSE, with Carnival plc becoming its wholly owned UK subsidiary, legally registered as Carnival Corporation Ltd. This is expected to result in one stock exchange listing, a unified share price, and a single share register. The companies state that this structure is believed to lead to greater liquidity, a higher weighting in major U.S. stock indexes, streamlined governance and reporting, and lower administrative costs. The proposed unification and redomiciliation will be detailed in a Registration Statement on Form S-4 and a joint Proxy Statement/Prospectus to be filed with the SEC, and shareholders of both companies will be asked to vote on the transactions.

Carnival Corporation & plc is proposing to unify its dual listed company structure into a single share listing on the New York Stock Exchange under Carnival Corporation, with Carnival plc becoming its wholly owned UK subsidiary. As part of the same project, Carnival Corporation also proposes changing its place of incorporation from Panama to Bermuda.

The company states that unification is intended to remove pricing differences between the New York and London listings, simplify governance and reporting, reduce costs and is expected to increase its weighting in key U.S. stock indices. For employees, outstanding equity awards under the Carnival Corporation 2020 Stock Plan will continue on the same terms, with only a slight one-time delay to the 2026 annual grant and a one-for-one exchange of unvested Carnival plc 2024 plan awards into Carnival Corporation awards after completion.

Carnival Corporation & plc describes a proposed plan to simplify its dual listed company structure by moving from separate listings in New York and London to a single stock listing on the NYSE under Carnival Corporation, with Carnival plc becoming its wholly owned UK subsidiary. The company also proposes shifting Carnival Corporation’s legal incorporation from Panama to Bermuda, described as aligned with international financial standards.

The message emphasizes that these are legal and listing changes that do not affect business fundamentals, UK operations, employment terms or the purpose of employee share programs. For participants in the Carnival plc 2005 Employee Stock Purchase Plan, the company states that, with minor administrative adjustments, they can continue to buy discounted company stock. Shareholders are expected to vote on the proposals at meetings planned for April 2026, with unification targeted for completion in 2Q2026, and Carnival plans to file a Form S-4 with a proxy statement/prospectus related to the transactions.