Carnival Corporation and Carnival plc have signed a unification agreement to combine their current dual listed company structure into a single company under Carnival Corporation, with Carnival plc becoming its wholly owned UK subsidiary. They also plan to migrate Carnival Corporation’s domicile from the Republic of Panama to Bermuda under the new name “Carnival Corporation Ltd.”.
These DLC unification and redomiciliation transactions are subject to multiple conditions, including regulatory clearances and a scheme of arrangement becoming effective. Certain German regulatory approvals and early termination of the U.S. antitrust waiting period have already been obtained. If all conditions are not met or waived by December 31, 2026, the transactions may not proceed.
Carnival Corporation has filed Amendment No. 1 to a Form S-4/ proxy statement-prospectus describing a proposed reorganization to unify its dual‑listed company structure and to redomicile Carnival Corporation from Panama to Bermuda as Carnival Corporation Ltd.
The plan would exchange each Carnival plc ordinary share for one Common Share of Carnival Corporation Ltd., cancel Carnival plc’s LSE listing and ADS program, and retain NYSE trading under the symbol CCL. The proposals are subject to shareholder, court and regulatory approvals, with shareholder meetings scheduled for April 17, 2026 and a timetable that targets completion before the end of the second quarter of 2026 (Scheme Effective Date shown as May 7, 2026 in the expected timetable). The filing states former Carnival plc shareholders are expected to hold approximately 10.6% of issued Common Shares and existing Carnival Corporation shareholders approximately 89.4% immediately after completion.
Carnival plc has amended its Amended and Restated Deposit Agreement governing its American Depositary Receipts. The change focuses on when the ADR program can be terminated and what happens to holders’ underlying economic interest.
The agreement may now end on 30 days’ notice from Carnival plc, automatically if the proposed unification of the dual listed company structure and the migration of Carnival Corporation from Panama to Bermuda are completed, or after certain events such as delistings, insolvency, failure to appoint a successor depositary, redemption of deposited securities, or corporate transactions exchanging the underlying shares. If terminated due to the unification and migration, the depositary will seek to distribute New Carnival Shares to ADR holders, or otherwise sell remaining securities and hold net cash proceeds in trust. The amendment also makes technical and conforming changes to the ADR form.
Carnival Corp’s General Counsel Enrique Miguez reported equity compensation activity tied to prior stock awards. On February 10, 2026, he acquired 63,581 shares of common stock at $0 per share through 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, increasing the vested amount. On the same date, 25,141 shares and 2,098 shares were withheld at $33.2151 per share to cover tax obligations on performance-based and time-based restricted stock units, respectively, leaving him with 161,900 directly held shares.
Carnival Corporation’s Chief Maritime Officer Lars Jakob Ljoen reported equity compensation activity involving common stock. On February 10, 2026, he acquired 18,164 shares at $0 per share through the vesting of performance-based restricted stock units granted under the 2020 Stock Plan.
The performance units for the 2023–2025 period vested at 170.4% of target based on pre-established goals certified by the Compensation Committee. To cover related tax liabilities, 7,513 shares and 2,940 shares were withheld at a price of $33.2151 per share. After these transactions, Ljoen directly held 54,634 shares of Carnival common stock.
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.
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.
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.