[8-K] Carnival PLC Reports Material Event

Rhea-AI Filing Summary

Form 8-K overview: On June 24, 2025, Carnival Corporation & plc (NYSE: CCL/ CUK) furnished a Form 8-K under Item 2.02 announcing preliminary second-quarter operating results.

The accompanying press release, filed as Exhibit 99.1 and titled “CARNIVAL CORPORATION & PLC TOPS GUIDANCE ACHIEVING HIGHEST-EVER SECOND QUARTER OPERATING RESULTS AND EXCEEDING 2026 SEA CHANGE FINANCIAL TARGETS 18 MONTHS EARLY,” states that the company:

• Topped internal guidance for Q2 FY 2025.
• Recorded its highest-ever second-quarter operating performance.
• Surpassed all “Sea Change” 2026 financial goals a full 18 months ahead of schedule.

The Form 8-K clarifies that the press release is furnished, not filed, meaning it is excluded from Section 18 liability and will not be automatically incorporated into future SEC filings. No detailed financial statements, EPS figures, revenue totals, or segment data were provided within the 8-K itself; investors must review Exhibit 99.1 for quantitative metrics.

Administrative details: The filing lists existing securities (CCL, CUK, CUK29) and includes no other material items or transactions. The document was signed by CFO & CAO David Bernstein for both Carnival Corporation and Carnival plc.

Investor takeaway: The language points to materially stronger-than-expected operating performance and accelerated strategic execution, which is directionally positive for near-term earnings expectations and deleveraging efforts. However, the absence of numerical detail within the filing limits immediate financial modelling and requires consultation of the furnished press release for full context.

Positive

• Record second-quarter operating results signal strong demand and operational efficiency.
• Guidance exceeded, indicating management outperformance versus prior expectations.
• 2026 “Sea Change” financial targets achieved 18 months early, demonstrating accelerated strategic execution.

Negative

• No quantitative metrics disclosed within the 8-K, limiting immediate analysis and valuation updates.
• Information furnished, not filed, reducing legal accountability and leaving room for later revisions.

Insights

Sell-Side Equity Analyst

TL;DR: Record Q2 performance and early target beat signal positive earnings momentum; lack of numbers tempers precision.

The 8-K’s headline achievement—highest ever Q2 operating results and early completion of 2026 “Sea Change” goals—implies meaningful upside to consensus models that had already baked in post-pandemic occupancy recovery. Beating guidance usually cascades into higher FY 2025 EPS and FCF revisions, while early target attainment supports management credibility. Still, without disclosed revenue, EBITDA, or net yield data, the market must wait for Exhibit 99.1 or the full Q2 10-Q to quantify magnitude. The filing’s furnished status limits legal liability but also underscores its preliminary nature. Directionally, this is clearly positive and likely impactful, particularly for credit spreads on the 1.000% 2029 notes (CUK29) given potential acceleration of leverage reduction.

Risk Analyst

TL;DR: Positive headline yet insufficient disclosure introduces information-gap risk until detailed figures are released.

From a risk perspective, management’s statement of record results is encouraging for liquidity and covenant headroom; however, the absence of supporting numbers means investors cannot assess sustainability, margin mix, or one-off drivers in Q2. The furnished nature prevents automatic incorporation into shelf registrations, reducing litigation exposure but also limiting accountability. Should final numbers fall short of the strong narrative, the company faces reputational risk. Overall impact leans positive but warrants cautious verification once Exhibit 99.1 is reviewed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 24, 2025

Carnival Corporation						Carnival plc
(Exact name of registrant as specified in its charter)						(Exact name of registrant as specified in its charter)
Republic of Panama						England and Wales
(State or other jurisdiction of incorporation)						(State or other jurisdiction of incorporation)
001-9610						001-15136
(Commission File Number)						(Commission File Number)
59-1562976						98-0357772
(IRS Employer Identification No.)						(IRS Employer Identification No.)
3655 N.W. 87th Avenue Miami, Florida 33178-2428						Carnival House, 100 Harbour Parade Southampton SO15 1ST, United Kingdom
(Address of principal executive offices) (Zip Code)						(Address of principal executive offices) (Zip Code)
(305) 599-2600						011 44 23 8065 5000
(Registrant’s telephone number, including area code)						(Registrant’s telephone number, including area code)
None						None
(Former name or former address,  if changed since last report.)						(Former name, former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock ($0.01 par value)			CCL			New York Stock Exchange, Inc.
Ordinary Shares each represented by American Depositary Shares ($1.66 par value) Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust			CUK			New York Stock Exchange, Inc.
1.000% Senior Notes due 2029			CUK29			New York Stock Exchange LLC

Indicate by check mark whether the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter).

Emerging growth companies ☐

If emerging growth companies, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On June 24, 2025, Carnival Corporation & plc issued a press release entitled “CARNIVAL CORPORATION & PLC TOPS GUIDANCE ACHIEVING HIGHEST-EVER SECOND QUARTER OPERATING RESULTS AND EXCEEDING 2026 SEA CHANGE FINANCIAL TARGETS 18 MONTHS EARLY.” A copy of this press release is furnished as Exhibit 99.1 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of either Carnival Corporation or Carnival plc, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press release, dated June 24, 2025 (furnished pursuant to Item 2.02).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CARNIVAL CORPORATION

CARNIVAL PLC

By:

/s/ David Bernstein

By:

/s/ David Bernstein

Name:

David Bernstein

Name:

David Bernstein

Title:

Chief Financial Officer and Chief Accounting Officer

Title:

Chief Financial Officer and Chief Accounting Officer

Date:

June 24, 2025

Date:

June 24, 2025

FAQ

What did Carnival (CUK) announce in its June 24, 2025 Form 8-K?

The company reported that it beat guidance, achieved record Q2 operating results, and met 2026 financial targets 18 months early.

Were specific revenue or EPS figures provided in Carnival’s 8-K?

No. The filing contains no quantitative financial metrics; investors must review Exhibit 99.1 for details.

Is the press release considered filed or furnished?

Furnished under Item 2.02, meaning it is not subject to Section 18 liability and won’t be automatically incorporated into future filings.

Which securities of Carnival are listed in the 8-K?

Common Stock (CCL), ADR-represented Ordinary Shares (CUK), and 1.000% Senior Notes due 2029 (CUK29).

Who signed the Form 8-K for Carnival Corporation & plc?

David Bernstein, Chief Financial Officer and Chief Accounting Officer, signed on June 24, 2025.