Carnival plc (CUK) CHRO reports Trust Share vesting and tax withholding in Form 4

Rhea-AI Filing Summary

Carnival plc Chief Human Resources Officer Bettina Alejandra Deynes reported equity compensation activity involving Carnival Corporation-linked trust shares. On February 10, 2026, she acquired 47,686 Trust Shares at $0 upon vesting of performance-based restricted stock units granted in April 2023.

The performance-based awards for the 2023–2025 period vested at 170.4% of target after pre-established goals were certified by the Compensation Committee. The company withheld 18,765 Trust Shares and a further 1,725 Trust Shares at a price of $33.2151 per share to cover tax obligations tied to vesting. Following these transactions, Deynes directly beneficially owned 97,322 Trust Shares, which represent beneficial interests paired with 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 PLC [ CUK ]

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
Trust Shares (beneficial Interest in Special Voting Share)(1)	02/10/2026		A(2)		47,686(3)	A	$0	117,812	D
Trust Shares (beneficial Interest in Special Voting Share)(1)	02/10/2026		F		18,765(4)	D	$33.2151	99,047	D
Trust Shares (beneficial Interest in Special Voting Share)(1)	02/10/2026		F		1,725(5)	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. Represents trust shares (the "Trust Shares") of beneficial interests in P&O Princess Voting Trust (the "Trust"). In connection with the dual listed company transaction between Carnival plc (f/k/a P&O Princess Cruises plc) and Carnival Corporation (the "DLC Transaction"), Carnival plc issued one special voting share to the Trust and, following a series of transactions, the Trust Shares were distributed to holders of common stock of Carnival Corporation (the "Carnival Corporation Common Stock"). Since completion of the DLC Transaction on April 17, 2003, if Carnival Corporation issues Carnival Corporation Common Stock to a person, the Trust will issue an equivalent number of Trust Shares to such person. The Trust Shares are paired with shares of Carnival Corporation Common Stock and are represented by the same stock certificate. The Trust Shares represent a beneficial interest in the Carnival plc special voting share.

2. 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.

3. 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.

4. Represents shares withheld by the Issuer to cover taxes associated with vesting of performance-based restricted stock units granted April 21, 2023.

5. 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 (CUK) report for Bettina Deynes on February 10, 2026?

Bettina Alejandra Deynes reported vesting-related equity transactions on February 10, 2026. She acquired 47,686 Trust Shares at $0 from performance-based restricted stock units, with additional shares withheld to satisfy tax obligations, all tied to Carnival Corporation-linked trust interests.

How many Carnival-linked Trust Shares did Bettina Deynes acquire in the latest Form 4 for CUK?

Deynes acquired 47,686 Trust Shares in the reported transaction. These Trust Shares arose from vesting performance-based restricted stock units granted in April 2023 under the Carnival Corporation 2020 Stock Plan, each RSU corresponding to one share of Carnival Corporation common stock.

Why were some Carnival (CUK) Trust Shares disposed of in Bettina Deynes’ Form 4 filing?

The reported share dispositions were to cover tax obligations from RSU vesting. Carnival withheld 18,765 Trust Shares related to performance-based RSUs and 1,725 Trust Shares related to time-based RSUs, both granted April 21, 2023, at a price of $33.2151 per share.

What performance outcome triggered Bettina Deynes’ RSU vesting in Carnival’s latest insider report?

Performance goals were achieved at 170.4% of target for 2023–2025. Under pre-established goals certified by the Compensation Committee, Deynes could earn 0–200% of target PBS RSUs, with actual results producing the 170.4% vesting level disclosed in the filing.

How many Trust Shares does Bettina Deynes own after the February 2026 Carnival (CUK) transactions?

Deynes directly beneficially owned 97,322 Trust Shares after the transactions. This figure reflects the acquisition from RSU vesting and the shares withheld for taxes, leaving her reported post-transaction balance in Trust Shares tied to Carnival Corporation common stock.

What are Trust Shares in the context of Carnival plc (CUK) and this Form 4 filing?

Trust Shares represent beneficial interests in a Carnival plc special voting share. Issued through the P&O Princess Voting Trust after the dual-listed company transaction, each Trust Share is paired with a share of Carnival Corporation common stock and represented on the same stock certificate.