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Carnival (NYSE: CUK) CFO has 17,312 Trust Shares withheld for taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Carnival plc CFO & CAO David Bernstein reported routine tax-related share dispositions tied to restricted stock unit vesting. On April 21, 2026, the company withheld 9,734 Trust Shares of beneficial interests in a special voting share at $28.7402 per share, leaving 95,012 Trust Shares reported after that transaction.

A separate same-day transaction shows the company withholding an additional 7,578 Trust Shares at the same price, with 104,746 Trust Shares reported following that entry. Footnotes state these Trust Shares are paired with Carnival Corporation common stock and that both dispositions were to cover taxes on time-based restricted stock units, not open-market sales.

Positive

  • None.

Negative

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Insider Bernstein David
Role CFO & CAO
Type Security Shares Price Value
Tax Withholding Trust Shares (beneficial Interest in Special Voting Share) 7,578 $28.7402 $218K
Tax Withholding Trust Shares (beneficial Interest in Special Voting Share) 9,734 $28.7402 $280K
Holdings After Transaction: Trust Shares (beneficial Interest in Special Voting Share) — 104,746 shares (Direct, null)
Footnotes (1)
  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 (fka 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. Represents shares withheld by the Company to cover taxes associated with vesting of time-based restricted stock units granted April 8, 2024. Includes dividend equivalent shares associated with the release of restricted stock units. Represents shares withheld by the Company to cover taxes associated with vesting of time-based restricted stock units granted April 16, 2025.
Tax-withheld shares (total) 17,312 Trust Shares Tax withholding on RSU vesting, April 21, 2026
First tax-withheld block 9,734 Trust Shares Disposition at $28.7402 per share, April 21, 2026
Second tax-withheld block 7,578 Trust Shares Disposition at $28.7402 per share, April 21, 2026
Reported holdings after first entry 95,012 Trust Shares Total Trust Shares reported following first transaction
Reported holdings after second entry 104,746 Trust Shares Total Trust Shares reported following second transaction
Transaction price $28.7402 per share Value used for both tax-withholding dispositions
Trust Shares financial
"Represents trust shares (the "Trust Shares") of beneficial interests in P&O Princess Voting Trust"
P&O Princess Voting Trust financial
"beneficial interests in P&O Princess Voting Trust (the "Trust")"
time-based restricted stock units financial
"shares withheld by the Company to cover taxes associated with vesting of time-based restricted stock units granted April 8, 2024"
Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.
dividend equivalent shares financial
"Includes dividend equivalent shares associated with the release of restricted stock units"
special voting share financial
"The Trust Shares represent a beneficial interest in the Carnival plc special voting share"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Bernstein David
(Last)(First)(Middle)
CARNIVAL CORPORATION
3655 NW 87TH AVE
(Street)
MIAMI FLORIDA 33178
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
CARNIVAL PLC [ CUK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO & CAO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Trust Shares (beneficial Interest in Special Voting Share)(1)04/21/2026F7,578(2)D$28.7402104,746(3)D
Trust Shares (beneficial Interest in Special Voting Share)(1)04/21/2026F9,734(4)D$28.740295,012D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 (fka 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. Represents shares withheld by the Company to cover taxes associated with vesting of time-based restricted stock units granted April 8, 2024.
3. Includes dividend equivalent shares associated with the release of restricted stock units.
4. Represents shares withheld by the Company to cover taxes associated with vesting of time-based restricted stock units granted April 16, 2025.
/s/ David Bernstein04/23/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Carnival (CUK) CFO David Bernstein report in this Form 4?

David Bernstein reported two tax-withholding dispositions of Trust Shares on April 21, 2026. The company withheld shares to cover taxes from vesting time-based restricted stock units, rather than Bernstein selling shares in the open market.

How many Carnival (CUK) Trust Shares were withheld for taxes in this filing?

The filing shows 17,312 Trust Shares withheld for taxes in total. One transaction covered 9,734 shares and another covered 7,578 shares, each at a price of $28.7402 per share, related to restricted stock unit vesting.

Were any of David Bernstein’s Carnival (CUK) Trust Shares sold in the open market?

No, the Form 4 describes tax-withholding dispositions coded as “F” transactions. Footnotes explain the shares were withheld by Carnival to pay taxes on vesting restricted stock units, not sold by Bernstein through open-market transactions.

What are Carnival (CUK) Trust Shares and how do they relate to common stock?

The filing states Trust Shares represent beneficial interests in a Carnival plc special voting share held by P&O Princess Voting Trust. They are paired with Carnival Corporation common stock and represented by the same stock certificate following the dual listed company transaction.

Which equity awards triggered the tax-withholding share dispositions for Carnival (CUK) CFO?

Footnotes indicate the withheld shares covered taxes from vesting time-based restricted stock units granted on April 8, 2024 and April 16, 2025. These awards vested, creating tax obligations that the company satisfied by withholding Trust Shares.