Carnival CFO has shares withheld for taxes

Carnival plc CFO & CAO David Bernstein reported routine tax-related share dispositions tied to restricted stock unit vesting.

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.

Insider Trade Summary

Exercise Price or Tax Liability: 17,312 shares

Exercise Price or Tax Liability 2 txns

Insider Bernstein David

Role CFO & CAO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Trust Shares (beneficial Interest in Special Voting Share)	7,578	$28.7402	$218K
Exercise Price or Tax Liability	Trust Shares (beneficial Interest in Special Voting Share)	9,734	$28.7402	$280K

Holdings After Transaction: Trust Shares (beneficial Interest in Special Voting Share) — 95,012 shares (Direct)

Footnotes (4)

1. F1. 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. F2. Represents shares withheld by the Company to cover taxes associated with vesting of time-based restricted stock units granted April 8, 2024.
3. F3. Includes dividend equivalent shares associated with the release of restricted stock units.
4. F4. Represents shares withheld by the Company to cover taxes associated with vesting of time-based restricted stock units granted April 16, 2025.

Key Figures

Tax-withheld shares (total): 17,312 Trust Shares First tax-withheld block: 9,734 Trust Shares Second tax-withheld block: 7,578 Trust Shares +3 more

6 metrics

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

Key Terms

Trust Shares, P&O Princess Voting Trust, time-based restricted stock units, dividend equivalent shares, +1 more

5 terms

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"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/23/2026 - 11:39 AM EDT Learn about SEC filing dates

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

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)

	Director		10% Owner
X	Officer (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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Trust Shares (beneficial Interest in Special Voting Share)(1)	04/21/2026		F		7,578(2)	D	$28.7402	104,746(3)	D
Trust Shares (beneficial Interest in Special Voting Share)(1)	04/21/2026		F		9,734(4)	D	$28.7402	95,012	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 (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 Bernstein	04/23/2026
	** Signature of Reporting Person	Date
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)