Carnival plc (CUK) officer gains RSU shares, withholds stock for taxes

Rhea-AI Filing Summary

Carnival plc Chief Maritime Officer Lars Ljoen reported equity award activity involving trust shares linked to Carnival Corporation common stock. On February 10, 2026, he acquired 18,164 Trust Shares at $0 upon vesting of performance-based restricted stock units granted in April 2023, after 2023–2025 goals were certified at 170.4% of target. On the same date, 7,513 and 2,940 Trust Shares were disposed of at $33.2151 per share to cover taxes on vesting of performance-based and time-based restricted stock units. After these transactions, Ljoen directly beneficially owned 54,634 Trust Shares.

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^*

Ljoen Lars Jakob

(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 Maritime 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)		18,164(3)	A	$0	65,087	D
Trust Shares (beneficial Interest in Special Voting Share)(1)	02/10/2026		F		7,513(4)	D	$33.2151	57,574	D
Trust Shares (beneficial Interest in Special Voting Share)(1)	02/10/2026		F		2,940(5)	D	$33.2151	54,634	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/ Lars Ljoen	02/12/2026
	** 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.

FAQ

What insider transactions did Carnival plc (CUK) report for Lars Ljoen?

Carnival plc reported that Chief Maritime Officer Lars Ljoen acquired 18,164 Trust Shares at $0 from vesting performance-based RSUs, then disposed of 7,513 and 2,940 Trust Shares at $33.2151 each to satisfy tax obligations tied to vested performance-based and time-based restricted stock units.

How many Carnival plc (CUK) Trust Shares does Lars Ljoen own after these transactions?

Following the reported equity award and related tax withholdings, Chief Maritime Officer Lars Ljoen directly beneficially owned 54,634 Trust Shares. These Trust Shares represent beneficial interests in a special voting share linked to Carnival Corporation common stock through the P&O Princess Voting Trust structure described in the filing.

What triggered the 18,164-share award to Carnival plc (CUK) officer Lars Ljoen?

The 18,164 Trust Shares reflect vesting of performance-based restricted stock units granted in April 2023 under the Carnival Corporation 2020 Stock Plan. Performance for the 2023–2025 period was certified at 170.4% of target, which determined the final number of vested shares reported.

Were Lars Ljoen’s Carnival plc (CUK) share disposals open-market sales?

The filing classifies the 7,513 and 2,940 Trust Share disposals under code F, meaning shares were withheld by the issuer to pay taxes on RSU vesting. This indicates tax-withholding dispositions, not discretionary open-market sales initiated for portfolio or liquidity reasons.

What are the Trust Shares reported in the Carnival plc (CUK) Form 4?

The Trust Shares are beneficial interests in a special voting share held by the P&O Princess Voting Trust. For each Carnival Corporation common share issued, the Trust issues an equivalent Trust Share, pairing them on the same certificate and linking voting rights between Carnival plc and Carnival Corporation.

How are Carnival plc (CUK) performance-based RSUs measured for vesting?

The performance-based RSUs allowed Lars Ljoen to earn 0–200% of target shares based on pre-established goals for the 2023–2025 period. The Compensation Committee certified achievement at 170.4% of target, directly determining the number of Trust Shares that vested and were reported acquired on the Form 4.