Connors Nelda J 4

What Happened

• Nelda J. Connors, a director of Carnival Corporation & plc (CCL), received an award of 7,712 unrestricted shares on 2026-05-08 (recorded at $0.00 on the Form 4). The grant was approved by the Board with an assigned value of $210,000; the share count was determined using the 20-day average closing price per the plan.
• On 2026-05-11, 616 shares were withheld by the issuer to cover tax withholding obligations at an indicated price of $26.38 per share (cash value ≈ $16,250). Net shares added to Connors’ account from this grant = 7,712 − 616 = 7,096 shares.

Key Details

• Transactions: 2026-05-08 — Award/Grant (Code A) of 7,712 shares; 2026-05-11 — Tax withholding (Code F) of 616 shares at $26.38 (≈ $16,250).
• Grant basis: Board-approved $210,000 award; share count set by dividing grant value by the 20-day average closing price (rounded down) per footnote.
• Other footnotes: includes shares acquired via dividend reinvestment feature; withholding represents shares retained by issuer to cover taxes.
• Shares owned after transaction: Not disclosed in this filing.
• Filing: Form filed 2026-05-12 for transactions on 2026-05-08 and 2026-05-11 — appears timely (no late filing indicated).

Context

• This was a routine director compensation award of unrestricted shares under Carnival’s 2020 Stock Plan, not an open-market purchase or sale; such grants are common for non-executive directors.
• The withholding of shares to cover taxes is a standard, cashless method for satisfying tax obligations and does not necessarily indicate a buy/sell signal about the insider’s view of the stock.