Gearhart Jeffrey J 4

What Happened

• Jeffrey J. Gearhart, a director of Carnival Corporation & plc (CCL), received a grant of 7,712 unrestricted Carnival shares on 2026-05-08 (award code A). The shares were granted at $0.00 per share as an award; the board approved a grant value of $210,000 (see footnotes).
• To cover withholding taxes on that grant, 616 shares were withheld/disposed on 2026-05-11 at $26.38 per share, generating approximately $16,250 (transaction code F). The grant itself is a non-purchase award rather than an open‑market buy.

Key Details

• Transaction dates and prices:
  • 2026-05-08: Grant of 7,712 unrestricted shares (price reported $0.00; grant value approved $210,000 per footnote).
  • 2026-05-11: 616 shares withheld/disposed for tax withholding at $26.38/share (≈ $16,250).
• Shares owned after transaction: Not disclosed in this Form 4.
• Notable footnotes:
  • Grant made under the Carnival Corporation Ltd. 2020 Stock Plan.
  • Board approved a $210,000 value for the grant; share count based on a 20-day average closing price and rounded down.
  • Includes shares from dividend reinvestment in the reporting person's account.
  • The 616-share disposal represents shares withheld by the issuer to cover taxes.
• Filing timeliness: No late filing is indicated on this Form 4.

Context

• This is an award of unrestricted shares to a non-executive director (routine compensation), not an open‑market purchase or an option exercise. The subsequent withholding of shares to cover taxes is a common administrative step and does not necessarily indicate trading intent or a view on the stock.