CARNIVAL CORP 8-K

What Happened

• On February 12, 2026, Carnival plc entered into Amendment No. 1 to its Amended and Restated Deposit Agreement (originally dated April 21, 2003) with JPMorgan Chase Bank, N.A., as depositary. The Amendment revises when the ADR program can be terminated, including an automatic termination if the proposed unification of Carnival Corporation and Carnival plc’s dual-listed company arrangement is consummated and Carnival Corporation migrates from Panama to Bermuda.

Key Details

• Effective termination triggers now include: (i) 30 days’ notice from the Company to the Depositary; (ii) immediate termination upon completion of the proposed unification and migration; (iii) 30 days’ notice from the Depositary to holders if specified events occur (e.g., depositary resignation or removal with no successor after 60 days, bankruptcy/insolvency, NYSE/LSE delisting, redemption or absence of deposited securities, or certain mergers/consolidations).
• If termination occurs because of the unification/migration, the Depositary will use reasonable efforts to distribute common shares of Carnival Corporation Ltd. (“New Carnival Shares”) to ADR holders. If distribution isn’t possible, the Depositary may sell remaining deposited securities and hold or distribute net proceeds in trust (without interest) for holders.
• Amendment also includes technical and conforming changes to the Form of ADR. The Amendment is attached as Exhibit 4.1 to the filing.

Why It Matters

• For ADR holders, the change clarifies what will happen to their ADRs if Carnival completes the proposed unification and corporate migration — ADRs may convert into New Carnival Shares or be cashed out via sale proceeds held in trust. This affects how U.S.-listed ADR holders will receive value and the future mechanics of the ADR program.
• The revised termination triggers also give clearer paths for program termination in cases of depositary changes, delisting, insolvency, or corporate transactions, which can impact liquidity, trading continuity and timing for holders to receive underlying securities or proceeds.