CARNIVAL CORP 8-K

What Happened

• Carnival Corporation and Carnival plc entered into a Unification Agreement on February 20, 2026 to unify their dual-listed company (DLC) structure under a single company (Carnival Corporation) with Carnival plc becoming a wholly‑owned UK subsidiary, and to redomicile Carnival Corporation from Panama to Bermuda as “Carnival Corporation Ltd.”
• The transactions (the “DLC Unification and Redomiciliation Transactions”) are subject to multiple conditions, including shareholder approvals, UK court sanction of a scheme of arrangement, NYSE approval for New CCL Shares, effectiveness of an S‑4 registration statement, and certain competition and foreign investment clearances. Key regulatory milestones already achieved include HSR early termination (Jan 29, 2026), German FDI clearance (Feb 4, 2026) and German Federal Cartel Office clearance (Feb 18, 2026). If required conditions are not met or waived by December 31, 2026, the agreement may be terminated.

Key Details

• Agreement date: February 20, 2026.
• Structure: DLC Unification — Carnival Corporation becomes the single parent; Carnival plc becomes wholly‑owned UK subsidiary. Redomiciliation: Carnival Corporation to move from Panama to Bermuda as “Carnival Corporation Ltd.”
• Regulatory/listing conditions: NYSE approval for New CCL Shares, S‑4 registration statement must be effective, scheme of arrangement must be sanctioned by UK court, and other antitrust/FDI clearances must be obtained.
• Timing/termination: Parties must satisfy or waive conditions by Dec 31, 2026 or the Unification Agreement may be terminated. Upon effectiveness, Carnival plc ADSs are to be delisted from the NYSE and the ADS facility terminated.

Why It Matters

• This is a material corporate reorganization that would simplify Carnival’s dual‑listed structure into a single parent company and change the legal domicile of the primary operating company. For investors, the transaction could affect share listing mechanics (New CCL Shares and NYSE listing), the status of Carnival plc ADSs, and the administration of employee equity awards.
• The deal is not final: it requires shareholder votes, court approval and several regulatory and listing clearances before it becomes effective. Investors should watch upcoming shareholder meetings, the UK court sanction, S‑4 effectiveness, and NYSE listing decisions for updates on timing and final approval.