CARNIVAL PLC·4

May 7, 5:36 PM ET

Nickel 2015-94 B Trust 4

4 · CARNIVAL PLC · Filed May 7, 2026

Research Summary

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Carnival plc (CUK) Trust Surrenders 80,736,445 Trust Shares

What Happened
Nickel 2015-94 B Trust (the "Reporting Person"), which held Trust Shares representing beneficial interests in Carnival plc's special voting share, disposed of 80,736,445 Trust Shares on May 7, 2026. The disposition was to the issuer (Carnival plc) and, per the filing, the Trust Shares were surrendered for no consideration and then canceled in connection with the DLC Unification and Redomiciliation. No Carnival Corporation common stock was sold by the Reporting Person in connection with this transaction. Reported price: N/A.

Key Details

  • Transaction date: May 7, 2026 (Disposition to issuer, code D).
  • Shares disposed: 80,736,445 Trust Shares. Price/consideration: surrendered for no consideration (canceled).
  • Shares owned after transaction: Trust Shares beneficially owned by the Reporting Person were surrendered and canceled (effectively 0 Trust Shares remaining). The Reporting Person did not dispose of any Carnival Corporation common stock.
  • Relevant footnotes: F1 explains Trust Shares are beneficial interests in the P&O Princess Voting Trust paired with Carnival Corporation common stock; F2 explains the surrender and cancellation occurred due to DLC Unification and Redomiciliation.
  • Section 13(d) note: The Reporting Person may be deemed part of a >10% group but disclaims such membership (per remarks).
  • Filing appears to report the transaction on May 7, 2026 (the same date as the transaction).

Context
This was not an open-market sale by an executive but a corporate-transaction-driven surrender and cancellation of trust voting shares tied to the DLC Unification and Redomiciliation (Carnival plc became a wholly owned subsidiary). Such a disposition reflects a structural corporate change, not necessarily a signal of insider market sentiment.

Insider Transaction Report

Form 4Exit
Period: 2026-05-07
Transactions
  • Disposition to Issuer

    Trust Shares (Beneficial Interest in Special Voting Share)

    [F1][F2]
    2026-05-0780,736,4450 total
Footnotes (2)
  • [F1]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 (fka 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.
  • [F2]On May 7, 2026, Carnival Corporation and Carnival plc completed the previously announced DLC Unification and Redomiciliation Transactions (the "DLC Unification and Redomiciliation"), pursuant to which Carnival plc became a wholly-owned subsidiary of Carnival Corporation Ltd. In connection with the consummation of the DLC Unification and Redomiciliation, the Trust Shares beneficially owned by the Reporting Person were surrendered to Carnival plc for no consideration, and then canceled. The Reporting Person did not dispose of any Carnival Corporation securities in connection with the DLC Unification and Redomiciliation.
Signature
/s/ Richard L. Kohan, attorney-in-fact|2026-05-07

Documents

1 file
  • 4
    es260775417_4-nickelcuk.xmlPrimary

    OWNERSHIP DOCUMENT