Bernstein David 4
4 · CARNIVAL PLC · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Carnival (CUK) CFO David Bernstein Sells Shares, Receives Award
What Happened
- David Bernstein, Carnival plc’s Chief Financial Officer & Chief Administrative Officer, disposed of 361,790 shares in an open-market sale at $33.22 per share for total proceeds of $12,016,891 (transaction code S) and simultaneously acquired 333,805 shares via award/vesting (transaction code A) on Feb 10, 2026. The awarded shares were recorded at $0.00 (vested RSUs).
Key Details
- Transaction dates and prices:
- 2026-02-10: Award/Acquisition of 333,805 shares @ $0.00 (vesting of RSUs)
- 2026-02-10: Open-market sale of 361,790 shares @ $33.22, proceeds $12,016,891
- Shares owned after the transaction: Not specified in the provided filing.
- Notable footnotes:
- F2/F3: The 333,805 shares reflect vesting of performance-based restricted stock units (PBS RSUs) granted April 2023 under the Carnival Corporation 2020 Stock Plan; performance goals were met at 170.4% of target, triggering the vesting reported.
- F1: Some shares are reported as beneficial interests in the P&O Princess Voting Trust (trust structure tied to Carnival plc/Carnival Corporation dual-listed arrangement).
- Filing timeliness: Report filed 2026-02-12 for transactions on 2026-02-10 — appears to be a timely Form 4 filing.
Context
- The award reflects performance-based RSU vesting (no cash paid), while the sale was an open-market disposition. The sale quantity slightly exceeds the vested shares, indicating the sale included previously held shares as well as or instead of only the newly vested units; filings do not state the seller’s motive.
Insider Transaction Report
Form 4
CARNIVAL PLCCUK
Bernstein David
CFO & CAO
Transactions
- Award
Trust Shares (beneficial Interest in Special Voting Share)
[F1][F2][F3]2026-02-10+333,805→ 473,858 total - Sale
Trust Shares (beneficial Interest in Special Voting Share)
[F1]2026-02-10$33.22/sh−361,790$12,016,891→ 112,068 total
Footnotes (3)
- [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]Vesting of performance-based restricted stock units ("PBS RSUs") granted in April 2023 pursuant to the Carnival Corporation 2020 Stock Plan. Each PBS RSU represents one share of Carnival Corporation common stock.
- [F3]The reporting person was eligible to earn from 0-200% of the target amount based on the achievement of certain pre-established performance goals for the 2023-2025 performance period, as certified by the Compensation Committee. These goals were achieved at 170.4% of target, resulting in the vesting of the shares reported herein.
Signature
/s/ David Bernstein|2026-02-12