Bernstein David 4

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.