Carnival Corporation & plc has announced that its Boards of Directors recommend unifying its dual listed company (DLC) arrangement under a single company and migrating Carnival Corporation’s place of legal incorporation from the Republic of Panama to Bermuda under the name “Carnival Corporation Ltd,” subject to shareholder and regulatory approval. Carnival Corporation & plc is currently organized as two separate legal entities but operates as a single economic enterprise with a single executive management team and identical Boards of Directors. Carnival Corporation is listed on the New York Stock Exchange (NYSE) in the United States and Carnival plc is listed on the London Stock Exchange (LSE) in the United Kingdom, with its American Depositary Shares listed on the NYSE.

A unified entity will result in a single listing on the NYSE (under Carnival Corporation with Carnival plc as its wholly owned UK subsidiary) and a single share price globally, which will eliminate the current difference in the share price between the U.S. and the UK markets. Unification is also expected to benefit the company and its shareholders by simplifying governance, streamlining regulatory reporting, and lowering audit, legal and administrative costs.

These moves will not change the company’s business fundamentals, including strategy, underlying assets and operations, commitment to the vital UK market and Southampton presence, Board composition, executive leadership team, guest experience or team member roles. The unification and legal incorporation in Bermuda are expected to preserve key shareholder voting and economic rights. 

The DLC arrangement was put in place in 2003 during the combination of Carnival Corporation and P&O Princess Cruises plc (now Carnival plc). The DLC arrangement allowed P&O Princess Cruises shareholders to stay invested in the combined entity through the LSE listing of Carnival plc and Carnival Corporation shareholders to stay invested in the combined entity through the NYSE listing of Carnival Corporation.

Since the DLC arrangement was put in place, equity markets have become increasingly global. The vast majority of Carnival Corporation & plc’s shares today are traded on the NYSE, the world’s largest stock exchange by total market capitalization and accessible to most investors worldwide. The market capitalization of the LSE listing represents only approximately 10% of Carnival Corporation & plc’s combined market capitalization, and a small minority of shares traded.

Changing Carnival Corporation’s place of legal incorporation to Bermuda is a strategic move to position the company within a jurisdiction that is widely recognized and aligned with international financial standards.

From a legal perspective, Carnival Corporation will become a Bermuda company, legally registered as Carnival Corporation Ltd.

While Carnival Corporation is updating its place of legal incorporation, its global headquarters will remain in Miami, Florida, U.S., and it will continue to have a substantial presence in the UK supporting the company’s global operations.

No. Unification and legal incorporation in Bermuda will not change Carnival Corporation’s business fundamentals, including strategy, underlying assets and operations, commitment to the vital UK market and Southampton presence, Board composition, executive leadership team, guest experience or team member roles. The unification and legal incorporation in Bermuda are also expected to preserve key shareholder voting and economic rights.

No. This is merely a simplification of the company’s technical administrative corporate structure. It eliminates unnecessary complexity and is expected to deliver benefits to shareholders, but does not change the company’s business fundamentals, including strategy, underlying assets and operations, commitment to the vital UK market and Southampton presence, Board composition, executive leadership team, guest experience or team member roles.

Unification creates a less complex corporate structure that is expected to deliver a number of benefits to the company and its shareholders by simplifying governance, reducing administrative obligations, streamlining regulatory reporting requirements and lowering audit, legal and administrative costs. It’s an important step in positioning the company for the future.

Having a single share listing on the NYSE is expected to make the shares more liquid and increase the shares’ weighting in major U.S. stock indexes.

The process was initiated by the executive leadership and Boards of Directors of Carnival Corporation & plc based on a regular review of the DLC arrangement to ensure it is fit-for-purpose. During that process, it was determined that now is the right time to unify the corporate structure to help drive additional value for the company and its shareholders by simplifying governance, reducing administrative obligations, streamlining regulatory reporting requirements, and lowering audit, legal and administrative costs. 

The executive leadership and the Boards also initiated the process to migrate Carnival Corporation’s place of legal incorporation to Bermuda, a jurisdiction widely recognized and aligned with international financial standards. These are important steps in positioning the company for the future.

Carnival Corporation & plc announced on December 19, 2025, the Boards of Directors’ recommendation to unify the company’s DLC arrangement and migrate Carnival Corporation’s place of legal incorporation to Bermuda. Additional shareholder materials relating to the proposals were published on February 27, 2026 and are being posted to Carnival Corporation and Carnival plc shareholders. These materials include a full timetable and outline the steps that shareholders should take, as well as notices of the shareholder and court meetings to be held on April 17, 2026.

Subject to shareholder approval and receipt of the regulatory and court approvals necessary to proceed, the unification and legal incorporation in Bermuda are expected to become effective on or around May 7, 2026.

It is expected that Carnival plc will be de-listed from the LSE, and that its American Depositary Shares will be de-listed from the NYSE, on completion of the unification.

Carnival Corporation will maintain its listing of its shares on the NYSE.

Details on when and how shareholders may cast their votes and attend the meetings are included in the shareholder materials published on February 27, 2026.

The shareholder materials can be found here:

www.carnivalcorp.com/investors and www.carnivalplc.com/investors

Yes, we are aware of 15 other DLCs having been established over the past four decades and today only three of those remain. Unification has been a growing theme for many of the reasons we are recommending. Companies that unified their DLCs have noted benefits from increased simplicity, greater flexibility, more efficient reporting and administrative structures, and a more attractive equity story for investors.

To transition to one register, Carnival plc shareholders will have their Carnival plc shares exchanged for Carnival Corporation shares on a one-for-one basis. The unification and legal incorporation in Bermuda are expected to preserve key shareholder voting and economic rights.

The Carnival plc shares will be exchanged for Carnival Corporation shares on a one-for-one basis. 

While details regarding the settlement of the share exchange are included in the shareholder materials relating to the proposals published on February 27, 2026, following is a high-level overview of what to expect:

Carnival plc Shares Held Electronically in CREST

The exchange will happen automatically for all Carnival plc shares held in the UK’s electronic settlement system (called CREST). Because shares issued by a company legally organized in Bermuda, such as Carnival Corporation Ltd., cannot be held or transferred electronically directly in CREST, Carnival plc shareholders will not be issued new Carnival Corporation Ltd. shares directly but will receive their interests in the shares in the form of Depository Interests (DIs). DIs are a convenient way to enable UK shareholders to continue holding and transferring shares in the CREST system just as they have previously done with Carnival plc shares. Each DI will represent an entitlement to one Carnival Corporation Ltd. common share.

Carnival plc Shares Held as Paper Share Certificates (not in CREST)

To assist Carnival plc certificated shareholders who may be unfamiliar with U.S. market practices and face logistical and/or practical difficulties in holding shares listed on a U.S. exchange, Carnival Corporation will be sponsoring a Corporate Sponsored Nominee (CSN) service that will provide for a more seamless transition. 

Carnival plc certificated shareholders who are eligible to participate in the CSN will not be issued new Carnival Corporation Ltd. shares directly and instead their interests in Carnival Corporation Ltd. shares will be issued electronically as DIs and held on their behalf within the CSN by Equiniti Financial Services Limited, which is part of the Equiniti Group (Equiniti) together with Carnival plc’s current registrar, Equiniti Limited. Equiniti will send each such shareholder an opening statement of their shareholdings within 14 days after the transaction is completed. 

CSN Shareholders will have the option to (1) receive notices of shareholder meetings of Carnival Corporation Ltd., (2) give voting directions at shareholder meetings; and (3) be advised where to access copies of annual reports and other documents issued by Carnival Corporation Ltd. to shareholders generally. Dividends for those in the CSN program will be payable in sterling and by direct payment only (into nominated bank accounts).

CSN shareholders will continue to be supported by Equiniti if they have any questions about their holdings and also use Equiniti’s portal. Shareholders will be able to transfer their DIs out of the CSN without a fee during the first 90 days. 

In cases where Carnival plc certificated shareholders are ineligible to participate in the CSN (for example, because of the country of residence or because the shares are held by a company rather than an individual), new Carnival Corporation shares will be issued directly to the shareholder by Carnival Corporation’s transfer agent (similar to a registrar in the UK) through the Direct Registration System (DRS). The transfer agent will send each shareholder a statement of ownership within 14 days after the transaction is completed.

Additional details are included in the shareholder materials found here: 

www.carnivalcorp.com/investors and www.carnivalplc.com/investors 

Based on the DLC arrangement, the economic and voting rights associated with a Carnival plc share are the same as those associated with a Carnival Corporation share. As such, the Boards believe a one-for-one exchange is appropriate and fair. Following unification, there will be one share price and the current difference in share price in the U.S. versus in the UK will be eliminated.

The unification will have no impact on the dividend declared on December 19, 2025, which was paid on February 27, 2026, consistent with prior communications.

The unification will not affect our overall approach to dividends. Any future dividends will remain subject to Board approval and, after the unification, will be declared by Carnival Corporation in U.S. dollars. However, if the DLC Unification and Redomiciliation are completed, Shareholders in the CSN (Corporate Sponsored Nominee) program (see question above for additional information on the CSN) will receive any future dividends in pounds sterling.

The Boards of Directors believe the unification is in the best interests of shareholders of both Carnival Corporation and Carnival plc given the strategic and administrative benefits it provides to Carnival Corporation & plc and the in-market trading benefits of a single global share listing, such as eliminating the current share price differential between the NYSE and LSE listed shares and ensuring all shareholders benefit equally and fully from Carnival Corporation & plc’s performance. It will also deliver a simpler corporate structure.

Shareholders are asked to vote on the proposed actions at the shareholder meetings which will be held on April 17, 2026. Whether or not attendance at the shareholder meetings is planned, shareholders are strongly encouraged to cast their votes by proxy or electronic means as soon as possible to ensure votes are recorded promptly. Details regarding how and when to vote can be found in the shareholder materials that were issued to Carnival Corporation and Carnival plc shareholders on February 27, 2026.

The shareholder materials can be found here: www.carnivalcorp.com/investors and www.carnivalplc.com/investors

The voting results will be posted on the company’s websites at CarnivalCorp.com and Carnivalplc.com after all meetings of shareholders have closed. An announcement will be made in the UK through a regulatory information service.

The results will also be published in a joint Current Report on Form 8-K filed with the SEC within four business days after the date of the special and annual meetings of shareholders.

Carnival Corporation and Carnival plc shareholders should carefully read the shareholder materials relating to the proposals published on February 27, 2026. Shareholders may also visit CarnivalCorp.com/unify or the Investor Relations section of Carnivalplc.com and CarnivalCorp.com. Shareholders may also contact their own professional advisors for more information.

The fundamental purpose of the company’s employee stock-based programs will remain unchanged. The most visible change for employees—particularly for those who previously purchased or received Carnival plc shares—is that, following unification, all purchased shares and share awards will be issued in shares in Carnival Corporation (legally incorporated in Bermuda) rather than Carnival plc shares. All other aspects of the programs, including how they operate, as well as the timing and process for exercising shares are expected to remain substantially the same.

Carnival Corporation and Carnival plc employee shareholders should carefully read the shareholder materials relating to the proposals published on February 27, 2026. They may also visit CarnivalCorp.com/unify or the Investor Relations section of Carnivalplc.com or CarnivalCorp.com or reach out to their HR contacts in the company. Employee shareholders may also contact their own professional advisors for more information.

The UK will remain a core part of the group’s business, and its operations in the country will be unaffected. This unification does not change the company’s commitment to or presence in the UK market. The company will continue to maintain a significant corporate presence in Southampton, which will also continue to serve as the home office of the P&O Cruises and Cunard brands. These changes are not expected to impact the company’s UK team member roles or employment terms.

Yes. This unification does not change the company’s commitment to or presence in the UK, and the UK will remain a priority for Carnival Corporation. Operations in the country will be unaffected, and the company will retain its significant corporate presence in Southampton, which remains the home office of Carnival UK and the P&O Cruises and Cunard brands.