Carnival plc (NYSE: CUK) CEO logs RSU vesting and tax share withholdings

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Carnival plc Chief Executive Officer and director Josh Weinstein reported equity compensation activity involving trust shares linked to Carnival Corporation common stock. On February 10, 2026, he acquired 635,820 Trust Shares at $0 upon vesting of performance-based restricted stock units granted in April 2023 under the 2020 Stock Plan.

The performance goals for the 2023–2025 period were certified at 170.4% of target, increasing the number of vested shares. On the same date, 250,196 and 20,976 Trust Shares were disposed of at $33.2151 per share to cover tax liabilities tied to vesting. After these transactions, Weinstein directly beneficially owned 1,080,870.228 Trust Shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider weinstein joshua ian

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Trust Shares (beneficial Interest in Special Voting Share)	635,820	$0.00	--
Tax Withholding	Trust Shares (beneficial Interest in Special Voting Share)	250,196	$33.2151	$8.31M
Tax Withholding	Trust Shares (beneficial Interest in Special Voting Share)	20,976	$33.2151	$697K

Holdings After Transaction: Trust Shares (beneficial Interest in Special Voting Share) — 1,352,042.228 shares (Direct)

Footnotes (1)

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 (f/k/a 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. 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. 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. Represents shares withheld by the Issuer to cover taxes associated with vesting of performance-based restricted stock units granted April 21, 2023. Represents shares withheld by the Issuer to cover taxes associated with vesting of time-based restricted stock units granted April 21, 2023.

Form 4 Insider Transactions: What Each Field Means →

02/12/2026 - 12:38 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

weinstein joshua ian

(Last)

(First)

(Middle)

C/O CARNIVAL CORPORATION

3655 N.W. 87TH AVENUE

(Street)

MIAMI

33178

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CARNIVAL PLC [ CUK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Trust Shares (beneficial Interest in Special Voting Share)⁽¹⁾	02/10/2026		A⁽²⁾		635,820⁽³⁾	A	$0	1,352,042.228	D
Trust Shares (beneficial Interest in Special Voting Share)⁽¹⁾	02/10/2026		F		250,196⁽⁴⁾	D	$33.2151	1,101,846.228	D
Trust Shares (beneficial Interest in Special Voting Share)⁽¹⁾	02/10/2026		F		20,976⁽⁵⁾	D	$33.2151	1,080,870.228	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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 (f/k/a 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.

2. 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.

3. 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.

4. Represents shares withheld by the Issuer to cover taxes associated with vesting of performance-based restricted stock units granted April 21, 2023.

5. Represents shares withheld by the Issuer to cover taxes associated with vesting of time-based restricted stock units granted April 21, 2023.

	/s/ Josh Weinstein	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Carnival plc (CUK) CEO Josh Weinstein report?

Josh Weinstein reported vesting-related equity transactions in Trust Shares on February 10, 2026. He acquired 635,820 Trust Shares at $0 from performance-based RSUs and had shares withheld at $33.2151 per share to cover associated tax liabilities.

How many Carnival plc (CUK) Trust Shares did Josh Weinstein acquire from RSU vesting?

Josh Weinstein acquired 635,820 Trust Shares on February 10, 2026 through vesting of performance-based restricted stock units granted in April 2023. Each RSU corresponds to one share of Carnival Corporation common stock paired with a Trust Share of beneficial interest.

Why were some Josh Weinstein Carnival plc (CUK) shares disposed of in this Form 4?

The Form 4 shows dispositions coded "F", meaning shares were withheld to pay taxes. Specifically, 250,196 and 20,976 Trust Shares were delivered at $33.2151 per share to satisfy tax liabilities from vesting RSUs, not open-market sales.

What performance level triggered Josh Weinstein’s RSU vesting at Carnival plc (CUK)?

For the 2023–2025 performance period, pre-established goals were achieved at 170.4% of target. This performance level, certified by the Compensation Committee, determined the final number of performance-based RSUs that vested into Trust Shares for Josh Weinstein.

How many Trust Shares does Carnival plc (CUK) CEO Josh Weinstein own after these transactions?

Following the reported February 10, 2026 transactions, Josh Weinstein directly beneficially owned 1,080,870.228 Trust Shares. These Trust Shares represent beneficial interests tied to a special voting share associated with Carnival Corporation common stock in the dual-listed structure.

What are the Trust Shares referenced in Josh Weinstein’s Carnival plc (CUK) filing?

The Trust Shares represent beneficial interests in a special voting share of Carnival plc held by P&O Princess Voting Trust. Each Trust Share is paired with a Carnival Corporation common share, so holders receive matching Trust Shares when Carnival Corporation common stock is issued.