Carnival (CUK) General Counsel reports RSU vesting and tax share withholdings

Rhea-AI Filing Summary

Carnival Corporation’s General Counsel Enrique Miguez reported equity compensation activity tied to trust shares linked to Carnival Corporation common stock. On February 10, 2026, he acquired 63,581 Trust Shares at $0 through vesting of performance-based restricted stock units from an April 2023 grant.

The Compensation Committee certified that 2023–2025 performance goals were achieved at 170.4% of target, driving the vesting outcome. To cover related tax liabilities, the issuer withheld 25,141 and 2,098 Trust Shares at a price of $33.2151 per share in two separate disposition transactions. Following these transactions, Miguez directly beneficially owned 161,900 Trust Shares, which represent beneficial interests in a Carnival plc special voting share paired with Carnival Corporation common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider MIGUEZ ENRIQUE

Role General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Trust Shares (beneficial Interest in Special Voting Share)	63,581	$0.00	--
Tax Withholding	Trust Shares (beneficial Interest in Special Voting Share)	25,141	$33.2151	$835K
Tax Withholding	Trust Shares (beneficial Interest in Special Voting Share)	2,098	$33.2151	$70K

Holdings After Transaction: Trust Shares (beneficial Interest in Special Voting Share) — 189,139 shares (Direct)

Footnotes (1)

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 →

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

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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^*

MIGUEZ ENRIQUE

(Last) (First) (Middle)

CARNIVAL CORPORATION

3655 N.W. 87TH AVENUE

(Street)

MIAMI FL 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

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)
			Code	V	Amount	(A) or (D)	Price
Trust Shares (beneficial Interest in Special Voting Share)(1)	02/10/2026		A(2)		63,581(3)	A	$0	189,139	D
Trust Shares (beneficial Interest in Special Voting Share)(1)	02/10/2026		F		25,141(4)	D	$33.2151	163,998	D
Trust Shares (beneficial Interest in Special Voting Share)(1)	02/10/2026		F		2,098(5)	D	$33.2151	161,900	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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/ Enrique Miguez	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Carnival (CUK) report for Enrique Miguez?

Carnival reported that General Counsel Enrique Miguez acquired 63,581 Trust Shares on February 10, 2026 through vesting of performance-based RSUs, then had shares withheld to satisfy related tax obligations at a price of $33.2151 per share.

How many Carnival (CUK) shares were acquired and disposed of in this Form 4?

Miguez acquired 63,581 Trust Shares via RSU vesting. The issuer then withheld 25,141 and 2,098 Trust Shares in two transactions to cover taxes, each at $33.2151 per share, leaving him with 161,900 Trust Shares beneficially owned.

What triggered the RSU vesting reported by Carnival (CUK) for 2023–2025?

The vesting was triggered when pre-established performance goals for the 2023–2025 period were certified at 170.4% of target. That performance level determined the number of performance-based RSUs that vested into Trust Shares under the Carnival Corporation 2020 Stock Plan.

Why did Carnival (CUK) withhold shares from Enrique Miguez in this filing?

Carnival withheld 25,141 Trust Shares tied to performance-based RSUs and 2,098 tied to time-based RSUs to cover tax liabilities. These dispositions, coded “F,” represent delivery of shares back to the issuer at $33.2151 per share for tax payments.

What are the Trust Shares referenced in Carnival (CUK) General Counsel’s Form 4?

The Trust Shares represent beneficial interests in a special voting share held by the P&O Princess Voting Trust. They are paired with Carnival Corporation common stock, issued in connection with the dual listed company structure between Carnival plc and Carnival Corporation.

How many Carnival-related Trust Shares does Enrique Miguez own after these transactions?

After the reported RSU vesting and tax withholdings, General Counsel Enrique Miguez beneficially owned 161,900 Trust Shares directly. These Trust Shares are linked to Carnival Corporation common stock and represent a beneficial interest in a Carnival plc special voting share.