Carnival (NYSE: CUK) CFO acquires and sells Trust Shares in Form 4

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Carnival Corporation and Carnival plc officer David Bernstein, the CFO & CAO, reported trust-share transactions on February 10, 2026. He acquired 333,805 Trust Shares at $0 through vesting of performance-based restricted stock units and sold 361,790 Trust Shares at $33.2151 per share in an open-market transaction. Following these trades, he directly beneficially owned 112,068 Trust Shares representing interests in the P&O Princess Voting Trust’s special voting share.

Insights

Carnival’s CFO reported routine equity vesting and a same-day share sale.

David Bernstein, CFO & CAO of Carnival Corporation and Carnival plc, reported the vesting of 333,805 performance-based restricted stock unit-linked Trust Shares at $0 and the sale of 361,790 Trust Shares at $33.2151 on February 10, 2026.

The footnotes state these Trust Shares stem from performance-based restricted stock units for the 2023–2025 period, which vested at 170.4% of target under the company’s 2020 Stock Plan. This links the acquisition to compensation rather than discretionary open-market buying.

After the sale, Bernstein directly held 112,068 Trust Shares, which represent beneficial interests in a special voting share tied to Carnival plc. Overall, this looks like a typical executive equity-vesting and liquidity event rather than a transaction that, on its own, alters the broader investment picture.

Insider Trade Summary

Net Seller: 361,790 shares ($12,016,891)

Net Sell 2 txns

Insider Bernstein David

Role CFO & CAO

Sold 361,790 shs ($12.02M)

Type	Security	Shares	Price	Value
Grant/Award	Trust Shares (beneficial Interest in Special Voting Share)	333,805	$0.00	--
Sale	Trust Shares (beneficial Interest in Special Voting Share)	361,790	$33.2151	$12.02M

Holdings After Transaction: Trust Shares (beneficial Interest in Special Voting Share) — 473,858 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 (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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/12/2026 - 12:58 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^*

Bernstein David

(Last)

(First)

(Middle)

CARNIVAL CORPORATION

3655 NW 87TH AVE

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO & CAO

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⁾		333,805⁽³⁾	A	$0	473,858	D
Trust Shares (beneficial Interest in Special Voting Share)⁽¹⁾	02/10/2026		S		361,790	D	$33.2151	112,068	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 (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.

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.

	/s/ David Bernstein	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 (CUK) CFO David Bernstein report on February 10, 2026?

David Bernstein reported acquiring 333,805 Trust Shares at $0.00 from vesting of performance-based restricted stock units and selling 361,790 Trust Shares at $33.2151 per share. After these transactions, he directly beneficially owned 112,068 Trust Shares linked to Carnival’s dual-listed company structure.

How many Carnival (CUK) Trust Shares does CFO David Bernstein own after the reported Form 4 transactions?

Following the reported February 10, 2026 transactions, David Bernstein beneficially owned 112,068 Trust Shares directly. These Trust Shares represent beneficial interests in a special voting share held through the P&O Princess Voting Trust and are paired with Carnival Corporation common stock certificates under the dual-listed company structure.

What price did Carnival (CUK) CFO David Bernstein receive for the Trust Shares sold?

David Bernstein sold 361,790 Trust Shares at a price of $33.2151 per share. The transaction was reported with code “S,” indicating an open-market or private sale, and reduced his directly beneficially owned Trust Shares to 112,068 after completion of the sale.

What is the source of the 333,805 Trust Shares acquired by Carnival (CUK) CFO David Bernstein?

The 333,805 Trust Shares were acquired at $0.00 through vesting of performance-based restricted stock units granted in April 2023 under the Carnival Corporation 2020 Stock Plan. Each PBS RSU represents one share of Carnival Corporation common stock and converted into the reported Trust Shares.

How were Carnival (CUK) performance goals linked to David Bernstein’s vested shares determined?

Bernstein’s performance-based restricted stock units could vest from 0–200% of target based on 2023–2025 goals. The Compensation Committee certified these goals were achieved at 170.4% of target, resulting in the vesting of 333,805 shares, which were reported as Trust Shares in the Form 4 filing.

What are Carnival (CUK) Trust Shares reported in David Bernstein’s Form 4 filing?

The Trust Shares are beneficial interests in a special voting share issued to the P&O Princess Voting Trust as part of the dual listed company transaction between Carnival plc and Carnival Corporation. They are paired with Carnival Corporation common stock and represented by the same stock certificate.