Every material Form 8-K Carnival has filed with the SEC since May 21, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Carnival Corporation established a commercial paper program on November 3, 2026, allowing it to issue short-term, unsecured notes with an aggregate outstanding limit of $2.0 billion. The notes carry maturities of up to 180 days and are guaranteed by Carnival UK Ltd., with proceeds expected for general corporate purposes. The filing gives no pricing, usage amounts, or changes to earnings, so the program's direct effect on shareholders depends on how much the company borrows under it.
Program allows notes outstanding of up to $2.0 billion at any time, with amounts that can be borrowed, repaid and re-borrowed.
Notes mature in up to 180 days and rank equally with the company's other unsecured, unsubordinated debt.
The company plans to use its revolving credit facility as a liquidity backstop for borrowings under the program.
Dealer agreements and an issuing and paying agent agreement govern the program; the form of dealer agreement is filed as Exhibit 10.1.
Carnival reported record third-quarter 2026 results for the period ended August 31, with net income attributable to the company of $1.92 billion, up from $1.85 billion a year earlier, and revenue of $8.4 billion, up from $8.2 billion. The company said its full-year 2026 adjusted net income outlook improved by more than $150 million compared with June guidance, offsetting a $150 million impact from higher fuel prices.
Q3 net income attributable to Carnival was $1.92 billion versus $1.85 billion a year earlier; total revenues were $8.4 billion versus $8.2 billion.
Diluted EPS was $1.40 versus $1.33 a year earlier; adjusted EPS was $1.43, in line with the prior year.
Full-year 2026 adjusted net income is now expected to improve by more than $150 million versus June guidance, overcoming a $150 million impact from increased fuel prices.
The company completed about $1.2 billion of share repurchases year to date and paid $618 million in dividends for the first nine months.
Carnival reported second-quarter 2026 revenue of $6.66 billion, up from $6.33 billion a year earlier, and adjusted net income of $569 million, up from $470 million. Net income attributable to the company fell to $537 million from $565 million, and diluted EPS was $0.39 versus $0.42, as fuel prices rose nearly 30%. The company has repurchased over $450 million of stock under its current buyback program, and the filing says fuel and currency changes lowered its June full-year guidance versus prior guidance by less than $0.01 per share.
Q2 2026 total revenues $6.663 billion vs. $6.328 billion; net income attributable to Carnival $537 million vs. $565 million.
Adjusted EPS $0.41 vs. $0.35 a year earlier; diluted EPS $0.39 vs. $0.42.
Full-year 2026 guidance: adjusted EPS approximately $2.22; net yields up approximately 3.2% in current dollars.
Over $450 million of stock repurchased to date; $207 million in dividends paid during the quarter.
Carnival Corporation and Carnival plc completed the unification of their dual listed company structure under Carnival Corporation Ltd., and Carnival Corporation moved its incorporation from Panama to Bermuda. Carnival plc became a wholly-owned UK subsidiary, and its London and NYSE trading and listings were cancelled. The company says the changes are expected to create a single global share price, simplify governance and reporting, reduce administrative costs and increase liquidity and index weighting.
Each Carnival plc shareholder under the scheme receives one Common Share for each Carnival plc share held at 6 p.m. (BST) on May 5, 2026
ADSs were exchanged for Common Shares of Carnival Corporation Ltd. on a one-for-one basis, and the Deposit Agreement with JPMorgan Chase Bank, N.A. was terminated
Carnival plc listings on the FCA Official List and London Stock Exchange were cancelled on May 7, 2026, and the NYSE suspended trading in the CUK ADSs and trust shares before the May 7 open
Common Shares continue to trade on the NYSE under the symbol CCL
Carnival reported first-quarter 2026 net income of $258 million, compared with a net loss of $78 million a year earlier, on revenue of $6.165 billion. The company raised its full-year 2026 adjusted net income outlook by nearly $150 million versus December guidance, partly offsetting more than $500 million in higher fuel costs, and approved an initial $2.5 billion share buyback that starts after shareholder meetings on April 17, 2026.
Q1 2026 net income attributable to Carnival was $258 million, versus a $78 million loss a year earlier; diluted EPS was $0.19.
Adjusted EPS was $0.20, compared with $0.13 a year earlier, per the company's non-GAAP reconciliation.
Full-year 2026 adjusted net income outlook improved by nearly $150 million versus December guidance, partly offsetting fuel price changes of more than $500 million.
The initial $2.5 billion share buyback will begin after the shareholder meetings expected on April 17, 2026, and has no expiration date.
Carnival Corporation and Carnival plc signed a Unification Agreement to combine their dual listed company structure into one company, Carnival Corporation, and move the parent from Panama to Bermuda. The deal is subject to shareholder, UK court, NYSE listing, SEC registration and other conditions, and can be terminated if conditions are not met by December 31, 2026.
Unification Agreement dated February 20, 2026; Carnival plc becomes a wholly-owned UK subsidiary of Carnival Corporation Ltd.
Hart-Scott-Rodino early termination received by both companies on January 29, 2026; German clearances received February 4 and February 18, 2026.
Remaining conditions include shareholder approvals, UK court sanction, NYSE listing approval, an effective Form S-4, and U.S. and German antitrust clearances.
If conditions are not satisfied or waived by December 31, 2026, the agreement may be terminated.
On February 12, 2026, Carnival plc entered into Amendment No. 1 to its Amended and Restated Deposit Agreement with JP Morgan Chase Bank, N.A., as depositary, which governs American Depositary Receipts. The amendment sets out when the agreement terminates, including automatically upon completion of the proposed unification of the dual listed company arrangement and migration of Carnival Corporation from Panama to Bermuda, and describes how holders would receive New Carnival Shares in that case. The filing does not report financial results or a dollar impact.
Amendment No. 1 signed February 12, 2026, with JP Morgan Chase Bank, N.A. as Depositary
Deposit Agreement terminates immediately and automatically upon consummation of the proposed unification and migration from Panama to Bermuda
Depositary will use reasonable efforts to distribute New Carnival Shares to ADR holders; unsold proceeds would be held in trust without interest if distribution is not possible
Carnival reported record full-year 2025 revenue of $26.6 billion and adjusted net income of $3.1 billion, up over 60 percent, with fourth-quarter revenue of $6.3 billion and net income of $422 million. The board reinstated a quarterly dividend of $0.15 per share and guided to full-year 2026 adjusted net income of $3.5 billion. The company also proposed unifying its dual-listed structure into a single Carnival Corporation listing on the New York Stock Exchange, subject to shareholder and court approvals.
Full-year 2025 net income was $2.8 billion and adjusted net income was $3.1 billion, up over 60 percent.
Fourth-quarter 2025 revenue was $6.3 billion, up nearly $400 million, and diluted EPS was $0.31 on net income of $422 million.
Initial dividend of $0.15 per share has a record date of February 13, 2026 and a payment date of February 27, 2026.
2026 outlook calls for adjusted net income up approximately 12 percent, or $3.5 billion, with shareholder meetings planned for April 2026.
Carnival Corporation closed a $1.25 billion private offering of 5.125% senior unsecured notes due 2029 and issued a notice to redeem all $2.0 billion of its 6.000% notes due 2029 on November 1, 2025. The company said the refinancing is part of its strategy to reduce interest expense, and the filing contains no earnings, revenue or guidance figures.
New notes: $1.25 billion of 5.125% senior unsecured notes maturing May 1, 2029, with interest paid semi-annually starting May 1, 2026.
Redemption: all $2.0 billion of 6.000% notes due 2029 to be redeemed November 1, 2025 at 101.500% of principal, plus accrued interest.
Funding: redemption to be paid with proceeds from the new notes and cash on hand.
Company states the transaction continues its strategy to reduce interest expense.
Carnival reported third quarter 2025 net income of $1.9 billion and revenue of $8.2 billion, both up from the prior-year quarter, and raised its full-year 2025 adjusted net income guidance to growth of nearly 55 percent. The company also called for redemption of all its 5.75% convertible senior notes due 2027 on December 5, 2025, which it says is part of its strategy to deleverage and reduce interest expense.
Q3 2025 net income was $1,852 million, up from $1,735 million a year earlier; diluted EPS was $1.33 versus $1.26.
Q3 adjusted net income was $1,982 million, or $1.43 adjusted EPS, versus $1.27 a year earlier.
Full-year 2025 adjusted net income is expected to be up nearly 55 percent from 2024 and $235 million better than June guidance.
If all convertible notes are converted, the company will pay $500 million in cash, with the rest settled in shares.
Carnival Corporation entered compensation protection and restrictive covenant agreements on August 6, 2025, with CEO Josh Weinstein, CFO David Bernstein, Chief Human Resources Officer Bettina Deynes and General Counsel Enrique Miguez. The agreements set severance terms if an officer is terminated without cause, through position elimination, certain reassignments or pay cuts, or by mutual agreement, and include non-compete and non-solicitation periods. The filing is routine governance disclosure, with no change in leadership and no dollar severance amounts stated.
Agreements dated August 6, 2025, cover CEO Josh Weinstein, CFO David Bernstein, CHRO Bettina Deynes and General Counsel Enrique Miguez.
CEO severance: two times annualized base salary plus two times target cash bonus, paid over two years, conditional on a release.
Other officers: one times base salary plus 0.5 times target cash bonus, paid over one year.
Non-compete and non-solicitation periods run two years for the CEO and one year for other officers after termination.
Carnival Corporation closed a private offering of $3.0 billion of 5.75% senior unsecured notes maturing August 1, 2032. Proceeds will fully repay a first-priority senior secured term loan maturing in 2028, and remaining proceeds with cash on hand will redeem $2.4 billion of 5.750% notes due 2027, a redemption set for July 17, 2025. The company says the transaction continues its strategy to deleverage and reduce secured debt.
$3.0 billion of 5.75% senior unsecured notes issued, maturing August 1, 2032
Proceeds fully repay the first-priority senior secured term loan maturing in 2028
$2.4 billion of 5.750% senior unsecured notes due 2027 to be redeemed on July 17, 2025
Interest payable semi-annually on February 1 and August 1, starting February 1, 2026
Carnival plc closed a private offering of €1.0 billion in 4.125% senior unsecured notes maturing July 15, 2031, under an indenture dated July 7, 2025. Proceeds will fully repay the 2027 first-priority senior secured term loan and partly repay a 2028 term loan, which the company says will reduce interest expense and extend its maturity profile.
Notes: €1.0 billion principal, 4.125% annual interest, maturing July 15, 2031; first coupon due July 15, 2026
Proceeds to fully repay the term loan maturing in 2027 and repay part of the term loan maturing in 2028
Notes guaranteed on a senior unsecured basis by Carnival Corporation and certain subsidiaries; redeemable before April 15, 2031 with a make-whole premium
CFO David Bernstein said the company is one notch away from an investment grade credit rating
Carnival reported second-quarter 2025 net income of $565 million, or $0.42 per diluted share, compared with $92 million, or $0.07, a year earlier. The company raised its full-year 2025 outlook, with adjusted net income now expected to rise more than 40% from 2024 and adjusted EBITDA of approximately $6.9 billion, which matters to shareholders because it signals stronger expected earnings for the year.
Q2 2025 net income was $565 million, or $0.42 diluted EPS, versus $92 million, or $0.07, in Q2 2024.
Q2 2025 revenues were $6.3 billion, up nearly $550 million from the prior year.
Full-year 2025 adjusted EBITDA is expected at approximately $6.9 billion, up over 10% from 2024.
Third-quarter 2025 net yields are expected to rise approximately 3.5% in constant currency compared with 2024.
Carnival Corporation and Carnival plc entered into a new $4.5 billion multi-currency revolving credit agreement on June 13, 2025, which replaces an existing revolver of $1.9 billion, €0.9 billion and £0.1 billion. The company said the facility adds liquidity and extends the maturity, which matters to shareholders because it increases the funding available for working capital and general corporate purposes, while the new borrowings are an additional obligation.
New revolver totals $4.5 billion and matures June 13, 2030, with JPMorgan Chase Bank, N.A. as administrative agent.
It replaces the existing $1.9 billion, €0.9 billion and £0.1 billion multi-currency revolver held by Carnival Holdings (Bermuda) II Limited.
An accordion feature allows up to $1.0 billion of additional revolving commitments.
The facility is unsecured and initially guaranteed on an unsecured basis by the same subsidiaries that guarantee the senior secured term loans.
Carnival closed a $1.0 billion private offering of 5.875% senior unsecured notes due 2031 and will use the proceeds to redeem its $993 million 7.625% notes due 2026 on May 22, 2025. The company expects this and a earlier $350 million partial redemption to reduce net interest expense by over $20 million through the 2026 notes' maturity, and says the new indenture has investment grade-style covenants.
$1.0 billion of 5.875% senior unsecured notes due June 15, 2031, closed May 21, 2025
Proceeds to redeem the $993 million 7.625% senior unsecured notes due 2026 on May 22, 2025
Company expects to reduce net interest expense by over $20 million through the 2026 notes' maturity
Notes are guaranteed by Carnival plc and certain subsidiaries; holders may require repurchase at 101% upon specified change of control
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