Business Context and Reporting Period
This Form 8-K, dated May 7, 2026, reports the completion of the "DLC Unification and Redomiciliation Transactions" by Carnival Corporation Ltd. and Carnival plc. The filing details the unification of the dual-listed company structure into a single entity, Carnival Corporation Ltd., with Carnival plc becoming a UK subsidiary. Concurrently, the company migrated its jurisdiction of incorporation from Panama to Bermuda and changed its name to Carnival Corporation Ltd.
Key Financial Metrics
This filing is a current report regarding corporate restructuring and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes Versus Prior Period
- Corporate Structure: The dual-listed company structure was terminated. Carnival plc is now a wholly-owned subsidiary of Carnival Corporation Ltd.
- Redomiciliation: The parent company moved its legal domicile from Panama to Bermuda.
- Share Exchange: All Carnival plc shares were acquired by Carnival Corporation. Scheme shareholders received one Common Share of Carnival Corporation Ltd. for each Carnival plc share held as of May 5, 2026.
- ADS Conversion: All outstanding American Depositary Shares (ADSs) were exchanged for Common Shares of Carnival Corporation Ltd. on a one-for-one basis, and the Deposit Agreement was terminated.
- Delisting: Carnival plc shares were delisted from the London Stock Exchange (LSE) and the UK Financial Conduct Authority (FCA) Official List. The "CUK" ADSs and trust shares were suspended from trading on the NYSE.
- Agreement Termination: The Equalization Agreement and related governance documents (including the SVE Special Voting Deed and Pairing Agreement) were terminated.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary on future performance. The primary operational change noted is that Carnival plc intends to deregister its securities with the SEC following the delisting and will be re-registered as a private limited company. Consequently, Carnival plc will no longer be required to file periodic reports with the SEC. The rights of Common Shareholders are now governed by the Bermuda Companies Act 1981 and the new Carnival Corporation Ltd. Constitutional Documents.
Investor Verification Checklist
- Confirm the one-for-one exchange ratio for Carnival plc shares and ADSs into Carnival Corporation Ltd. Common Shares.
- Verify the suspension of "CUK" trading on the NYSE and the delisting of Carnival plc from the LSE.
- Review the new Memorandum of Continuance and Bye-Laws (Exhibits 3.1 and 3.2) to understand changes in shareholder rights under Bermuda law.
- Monitor the deregistration process of Carnival plc with the SEC to confirm the cessation of its independent reporting obligations.