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# Carnival Corporation Ltd. (CCL) — Recent Events Covers Form 8-K filings from August 2025 through September 29, 2026. Carnival's fiscal year ends November 30; the third quarter of fiscal 2026 ended August 31, 2026. ## Filings that contain financial statements Each earnings 8-K below furnishes an Exhibit 99.1 press release. Each contains a consolidated statement of income and a consolidated balance sheet, plus supplemental cash flow information (selected cash flow items, not a full cash flow statement), statistical information and non-GAAP reconciliations. - Accession 0000815097-26-000104 (8-K, September 29, 2026): third quarter and nine months ended August 31, 2026, with balance sheet at August 31, 2026 versus November 30, 2025. - Accession 0000815097-26-000086 (8-K, June 23, 2026): second quarter and six months ended May 31, 2026, with balance sheet at May 31, 2026. - Accession 0000815097-26-000034 (8-K, March 27, 2026): first quarter ended February 28, 2026, with balance sheet at February 28, 2026. - Accession 0001628280-25-058106 (8-K, December 19, 2025): fourth quarter and full year ended November 30, 2025. - Accession 0000815097-25-000082 (8-K, September 29, 2025): third quarter and nine months ended August 31, 2025. ## Earnings and guidance **September 29, 2026 — third quarter 2026 results (0000815097-26-000104).** Net income attributable to Carnival of $1.9 billion (an all-time high) and adjusted net income of $2.0 billion. Diluted EPS was $1.40 and adjusted EPS $1.43, in line with the prior year despite a $0.10 ($131 million) unfavorable net impact from fuel prices and currency. Adjusted EBITDA was $3.0 billion, $110 million better than June guidance. Net yields in constant currency rose 2.4%, more than a point better than June guidance. Adjusted cruise costs excluding fuel per available lower berth day (ALBD) rose 1.8% in constant currency. Customer deposits reached a third-quarter record of $7.6 billion. 2027 booked occupancy and pricing were described as at record levels. - Full-year 2026 outlook: more than $150 million of operational improvement in adjusted net income versus June guidance, offsetting a $150 million impact from higher fuel prices. Guidance table: net yields up about 2.3% in constant currency (3.8% in current dollars), adjusted EBITDA about $7.14 billion, adjusted net income about $3,080 million, adjusted diluted EPS about $2.24. Fourth quarter guidance: net yields up about 1.7% in constant currency, adjusted EBITDA about $1.30 billion, adjusted EPS about $0.20. **June 23, 2026 — second quarter 2026 results (0000815097-26-000086).** Net income of $537 million and record adjusted net income of $569 million, up over 20%. Diluted EPS $0.39, adjusted EPS $0.41. Revenues were a second-quarter record of $6.7 billion and net yields in constant currency rose 2.2%. Customer deposits hit an all-time high of $9.0 billion. Management cited the Middle East conflict and nearly 30% higher fuel prices, and the 93%-booked position for 2026. Full-year 2026 guidance at that date: adjusted EBITDA about $7.11 billion, adjusted net income about $3.07 billion, adjusted EPS about $2.22, net yields up about 1.75% in constant currency. Net debt to adjusted EBITDA was 3.1x, and Moody's upgraded the credit rating. **March 27, 2026 — first quarter 2026 results (0000815097-26-000034).** Net income of $258 million, adjusted net income of $275 million, diluted EPS $0.19 and adjusted EPS $0.20 (up 50%). Record revenues of $6.2 billion and net yields up 2.7% in constant currency, outperforming guidance by over a point. Full-year 2026 outlook was raised by nearly $150 million of operational improvement in adjusted net income versus December guidance, which partly offset a fuel price impact of more than $500 million. Full-year guidance: adjusted EBITDA about $7.19 billion, adjusted net income about $3,070 million, adjusted EPS about $2.21. **December 19, 2025 — fourth quarter and full year 2025 results (0001628280-25-058106).** Full-year net income of $2.8 billion, record adjusted net income of $3.1 billion (up over 60%), record revenues of $26.6 billion, adjusted EBITDA of $7.2 billion and operating income of $4.5 billion. Fourth quarter net income was $422 million (diluted EPS $0.31) and adjusted net income $454 million (adjusted EPS $0.34). Net debt to adjusted EBITDA was 3.4x and Fitch recognized the company as investment grade. Initial 2026 guidance: adjusted net income of about $3,450 million (about 12% above 2025), net yields up about 2.5% in constant currency, adjusted EBITDA about $7.63 billion. That guidance was later lowered over 2026 as fuel prices rose, to about $3,080 million by September. **September 29, 2025 — third quarter 2025 results (0000815097-25-000082).** Net income of $1.9 billion ($1.33 diluted EPS) and adjusted net income of $2.0 billion ($1.43 adjusted EPS). Record revenues of $8.2 billion and net yields up 4.6% in constant currency. The full-year 2025 adjusted net income guidance was raised for the third quarter in a row. The company reported $26.5 billion of total debt and net debt to adjusted EBITDA of 3.6x. ## Capital returns - **Dividend reinstated (December 19, 2025, 0001628280-25-058106).** The boards approved reinstating the quarterly dividend and declared an initial $0.15 per share, record date February 13, 2026, payable February 27, 2026. Dividends distributed were $207 million in the second quarter (0000815097-26-000086) and $204 million in the third quarter, or $618 million year to date (0000815097-26-000104). - **Share buyback authorized (March 27, 2026, 0000815097-26-000034).** The boards approved an initial $2.5 billion buyback program with no expiration date, to begin after the April 17, 2026 shareholder meetings. Repurchases were over $450 million by June 23, 2026 (0000815097-26-000086) and approximately $1.2 billion year to date by September 29, 2026, nearly $800 million of it since the start of the third quarter (0000815097-26-000104). - **PROPEL long-term targets (March 27, 2026, 0000815097-26-000034).** Targets to be achieved by 2029: return on invested capital above 16%, adjusted EPS growth of more than 50% from 2025, and more than 40% of cash from operations (about $14 billion) distributed to shareholders. The company also targets a 2.75x net debt to adjusted EBITDA ratio. ## Corporate structure: dual listed company unification and move to Bermuda - **Proposed (December 19, 2025, 0001628280-25-058106).** The boards recommended combining Carnival Corporation and Carnival plc into a single company listed only on the NYSE, with Carnival plc as a UK subsidiary, and moving Carnival Corporation's incorporation from Panama to Bermuda as "Carnival Corporation Ltd." - **Signed (February 20, 2026, 0000950142-26-000454).** The two companies entered into a Unification Agreement. Conditions included shareholder and court approvals, an effective Form S-4, NYSE listing of the new shares, and antitrust and foreign investment clearances. US Hart-Scott-Rodino early termination was received January 29, 2026; German clearances were received February 4 and February 18, 2026. Either side could terminate if conditions were not met by December 31, 2026. - **ADS arrangements (February 12, 2026, 0000950142-26-000354).** Carnival plc amended its Deposit Agreement with JPMorgan Chase Bank so that it would terminate automatically on completion of the unification. - **Shareholder approval (annual and special meetings April 17, 2026; 8-K dated April 20, 2026, 0000815097-26-000043).** Shareholders approved the unification and redomiciliation proposals. At the UK court meeting, 94.97% of Scheme Shares voted were in favor. All director nominees were elected, and Deloitte was ratified as auditor. - **Completed (May 7, 2026, 0001104659-26-057200).** The unification and redomiciliation closed under a court-approved scheme of arrangement. Carnival plc became a wholly-owned UK subsidiary of Carnival Corporation Ltd. (Bermuda). Each Carnival plc shareholder received one common share of Carnival Corporation Ltd. per Carnival plc share held at 6 p.m. BST on May 5, 2026; ADSs were exchanged one-for-one. The Equalization and Governance Agreement of April 17, 2003 and related dual-listing agreements were terminated by a Termination Agreement dated May 6, 2026. Carnival plc's London listing was cancelled and its NYSE-traded ADSs (CUK) were suspended on May 7, 2026; Carnival plc intends to deregister with the SEC. The common shares continue to trade on the NYSE as "CCL." ## Debt and credit - **Redemption of 2027 notes (August 19, 2025, 0000950142-25-002224).** Notice of redemption for the remaining approximately $322 million of 5.750% senior unsecured notes due 2027, to be redeemed August 29, 2025 at par plus a make-whole premium. - **Refinancing of 2029 unsecured notes (September 30, 2025, 0000950142-25-002569 and 0000950142-25-002580; closed October 15, 2025, 0000950142-25-002811).** Carnival Corporation priced and closed a $1.25 billion offering of 5.125% senior unsecured notes due May 1, 2029, and gave notice to redeem all $2.0 billion of its 6.000% senior unsecured notes due 2029 on November 1, 2025 at 101.500%. The December 19, 2025 release says that, with two $250 million loans due 2027 and cash on hand, $2.0 billion of debt was repaid. - **Convertible notes (December 5, 2025, 0001628280-25-058106).** Carnival redeemed its outstanding convertible notes and settled conversions with $500 million in cash and 69 million common shares, 18 million fewer shares than all-equity settlement would have required. - **Redemption of 7.000% secured notes due 2029 (August 5, 2026, 0000950142-26-002267).** Notice to redeem all $500,000,000 of 7.000% First-Priority Senior Secured Notes due 2029 on August 15, 2026 at 103.50%. The collateral securing the notes fell away on June 25, 2026 when the company received a second investment grade credit rating, so the notes became unsecured. The September 29, 2026 release states S&P upgraded the company during the quarter, making it the second agency with an investment grade rating, and that the company has no remaining secured debt. ## Management - **August 6, 2025 agreements (8-K dated August 8, 2025, 0000815097-25-000071).** Carnival entered into compensation protection and restrictive covenant agreements with CEO Josh Weinstein, CFO David Bernstein, the Chief Human Resources Officer and the General Counsel. Severance is two times base salary and two times target bonus for the CEO, and one times base salary and 0.5 times target bonus for the others. ## Not reflected in these filings Apart from the DLC unification (reported under Item 2.01 as Carnival Corporation's acquisition of the Carnival plc shares, a combination of two companies already reported together), no acquisition of another business, divestiture, impairment, restructuring or going-concern item appears in the 8-Ks for this period. The August 2025 officer agreements are the only management-related event.