Carnival Corporation
02/20/2026 | Press release | Distributed by Public on 02/20/2026 15:22
Material Agreement (Form 8-K)
| Item 1.01 | Entry into a Material Definitive Agreement. |
Unification Agreement
On February 20, 2026, Carnival Corporation and Carnival plc entered into a unification agreement (the "Unification Agreement"). Pursuant to the Unification Agreement, Carnival Corporation and Carnival plc agreed to cooperate and use reasonable endeavors to implement the unification of Carnival Corporation and Carnival plc's dual listed company structure under a single company, Carnival Corporation, with Carnival plc as its wholly-owned UK subsidiary (the "DLC Unification"), and the migration of Carnival Corporation from the Republic of Panama, where Carnival Corporation is currently domiciled, to Bermuda under the name "Carnival Corporation Ltd." (the "Redomiciliation" and, together with the DLC Unification, the "DLC Unification and Redomiciliation Transactions"), in each case, in accordance with the terms set out in the Unification Agreement.
The implementation of the DLC Unification is subject to the satisfaction or (where capable of waiver) waiver of a number of conditions set out in full in the Unification Agreement, including:
| · | the approval of the scheme of arrangement and other proposals to be presented at the shareholder meetings and the court meeting called for the purpose of considering the DLC Unification and Redomiciliation Transactions, in each case, by the requisite majorities; |
| · | the scheme of arrangement having been sanctioned (without modification or with modification on terms agreed by Carnival Corporation and Carnival plc) by the UK court and a copy of the relevant court order having been delivered to the Registrar of Companies in England and Wales; |
| · | confirmation having been received by Carnival Corporation that the shares of Carnival Corporation to be issued in the scheme of arrangement (such shares, the "New CCL Shares") have been approved for listing, subject to official notice of issuance, on the New York Stock Exchange (the "NYSE"); |
| · | the Registration Statement on Form S-4 related to the DLC Unification and Redomiciliation Transactions having become effective under the Securities Act of 1933, as amended, and not being the subject of any stop order or proceeding seeking a stop order immediately prior to the effective date of the scheme of arrangement; |
| · | there being no fact, matter or circumstance which, in the sole opinion of Carnival Corporation, would or would be reasonably likely to result in the Bermuda Registrar of Companies refusing to grant formal approval of the Redomiciliation; and |
| · | the receipt of competition and antitrust clearances in the U.S. and Germany and foreign direct investment clearances in Germany and Italy, or, in each case, the expiration or termination of all applicable waiting periods, are necessary to complete the DLC Unification and Redomiciliation Transactions. |
Carnival Corporation and Carnival plc each received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 on January 29, 2026. Foreign direct investment clearance for the DLC Unification was received from the relevant regulator in Germany (the German Federal Ministry for Economic Affairs and Energy (Bundesministerium für Wirtschaft und Energie)) on February 4, 2026. The Federal Cartel Office (Bundeskartellamt) in Germany granted clearance for the DLC Unification on February 18, 2026.
The DLC Unification is also conditional on there being no other fact, matter or circumstances which Carnival Corporation considers may, or may be reasonably likely to, prevent, delay, hinder or otherwise adversely affect the DLC Unification and Redomiciliation Transactions or the willingness of Carnival Corporation to pursue the DLC Unification and Redomiciliation Transactions as contemplated.
Carnival Corporation published this content on February 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 20, 2026 at 21:22 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]