Carnival Restructures with Dual Listing Integration and Headquarters Relocation to Bermuda

Carnival Corporation (NYSE: CCL) on February 20 signed a unification agreement to consolidate its dual-listing structure with Carnival plc into a single corporate entity and re-domicile the holding company from Panama to Bermuda. Under the transaction, a UK court-approved scheme of arrangement will exchange Carnival plc shares for new Carnival Corporation shares and eliminate the Carnival plc securities previously traded in London and New York, resulting in a single listing on the New York Stock Exchange.

On February 10, performance-based restricted stock units granted to CFO David Bernstein vested at approximately 170% of target, leading to about $11 million in share vesting, and the sale of roughly $12 million of stock was disclosed to fund related tax and other obligations (approximately KRW 140 billion and KRW 160 billion, with the remaining holdings valued at KRW 50 billion).

On the same day, the company filed an amended Form S-4 registration statement and proxy statement, setting April 17, 2026 for the joint shareholder meetings and outlining the share-exchange timeline, with the goal of completing the reorganization in the second quarter of 2026. In fiscal 2025, Carnival posted record results—net income of about $2.8 billion and revenue of $26.6 billion—and, supported by strong cruise demand and a solid booking backlog, is forecasting further profit growth in 2026.

As the world’s largest cruise operator, Carnival manages multiple brands and fleets primarily in North America and Europe, in an industry sensitive to global travel and leisure trends, interest rates and fuel costs. Since the pandemic recovery, major cruise lines have been enhancing profitability and regulatory resilience by improving their capital structures and investing in carbon emissions reductions.