Item 5. Other Information
Item 5. Other Information .
Trading Plans
During the quarter ended August 31, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
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Item 6. Exhibits .
INDEX TO EXHIBITS
Incorporated by Reference Filed/
Furnished
Herewith
Exhibit
Number Exhibit Description Form Exhibit Filing
Date
Articles of incorporation and by-laws
3.1 Third Amended and Restated Articles of Incorporation of Carnival Corporation .
8-K 3.1 4/17/2003
3.2 Third Amended and Restated By-Laws of Carnival Corporation .
8-K 3.1 4/20/2009
3.3 Articles of Association of Carnival plc .
8-K 3.3 4/20/2009
Material Contracts
10.1 Revolving Credit Agreement, dated as of June 13, 2025, among Carnival Corporation, as lead borrower, Carnival plc, as co-borrower, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and global coordinator.
X
10.2 Indenture, dated as of July 7, 2025, among Carnival plc, as issuer, Carnival Corporation, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the 4.125% Senior Unsecured Notes due 2031.
X
10.3 Indenture, dated as of Ju ly 16, 2025, among Carnival Corporation, as issuer, Carnival plc, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the 5.75% Senior Unsecured Notes due 2032.
X
10.4* Restrictive Covenants and Compensation Protection Agreement, dated August 6 , 2025, between Carnival Corporation and Joshua Weinstein .
X
10.5* Form of Restrictive Covenants and Compensation Protection Agreement between Carnival Corporation and each of David Bernstein, Bettina Deynes and Enrique Miguez.
X
Rule 13a-14(a)/15d-14(a) certifications
31.1 Certification of Chief Executive Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.3 Certification of Chief Executive Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.4 Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
Section 1350 certifications
32.1** Certification of Chief Executive Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2** Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.3** Certification of Chief Executive Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
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INDEX TO EXHIBITS
Incorporated by Reference Filed/
Furnished
Herewith
Exhibit
Number Exhibit Description Form Exhibit Filing
Date
32.4** Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
Interactive Data File
101 The consolidated financial statements from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended August 31, 2025, as filed with the Securities and Exchange Commission on September 29, 2025, formatted in Inline XBRL, are as follows:
(i) the Consolidated Statements of Income (Loss) for the three and nine months ended August 31, 2025 and 2024;
X
(ii) the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended August 31, 2025 and 2024;
X
(iii) the Consolidated Balance Sheets at August 31, 2025 and November 30, 2024 ;
X
(iv) the Consolidated Statements of Cash Flows for the nine months ended August 31, 2025 and 2024;
X
(v) the Consolidated Statements of Shareholders’ Equity for the three and nine months ended August 31, 2025 and 2024;
X
(vi) the notes to the consolidated financial statements, tagged in summary and detail. X
104 The cover page from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended August 31, 2025, as filed with the Securities and Exchange Commission on September 29, 2025, formatted in Inline XBRL (included as Exhibit 101).
* Indicates a management contract or compensation plan or arrangement.
** These items are furnished and not filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CARNIVAL CORPORATION CARNIVAL PLC
/s/ Josh Weinstein /s/ Josh Weinstein
Josh Weinstein Josh Weinstein
Chief Executive Officer Chief Executive Officer
/s/ David Bernstein /s/ David Bernstein
David Bernstein David Bernstein
Chief Financial Officer and Chief Accounting Officer Chief Financial Officer and Chief Accounting Officer
Date: September 29, 2025 Date: September 29, 2025
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