What changed in this filing

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Item 9A. Controls and Procedures

2026-01-27 compared with 2025-01-27 · 61 added, 83 removed, 257 unchanged (36% of the section changed)

4 unchanged sentences

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Our President, Chief Executive Officer and Chief Climate Officer and our Chief Financial Officer and Chief Accounting Officer have evaluated our disclosure controls and procedures and have concluded, as of November 30, 2024, that they are effective as described above.

Our Chief Executive Officer and our Chief Financial Officer and Chief Accounting Officer have evaluated our disclosure controls and procedures and have concluded, as of November 30, 2025, that they are effective as described above.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f).

Our management, with the participation of our President, Chief Executive Officer and Chief Climate Officer and our Chief Financial Officer and Chief Accounting Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 Internal Control – Integrated Framework (the “COSO Framework”).

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer and Chief Accounting Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 Internal Control – Integrated Framework (the “COSO Framework”).

Based on this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting was effective as of November 30, 2025.

13 unchanged sentences

Titles listed relate to positions within Carnival Corporation and Carnival plc unless otherwise noted.

Age Years of Service (a) Title

Age Years of Service Title

Micky Arison 76 54 Chair of the Boards of Directors

David Bernstein 68 27 Chief Financial Officer and Chief Accounting Officer

Vice Admiral William R.

Burke (Ret.) (b) 68 11 Chief Maritime Officer

Bettina Deynes 53 7 Global Chief Human Resources Officer

Lars Ljoen (b) 55 9 Chief Operations Officer of Carnival Cruise Line

Lars Ljoen 56 10 Chief Maritime Officer

Enrique Miguez 61 28 General Counsel

Josh Weinstein

50 22 President, Chief Executive Officer and Chief Climate Officer

(a) Years of service with us or Carnival plc predecessor companies.

(b) Effective February 1, 2025, Vice Admiral William R.

Burke (Ret.) will step down from his role and Lars Ljoen will become an executive officer and assume the role of Chief Maritime Officer.

51 23 Chief Executive Officer

Business Experience of Executive Officers

2 unchanged sentences

David Bernstein has been Chief Financial Officer since 2007 and Chief Accounting Officer since 2016.

Burke, retired Vice Admiral, has been Chief Maritime Officer since 2013.

Bettina Deynes has been Global Chief Human Resources Officer since 2022 and she was Chief Human Resources Officer of Carnival Cruise Line from 2019 to 2022.

Lars Ljoen has been appointed as our Chief Maritime Officer effective February 1, 2025.

Lars Ljoen has been Chief Maritime Officer since February 2025.

He was Chief Operations Officer for Carnival Cruise Line from 2022 to January 2025 and Executive Vice President, Maritime of Carnival Cruise Line from 2018 to 2022.

1 unchanged sentence

He was Vice President and Deputy General Counsel from 2003 to 2021.

Josh Weinstein has been President, Chief Executive Officer and Chief Climate Officer since 2022.

Josh Weinstein has been Chief Executive Officer since 2022.

He was Chief Operations Officer from 2020 to 2022, President of Carnival UK from 2017 to 2022 and Treasurer from 2007 to 2017.

Corporate Governance

Our Code of Business Conduct and Ethics applies to all our team members and our Boards of Directors and states our commitment to conduct business ethically, without the influence of bribes or acts of corruption.

Our Code of Business Conduct and Ethics applies to all our team members and our Boards of Directors and states our commitment to conduct business ethically, among other things, without the influence of bribes or acts of corruption.

We are committed to complying with the laws prohibiting bribery and other corrupt practices that apply everywhere we operate.

25 unchanged sentences

Equity compensation plans not approved by security holders — — —

(a) Represents 2.3 million restricted share units outstanding under the Carnival plc 2014 Employee Share Plan.

(a) Represents 2.6 million restricted share units outstanding under the Carnival plc 2014 Employee Share Plan and Carnival plc 2024 Employee Share Plan.

The additional information required by Item 12 is incorporated herein by reference to the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S.

21 unchanged sentences

Instruments defining the rights of security holders, including indenture

4.1 Agreement of Carnival Corporation and Carnival plc, dated January 3, 2024 to furnish certain debt instruments to the Securities and Exchange Commission.

4.1 Agreement of Carnival Corporation and Carnival plc, dated November 18, 2025 to furnish certain debt instruments to the Securities and Exchange Commission.

4.2 Carnival Corporation Deed, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises plc for the benefit of the P&O Princess Cruises Shareholders.

32 unchanged sentences

10-Q 10.2 7/12/02

10.4* Form of Non-Employee Director Annual Restricted Stock Award Agreement for the for the Carnival Corporation 2020 Stock Plan.

10.4* Form of Non-Employee Director Annual Restricted Stock Award Agreement for the Carnival Corporation 2020 Stock Plan.

10-Q 10.3 7/10/20

1 unchanged sentence

10-Q 10.5 7/10/20

10.6# Term Loan Agreement dated as of June 30, 2020 among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival plc and the other Guarantors party hereto, the various financial institutions as are or shall become parties hereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and U.S.

Bank National Association, as security agent.

10-Q 10.6 7/10/20

INDEX TO EXHIBITS

Incorporated by Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith

10.7 Indenture dated as of November 25, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S.

Bank, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the U.S.

dollar-denominated 7.625% Senior Unsecured Notes due 2026 and the Euro-denominated 7.625% Senior Unsecured Notes due 2026.

10-K 10.52 1/26/21

10.8 Indenture dated as of February 16, 2021 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S.

Bank, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the 5.75% Senior Unsecured Notes due 2027.

10-Q 10.1 4/7/21

10.6* Amendment of the Carnival Corporation 2020 Stock Plan.

3 unchanged sentences

10-Q 10.3 9/30/21

10.11 Indenture dated as of November 2, 2021, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S.

Bank National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 6.000% Senior Unsecured Notes due 2029.

8-K 10.1 11/2/21

INDEX TO EXHIBITS

Incorporated by Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith

10.8* Form of Earnings Recovery Award Agreement for the Carnival Corporation 2020 Stock Plan for Certain Named Executive Officers.

10-Q 10.4 3/28/22

10.13 Indenture, dated as of May 25, 2022, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S.

Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 10.500% Senior Unsecured Notes due 2030.

8-K 10.1 5/25/22

10.9* Carnival Corporation Fun Ship Nonqualified Savings Plan restated effective January 1, 2022.

2 unchanged sentences

10-Q 10.2 9/30/22

INDEX TO EXHIBITS

Incorporated by Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith

10.16 Indenture dated as of October 25, 2022, among Carnival Holdings (Bermuda) Limited, as issuer, Carnival Corporation, Carnival plc, the other Guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the 10.375% Senior Unsecured Notes due 2028.

8-K 10.1 10/25/22

10.17 Indenture, dated as of November 18, 2022, among Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee, relating to the issuance 5.75% Convertible Senior Notes due 2027.

8-K 10.1 11/18/22

10.11* Form of 2022 Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.

2 unchanged sentences

10-Q 10.3 3/29/23

10.20 Facilities Agreement, dated as of February 28, 2023, among Carnival Holdings (Bermuda) II Limited, as borrower, Carnival Corporation, Carnival plc, the other guarantors party thereto, the lender parties thereto and J.P.

Morgan SE, as facilities agent.

10-Q 10.5 3/29/23

10.13* Amendment of the 2020 Stock Plan.

4 unchanged sentences

10-Q 10.3 6/28/23

10.24 Term Loan Agreement, dated as of August 8, 2023, among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival plc, the other guarantors party thereto, the various financial institutions as are or shall become parties thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and U.S.

Bank Trust Company, National Association, as security agent.

10-Q 10.2 9/29/23

10.16 Indenture, dated as of August 8, 2023, among Carnival Corporation, as issuer, Carnival plc, the guarantors party thereto and U.S.

1 unchanged sentence

10-Q 10.3 9/29/23

INDEX TO EXHIBITS

Incorporated by Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith

10.26 Repricing Amendment No.

1, dated as of April 25, 2024, to Term Loan Agreement, dated as of August 8, 2023, among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival plc, the other guarantors party thereto, the various financial institutions as are or shall become parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.

10-Q 10.1 6/27/24

10.27 Repricing Amendment No.

6, dated as of April 25, 2024, to Term Loan Agreement, dated as of June 30, 2020, among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival plc, the other guarantors party thereto, the various financial institutions as are or shall become parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.

10-Q 10.2 6/27/24

10.17 Indenture, dated as of April 25, 2024, among Carnival Corporation, as issuer, Carnival plc, the guarantors party thereto and U.S.

7 unchanged sentences

10-Q 10.6 6/27/24

INDEX TO EXHIBITS

Incorporated by Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith

10.21* Form of Non-Employee Director Annual Restricted Stock Award Agreement for the Carnival Corporation 2020 Stock Plan.

10-Q 10.7 6/27/24

10.33 Amendment Letter dated March 28, 2024 to Facilities Agreement dated February 28, 2023, among Carnival Holdings (Bermuda) II Limited as borrower, Carnival Corporation, Carnival plc, the lenders from time to time party thereto and J.P.

Morgan SE as facilities agent.

10.22 Indenture, dated as of February 7, 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 6.125% Senior Unsecured Notes due 2033.

10-Q 10.3 3/25/25

10.23 Indenture, dated as of February 28, 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 5.750% Senior Unsecured Notes due 2030.

10-Q 10.4 3/25/25

10.24 Indenture, dated as of May 21, 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 5.875% Senior Unsecured Notes due 2031.

10-Q 10.1 6/26/25

10.25 Form of Non-Employee Director Annual Unrestricted Stock Award Agreement for the Carnival Corporation 2020 Stock Plan.

10-Q 10.2 6/26/25

10.26 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.

10-Q 10.1 9/29/25

10.27 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.

10-Q 10.2 9/29/25

10.28 Indenture, dated as of July 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.

10-Q 10.3 9/29/25

10.29* Compensation Protection and Restrictive Covenants Agreement, dated August 6, 2025, between Carnival Corporation and Joshua Weinstein.

10-Q 10.4 9/29/25

10.30* Form of Compensation Protection and Restrictive Covenants Agreement between Carnival Corporation and each of David Bernstein, Bettina Deynes and Enrique Miguez.

10-Q 10.5 9/29/25

INDEX TO EXHIBITS

Incorporated by Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith

10.31* Service Agreement, dated September 30, 2025, between Carnival plc and Lars Ljoen.

10.32 Indenture, dated as of October 15, 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 5.125% Senior Unsecured Notes due 2029.

Insider Trading Policies and Procedures

19 Carnival Corporation & plc Securities Trading Polic y.

19 Carnival Corporation & plc Securities Trading Policy.

10-K 19 1/27/25

Subsidiaries of the registrants

1 unchanged sentence

Consents of experts and counsel

INDEX TO EXHIBITS

Incorporated by Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith

23.1 Consent of Independent Registered Public Accounting Firm - Deloit te & Touche LLP .

23.1 Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLP.

23.2 Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP.

2 unchanged sentences

Rule 13a-14(a)/15d-14(a) certifications

31.1 Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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.

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.

31.3 Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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.

INDEX TO EXHIBITS

Incorporated by Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith

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.

Section 1350 certifications

32.1** Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation pursuant to 18 U.S.C.

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.

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

INDEX TO EXHIBITS

Incorporated by Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith

32.3** Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival plc pursuant to 18 U.S.C.

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.

12 unchanged sentences

(vi) the notes to the consolidated financial statements, tagged in summary and detail.

INDEX TO EXHIBITS

Incorporated by Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith

104 The cover page from Carnival Corporation & plc’s Form 10-K for the year ended November 30, 2025, as filed with the Securities and Exchange Commission on January 27, 2026, formatted in Inline XBRL (included as Exhibit 101)

9 unchanged sentences

Josh Weinstein

President, Chief Executive Officer and President, Chief Executive Officer and

Chief Climate Officer and Director Chief Climate Officer and Director

Chief Executive Officer Chief Executive Officer

January 27, 2026 January 27, 2026

5 unchanged sentences

Josh Weinstein

President, Chief Executive Officer and President, Chief Executive Officer and

Chief Climate Officer and Director Chief Climate Officer and Director

Chief Executive Officer and Director Chief Executive Officer and Director

January 27, 2026 January 27, 2026

16 unchanged sentences

January 27, 2026 January 27, 2026

/s/*Nelda Connors /s/*Nelda Connors

Connors /s/*Nelda J.

Nelda Connors Nelda Connors

14 unchanged sentences

January 27, 2026 January 27, 2026

/s/*Sara Mathew /s/*Sara Mathew

Sara Mathew Sara Mathew

Director Director

January 27, 2025 January 27, 2025

/s/*Stuart Subotnick /s/*Stuart Subotnick

16 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures