Carnival Corp Files 8-K on Material Agreement

TL;DR

Carnival Corp just filed an 8-K about a new deal and debt. Big moves ahead.

AI Summary

Carnival Corporation filed an 8-K on October 15, 2025, disclosing a material definitive agreement and a direct financial obligation. The filing also includes Regulation FD disclosures and financial statements and exhibits. Specific details regarding the agreement and obligation are not provided in this excerpt.

Why It Matters

This filing indicates Carnival Corp has entered into a significant agreement and incurred a financial obligation, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, suggesting potential financial commitments or changes that warrant attention.

Key Players & Entities

• CARNIVAL CORP (company) — Filer
• CARNIVAL PLC (company) — Filer
• CARNIVAL CRUISE LINES INC (company) — Former company name for Carnival Corp
• P&O PRINCESS CRUISES PLC (company) — Former company name for Carnival PLC

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock ($0.01 par value) CCL New York Stock Excha
• $1.66 — resented by American Depositary Shares ($1.66 par value) Special Voting Share, GBP 1.
• $1.25 billion — vate offering (the "Notes Offering") of $1.25 billion aggregate principal amount of 5.125% se
• $2.0 billion — d a notice of redemption for all of the $2.0 billion aggregate principal amount of its 2029

Filing Documents

• eh250691830_8k.htm (8-K) — 50KB
• eh250691830_ex9901.htm (EX-99.1) — 9KB
• company_logo.jpg (GRAPHIC) — 9KB
• 0000950142-25-002811.txt ( ) — 305KB
• ccl-20251015.xsd (EX-101.SCH) — 4KB
• ccl-20251015_def.xml (EX-101.DEF) — 28KB
• ccl-20251015_lab.xml (EX-101.LAB) — 37KB
• ccl-20251015_pre.xml (EX-101.PRE) — 26KB
• eh250691830_8k_htm.xml (XML) — 9KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture On October 15, 2025, Carnival Corporation (the "Company") closed its previously announced private offering (the "Notes Offering") of $1.25 billion aggregate principal amount of 5.125% senior unsecured notes due 2029 (the "Notes"). The Notes were issued pursuant to an indenture, dated as of October 15, 2025 (the "Indenture"), among the Company, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The Company will use the proceeds from the Notes Offering, together with cash on hand, to redeem all of its outstanding 6.000% senior unsecured notes due 2029 (the "2029 Unsecured Notes"). The Notes will mature on May 1, 2029 unless earlier redeemed or repurchased. Interest on the Notes will accrue from October 15, 2025 and is payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2026, at a rate of 5.125% per year. The Notes are guaranteed on a senior unsecured basis by Carnival plc and certain of the Company's and Carnival plc's subsidiaries (the "Subsidiary Guarantors") that also guarantee certain of the Company's existing first-priority secured indebtedness, certain of its unsecured notes and its convertible notes. In the future, each of the Company's and Carnival plc's subsidiaries that becomes an issuer, borrower, obligor or guarantor of certain other indebtedness for borrowed money of the Company, Carnival plc or any Subsidiary Guarantor will be required to guarantee the Notes, subject to certain exceptions. Prior to February 1, 2029, the Company may redeem the Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus a "make whole" premium and accrued and unpaid interest. On or after February 1, 2029, the Company may redeem the Notes at its option, in whole at any time or in part from time to time,

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 15, 2025, the Company issued a notice of redemption for all of the $2.0 billion aggregate principal amount of its 2029 Unsecured Notes to be redeemed on November 1, 2025 (the "Redemption Date") at a redemption price equal to 101.500% of the principal amount of the 2029 Unsecured Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date. On October 15, 2025, the Company issued a press release announcing the closing of the Notes Offering and the issuance of the notice of redemption. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein. Neither this current report nor the press release constitutes a notice of redemption with respect to the 2029 Unsecured Notes. The press release includes forward-looking statements. See "Cautionary Note Concerning Forward-Looking Statements" within the press release for additional information. The Company is furnishing the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, to comply with Regulation FD. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filing.

01

Item 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release of Carnival Corporation and Carnival plc dated October 15, 2025. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

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 hereunto duly authorized. CARNIVAL CORPORATION CARNIVAL PLC By: /s/ David Bernstein By: /s/ David Bernstein Name: David Bernstein Name: David Bernstein Title: Chief Financial Officer and Chief Accounting Officer Title: Chief Financial Officer and Chief Accounting Officer Date: October 15, 2025 Date: October 15, 2025