Carnival Corporation Unifies Dual Listings and Redomiciles to Bermuda in Planned Corporate Restructuring

CCL
February 21, 2026

Carnival Corporation & plc announced on February 20 2026 that it has signed a unification agreement to merge its dual‑listed entities and to redomicile the combined company to Bermuda. Shareholder approval is scheduled for April 17 2026, and the transaction is expected to be completed before the end of the second quarter of 2026, with the scheme becoming effective on May 7 2026. If the conditions are not met, the agreement will terminate on December 31 2026.

Under the plan, Carnival plc’s London listing will be delisted and its American Depositary Shares will be removed from the NYSE. The two entities will merge into a single public company named Carnival Corporation Ltd., and the new entity will trade on the NYSE under the ticker CCL. Shareholders of Carnival plc will receive one Carnival Corporation Ltd. common share for each ordinary share they hold, while shareholders of Carnival Corporation will retain their existing shares. The redomiciliation moves the company’s legal domicile from Panama to Bermuda, a jurisdiction that offers a streamlined regulatory environment for multinational corporations.

The restructuring is intended to simplify governance, reduce compliance costs, and create a single global share price that enhances liquidity and improves the company’s weighting in major U.S. stock indices. CFO David Bernstein said the move would "align with the marketplace, streamline governance and reporting and reduce administrative costs," and that it would "increase liquidity for stock trades and increase weighting on major US stock indexes." The company also emphasized that key shareholder voting and economic rights will be preserved throughout the transition.

Carnival’s headquarters will remain in Miami, Florida, and the company’s core cruise operations will continue unchanged. The unification is expected to provide investors with a more transparent and efficient ownership structure, while maintaining the company’s strong financial footing. Carnival reported record profits in 2025 and reinstated its dividend, underscoring management’s confidence in the company’s long‑term prospects.

The transaction is subject to shareholder, court, and regulatory approvals, including UK court sanction and approvals from U.S., German, and Italian regulators. Progress has already been made on antitrust and regulatory clearances, and the company has outlined a clear timetable for completion. The planned unification and redomiciliation represent a significant corporate milestone that will reshape Carnival’s capital structure and regulatory footprint.

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