Carnival UK Ltd.

Overview

• IndustryWater Transportation¹
• Business address100 Harbour Parade, Carnival House, Southampton So15 1St²
• Filer categoryLarge accelerated filer²

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Carnival Corporation was incorporated in Panama in 1974 and Carnival plc was incorporated in England and Wales in 2000. Carnival Corporation and Carnival plc operate a dual listed company whereby the businesses of Carnival Corporation and Carnival plc are combined through a number of contracts and through provisions in Carnival Corporation’s Articles of Incorporation and By-Laws and Carnival plc’s Articles of Association. The two companies operate as if they are a single economic enterprise with a single executive management team and identical Boards of Directors, but each has retained its separate legal identity. Carnival Corporation and Carnival plc are both public companies with separate stock exchange listings and their own shareholders. Together with their consolidated subsidiaries, Carnival Corporation and Carnival plc are referred to collectively in this Form 10-K as “Carnival Cor…⁴ From its latest annual report

Corporate structure

Carnival UK Ltd. is part of a group headed by Carnival Corporation. 125 entities, 28 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; subsidiaries, stakes and holdings from Wikidata (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Carnival UK Ltd. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Properties, in its own words

Our headquarters and principal shoreside operations are located in owned/leased office buildings in Miami, Florida and in Southampton, England. We also own and/or lease a number of other offices across the U.S., Continental Europe and other locations throughout the world to support our brand operations globally. In 2025, we purchased a site to build and relocate our Miami, Florida headquarters.

Information about our cruise ships, including the number each of our cruise brands operate, as well as information regarding our cruise ships under construction may be found under Part I, Item 1. Business. C. “Our Global Cruise Business.” In addition, we own, lease or have controlling interests in port destinations, exclusive islands, hotels, and lodges.

Item 2 of the 10-K filed Jan 27, 2026.⁴

Leadership

Who has led Carnival UK Ltd., and when. Pick a name to see everywhere that person has worked.

• Chief executive officerJoshua Ian Weinstein Aug 5, 2022 to now⁵
• Chief executive officerArnold W. Donald Jan 16, 2014 to Aug 2, 2022⁶
• Chief executive officerMichael Olaf Thamm Jul 10, 2012 to Feb 23, 2023⁷
• Chief executive officerGerald Raymond Cahill Dec 30, 2008 to Jan 14, 2015⁸
• Chief executive officerAlan Buckelew Jun 28, 2007 to Jul 18, 2013⁹
• Chief executive officerDavid Dingle Jun 28, 2007 to Jan 23, 2014¹⁰
• Chief executive officerPeter Gervis Ratcliffe Feb 23, 2006 to Apr 1, 2008¹¹
• Chief executive officerPier Luigi Foschi Feb 23, 2006 to Feb 21, 2012¹²
• Chief executive officerStein Kruse Feb 23, 2006 to Sep 1, 2020¹³
• ChairPier Luigi Foschi Feb 21, 2007 to Feb 21, 2012¹⁴
• PresidentJoshua Ian Weinstein Aug 5, 2022 to now⁵
• PresidentArnold W. Donald Jan 16, 2014 to Aug 2, 2022⁶
• PresidentGerald Raymond Cahill Dec 30, 2008 to Jan 14, 2015⁸
• PresidentAlan Buckelew Feb 23, 2006 to Jul 18, 2013¹⁵
• PresidentPier Luigi Foschi Feb 23, 2006 to Feb 23, 2006¹²
• PresidentStein Kruse Feb 23, 2006 to Feb 5, 2013¹³
• Chief financial officerGerald Raymond Cahill Jan 17, 2006 to Feb 22, 2008¹⁶
• Chief operating officerStein Kruse Jan 23, 2007 to Jan 23, 2007¹⁷

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

• 1972 Productions, Inc. Florida³
• A.J. Juneau Dock, LLC Alaska³
• AIDA Kundencenter GmbH Germany³
• Air-Sea Holiday GmbH Switzerland³
• Alaska Hotel Properties LLC Delaware³
• Amber Cove Cruise Terminal S.A.S. Dominican Republic³
• Barcelona Cruise Terminal SLU Spain³
• Bay Island Cruise Port, S.A. Honduras³
• Belize Cruise Terminal Limited Belize³
• CC U.S. Ventures, Inc. Delaware³
• CCL NB 6371 Limited Bermuda³
• CCL NB 6372 Limited Bermuda³
• CCL NB 6373 Limited Bermuda³
• CSMART Real Estate B.V. Netherlands³
• CSMART Real Estate C.V. Netherlands³
• Carnival (UK) Limited United Kingdom³
• Carnival Bahamas FC Limited Bahamas³
• Carnival Bahamas Holdings Limited Bahamas³
• Carnival Corporation Hong Kong Limited Hong Kong³
• Carnival Corporation Korea Ltd. Republic of Korea³
• Carnival Corporation Ports Group Japan KK Japan³
• Carnival Finance, LLC Delaware³
• Carnival Grand Bahama Investments Limited Bahamas³
• Carnival Investments Limited Bahamas³

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

• CARNIVAL PLCApr 17, 2003 to May 18, 2026²
• P&O PRINCESS CRUISES PLCDec 19, 2001 to Jan 10, 2003²

Timeline

1. May 7, 20268-K Ended a material agreement; Completed an acquisition or sale; Listing notice or transfer⁵⁰
2. Apr 20, 20268-K Shareholder vote⁵¹
3. Mar 27, 20268-K Results of operations⁵²
4. Feb 20, 20268-K Entered a material agreement⁵³
5. Feb 12, 20268-K Entered a material agreement; Change to shareholders' rights⁵⁴
6. Dec 19, 20258-K Results of operations⁵⁵
7. Oct 15, 20258-K Entered a material agreement; New debt or obligation; Regulation FD disclosure⁵⁶
8. Sep 30, 20258-K Regulation FD disclosure⁵⁷
9. Sep 30, 20258-K Regulation FD disclosure⁵⁸
10. Sep 29, 20258-K Results of operations; Regulation FD disclosure⁵⁹
11. Aug 19, 20258-K Regulation FD disclosure⁶⁰
12. Aug 8, 20258-K Executive or director change⁶¹
13. Aug 5, 2022New chief executive Joshua Ian Weinstein becomes CEO⁵
14. Jan 16, 2014New chief executive Arnold W. Donald becomes CEO⁶
15. Jul 10, 2012New chief executive Michael Olaf Thamm becomes CEO⁷
16. Dec 30, 2008New chief executive Gerald Raymond Cahill becomes CEO⁸
17. Jun 28, 2007New chief executive David Dingle becomes CEO¹⁰
18. Jun 28, 2007New chief executive Alan Buckelew becomes CEO⁹
19. Feb 23, 2006New chief executive Stein Kruse becomes CEO¹³
20. Feb 23, 2006New chief executive Pier Luigi Foschi becomes CEO¹²
21. Feb 23, 2006New chief executive Peter Gervis Ratcliffe becomes CEO¹¹

Calendar

When it reported results

1. Mar 27, 2026Reported quarterly or annual results⁵²
2. Dec 19, 2025Reported quarterly or annual results⁵⁵
3. Sep 29, 2025Reported quarterly or annual results⁵⁹
4. Jun 24, 2025Reported quarterly or annual results⁶²
5. Mar 21, 2025Reported quarterly or annual results⁶³
6. Dec 20, 2024Reported quarterly or annual results⁶⁴
7. Sep 30, 2024Reported quarterly or annual results⁶⁵
8. Jun 25, 2024Reported quarterly or annual results⁶⁶

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

305 filings to the SEC since October 2021: 5 annual reports, 13 quarterly reports, 79 major events, 149 insider forms, 20 large holders, 39 other. The latest 20:

1. May 18, 202615-12G EDGAR
2. May 7, 20264 PRIMARY DOCUMENT EDGAR
3. May 7, 20264 PRIMARY DOCUMENT EDGAR
4. May 7, 20264 PRIMARY DOCUMENT EDGAR
5. May 7, 20264 PRIMARY DOCUMENT EDGAR
6. May 7, 20264 PRIMARY DOCUMENT EDGAR
7. May 7, 20264 PRIMARY DOCUMENT EDGAR
8. May 7, 20264 PRIMARY DOCUMENT EDGAR
9. May 7, 20264 PRIMARY DOCUMENT EDGAR
10. May 7, 20264 PRIMARY DOCUMENT EDGAR
11. May 7, 20264 PRIMARY DOCUMENT EDGAR
12. May 7, 20264 PRIMARY DOCUMENT EDGAR
13. May 7, 20264 PRIMARY DOCUMENT EDGAR
14. May 7, 20264 PRIMARY DOCUMENT EDGAR
15. May 7, 20264 PRIMARY DOCUMENT EDGAR
16. May 7, 2026S-8 POS EDGAR
17. May 7, 2026S-8 POS EDGAR
18. May 7, 20268-K EDGAR
19. May 7, 2026SCHEDULE 13D/A EDGAR
20. May 7, 20264 OWNERSHIP DOCUMENT EDGAR

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

18 open-market trades by officers, directors and large owners since October 2021: 3 buys and 15 sales. Grants, option exercises and gifts are left out.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

• Micky Meir ArisonSCHEDULE 13D/A, 5 filings Mar 1, 2022 to May 7, 2026⁶⁷
• ARISTEIA CAPITAL, L.L.C.SCHEDULE 13G/A, 7 filings Feb 14, 2022 to Nov 14, 2025⁶⁸
• BlackRockSCHEDULE 13G/A, 3 filings Feb 3, 2023 to Apr 29, 2025⁶⁹
• NORGES BANKSCHEDULE 13G/A, 4 filings Feb 8, 2022 to Feb 10, 2025⁷⁰
• UBS AM, a distinct business unit of UBS ASSET MANAGEMENT AMERICAS LLCSC 13G/A, 1 filing Feb 14, 2022⁷¹

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

SEC filer profile

How Carnival UK Ltd. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

• Name on EDGARCarnival UK Ltd.¹
• CIK0001125259
• Employer ID (EIN)59-1562976⁴
• Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company⁴
• Incorporated inPanama⁴
• Fiscal year endsNovember 30¹
• Industry code (SIC)4400 Water Transportation¹
• SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance¹
• Business address100 Harbour Parade, Carnival House, Southampton So15 1St, United Kingdom¹
• Phone011 44 23 8065 5000¹
• Shares outstanding1,236,706,612 shares; 188,486,684 Carnival Public Limited Company shares as of Jan 13, 2026⁴
• Public float$25.1B as of May 31, 2025⁴
• AuditorDeloitte & Touche LLP, Miami, Florida PCAOB ID 34; it also attests to the company’s internal control over financial reporting⁴
• On EDGAR sinceDec 17, 2001¹
• Filings2,659 in all: 4 (1,742), 8-K (280), 6-K (76), 10-Q (69), 425 (62), 3 (41), DEFA14A (34), SC 13D/A (26)¹
  All 61 form types

  DEF 14A (24), 10-K (23), SC 13G/A (22), 4/A (18), 424B5 (16), SC14D9C (15), 424B2 (14), UPLOAD (14), CORRESP (13), PRE 14A (13), FWP (12), S-3ASR (11), ARS (10), SC 13G (10), 5 (9), S-8 (9), 144 (8), 424B3 (8), S-8 POS (8), SD (6), 25-NSE (5), S-4/A (5), SCHEDULE 13G/A (5), 8-A12B (4), 8-K/A (4), 10-Q/A (3), S-3 (3), 10-K/A (2), 20-F (2), 3/A (2), 8-A12B/A (2), CERTNYS (2), F-4 (2), POS AM (2), S-4 (2), SC 14D9 (2), SC TO-T/A (2), SCHEDULE 13D/A (2), 15-12G (1), 25 (1), CERT (1), DEFM14A (1), F-6 (1), F-6 POS (1), F-6EF (1), IRANNOTICE (1), POSASR (1), RW (1), S-3/A (1), S-3D (1), S-3DPOS (1), SC 13D (1), SC TO-T (1)

• Latest filingsAnnual report (10-K) Jan 27, 2026
  Quarterly report (10-Q) Mar 27, 2026
  Proxy statement (DEF 14A) Feb 27, 2026
  Latest 8-K (8-K) May 7, 2026

Securities registered for trading

From the cover page of the 10-K filed Jan 27, 2026 (Section 12(b) of the Exchange Act).⁴

Risk factors and legal proceedings

The risks Carnival UK Ltd. names in Item 1A of its 10-K filed Jan 27, 2026: 16 risks under these headings, as written.⁴

• Operational Risk Factors
• a.Events and conditions around the world, including geopolitical uncertainty, war and other military actions, pandemics, inflation, higher interest rates and other general concerns impacting the ability or desire of people to travel could lead to a decline in demand for cruises as well as have significant negative impacts on our financial condition and operations.
• b. Incidents concerning our ships, guests or the cruise industry may negatively impact the satisfaction of our guests and crew and lead to reputational damage.
• c. Adverse weather conditions or an increase in the frequency and/or severity of adverse weather conditions could have a material impact on our business and results of operations.
• d. Our targets, goals, aspirations, initiatives, public statements and disclosures, including those related to sustainability matters, may expose us to risks that may adversely impact our business.
• e. Cybersecurity incidents and data privacy breaches, as well as disruptions and other damages to our principal and other offices, information technology operations and system networks and failure to keep pace with developments in technology may adversely impact our business operations, the satisfaction of our guests and crew and may lead to fines, penalties and reputational damage.
• f. Our debt requires a significant amount of cash to service and our ability to generate sufficient cash depends on many factors, some of which may be beyond our control. Our financial condition and operations could be adversely impacted if we are unable to service our debt or satisfy our covenants.
• g. Increases in fuel costs, changes in the types of fuel consumed and availability of fuel supply may adversely impact our scheduled itineraries and costs.
• h. The loss of key team members, our inability to recruit or retain qualified shoreside and shipboard team members and increased labor costs could have an adverse effect on our business and results of operations.
• i. We rely on suppliers who are integral to the operations of our businesses. These suppliers and service providers may be unable to deliver on their commitments, which could negatively impact our business.
• j. Fluctuations in foreign currency exchange rates may adversely impact our financial results.
• k. Our investments in port destinations and exclusive islands may expose us to additional risks.

Legal proceedings

The legal proceedings described in Note 6 - “Contingencies”, are shown in Part II, Item 8. Financial Statements and Supplementary Data, in this Form 10-K. Additionally, SEC rules require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we believe will exceed $1 million for such proceedings.

On June 20, 2022, Princess Cruises notified the Australian Maritime Safety Authorization (“AMSA”) and the flag state, Bermuda, regarding approximately six cubic meters of comminuted food waste (liquid biodigester effluent) inadvertently released by Coral Princess inside the Great Barrier Reef Marine Park. On May 31, 2023, we received a summons from the Australia Federal Prosecution Service indicating that formal charges would be pursued against Princess Cruises and the Captain of the vessel. On November 17, 2025, Princess Cruises entered a guilty plea, and the charges against the Captain were accordingly dismissed. The Magistrates Court of Queensland imposed an immaterial fine against Princess Cruises. This matter is now concluded.

On February 5, 2024, P&O Cruises (Australia) notified the AMSA and the UK Marine Accident Investigation Branch that a small amount of oil may have inadvertently contaminated grey water which was discharged by Pacific Adventure in the Great Barrier Reef Marine Park, Queensland. We intend to cooperate with any inquiries from governmental authorities. We believe the ultimate outcome will not have a material impact on our consolidated financial statements.

The opening of Item 3, Legal Proceedings.⁴