S-8

As filed with the Securities and Exchange Commission on June 26, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER

THE SECURITIES ACT OF 1933

Form S-8 CARNIVAL CORPORATION Form S-8 CARNIVAL PLC

(Exact name of registrant as specified in its charter)

Republic of Panama England and Wales

(State or other jurisdiction of incorporation or organization)

59-1562976 98-0357772

(I.R.S. Employer Identification No.)

Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600 Carnival House
100 Harbour Parade
Southampton, SO15 1ST
United Kingdom
011 44 23 8065 5000

(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)

Carnival Corporation 1993 Employee Stock Purchase Plan
(Full title of the plan)

Enrique Miguez
General Counsel

Carnival Corporation & plc
3655 N.W. 87th Avenue
Miami, Florida 33178-2428

(305) 599-2600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Sean C. Feller, Esq.

Gibson, Dunn & Crutcher LLP
2000 Avenue of the Stars Suite 1200N

Los Angeles, CA 90067-4700

(310) 552-8500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, the registrants, Carnival Corporation and Carnival plc, are filing this registration statement (“Registration Statement”) with respect to the issuance of an additional 4,000,000 shares of Carnival Corporation common stock, par value $0.01 per share (the “Common Stock”) in the Carnival Corporation 1993 Employee Stock Purchase Plan, as amended (the “Plan”), and 4,000,000 trust shares (the “Trust Shares”) of beneficial interest in the P&O Princess Special Voting Trust (the “Trust”), which are paired with the shares of Common Stock on a one-for-one basis. Each of the Trust Shares represents an undivided beneficial interest in the Carnival plc Special Voting Share (the “Special Voting Share”), £1.00 par value, which is held by the Trust. The arrangements with respect to the Special Voting Share and the Trust Shares were entered into in connection with the dual listed company transaction between Carnival Corporation and Carnival plc, which was completed on April 17, 2003. The shares of Common Stock registered hereby, together with the paired Trust Shares, are to be issued under the Plan. The contents of the Registration Statement on Form S-8 (File no. 33-51195) filed with the Securities and Exchange Commission (the “Commission”) on November 24, 1993 and the Registration Statement on Form S-8 (File no. 333-104609) filed with the Commission on April 17, 2003, are hereby incorporated by reference in this Registration Statement pursuant to General Instruction E of Form S-8, except for Items 3, 6, 8 and 9 of Part II which are being updated by this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Commission by us are incorporated by reference in this Registration Statement:

(a) Our latest Annual Report on Form 10-K filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) on January 27, 2025;

(b) Our Quarterly Reports on Form 10-Q filed on March 25, 2025 and June 26, 2025;

(c) Our Current Reports on Form 8-K filed January 10, 2025, January 13, 2025 (Items 1.01 and 2.03 only), February 7, 2025 (Items 1.01 and 2.03 only), February 28, 2025 (Items 1.01 and 2.03 only), April 18, 2025, May 21, 2025 (Items 1.01 and 2.03 only), and June 13, 2025 (Items 1.01, 1.02 and 2.03 only); and

(d) The description of the Common Stock, Trust Shares and Special Voting Share contained in the Description of Equity Securities Registered Under Section 12 of the Exchange Act in Exhibit 4.12 of our Annual Report on Form 10-K for the fiscal year ended November 30, 2019, filed on January 28, 2020, including any amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, excluding any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K and corresponding information furnished under Item 9.01 or included as an exhibit, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 6. Indemnification of Directors and Officers.

Carnival Corporation’s Third Amended and Restated Articles of Incorporation and By-Laws provide, subject to the requirements set forth therein, that with respect to any person who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, Carnival Corporation shall indemnify such person by reason of the fact that he is or was one of Carnival Corporation’s or Carnival plc’s directors or officers, and may indemnify such person by reason of the fact that he is or was one of Carnival Corporation’s or Carnival plc’s employees or agents or is or was serving at Carnival Corporation’s or Carnival plc’s request as a director, officer, employee or agent in another corporation, partnership, joint venture, trust or other enterprise, in either case against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a

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manner he reasonably believed to be in or not opposed to Carnival Corporation’s or Carnival plc’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Carnival Corporation has entered into agreements with each of its directors providing essentially the same indemnities as are described in Carnival Corporation’s Third Amended and Restated Articles of Incorporation in the event that such director or such director’s heirs, executors or administrators are made a party to threatened, pending or completed actions, suits or proceedings as described above.

Article 288 of Carnival plc’s Articles of Association provides:

“Subject to and in so far as permitted by the Companies Acts, the Company may: (a) indemnify any director, office or employee of the Company or of any associated company against any liability pursuant to any qualifying third party indemnity provision or any qualifying pension scheme indemnity provision, or on any other basis as is then lawful, in each case on such terms as the board may decide; and (b) purchase and maintain for any director, officer or employee of the Company or of any associated company insurance against any liability. In this article “qualifying third party indemnity provision”, “qualifying pension scheme provision” and “associated company” have meanings that they have in Part 10 of the 2006 Act.”

Under the UK Companies Act 2006, a UK company is not permitted to indemnify a director or officer of the company (or any person employed by the company as an auditor) against any liability in respect of any fine imposed in criminal proceedings, a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature, negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company.

UK companies, however, may:

· purchase and maintain liability insurance for officers and directors; and

· indemnify officers and directors against any liability incurred by him either in defending any proceedings in which judgment is given in his favor or he is acquitted, or in connection with the court granting him relief from liability in the case of honest and reasonable conduct.

Carnival plc has entered into agreements with each of its directors providing essentially the same indemnities as are described in Carnival plc’s articles of association as described above.

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Item 8. Exhibits

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
4.1	Third Amended and Restated Articles of Incorporation of Carnival Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003).
4.2	Third Amended and Restated By-Laws of Carnival Corporation (incorporated by reference to Exhibit 3.1 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 20, 2009).
4.3	Articles of Association of Carnival plc (incorporated by reference to Exhibit 3.3 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 20, 2009).
4.4	Voting Trust Deed, dated as of April 17, 2003, between Carnival Corporation and The Law Debenture Trust Corporation (Cayman) Limited, as trustee (incorporated by reference to Exhibit 4.2 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003).
4.5	Pairing Agreement, dated as of April 17, 2003, between Carnival Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and Computershare Investors Services (formerly SunTrust Bank), as transfer agent (incorporated by reference to Exhibit 4.1 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003).
4.6	SVE Special Voting Deed, dated as of April 17, 2003 between Carnival Corporation, DLS SVC Limited, P&O Princess Cruises plc, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and The Law Debenture Trust Corporation, P.L.C. (incorporated by reference to Exhibit 4.3 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003).
4.7	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.16 to the joint Registration Statement on Form S-3/ F-3 of Carnival Corporation, Carnival plc and P&O Princess Cruises International Limited, filed on June 19, 2003).
5.1	Opinion of Tapia Linares y Alfaro.*
5.2	Opinion of Maples and Calder (Cayman) LLP.*
5.3	Opinion of Ashurst.*
23.1	Consent of Tapia Linares y Alfaro (included with Exhibit 5.1).*
23.2	Consent of Maples and Calder (Cayman) LLP (included with Exhibit 5.2).*
23.3	Consent of Ashurst (included with Exhibit 5.3).*
23.4	Consent of Deloitte & Touche LLP, Independent Registered Certified Public Accounting Firm.*
23.5	Consent of PricewaterhouseCoopers LLP, Independent Registered Certified Public Accounting Firm.*
24.1	Power of Attorney of certain officers and directors of Carnival Corporation (included on the signature pages hereof).
24.2	Power of Attorney of certain officers and directors of Carnival plc (included on the signature pages hereof).
99.1	Carnival Corporation 1993 Employee Stock Purchase Plan, as amended and restated.*
107.1	Filing Fee Table.*

*Filed herewith.

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Item 9. Undertakings

(a)	The undersigned registrant hereby undertakes:
	(1)      To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by us pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

(2)           That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

(b)           The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof.

(c)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES OF CARNIVAL CORPORATION AND CARNIVAL PLC

Pursuant to the requirements of the Securities Act of 1933 the registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-8 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Doral, State of Florida, on June 26, 2025.

CARNIVAL CORPORATION			CARNIVAL PLC
By:	/s/ Enrique Miguez		By:	/s/ Enrique Miguez
	Name:	Enrique Miguez		Name:	Enrique Miguez
	Title:	General Counsel		Title:	General Counsel

POWER OF ATTORNEY

Each of the undersigned directors and officers of Carnival Corporation and Carnival plc hereby severally constitutes and appoints Enrique Miguez, as attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any amendments to this Registration Statement (including post-effective amendments), and to file the same with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated effective June 26, 2025.

CARNIVAL CORPORATION	CARNIVAL PLC
/s/ Josh Weinstein	/s/ Josh Weinstein
Josh Weinstein	Josh Weinstein
Chief Executive Officer, Director	Chief Executive Officer, Director
/s/ David Bernstein	/s/ David Bernstein
David Bernstein	David Bernstein
Chief Financial Officer and Chief Accounting Officer	Chief Financial Officer and Chief Accounting Officer
/s/ Micky Arison	/s/ Micky Arison
Micky Arison	Micky Arison
Chair of the Board of Directors	Chair of the Board of Directors
/s/ Sir Jonathon Band	/s/ Sir Jonathon Band
Sir Jonathon Band	Sir Jonathon Band
Director	Director
/s/ Jason Glen Cahilly	/s/ Jason Glen Cahilly
Jason Glen Cahilly	Jason Glen Cahilly
Director	Director
/s/ Nelda J. Connors	/s/ Nelda J. Connors
Nelda J. Connors	Nelda J. Connors
Director	Director
/s/ Helen Deeble	/s/ Helen Deeble
Helen Deeble	Helen Deeble
Director	Director
/s/ Jeffrey J. Gearhart	/s/ Jeffrey J. Gearhart
Jeffrey J. Gearhart	Jeffrey J. Gearhart
Director	Director
/s/ Katie Lahey	/s/ Katie Lahey
Katie Lahey	Katie Lahey
Director	Director
/s/ Stuart Subotnick	/s/ Stuart Subotnick
Stuart Subotnick	Stuart Subotnick
Director	Director
/s/ Laura Weil	/s/ Laura Weil
Laura Weil	Laura Weil
Director	Director
/s/ Randall J. Weisenburger	/s/ Randall J. Weisenburger
Randall J. Weisenburger	Randall J. Weisenburger
Director	Director

EX-5.1

Exhibit 5.1

TAPIA, LINARES Y ALFARO 

ABOGADOS-ATTORNEYS AT LAW 

June 26, 2025   F. S. TAPIA C. † JULIO E. LINARES †   ELOY ALFARO MARIO E. CORREA E.  OCTAVIO DEL MORAL JULIO E. LINARES F. ADOLFO E. LINARES F. FERNANDO A. LINARES F. ANABEL GA MALLO Q.   CARMEN G. CAO FRANCESCA VASQUEZ RONIE MORENO ANGELA GUAJARDO

Carnival Corporation

3655 N.W. 87^th Avenue

Miami, Florida 33178-2428

U.S.A.

Carnival plc 

100 Harbour Parade

Southampton, SO15 1ST

United Kingdom

Re: Registration Statement on Form S-8

Dear Sirs:

In connection with the joint Registration Statement on Form S-8 (the "Registration Statement"), filed by Carnival Corporation (the "Company") and Carnival plc, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder, which relates to the issuance of an additional 4,000,000 shares of the Company common stock, par value $0.01 per share (the "Common Stock"), and 4,000,000 trust shares of beneficial interest in the P&O Princess plc Special Voting Trust (the "Trust Shares"), which are paired with the shares of Common Stock on a one-for-one basis, to be issued pursuant to the Carnival Corporation 1993 Employee Stock Purchase Plan (the "Plan"), we have been requested to render our opinion as to the legality of the Common Stock and Trust Shares being registered thereunder.

In this connection, we have examined (i) originals, photocopies or conformed copies of the Plan, (ii) the Third Amended and Restated Articles of Incorporation and the Third Amended and Restated By-Laws of the Company, and (iii) records of certain of the Company's corporate proceedings. In addition, we have made such other examinations of law and fact as we have considered necessary in order to form a basis of the opinions hereinafter expressed. In connection with such investigation, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the confonnity to originals of all documents submitted to us as photocopies or conformed copies. We have relied as to matters of fact upon declarations and certificates of officers of the Company. 

Edificio Capital Plaza, Piso 15	Telefono +507 306-5000	BVI
Paseo Roberto Motta, Costa de! Este	Fax +507 306-5005	P.O. Box 3161
Apartado Postal 0816-02984	Email: talial@talial.com	Road Town, Tortola
Panama, Rep. de Panama	Web: www.talial.com	British Virgin Islands

TAPIA, LINARES Y ALFARO

Carnival Corporation

Carnival plc

June 26, 2025

Page 2

Terms defined in the Plan and the Registration Statement shall have the same meaning herein.

Based on the foregoing, we are of the opinion that:

1. The Company is duly incorporated and validly existing as a corporation in good standing under the laws of the Republic of Panama.

2. The Common Stock and the Trust Shares have been duly and legally authorized for issuance, and such Common Stock and Trust Shares, when issued and delivered by the Company on the terms and conditions described in the Plan and paid for in accordance with the terms and provisions of the Plan, will be validly issued, fully paid and non-assessable.

3. The Common Stock, when issued and delivered by the Company on the terms and conditions described in the Plan and paid for in accordance with the terms and provisions of the Plan, will be paired with the Trust Shares on a one-for-one basis, pursuant to the Pairing Agreement dated as of April 17, 2003, between the Company, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and SunTrust Bank, as transfer agent.

We are members of the Bar of the Republic of Panama. We express no opinion as to matters of law other than the laws of the Republic of Panama.

We hereby consent to all references to our firm in the Registration Statement and in the prospectus therein, and to the filing by the Company of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the rules and regulations promulgated thereunder.

Yours truly,

TAPIA, LINARES Y ALFARO

/s/ Mario E. Correa

Mario E. Correa

EX-5.2

Exhibit 5.2

 

The Addressees named in the First Schedule

26 June 2025

Dear Sirs

P&O Princess Special Voting Trust

We have acted as Cayman Islands counsel to The Law Debenture Trust Corporation (Cayman) Limited (the "Trustee") in connection with:

1 the voting trust deed (the "Trust Deed") dated 17 April 2003 by and between Carnival Corporation, a Panamanian corporation, ("Carnival Corporation") and the Trustee, pursuant to which the Depositor and the Trustee established the P&O Princess Special Voting Trust, a Cayman Islands law trust (the "Trust") and pursuant to which shares of beneficial interest in the Trust have been issued and the initial trust property of which was the P&O Princess Special Voting Share; and

2 the registration statement on Form S-8, including all amendments or supplements thereto ("Form S-8"), filed with the Securities and Exchange Commission on 26 June 2025, by Carnival Corporation and Carnival plc, a public limited company incorporated under the laws of England and Wales ("Carnival plc"), under the Securities Act of 1933, as amended (the "Registration Statement") relating to, among other things, the registration of 4,000,000 trust shares of beneficial interest in the Trust, which Trust Shares are paired with the shares of Carnival Corporation Common Stock on a one-for-one basis and represent a beneficial interest in a special voting share of Carnival plc.

We are furnishing this opinion as Exhibit 5.2 to the Registration Statement. Other terms used but not defined in this opinion are used as defined in the Trust Deed.

1 Documents Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1 The Trust Deed.

1.2 A letter from the Trustee to Carnival Corporation dated 17 April 2003 (the "Representation Letter").

1.3 The Form S-8.

 

2       Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We have also relied upon the following assumptions, which we have not independently verified:

2.1 The trusts powers and provisions of the Trust have been validly subsisting without interruption since 17 April 2003 and are validly subsisting at the date of this opinion.

2.2 All the present terms of the Trust are contained within the Trust Deed and no other documents or events are relevant to establishing the present terms of the Trust.

2.3 The Trustee has strictly complied at all times with the terms of the Trust and the trust laws of the Cayman Islands and P&O Princess Special Voting Share remains the trust property subject to the terms of the Trust.

2.4 The Trustee has now and has always had the power and authority to perform all its trusts and powers as trustee.

2.5 The Trustee has exercised and will exercise all powers conferred on it by the Trust Deed or by law in good faith and for the purposes for which they were conferred and for no collateral purpose.

2.6 The representations of the Trustee in the Representation Letter are as true and correct today as they were at the date of the Representation Letter and that the Trustee has performed and continues to perform the undertakings of the Trustee in the Representation Letter.

2.7 Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate.

2.8 All signatures, initials and seals are genuine.

2.9 There is nothing under any law (other than Cayman Islands law) that would or might affect the opinions in this letter. Specifically, we have made no independent investigation of the laws of England and Wales, the Republic of Panama or the States of New York or Florida.

3       Opinions

Based on the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we consider relevant, we are of the opinion that:

3.1 The Trust is duly established and constitutes a validly existing trust under the laws of the Cayman Islands.

3.2 The P&O Trust Shares when issued as contemplated by the Registration Statement (the "P&O Trust Shares"), have been authorised for issuance in accordance with the provisions of the Trust Deed and, on the relevant entries being made in the Share Register, the P&O Trust Shares will constitute validly issued, fully paid and non-assessable Trust Shares and, in respect of such P&O Trust Shares, the registered holders will have the rights attributable thereto as set forth in the Trust Deed.

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4 Qualification

The opinions expressed above are subject to the following qualifications:

4.1 Nominal Cayman Islands stamp duty of CI$40 (US$48) may be payable if the original Trust Deed is brought to or executed in the Cayman Islands.

4.2 The obligations of the Trustee may be subject to restrictions pursuant to:

(a) United Nations and United Kingdom sanctions extended to the Cayman Islands by Orders in Council; and

(b) sanctions imposed by Cayman Islands authorities under Cayman Islands legislation.

4.3 All the beneficiaries under the Trust may together terminate the Trust notwithstanding anything to the contrary in the Trust Deed.

We express no view as to whether the terms of the Trust Deed represent the intentions of the parties and make no comment with regard to the representations which may be made by Carnival Corporation or the Trustee.

This opinion is given today and may not be relied on at any later date. This opinion is given for your benefit for the purposes of the Registration Statement to be filed with the Securities and Exchange Commission (the "Commission") under the United States Securities Act of 1933 as amended (the "Securities Act"). It may be relied on by the addressees only. It may not be relied on by any other person except with our prior written consent. We hereby consent to filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under the Securities Act, or the Rules and Regulations of the Commission.

Yours faithfully 

/s/ Maples and Calder (Cayman) LLP

Maples and Calder (Cayman) LLP

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Schedule

Carnival plc 

100 Harbour Parade 

Southampton SO15 1ST, United Kingdom

011 44 23 8065 5000

Carnival Corporation 

3655 NW 87th Avenue 

Miami, FL 33178-2428 

United States of America

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EX-5.3

Exhibit 5.3

 

Ashurst LLP London Fruit & Wool Exchange  1 Duval Square  London E1 6PW   Tel +44 20 7638 1111   www.ashurst.com    Our ref: JZF\538C.1000-199-852 Direct line:   +44 20 7859 3156 Email: james.fletcher@ashurst.com  26 June 2025                Carnival plc Carnival House 100 Harbour Parade Southampton United Kingdom SO15 1ST    Carnival Corporation Carnival Place 3655 N.W. 87th Avenue Miami, Florida 33178-2428 U.S.A.

Registration Statement on Form S-8

1. Introduction

1.1 In connection with the joint registration statement filed on 26 June 2025 under the Securities Act 2933, as amended (the Act) on Form S-8 (the Registration Statement) of Carnival Corporation, a corporation organised under the laws of the Republic of Panama (Carnival Corporation) and Carnival plc, a public limited company incorporated under the laws of England and Wales (the Company), we have been requested to render our opinion on certain matters in connection with the Registration Statement.

1.2 The Registration Statement relates to the registration under the Act of the issuance of an additional 4,000,000 shares of Carnival Corporation common stock, par value US$0.01 per share (the Common Stock) in the Carnival Corporation 1993 Employee Stock Purchase Plan, as amended (the Plan) and 4,000,000 trust shares (the Trust Shares) of beneficial interest in the P&O Princess Special Voting Trust, a trust established under the laws of the Cayman Islands, that are paired with the shares of Common Stock on a one-for-one basis and represent a beneficial interest in a special voting share of £1.00 in the capital of the Company (the Special Voting Share) issued to Carnival Corporation (such share having been transferred to the trustee of the P&O Princess Special Voting Trust).

Ashurst LLP is a limited liability partnership registered in England and Wales under number OC330252 and is part of the Ashurst Group. It is a law firm authorised and regulated by the Solicitors Regulation Authority of England and Wales under number 468653. A list of members of Ashurst LLP and their professional qualifications is open to inspection at its registered office London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW. The term "partner" in relation to Ashurst LLP is used to refer to a member of Ashurst LLP or to an employee or consultant with equivalent standing and qualifications.

Registration Statement on Form S-8 26 June 2025

1.3 We are acting as legal advisers as to English law to the Company for the purposes of giving this opinion. In so acting, we have examined the following documents:

(a) a draft of the Registration Statement;

(b) a copy of the articles of association of the Company in force as at the date of this opinion (the Articles);

(c) a copy of the Company's Certificate of Incorporation dated 19 July 2000 issued by the Registrar of Companies of England and Wales;

(d) a search carried out on 24 June 2025 (carried out by us or by an information service provider (ISP) on our behalf) of the public documents of the Company kept at Companies House in Cardiff (the Company Search);

(e) a search carried out at 2.53 p.m. (London time) on 24 June 2025 (carried out by us or an ISP on our behalf) of the Central Registry of Winding Up Petitions (the Winding Up Enquiry);

(f) a certificate issued to us by the Corporate Counsel of the Company dated 26 June 2025 (the Counsel's Certificate); and

(g) a certificate issued to Freshfields Bruckhaus Deringer LLP by the Corporate Counsel of the Company dated 28 June 2021 (the Historic Certificate).

1.4 The documents listed in paragraphs 1.3(a) to 1.3(g) above are referred to in this opinion as the Documents and we have relied upon the statements as to factual matters contained in or made pursuant to each of the Documents.

1.5 Except as stated in paragraph 1.3 above, we have not, for the purpose of this opinion:

(a) examined any other contracts, agreements, instruments or documents and we have not made any search at the High Court, Strand, London or any other court in the United Kingdom in respect of winding up, administration or similar petitions;

(b) examined any corporate or other records of or affecting the Company;

(c) investigated whether the Company is or will be by reason of any of the transactions and matters contemplated by the Documents in breach of any of its obligations under any other contract, agreement, instrument or document; or

Ashurst 2

Registration Statement on Form S-8 26 June 2025

(d) made any other enquiries concerning the Company or conducted any form of due diligence into the Company.

2. Assumptions

In considering the Documents and rendering this opinion we have with your consent and without any further enquiry assumed:

2.1 Authenticity: the genuineness of all signatures (which, in this paragraph 2, includes electronic signatures and references to "sign" shall be construed similarly), stamps and seals on, and the authenticity, accuracy and completeness of, all documents submitted to us whether as originals or copies (including electronic copies);

2.2 Copies: the conformity to originals and completeness of all documents supplied to us as photocopies, portable document format (PDF) copies, digital photographs, facsimile copies or e-mail conformed copies (including electronic copies or electronic conformed copies);

2.3 Drafts: that, where a document has been examined by us in draft or specimen form, it will be or has been duly executed and delivered in the form of that draft or specimen;

2.4 Counsel's Certificates: that each of the statements contained in the Counsel's Certificate and the Historic Certificate (and in the schedules to each of the Counsel's Certificate and the Historic Certificate) was true and correct as at the date thereof and remains true and correct;

2.5 Company Search and Winding Up Enquiry: that the information revealed by the Company Search and the Winding Up Enquiry was accurate, complete and up-to-date and included all relevant information which had been properly submitted to the Registrar of Companies or the Central Registry of Winding Up Petitions (as applicable), and no additional matters would have been disclosed by searches or enquiries being carried out since the carrying out of the Company Search and the Winding Up Enquiry;

2.6 Board Meeting in relation to the Special Voting Share: that the meeting of the board of directors of the Company to authorise the allotment and issue of the Special Voting Share was properly constituted and convened, that a quorum of properly appointed directors of the Company (holding the necessary offices and meeting the other requirements for the purposes of forming a quorum) was present throughout, that the resolutions referred to therein were properly passed at such meeting, that all provisions contained in the Companies Act 1985, the Articles, the memorandum and articles of association of the Company in force as at the date of such meeting and the articles of incorporation and by-laws of Carnival Corporation were duly observed, and that such resolutions have not been amended, revoked or rescinded and are in full force and effect;

Ashurst 3

Registration Statement on Form S-8 26 June 2025

2.7 Directors' Duties: that the directors of the Company, in authorising the allotment and issue of the Special Voting Share and filing of the Registration Statement, have exercised their powers in accordance with their duties under all applicable laws and the Articles and the memorandum and articles of association of the Company in force at the relevant time;

2.8 Bad faith, fraud etc.: that there has been, and will be, no bad faith, fraud, coercion, duress or undue influence on the part of any of the parties to the Documents and their respective directors, employees, agents and advisers;

2.9 Unknown Facts: that there are no facts or circumstances (and no documents, agreements, instruments or correspondence) which are not apparent from the face of the Documents or which have not been disclosed to us that may affect the validity or enforceability of the Documents or any obligation therein or otherwise affect the opinions expressed in this opinion;

2.10 Representations: that the representations and warranties by the parties in the Documents in any case (other than as to matters of law on which we opine in this opinion) are or were, as applicable, true, correct, accurate and complete in all respects on the date such representations and warranties were expressed to be made and that the terms of the Documents have been and will be observed and performed by the parties thereto;

2.11 Anti-terrorism, money laundering: that the parties to the Documents have complied (and will continue to comply) with all applicable anti-terrorism, anti-corruption, anti-money laundering, anti-tax evasion, other financial crime, civil or criminal antitrust, cartel, competition, public procurement, state aid, sanctions and human rights laws and regulations, and that performance and enforcement of the Documents is, and will continue to be, consistent with all such laws and regulations;

2.12 Secondary Legislation: that all UK secondary legislation relevant to this opinion is valid, effective and enacted within the scope of the powers of the relevant rule-making authorities;

2.13 Authorisations of the Special Voting Share:

(a) that the Company had sufficient authorised capital at the time of the allotment and issue of the Special Voting Share to effect such allotment and issue; and

Ashurst 4

Registration Statement on Form S-8 26 June 2025

(b) that the Company had sufficient authority to allot the Special Voting Share pursuant to section 80 of the Companies Act 1985 or any preceding legislation at the time of such allotment;

2.14 Pre-emption rights: that the Company complied with all applicable pre-emption rights, whether pursuant to law, regulation or the articles of association of the Company, at the time of the allotment and issue of the Special Voting Share; and

2.15 Filings under all laws: that all consents, licences, approvals, notices, filings, recordations, publications and registrations which are necessary under any applicable laws (other than the laws or regulations of England) in order to permit the execution, delivery or performance of the Documents, including the filing of the Registration Statement and the allotment and issue of the Special Voting Share, or to perfect, protect or preserve any of the interests created by the Documents, have been made or obtained, or will be made or obtained within the period permitted or required by such laws or regulations.

3. Opinion

3.1 Based on the foregoing and subject to the matters set out in paragraphs 4 and 5 below and to any matters not disclosed to us, we are of the opinion that the Special Voting Share has been duly authorised and validly issued and is fully paid and non-assessable.

3.2 For the purposes of this opinion, we have assumed that the term "non-assessable" in relation to the Special Voting Share means under English law that the holder of such share, in respect of which all amounts due on such share as to the nominal amount and any premium thereon have been fully paid, will be under no further obligation to contribute to the liabilities of the Company solely in its capacity as holder of such share.

4. Qualifications

Our opinion is subject to the following qualifications:

4.1 Company Search: the Company Search is not capable of revealing conclusively whether or not:

(a) a winding up order has been made or a resolution passed for the winding-up of a company; or

(b) an administration order has been made; or

(c) a receiver, administrative receiver, administrator or liquidator has been appointed; or

Ashurst 5

Registration Statement on Form S-8 26 June 2025

(d) a court order has been made under the Cross-Border Insolvency Regulations 2006,

since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the public microfiche of the relevant company immediately.

In addition, the Company Search is not capable of revealing, prior to the making of the relevant order or the appointment of an administrator otherwise taking effect, whether or not a winding-up petition or an application for an administration order has been presented or notice of intention to appoint an administrator under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 (the Insolvency Act) has been filed with the court;

4.2 Winding Up Enquiry: the Winding Up Enquiry relates only to the presentation of: (i) a petition for the making of a winding-up order or the making of a winding-up order by the Court, (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such court of an administration order, (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London; and (iv) a notice of a moratorium under Part AI of the Insolvency Act. It is not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention, notice of appointment or notice of a moratorium has been presented or winding-up or administration order granted, because:

(a) details of a winding-up petition or application for an administration order may not have been entered on the records of the Central Registry of Winding Up Petitions immediately;

(b) in the case of an application for the making of an administration order and such order and the presentation of a notice of intention to appoint or notice of appointment and a notice of moratorium, if such application is made to, order made by or notice filed with, a Court other than the High Court of Justice in London, no record of such application, order or notice will be kept by the Central Registry of Winding Up Petitions;

(c) a winding up order or administration order may be made before the relevant petition or application has been entered on the records of the Central Registry of Winding Up Petitions, and the making of such order may not have been entered on the records immediately;

(d) details of a notice of intention to appoint an administrator or a notice of appointment of an administrator under paragraphs 14 and 22 of Schedule B1 of the Insolvency Act and details of a notice of moratorium under Part AI of the Insolvency Act may not be entered on the records immediately (or, in the case of a notice of intention to appoint, at all); and

Ashurst 6

Registration Statement on Form S-8 26 June 2025

(e) with regard to winding-up petitions, the Central Registry of Winding Up Petitions may not have records of winding up petitions issued prior to 1994;

4.3 Jurisdiction: no opinion is given as to whether or not any court will take jurisdiction, or whether the English courts would grant a stay of any proceedings commenced in England, or whether the English courts would grant any relief ancillary to proceedings commenced in a foreign court;

4.4 Foreign Courts: we express no opinion as to whether or not a foreign court, including the chosen court (applying its own conflict of laws rules), will act in accordance with the parties' agreement as to jurisdiction and/or choice of law; and

4.5 Insolvency: this opinion is subject to all applicable laws relating to insolvency, bankruptcy, administration, moratorium, reorganisation, liquidation or analogous circumstances and other similar laws of general application relating to or affecting generally the enforcement of creditors' rights and remedies from time to time.

5. Observations

We should also like to make the following observations, it should be understood that:

5.1 Factual Statements: we have not been responsible for verifying whether any statements of fact (including as to foreign law) or any statement of opinion or intention contained in or relevant to the Documents or any related documents are accurate, complete or reasonable or that no material facts have been omitted therefrom;

5.2 Tax: we express no opinion as to any liability to tax or to make any tax filing which may arise as a result of or in connection with any Document;

5.3 Company Search: we have not conducted any further searches since the date of the Company Search and the Winding Up Enquiry;

5.4 Enforceability: we express no opinion on whether the obligations of the Company under the Documents are enforceable against it in the English courts;

5.5 Nature of Role: we have not been involved in the preparation or negotiation of the Documents, and have reviewed them only for the limited purpose of giving this opinion. Accordingly, we express no view as to the suitability of the Documents or of their provisions or their general compliance with market practice or any commercial aspects of the Documents; and

Ashurst 7

Registration Statement on Form S-8 26 June 2025

5.6 Operational Licences: we have not investigated whether the Company has obtained any of the operational licences, permits and consents which it may require for the purpose of carrying on its business.

6. Limitations of Liability

6.1 Where you have received advice from a number of advisers in connection with the matters on which we opine in this opinion or any related matter in respect of which we could be potentially jointly or severally liable with any such other advisers for losses suffered by you, our liability will not be affected by any limitation of liability which you may agree with any other advisers. Accordingly, our liability to you will be limited to such proportion of the losses suffered by you as is finally determined to be just and equitable, having regard to the relative responsibility of ourselves and any other person who is jointly or severally liable for such losses. If you have received advice from any other advisers with respect to matters on which we opine in this opinion which qualifies such opinions then, to the extent that such advice is correct, you will not place any reliance on the unqualified opinions contained in this opinion, and we will have no liability to you in connection therewith.

6.2 Your reliance on the matters addressed in this opinion letter is on the basis that any associated recourse is against the firm's assets only and not against the personal assets of any individual partner. The firm's assets for this purpose consist of all assets of the firm's business, including any right of indemnity of the firm or its partners under the firm's professional indemnity insurance policies, but excluding any right to seek contribution or indemnity from or against any partner of the firm or person working for the firm or similar right. The restrictions in the previous sentences apply to any claim, whether in contract, tort (including negligence) for breach of statutory duty, or otherwise, but they do not apply in the case of our wilful misconduct or fraud or where and to the extent prohibited by applicable law and regulation (including without limitation, the rules of professional responsibility governing the practice of law).

6.3 This opinion is limited to English law in force as at the date of this opinion and as currently applied by the English courts and this opinion and any non-contractual obligations arising out of or in relation to this opinion are governed by, and are to be construed in accordance with, English law. Accordingly, we express no opinion with regard to any system of law other than the laws of England as currently applied by the English courts. We undertake no responsibility to notify you of any change in English law after the date of this opinion.

6.4 We hereby consent to the use of our name in the Registration Statement and to the filing of this opinion as Exhibit 5.3 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required by the Act or by the rules and regulations promulgated thereunder.

Ashurst 8

Registration Statement on Form S-8 26 June 2025

7. Benefit of Opinion

This opinion is given by Ashurst LLP and by no other person for the sole benefit of the persons to whom it is addressed (each a Recipient) in relation to the Registration Statement to be filed under the Act. It is not to be transmitted to any person nor is it to be relied upon by any other person or for any other purpose, nor is its contents to be quoted or referred to in any public document without our prior written consent, except that we consent to the filing of this opinion as an exhibit to the Registration Statement on the basis stated in paragraph 6.4. We accept no liability in respect of this opinion to any person other than a Recipient.

8. Governing Law and Jurisdiction

8.1 This opinion and any non-contractual obligations arising out of or in relation to this opinion are governed by English law.

8.2 The English courts shall have exclusive jurisdiction, to which you and we submit, in relation to all disputes (including claims for set-off and counterclaims) arising out of or in connection with this opinion, including, without limitation, disputes arising out of or in connection with: (i) the creation, effect or interpretation of, or the legal relationships established by, this opinion; and (ii) any non-contractual obligations arising out of or in connection with this opinion.

Yours faithfully

/s/ Ashurst LLP

Ashurst LLP

Ashurst 9

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this joint Registration Statement on Form S-8 of our report dated January 27, 2025 relating to the financial statements of Carnival Corporation and Carnival plc and the effectiveness of Carnival Corporation and Carnival plc’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Carnival Corporation and Carnival plc for the year ended November 30, 2024.

/s/ Deloitte & Touche LLP

Miami, Florida 

June 26, 2025

EX-23.5

Exhibit 23.5

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this joint Registration Statement on Form S-8 of Carnival Corporation and Carnival plc of our report dated January 26, 2024, relating to the financial statements, which appears in the Carnival Corporation and Carnival plc's Annual Report on Form 10-K for the year ended November 30, 2024.

/s/ PricewaterhouseCoopers LLP

Miami, Florida 

June 26, 2025

EX-99.1

Exhibit 99.1

CARNIVAL CORPORATION
1993 EMPLOYEE STOCK PURCHASE PLAN

Amended and Restated as of April 16, 2025 

TABLE OF CONTENTS

Page

1.	Purpose				4
2.	Administration				4
	(a)	Compliance with Rule 16b-3			4
	(b)	The Committee			4
	(c)	Interpretation of the Plan			4
3.	Common Stock Subject to Plan				5
4.	Offerings of Common Stock				5
	(a)	Offerings			5
	(b)	Business Day			5
5.	Eligibility to Participate in the Plan				5
	(a)	Eligible Employees			5
	(b)	Subsidiary			5
	(c)	Continuous Service			5
6.	Enrollment:  Election to Participate by Deposits and Payroll Deductions				6
	(a)	Enrollment			6
		(i)	Enrollment Form		6
		(ii)	Participating Employee		6
		(iii)	Paymaster		6
	(b)	Participating Depositing Employees			6
		(i)	Deposit Election		6
		(ii)	Participating Depositing Employee		7
		(iii)	Change in Status During an Offering to an Ineligible Employee		7
		(iv)	Mandatory Continuing Reelection to Participate		7
		(v)	Failure to Make Deposits in a Timely Manner and in the Agreed Amounts		7
			(A)	Insufficient Deposit	7
			(B)	Return of Excessive Deposit	8
		(vi)	Deposit		8
	(c)	Participating Withholding Employees			8
		(i)	Withholding Election		8
		(ii)	Offerings to Which Payroll Deductions Are to be Applied		8
		(iii)	Participating Withholding Employee		9
		(iv)	Restricted Employees		9
		(v)	Paycheck		9
		(vi)	Change in Status During an Offering		9
			(A)	Change in Status to a Restricted Employee	9
			(B)	Change in Status to an Ineligible Employee	9
		(vii)	Deemed Election Regarding Continuing Participation as a Participating Withholding Employee		10

i

TABLE OF CONTENTS

(continued)

		(viii)	Changing Payroll Deductions Prior to Any Offering	10
		(ix)	Discontinuing Payroll Deductions During Any Offering	11
	(d)	General		11
		(i)	Election Forms	11
		(ii)	Inactive Participating Employee	11
		(iii)	Death, Retirement and Termination of Employment	11
		(iv)	Reenrollment or Ending Inactive Participation	11
7.	Stock Purchase Accounts			12
	(a)	Minimum/Maximum Allowable Deposits and Payroll Deductions		12
	(b)	Deposits		12
	(c)	Inactive Status:  Failure to Invest		12
	(d)	Annual Limit of U.S. $17,647.06		12
	(e)	Five Percent Limitations:  Ineligible Employees		13
	(f)	Maximum Number of Shares		13
	(g)	Merger, Consolidation, Dissolution or Liquidation		13
8.	Investment of Moneys in Stock Purchase Accounts to Purchase Common Stock:  Investment Accounts			13
	(a)	Right to Purchase on an Investment Date		13
	(b)	Investment Accounts		14
	(c)	Definitions		14
		(i)	Investment Date	14
		(ii)	Purchase Price	14
		(iii)	Fair Market Value	14
	(d)	Deemed Grant of Options		14
9.	Limitation of Number of Shares That an Employee May Purchase			14
	(a)	Annual Limit of U.S. $17,647.06		14
	(b)	Limitation of Five Percent Voting Power		15
		(i)	Five Percent Holder	15
		(ii)	Safe Harbor Purchase Limitations	15
		(iii)	Determination of Stock Ownership	15
	(c)	Effect on Eligibility		16
	(d)	Insufficient Number of Shares		16
10.	Rights Not Transferable			16
11.	Adjustment upon Changes in Capitalization:  Effects of Certain Transactions			16
	(a)	Changes in Capitalization		16
	(b)	Effect of Merger.  Consolidation, Dissolution or Liquidation		16
12.	Share Ownership			17
13.	Right to Terminate Employment			17

ii

TABLE OF CONTENTS

(continued)

14.	Nonalienation of Benefits		17
15.	Purchase for Investment		17
16.	Termination and Amendment of Plan		17
	(a)	Insufficient Number of Shares	17
	(b)	Termination by the Board of Directors	18
	(c)	Effect of Termination of Plan on Participating Employees	18
17.	Government and Other Regulations		18
18.	Withholding		18
19.	Severability		18
20.	Non-Exclusivity of the Plan		18
21.	Governing Law		18

iii

1993 EMPLOYEE STOCK PURCHASE PLAN

Carnival Corporation a Panamanian corporation (the “Company”), hereby formulates and adopts the following 1993 Employee Stock Purchase Plan (the “Plan”) for Eligible Employees (as defined in Paragraph 5(a) of the Plan) of the Company and each Subsidiary (as defined in Paragraph 5(b) of the Plan) of the Company that has adopted the Plan with the consent of the Board of Directors of the Company (the “Board of Directors”). The Company and each Subsidiary so adopting the Plan are referred to for purposes of the Plan collectively as the “Employers” and separately as an “Employer”. The Plan was effective on January 15, 1993, the date of its adoption by the Board of Directors (the “Effective Date”), subject, however, to approval of the Plan by the Company’s shareholders within 12 months after the date of such adoption. The Plan was restated effective July 1, 1999, and was further amended effective December 1, 2003, January 21, 2025 and April 16, 2025.

1.            Purpose. The purpose of the Plan is to secure for the Company and the other Employers the benefits of the additional incentive inherent in the ownership by Eligible Employees of Common Stock, par value $.01 per share, of the Company (“Common Stock”) and to help the Company and the other Employers secure and retain the services of the Eligible Employees. The Plan is intended to comply with the provisions of sections 421, 423 and 424 of the Internal Revenue Code of 1986, as amended (the “Code”) and the rules and regulations promulgated thereunder (the “Regulations”), and the Plan shall be administered, interpreted and construed in accordance with such provisions.

2.            Administration.

(a)            Compliance with Rule 16b-3. The Plan shall be administered in a manner consistent with the requirements for exemptive relief under Rule 16b-3 or any successor provision under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) unless the Board of Directors shall determine that it is not in the best interests of the Corporation and the other Employers that the Plan be so administered.

(b)            The Committee. The Plan shall be administered by the Compensation Committee of the Board of Directors (the “Committee”). The Committee may delegate any of its administrative functions to employees of the Company.

(c)            Interpretation of the Plan. Subject to the express provisions of the Plan, the Committee shall have plenary authority to interpret the Plan, to prescribe, amend and rescind the rules and regulations relating to it and to make all other determinations deemed necessary and advisable for the administration of the Plan. The determinations of the Committee shall be conclusive.

4

3.            Common Stock Subject to Plan. Subject to the adjustment provisions of Paragraph 11 below, a maximum of Eight Million (8,000,000) shares of Common Stock may be made available for purchase under the Plan. Shares subject to the Plan may be shares of authorized and unissued Common Stock, shares of issued Common Stock held in the Company’s treasury, or both. There shall be reserved at all times for sale under the Plan a number of shares, of either authorized and unissued shares of Common Stock, shares of Common Stock held in the Company’s treasury, or both, equal to the maximum number of shares of Common Stock that may be purchased under the Plan.

4.            Offerings of Common Stock.

(a)            Offerings. The right to purchase shares of Common Stock pursuant to the Plan shall be made available to Eligible Employees in a series of semi-annual offerings beginning on the first Business Day (as defined in subparagraph 4(b) below) of each January and July during which the Plan is in effect (individually an “Offering” and collectively the “Offerings”). If and to the extent that any right to purchase reserved shares of Common Stock shall not be exercised by any Participating Employee (as defined in Paragraph 6(a)(ii) of the Plan) for any reason or if any such right to purchase shall terminate as provided herein, shares of Common Stock that have not been so purchased under the Plan shall again become available for the purposes of the Plan unless the Plan has been terminated.

(b)            Business Day. For purposes of the Plan, “Business Day” shall mean any day on which both the Company and the New York Stock Exchange (the “NYSE”) are open for business.

5.            Eligibility to Participate in the Plan.

(a)            Eligible Employees. All members of the Board of Directors of an Employer, all corporate officers of an Employer, and any other person employed by an Employer shall be eligible to participate in the Plan, provided that each of such persons at the time of any determination of eligibility (i) is classified by his or her Employer as (A) a regular full-time employee of such Employer, or (B) a part-time employee of such Employer whose customary employment is for fifteen (15) hours or more per week and for five (5) months or more per year, (ii) has been employed by any Employer or any other Subsidiary for at least six months’ Continuous Service (as defined in subparagraph 5(c) below), and (iii) is not a Five Percent Holder (as defined in Paragraph 9(b)(i) of the Plan), each of whom are referred to for purposes of the Plan as “Eligible Employee” and collectively as “Eligible Employees”.

(b)            Subsidiary. For purposes of the Plan, a “Subsidiary” of the Company shall mean any “subsidiary corporation”, as such term is defined in section 424(f) of the Code. An entity shall be deemed a Subsidiary of the Company only for such periods as the requisite ownership relationship is maintained.

(c)            Continuous Service. For purposes of the Plan, “Continuous Service” means with respect to any Eligible Employee the period of time during which the Eligible Employee has been employed (i) by any Employer or any other Subsidiary or (ii) with the approval of the Committee, (A) by a predecessor business acquired by any Employer or any other Subsidiary or (B) by a predecessor company merged or consolidated with or into any Employer or any other Subsidiary, and during which period there has been no interruption of the Eligible Employee’s employment by such Employer, such Subsidiary or such predecessor employer; provided, however, that, for this purpose, Continuous Service shall include periods prior to the Effective Date; and provided further, however, that any change of employment by the Eligible Employee shall not be considered to be an interruption of Continuous Service so long as the Eligible Employee has continued to be employed by an Employer or any other Subsidiary.

5

6.            Enrollment: Election to Participate by Deposits and Payroll Deductions.

(a)            Enrollment.

(i)             Enrollment Form. Any Eligible Employee may elect at any time to enroll in the Plan by correctly enrolling with his or her Paymaster (as defined in subparagraph 6(a)(iii) below) in such form as proscribed by the Committee (an “Enrollment Form”).

(ii)            Participating Employee. Any Eligible Employee who has elected to participate shall be referred to for purposes of the Plan as a “Participating Employee”.

(iii)           Paymaster. For purposes of the Plan, “Paymaster” means with respect to each Eligible Employee, the person(s) or department(s) charged by the Committee with the responsibility for administering the Plan for the Employer of the Eligible Employee.

(b)           Participating Depositing Employees.

(i)             Deposit Election. Subject to any restrictions imposed by the Committee, at any time during the period from the ninetieth (90th) day to and including the tenth (10th) Business Day prior to the first day of any Offering, any Participating Employee may elect to actively participate in the Plan by enrolling by making a deposit election (“Deposit Election”) indicating that he or she (1) is a Participating Employee, (2) elects to actively participate in the Plan by making Deposits (as defined in subparagraph 6(b)(v) below), which is specifically identified as to the amount thereof, to his or her Stock Purchase Account (as defined in Paragraph 7 of the Plan) during that Offering, which Deposit he or she commits to deliver to his or her Paymaster on or before the twentieth (20th) Business Day prior to the Investment Date (as defined in subparagraph 8(c)(i) of the Plan) for that Offering and (3) authorizes his or her Employer to deposit in his or her Stock Purchase Account the Deposit referred to in the Deposit Election.

The effective date of a Deposit Election shall be the first day of the Offering next following the date on which the election is made. Any effective Deposit Election shall remain effective only for the Offering with respect to which it is filed and until such time as the Participating Employee filing such Deposit Election (A) shall have ceased to be an Eligible Employee in accordance with subsection 6(b)(iii) below, or (B) shall be deemed to have elected to cease to actively participate in the Plan as a Participating Depositing Employee including, without limitation, in accordance with subsections 6(b)(v)(A) or 6(c)(ix) below.

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(ii)            Participating Depositing Employee. Any Participating Employee who has on file an effective Deposit Election shall be referred to for purposes of the Plan as a “Participating Depositing Employee”.

(iii)           Change in Status During an Offering to an Ineligible Employee. If at any time during an Offering a Participating Depositing Employee ceases to be an Eligible Employee for any reason, including, without limitation, upon his or her death or retirement or termination of his or her employment, then the Participating Depositing Employee will be deemed to have made an election to cease to actively participate in the Plan as a Participating Depositing Employee and to have authorized his or her Employer to return to him or her the balance standing to his or her credit in his or her stock Purchase Account in accordance with Paragraph 7(e). Such deemed election shall be effective as of the date of the occurrence causing the Participating Depositing Employee to cease to be an Eligible Employee.

(iv)           Mandatory Continuing Reelection to Participate. A Participating Depositing Employee must elect, with respect each successive Offering, to continue to actively participate in the Plan as a Participating Depositing Employee during such Offering, which election must be made by complying with subparagraph 6(b) (i) above. Any Participating Depositing Employee not making an effective election with respect to any Offering to continue to actively participate in the Plan as a Participating Depositing Employee during such Offering shall be deemed to have voluntarily elected to cease to actively participate in the Plan as a Participating Depositing Employee for such Offering and shall cease to be a Participating Depositing Employee for such Offering and for each successive Offering. The effective date of any such deemed election shall be the first day of the Offering to which such deemed election relates.

(v)            Failure to Make Deposits in a Timely Manner and in the Agreed Amounts.

(A)            Insufficient Deposit. If a Participating Depositing Employee who has on file an effective Deposit Election fails to timely make the Deposit in the dollar amount to which he or she committed in the Deposit Election for any reason, such insufficient Deposit shall be deposited in the Stock Purchase Account of the Participating Depositing Employee. Any balance standing to the credit of a Participating Depositing Employee in his or her Stock Purchase Account after making such an insufficient Deposit shall remain in the Stock Purchase Account of the Participating Depositing Employee and be applied on the Investment Date for that Offering in accordance with Paragraph 8 of the Plan. Such Participating Depositing Employee may elect to actively participate in the Plan with respect to any subsequent Offering by completing an effective Election Form in accordance with subparagraph 6(b)(i) or 6(c)(i), as appropriate.

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(B)            Return of Excessive Deposit. If a Participating Depositing Employee makes a timely Deposit in an amount greater than the dollar amount specified in his or her effective Deposit Election, any amount in excess of the amount specified in the Deposit Election shall be returned by his or her Employer to the Participating Depositing Employee.

(vi)           Deposit. For purposes of the Plan, a “Deposit” means cash in U.S. dollars or a money order that is payable in U.S. dollars, that is identified in an effective Deposit Election and delivered to the Paymaster of the Participating Depositing Employee.

(c)            Participating Withholding Employees.

(i)             Withholding Election. Subject to any restrictions imposed by the Committee, at any time during the period from the ninetieth (90th) day to and including the tenth (10th) Business Day prior to the first day of any Offering, any Participating Employee may elect to actively participate in the Plan by enrolling by making a withholding election (“Withholding Election”) indicating that he or she (A) is a Participating Employee and is not a Restricted Employee (as defined in subparagraph 6(c)(iv) below), (B) elects to actively participate in the Plan through Payroll Deductions (as defined below), and (C) authorizes his or her Employer to make the amount of payroll deductions specified therein (“Payroll Deductions”) from each subsequent Paycheck as provided in 8/13 subparagraph 6(c)(ii) below. Restricted Employees may not file a Withholding Election.

The effective date of a Withholding Election authorizing Payroll Deductions shall be the first day of the Offering next following the date on which the election is made. Any effective Withholding Election shall remain effective until such time as the Participating Employee filing such Withholding Election (1) shall have completed an effective Withholding Election replacing the previously effective Withholding Election in accordance with subsection 6(c)(viii) or 6(c)(ix) below, or (2) shall be deemed to have elected to cease to actively participate in the Plan through Payroll Deductions, including, without limitation, in accordance with subsections 6(b)(v)(A) above or 6(c)(ix) below.

(ii)            Offerings to Which Payroll Deductions Are to be Applied. Payroll Deductions for a Participating Employee shall begin on the issue date of his or her Paycheck for the first complete pay period coincident with or next following the effective date of a Withholding Election and shall continue thereafter until the issue date of the Paycheck for the first complete pay period next following the date on which such Withholding Election ceases to be effective. Any Payroll Deductions that are made during a Paycheck that includes an Investment Date for any Offering shall be deposited in the Participating Employee’s Stock Purchase Account after such Investment Date and applied on the Investment Date for the next Offering in accordance with subparagraph 8(a) of the Plan.

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(iii)           Participating Withholding Employee. Any Participating Employee who has on file an effective Withholding Election shall be referred to for purposes of the Plan as a “Participating Withholding Employee”.

(iv)           Restricted Employees. For purposes of the Plan a “Restricted Employee” shall mean any Employee working outside of the United States, including those working shipboard. A Restricted Employee may not actively participate in the Plan as a Participating Withholding Employee.

(v)            Paycheck. For purposes of the Plan, a “Paycheck” means any check for compensation received by an Eligible Employee from his or her Employer at the end of a regular pay period of the Eligible Employee.

(vi)           Change in Status During an Offering.

(A)            Change in Status to a Restricted Employee. If an Eligible Employee who is a Participating Withholding Employee shall become a Restricted Employee at any time during an Offering, such Eligible Employee immediately shall be treated as a Restricted Employee for purposes of the Plan and immediately upon the occurrence of the event causing him or her to be a Restricted Employee shall be deemed to have made an election to cease to actively participate in the Plan as a Participating Withholding Employee and to have authorized his or her Employer to discontinue his or her Payroll Deductions. The effective date of any such deemed election shall be the date of the event causing the Eligible Employee to be classified as a Restricted Employee, which deemed election shall remain effective until such time as the Restricted Employee shall have on file with his or her Paymaster an effective Withholding Election. Any balance standing to the credit of a Participating Withholding Employee in his or her Stock Purchase Account after such a change in status to a Restricted Employee shall remain in his or her Stock Purchase Account and be applied on the next Investment Date in accordance with Paragraph 8 of the Plan.

(B)            Change in Status to an Ineligible Employee. If at any time during an Offering a Participating Withholding Employee ceases to be an Eligible Employee for any reason, including, without limitation, upon his or her death or retirement or termination of his or her employment, then the Participating Withholding Employee will be deemed to have made an election to cease to actively participate in the Plan as a Participating Withholding Employee and to have authorized his or her Employer to discontinue his or her Payroll Deductions, in each case as of the date of the occurrence causing the Participating Withholding Employee to cease to be an Eligible Employee. Any balance standing to the credit of a Participating Withholding Employee in his or her Stock Purchase Account after ceasing to be an Eligible Employee shall be returned to him or her in accordance with Paragraph 7(e) of the Plan.

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(C)            Special Eligibility Provision. Notwithstanding B above, to the extent a Participating Withholding Employee terminates employment with an Employer (prior to the Investment Date of December 26, 2003) in the month of December 2003, such Eligible Employee shall continue to be treated as an Eligible Employee for purposes of the Plan. If such individual has transferred employment to Carnival plc (and its subsidiaries) (a “Transferred Employee”), such Employee’s regular payroll withholding shall continue unless he or she elects to cease participation in the Plan for such Offering. If such individual has terminated employment with an Employer (and is not transferred to Carnival plc), that Employee shall remit to the Company an amount equal to his or her regular withholding amount unless he or she elects to cease participation in the Plan for such Offering. If employees described in this paragraph choose not to contribute their previously-elected Payroll Deduction, then such employees shall constitute Ineligible Employee and will be subject to section (B) above.

(vii)         Deemed Election Regarding Continuing Participation as a Participating Withholding Employee. A Participating Withholding Employee will be deemed to have elected to continue to actively participate through Payroll Deductions in each Offering subsequent to becoming a Participating Withholding Employee, provided, that on the first day of such Offering he or she is an Eligible Employee and is not a Restricted Employee and has not filed with his or her Paymaster, in accordance with subparagraph 6(c)(ix) below, an effective Withholding Election authorizing his or her Employer to discontinue his or her Payroll Deductions. A Participating Withholding Employee will also be deemed to have elected to have his or her Employer make the same Payroll Deduction for each subsequent Offering, provided, that on the first day of such Offering he or she is an Eligible Employee and is not a Restricted Employee and has not filed with his or her Paymaster, in accordance with subparagraph 6(c)(viii) below, an effective Election Form authorizing his or her Employer to increase or decrease his or her Payroll Deductions. A Participating Withholding Employee who as of the first day of any offering after he or she becomes a Participating Withholding Employee (A) is a Restricted Employee or (B) is not an Eligible Employee, in any such case shall be deemed to have elected to cease to actively participate in the Plan as a Participating Withholding Employee for such Offering. The effective date of any such deemed election shall be the first day of the Offering to which such deemed election relates.

(viii)         Changing Payroll Deductions Prior to Any Offering. A Participating Withholding Employee may increase or decrease his or her Payroll Deductions for any entire Offering at any time during the period from the ninetieth (90th) day to and including the tenth (10th) Business Day prior to the first day of any Offering by correctly completing, executing and filing with his or her Paymaster a Withholding Election authorizing his or her Employer to increase or decrease his or her previously authorized Payroll Deductions to the amount of Payroll Deductions specified therein. Any such increase or decrease shall become effective on the issue date of the Paycheck for the first complete pay period next following the first day of the Offering next following the date on which his or her Paymaster receives from the Participating Withholding Employee a properly completed, executed and timely filed Withholding Election indicating such an election.

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(ix)            Discontinuing Payroll Deductions During Any Offering. A Participating Withholding Employee may at any time elect to cease to actively participate in the Plan as a Participating Withholding Employee during any Offering by correctly completing, executing and filing with his or her Paymaster a Withholding Election authorizing his or her Employer to discontinue his or her Payroll Deductions and identifying the first full Paycheck with respect to which the discontinuation is to be effective. Any such Withholding Election authorizing the discontinuation of Payroll Deductions and the election set forth therein shall become effective on the issue date of the Paycheck that is identified in the properly completed, executed and timely filed Withholding Election indicating such an election. If a Participating Withholding Employee so elects to cease to actively participate in the Plan through Payroll Deductions during any Offering prior to the last Paycheck from which Payroll Deductions are applied during such Offering in accordance with subparagraph 6(c)(ii), any balance standing to the credit of a Participating Withholding Employee in his or her Stock Purchase Account after making such an election to discontinue Payroll Deductions shall remain in the Stock Purchase Account of the Participating Withholding Employee and be applied on the Investment Date for that Offering in accordance with Paragraph 8 of the Plan. If a Participating Withholding Employee so elects to cease to actively participate in the Plan through Payroll Deductions during any Offering after the last Paycheck from which Payroll Deductions are applied during such Offering and with respect to the first Paycheck from which Payroll Deductions are applied during the next Offering, all in accordance with subparagraph 6(c)(ii) above, then the Participating Withholding Employee shall be deemed to have made an election in accordance with subparagraph 6(c)(viii) above to decrease his or her Payroll Deductions to zero for the next Offering.

(d)            General.

(i)             Election Forms. Deposit Elections and Withholding Elections shall be referred to collectively for purposes of the Plan as “Election Forms”.

(ii)            Inactive Participating Employee. Any Participating Employee who does not have on file with his or her Paymaster an effective Election Form shall be referred to for purposes of the Plan as an “Inactive Participating Employee”. Any Inactive Participating Employee may elect to actively participate in the Plan by completing an effective Election Form in accordance with subparagraph 6(b)(i) or 6(c)(i), as appropriate.

(iii)           Death, Retirement and Termination of Employment. In the event of a Participating Employee’s death, retirement or termination of employment, such Participating Employee shall immediately be deemed to have ceased to be an Eligible Employee and, accordingly, he or she shall cease to actively participate in the Plan through Payroll Deductions and Deposits and he or she shall be deemed to have authorized his or her Employer to discontinue his or her Payroll Deductions and to cancel his or her enrollment in the Plan.

(iv)           Reenrollment or Ending Inactive Participation. Any Eligible Employee whose enrollment in the Plan has been canceled or who has ceased to actively participate in the Plan for any reason may elect to enroll in the Plan or continue to actively participate in the Plan, as appropriate, with respect to any subsequent Offering as provided in subparagraph 6(a)(i), 6(b)(i) or 6(c)(i) above, as appropriate.

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7.            Stock Purchase Accounts. For purposes of the Plan, “Stock Purchase Account” means for each Participating Employee a non-interest bearing account consisting of all Payroll Deductions and Deposits made for the account of the Participating Employee under the Plan, reduced by all amounts applied to the purchase of Common Stock for such Participating Employee pursuant to Paragraph 8 of the Plan and all amounts returned to the Participating Employee (or his or her court appointed legal representative) pursuant to this Paragraph 7 or Paragraph 6(b)(v)(B) of the Plan.

(a)            Minimum/Maximum Allowable Deposits and Payroll Deductions. The minimum allowable amount that can be deposited to the Stock Purchase Account of a Participating Employee during any single Offering, whether by a Deposit and/or Payroll Deductions, is U.S. $50.00 or any amount determined by the Committee. The maximum allowable amount that can be deposited to the Stock Purchase Account of a Participating Employee during any single Offering, whether by a Deposit and/or Payroll Deductions, is equal to the lesser of (i) an amount that would purchase 2,000 shares of Common Stock or (ii) an amount that would not exceed the limits contained in 7(d) or 7(e) below.

(b)            Deposits. Subject to Paragraph 6(b)(v)(B) of the Plan, each Deposit shall be credited on behalf of a Participating Employee on the date of receipt by the Paymaster of the Deposit. Each Payroll Deduction shall be credited on behalf of a Participating Withholding Employee on the date of the Paycheck to which the Payroll Deduction relates. Each Payroll Deduction and Deposit shall be credited on the records of each Employer to the Stock Purchase Account in the name of the Participating Employee authorizing the Payroll Deduction or Deposit as soon as practicable after each Investment Date. Such credit shall constitute only a convenient bookkeeping entry by the Employer and no interest will be paid or due on any money credited to such Participating Employee’s Stock Purchase Account.

(c)            Inactive Status: Failure to Invest. If a Participating Employee elects to cease to actively participate in the Plan or to be enrolled as a Participating Employee under the Plan, then the entire amount standing to the Participating Employee’s credit in his or her Stock Purchase Account on the effective date of such occurrence shall be used to purchase shares of Common Stock on the Investment Date during the Offering during which such event occurs in accordance with Paragraph 8 of the Plan. If for any reason the Company does not invest on any Investment Date any amount standing to the credit of a Participating Employee in his or her Stock Purchase Account, then the entire amount standing to the Participating Employee’s credit in his or her Stock Purchase Account on the effective date of such occurrence shall be used to purchase shares of Common Stock on the next succeeding Investment Date in accordance with Paragraph 8 of the Plan.

(d)            Annual Limit of U.S. $25,000. If any Participating Employee becomes subject to the limitations of Paragraph 9(a) of the Plan, then the amount in excess of those limitations standing to the credit of such Participating Employee in his or her Stock Purchase Account on the effective date of such occurrence shall be returned by his or her Employer to the Participating Depositing Employee.

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(e)            Five Percent Limitations: Ineligible Employees. If any Participating Employee becomes subject to the limitations of Paragraph 9(b)(ii) of the Plan, then the entire amount standing to the credit of such Participating Employee in his or her Stock Purchase Account shall be returned to such Participating Employee (or his or her court appointed legal representative) after the Investment Date on which the safe-harbor provisions of Paragraph 9(b)(ii) of the Plan are applied with respect to the Participating Employee’s rights under Paragraph 8(a) of the Plan. If on or before the tenth (10th) Business Day prior to any Investment Date, any Participating Employee ceases to be an Eligible Employee for any reason, including, without limitation, upon his or her death or retirement or termination of his or her employment, then the entire amount standing to the credit of such Participating Employee in his or her Stock Purchase Account shall be returned to such Participating Employee (or his or her court appointed legal representative).

(f)            Maximum Number of Shares. Except as specifically provided to the contrary in the Plan, if the Participating Employees shall have purchased the maximum number of shares of Common Stock available under the Plan and all rights of the Participating Employees are to be terminated pursuant to Paragraph 16(a) of the Plan, each Participating Employee shall be refunded any excess balance standing to his or her credit in his or her Stock Purchase Account on the effective date of the termination of the Plan.

(g)            Merger, Consolidation, Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, or of a merger or consolidation in which the Company is not the surviving or resulting corporation, the Plan and any Offering hereunder shall terminate upon the effective date of such dissolution, liquidation, merger or consolidation, and the balance then standing to the credit of each Participating Employee in his or her Stock Purchase Account shall be returned to him or her.

8.            Investment of Moneys in Stock Purchase Accounts to Purchase Common Stock: Investment Accounts.

(a)            Right to Purchase on an Investment Date. Subject to Paragraphs 9(b)(ii) and 9(d) of the Plan, as of each Investment Date each Participating Employee and each other Eligible Employee shall have the right to purchase the number of whole shares and fractional shares (computed to four decimal places) of Common Stock determined by dividing (i) the entire amount credited on behalf of the Participating Employee in his or her Stock Purchase Account by (ii) the Purchase Price (as defined in subparagraph 8(c)(ii) below). Each Participating Employee and each other Eligible Employee having a positive balance in his or her Stock Purchase Account as of an Investment Date shall be deemed, without any further action, to have elected to purchase, and the Employer shall cause to be purchased, with such balance the number of whole shares and fractional shares (computed to four decimal places) that the Eligible Employee has the right to purchase at the Purchase Price on that Investment Date.

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(b)            Investment Accounts. All whole and fractional shares of Common Stock purchased under the Plan shall be held in separate investment accounts (“Investment Accounts”) maintained by such brokerage house, investment banking firm, commercial bank or other such similar institution as may be selected by the Committee for the Participating Employees. If a Participating Employee shall cease to be a Participating Employee without ceasing to be an Eligible Employee, his or her Investment Account shall remain open for his or her benefit in accordance with the Plan, except as otherwise determined by the Committee. All cash dividends paid with respect to the whole and fractional shares in an Eligible Employee’s Investment Account shall be credited to his or her Stock Purchase Account and reinvested on the day after it is paid at the fair market value of a share of Common Stock on that date. The effect on an Eligible Employee’s Investment Account of such Eligible Employee ceasing to be an Eligible Employee, including, without limitation, upon termination of his or her employment or death, shall be determined by the Committee.

(c)            Definitions.

(i)            Investment Date. For purposes of the Plan, “Investment Date” shall mean the last Friday of each offering period or, if such Friday is not a Business Day, the next preceding Business Day.

(ii)            Purchase Price. The purchase price for each share of Common Stock purchased pursuant to the Plan on any Investment Date (the “Purchase Price”) shall be equal to the lesser of (A) the greater of (1) eighty-five percent (85%) of the average of the Fair Market Values on the Grant Date and the Investment Date and the last Friday of each month within the Offering of one share of Common Stock or (2) eighty-five percent (85%) of the Fair Market Value of one share of Common Stock on the Grant Date, or (B) eighty-five percent (85%) of the Fair Market Value of one share of Common Stock on the Investment Date.

(iii)            Fair Market Value. For purposes of the Plan, “Fair Market Value” of a share of Common Stock means the last price of a share of Common Stock on the NYSE Composite Tape on the date in question (or if such day is not a Business Day, the Business Day immediately prior thereto); provided, however, that if shares of Common Stock are not listed on the NYSE on such date, “Fair Market Value” of a share of Common Stock shall be determined by the Committee in its sole discretion.

(d)            Deemed Grant of Options. For purposes of section 423 of the Code and the Regulations, the Company shall be deemed to have granted to each Participating Employee an option to purchase shares of Common Stock on the first day of each Offering, which option shall be deemed for such purposes to be exercised, if at all, on the Investment Date for such Offering. Such option shall not be transferable by the Participating Employee except as permitted by Paragraph 10 of the Plan.

9.            Limitation of Number of Shares That an Employee May Purchase.

(a)            Annual Limit of U.S. $25,000. No Participating Employee may be granted an option under the Plan that permits the employee’s rights to purchase shares under all employee stock purchase plans of the Company, its Subsidiaries or any parent corporation of the foregoing to accrue at a rate that exceeds $25,000 of fair market value of such shares (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time.

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(b)            Limitation of Five Percent Voting Power.

(i)            Five Percent Holder. For purposes of the Plan, a “Five Percent Holder” means a Participating Employee who, for the purposes of section 423(b)(3) of the Code, immediately after a right to purchase shares is granted to him or her under the Plan, owns or would be deemed to own stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company, any Subsidiary, or any parent corporation of the foregoing. When making this determination, the rules of section 424(d) of the Code will apply, and shares that the employee may purchase under outstanding options (whether issued under the plan or otherwise) are treated as owned by the employee.

(ii)            Safe Harbor Purchase Limitations. Notwithstanding anything in the Plan to the contrary, if on any Investment Date, as a result of the application of the entire amount standing to the credit of any Participating Employee in his or her Stock Purchase Account to purchase shares of Common Stock in accordance with Paragraph 8(a) of the Plan, a Participating Employee would be deemed for the purposes of section 423(b)(3) of the Code to own stock (including any number of shares of Common Stock that such Participating Employee would be entitled to purchase under the Plan) possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company, any Subsidiary, or any parent corporation of the foregoing, and, thus, as a Five Percent Holder would otherwise no longer be an Eligible Employee, the maximum number of shares of Common Stock that such Participating Employee shall be entitled to Purchase pursuant to Paragraph 8(a) of the Plan shall be reduced to that number which, when added to the number of shares of stock of the Company that such Participating Employee is deemed to own in accordance with the foregoing (excluding any number of shares that such Participating Employee would be otherwise entitled to Purchase under the Plan) is one share less than five percent (5%) of the total combined voting power or value of all classes of stock of the Company, any Subsidiary or any parent corporation of the foregoing.

(iii)            Determination of Stock Ownership. In determining stock ownership of an Employee under this subparagraph 9(b), (A) the rules of sections 423(b)(3) and 424(d) of the Code shall apply in determining whether stock of the Company, any Subsidiary or any parent corporation of the foregoing, that an Employee may purchase under all other outstanding rights to purchase such stock shall be treated as stock owned by the Employee and (B) the Company shall be deemed to have granted to each Participating Employee who is not an Inactive Participating Employee an option to purchase shares of Common Stock on be first day of each Offering, which option shall be deemed for such purposes to be exercised, if at all, on the Investment Date of such Offering.

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(c)            Effect on Eligibility. If any Participating Employee becomes subject to the limitations of subparagraph 9(a) or if the number of shares of stock of the Company that a Participating Employee is deemed to own in accordance with subparagraph 9(b)(ii) above is one share less than five percent (5%) of the total combined voting power or value of all classes of stock of the Company or any Subsidiary, such Participating Employee shall continue to be considered an Eligible Employee; provided, however, that such Participating Employee shall be deemed to have involuntarily ceased to actively participate in the Plan effective on the effective date of such event, in which event he or she shall be deemed for purposes of the Plan to be an Inactive Participating Employee; and provided further, however, that such Inactive Participating Employee may elect to continue to actively participate in the Plan in accordance with Paragraph 6(b)(i) or 6(c)(i) of the Plan, as appropriate, as of the next succeeding Offering on the first day on which he or she would be eligible to purchase at least one share of Common Stock pursuant to subparagraphs 9(a) and 9(b)(ii). Notwithstanding the foregoing and the safe harbor procedures established by subparagraph 9(b)(ii) above, if any Participating Employee shall become a Five Percent Holder, he or she shall cease to be an Eligible Employee and shall be deemed to have elected to cease to be enrolled in the Plan, effective at 12:01 a.m., Miami, Florida time, as of the day after the Investment Date for the Offering during which the event causing the Participating Employee to become a Five Percent Holder shall have occurred.

(d)            Insufficient Number of Shares. In the event that the Plan is to be terminated pursuant to Paragraph 16(a) because there are an insufficient number of shares of Common Stock available for purchase, reserved shares remaining as of the termination date shall be issued to Participating Employees in accordance with subparagraph 9(a) above on a pro-rata basis.

10.          Rights Not Transferable. No rights granted under the Plan shall be transferrable by an Eligible Employee or a Participating Employee in any manner other than by will or the laws of descent and distribution and, during the lifetime of the person to whom such rights are granted, may be exercised only by an Eligible Employee or a Participating Employee (or his or her court appointed legal representative), as appropriate.

11.          Adjustment upon Changes in Capitalization: Effects of Certain Transactions.

(a)            Changes in Capitalization. In order to prevent the dilution or enlargement of rights granted under the Plan, in the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation or other change in the Common Stock, the Committee shall make appropriate changes in the number and type of shares authorized by the Plan, the number and type of shares covered by, or with respect to which payments are measured under, outstanding rights and prices specified therein, subject to the limitations of section 424 of the Code.

(b)            Effect of Merger. Consolidation, Dissolution or Liquidation. Subject to any required action by the stockholders and subject to Paragraph 7(g) of the Plan, if the Company shall be the surviving or resulting corporation in any merger or consolidation, or if the Company shall be merged for the purpose of changing the jurisdiction of its incorporation, any Offering hereunder shall pertain to and apply to the shares of stock of the Company or the survivor.

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12.          Share Ownership. The shares of Common Stock purchased by a Participating Employee on an Investment Date shall, for all purposes, be deemed to have been issued and/or sold when the Transfer Agent of the Company actually records such purchase on the share records of the Company. Prior to that time, none of the rights of a shareholder of the Company with respect to such shares shall inure to the benefit of the Participating Employee.

Notwithstanding the foregoing, effective for shares of Common Stock acquired on or after July 1, 1999, a Participating Employee shall be precluded from selling or otherwise alienating or assigning the shares of Common Stock purchased by a Participating Employee on an Investment Date until one year from such Investment Date. Such restriction shall not apply in the case of death or disability of the Eligible Employee. In addition, such restriction shall not apply to any Common Stock purchased with cash dividends paid with respect to whole and fractional shares in an Eligible Employee’s Investment Account pursuant to Section 8(a).

In addition, a Participating Employee may request the issuance of certificates representing shares of Common Stock granted under the Plan, or request a transfer of such shares from the Participating Employee’s Investment Account only if the shares of Common Stock have been held by the Participating Employee for two years from the Offering of such shares and the Participating Employee pays any fees associated with the issuance of certificates or transfer of such shares. Nothing in the preceding sentence shall preclude a Participating Employee from selling such shares of Common Stock if permitted under the terms of the Plan.

13.          Right to Terminate Employment. Nothing in the Plan shall confer upon any Eligible Employee the right to continue in the employment of any Employer or affect the right of any Employer to terminate the Eligible Employee’s employment at any time.

14.          Nonalienation of Benefits. No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void. To the extent permitted by applicable law, no right or benefit under the Plan shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefits.

15.          Purchase for Investment. Whether or not the shares of Common Stock covered by the Plan have been registered under the Securities Act of 1933, as amended, each Participating Employee may be required by the Company to give a representation in writing that such Participating Employee is acquiring such shares for investment and not with a view to, or for sale in connection with, the distribution of any part thereof. The Company will endorse any necessary legend referring to the foregoing restriction upon any certificate or certificates representing any shares of Common Stock issued or transferred to the Participating Employee upon the exercise of any purchase rights granted under the Plan or at any time thereafter.

16.          Termination and Amendment of Plan.

(a)            Insufficient Number of Shares. Unless the Plan shall theretofore have been terminated as hereinafter provided, the Plan and all rights of Eligible Employees hereunder may be suspended or terminated at any time at the discretion of the Board of Directors and shall terminate at 11:59 p.m., on the Investment Date that Participating Employees become entitled to purchase a number of shares of Common Stock greater than the number of reserved shares available for purchase pursuant to Paragraph 3 of the Plan.

17

(b)            Termination by the Board of Directors. The Plan may be terminated or amended at any time by the Board of Directors; provided, however, that any such amendment shall comply with all applicable laws (including section 423 of the Code), applicable stock exchange listing requirements, and applicable requirements for exemption (to the extent necessary) under Rule 16b-3 under the Exchange Act.

(c)            Effect of Termination of Plan on Participating Employees. No termination, modification or amendment of the Plan, without the consent of any Participating Employee, may adversely affect the rights of such Participating Employee that is specified in the Plan with respect to his or her right to withdraw any shares of Common Stock held in his or her Investment Account or to withdraw or invest any balance then standing to the credit of the Participating Employee in his or her Stock Purchase Account.

17.          Government and Other Regulations. The obligation of the Company with respect to rights under the Plan shall be subject to all applicable laws, rules and regulations and such approvals by and governmental agency as may be required, including, without limitation, the effectiveness of any registration statement required under the Securities Act of 1933, as amended, and the rules and regulations of the NYSE or any other securities exchange on which the Common Stock may be listed.

18.          Withholding. The Company’s obligation to deliver shares of Common Stock under the Plan shall be subject to all applicable foreign or United States federal, state and local tax withholding requirements. Any such federal, state and local withholding tax due upon any disqualifying disposition of shares of Common Stock purchased under the Plan, in the Committee’s sole discretion, may be paid in shares of Common Stock (including the withholding of shares subject to purchase under the Plan) upon such terms and conditions as the Committee may determine.

19.          Severability. If any of the terms or provisions of the Plan conflict with the requirements of Rule 16b-3 under the Exchange Act and/or section 423 of the Code, then such terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 and/or section 423 of the Code, provided, however, that if the Board of Directors shall have made a determination that the Plan shall not be administered in a manner consistent with Rule 16b-3, as provided in Paragraph 2 hereof, this Paragraph shall not apply with respect to the requirements of Rule 16b-3. If the Plan does not contain any provision required to be included herein under section 423 of the Code, such provision shall be deemed to be incorporated herein with the same force and effect as if such Provision had been set out at length herein.

20.          Non-Exclusivity of the Plan. Neither the adoption of the Plan by the Board of Directors or by any Subsidiary nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitation on the power of the Board of Directors or any Subsidiary to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options and the awarding of stock and cash otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

21.          Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Florida.

18

EX-FILING FEES

Calculation of Filing Fee Tables

S-8

CARNIVAL CORP

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Carnival Corporation common stock, par value $0.01 per share (Common Stock), to be issued under the Carnival Corporation 1993 Employee Stock Purchase Plan, as amended	Other	4,000,000	$ 23.34	$ 93,360,000.00	0.0001531	$ 14,293.42
2	Equity	Carnival plc, special voting share, (pound) 1.00 par value	457(a)	1	$ 1.35	$ 1.35	0.0001531	$ 0.00
3	Equity	Trust shares of beneficial interest in P&O Princess Special Voting Trust	Other	4,000,000		$ 0.00	0.0001531	$ 0.00
Total Offering Amounts:						$ 93,360,001.35		$ 14,293.42
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 14,293.42

Offering Note

1	(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"), this Registration Statement on Form S-8 also includes additional shares of Common Stock in respect of the securities identified in the above table that may become issuable as a result of adjustments for stock splits, stock dividends and similar transactions. (2) Estimated solely for purposes of calculating the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of the shares of common stock of Carnival Corporation on the New York Stock Exchange on June 23, 2025, within five business days prior to filing. (3) Represents one special voting share of Carnival plc issued to and held by the P&O Princess Special Voting Trust in connection with the dual listed company transaction completed by Carnival plc and Carnival Corporation on April 17, 2003. (4) Based on an exchange rate of US $1.35 = (pound) GBP1.00 as of June 23, 2025. (5) The filing fee with respect to this share is less than $0.01. (6) Represents trust shares of beneficial interest in the P&O Princess Special Voting Trust. In connection with the dual-listed company transaction, one trust share is paired with each share of Common Stock on a one-for-one basis and is not transferable separately from the share of Common Stock. (7) Upon each issuance of shares of Common Stock in connection with the Carnival Corporation 1993 Employee Stock Purchase Plan, participants will receive both shares of Common Stock and an equivalent number of trust shares (which represent a beneficial interest in the special voting share of Carnival plc). (8) Includes an indeterminate number of trust shares that may be issuable as a result of adjustments for stock splits, stock dividends and similar transactions. (9) Participants in the Carnival Corporation 1993 Employee Stock Purchase Plan will not pay any separate consideration in respect of the trust shares and Carnival plc will not receive any cash or other consideration in respect of the trust shares. Accordingly, no registration fee is payable in respect of the trust shares.
2	(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"), this Registration Statement on Form S-8 also includes additional shares of Common Stock in respect of the securities identified in the above table that may become issuable as a result of adjustments for stock splits, stock dividends and similar transactions. (2) Estimated solely for purposes of calculating the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of the shares of common stock of Carnival Corporation on the New York Stock Exchange on June 23, 2025, within five business days prior to filing. (3) Represents one special voting share of Carnival plc issued to and held by the P&O Princess Special Voting Trust in connection with the dual listed company transaction completed by Carnival plc and Carnival Corporation on April 17, 2003. (4) Based on an exchange rate of US $1.35 = (pound) GBP1.00 as of June 23, 2025. (5) The filing fee with respect to this share is less than $0.01. (6) Represents trust shares of beneficial interest in the P&O Princess Special Voting Trust. In connection with the dual-listed company transaction, one trust share is paired with each share of Common Stock on a one-for-one basis and is not transferable separately from the share of Common Stock. (7) Upon each issuance of shares of Common Stock in connection with the Carnival Corporation 1993 Employee Stock Purchase Plan, participants will receive both shares of Common Stock and an equivalent number of trust shares (which represent a beneficial interest in the special voting share of Carnival plc). (8) Includes an indeterminate number of trust shares that may be issuable as a result of adjustments for stock splits, stock dividends and similar transactions. (9) Participants in the Carnival Corporation 1993 Employee Stock Purchase Plan will not pay any separate consideration in respect of the trust shares and Carnival plc will not receive any cash or other consideration in respect of the trust shares. Accordingly, no registration fee is payable in respect of the trust shares.
3	(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"), this Registration Statement on Form S-8 also includes additional shares of Common Stock in respect of the securities identified in the above table that may become issuable as a result of adjustments for stock splits, stock dividends and similar transactions. (2) Estimated solely for purposes of calculating the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of the shares of common stock of Carnival Corporation on the New York Stock Exchange on June 23, 2025, within five business days prior to filing. (3) Represents one special voting share of Carnival plc issued to and held by the P&O Princess Special Voting Trust in connection with the dual listed company transaction completed by Carnival plc and Carnival Corporation on April 17, 2003. (4) Based on an exchange rate of US $1.35 = (pound) GBP1.00 as of June 23, 2025. (5) The filing fee with respect to this share is less than $0.01. (6) Represents trust shares of beneficial interest in the P&O Princess Special Voting Trust. In connection with the dual-listed company transaction, one trust share is paired with each share of Common Stock on a one-for-one basis and is not transferable separately from the share of Common Stock. (7) Upon each issuance of shares of Common Stock in connection with the Carnival Corporation 1993 Employee Stock Purchase Plan, participants will receive both shares of Common Stock and an equivalent number of trust shares (which represent a beneficial interest in the special voting share of Carnival plc). (8) Includes an indeterminate number of trust shares that may be issuable as a result of adjustments for stock splits, stock dividends and similar transactions. (9) Participants in the Carnival Corporation 1993 Employee Stock Purchase Plan will not pay any separate consideration in respect of the trust shares and Carnival plc will not receive any cash or other consideration in respect of the trust shares. Accordingly, no registration fee is payable in respect of the trust shares.

XML

Submission	Jun. 25, 2025
Submission [Line Items]
Central Index Key	0000815097
Registrant Name	CARNIVAL CORP
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

XML

Offerings	Jun. 25, 2025 USD ($) shares
Offering: 1
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Carnival Corporation common stock, par value $0.01 per share (Common Stock), to be issued under the Carnival Corporation 1993 Employee Stock Purchase Plan, as amended
Amount Registered | shares	4,000,000
Proposed Maximum Offering Price per Unit	23.34
Maximum Aggregate Offering Price	$ 93,360,000.00
Fee Rate	0.01531%
Amount of Registration Fee	$ 14,293.42
Offering Note	(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"), this Registration Statement on Form S-8 also includes additional shares of Common Stock in respect of the securities identified in the above table that may become issuable as a result of adjustments for stock splits, stock dividends and similar transactions. (2) Estimated solely for purposes of calculating the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of the shares of common stock of Carnival Corporation on the New York Stock Exchange on June 23, 2025, within five business days prior to filing. (3) Represents one special voting share of Carnival plc issued to and held by the P&O Princess Special Voting Trust in connection with the dual listed company transaction completed by Carnival plc and Carnival Corporation on April 17, 2003. (4) Based on an exchange rate of US $1.35 = (pound) GBP1.00 as of June 23, 2025. (5) The filing fee with respect to this share is less than $0.01. (6) Represents trust shares of beneficial interest in the P&O Princess Special Voting Trust. In connection with the dual-listed company transaction, one trust share is paired with each share of Common Stock on a one-for-one basis and is not transferable separately from the share of Common Stock. (7) Upon each issuance of shares of Common Stock in connection with the Carnival Corporation 1993 Employee Stock Purchase Plan, participants will receive both shares of Common Stock and an equivalent number of trust shares (which represent a beneficial interest in the special voting share of Carnival plc). (8) Includes an indeterminate number of trust shares that may be issuable as a result of adjustments for stock splits, stock dividends and similar transactions. (9) Participants in the Carnival Corporation 1993 Employee Stock Purchase Plan will not pay any separate consideration in respect of the trust shares and Carnival plc will not receive any cash or other consideration in respect of the trust shares. Accordingly, no registration fee is payable in respect of the trust shares.
Offering: 2
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Carnival plc, special voting share, (pound) 1.00 par value
Amount Registered | shares	1
Proposed Maximum Offering Price per Unit	1.35
Maximum Aggregate Offering Price	$ 1.35
Fee Rate	0.01531%
Amount of Registration Fee	$ 0.00
Offering Note	(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"), this Registration Statement on Form S-8 also includes additional shares of Common Stock in respect of the securities identified in the above table that may become issuable as a result of adjustments for stock splits, stock dividends and similar transactions. (2) Estimated solely for purposes of calculating the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of the shares of common stock of Carnival Corporation on the New York Stock Exchange on June 23, 2025, within five business days prior to filing. (3) Represents one special voting share of Carnival plc issued to and held by the P&O Princess Special Voting Trust in connection with the dual listed company transaction completed by Carnival plc and Carnival Corporation on April 17, 2003. (4) Based on an exchange rate of US $1.35 = (pound) GBP1.00 as of June 23, 2025. (5) The filing fee with respect to this share is less than $0.01. (6) Represents trust shares of beneficial interest in the P&O Princess Special Voting Trust. In connection with the dual-listed company transaction, one trust share is paired with each share of Common Stock on a one-for-one basis and is not transferable separately from the share of Common Stock. (7) Upon each issuance of shares of Common Stock in connection with the Carnival Corporation 1993 Employee Stock Purchase Plan, participants will receive both shares of Common Stock and an equivalent number of trust shares (which represent a beneficial interest in the special voting share of Carnival plc). (8) Includes an indeterminate number of trust shares that may be issuable as a result of adjustments for stock splits, stock dividends and similar transactions. (9) Participants in the Carnival Corporation 1993 Employee Stock Purchase Plan will not pay any separate consideration in respect of the trust shares and Carnival plc will not receive any cash or other consideration in respect of the trust shares. Accordingly, no registration fee is payable in respect of the trust shares.
Offering: 3
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Trust shares of beneficial interest in P&O Princess Special Voting Trust
Amount Registered | shares	4,000,000
Maximum Aggregate Offering Price	$ 0.00
Fee Rate	0.01531%
Amount of Registration Fee	$ 0.00
Offering Note	(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"), this Registration Statement on Form S-8 also includes additional shares of Common Stock in respect of the securities identified in the above table that may become issuable as a result of adjustments for stock splits, stock dividends and similar transactions. (2) Estimated solely for purposes of calculating the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of the shares of common stock of Carnival Corporation on the New York Stock Exchange on June 23, 2025, within five business days prior to filing. (3) Represents one special voting share of Carnival plc issued to and held by the P&O Princess Special Voting Trust in connection with the dual listed company transaction completed by Carnival plc and Carnival Corporation on April 17, 2003. (4) Based on an exchange rate of US $1.35 = (pound) GBP1.00 as of June 23, 2025. (5) The filing fee with respect to this share is less than $0.01. (6) Represents trust shares of beneficial interest in the P&O Princess Special Voting Trust. In connection with the dual-listed company transaction, one trust share is paired with each share of Common Stock on a one-for-one basis and is not transferable separately from the share of Common Stock. (7) Upon each issuance of shares of Common Stock in connection with the Carnival Corporation 1993 Employee Stock Purchase Plan, participants will receive both shares of Common Stock and an equivalent number of trust shares (which represent a beneficial interest in the special voting share of Carnival plc). (8) Includes an indeterminate number of trust shares that may be issuable as a result of adjustments for stock splits, stock dividends and similar transactions. (9) Participants in the Carnival Corporation 1993 Employee Stock Purchase Plan will not pay any separate consideration in respect of the trust shares and Carnival plc will not receive any cash or other consideration in respect of the trust shares. Accordingly, no registration fee is payable in respect of the trust shares.

XML

Fees Summary	Jun. 25, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 93,360,001.35
Total Fee Amount	14,293.42
Total Offset Amount	0.00
Net Fee	$ 14,293.42