Carnival (CCL) 10-K risk factor changes: FY2025 vs FY2024

*a.Events and conditions around the world, including geopolitical uncertainty, war and other military actions, pandemics, inflation, higher [removed: fuel prices, higher] interest rates and other general concerns impacting the ability or desire of people to travel could lead to a decline in demand for cruises as well as have significant negative impacts on our financial condition and operations.*

[added: The resulting impacts of these events, including a pause of our guest cruise] operations, supply chain disruptions, [removed: increased fuel prices,] impact on demand for cruises to neighboring regions and international sanctions and other measures that have been imposed, have significantly adversely affected, and may in the future significantly adversely affect, our business.

Changes in and non-compliance with laws and regulations under which we operate, such as those relating to health, environment, safety and security, data privacy and protection, anti-money laundering, anti-corruption, economic sanctions, trade [removed: protection,] [added: protection measures,] labor and employment, and tax may be costly and lead to litigation, enforcement actions, fines, penalties and reputational damage.*

Implementing these and any subsequent requirements have [removed: been,] [added: been] and may in the future continue to be costly and take time to implement across our global cruise operations.

In addition, the [removed: accelerating] pace of regulatory changes may affect our ability to comply in the future.

We may also be affected by economic sanctions, trade protection [removed: laws,] [added: measures,] policies and other regulatory requirements affecting trade and investment.

[removed: Growing concerns regarding climate change have resulted in increased global] [added: Concerns and] regulatory focus on [added: sustainability and the impact of] GHG and other emissions [removed: which] [added: on the environment] have impacted us and may in the future have material impacts on our [removed: business.][added: business and operating results.]

Governmental [added: and Other] Regulations for additional discussion of recent developments related to Maritime Regulations, Greenhouse Gas [removed: Emissions] [added: Emissions,] and EU [added: and UK] Regulations.

[removed: Governmental Regulations),] [added: Sustainability, environmental and emissions-related regulatory activity and developments that require us to reduce our emissions, which includes EU and UK regulations and the IMO Strategy,] have impacted us and may in the future have a material impact on our business and financial results by requiring us to make capital investments in new equipment or technologies, pay for emission allowances, purchase carbon offset credits, or otherwise incur additional costs or take additional actions related to our emissions.

Regulatory developments may also result in the inability to operate ships that do not meet certain standards, [removed: the acceleration of the removal of less fuel-efficient ships from our fleet and] impact the resale value of our ships in the [removed: future.][added: future, restrict or limit our access to certain destinations and/or countries or impact our freedom to operate.]

Regulatory efforts, both internationally and in the U.S., are [removed: evolving, including the international alignment of such efforts,] [added: evolving] and we cannot determine what final regulations will be enacted, modified, [removed: or] reversed or [added: whether there will be international alignment or divergence of such efforts, or] what their ultimate impact on our business will be.

[removed: Growing recognition] [added: Evolving views] among consumers [removed: globally of the negative effects of climate change and] [added: about] the impact of GHG and other emissions [added: on the environment] may [added: also] lead to [removed: material] changes in consumer preferences.

In addition, some environmental focused groups have and may continue to generate negative publicity regarding the environmental impact of the cruise industry and are advocating for more stringent oversight and regulation of our industry, including [removed: of] ship emissions while the ship is docked and at sea.

At the same time, we may also face negative impacts from [removed: consumers] [added: those] who do not support [removed: climate-related] [added: sustainability-related] initiatives or [removed: concerns.][added: concerns or disagree with our actual or perceived initiatives or positions, or lack of thereof, on various sustainability, environmental, political, social, governance, or other issues.]

Certain [removed: climate-related] [added: sustainability and emissions-related] actions and investments we make today may not lead us to [added: achieving] our intended future [removed: emissions related] goals or may not be favorably perceived in future years based on continuing evolving regulations and perceptions around effective emissions mitigation strategies and technologies.

Our cruise ships, hotels, land tours, port [removed: and related commercial facilities] [added: destinations] and [added: exclusive islands,] shore excursions [added: and our guest source markets] have been and may continue to be impacted by adverse weather [removed: patterns] or other natural disasters, such as hurricanes, earthquakes, floods, fires, tornadoes, tsunamis, typhoons and volcanic eruptions.

We have been forced to, and in the future may be forced to, alter [removed: itineraries] [added: itineraries, including diverting from our port destinations and exclusive islands,] or cancel a cruise or a series of cruises or tours due to these or other types of disruptions.

The [removed: physical climate-related risks to our business include] increased hurricane/typhoon intensity and frequency, [removed: increases] [added: as well as changes] in global temperatures and [removed: rising] sea [removed: levels which] [added: levels,] may adversely impact our shoreside facilities, our investments in [removed: ports] [added: port destinations and exclusive islands] or the availability or desirability of ports and destinations in which we operate.

[removed: Inability to meet or achieve our] [added: Our] targets, goals, aspirations, initiatives, [removed: and our] public statements and [removed: disclosures regarding them,] [added: disclosures,] including those related to sustainability matters, may expose us to risks that may adversely impact our business.*

We have developed and will continue to establish targets, goals, aspirations, and other objectives, including those related to sustainability matters (“sustainability [removed: objectives”).][added: objectives”), which reflect our current plans and do not constitute a guarantee that they will be achieved.]

Our efforts to research, establish, [added: develop methodologies and timelines,] accomplish, and accurately report on our sustainability objectives expose us to numerous operational, reputational, financial, legal, and other risks, any of which could have a negative impact on our business.

Our business [added: has faced and] may [added: in the future continue to] face increased scrutiny from our guests, our team members, the investment community, [added: media (including social media),] governments, regulators, destinations and other [removed: stakeholders that we serve] [added: parties] related to our sustainability [removed: activities, including the sustainability objectives that we adopt, our methodologies] and [removed: timelines for pursuing them and our ability to document and support the][added: environmental activities.]

If our sustainability practices do not meet, are adverse to, or are perceived to [removed: fall short of,] [added: diverge from] the expectations of our guests, team members, investors or other stakeholders, [added: the] demand for cruising, our reputation, our ability to attract or retain team [removed: members, and] [added: members as well as] our attractiveness as an investment could be negatively impacted.

Cybersecurity incidents and data privacy breaches, as well as disruptions and other damages to our principal [added: and other] offices, information technology operations and system networks and failure to keep pace with developments in technology [removed: have adversely impacted and] may [removed: in the future materially] adversely impact our business operations, the satisfaction of our guests and crew and may lead to fines, penalties and reputational damage.*

Breach or circumvention of our systems or the systems of third parties, including by ransomware or malware, through vulnerabilities in licensed software or hardware, [removed: generative artificial intelligence (“AI”)] [added: AI] impersonation, targeted and coordinated attacks of our [removed: systems] [added: systems,] or as a result of other attacks, have led to and may continue to lead to disruptions in our business operations; unauthorized access to (or the loss of company access to) competitively sensitive, confidential or other critical data (including sensitive financial, medical or other personal or business information) or systems; loss of customers; financial losses; regulatory investigations, enforcement actions, fines and penalties; litigation; reputational damage; and misuse or corruption of critical data and proprietary information, any of which could be material.

A failure to adopt the appropriate technology, [added: including AI,] or a failure, disruption or obsolescence in the technology that we do adopt, could have adverse effects on our business.

Our success depends, in large part, on the skills and contributions of our team members, and on our ability to recruit, develop and retain high [removed: quality, diverse] [added: quality] team members.

At times we have, and may in the future continue to, experience difficulty in hiring sufficient qualified team members, due to general macroeconomic [removed: factors] [added: factors, regulatory changes] and/or increasingly competitive labor markets.

Increases in fuel [removed: prices,] [added: costs,] changes in the types of fuel consumed and availability of fuel supply may adversely impact our scheduled itineraries and costs.*

We have been and may continue to be impacted by economic, market and political conditions around the world, regulatory requirements including [removed: climate-induced] [added: emissions-related] regulations, supply disruptions and related infrastructure needs, which make it difficult to predict the future [removed: price] [added: cost] and availability of fuel.

The supply and availability of different fuel types in various markets in which we operate have [removed: experienced] [added: in the past and may in the future experience] increased volatility and [removed: have led] [added: lead] to increased fuel [removed: prices] [added: costs] and reduced profitability.

Increases in airfares, such as those resulting from increases in the [removed: price] [added: cost] of fuel, have in the past and may in the future increase our guests’ overall vacation costs and reduce demand for cruises, as many of our guests depend on airlines to transport them to or from the airports near the ports where our cruises embark and [added: disembark.]

Refer to [removed: Operational] [added: Compliance and Regulatory] Risk Factor [removed: “d.”] [added: “b.”] for additional discussion on [removed: the impact of climate change and] [added: emissions-related] regulation changes on fuel costs.

Movements in foreign currency exchange rates, which at times have been [removed: more] volatile, will affect our financial results.

Our [added: debt requires a significant amount of cash to service and our] ability to generate [added: sufficient] cash depends on many factors, [removed: including those beyond our control, and we] [added: some of which] may [removed: not] be [removed: able to generate cash required to service our debt and sustain] [added: beyond] our [removed: operations.*][added: control.]

Our ability to meet our debt service [removed: obligations, refinance our debt or sustain our business needs and operations] [added: obligations] depends on our future operating and financial performance and our ability to generate cash.

Despite our leverage, we may incur more [removed: debt, subject to certain restrictions,] [added: debt] in the future.

If that occurs, we may be required to seek covenant amendments or the relevant creditors could elect to declare the [removed: debt, together with accrued and unpaid interest and other fees, if any, immediately] [added: debt] due and payable (or cancel any unfunded commitments, if applicable) and proceed against the collateral, if any, securing that debt.

Some of the factors, events and contingencies discussed below may have occurred in the past and reflect our beliefs and opinions as to the factors, events or contingencies that could materially and adversely affect us in the future.

Additionally, with the increased use of artificial intelligence (“AI”) and social media, adverse publicity, even if unfounded, has been and can continue to be disseminated quickly and broadly without context, making it increasingly difficult for us to effectively respond.

Adverse weather conditions or an increase in the frequency and/or severity of adverse weather conditions could have a material impact on our business and results of operations.*

For example, adverse weather or other natural disasters have impacted and may in the future impact the sourcing of our guests from affected regions.

In addition, the reliability of air transportation, which our guests depend on to transport them to or from the airports near the ports where our cruises embark and disembark have been and may continue to be impacted by adverse weather events.

The frequency and intensity of certain adverse weather patterns may also increase in the future.

Additionally, our increasing itineraries and investments in port destinations and exclusive islands in the Caribbean region may further expose us to adverse weather conditions.

The sophistication of these attacks has continued to increase in recent years and the rapid evolution and growing adoption of AI technologies by various threat actors may enhance their ability to conduct attacks which are more difficult to prevent, detect or remediate.

Our financial condition and operations could be adversely impacted if we are unable to service our debt or satisfy our covenants.*

This will be affected by our ability to successfully continue to execute on our business strategy and by general economic, financial, geopolitical, competitive, regulatory and other factors beyond our control.

If we cannot generate sufficient cash to meet our debt service obligations, we may not be able to satisfy our obligations or refinance such obligations on attractive terms, or at all.

Emission penalties and the costs of compliant fuels may also increase our energy costs.

Our investments in port destinations and exclusive islands may expose us to additional risks.*

We continue to invest in expanding and enhancing our portfolio of port destinations and exclusive islands, which could increase our exposure to certain risks.

These risks include susceptibility to weather events, exposure to local political/regulatory developments and policies, logistical challenges, human resource and labor risks, safety, environmental and health risks.

Additionally, certain ports have increased or are proposing to increase cruise related fees and taxes which may impact our profitability.

*m.

Compliance and Regulatory Risk Factors

In addition, the global focus on sustainability and the impact of GHG and other emissions on the environment may lead to additional regulatory requirements, refer to Compliance and Regulatory Risk Factor “b.” below for additional discussion.

*b.

Factors associated with sustainability and the impact of GHG and other emissions on the environment could have a material impact on our business and operating results.*

*c.

We may not successfully complete the proposed unification of our DLC structure and the migration of Carnival Corporation’s legal incorporation to Bermuda, or, if we do, we may not realize the anticipated benefits and will be subject to Bermuda law, which differs in some respects compared to our current jurisdictions.*

In December 2025, we announced that our Boards of Directors recommended unifying our DLC structure under a single company, Carnival Corporation, with Carnival plc as its wholly-owned UK subsidiary (the “DLC Unification”).

Additionally, they proposed migrating Carnival Corporation from the Republic of Panama, where Carnival Corporation is currently domiciled, to Bermuda under the name “Carnival Corporation Ltd.” (the “Redomiciliation”).

We believe that the DLC Unification and Redomiciliation will provide various benefits to us and our shareholders.

However, we may not realize all the anticipated benefits, and the extent, timing and magnitude of any such benefits is uncertain.

Completion of the DLC Unification and Redomiciliation is conditioned upon, among other things, the receipt of shareholder approvals, the necessary approval by the relevant court and the receipt of certain antitrust and other regulatory approvals.

If the DLC Unification and Redomiciliation are not completed, we will not realize the benefits we anticipate from the DLC Unification and Redomiciliation and we would continue operating under our existing DLC structure.

Negative publicity resulting from the Redomiciliation could adversely affect our business and the market price of our shares.

Redomiciliation transactions that have been undertaken by other companies have in some cases generated significant news coverage, some of which has been negative.

Negative publicity could cause some of our shareholders to sell their shares or decrease the demand for new investors to purchase such shares, which could have an adverse impact on the price of our securities.

If the DLC Unification and Redomiciliation are completed, Carnival Corporation will become a Bermuda exempted company and Carnival Corporation and Carnival plc shareholders will become shareholders of Bermuda-incorporated Carnival Corporation Ltd. Bermuda law differs from the laws in effect in England and Wales, Carnival plc’s jurisdiction of incorporation, as well as Panama, Carnival Corporation’s current jurisdiction of incorporation.

In certain circumstances, the laws of Bermuda may offer shareholders different protections than the laws of England and Wales or the laws of Panama.

There are also differences between the existing organizational documents of Carnival plc and Carnival Corporation and the proposed organizational documents of Carnival Corporation Ltd. that will be in effect upon the completion of the DLC Unification and Redomiciliation.

In addition to the risk factors below, additional or unforeseen effects from our substantial debt balance incurred during the pause of our guest cruise operations could give rise to additional risks or amplify many of the risks discussed below.

The resulting impacts of these events, including a pause of our guest cruise

In addition, there is increased global focus on climate change, which may lead to additional regulatory requirements.

Refer to Operational Risk Factor “d.” below for additional discussion on climate change regulation risks.

For example, the implementation of the OECD’s rules will affect Carnival plc and its subsidiaries beginning in fiscal 2025 and Carnival Corporation and certain of its subsidiaries beginning in fiscal 2026.

The application of these rules continues to evolve, and its outcome may alter our tax obligations in certain countries in which we operate.

Refer to XVII.

Taxation for additional discussion on the OECD’s rules.

Factors associated with climate change, including evolving and increasing regulations, increasing global concern about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and increasing frequency and/or severity of adverse weather conditions could have a material impact on our business.*

Fossil fuels are currently the only viable option for our industry and it is not clear when alternative fuels or other technologies will be commercially viable at scale.

To provide a path to net zero emissions, alternative low GHG emission fuels will be necessary for the maritime industry; however, there are significant supply challenges that must be resolved before viability is reached.

Climate change-related regulatory activity and developments that require us to reduce our emissions, which includes both the EU regulations and IMO Strategy (refer to XVIII.

In addition, regulatory developments may restrict or limit our access to certain destinations and/or countries or impact our freedom to operate.

For instance, our guests may choose a vacation option that they perceive as operating in a manner that is more sustainable for the climate, seek alternative methods of travel, or reduce the amount and frequency of their travel.

Environmental scrutiny of our operations and the industry from the investment community, other stakeholders, and the media (including social media) have impacted and may continue to impact how we are perceived, which may have a material impact on our operations and financial results.

Climate change is expected to increase the frequency and intensity of certain adverse weather patterns, possibly making certain destinations less desirable or impacting our business in other ways.

These statements reflect our current plans and do not constitute a guarantee that they will be achieved.

achievement of those objectives, as their expectations for such matters continue to evolve.

In addition, governments may restrict or limit our access to ports and destinations for which there is high guest demand.

Similarly, our pursuit, or our failure or perceived failure to pursue, meet or fulfill our targets, goals, aspirations, and other objectives (including sustainability objectives) within the timelines we announce, or at all, could have the same negative impacts as well as expose us to government enforcement actions and private litigation.

In addition, high-GHG emission industries may become a less attractive employment opportunity.

disembark.

Financial Risk Factors

We require a significant amount of cash to service our debt and sustain our operations.

This will be affected by our ability to successfully continue to execute on our business strategy, which if unsuccessful, would negatively impact the occupancy levels and pricing of our cruises.

Our future performance is also impacted by general macroeconomic, financial, geopolitical, competitive, regulatory and other factors beyond our control such as inflation, higher fuel prices, higher taxes and higher interest rates.

If we cannot generate sufficient cash to meet our debt service obligations or fund our other business needs, we may, among other things, need to refinance our debt, obtain additional financing, delay planned capital expenditures or sell assets.

We cannot make assurances that we will be able to generate sufficient cash through any of the foregoing.

If we are not able to refinance our

debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt.

Refer to Liquidity, Financial Condition and Capital Resources.

*b.* *Our substantial debt could adversely affect our financial health and operating flexibility.*

We have a substantial amount of debt, significant debt service obligations and related covenant restrictions.

Our substantial debt has had and could continue to have important negative consequences for us.

Our substantial debt could, among other things:

- require us to dedicate a large portion of our cash flow from operations to servicing debt and funding repayments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

- increase our vulnerability to adverse general economic or industry conditions;

- limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;

- limit our ability to pay dividends or distributions on or redeem or repurchase stock and make other restricted payments;

- place us at a disadvantage compared to others that have less debt;

[removed: 2024] [added: 2025] Executive Overview

[removed: We had a] [added: 2025 was another] strong [removed: year,] [added: year that exceeded expectations,] setting [added: new] records [added: across our business] and achieving [added: more] milestones, including:

During [removed: 2024,] [added: 2025,] we also continued making progress towards our sustainability goals.

[removed: We are grateful for the efforts of our hard working and dedicated team who delivered a step change improvement] [added: Together] in [removed: 2024 and set us up very well for 2025 and beyond, while consistently delivering] [added: 2025, we delivered] unforgettable happiness to over [removed: 13 and a half] [added: 13.5] million people [removed: in 2024,] [added: around the world] by providing them with extraordinary cruise vacations while honoring the integrity of every ocean we sail, place we visit and life we touch.

Therefore, we typically [removed: have to] estimate the net book value of components that are retired, based primarily upon their replacement cost, their age and their original estimated useful lives.

[removed: We] [added: As of November 30, 2025, we] have estimated our ships’ useful lives at 30 years and residual values at 15% of our original ship cost.

We also take into consideration the impact of technological changes, historical useful lives of similarly-built ships, long-term cruise and vacation market conditions and regulatory changes, including those related to the [removed: environment] [added: impact of greenhouse gases] and [removed: climate change.][added: other emissions on the environment.]

We review estimated useful lives and residual values [added: of our ships] for reasonableness whenever events or circumstances [removed: significantly change.][added: indicate a revision is warranted.]

Given [removed: a 30-year] [added: the] estimated useful life for our ships, our most recently delivered vessels’ lives will extend beyond this 2050 date.

We are closely monitoring technology developments [removed: and partnering with organizations on research and development to] [added: which may] support our sustainability [removed: goals and aspirations.][added: goals.]

Our fleet’s engines are capable of [removed: being modified for use with] [added: using] certain alternative fuels and we have completed tests on the use of marine biofuel blends on certain ships in our fleet.

In addition, and in support of our Climate Action Goals, we invest in technologies, including the use of [removed: LNG] [added: liquefied natural gas (“LNG”)] powered cruise ships, the installation of Advanced Air Quality Systems on board our ships to aid in the reduction of sulfur emissions, the use of shore power, enabling ships to use shoreside electric power where available while in port and various other efficiency related upgrades intended to reduce our emissions.

It is uncertain how proposed and possible future regulatory [removed: changes related to the environment and climate change and] [added: changes, as well as] our [removed: aspiration of] [added: 2050] net zero emissions [removed: by 2050,] [added: aspiration,] may impact our ships’ useful lives and residual values [removed: and] [added: as] the impact is dependent on future regulatory actions and technological advances.

Our [removed: 2024] [added: 2025] ship depreciation expense would have increased by approximately:

- [removed: $51] [added: $52] million assuming we had reduced our estimated 30-year ship useful life estimate by one year at the time we took delivery or acquired each of our ships

- [removed: $260] [added: $265] million assuming we had estimated our ships to have no residual value

We believe that the estimates we made for ship accounting purposes are reasonable and our methods are consistently applied in all material respects and result in depreciation expense that is based on a rational and systematic method to equitably allocate [removed: the costs of our ships to the periods during which we use them.]

[removed: -] We believe [removed: the volatility] [added: changes] in the cost of [removed: fuel is] [added: fuel, fluctuations in foreign currency exchange rates and new and evolving regulatory requirements related to the reduction of GHG emissions are] reasonably likely to [removed: continue to] impact our profitability in both the short and long-term.

Governmental [added: and Other] Regulations.

- Access to [added: onboard] amenities such as swimming pools, water slides, water parks, whirlpools, a health club and sun decks

- [removed: Child care] [added: Childcare] and supervised youth programs

| [removed: • Beverage] [added: •Beverage] sales | | | [removed: • Internet] [added: •Internet] and communication services | | |

| [removed: • Casino] [added: •Casino] gaming | | | [removed: • Full service] [added: •Full-service] spas | | |

| [removed: • Shore] [added: •Shore] excursions [added: and experiences] | | | [removed: • Specialty] [added: •Specialty] restaurants | | |

| [removed: • Retail] [added: •Retail] sales | | | [removed: • Art] [added: •Photo] sales | | |

In [removed: 2024,] [added: 2025,] we earned 34% of our cruise revenues from onboard and other revenue goods and services.

- [removed: The costs of passenger cruise bookings,] [added: Commissions, transportation and other,] which include [added: costs of] travel agent commissions, [removed: cost of] air and other transportation, port fees, taxes, and charges that directly vary with guest head counts and credit and debit card fees

- Onboard and [removed: other cruise costs,] [added: other,] which include the costs of beverage sales, [removed: costs of] shore excursions, [removed: costs of] retail sales, internet and [removed: communication costs,] [added: communication,] credit and debit card fees, other onboard costs, [removed: costs of] cruise vacation protection programs and pre- and post-cruise land packages

- Payroll and [removed: related costs,] [added: related,] which include the costs of officers and crew in bridge, engineering and hotel operations.

- [removed: Fuel costs,] [added: Fuel,] which include fuel delivery costs and [removed: European Union Allowance] [added: emission allowance] costs

- [removed: Food costs,] [added: Food,] which include both our guest and crew food costs

- Other [removed: ship] operating expenses, which include port costs that do not vary with guest head counts; repairs and maintenance, including minor improvements and dry-dock expenses; hotel costs; entertainment; gains and losses on ship sales; ship impairments; freight and logistics; insurance [removed: premiums] [added: premiums; tour] and [added: other expenses for our hotel and transportation operations and] all other [removed: ship] operating expenses

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Passenger Cruise Days (“PCDs”) *(in millions)* (a) | | | [removed: 100.5] [added: 101.7] | | | | | | [removed: 91.4] [added: 100.5] | | | | | | [removed: 54.6] [added: 91.4] | | |

| Available Lower Berth Days (“ALBDs”) *(in millions)* (b) (c) | | | [removed: 95.6] [added: 96.5] | | | | | | [removed: 91.3] [added: 95.6] | | | | | | [removed: 72.5] [added: 91.3] | | |

| Occupancy percentage (d) | | | 105 | | % | | | | [removed: 100] [added: 105] | | % | | | | [removed: 75] [added: 100] | | % |

| Passengers carried *(in millions)* | | | [removed: 13.5] [added: 13.6] | | | | | | [removed: 12.5] [added: 13.5] | | | | | | [removed: 7.7] [added: 12.5] | | |

| Fuel consumption in metric tons *(in millions)* | | | [removed: 2.9] [added: 2.8] | | | | | | 2.9 | | | | | | [removed: 2.6] [added: 2.9] | | |

| Fuel consumption in metric tons per thousand ALBDs | | | [removed: 30.9] [added: 29.2] | | | | | | [removed: 32.1] [added: 30.9] | | | | | | [removed: 36.1] [added: 32.1] | | |

| Fuel cost per metric ton consumed (excluding [removed: European Union Allowance)] [added: emission allowances)] | | | $ | [removed: 665] [added: 610] | | | | | $ | [removed: 701] [added: 665] | | | | | $ | [removed: 830] [added: 701] | |

- Record revenues of $26.6 billion

- All-time high operating income of $4.5 billion, up 25% compared to the prior year

- Achieved the highest adjusted return on invested capital (“ROIC”) in 19 years

- Record booking trends with continued strong close-in demand throughout the year

- Ended 2025 with record year-end customer deposits, up nearly 7% year over year

In 2025, we made significant progress strengthening our balance sheet.

In December 2025, we successfully completed our $19 billion refinancing plan in less than a year and reduced total debt by over $10 billion since our peak in January 2023.

In addition, we surpassed our investment grade leverage metric threshold.

These accomplishments enabled us to reinstate our dividend, reflecting both our confidence in the durability of our cash generation and the improvements we have made to our balance sheet.

Looking forward, we are well-positioned to create even greater shareholder value over time as we continue to reinvest in our future.

This will be driven by our focus on driving commercial excellence, disciplined newbuild strategy, our expansion of return-generating ship enhancement initiatives across some of our cruise lines and our exclusive destination development program.

We continue to strengthen our demand generating efforts to position ourselves for success in 2026 and beyond.

Our world-class cruise lines are refining their focus on target markets, sharpening marketing messages and reaching target consumers more efficiently.

We are also enhancing our commercial strategies by leveraging AI to improve marketing effectiveness, deliver personalized experiences and drive efficiency gains across all our cruise lines.

Together, we believe these initiatives will increase same ship revenues, drive margins and returns higher over time and help to close the price-to-value gap we offer versus land-based alternatives.

In 2025, we opened our game-changing new exclusive destination, Celebration Key, Grand Bahama, which has already hosted more than one million guests since its July opening.

We will continue to build on the success of Celebration Key through planned expansions at some of our other Paradise Collection properties, including RelaxAway, Half Moon Cay and Isla Tropicale (formerly Mahogany Bay) in 2026.

In addition, we recently announced the development of Ensenada Bay Village - *Treasures of Baja*.

This destination will showcase the natural beauty of Baja California, Mexico through a blend of adventure, culture and relaxation experiences while benefitting our west coast deployments.

We reached our 2030 goal ahead of schedule, cutting greenhouse gas emissions intensity by over 20% relative to our 2019 baseline.

Separately, our Less Left Over strategy helped reduce food waste by over 47%, edging closer to our 50% target set for 2030.

In addition, we continue to take actions that will strengthen our ability to deliver long-term shareholder value.

We recently announced that our Boards of Directors recommends unifying our dual listed company under a single corporate entity to streamline governance and reporting.

This would also create a single global share price, reduce administrative costs and is expected to increase liquidity and weighting in major U.S. stock indexes.

We are grateful for the efforts of our over 160,000 hard-working and dedicated team members who delivered incredible results this year and have set us up well for another step forward in 2026.

We are pursuing our aspiration of net zero emissions from ship operations by 2050 in line with the IMO’s 2023 Strategy on Reduction of GHG Emissions from Ships.

In December 2025, we completed such review considering the period over which we expect to operate our ships and our long-term plans.

As a result, we determined our ships’ depreciable lives would be extended to 35 years.

In connection with the increase in estimated useful life, we reduced our estimated residual value of each ship to be 5% of our original ship cost for LNG powered ships and a range of salvage values under $25 million for all other ships, depending on the class and tonnage of the ship.

This revision did not have a material impact on our financial statements and has been applied prospectively beginning December 1, 2025.

the costs of our ships to the periods during which we use them.

The impact of this regulation in 2025 and 2024 was $91 million and $46 million, which represented costs associated with 70% and 40% of emissions under the ETS operational scope.

In 2026, all in scope emissions will be impacted.

- Visits to multiple ports, including our portfolio of owned or operated ports and destinations

We do not allocate payroll and related, fuel, food or other operating expenses to the expense categories attributable to passenger ticket revenues or onboard and other revenues since they are incurred to provide the total cruise vacation experience.

- Seabourn 460-passenger capacity ship that left the fleet in September 2024

- P&O Cruises (Australia) 2,000-passenger capacity ship that left the fleet in February 2025

For a comparison of the company’s results of operations for the year ended November 30, 2024 to the year ended November 30, 2023, see “Item 7.

Passenger ticket revenues increased by $956 million, or 5.8%, to $17.4 billion in 2025 from $16.5 billion in 2024.

North America Segment

- Full year revenues hit an all-time high of $25 billion, over 15 percent higher than the prior year

- Seven consecutive quarters of record revenues

- Record full year operating income of $3.6 billion, over 80 percent higher than the prior year

- All-time high cash from operations of almost $6 billion

- Higher ticket prices for 2024 versus 2023 for all of our major cruise lines and onboard spending levels that accelerated sequentially each quarter throughout the year

- Record booking trends and record year-end customer deposits, indicating a continuation of the strong momentum we’ve been experiencing for the last two years

We remain laser focused on further reducing interest expense and rebuilding our investment-grade balance sheet.

During 2024, we made debt prepayments of over $3 billion, bringing our total prepayments to over $7 billion since the beginning of 2023.

Additionally, we have reduced our debt balance by over $8 billion from the peak in January 2023, ending the year with $27.5 billion of debt.

We are delivering long-term value for our shareholders through improved operational execution across our cruise lines.

We ended 2024 with adjusted return on invested capital (“ROIC”) comfortably above our cost of capital.

We welcomed three new ships during 2024: *Carnival Jubilee*, the third of five Excel class vessels for Carnival Cruise Line; *Sun Princess*, Princess Cruises’ next generation flagship which was just awarded Conde Nast Traveler’s 2024 Mega Ship of the year in the U.S.; and *Queen Anne*, Cunard’s first new ship in 14 years.

We have also been focusing on each of our cruise lines’ unique target markets, launching new marketing campaigns across all our brands.

In 2024, both new-to-cruise and repeat guests were each up double-digit percentages and we continue to attract new cruise guests as we work to increase awareness and consideration for cruise travel globally.

We continue to advance our enhanced destination strategy to provide guests with yet another reason to take a cruise vacation with us.

Celebration Key, our new exclusive cruise port destination on Grand Bahama Island, is scheduled to open in the summer of 2025, with an additional pier opening in the fall of 2026.

Its five portals built for fun will further expand our experience offerings with an abundance of features and amenities for our guests.

Celebration Key will be our largest and closest destination in our portfolio, saving fuel costs and reducing greenhouse gas emissions.

In addition, we recently announced plans to enhance Half Moon Cay, our highly rated and award-winning exclusive Bahamian destination.

The enhancements will lean further into this destination’s natural beauty and pristine appeal, reinforcing its new name – RelaxAway, Half Moon Cay.

Featuring a newly constructed pier that is expected to be ready in the summer of 2026, the destination will allow two ships to dock, including Carnival Cruise Line’s largest ships that will be able to visit for the first time.

We believe developing and promoting these unique assets will help us cast the net wider and capture even more new-to-cruise demand.

We reduced our greenhouse gas emission intensity by approximately 17.5 percent compared to 2019, on track to achieve our targeted reduction of 20 percent by the end of 2026, a goal that was previously pulled forward by four years.

We have also lowered our absolute greenhouse gas emissions by almost 10 percent since 2019, despite capacity growth of over nine percent over the same period.

During the pause of our guest cruise operations, we disposed of ships for amounts significantly below their book values.

Management estimates that this trend will continue to normalize in the coming years.

The IMO’s 2023 Strategy on Reduction of GHG Emissions from Ships (“IMO Strategy”) strives to peak GHG emissions from international shipping as soon as possible and to reach net zero GHG emissions on a well-to-wake basis by or around 2050.

The IMO Strategy includes checkpoints in 2030 and 2040 that seek reductions in the absolute GHG emissions from international shipping by at least 20% and 70%, respectively, compared to 2008.

It also includes a target of a 40% reduction in CO2 emissions intensity by 2030 compared to 2008.

The EU has also proposed several regulations that will likely impact the cost of fossil fuels and has recently adopted the inclusion of maritime shipping in the EU’s Emissions Trading System.

We have established Climate Action Goals, which include a GHG intensity reduction goal of 20% by 2030 from the 2019 baseline and we are pursuing our aspiration of net zero emissions by 2050.

As of November 30, 2024, management concluded that there were no changes in our ship useful lives and residual value estimates.

Valuation of Ships

We review our ships for impairment whenever events or changes in circumstances indicate that the carrying value of a ship may not be recoverable.

When an impairment review is appropriate, such as an expected sale of a ship before the end of its useful life, impairment reviews of our ships require us to make significant estimates.

We evaluate ship asset impairments at the individual ship level which is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

If estimated future cash flows are less than the carrying value of a ship, an impairment charge is recognized to the extent its carrying value exceeds its estimated fair value.

The estimation of a ship’s fair value includes numerous assumptions that are subject to various risks and uncertainties.

The principal assumption used in determining the fair value of our ships tested for impairment in 2022 was the estimated sales proceeds.

We determined the fair value of these ships based on their respective estimated selling values, for those ships expected to be disposed of, or estimated discounted future cash flows and comparable market transactions.

| USD to 1: | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| AUD | | | $ | 0.65 | | | | | $ | [removed: 0.66] [added: 0.65] | |

| CAD | | | $ | [removed: 0.71] [added: 0.72] | | | | | $ | [removed: 0.74] [added: 0.71] | |

| EUR | | | $ | [removed: 1.06] [added: 1.16] | | | | | $ | [removed: 1.10] [added: 1.06] | |

| GBP | | | $ | [removed: 1.27] [added: 1.32] | | | | | $ | 1.27 | |

If the November 30, [removed: 2023] [added: 2024] currency exchange rates had been used to translate our November 30, [removed: 2024] [added: 2025] non-U.S. dollar functional currency operations’ assets and liabilities (instead of the November 30, [removed: 2024] [added: 2025] U.S. dollar exchange rates), our total assets would have been [removed: higher] [added: lower] by [removed: $468 million] [added: $1.4 billion] and our total liabilities would have been higher by [removed: $408 million.][added: $1.3 billion.]

At November 30, [removed: 2024,] [added: 2025,] our newbuild currency exchange rate risk primarily relates to euro-denominated newbuild contract payments, which represent a total commitment of [removed: $8.6] [added: $8.4] billion and relate to newbuilds scheduled to be delivered to non-euro functional currency brands.

Based on a 1% change in euro to U.S. dollar exchange rates as of November 30, [removed: 2024,] [added: 2025,] the remaining cost of these ships would have a corresponding change of [removed: $86] [added: $84] million.

The composition of our [removed: debt, interest rate swaps and cross currency swaps] [added: debt] was as follows:

| Fixed rate | | | [removed: 60] [added: 54] | | % |

| EUR fixed rate | | | [removed: 23] [added: 31] | | % |

| Floating rate | | | [removed: 7] [added: 5] | | % |

Based on a 100 basis point change in the market interest rates, our annual interest expense on floating rate [removed: debt, including the effect of our interest rate swaps, will] [added: debt would] change by approximately [removed: $48] [added: $42] million.

| | | | November 30, 2025 | | |

| | | | November 30, 2024 | | |

At November 30, 2024, we had an interest rate swap that effectively changed $11 million of EURIBOR-based floating rate euro debt to fixed rate euro debt.

We also had interest rate swap agreements which effectively changed $1.0 billion at November 30, 2024 of SOFR-based floating rate USD debt to fixed rate USD debt.

Carnival Corporation and Carnival plc operate a dual listed company [removed: (“DLC”),] whereby the businesses of Carnival Corporation and Carnival plc are combined through a number of contracts and through provisions in Carnival Corporation’s Articles of Incorporation and By-Laws and Carnival plc’s Articles of Association.

Together with their consolidated subsidiaries, Carnival Corporation and Carnival plc are referred to collectively in this Form 10-K as “Carnival Corporation & plc,” “company,” “our,” “us” and “we.” We are the largest global cruise company, and among the largest leisure travel companies, with a portfolio of world-class cruise lines - AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O [removed: Cruises (Australia), P&O Cruises (UK),] [added: Cruises,] Princess Cruises and Seabourn.

During [removed: 2024, we announced that] [added: 2025,] we [removed: will] sunset the P&O Cruises (Australia) brand and [removed: fold] [added: folded] its Australia operations into Carnival Cruise [removed: Line in March 2025.][added: Line.]

II.Purpose & Mission, [removed: Vision,] [added: Core] Values and Priorities

[removed: Culture Essentials (our Core Values)][added: Core Values]

Ensure each of our world-class [removed: brands] [added: cruise lines] owns its space in the vacation [removed: market by delivering extraordinary experiences tailored to its guests.][added: market.]

[removed: Become travel and leisure’s] [added: Be Travel & Leisure’s] employer of choice.

[removed: Maintain our commitment] [added: Stay committed] to [removed: seek] excellence in compliance, environmental protection and [removed: in looking after] the [removed: safety, health and] well-being of every life we touch.

Achieving our [removed: purpose & mission depends on] [added: Purpose and Mission starts with] being [removed: good] [added: responsible] corporate citizens and [added: strong] stewards of [removed: the environment.][added: our planet.]

The contemporary experience appeals to a broad segment of the cruise vacation industry, including families with children of all ages, features a variety of activities and entertainment venues and [removed: historically] [added: generally] includes cruises that last seven days or less.

The premium experience emphasizes quality, comfort, style and more [removed: destination-focused] [added: varied] itineraries.

| | | | | | | Passenger Capacity as of December 31 [removed: (a) (b)] [added: (a)] | | | | | | | | |

| Calendar Year | | | | | | Global Cruise Industry [removed: (c)] [added: (b)] | | | | | | Carnival Corporation & plc | | |

[removed: (b)In] [added: (a)In] accordance with cruise industry practice, passenger capacity is calculated based on the assumption of two passengers per cabin even though some cabins can accommodate three or more passengers.

[removed: (c)Global] [added: (b)Global] cruise industry data was obtained from Cruise Industry News.

Based on [removed: 2024] [added: 2025] Cruise Industry News statistics, as of December 31, [removed: 2024,] [added: 2025,] we, along with our principal cruise competitors Royal Caribbean Group, Norwegian Cruise Line Holdings, Ltd. and MSC Cruises, represented approximately 80% of the cruise industry capacity.

| North America [removed: and Australia (“NAA”)] Segment | | | | | | | | | | | | | | | | | | | | | | | |

| Carnival Cruise Line | | | [removed: 89,100] [added: 94,340] | | | [removed: (a)] | | | | | | | | | [removed: 33] [added: 35] | | % | | | | [removed: 27] [added: 29] | | |

| Princess Cruises | | | [removed: 50,580] [added: 54,890] | | | | | | | | | | | | [removed: 19] [added: 20] | | % | | | | [removed: 16] [added: 17] | | |

| Holland America Line | | | [removed: 22,920] [added: 23,030] | | | | | | | | | | | | 8 | | % | | | | 11 | | |

| Seabourn | | | 2,640 | | | [added: (a)] | | | | | | | | | 1 | | % | | | | 6 | | |

| Costa Cruises (“Costa”) | | | 31,140 | | | [added: (b)] | | | | | | | | | [removed: 12] [added: 11] | | % | | | | 9 | | |

| AIDA Cruises (“AIDA”) | | | [removed: 32,280] [added: 32,270] | | | | | | | | | | | | 12 | | % | | | | 11 | | |

| P&O Cruises [removed: (UK)] | | | 24,300 | | | | | | | | | | | | 9 | | % | | | | 7 | | |

As of November 30, [removed: 2024,] [added: 2025,] we have a total of [removed: six] [added: seven] cruise ships expected to be delivered through 2033.

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

Intimate ships with a yacht-like [removed: atmosphere,] [added: atmosphere] allow guests to discover the unexpected—about the world and about themselves.

[removed: ][added: ]

[removed: ][added: ]

AIDA [removed: inspires] [added: delights] guests with excellent service and a variety of extraordinary experiences.

[removed: ][added: ]

P&O Cruises [removed: (UK)] is Britain’s largest cruise line and its heritage can be traced back over 185 years.

P&O Cruises [removed: (UK)] welcomes guests to extraordinary travel experiences designed in a distinctively British way - through a blend of discovery, relaxation and exceptional service catered towards British tastes.

P&O [removed: Cruises (UK)’s] [added: Cruises’] fleet of premium ships deliver authentic travel experiences around the [removed: globe,] [added: world,] combining [removed: style, quality] [added: style] and [removed: innovation] [added: quality] with a sense of occasion and attention to detail, to create a truly memorable holiday.

[removed: ][added: ]

For [removed: nearly] 185 years, the iconic Cunard fleet has perfected the timeless art of luxury ocean travel.

A pioneer in transatlantic [removed: journeys] [added: crossings] and World Voyages, its destinations also include Europe, the Caribbean and Alaska.

Following a review of the corporate structure, the Boards of Directors of Carnival Corporation and Carnival plc recommended unifying the dual listed company under a single corporate entity, Carnival Corporation, listed solely on the New York Stock Exchange, with Carnival plc as its wholly-owned UK subsidiary.

Under this plan, Carnival plc shareholders would receive Carnival Corporation shares on a one-for-one basis, and Carnival plc shares and American Depositary Receipts would be de-listed from both the London Stock Exchange and the New York Stock Exchange, respectively.

Carnival Corporation also proposes shifting its legal incorporation from Panama to Bermuda under the name Carnival Corporation Ltd., a jurisdiction widely recognized and aligned with international financial standards.

There will be no material changes to the company’s business fundamentals, including strategy, underlying assets and operations or to the company’s commitment to the vital UK market.

The unification and legal incorporation in Bermuda are expected to preserve key shareholder voting and economic rights.

These proposals will be subject to certain conditions, including the approval of shareholders and receipt of regulatory and UK court approvals.

Carnival Corporation and Carnival plc intend to hold meetings of shareholders in April 2026 to consider the proposals.

Subject to shareholders approving the proposals and the remaining conditions being satisfied, the company intends to complete the unification and legal incorporation in Bermuda in the second quarter of 2026.

More information on the proposed unification and legal incorporation in Bermuda will be included in materials Carnival Corporation and Carnival plc expect to file with the Securities and Exchange Commission (“SEC”), which will be available without charge on the SEC’s website.

- Listen & Learn - We listen—actively and inclusively—to make better decisions and learn from our successes and failures.

- Speak Up - We can respectfully share ideas, feedback, concerns and questions with confidence.

- Respect & Protect - We protect what matters—our people, our company and our planet—treating everyone with dignity and respect.

- Always Improving - We always try to do our jobs better and innovate to drive the business forward.

- Better Together - We work collaboratively as a team to successfully deliver on our purpose, mission and goals.

- Guest Obsessed - We put our guests front and center, delighting them at every opportunity.

Different travelers seek different vacation experiences.

That is why our portfolio of world-class cruise lines gives us such a powerful competitive advantage.

With eight distinctive cruise lines operating around the globe, each brand has the opportunity to stand out with a clear, compelling identity that attracts its own unique profile of new and loyal guests.

When we market those differences distinctly and deliver on them throughout the journey, we unlock higher levels of guest satisfaction, drive stronger bookings and demand and generate increased pricing power.

Our team members are the heart of the unforgettable happiness we deliver to over 13.5 million guests each year.

With a team of more than 160,000 individuals from approximately 150 countries, we proudly reflect the cultural richness of our guests and the global community.

We intentionally cultivate a workplace environment where everyone feels welcomed, included, supported and empowered to succeed, reinforcing our ambition to be the world’s number‑one choice for hospitality, travel and leisure careers.

That means preserving our environment, caring for our guests, our communities and our team, upholding the laws that govern our business and holding ourselves to the highest standards.

Execute our sustainability roadmap.

We are privileged to explore remarkable cultures and environments around the world—and it is our shared responsibility to honor and help preserve them.

Without the thriving communities, healthy oceans and stunning places we visit, we could not deliver our Purpose and Mission or achieve our other priorities.

That is why it is imperative that we continue to reduce our fuel consumption and carbon footprint, advance a circular economy and strengthen shared‑value partnerships with the communities we sail to and from.

Further strengthen our balance sheet while delivering outsized shareholder returns.

Several years of exceptional performance has significantly strengthened our financial fitness—reducing debt, achieving strong profitability and double‑digit ROIC, surpassing the investment grade threshold and reinstating our dividend.

We are fortifying our position through disciplined cost control and continued deleveraging.

At the same time, our measured investments in newbuilds, major ship midlife refurbishment enhancements across our cruise lines and destination development, and continued focus on commercial excellence, are setting the stage for substantial long‑term growth and value creation.

| 2025 | | | | | | 764,310 | | | | | | 272,460 | | |

The global cruise industry is a relatively small part of the global vacation market.

| | | | November 30, 2025 | | | | | | | | | | | | | | | | | | | | |

| | | | 174,910 | | | | | | | | | | | | 64 | | % | | | | 63 | | |

| | | | 97,470 | | | | | | | | | | | | 36 | | % | | | | 31 | | |

| | | | 272,380 | | | | | | | | | | | | 100 | | % | | | | 94 | | |

(a)Includes *Seabourn Sojourn* which is expected to leave the fleet in May 2026.

(b)Includes *Costa Fortuna* which is expected to leave the fleet in September 2026.

| AIDA | | | | | | | | | | | |

Vision

As the global leader in the cruise industry, we will lead the way in innovative and sustainable cruising to deliver memorable vacations and build borderless connections.

- Speak Up - Our voice is our strength.

Every one of us, regardless of level or role, speaks up when we have questions, comments, concerns, or new ideas.

If we see something wrong or that does not seem right, we say something and trust our voices will be heard without fear of retaliation.

- Respect & Protect - The health, safety and well-being of our people and the planet are vital.

We choose to take decisive actions to respect and protect every life we touch, the places we sail and the laws that govern us.

- Empower - We and our team members have the time, tools and support we need to do our best work.

We are empowered to take personal ownership and accountability to succeed, and we take pride in our work.

- Improve - Our business is built on forward motion.

We have the courage to dream big, driving innovation and continuous improvement in guest and team member experiences, operations, compliance, sustainability and beyond.

- Listen & Learn - We listen actively and seek to understand before responding, because the more perspectives we have, the better decisions we make.

We value and respect the words and ideas of others, keeping an open mind, and learning from our successes and failures.

- Communicate - We openly share our knowledge, skills and information across brands, functions and the entire company to further our collective success.

Together we champion our purpose & mission, vision, values and company priorities.

We understand vacation expectations and preferences vary widely among our diverse audience of potential guests.

To fulfill our purpose & mission, and in the process achieve outstanding guest satisfaction levels, industry-leading demand and improved pricing, each of our brands must carve out a distinct identity for delivering cruise experiences.

Our brands must effectively market their uniqueness to existing and potential guests and deliver on their promise across the entire guest journey.

We celebrate our diverse team of over 160,000 team members representing approximately 150 countries and are committed to providing a welcoming and inclusive environment where people from different backgrounds, experiences and walks of life can succeed.

We care deeply for our team members and must always cultivate an atmosphere of openness, respect and trust.

We know our team members are at the heart of inspiring unforgettable happiness, so we strive to be the world’s number-one choice for hospitality, travel and leisure careers.

Safeguarding the planet we call home, our guests, the communities we serve, and our Carnival family, and complying with the laws and regulations that govern our business, is vital to our success.

Set the pace with the industry’s smartest solutions that deliver on our sustainability roadmap to 2030.

Our earth, ecosystem and environment are vital to our success.

Without the incredible communities and scenic spaces we operate in, our purpose & mission of inspiring unforgettable happiness would be impossible.

We are determined to lead the way in sustainable cruising by promoting positive climate action, contributing to a circular economy, partnering with the communities we sail to and from and reducing our environmental footprint.

To do this, we are investing in technology upgrades and fleet improvements, piloting alternative fuel types and optimizing itineraries.

Strengthen our balance sheet and deliver long-term shareholder value.

In recent years, travel and leisure has endured volatility unlike anything seen in modern history, including unique obstacles that disproportionately affected the cruise industry.

With our operations now at full strength and the continued support of our guests, team members, investors and other stakeholders, we are focused on our financial fitness.

We are determined to drive revenue, operate effectively and efficiently at scale, generate record levels of cash from operations and invest our capital wisely.

We believe this will allow us to responsibly reduce our debt over time, improve our return on invested capital as well as return to investment-grade leverage metrics.

| 2021 | | | | | | 636,270 | | | | | | 253,950 | | |

| 2022 | | | | | | 663,970 | | | | | | 259,060 | | |

| 2025 | | | | | | 777,700 | | | | | | 272,380 | | |

| 2026 | | | | | | 801,450 | | | | | | 272,380 | | |

| 2027 | | | | | | 823,630 | | | | | | 277,710 | | |

(a)2025-2027 data is estimated based on announced newbuilds and ship retirements.

| | | | November 30, 2024 | | | | | | | | | | | | | | | | | | | | |

| P&O Cruises (Australia) | | | 7,230 | | | (a) | | | | | | | | | 3 | | % | | | | 3 | | |

The legal proceedings described in Note 6 [removed: –] [added: -] “Contingencies”, are shown in Part II, Item 8.

On May 31, 2023, we received a summons from the Australia Federal Prosecution Service indicating that formal charges [removed: are being] [added: would be] pursued against Princess Cruises and the Captain of the vessel.

On November 17, 2025, Princess Cruises entered a guilty plea, and the charges against the Captain were accordingly dismissed.

The Magistrates Court of Queensland imposed an immaterial fine against Princess Cruises.

This matter is now concluded.

On June 23, 2022, the UK P&I Club N.V. provided a letter of undertaking for approximately $1.9 million (being the estimated maximum combined penalty).

We believe the ultimate outcome will not have a material impact on our consolidated financial statements.

For the fiscal year ended November 30, [removed: 2024] [added: 2025] or

| Carnival Corporation | | | | | | | | | ] [added: logo.jpg](https://www.sec.gov/Archives/edgar/data/815097/000081509726000007/ccl-20251130_g1.jpg)] | | | Carnival plc | | | | | | | | |

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold was [removed: $15.6] [added: $25.1] billion as of the last business day of the registrant’s most recently completed second fiscal quarter.

At January 13, [removed: 2025,] [added: 2026,] Carnival Corporation had outstanding [removed: 1,164,202,729] [added: 1,236,706,612] shares of its Common Stock, $0.01 par value.

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold was [removed: $2.6] [added: $3.9] billion as of the last business day of the registrant’s most recently completed second fiscal quarter.

At January 13, [removed: 2025,] [added: 2026,] Carnival plc had outstanding [removed: 187,687,583] [added: 188,486,684] Ordinary Shares $1.66 par value, one Special Voting Share GBP 1.00 par value and [removed: 1,164,202,729] [added: 1,236,706,612] Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.

Portions of the [removed: 2025] [added: 2026] joint definitive Proxy Statement are incorporated by reference into Part III of this report.

FOR THE FISCAL YEAR ENDED NOVEMBER 30, [removed: 2024][added: 2025]

| Item 1. | | | [removed: [Business](#if0832f3907c34054b57398e78533d96b_13)] [added: [Business](#i9994e668d89640489d3991edbf7a9305_13)] | | | [removed: [5](#if0832f3907c34054b57398e78533d96b_13)] [added: [4](#i9994e668d89640489d3991edbf7a9305_13)] | | |

| | | | [B. Global Cruise [removed: Industry](#if0832f3907c34054b57398e78533d96b_19)] [added: Industry](#i9994e668d89640489d3991edbf7a9305_19)] | | | [removed: [6](#if0832f3907c34054b57398e78533d96b_19)] [added: [5](#i9994e668d89640489d3991edbf7a9305_19)] | | |

| | | | [C. Our Global Cruise [removed: Business](#if0832f3907c34054b57398e78533d96b_31)] [added: Business](#i9994e668d89640489d3991edbf7a9305_31)] | | | [removed: [8](#if0832f3907c34054b57398e78533d96b_31)] [added: [6](#i9994e668d89640489d3991edbf7a9305_31)] | | |

[removed: | | | | [X. Port Destinations] [added: *•Our investments in port destinations] and [removed: Exclusive Islands](#if0832f3907c34054b57398e78533d96b_64) | | | [13](#if0832f3907c34054b57398e78533d96b_64) | | |][added: exclusive islands may expose us to additional risks.*]

| | | | [D. Website Access to Carnival Corporation & plc SEC [removed: Reports](#if0832f3907c34054b57398e78533d96b_106)] [added: Reports](#i9994e668d89640489d3991edbf7a9305_103)] | | | [removed: [26](#if0832f3907c34054b57398e78533d96b_106)] [added: [21](#i9994e668d89640489d3991edbf7a9305_103)] | | |

| | | | [E. Industry and Market [removed: Data](#if0832f3907c34054b57398e78533d96b_109)] [added: Data](#i9994e668d89640489d3991edbf7a9305_106)] | | | [removed: [26](#if0832f3907c34054b57398e78533d96b_109)] [added: [21](#i9994e668d89640489d3991edbf7a9305_106)] | | |

| Item 1A. | | | [Risk [removed: Factors](#if0832f3907c34054b57398e78533d96b_112)] [added: Factors](#i9994e668d89640489d3991edbf7a9305_109)] | | | [removed: [26](#if0832f3907c34054b57398e78533d96b_112)] [added: [22](#i9994e668d89640489d3991edbf7a9305_109)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#if0832f3907c34054b57398e78533d96b_118)] [added: Comments](#i9994e668d89640489d3991edbf7a9305_118)] | | | [removed: [31](#if0832f3907c34054b57398e78533d96b_118)] [added: [27](#i9994e668d89640489d3991edbf7a9305_118)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#if0832f3907c34054b57398e78533d96b_1820)] [added: [Cybersecurity](#i9994e668d89640489d3991edbf7a9305_121)] | | | [removed: [31](#if0832f3907c34054b57398e78533d96b_1820)] [added: [27](#i9994e668d89640489d3991edbf7a9305_121)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#if0832f3907c34054b57398e78533d96b_124)] [added: Proceedings](#i9994e668d89640489d3991edbf7a9305_130)] | | | [removed: [33](#if0832f3907c34054b57398e78533d96b_124)] [added: [29](#i9994e668d89640489d3991edbf7a9305_130)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#if0832f3907c34054b57398e78533d96b_127)] [added: Disclosures](#i9994e668d89640489d3991edbf7a9305_133)] | | | [removed: [33](#if0832f3907c34054b57398e78533d96b_127)] [added: [29](#i9994e668d89640489d3991edbf7a9305_133)] | | |

| Item 5. | | | [Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if0832f3907c34054b57398e78533d96b_130)] [added: Securities](#i9994e668d89640489d3991edbf7a9305_136)] | | | [removed: [34](#if0832f3907c34054b57398e78533d96b_130)] [added: [29](#i9994e668d89640489d3991edbf7a9305_136)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if0832f3907c34054b57398e78533d96b_136)] [added: Operations](#i9994e668d89640489d3991edbf7a9305_142)] | | | [removed: [37](#if0832f3907c34054b57398e78533d96b_136)] [added: [33](#i9994e668d89640489d3991edbf7a9305_142)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if0832f3907c34054b57398e78533d96b_148)] [added: Risk](#i9994e668d89640489d3991edbf7a9305_151)] | | | [removed: [46](#if0832f3907c34054b57398e78533d96b_148)] [added: [42](#i9994e668d89640489d3991edbf7a9305_151)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#if0832f3907c34054b57398e78533d96b_151)] [added: Data](#i9994e668d89640489d3991edbf7a9305_154)] | | | [removed: [48](#if0832f3907c34054b57398e78533d96b_151)] [added: [44](#i9994e668d89640489d3991edbf7a9305_154)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i46d789f4654a4bf488fd618145558d6b_106)] [added: Disclosure](#i46f2829838ae4524a2a88177719f4eb3_105)] | | | [removed: [86](#i46d789f4654a4bf488fd618145558d6b_106)] [added: [82](#i9994e668d89640489d3991edbf7a9305_250)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#if0832f3907c34054b57398e78533d96b_256)] [added: Procedures](#i9994e668d89640489d3991edbf7a9305_253)] | | | [removed: [86](#if0832f3907c34054b57398e78533d96b_256)] [added: [82](#i9994e668d89640489d3991edbf7a9305_253)] | | |

| Item 9B. | | | [Other [removed: Information](#if0832f3907c34054b57398e78533d96b_259)] [added: Information](#i9994e668d89640489d3991edbf7a9305_256)] | | | [removed: [86](#if0832f3907c34054b57398e78533d96b_259)] [added: [82](#i9994e668d89640489d3991edbf7a9305_256)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#if0832f3907c34054b57398e78533d96b_262)] [added: Inspections](#i9994e668d89640489d3991edbf7a9305_259)] | | | [removed: [86](#if0832f3907c34054b57398e78533d96b_262)] [added: [82](#i9994e668d89640489d3991edbf7a9305_259)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#if0832f3907c34054b57398e78533d96b_265)] [added: Governance](#i9994e668d89640489d3991edbf7a9305_262)] | | | [removed: [87](#if0832f3907c34054b57398e78533d96b_265)] [added: [83](#i9994e668d89640489d3991edbf7a9305_262)] | | |

| Item 11. | | | [Executive [removed: Compensation](#if0832f3907c34054b57398e78533d96b_268)] [added: Compensation](#i9994e668d89640489d3991edbf7a9305_265)] | | | [removed: [88](#if0832f3907c34054b57398e78533d96b_268)] [added: [84](#i9994e668d89640489d3991edbf7a9305_265)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if0832f3907c34054b57398e78533d96b_271)] [added: Matters](#i9994e668d89640489d3991edbf7a9305_268)] | | | [removed: [88](#if0832f3907c34054b57398e78533d96b_271)] [added: [84](#i9994e668d89640489d3991edbf7a9305_268)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if0832f3907c34054b57398e78533d96b_274)] [added: Independence](#i9994e668d89640489d3991edbf7a9305_271)] | | | [removed: [89](#if0832f3907c34054b57398e78533d96b_274)] [added: [85](#i9994e668d89640489d3991edbf7a9305_271)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#if0832f3907c34054b57398e78533d96b_274)] [added: Services](#i9994e668d89640489d3991edbf7a9305_271)] | | | [removed: [89](#if0832f3907c34054b57398e78533d96b_274)] [added: [85](#i9994e668d89640489d3991edbf7a9305_271)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#if0832f3907c34054b57398e78533d96b_277)] [added: Schedules](#i9994e668d89640489d3991edbf7a9305_274)] | | | [removed: [89](#if0832f3907c34054b57398e78533d96b_277)] [added: [85](#i9994e668d89640489d3991edbf7a9305_274)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#if0832f3907c34054b57398e78533d96b_280)] [added: Summary](#i9994e668d89640489d3991edbf7a9305_277)] | | | [removed: [96](#if0832f3907c34054b57398e78533d96b_280)] [added: [92](#i9994e668d89640489d3991edbf7a9305_277)] | | |

Some of the statements, estimates or projections contained in this document are “forward-looking statements” that involve risks, uncertainties and assumptions with respect to us, including [removed: some] statements concerning future results, operations, [added: strategy,] outlooks, plans, goals, reputation, cash flows, liquidity and other events which have not yet occurred.

Forward-looking statements [removed: include those] [added: include, but are not limited to,] statements that relate to our outlook and financial [removed: position including, but not limited to,] [added: position, as well as,] statements regarding:

| [removed: •Pricing | | |] •Goodwill, ship and trademark fair values | | | [added: •The proposed unification and redomiciliation transactions | | |]

| [removed: •Booking levels] [added: •Pricing] | | | •Liquidity and credit ratings | | |

| [removed: •Occupancy] [added: •Booking levels] | | | •Investment grade leverage metrics | | |

*•Events and conditions around the world, including geopolitical uncertainty, war and other military actions, pandemics, inflation, higher [removed: fuel prices, higher] interest rates and other general concerns impacting the ability or desire of people to travel could lead to a decline in demand for cruises as well as have significant negative impacts on our financial condition and operations.*

| | | | [A. Overview](#i9994e668d89640489d3991edbf7a9305_13) | | | [4](#i9994e668d89640489d3991edbf7a9305_13) | | |

| Item 2. | | | [Properties](#i9994e668d89640489d3991edbf7a9305_124) | | | [29](#i9994e668d89640489d3991edbf7a9305_124) | | |

| Item 6. | | | [Reserved](#i9994e668d89640489d3991edbf7a9305_139) | | | [32](#i9994e668d89640489d3991edbf7a9305_139) | | |

| •Occupancy | | | •Dividends | | |

*•Adverse weather conditions or an increase in the frequency and/or severity of adverse weather conditions could have a material impact on our business and results of operations.*

Our financial condition and operations could be adversely impacted if we are unable to service our debt or satisfy our covenants.*

*•Factors associated with sustainability and the impact of greenhouse gases (“GHG”) and other emissions on the environment could have a material impact on our business and operating results.*

*•We may not successfully complete the proposed unification of our dual listed company (“DLC”) structure and the migration of Carnival Corporation’s legal incorporation to Bermuda, or, if we do, we may not realize the anticipated benefits and will be subject to Bermuda law, which differs in some respects compared to our current jurisdictions.*

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | [A. Overview](#if0832f3907c34054b57398e78533d96b_13) | | | [5](#if0832f3907c34054b57398e78533d96b_13) | | |

| | | | [I. Summary](#if0832f3907c34054b57398e78533d96b_13) | | | [5](#if0832f3907c34054b57398e78533d96b_13) | | |

| | | | [I](#if0832f3907c34054b57398e78533d96b_16)[I](#if0832f3907c34054b57398e78533d96b_16)[.](#if0832f3907c34054b57398e78533d96b_16) [Purpose & Mission,](#if0832f3907c34054b57398e78533d96b_16) [Vision,](#if0832f3907c34054b57398e78533d96b_16) [Values and Priorities](#if0832f3907c34054b57398e78533d96b_16) | | | [5](#if0832f3907c34054b57398e78533d96b_16) | | |

| | | | [I. Overview](#if0832f3907c34054b57398e78533d96b_19) | | | [6](#if0832f3907c34054b57398e78533d96b_19) | | |

| | | | [II. Passenger Capacity by Ocean Going Vessels](#if0832f3907c34054b57398e78533d96b_25) | | | [7](#if0832f3907c34054b57398e78533d96b_25) | | |

| | | | [III. Competition](#if0832f3907c34054b57398e78533d96b_28) | | | [7](#if0832f3907c34054b57398e78533d96b_28) | | |

| | | | [I. Segment](#if0832f3907c34054b57398e78533d96b_31) [and Brand](#if0832f3907c34054b57398e78533d96b_31) [Information](#if0832f3907c34054b57398e78533d96b_31) | | | [8](#if0832f3907c34054b57398e78533d96b_31) | | |

| | | | [II. Ships Under Contract for Construction](#if0832f3907c34054b57398e78533d96b_37) | | | [8](#if0832f3907c34054b57398e78533d96b_37) | | |

| | | | [I](#if0832f3907c34054b57398e78533d96b_40)[II](#if0832f3907c34054b57398e78533d96b_40)[.](#if0832f3907c34054b57398e78533d96b_40) [Descriptions of](#if0832f3907c34054b57398e78533d96b_40) [Cruise Brands](#if0832f3907c34054b57398e78533d96b_40) | | | [9](#if0832f3907c34054b57398e78533d96b_40) | | |

| | | | [I](#if0832f3907c34054b57398e78533d96b_46)[V](#if0832f3907c34054b57398e78533d96b_46)[.](#if0832f3907c34054b57398e78533d96b_46) [Trademarks and Other Intellectual Property](#if0832f3907c34054b57398e78533d96b_46) | | | [10](#if0832f3907c34054b57398e78533d96b_46) | | |

| | | | [V.](#if0832f3907c34054b57398e78533d96b_49) [Passengers Carried](#if0832f3907c34054b57398e78533d96b_49) [by](#if0832f3907c34054b57398e78533d96b_49) [](#if0832f3907c34054b57398e78533d96b_49)[Principal Source Geographic Areas](#if0832f3907c34054b57398e78533d96b_49) | | | [11](#if0832f3907c34054b57398e78533d96b_49) | | |

| | | | [VI. Cruise Programs](#if0832f3907c34054b57398e78533d96b_52) | | | [11](#if0832f3907c34054b57398e78533d96b_52) | | |

| | | | [VII. Cruise Pricing and Payment Terms](#if0832f3907c34054b57398e78533d96b_55) | | | [11](#if0832f3907c34054b57398e78533d96b_55) | | |

| | | | [VIII. Seasonality](#if0832f3907c34054b57398e78533d96b_58) | | | [12](#if0832f3907c34054b57398e78533d96b_58) | | |

| | | | [IX. Onboard and Other Revenues](#if0832f3907c34054b57398e78533d96b_61) | | | [12](#if0832f3907c34054b57398e78533d96b_61) | | |

| | | | [XI. Marketing Activities](#if0832f3907c34054b57398e78533d96b_67) | | | [13](#if0832f3907c34054b57398e78533d96b_67) | | |

| | | | [XII. Sales Channels](#if0832f3907c34054b57398e78533d96b_70) | | | [13](#if0832f3907c34054b57398e78533d96b_70) | | |

| | | | [XIII. Suppl](#if0832f3907c34054b57398e78533d96b_73)[iers](#if0832f3907c34054b57398e78533d96b_73) | | | [14](#if0832f3907c34054b57398e78533d96b_73) | | |

| | | | [XIV. Human Capital Management and Employees](#if0832f3907c34054b57398e78533d96b_76) | | | [14](#if0832f3907c34054b57398e78533d96b_76) | | |

| | | | [X](#if0832f3907c34054b57398e78533d96b_79)[V](#if0832f3907c34054b57398e78533d96b_79)[. Ethics and Compliance](#if0832f3907c34054b57398e78533d96b_79) | | | [15](#if0832f3907c34054b57398e78533d96b_79) | | |

| | | | [XV](#if0832f3907c34054b57398e78533d96b_91)[I. Insurance](#if0832f3907c34054b57398e78533d96b_91) | | | [15](#if0832f3907c34054b57398e78533d96b_91) | | |

| | | | [XV](#if0832f3907c34054b57398e78533d96b_94)[II. Taxation](#if0832f3907c34054b57398e78533d96b_94) | | | [16](#if0832f3907c34054b57398e78533d96b_94) | | |

| | | | [X](#if0832f3907c34054b57398e78533d96b_97)[VII](#if0832f3907c34054b57398e78533d96b_97)[I](#if0832f3907c34054b57398e78533d96b_97)[. Governmental Regulations](#if0832f3907c34054b57398e78533d96b_97) | | | [18](#if0832f3907c34054b57398e78533d96b_97) | | |

| | | | [X](#if0832f3907c34054b57398e78533d96b_100)[I](#if0832f3907c34054b57398e78533d96b_100)[X](#if0832f3907c34054b57398e78533d96b_100)[. Sustainability](#if0832f3907c34054b57398e78533d96b_100) | | | [24](#if0832f3907c34054b57398e78533d96b_100) | | |

| Item 2. | | | [Properties](#if0832f3907c34054b57398e78533d96b_121) | | | [33](#if0832f3907c34054b57398e78533d96b_121) | | |

| Item 6. | | | [Reserved](#if0832f3907c34054b57398e78533d96b_133) | | | [36](#if0832f3907c34054b57398e78533d96b_133) | | |

- *Factors associated with climate change, including evolving and increasing regulations, increasing global concern about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and increasing frequency and/or severity of adverse weather conditions could have a material impact on our business.*

*impact our business operations and the satisfaction of our guests.*

- *We require a significant amount of cash to service our debt and sustain our operations.

- *Our substantial debt could adversely affect our financial health and operating flexibility.*

Additionally, many of these risks and uncertainties are currently, and in the future may continue to be, amplified by our substantial debt balance incurred during the pause of our guest cruise operations.

We continue to invest in our information technology, operational technology and cybersecurity programs to layer in [removed: the right mix of] risk-based controls to protect against evolving threats.

As of November 30, [removed: 2024,] [added: 2025,] we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of our operations, or financial condition.

For additional information on the risks from cybersecurity threats and the potential related impacts on the company, refer to Operational Risk Factor [removed: f.][added: “e”.]

Our [added: Global] Chief Information Security Officer (“CISO”) leads our worldwide efforts in cybersecurity risk reduction and regulatory compliance.

Our headquarters and principal shoreside operations are located in owned/leased office buildings in Miami, Florida and in Southampton, England.

We also own and/or lease a number of other offices across the U.S., Continental Europe and other locations throughout the world to support our brand operations globally.

In 2025, we purchased a site to build and relocate our Miami, Florida headquarters.

As of November 30, 2024, the Carnival Corporation and Carnival plc headquarters and our larger shoreside locations are as follows:

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Location | | | | | | Square Footage (in thousands) | | | | | | Own/Lease | | | | | | Principal Operations | | |

| Miami, FL, U.S.A. | | | | | | 463/18 | | | | | | Own/Lease | | | | | | Carnival Corporation & plc and Carnival Cruise Line | | |

| Almere, Netherlands | | | | | | 253 | | | | | | Own | | | | | | Arison Maritime Center | | |

| Rostock, Germany | | | | | | 224 | | | | | | Own | | | | | | AIDA | | |

| Genoa, Italy | | | | | | 204/46 | | | | | | Own/Lease | | | | | | Costa | | |

| Southampton, England | | | | | | 150 | | | | | | Lease | | | | | | Carnival plc, Cunard and P&O Cruises (UK) | | |

| Santa Clarita, CA, U.S.A. | | | | | | 113 | | | | | | Lease | | | | | | Princess Cruises | | |

| Hamburg, Germany | | | | | | 87 | | | | | | Lease | | | | | | AIDA | | |

| Seattle, WA, U.S.A. | | | | | | 78 | | | | | | Lease | | | | | | Holland America Line and Seabourn | | |

| Fort Lauderdale, FL, U.S.A. | | | | | | 76 | | | | | | Lease | | | | | | Princess Cruises | | |

| Sydney, NSW, Australia | | | | | | 26 | | | | | | Lease | | | | | | P&O Cruises (Australia) | | |

As of January 13, [removed: 2025,] [added: 2026,] there were [removed: 2,315] [added: 2,164] holders of record of Carnival Corporation common stock and [removed: 28,223] [added: 27,361] holders of record of Carnival plc ordinary shares and [removed: 400] [added: 376] holders of record of Carnival plc ADSs.

We [removed: do] [added: did] not [removed: expect to] pay [added: or declare] dividends on Carnival Corporation common stock [removed: and] [added: or] Carnival plc ordinary shares for [removed: at least] the [removed: next couple of years.][added: year ended November 30, 2025.]

The following graph compares the [removed: Price Performance] [added: price performance] of $100 if invested in Carnival Corporation common stock with the [removed: Price Performance] [added: price performance] of $100 if invested in each of the Dow Jones U.S. Recreational Services Index [removed: (the “Dow] [added: (“Dow] Jones Recreational Index”), the [added: Dow Jones U.S. Travel and Leisure Index, the] FTSE 100 Index and the S&P 500 Index.

[removed: ][added: ]

| | | | Assumes $100 Invested on November 30, [removed: 2019] [added: 2020] Assumes Dividends Reinvested Years Ended November 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| Carnival Corporation Common Stock | | | | | | $ | 100 | | | | | $ | [removed: 45] [added: 88] | | | | | $ | [removed: 40] [added: 50] | | | | | $ | [removed: 22] [added: 75] | | | | | $ | [removed: 34] [added: 127] | | | | | $ | [removed: 57] [added: 129] | |

| Dow Jones Recreational Index | | | | | | $ | 100 | | | | | $ | [removed: 64] [added: 103] | | | | | $ | [removed: 65] [added: 80] | | | | | $ | [removed: 51] [added: 103] | | | | | $ | [removed: 66] [added: 186] | | | | | $ | [removed: 118] [added: 197] | |

[removed: ][added: ]

| | | | Assumes $100 Invested on November 30, [removed: 2019] [added: 2020] Assumes Dividends Reinvested Years Ended November 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| Carnival plc ADS | | | $ | 100 | | | | | $ | [removed: 42] [added: 92] | | | | | $ | [removed: 39] [added: 51] | | | | | $ | [removed: 21] [added: 76] | | | | | $ | [removed: 32] [added: 130] | | | | | $ | [removed: 55] [added: 135] | |

| Dow Jones Recreational Index | | | $ | 100 | | | | | $ | [removed: 64] [added: 103] | | | | | $ | [removed: 65] [added: 80] | | | | | $ | [removed: 51] [added: 103] | | | | | $ | [removed: 66] [added: 186] | | | | | $ | [removed: 118] [added: 197] | |

In December 2025, the Boards of Directors approved the reinstatement of the company’s quarterly dividend and declared an initial $0.15 per share dividend with a record date of February 13, 2026 and a payment date of February 27, 2026.

Holders of Carnival Corporation common stock and Carnival plc ADSs will receive the dividend payable in U.S. dollars.

The dividend for Carnival plc ordinary shares will be payable in U.S. dollars or sterling.

In the absence of instructions or elections to the contrary, holders of Carnival plc ordinary shares will automatically receive the dividend in sterling.

Dividends payable in sterling will be converted from U.S. dollars at the exchange rate quoted by Bloomberg (BFIX) in London at 12 noon on February 17, 2026.

Holders of Carnival plc ordinary shares wishing to receive their dividend in U.S. dollars or participate in the Carnival plc Dividend Reinvestment Plan must elect to do so by February 13, 2026.

In 2025, we elected to change the comparative industry peer group from the Dow Jones Recreational Index to the Dow Jones U.S. Travel and Leisure Index as we believe it provides a more meaningful comparison and is better aligned with the competitive market in which we operate.

We also elected to remove the comparison to the FTSE 100 Index given our decision to unify our DLC arrangement from two companies with two stock exchange listings and share prices into one single company, Carnival Corporation, listed on the New York Stock Exchange with one share price globally.

| Dow Jones U.S. Travel & Leisure | | | | | | $ | 100 | | | | | $ | 108 | | | | | $ | 101 | | | | | $ | 118 | | | | | $ | 156 | | | | | $ | 155 | |

| FTSE 100 Index | | | | | | $ | 100 | | | | | $ | 117 | | | | | $ | 130 | | | | | $ | 133 | | | | | $ | 154 | | | | | $ | 187 | |

| S&P 500 Index | | | | | | $ | 100 | | | | | $ | 128 | | | | | $ | 116 | | | | | $ | 132 | | | | | $ | 177 | | | | | $ | 204 | |

| Dow Jones U.S. Travel & Leisure | | | $ | 100 | | | | | $ | 108 | | | | | $ | 101 | | | | | $ | 118 | | | | | $ | 156 | | | | | $ | 155 | |

| FTSE 100 Index | | | $ | 100 | | | | | $ | 117 | | | | | $ | 130 | | | | | $ | 133 | | | | | $ | 154 | | | | | $ | 187 | |

| S&P 500 Index | | | $ | 100 | | | | | $ | 128 | | | | | $ | 116 | | | | | $ | 132 | | | | | $ | 177 | | | | | $ | 204 | |

Carnival plc did not renew its authority to buy back shares at the 2025 Annual General Meeting.

| FTSE 100 Index | | | | | | $ | 100 | | | | | $ | 88 | | | | | $ | 103 | | | | | $ | 114 | | | | | $ | 117 | | | | | $ | 135 | |

| S&P 500 Index | | | | | | $ | 100 | | | | | $ | 117 | | | | | $ | 150 | | | | | $ | 136 | | | | | $ | 155 | | | | | $ | 208 | |

| FTSE 100 Index | | | $ | 100 | | | | | $ | 88 | | | | | $ | 103 | | | | | $ | 114 | | | | | $ | 117 | | | | | $ | 135 | |

| S&P 500 Index | | | $ | 100 | | | | | $ | 117 | | | | | $ | 150 | | | | | $ | 136 | | | | | $ | 155 | | | | | $ | 208 | |

The existing shareholder approval is limited to a maximum of 18.7 million ordinary shares of Carnival plc and expires at the conclusion of the Carnival plc 2025 Annual General Meeting or July 4, 2025, whichever is earlier.

[removed: FOR THE YEAR ENDED NOVEMBER] [added: | | | | As of and for the year ended November] 30, 2024 [added: | | | | | | | | | | | | | | | | | |]

| [CONSOLIDATED STATEMENTS OF [removed: INCOM](#if0832f3907c34054b57398e78533d96b_154)[E (LOSS)](#if0832f3907c34054b57398e78533d96b_154)] [added: INCOM](#i9994e668d89640489d3991edbf7a9305_157)[E (LOSS)](#i9994e668d89640489d3991edbf7a9305_157)] | | | [removed: [49](#if0832f3907c34054b57398e78533d96b_154)] [added: [45](#i9994e668d89640489d3991edbf7a9305_157)] | | |

| [CONSOLIDATED STATEMENTS OF COMPREHENSIVE [removed: INCOM](#if0832f3907c34054b57398e78533d96b_157)[E (LOSS)](#if0832f3907c34054b57398e78533d96b_157)] [added: INCOM](#i9994e668d89640489d3991edbf7a9305_160)[E (LOSS)](#i9994e668d89640489d3991edbf7a9305_160)] | | | [removed: [50](#if0832f3907c34054b57398e78533d96b_157)] [added: [46](#i9994e668d89640489d3991edbf7a9305_160)] | | |

| [CONSOLIDATED BALANCE [removed: SHEETS](#if0832f3907c34054b57398e78533d96b_160)] [added: SHEETS](#i9994e668d89640489d3991edbf7a9305_163)] | | | [removed: [51](#if0832f3907c34054b57398e78533d96b_160)] [added: [47](#i9994e668d89640489d3991edbf7a9305_163)] | | |

| [CONSOLIDATED STATEMENTS OF CASH [removed: FLOWS](#if0832f3907c34054b57398e78533d96b_163)] [added: FLOWS](#i9994e668d89640489d3991edbf7a9305_166)] | | | [removed: [52](#if0832f3907c34054b57398e78533d96b_163)] [added: [48](#i9994e668d89640489d3991edbf7a9305_166)] | | |

| [CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ [removed: EQUITY](#if0832f3907c34054b57398e78533d96b_166)] [added: EQUITY](#i9994e668d89640489d3991edbf7a9305_169)] | | | [removed: [53](#if0832f3907c34054b57398e78533d96b_166)] [added: [49](#i9994e668d89640489d3991edbf7a9305_169)] | | |

| [NOTES TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#if0832f3907c34054b57398e78533d96b_169)] [added: STATEMENTS](#i9994e668d89640489d3991edbf7a9305_172)] | | | [removed: [54](#if0832f3907c34054b57398e78533d96b_169)] [added: [50](#i9994e668d89640489d3991edbf7a9305_172)] | | |

| [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM](#if0832f3907c34054b57398e78533d96b_247)] [added: FIRM](#i9994e668d89640489d3991edbf7a9305_247)] (PCAOB ID [removed: 34)] [added: 238)] | | | [removed: [82](#if0832f3907c34054b57398e78533d96b_247)] [added: [81](#i9994e668d89640489d3991edbf7a9305_247)] | | |

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Passenger ticket | | | $ | [removed: 16,463] [added: 17,419] | | | | | $ | [removed: 14,067] [added: 16,463] | | | | | $ | [removed: 7,022] [added: 14,067] | |

| Onboard and other | | | [removed: 8,558] [added: 9,202] | | | | | | [removed: 7,526] [added: 8,558] | | | | | | [removed: 5,147] [added: 7,526] | | |

| | | | [removed: 25,021] [added: $] | [added: 26,622] | | | | | [removed: 21,593] [added: $] | [added: 25,021] | | | | | [removed: 12,168] [added: $] | [added: 21,593] | |

| [removed: Operating Expenses] [added: Cruise and tour operating expenses:] | | | | | | | | | | | | | | | | | |

| Commissions, transportation and other | | | [removed: 3,232] [added: 3,331] | | | | | | [removed: 2,761] [added: 3,232] | | | | | | [removed: 1,630] [added: 2,761] | | |

| Onboard and other | | | [removed: 2,678] [added: 2,816] | | | | | | [removed: 2,375] [added: 2,678] | | | | | | [removed: 1,528] [added: 2,375] | | |

| Payroll and related | | | [removed: 2,464] [added: 2,589] | | | | | | [removed: 2,373] [added: 2,464] | | | | | | [removed: 2,181] [added: 2,373] | | |

| Fuel | | | [removed: 2,007] [added: 1,808] | | | | | | [removed: 2,047] [added: 2,007] | | | | | | [removed: 2,157] [added: 2,047] | | |

| Food | | | [removed: 1,457] [added: 1,499] | | | | | | [removed: 1,335] [added: 1,457] | | | | | | [removed: 863] [added: 1,335] | | |

| [removed: Ship] [added: Gains on ship sales] and [removed: other] impairments | | | [removed: —] | | | | | | [removed: —] | | | | | | [removed: 440] | | | [added: 39 | | |]

| Other operating | | | [removed: 3,801] [added: 3,904] | | | | | | [removed: 3,426] [added: 3,801] | | | | | | [removed: 2,958] [added: 3,426] | | |

| [added: Total] Cruise and tour operating [removed: expenses] [added: expenses] | | | [removed: 15,638] [added: 15,947] | | | | | | [removed: 14,317] [added: 15,638] | | | | | | [removed: 11,757] [added: 14,317] | | |

| Selling and administrative [added: expense] | | | [removed: 3,252] [added: 3,402] | | | | | | [removed: 2,950] [added: 3,252] | | | | | | [removed: 2,515] [added: 2,950] | | |

| Depreciation and amortization | | | [removed: 2,557] [added: 2,790] | | | | | | [removed: 2,370] [added: 2,557] | | | | | | [removed: 2,275] [added: 2,370] | | |

| Operating [removed: Income (Loss)] [added: Income] | | | [removed: 3,574] [added: 4,483] | | | | | | [removed: 1,956] [added: 3,574] | | | | | | [removed: (4,379)] [added: 1,956] | | |

| [removed: Nonoperating Income (Expense)] [added: Other income (expense), net] | | | [added: (4)] | | | | | | [added: 83] | | | | | | [added: (75)] | | |

| Interest income | | | [removed: 93] [added: 51] | | | | | | [removed: 233] [added: 93] | | | | | | [removed: 74] [added: 233] | | |

| Interest expense, net of capitalized interest | | | [removed: (1,755)] [added: (1,349)] | | | | | | [removed: (2,066)] [added: (1,755)] | | | | | | [removed: (1,609)] [added: (2,066)] | | |

| Debt extinguishment and modification costs | | | [removed: (79)] | | | | | | [removed: (111)] | | | | | | [removed: (1)] | | | [added: (111) | | |]

| Other income (expense), net | | | [removed: 83] | | | | | | [removed: (75)] | | | | | | [removed: (165)] | | | [added: (4) | | |]

| Income (Loss) Before Income Taxes | | | [removed: 1,915] | | | | | | [removed: (62)] | | | | | | [removed: (6,080)] | | | [added: $ | 1,915 | |]

| [removed: Income Tax Benefit (Expense), Net] [added: Income tax benefit (expense), net] | | | [removed: 1] [added: (12)] | | | | | | [removed: (13)] [added: 1] | | | | | | [removed: (14)] [added: (13)] | | |

| Net Income (Loss) | | | $ | [removed: 1,916] [added: 2,760] | | | | | $ | [removed: (74)] [added: 1,916] | | | | | $ | [removed: (6,093)] [added: (74)] | |

| Basic | | | $ | [removed: 1.50] [added: 2.10] | | | | | $ | [removed: (0.06)] [added: 1.50] | | | | | $ | [removed: (5.16)] [added: (0.06)] | |

| Diluted | | | $ | [removed: 1.44] [added: 2.02] | | | | | $ | [removed: (0.06)] [added: 1.44] | | | | | $ | [removed: (5.16)] [added: (0.06)] | |

| Change in foreign currency translation adjustment | | | [removed: (3)] [added: 137] | | | | | | [removed: 52] [added: (3)] | | | | | | [removed: (503)] [added: 52] | | |

| Other | | | [removed: (34)] [added: 27] | | | | | | [removed: (8)] [added: (34)] | | | | | | [removed: 22] [added: (8)] | | |

| Other Comprehensive Income (Loss) | | | [removed: (36)] [added: 165] | | | | | | [removed: 44] [added: (36)] | | | | | | [removed: (481)] [added: 44] | | |

| Total Comprehensive Income (Loss) | | | $ | [removed: 1,879] [added: 2,925] | | | | | $ | [removed: (30)] [added: 1,879] | | | | | $ | [removed: (6,574)] [added: (30)] | |

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 1,210] [added: 1,928] | | | | | $ | [removed: 2,415] [added: 1,210] | |

FOR THE YEAR ENDED NOVEMBER 30, 2025

| [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#i9994e668d89640489d3991edbf7a9305_244) (PCAOB ID 34) | | | [78](#i9994e668d89640489d3991edbf7a9305_244) | | |

| Total Revenues | | | 26,622 | | | | | | 25,021 | | | | | | 21,593 | | |

| Depreciation and amortization expense | | | 2,790 | | | | | | 2,557 | | | | | | 2,370 | | |

| Debt extinguishment and modification costs | | | (409) | | | | | | (79) | | | | | | (111) | | |

| Income (Loss) Before Income Taxes | | | 2,772 | | | | | | 1,915 | | | | | | (62) | | |

| | | | $ | 51,687 | | | | | $ | 49,057 | |

| | | | $ | 51,687 | | | | | $ | 49,057 | |

| Net income (loss) | | | $ | 2,760 | | | | | $ | 1,916 | | | | | $ | (74) | |

| Advances to affiliates | | | (100) | | | | | | (64) | | | | | | (21) | | |

| Other | | | 67 | | | | | | 98 | | | | | | 155 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| At November 30, 2025 | | | $ | 13 | | | | | $ | 361 | | | | | $ | 17,267 | | | | | $ | 4,817 | | | | | $ | (1,810) | | | | | $ | (8,364) | | | | | $ | 12,284 | |

In December 2025, following a review of the corporate structure, the Boards of Directors of Carnival Corporation and Carnival plc recommended unifying the dual listed company under a single corporate entity, Carnival Corporation, listed solely on the New York Stock Exchange, with Carnival plc as its wholly-owned UK subsidiary.

Under this plan, Carnival plc shareholders would receive Carnival Corporation shares on a one-for-one basis, and Carnival plc shares and American Depositary Receipts would be de-listed from both the London Stock Exchange and the New York Stock Exchange, respectively.

These proposals will be subject to certain conditions, including the approval of shareholders and receipt of regulatory and UK court approvals.

In December 2025, we completed such review considering the period over which we expect to operate our ships and our long-term plans.

As a result, we determined our ships’ depreciable lives would be extended to 35 years.

In connection with the increase in estimated useful life, we reduced our estimated residual value of each ship to be 5% of our original ship cost for LNG powered ships and a range of salvage values under $25 million for all other ships, depending on the class and tonnage of the ship.

This revision did not have a material impact on our financial statements and has been applied prospectively beginning December 1, 2025.

We had prepaid air and other transportation expenses of $233 million and $219 million as of November 30, 2025 and 2024.

We also offer our guests the advance purchase of onboard and other services.

We had total customer deposits of $7.2 billion and $6.8 billion as of November 30, 2025 and 2024.

For performance-based share awards, we recognize compensation cost ratably using the straight-line attribution method over the expected vesting period based on our estimate of performance conditions.

In addition, performance-based share awards for which the accounting grant date is not established at the time of the award are remeasured at the end of each reporting period.

Compensation expense will be recognized, even if the target market-based conditions are not expected to be met.

We adopted this guidance retrospectively as of November 30, 2025.

Refer to Note 12 - “Segment Information”.

In July 2025, the FASB issued guidance, *Financial Instruments - Credit Losses - Measurement of Credit Losses for Accounts Receivable and Contract Assets.* This guidance provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets accounted for under *Revenue from Contracts with Customers*.

We are currently evaluating the impact this guidance may have on our consolidated financial statements.

In September 2025, the FASB issued guidance, *Intangibles - Goodwill and Other - Internal-Use Software - Targeted Improvements to the Accounting for Internal-Use Software*.

This guidance removes references to software development stages.

Entities will be required to start capitalizing software costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable the project will be completed and the software will be used as intended.

We are currently evaluating the impact this guidance may have on our consolidated financial statements.

| *(in millions)* | | | 2025 | | | | | | 2024 | | |

| | | | $ | 43,494 | | | | | $ | 41,795 | |

We will continue to operate the North America segment ship through May 2026 and the Europe segment ship through September 2026 under bareboat charter agreements.

(“Floating Docks”), our joint venture with the other shareholders of Grand Bahama, which will construct two floating drydocks.

The first was delivered in June 2025 and the second is expected to be delivered in early 2026.

The sale did not have a material impact to our consolidated financial statements and the proceeds are included in other within investing activities in our Consolidated Statements of Cash Flows.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Revenues | | | | | | | | | | | | | | | | | |

| | | | 21,447 | | | | | | 19,637 | | | | | | 16,547 | | |

| | | | (1,659) | | | | | | (2,018) | | | | | | (1,701) | | |

| | | | $ | 49,057 | | | | | $ | 49,120 | |

| Impairments | | | — | | | | | | 21 | | | | | | 470 | | |

| (Income) loss from equity-method investments | | | (9) | | | | | | 13 | | | | | | 38 | | |

| Purchase of short-term investments | | | — | | | | | | — | | | | | | (315) | | |

| Proceeds from maturity of short-term investments | | | — | | | | | | — | | | | | | 515 | | |

| Proceeds from issuance of common stock | | | — | | | | | | 5 | | | | | | 1,180 | | |

| Proceeds from issuance of common stock under the Stock Swap Program | | | — | | | | | | 22 | | | | | | 95 | | |

| Purchase of treasury stock under the Stock Swap Program | | | — | | | | | | (20) | | | | | | (87) | | |

| At November 30, 2021 | | | $ | 11 | | | | | $ | 361 | | | | | $ | 15,292 | | | | | $ | 6,448 | | | | | $ | (1,501) | | | | | $ | (8,466) | | | | | $ | 12,144 | |

| Issuances of common stock, net | | | 1 | | | | | | — | | | | | | 1,178 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,180 | | |

| Purchases and issuances under the Stock Swap Program, net | | | — | | | | | | — | | | | | | 95 | | | | | | — | | | | | | — | | | | | | (87) | | | | | | 8 | | |

ship is taken out-of-service for scheduled maintenance, and minor improvement costs and expenses, are charged to expense as incurred.

The cost of prepaid air and other transportation costs at November 30, 2024 was $219 million.

Consolidated Balance Sheets.

We had total customer deposits of $6.8 billion and $6.4 billion as of November 30, 2024 and 2023, which includes approximately $25 million of unredeemed Future Cruise Credits (“FCCs”) as of November 30, 2024.

At November 30, 2023, we had approximately $134 million of unredeemed FCCs, of which $111 million were refundable.

In September 2022, the Financial Accounting Standards Board (“FASB”) issued guidance, *Liabilities-Supplier Finance Programs - Disclosure of Supplier Finance Program Obligations*.

This guidance requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.

On December 1, 2023, we adopted this guidance using the retrospective method for each period presented.

The adoption of this guidance had no impact on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued guidance, *Debt - Debt with Conversion and Other Options - Induced Conversions of Convertible Debt Instruments*.

This guidance clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments.

| | | | $ | 41,795 | | | | | $ | 40,116 | |

We will continue to operate this ship under a bareboat charter agreement through February 2025.

Refer to Note 10 - “Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks, Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis, Impairment of Ships” for additional discussion.

During 2024, we acquired an additional 9% ownership interest in Grand Bahama.

(“Floating Docks”), an entity that will purchase two floating drydocks and will then lease them to Grand Bahama.

The closing is subject to government approval.

If approved, the sale will not have a material impact to our consolidated financial statements.

In 2022, we evaluated whether our investment in White Pass was other than temporarily impaired and performed an impairment assessment.

As a result of our assessment, we recognized impairment charges for 2022 of $30 million in other income (expense), net.

During 2023, we completed the exit of our noncontrolling interest in Adora Cruises Limited, formerly CSSC Carnival Cruise Shipping Limited, a China-based cruise company (“Adora Cruises”), and recognized losses on exit of $21 million within other income (expense).

| | | | | | | | | | | | | | | | | | | | | | | | |

| Notes (b) | | | Aug 2027 | | | | | | 9.9% | | | | | | — | | | | | | 623 | | |

| Convertible Notes | | | Oct 2024 | | | | | | 5.8% | | | | | | — | | | | | | 426 | | |

Our [removed: President,] Chief Executive Officer and [removed: Chief Climate Officer and] our Chief Financial Officer and Chief Accounting Officer have evaluated our disclosure controls and procedures and have concluded, as of November 30, [removed: 2024,] [added: 2025,] that they are effective as described above.

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

Based on this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting was effective as of November 30, [removed: 2024.][added: 2025.]

Deloitte & Touche LLP, the independent registered public accounting firm that audited our consolidated financial statements incorporated in this Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of November 30, [removed: 2024] [added: 2025] as stated in their report, which is shown in Part II, Item 8.

There have been no changes in our internal control over financial reporting during the quarter ended November 30, [removed: 2024] [added: 2025] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

During the quarter ended November 30, [removed: 2024,] [added: 2025,] no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Information regarding our directors, as required by Item 10, is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2024] [added: 2025] fiscal year.

The table below sets forth the name, age, years of service and title of each of our executive officers as of January 27, [removed: 2025.][added: 2026.]

| | | | Age | | | | | | Years of [removed: Service (a)] [added: Service] | | | | | | Title | | |

| Micky Arison | | | [removed: 75] [added: 76] | | | | | | [removed: 53] [added: 54] | | | | | | Chair of the Boards of Directors | | |

| David Bernstein | | | [removed: 67] [added: 68] | | | | | | [removed: 26] [added: 27] | | | | | | Chief Financial Officer and Chief Accounting Officer | | |

| Bettina Deynes | | | [removed: 52] [added: 53] | | | | | | [removed: 6] [added: 7] | | | | | | Global Chief Human Resources Officer | | |

| Lars Ljoen [removed: (b)] | | | [removed: 55] [added: 56] | | | | | | [removed: 9] [added: 10] | | | | | | Chief [removed: Operations] [added: Maritime] Officer [removed: of Carnival Cruise Line] | | |

| Enrique Miguez | | | [removed: 60] [added: 61] | | | | | | [removed: 27] [added: 28] | | | | | | General Counsel | | |

| Josh Weinstein | | | [removed: 50] [added: 51] | | | | | | [removed: 22] [added: 23] | | | | | | [removed: President,] Chief Executive Officer [removed: and Chief Climate Officer] | | |

[removed: Burke, retired Vice Admiral,] [added: Lars Ljoen] has been Chief Maritime Officer since [removed: 2013.][added: February 2025.]

Josh Weinstein has been [removed: President,] Chief Executive Officer [removed: and Chief Climate Officer] since 2022.

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

The additional information required by Item 10 is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2024] [added: 2025] fiscal year.

| Vice Admiral William R. Burke (Ret.) (b) | | | 68 | | | | | | 11 | | | | | | Chief Maritime Officer | | |

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

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

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

William R.

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

The information required by Item 11 is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2024] [added: 2025] fiscal year.

Set forth below is a table that summarizes compensation plans (including individual compensation arrangements) under which Carnival Corporation equity securities are authorized for issuance as of November 30, [removed: 2024.][added: 2025.]

| Equity compensation plans approved by security holders | | | | | | [removed: 9.2] [added: 9.6] | | | (a) | | | — | | | | | | [removed: 24.7] [added: 24.8] | | | (b) | | |

(a)Represents [removed: 9.2] [added: 9.6] million of restricted share units outstanding under the Carnival Corporation 2020 Stock Plan.

(b)Includes Carnival Corporation common stock available for issuance as of November 30, [removed: 2024] [added: 2025] as follows: [removed: 0.6] [added: 4.4] million under the Carnival Corporation Employee Stock Purchase Plan, which includes [removed: 118,406] [added: 90,875] subject to purchase during the current purchase period and [removed: 24.1] [added: 20.4] million under the Carnival Corporation 2020 Stock Plan.

Set forth below is a table that summarizes compensation plans (including individual compensation arrangements) under which Carnival plc equity securities are authorized for issuance as of November 30, [removed: 2024.][added: 2025.]

| Equity compensation plans approved by security holders | | | | | | [removed: 2.3] [added: 2.6] | | | (a) | | | — | | | | | | [removed: 11.7] [added: 11.3] | | |

(a)Represents [removed: 2.3] [added: 2.6] million restricted share units outstanding under the Carnival plc 2014 Employee Share [added: Plan and Carnival plc 2024 Employee Share] Plan.

The additional information required by Item 12 is incorporated herein by reference to the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2024] [added: 2025] fiscal year.

The information required by Items 13 and 14 is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2024] [added: 2025] fiscal year.

| | | | | | | 9.6 | | | | | | — | | | | | | 24.8 | | | | | |

| | | | | | | 2.6 | | | | | | — | | | | | | 11.3 | | |

| | | | | | | 9.2 | | | | | | — | | | | | | 24.7 | | | | | |

| | | | | | | 2.3 | | | | | | — | | | | | | 11.7 | | |

Financial Statements and Supplementary Data and are included beginning on page [removed: [48](#if0832f3907c34054b57398e78533d96b_151)] [added: [44](#i9994e668d89640489d3991edbf7a9305_154)] of this report.

| 4.1 | | | [Agreement of Carnival Corporation and Carnival plc, dated [removed: January 3, 2024] [added: November 18, 2025] to furnish certain debt instruments to the Securities and Exchange [removed: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509725000007/exhibit41202410-k.htm)] [added: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509726000007/exhibit41202510-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.4* | | | [Form of Non-Employee Director Annual Restricted Stock Award Agreement for the [removed: for the] Carnival Corporation 2020 Stock Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex103q22020.htm) | | | 10-Q | | | | | | 10.3 | | | | | | 7/10/20 | | | | | | | | |

| 10.7 | | | [Indenture dated as of [removed: November 25, 2020] [added: July 26, 2021,] among Carnival [removed: Corporation] [added: Corporation,] as issuer, Carnival plc, the other Guarantors party [removed: thereto] [added: hereto] and U.S. [removed: Bank,] [added: Bank] National Association, as trustee, principal paying agent, transfer [removed: agent] [added: agent, registrar] and [removed: registrar,] [added: security agent,] relating to the [removed: U.S. dollar-denominated 7.625% Senior Unsecured Notes due 2026 and the Euro-denominated 7.625%] [added: 4.00% First-Priority] Senior [removed: Unsecured] [added: Secured] Notes due [removed: 2026.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x52xq42020.htm)] [added: 2028.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000098/ex_10x3xq32021.htm)] | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 10.52] [added: 10.3] | | | | | | [removed: 1/26/21] [added: 9/30/21] | | | | | | | | |

| [removed: 10.8] [added: 10.22] | | | [removed: [Indenture] [added: [Indenture,] dated as of February [removed: 16, 2021] [added: 7, 2025,] among Carnival [removed: Corporation] [added: Corporation,] as issuer, Carnival plc, the [removed: other Guarantors] [added: guarantors] party thereto and U.S. [removed: Bank,] [added: Bank Trust Company,] National Association, as trustee, [removed: principal paying agent, transfer agent and registrar,] relating to the [removed: 5.75%] [added: 6.125%] Senior Unsecured Notes due [removed: 2027.](https://www.sec.gov/Archives/edgar/data/0000815097/000081509721000052/ex_10x1q12021.htm)] [added: 2033.](https://www.sec.gov/Archives/edgar/data/815097/000081509725000025/exhibit1031q2025.htm)] | | | 10-Q | | | | | | [removed: 10.1] [added: 10.3] | | | | | | [removed: 4/7/21] [added: 3/25/25] | | | | | | | | |

| [removed: 10.9*] [added: 10.6*] | | | [Amendment of the Carnival Corporation 2020 Stock Plan.](https://www.sec.gov/Archives/edgar/data/0000815097/000081509721000074/ex_10x1q22021.htm) | | | 10-Q | | | | | | 10.1 | | | | | | 6/28/21 | | | | | | | | |

| [removed: 10.10] [added: 10.16] | | | [removed: [Indenture] [added: [Indenture,] dated as of [removed: July 26, 2021,] [added: August 8, 2023,] among Carnival Corporation, as issuer, Carnival plc, the [removed: other Guarantors] [added: guarantors] party [removed: hereto] [added: thereto] and U.S. Bank [added: Trust Company,] National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, [removed: relating] [added: related] to the [removed: 4.00%] [added: 7.000%] First-Priority Senior Secured Notes due [removed: 2028.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000098/ex_10x3xq32021.htm)] [added: 2029.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000066/exhibit103q32023.htm)] | | | 10-Q | | | | | | 10.3 | | | | | | [removed: 9/30/21] [added: 9/29/23] | | | | | | | | |

| [removed: 10.11] [added: 10.24] | | | [removed: [Indenture] [added: [Indenture,] dated as of [removed: November 2, 2021,] [added: May 21, 2025,] among Carnival Corporation, as issuer, Carnival plc, the [removed: other Guarantors] [added: guarantors] party [removed: hereto] [added: thereto] and U.S. Bank [added: Trust Company,] National Association, as trustee, [removed: principal paying agent, transfer agent, registrar and security agent,] relating to the [removed: 6.000%] [added: 5.875%] Senior Unsecured Notes due [removed: 2029.](https://www.sec.gov/Archives/edgar/data/815097/000095014221003512/eh210196101_ex1001.htm)] [added: 2031.](https://www.sec.gov/Archives/edgar/data/815097/000081509725000052/exhibit101q22025.htm)] | | | [removed: 8-K] [added: 10-Q] | | | | | | 10.1 | | | | | | [removed: 11/2/21] [added: 6/26/25] | | | | | | | | |

| [removed: 10.12*] [added: 10.8*] | | | [Form of Earnings Recovery Award Agreement for the Carnival Corporation 2020 Stock Plan for Certain Named Executive Officers.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000029/ex_10x4xq12022.htm) | | | 10-Q | | | | | | 10.4 | | | | | | 3/28/22 | | | | | | | | |

| [removed: 10.13] [added: 10.17] | | | [Indenture, dated as of [removed: May] [added: April] 25, [removed: 2022,] [added: 2024,] among Carnival Corporation, as issuer, Carnival plc, the [removed: other Guarantors] [added: guarantors] party [removed: hereto] [added: thereto] and U.S. Bank Trust Company, National Association, as trustee, [removed: principal paying agent, transfer agent, registrar and security agent,] relating to the [removed: 10.500%] [added: 5.750%] Senior Unsecured Notes due [removed: 2030.](https://www.sec.gov/Archives/edgar/data/1125259/000095014222001706/eh220255667_ex1001.htm)] [added: 2030.](https://www.sec.gov/Archives/edgar/data/815097/000081509724000057/exhibit103q22024.htm)] | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 10.1] [added: 10.3] | | | | | | [removed: 5/25/22] [added: 6/27/24] | | | | | | | | |

| [removed: 10.14*] [added: 10.9*] | | | [Carnival Corporation Fun Ship Nonqualified Savings Plan restated effective January 1, 2022.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000054/ex_10x1xq22022.htm) | | | 10-Q | | | | | | 10.1 | | | | | | 6/29/22 | | | | | | | | |

| [removed: 10.15*] [added: 10.10*] | | | [Special Performance-Based Restricted Stock Unit Agreement for Josh Weinstein under the Carnival Corporation 2020 Stock Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000073/ex_10x2xq32022.htm) | | | 10-Q | | | | | | 10.2 | | | | | | 9/30/22 | | | | | | | | |

| [removed: 10.16] [added: 10.32] | | | [removed: [Indenture] [added: [Indenture,] dated as of October [removed: 25, 2022,] [added: 15, 2025,] among Carnival [removed: Holdings (Bermuda) Limited,] [added: Corporation,] as issuer, Carnival [removed: Corporation, Carnival] plc, the [removed: other Guarantors] [added: guarantors] party thereto and U.S. Bank Trust Company, National Association, as trustee, [removed: principal paying agent, transfer agent and registrar,] relating to the [removed: 10.375%] [added: 5.125%] Senior Unsecured Notes due [removed: 2028.](https://www.sec.gov/Archives/edgar/data/815097/000095014222002961/eh220298791_ex1001.htm)] [added: 2029.](https://www.sec.gov/Archives/edgar/data/815097/000081509726000007/exhibit1032202510-k.htm)] | | | [removed: 8-K] | | | | | | [removed: 10.1] | | | | | | [removed: 10/25/22] | | | | | | [added: X] | | |

| [removed: 10.17] [added: 10.28] | | | [Indenture, dated as of [removed: November 18, 2022,] [added: July 16, 2025,] among Carnival Corporation, [added: as issuer,] Carnival plc, the [removed: subsidiary] guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the [removed: issuance] 5.75% [removed: Convertible] Senior [added: Unsecured] Notes due [removed: 2027.](https://www.sec.gov/Archives/edgar/data/1125259/000095014222003212/eh220306481_ex1001.htm)] [added: 2032.](https://www.sec.gov/Archives/edgar/data/815097/000081509725000084/exhibit103q32025.htm)] | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 10.1] [added: 10.3] | | | | | | [removed: 11/18/22] [added: 9/29/25] | | | | | | | | |

| [removed: 10.18*] [added: 10.11*] | | | [Form of 2022 Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000035/ex_10x1xq12023.htm) | | | 10-Q | | | | | | 10.1 | | | | | | 3/29/23 | | | | | | | | |

| [removed: 10.19*] [added: 10.12*] | | | [Form of 2022 Management Incentive Plan-Tied Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000035/ex_10x3xq12023.htm) | | | 10-Q | | | | | | 10.3 | | | | | | 3/29/23 | | | | | | | | |

| [removed: 10.21*] [added: 10.13*] | | | [Amendment of the 2020 Stock Plan.](https://www.sec.gov/Archives/edgar/data/1125259/000081509723000037/exhibit101.htm) | | | 10-Q | | | | | | 10.1 | | | | | | 6/28/23 | | | | | | | | |

| [removed: 10.22*] [added: 10.14*] | | | [Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000051/ex_10x2xq22023.htm) | | | 10-Q | | | | | | 10.2 | | | | | | 6/28/23 | | | | | | | | |