01—Abstract
Summary
Summary of the 8-K filed February 12, 2026. Cited figures are marked; the original filing is the authoritative source.
Carnival Corporation (CCL) has filed an 8-K report announcing an amendment to its Amended and Restated Deposit Agreement with J.P.
Morgan Chase Bank, N.A. This amendment primarily impacts the termination provisions of the agreement governing its American Depositary Receipts (ADRs). The key takeaway for investors is that the termination of the Deposit Agreement is now explicitly linked to the proposed unification of Carnival Corporation and Carnival plc's dual listed company structure, and the migration of Carnival Corporation from Panama to Bermuda.
Should this unification proceed, the Deposit Agreement will terminate automatically. In such an event, the Depositary will aim to distribute new Carnival Corporation Ltd. shares to ADR holders, or if that's not possible, sell the remaining securities and distribute the proceeds.
02—Key points
Key Highlights
- Amendment No. 1 to the Amended and Restated Deposit Agreement has been executed.
- The amendment modifies the termination clauses of the Deposit Agreement governing Carnival plc's ADRs.
- A key termination event is the consummation of the proposed unification of Carnival Corporation and Carnival plc's dual listed company arrangement.
- The amendment also links termination to Carnival Corporation's migration from Panama to Bermuda.
- Upon termination due to the unification, the Depositary will facilitate the distribution of Carnival Corporation Ltd. common shares to ADR holders.
- If distribution of new shares is not feasible, the Depositary may sell remaining securities and distribute net proceeds to ADR holders.
- The amendment also includes technical changes to the Deposit Agreement and ADR form.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing?
The main purpose of this filing is to announce an amendment to Carnival plc's Amended and Restated Deposit Agreement, which governs its American Depositary Receipts (ADRs). This amendment modifies how and when the agreement can be terminated.
How does this amendment affect my ADRs?
If the proposed unification of Carnival Corporation and Carnival plc, and the migration of Carnival Corporation from Panama to Bermuda, is completed, the Deposit Agreement will automatically terminate. In this scenario, the Depositary will work to distribute new Carnival Corporation Ltd. shares to you. If that's not possible, they may sell your underlying securities and provide you with the net proceeds.
Are there other reasons the Deposit Agreement could terminate?
Yes, the amendment outlines several other termination events, including 30 days' notice from Carnival plc, resignation or removal of the Depositary, company bankruptcy or insolvency, delisting of securities, redemption of all deposited securities, or a significant merger or asset sale.
What happens if the unification does not occur?
If the unification does not occur, the Deposit Agreement will continue under its existing terms, subject to the other termination provisions outlined in the amendment. The primary trigger for automatic termination in this filing is the successful completion of the unification and migration.
04—Continue