CARNIVAL CORP — Director's Dealing 2023

Feb 23, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARNIVAL CORP (CCL)
CIK: 0000815097
Period of Report: 2023-02-21

Reporting Person: Bernstein David (CFO & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-21	Common Stock	A	84007	—	Acquired	225146	Direct
2023-02-21	Common Stock	A	168014	—	Acquired	393160	Direct
2023-02-21	Common Stock	S	107119	$11.0783	Disposed	286041	Direct

Footnotes

F1: Grant of Management Incentive Plan-tied restricted stock units ("MTE RSUs") made pursuant to the Carnival Corporation 2020 Stock Plan. Each MTE RSU represents a hypothetical interest in one share of Carnival Corporation common stock. The MTE RSUs will vest pro rata on February 15, 2024 and 2025. The MTE RSUs will accumulate dividend equivalents and may only be settled in shares.

F2: The grant was approved by the Compensation Committees as a total value to be received in the form of MTE RSUs. The 2022 Management Incentive Plan ("MIP") bonus payout percentage was applied to the MTE target value to determine the actual MTE grant value. The Compensation Committees also approved that the number of MTE RSUs were determined by dividing the value by the closing price on date of grant.

F3: Grant of performance-based restricted stock units ("PBS RSUs") made pursuant to the Carnival Corporation 2020 Stock Plan. Each PBS RSU represents a hypothetical interest in one share of Carnival Corporation common stock. The PBS RSUs will vest pro rata on February 15, 2024 and 2025. The PBS RSUs will accumulate dividend equivalents and may only be settled in shares.

F4: The grant was approved by the Compensation Committees as a total value to be received in the form of PBS RSUs. The 2022 MIP bonus payout percentage was applied to the PBS target value to determine the actual PBS grant value. The Compensation Committees also approved that the number of PBS RSUs were determined by dividing the value by the closing price on date of grant.

F5: This transaction was executed in multiple trades at prices ranging from $11.055 to $11.135. The price reported reflects the average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.