Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 28)*
|
CARNIVAL PLC (Name of Issuer) |
Trust Shares (beneficial interest in Special Voting Share) (Title of Class of Securities) |
143658300 (CUSIP Number) |
Enrique Miguez, Esq. Carnival Corporation, 3655 N.W. 87th Avenue Miami, FL, 33178-2428 305-599-2600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 143658300 |
| 1 |
Name of reporting person
MA 1994 B SHARES LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
80,736,445.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.92 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
This Amendment 28 to Schedule 13D relates to both the trust shares (CUSIP 143658 30 0) of beneficial interests in the P&O Princess Voting Trust (the "Trust"), and the Special Voting Share (CUSIP G7214F 12 2) held by the Trust.
SCHEDULE 13D
|
| CUSIP No. | 143658300 |
| 1 |
Name of reporting person
MA 1994 B SHARES, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
80,736,445.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.92 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This Amendment 28 to Schedule 13D relates to both the trust shares (CUSIP 143658 30 0) of beneficial interests in the P&O Princess Voting Trust (the "Trust"), and the Special Voting Share (CUSIP G7214F 12 2) held by the Trust.
SCHEDULE 13D
|
| CUSIP No. | 143658300 |
| 1 |
Name of reporting person
ARISON MICKY MEIR | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
94,142,908.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.06 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This Amendment 28 to Schedule 13D relates to both the trust shares (CUSIP 143658 30 0) of beneficial interests in the P&O Princess Voting Trust (the "Trust"), and the Special Voting Share (CUSIP G7214F 12 2) held by the Trust.
SCHEDULE 13D
|
| CUSIP No. | 143658300 |
| 1 |
Name of reporting person
RICHARD L. KOHAN | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
94,144,908.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.06 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This Amendment 28 to Schedule 13D relates to both the trust shares (CUSIP 143658 30 0) of beneficial interests in the P&O Princess Voting Trust (the "Trust"), and the Special Voting Share (CUSIP G7214F 12 2) held by the Trust.
SCHEDULE 13D
|
| CUSIP No. | 143658300 |
| 1 |
Name of reporting person
KLR, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
83,158,949.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.12 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This Amendment 28 to Schedule 13D relates to both the trust shares (CUSIP 143658 30 0) of beneficial interests in the P&O Princess Voting Trust (the "Trust"), and the Special Voting Share (CUSIP G7214F 12 2) held by the Trust.
SCHEDULE 13D
|
| CUSIP No. | 143658300 |
| 1 |
Name of reporting person
NICKEL 2015-94B TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
80,736,445.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.92 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This Amendment 28 to Schedule 13D relates to both the trust shares (CUSIP 143658 30 0) of beneficial interests in the P&O Princess Voting Trust (the "Trust"), and the Special Voting Share (CUSIP G7214F 12 2) held by the Trust.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Trust Shares (beneficial interest in Special Voting Share) | |
| (b) | Name of Issuer:
CARNIVAL PLC | |
| (c) | Address of Issuer's Principal Executive Offices:
3655 NW 87TH AVE, PO BOX 1347, MIAMI,
FLORIDA
, 33178. | |
Item 1 Comment:
The Schedule 13D relating to Carnival plc is being filed by MA 1994 B Shares, L.P. ("B Shares, L.P."), MA 1994 B Shares, Inc. ("B Shares, Inc."), Micky Arison, Richard L. Kohan, KLR, LLC, and Nickel 2015-94 B Trust (collectively, the Reporting Persons). This Amendment No. 28 is being filed to reflect the transactions described in Item 3 below. The Schedule 13D is hereby amended as follows: Item 1. Security and Issuer No material change. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
On November 25, 2025, Nickel 2025-05 Trust No. 2, a trust for the benefit of Micky Arison and his family, received 8,472,297 Shares in a distribution from Artsfare 2023-05 Trust No. 2 in connection with the passing of Marilyn B. Arison. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated in its entirety as follows: All ownership percentages set forth herein assume that there are 1,167,541,049 Shares outstanding, representing the total number of shares reported by Carnival Corporation as of September 22, 2025 in its Quarterly Report on Form 10-Q filed on September 29, 2025. (a) and (b)(i) (i) B Shares, L.P. beneficially owns an aggregate of 80,736,445 Shares (approximately 6.92% of the total number of Shares outstanding), which its holds directly. B Shares, L.P. has sole voting and dispositive power with respect to all such Shares. (ii) B Shares, Inc. beneficially owns an aggregate of 80,736,445 Shares (approximately 6.92% of the total number of Shares outstanding), by virtue of being the general partner of B Shares, L.P. B Shares, Inc. has sole voting and dispositive power with respect to all such Shares. (iii) Micky Arison beneficially owns an aggregate of 94,142,908 Shares (approximately 8.06% of the total number of Shares outstanding), 80,736,445 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the trust instrument for the Nickel 2015-94 B Trust, 8,472,297 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the trust instrument for the Nickel 2025-05 Trust No. 2, and 2,422,504 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the instruments for several trusts for the benefit of his children, and 2,511,662 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the instruments for several grantor-retained annuity trusts. Micky Arison has sole voting and shared dispositive power with respect to the 80,736,445 Shares indirectly held by the Nickel 1994 "B" Trust, the 2,422,504 Shares held by trusts for the benefit of Micky Arison's children and the 2,511,662 Shares held by grantor-retained annuity trusts. Micky Arison has shared voting and dispositive power with respect to the 8,472,297 Shares held by Nickel 2025-05 Trust No. 2. (vii) Richard L. Kohan beneficially owns an aggregate of 94,144,908 Shares (approximately 8.06% of the total Shares outstanding), by virtue of being a trustee of Nickel 2003 Revocable Trust, a trustee of Nickel 2025-05 Trust No. 2, the sole member of KLR, LLC and owning 1,000 Shares indirectly and 1,000 Shares directly. Mr. Kohan has shared dispositive power with respect to the 2,422,504 Shares held by trusts for the benefit of Micky Arison's children, the 80,736,445 Shares indirectly held by the Nickel 2015-94 B Trust and the 2,511,662 Shares held by grantor-retained annuity trusts. Mr. Kohan has shared voting and dispositive power with respect to the 8,472,297 Shares held by Nickel 2025-05 Trust No. 2 and the 1,000 Shares held by his wife and sole voting and dispositive power with respect to the 1,000 Shares he holds directly. (viii) KLR, LLC beneficially owns an aggregate of 83,158,949 Shares (approximately 7.12% of the total number of Shares outstanding), by virtue of being a distribution adviser of the Nickel 2015-94 B Trust and various trusts for the benefit of Micky Arison's children. KLR, LLC has shared dispositive power with respect to the 80,736,445 Shares indirectly held by the Nickel 2015-94 B Trust and the 2,422,504 Shares held by trusts for the benefit of Micky Arison's children. Accordingly, KLR, LLC may be deemed to beneficially own such Shares for which it exercises voting and/or dispositive power. KLR, LLC disclaims beneficial ownership of all such Shares. (ix) Nickel 2015-94 B Trust beneficially owns an aggregate of 80,736,445 Shares (approximately 6.92% of the total number of Shares outstanding), by virtue of being the sole stockholder of B Shares, Inc., the general partner of B Shares, L.P. Nickel 2015-94 B Trust has sole voting and dispositive power with respect to all such Shares. (xi) The Reporting Persons, as a group, beneficially own an aggregate of 94,144,908 Shares (approximately 8.06% of the total number of Shares outstanding). The Reporting Persons, as a group, have sole voting and dispositive power over all such Shares. | |
| (b) | See Item 5(a). | |
| (c) | See Item 3. | |
| (d) | Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares owned by such Reporting Person. | |
| Item 7. | Material to be Filed as Exhibits. | |
The following exhibits have been filed with this Schedule 13D/A. Exhibit 55 Joint Filing Agreement, dated as of November 25, 2025, among MA 1994 B Shares, L.P., MA 1994 B Shares, Inc., Micky Arison, Richard L. Kohan, Nickel 2015-94 B Trust, and KLR, LLC. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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