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Truist Financial Corporation filed Amendment No. 1 to a Schedule 13G reporting its passive ownership of Carnival Corporation (CCL) common stock. As of 30 June 2025, Truist beneficially owns 93,905.358 shares, representing a negligible 0.008 % of CCL鈥檚 outstanding shares. The bank holds sole voting power over 53,131 shares and sole dispositive power over 93,745.358 shares, with shared dispositive power on an additional 160 shares. Truist certifies that the shares are held in the ordinary course of business, not to influence control, and that it is not acting as part of a group. The filing was made to remediate reports that should have been submitted when the stake first dropped below 5 % in 2022. Given the extremely small position and the absence of activist intent, the disclosure carries minimal strategic or financial significance for Carnival shareholders.

Carnival Corporation & plc (NYSE: CCL) filed an 8-K on 7 July 2025 under Item 7.01 (Regulation FD) to disclose a significant capital-markets transaction.

The company priced a private offering of US$3.0 billion aggregate principal amount of 5.750% senior unsecured notes due 2032. Concurrently, it issued a conditional notice of redemption for US$2.4 billion of its outstanding 5.750% senior unsecured notes due 2027. The redemption is scheduled for 17 July 2025 at 100% of principal plus a make-whole premium and accrued interest, and is expressly conditioned on the closing of the new notes offering.

The filing clarifies that neither the 8-K nor the accompanying press release (Exhibit 99.1) constitutes the formal redemption notice for the 2027 notes; the information is being furnished, not filed, under the Exchange Act. Exhibit 104 contains the Inline XBRL cover-page data.

• New issuance: US$3.0 bn, 5.750% coupon, maturity 2032.
• Redemption target: US$2.4 bn, 5.750% coupon, maturity 2027; redemption date 17 Jul 2025.
• Condition precedent: Completion of the 2032 notes offering.

The transaction, if completed, will extend the company鈥檚 debt maturity profile by five years while marginally increasing total principal outstanding by US$0.6 bn.

Carnival Corporation & plc (NYSE: CCL) filed an 8-K on 7 July 2025 under Item 7.01 (Regulation FD) to disclose a planned private offering of US$2.0 billion senior unsecured notes maturing in 2032. The transaction is designed to fully repay the company鈥檚 first-priority senior secured term loan facility maturing in 2028. Any remaining proceeds, together with cash on hand, will be used to partially redeem Carnival鈥檚 outstanding 5.750% senior unsecured notes due 2027. The redemption is expressly conditioned upon the successful closing of the new notes offering.

The filing indicates that the information is being furnished鈥攏ot filed鈥攗nder Reg FD, thereby limiting Section 18 liability and precluding automatic incorporation into other SEC filings. No pricing, coupon, or other terms of the new notes were disclosed in the 8-K. A detailed press release (Exhibit 99.1) is incorporated by reference and contains the usual forward-looking-statement caveats.

Key investor takeaways:

• Amount: US$2.0 billion senior unsecured notes (private placement).
• Maturity: 2032鈥攅xtends debt tenor by roughly four years relative to the 2028 term loan being retired.
• Use of proceeds: 100% repayment of 2028 secured term loan; residual funds plus cash to retire part of 2027 unsecured notes.
• Conditionality: Redemption of 2027 notes hinges on successful closing of the new offering.
• Strategic effect: Replaces secured debt with unsecured debt and smooths near-term maturities, potentially improving collateral flexibility and liquidity.

Carnival Corporation & plc (NYSE: CCL, CUK) filed an 8-K to disclose the closing of a 鈧�1.0 billion (about US$1.1 billion) private offering of 4.125% senior unsecured notes due 2031. The notes were issued on 7 July 2025 under a new indenture and are guaranteed on a senior unsecured basis by Carnival Corporation and certain subsidiaries.

Use of proceeds: management will fully repay Carnival Corporation鈥檚 first-priority senior secured term loan maturing in 2027 and partially repay the similar facility maturing in 2028. The transaction therefore replaces nearer-term secured borrowings with unsecured debt that matures three to four years later, effectively terming-out 鈧�1 billion of obligations and releasing pledged collateral.

Key terms:

• Maturity: 15 July 2031.
• Coupon: 4.125%, paid annually starting 15 July 2026.
• Optional redemption: make-whole call to 14 Apr 2031; par call thereafter.
• Change-of-control put at 101% of principal.
• Covenants restrict liens, mergers and asset transfers; customary events of default apply.

Strategic implications: The refinancing extends the weighted-average maturity of Carnival鈥檚 debt stack, converts secured obligations to unsecured, and modestly diversifies the currency mix toward euros. While overall leverage is unchanged, unsecured issuance may lower the company鈥檚 blended cost of capital if the repaid term loans carried higher spreads. The covenant package provides incremental flexibility relative to first-lien debt.

The notes were placed with qualified institutional buyers under Rule 144A/Reg S and are not registered under the Securities Act. A press release announcing completion of the offering (Exhibit 99.1) was simultaneously furnished under Item 7.01 and is deemed "furnished" rather than "filed" for Exchange Act purposes.

Palo Alto Networks, Inc. (PANW) 鈥� Form 144 filing dated July 1, 2025 discloses a proposed secondary sale of 300,000 common shares by family-related trusts through J.P. Morgan Securities LLC. The shares carry an estimated aggregate market value of $61.392 million based on recent prices and represent approximately 0.05 % of the company鈥檚 666.8 million shares outstanding, implying limited ownership dilution because no new shares are being issued.

The trusts involved (Hawk Family Trust and multiple Cliff Family Trust sub-accounts) have been active sellers. Over the previous three months they completed eight open-market transactions totaling 鈮�959,796 shares and $145.6 million in gross proceeds, with sales executed on 11-Apr-2025, 1-May-2025 and 2-Jun-2025. The forthcoming 300 k-share block would lift the rolling four-month total to roughly 1.26 million shares.

All sales are made pursuant to Rule 144, which permits resale of restricted or control securities subject to volume, manner-of-sale and notice requirements. The seller certifies that no undisclosed material adverse information is known and, if applicable, that any Rule 10b5-1 trading plan was adopted on the date indicated.

Investment takeaways:

• The filing signals continued insider-related supply but on a scale unlikely to materially affect PANW鈥檚 float or trading liquidity.
• Because these are secondary sales, no cash flows to the company; proceeds accrue solely to the trusts.
• Investors may nevertheless monitor insider sentiment, especially given the nine-month cadence of sizable disposals.