8-K - CARR - Equibles

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):December 2, 2024

CARRIER

GLOBAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-39220	83-4051582
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

13995 Pasteur Boulevard

Palm Beach Gardens, Florida 33418

(Address of principal executive offices, includingzip code)

(561) 365-2000

(Registrant’s telephone number, includingarea code)

N/A

(Former name or former address, if changed sincelast report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	CARR	New York Stock Exchange
4.125% Notes due 2028	CARR28	New York Stock Exchange
4.500% Notes due 2032	CARR32	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.	Regulation FD Disclosure.

On December 2, 2024, Carrier Global Corporation issued a press release announcing the completion of the previously announced sale of its Commercial and Residential Fire business to an affiliate of Lone Star Funds. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits
---	---
99.1	Press release, dated December 2, 2024, issued by Carrier Global Corporation
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 2, 2024

CARRIER GLOBAL CORPORATION
By:	/s/ Patrick Goris
	Name: Patrick Goris<br><br> <br>Title: Senior Vice President and Chief Financial Officer

EXHIBIT99.1

For Immediate Release

Carrier Completes Strategic Portfolio Transformationwith Closing of

$3B Sale of its Commercial and Residential Fire Business

PALM BEACH GARDENS, Fla., December 2, 2024 – Carrier Global Corporation (NYSE: CARR), global leader in intelligent climate and energy solutions, today announced it has completed the sale of its Commercial and Residential Fire business to an affiliate of Lone Star Funds for an enterprise value of $3 billion.

"The sale of our Commercial and Residential Fire business is the final step in our strategic portfolio transformation, further simplifying and focusing our company, and strengthening our global leadership position in intelligent climate and energy solutions,” said Carrier Chairman & CEO David Gitlin. “As we enter 2025, we are laser-focused on our customers, growth, innovation and execution. We are deeply committed to delivering unparalleled value for our customers, shareowners and employees as a higher-growth, pure-play company dedicated to improving lives and creating a more sustainable world for generations to come.”

Today’s closing marks the culmination of Carrier’s strategic portfolio transformation, which also included the acquisition of Viessmann Climate Solutions and the divestitures of its Industrial Fire, Access Solutions and Commercial Refrigeration businesses.

Carrier intends to use the estimated $2.2 billion net proceeds from the sale of the Commercial and Residential Fire business to fund share repurchases, with at least $1 billion under an accelerated share repurchase program.

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as financial advisor to Carrier. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Linklaters LLP are providing external legal counsel.

AboutCarrier****Carrier Global Corporation, global leader in intelligent climate and energy solutions, is committed to creating solutions that matter for people and our planet for generations to come. From the beginning, we've led in inventing new technologies and entirely new industries. Today, we continue to lead because we have a world-class, diverse workforce that puts the customer at the center of everything we do. For more information, visit www.corporate.carrier.com or follow Carrier on social media at @Carrier.

Cautionary Statement

This communication contains statements which, to the extent they are not statements of historical or present fact, constitute "forward-looking statements" under the securities laws. These forward-looking statements are intended to provide management's current expectations or plans for Carrier's future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as "believe," "expect," "expectations," "plans," "strategy," "prospects," "estimate," "project," "target," "anticipate," "will," "should," "see," "guidance," "outlook," "confident," "scenario" and other words of similar meaning in connection with a discussion of future operating or financial performance. Forward-looking statements may include, among other things, statements relating to the sale of our industrial fire business, expected uses of the net proceeds therefrom, strategies or transactions of Carrier, Carrier's plans with respect to its indebtedness and other statements that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see Carrier's reports on Forms 10-K, 10-Q and 8-K filed with or furnished to the U.S. Securities and Exchange Commission from time to time. Any forward-looking statement speaks only as of the date on which it is made, and

Carrier assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

CARR-IR

Contact:

Investor Relations<br><br><br><br>Michael Rednor<br><br><br><br>561-365-2020<br><br><br><br>Michael.Rednor@carrier.com<br><br><br><br><br><br><br><br>Media Inquiries<br><br><br><br>Rob Six<br><br><br><br>561-281-2362<br><br><br><br>Robert.Six@Carrier.com