S-3ASR 1 eh260811579_s3asr.htm FORM S-3ASR

As filed with the Securities and Exchange Commission on July 28, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Carrier Global Corporation

(Exact name of Registrant as specified in its charter)

Delaware

(State or Other Jurisdiction

of Incorporation or Organization)

83-4051582

(I.R.S. Employer

Identification No.)

13995 Pasteur Boulevard

Palm Beach Gardens, Florida 33418

(561) 365-2000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Michael D. Pych
Acting Chief Legal Officer, Vice President &
General Counsel, CST, M&A and Operations
13995 Pasteur Boulevard
Palm Beach Gardens, Florida 33418

(561) 365-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

John C. Kennedy
Christopher H. Van Buren
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000 (Telephone)

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

PROSPECTUS

CARRIER GLOBAL CORPORATION

715,279 Shares of Common Stock, Par Value $0.01 Per Share

This prospectus covers shares of common stock to be acquired by participants in the Carrier Global Corporation 2020 Long-Term Incentive Plan, as amended (the “Plan”), upon the exercise of certain options to purchase shares of, and stock appreciation rights with respect to, Carrier’s common stock and upon settlement of certain restricted stock units and performance-based restricted stock units issued pursuant to the Plan. All awards are subject to the terms of the Plan and the applicable schedule of terms. Any proceeds received by the Registrant from the exercise of stock options and stock appreciation rights covered by the Plan will be used for general corporate purposes.

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “CARR.” On July 27, 2026, the last sale price of our common stock as reported on the NYSE was $69.33 per share.

In reviewing this prospectus, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 5 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 28, 2026.

TABLE OF CONTENTS

ABOUT CARRIER GLOBAL CORPORATION	1

WHERE YOU CAN FIND MORE INFORMATION	1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3

RISK FACTORS	4

USE OF PROCEEDS	4

PLAN OF DISTRIBUTION	4

DESCRIPTION OF CARRIER CAPITAL STOCK	5

CARRIER GLOBAL CORPORATION 2020 LONG-TERM INCENTIVE PLAN	8

LEGAL MATTERS	12

EXPERTS	12

	1.	The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 5, 2026;
	2.	The portions of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on March 3, 2026, incorporated by reference into Part III of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025;
	3.	The Registrant’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2026, filed on April 30, 2026, and for the quarter ended June 30, 2026, filed on July 28, 2026; and
	4.	The Registrant’s Current Reports on Form 8-K filed on April 16, 2026 and July 24, 2026 (with respect to each of the foregoing, excluding any information furnished pursuant to Item 2.02 or Item 7.01).

Item	Amount
Securities and Exchange Commission registration fee	$	4,300*
Legal fees and expenses		50,000	*
Accounting fees and expenses		30,000	*
Printing expenses		50,000	*
Total	$	134,300*

Exhibit Number		Exhibit Description
2.1		Separation and Distribution Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation (incorporated by reference to Exhibit 2.1 of Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on April 3, 2020)
3.1		Amended and Restated Certificate of Incorporation of Carrier Global Corporation (incorporated by reference to Exhibit 3.1(b) of Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on April 3, 2020)
3.2		Amended and Restated Bylaws of Carrier Global Corporation (incorporated by reference to Exhibit 3.2 of Carrier Global Corporation's Annual Report on Form 10-K filed with the SEC on February 5, 2026)
5.1		Opinion of Erin O’Neal, Esq., Corporate Secretary
10.1		Employee Matters Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation (incorporated by reference to Exhibit 10.3 of Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on April 3, 2020)
10.2		Carrier Global Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 of Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on April 3, 2020)
10.3		Amendment Number One to the Carrier Global Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Carrier Global Corporation’s Quarterly Report on Form 10-Q filed with the SEC on July 28, 2022)
10.4		Second Amendment to the Carrier Global Corporation 2020 Long-Term Incentive Plan, effective as of April 9, 2025 (incorporated by reference to Exhibit 10.1 to Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on April 11, 2025)
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of Erin O’Neal, Esq., Corporate Secretary (included in Exhibit 5.1)
24.1		Power of Attorney (included on signature page of this Registration Statement)
107		Filing Fee Table

	CARRIER GLOBAL CORPORATION

	By:	/s/ Patrick Goris
		Patrick Goris Executive Vice President, Chief Financial & Strategy Officer

Signature		Title

/s/ David Gitlin		Chairman of the Board of Directors and Chief Executive Officer
David Gitlin		(Principal Executive Officer)

/s/ Patrick Goris		Executive Vice President, Chief Financial & Strategy Officer
Patrick Goris		(Principal Financial Officer)

/s/ Beril Yildiz		Vice President, Controller & Chief Accounting Officer
Beril Yildiz		(Principal Accounting Officer)

/s/ Jean-Pierre Garnier
Jean-Pierre Garnier		Director

/s/ John J. Greisch
John J. Greisch		Director

/s/ Charles M. Holley, Jr.
Charles M. Holley, Jr.		Director

/s/ Michael M. McNamara
Michael M. McNamara		Director

/s/ Amy E. Miles
Amy E. Miles		Director

/s/ Susan N. Story
Susan N. Story		Director

/s/ Michael A. Todman
Michael A. Todman		Director

/s/ Maximilian Viessmann
Maximilian Viessmann		Director

/s/ Virginia M. Wilson
Virginia M. Wilson		Director