Every material Form 8-K Carrier Global has filed with the SEC since November 08, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Carrier Global completed an underwritten offering of $750 million of 5.000% notes due 2029 and $750 million of 5.350% notes due 2033, totaling $1.5 billion. The company plans to use the net proceeds mainly to refinance existing debt, including repaying its 2.493% notes due February 15, 2027, with any remainder for general corporate purposes.
Offering totals $1.5 billion: $750 million of 5.000% notes due November 4, 2029 and $750 million of 5.350% notes due November 4, 2033
Proceeds intended to repay at maturity the 2.493% notes due February 15, 2027, and for general corporate and working capital purposes
Notes are unsecured senior obligations; interest paid semi-annually on May 4 and November 4, starting May 4, 2027
Holders can require repurchase at 101% of principal upon a change of control triggering event
Carrier Global Corporation reported third quarter 2026 net sales of $6.3 billion, a 12% increase year-over-year, alongside an organic sales increase of 15%. However, the company recorded a GAAP net loss of $2.54 billion and a diluted EPS of ($3.16), driven primarily by a $3.1 billion non-cash goodwill impairment charge in its Climate Solutions Europe segment, while adjusted EPS rose to $0.87. Shareholders also benefited from record backlog exceeding $8.5 billion and raised full-year 2026 sales guidance to nearly $24 billion.
Net sales reached $6.3 billion for the third quarter of 2026, up 12% from $5.579 billion in the prior-year period.
GAAP diluted EPS was ($3.16), impacted by a $3.1 billion non-cash goodwill impairment charge in Climate Solutions Europe, while adjusted EPS was $0.87.
Free cash flow for the quarter was $674 million, compared to $224 million in the third quarter of 2025.
Full-year 2026 sales guidance was raised to nearly $24 billion, with expected organic growth of approximately 10%.
Carrier reported second-quarter 2026 net sales of $6.4 billion, up 4% from a year earlier, but GAAP operating profit fell 9% to $825 million and adjusted EPS fell 7% to $0.86. The company raised its full-year 2026 outlook to about $23 billion in sales, about $3.5 billion in adjusted operating profit and about $2.90 in adjusted EPS, citing record backlog and strong orders.
Q2 2026 net sales $6.4 billion, up 4%; organic sales up 3%
GAAP EPS $0.60 vs $0.70 a year earlier; adjusted EPS $0.86 vs $0.92
Adjusted operating margin 17.2%, down 190 basis points from 19.1%
Full-year 2026 outlook raised: sales about $23 billion (prior about $22 billion), adjusted EPS about $2.90 (prior about $2.80)
Carrier Global named Neil Barua, President and Chief Executive Officer of PTC Inc., as an independent director effective July 24, 2026, with a term expiring at the 2027 Annual Meeting of Shareowners. He also joins the Board's Compensation Committee and Technology & Innovation Committee. The filing describes this as a routine board addition with standard non-employee director compensation and no related-party transactions reported.
Neil Barua appointed independent director effective July 24, 2026; term expires at the 2027 Annual Meeting of Shareowners
Barua appointed to the Compensation Committee and Technology & Innovation Committee
Barua has been President and CEO of PTC Inc. since 2024; previously CEO of ServiceMax (2019 to 2023) and IPC Systems (2014 to 2018)
Compensation will be consistent with the Company's programs for non-employee directors
Carrier reported first-quarter 2026 net sales of $5.3 billion, up 2%, but organic sales fell 1% and profit declined sharply, with GAAP operating profit down 59% to $259 million and adjusted EPS down 12% to $0.57. The company reaffirmed its full-year 2026 outlook, including about $3.4 billion of adjusted operating profit and about $2 billion of free cash flow, though the Riello divestiture is now expected to close by the end of the second quarter rather than the first.
Net sales were $5.3 billion, up 2%; organic sales declined 1%, offset by a 3% foreign currency benefit.
GAAP operating profit was $259 million, down 59%; adjusted operating profit was $594 million, down 30%.
GAAP diluted EPS from continuing operations was $0.28, down 40%; adjusted EPS was $0.57, down 12%.
Full-year 2026 guidance was unchanged, with Riello divestiture now expected to close by the end of Q2 2026.
Carrier reported fourth-quarter 2025 net sales of $4.8 billion, down 6% from a year earlier, and adjusted EPS of $0.34, down 37%. The company also issued 2026 guidance calling for adjusted EPS of about $2.80, compared with $2.59 for full-year 2025, which shareholders will weigh against the weaker quarter.
Q4 2025 GAAP operating profit was $101 million, down 87%, while adjusted operating profit was $455 million, down 33%.
Climate Solutions Americas residential volume fell 38% in the quarter, cited as the main drag on results.
2026 guidance includes adjusted operating profit of about $3.4 billion, free cash flow of about $2 billion and about $1.5 billion in share repurchases.
The 2026 outlook assumes the Riello divestiture closes by the end of Q1 2026, subject to regulatory approvals, a headwind of about $350 million in sales.
Carrier reported third-quarter 2025 net sales of $5.6 billion, down 7% from a year earlier, and GAAP operating profit of $539 million, down 29%. The company cut its full-year 2025 guidance, with adjusted EPS now about $2.65 versus the prior $3.00 to $3.10, and its board approved a $5 billion increase to the share repurchase authorization, bringing the amount available to about $5.8 billion.
Q3 net sales $5.6 billion, down 7%; organic sales down 4%
Diluted GAAP EPS from continuing operations $0.47 vs. $0.62 a year earlier; adjusted EPS $0.67 vs. $0.77
Full-year 2025 guidance: sales about $22 billion (prior about $23 billion); adjusted EPS about $2.65 (prior $3.00 to $3.10)
Board approved $5 billion buyback increase, effective October 28, 2025; authorization has no time limit
Carrier Global appointed Beril Yildiz as Vice President, Controller and Chief Accounting Officer, effective when she starts on September 22, 2025. Patrick Goris, the company's CFO, has been serving as interim Controller since May 2, 2025 and will hand that role over on her start date while remaining Senior Vice President and Chief Financial Officer.
Beril Yildiz, age 47, previously was Senior Vice President, Controller and Chief Accounting Officer at International Flavors & Fragrances from September 2022 to August 2025
Yildiz's compensation includes a $500,000 annual base salary, a 60% target annual bonus, a $470,000 annual long-term incentive target, and a $750,000 sign-on equity grant
Yildiz also receives an $800,000 cash sign-on award and standard relocation expenses
Carrier Global reported second-quarter 2025 net sales of $6.1 billion, up 3% from a year earlier, with organic sales up 6%. Adjusted earnings per share rose 26% to $0.92, and GAAP diluted EPS from continuing operations rose 56% to $0.70. The company reaffirmed its full-year 2025 guidance, including adjusted EPS of $3.00 to $3.10 and free cash flow of $2.4 billion to $2.6 billion.
Q2 2025 net sales were $6.1 billion, up 3%; organic sales rose 6%, offset by a 4% headwind from divestitures, mainly Commercial Refrigeration.
Adjusted EPS was $0.92, up 26% from $0.73; GAAP EPS from continuing operations was $0.70, up from $0.45.
Free cash flow was $568 million in the quarter, compared with $549 million a year earlier.
Full-year 2025 guidance was unchanged: adjusted EPS of $3.00 to $3.10 and free cash flow of $2.4 billion to $2.6 billion.
Carrier reported first quarter 2025 net sales of $5.2 billion, down 4%, while adjusted EPS rose 27% to $0.65 and GAAP EPS rose to $0.47 from $0.19. The company raised its full-year 2025 adjusted EPS guidance to $3.00 to $3.10 from $2.95 to $3.05, and it also changed its segment reporting structure.
Adjusted EPS was $0.65 versus $0.51 a year earlier; GAAP EPS from continuing operations was $0.47 versus $0.19.
Net sales were $5.2 billion, down 4%; organic sales grew 2%, with a 5% headwind from net acquisitions and divestitures.
Full-year 2025 adjusted EPS guidance was raised to $3.00 to $3.10 from $2.95 to $3.05; free cash flow guidance of $2.4 billion to $2.6 billion was unchanged.
Free cash flow was $420 million in the quarter, and the company paid down $1.2 billion of debt and returned $1.5 billion to shareholders.
Carrier Global said its Vice President, Controller and Chief Accounting Officer, Kyle Crockett, is resigning to pursue another opportunity, with his last day expected on or about May 2, 2025. The filing states the departure was for personal reasons and not tied to any disagreement about financial statements, internal controls, operations, policies or practices. Chief Financial Officer Patrick Goris agreed to serve as interim Controller starting May 2, 2025, while the company searches for a permanent replacement.
Kyle Crockett, Vice President, Controller and Chief Accounting Officer, resigns; last day expected on or about May 2, 2025
Crockett's resignation was for personal reasons and not due to any disagreement with the company
Patrick Goris, Senior Vice President and CFO since November 2020, becomes interim Controller effective May 2, 2025
A permanent Controller search is underway; the filing gives no timeline for a replacement
At its April 9, 2025 annual meeting, Carrier Global shareowners approved an amendment adding 17,000,000 shares to the 2020 Long-Term Incentive Plan and elected all 10 nominated directors to terms expiring at the 2026 meeting. Shareowners also approved the advisory executive pay proposal and the ratification of PricewaterhouseCoopers LLP as independent auditor for 2025, and did not approve a shareowner proposal for a lobbying transparency report.
Plan amendment approved: 708,612,162 votes for and 20,189,540 against, increasing shares authorized for future issuance by 17,000,000.
All 10 director nominees elected, including Jean-Pierre Garnier, David Gitlin and Amy E. Miles.
Advisory say-on-pay proposal approved: 619,115,896 votes for and 106,886,454 against.
Lobbying transparency report proposal not approved: 104,336,511 votes for and 622,188,788 against.
Carrier reported fourth quarter 2024 sales of $5.1 billion, up 19% including 6% organic growth, and adjusted EPS from continuing operations of $0.54, up 50%. GAAP EPS from continuing operations was a loss of $0.05, driven mainly by a tax charge of approximately $650 million tied to an internal business reorganization. For 2025, Carrier expects adjusted EPS of $2.95 to $3.05 and plans to repurchase about $3 billion in shares.
Q4 2024 sales $5.1 billion, up 19%; organic growth 6%
Q4 GAAP EPS from continuing operations ($0.05); adjusted EPS $0.54
Full-year 2024 adjusted EPS $2.56, up 16%; GAAP EPS $1.22
2025 guidance: sales $22.5 to $23.0 billion; adjusted EPS $2.95 to $3.05
Carrier Global named Amy Miles, former chair and CEO of Regal Entertainment Group, as an independent director effective January 15, 2025, with a term expiring at the 2025 Annual Meeting of Shareowners. She also joins the Board's Audit and Governance Committees, and the filing says she will be compensated under the company's non-employee director programs.
Amy Miles appointed independent director effective January 15, 2025; term runs to the 2025 Annual Meeting of Shareowners
Miles also appointed to the Audit Committee and Governance Committee
Previously served as Chair and CEO of Regal Entertainment Group from 2015 to 2018 and as its CEO from 2009 to 2018
Filing states the appointment was not made under any arrangement with a third party
Carrier Global entered a new 5-year senior unsecured revolving credit agreement allowing borrowings of up to $2.5 billion, replacing its prior $500 million 364-day and $2 billion 5-year revolving facilities. The company says the new facility supports its cash requirements and commercial paper program, and its terms are substantially similar to the prior agreements. For shareholders, this is a routine refinancing that maintains existing borrowing capacity, with the filing noting a change-of-control event of default and a consolidated leverage ratio covenant.
New $2.5 billion 5-year senior unsecured revolving credit agreement dated December 20, 2024, with JPMorgan Chase Bank, N.A. as administrative agent
Replaces a $500 million 364-day facility (dated May 17, 2024) and a $2 billion 5-year facility (dated May 19, 2023)
U.S. dollar borrowings priced at Term SOFR plus 0.10% and a ratings-based margin; Euro borrowings at Adjusted EURIBOR plus a ratings-based margin
Includes a consolidated leverage ratio financial covenant
Carrier Global said on December 2, 2024 that Kevin O'Connor, its Senior Vice President and Chief Legal Officer, will step down, with an expected departure date of January 1, 2025. The company has appointed Francesca Campbell as its new Senior Vice President and Chief Legal Officer. The filing does not give a reason for the departure and includes no financial results or guidance.
Kevin O'Connor, Senior Vice President and Chief Legal Officer, is stepping down with an expected departure date of January 1, 2025
Francesca Campbell has been appointed Senior Vice President and Chief Legal Officer
Announcement made December 2, 2024; the 8-K was filed December 3, 2024
Carrier Global completed a private offering of €750,000,000 in 3.625% euro-denominated notes due 2037 on November 8, 2024. The company used the proceeds, together with cash on hand, to redeem its 4.375% Notes due 2025 and to pay offering fees and expenses, replacing shorter-dated debt with longer-dated debt.
Notes: €750,000,000 aggregate principal, 3.625% coupon, maturing 2037, interest paid annually on January 15 starting January 15, 2025
Proceeds plus cash on hand used to redeem the 4.375% Notes due 2025 at a total cash price of €770,655,000 including accrued interest
Holders may require repurchase at 101% of principal plus accrued interest if a change of control triggering event occurs
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