8-KRegulation FD

CARRIER GLOBAL Corp 8-K Report, Regulation FD Disclosure (Jun 5, 2025)

Filed June 5, 2025For Securities:CARR

Summary

Carrier Global Corporation (CARR) announced on June 5, 2025, a significant share repurchase transaction involving 4,267,425 shares of its common stock from Viessmann Traeger HoldCo GmbH. This entity is controlled by Maximilian Viessmann, a director on Carrier's board. The total purchase price for these shares was $300 million, equating to $70.30 per share. This price was set at a 1.54% discount to the closing price on the transaction date and matched the price at which Viessmann HoldCo simultaneously sold the same number of shares to a third-party broker. The repurchase was executed under Carrier's existing share repurchase authorization and appears to be a strategic move that also facilitates a partial exit for a key insider while signaling continued commitment. Maximilian Viessmann stated that the sale is for diversification purposes, emphasizing that he remains the largest non-institutional shareholder and intends to continue serving on the board. Importantly, Viessmann HoldCo has committed not to sell any additional Carrier shares within the current calendar year, which could provide some stability to the stock price in the short term.

Key Highlights

  • 1Carrier repurchased 4,267,425 shares of common stock for $300 million.
  • 2The seller was Viessmann Traeger HoldCo GmbH, an entity controlled by board member Maximilian Viessmann.
  • 3The per-share repurchase price was $70.30, a 1.54% discount to the June 5, 2025 closing price.
  • 4The transaction was conducted under the company's existing share repurchase authorization.
  • 5Maximilian Viessmann stated the sale is for diversification, and he remains the largest non-institutional shareholder.
  • 6Viessmann HoldCo has committed to not selling any further Carrier shares this calendar year.

Frequently Asked Questions

Carrier repurchased shares from Viessmann Traeger HoldCo GmbH, controlled by board member Maximilian Viessmann, as part of its existing share repurchase authorization. The transaction was structured at a discount to the market price and at the same price as a simultaneous sale by Viessmann HoldCo to a third-party broker, indicating a negotiated transaction for strategic or liquidity purposes for both parties.

The repurchase price of $70.30 per share was a 1.54% discount to the closing price on June 5, 2025. This price was also equal to the price at which Viessmann HoldCo sold the same number of shares to a third party. This suggests a carefully negotiated price that is close to market value and provides a slight benefit to Carrier while enabling Viessmann HoldCo to execute its sale at a predetermined level.

Maximilian Viessmann, through Viessmann HoldCo, stated that despite selling a small percentage of his shares for diversification, he remains the largest non-institutional shareholder. He also expressed his intention to continue serving on Carrier's Board of Directors for years to come and has committed that Viessmann HoldCo will not sell any additional Carrier stock within the current calendar year.

The share repurchase reduces the number of outstanding shares, which can be accretive to earnings per share (EPS) assuming net income remains constant. It also signals management's confidence in the company's valuation and commitment to returning capital to shareholders. The company funded the repurchase using its existing authorization, implying it has the financial capacity for such transactions.