Carrier Global Corporation filed a Form 8-K with the SEC on November 4, 2026, disclosing the completion of an underwritten offering of $1.5 billion in senior unsecured notes across two tranches, with proceeds intended primarily to refinance existing indebtedness.

Key Highlights

  • Two-tranche offering: $750 million of 5.000% Notes due November 4, 2029, and $750 million of 5.350% Notes due November 4, 2033 were issued on November 4, 2026.
  • Refinancing intent: The company disclosed it intends to use net proceeds to refinance certain existing indebtedness, including repayment at maturity of its 2.493% notes due February 15, 2027.
  • Senior unsecured ranking: According to the filing, the notes are general unsecured senior obligations ranking equally with all existing and future unsubordinated indebtedness.
  • Interest payments: Interest on both series will be paid semi-annually in arrears on May 4 and November 4 each year, commencing May 4, 2027.
  • Change of control provision: Upon a change of control triggering event, holders may require the company to purchase their notes at 101% of principal amount plus accrued and unpaid interest.
  • Lead underwriters: The underwriting agreement was dated November 2, 2026, with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., and Goldman Sachs & Co. LLC as managers.

Carrier Global Completes $1.5 Billion Debt Offering to Refinance 2027 Notes

Carrier Global Corporation (NYSE:CARR) reported in its November 4, 2026 Form 8-K that it completed an underwritten offering of two series of senior notes totaling $1.5 billion in aggregate principal. The 2029 notes carry a 5.000% annual interest rate and mature on November 4, 2029, while the 2033 notes carry a 5.350% annual interest rate and mature on November 4, 2033. Both series were issued under an indenture dated November 4, 2026, between the company and U.S. Bank Trust Company, National Association, as trustee.

According to the filing, the company intends to use the net proceeds to refinance certain existing indebtedness, with specific mention of repaying its 2.493% notes due February 15, 2027, at maturity. Any remaining net proceeds may be used for general corporate and working capital purposes, which the filing states may include repayment of borrowings under the company's commercial paper program. Pending those uses, the company may apply some or all of the proceeds to general corporate and working capital purposes.

The filing describes redemption terms for each series. The 2029 notes may be redeemed at the company's option prior to October 4, 2029 at a "make-whole" price, or on or after that date at 100% of principal plus accrued and unpaid interest. The 2033 notes carry a comparable structure, with the par call date set at September 4, 2033, two months before stated maturity. The indenture also includes covenants limiting the company's ability to incur certain secured debt, engage in certain sale and leaseback transactions, and consolidate or merge with other entities, subject to qualifications and limitations described in the filing. The offering was made pursuant to the company's shelf registration statement on Form S-3 (Registration No. 333-299753).

What Was Disclosed

Carrier Global Corporation disclosed the completion of a $1.5 billion two-tranche senior unsecured note offering on November 4, 2026, covering issuance terms, intended use of proceeds, redemption provisions, and related covenant obligations under a new indenture.