Material Agreement Form 8 K

Notes Offering

On November 8, 2024, Carrier Global Corporation ("Carrier" or the "Company") completed its previously announced private offering of €750,000,000 aggregate principal amount of 3.625% euro-denominated notes due 2037 (the "Notes").

The Company used the net proceeds from the sale of the Notes, together with cash on hand, to redeem the Company's 4.375% Notes due 2025 (NYSE: CARR25) (the "Euro 2025 Notes") and to pay fees and expenses in connection with the offering of the Notes.

The Notes were issued under that certain Supplemental Indenture No. 3, dated November 8, 2024 (the "Supplemental Indenture") to the Indenture, dated as of November 29, 2023, between Carrier and Deutsche Bank Trust Company Americas, as trustee (the "Base Indenture," and together with the Supplemental Indenture, the "Indenture").

Interest on the Notes began accruing on November 8, 2024, the issue date of the Notes, at a rate of 3.625% per annum, payable annually on January 15 of each year, beginning on January 15, 2025.

Prior to October 15, 2036 (three months prior to the maturity date of the Notes) (the "Par Call Date"), the Company may redeem the Notes, in whole or in part, at any time and from time to time at a "make-whole" premium, plus accrued and unpaid interest to the redemption date. On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

If a change of control triggering event occurs, the holders of the Notes may require the Company to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to the repurchase date.

The Indenture contains covenants that impose limitations on, among other things, creating liens on certain assets to secure debt; consolidating, merging, selling or otherwise disposing of all or substantially all assets; and entering into sale and leaseback transactions. The Indenture also contains customary events of default and covenants for an issuer of investment grade debt securities.

The Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or outside of the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. The Notes were not, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

In connection with the issuance of the Notes, Carrier entered into a Registration Rights Agreement (the "Registration Rights Agreement"), dated November 8, 2024, by and among Carrier, J.P. Morgan Securities plc, HSBC Continental Europe, Morgan Stanley & Co. International plc, Merrill Lynch International, Citigroup Global Markets Limited, Goldman Sachs & Co. LLC, UniCredit Bank GmbH, Barclays Bank PLC, BNP Paribas, Deutsche Bank AG, London Branch, Mizuho International plc, MUFG Securities EMEA plc, SMBC Bank International plc, Wells Fargo Securities International Limited, Bank of Montreal, London Branch, Commerzbank Aktiengesellschaft, ICBC Standard Bank plc, Intesa Sanpaolo S.p.A., Loop Capital Markets LLC, Siebert Williams Shank & Co., LLC, Société Générale and Standard Chartered Bank with respect to the Notes.

Pursuant to the Registration Rights Agreement, Carrier has agreed to use commercially reasonable efforts to (1) file a registration statement with the Securities and Exchange Commission with respect to a registered offer to exchange the Notes for new notes under the Securities Act (the "Exchange Notes") having terms substantially identical in all material respects to the Notes (except that the Exchange Notes will not contain terms with respect to additional interest or transfer restrictions) or (2) in certain circumstances, file a shelf registration statement with respect to resales of the Notes.