SCHEDULE 13D/A: Viessmann Generations Group Sells Portion of Carrier Global Stake Amid Portfolio Rebalancing

Viessmann Generations Group has reduced its stake in Carrier Global Corp through a block trade and a direct share repurchase by Carrier, citing portfolio diversification after a significant increase in value.

Summary

• Viessmann Generations Group (VGG) sold a total of 8,534,850 shares of Carrier Global Corp common stock on June 5, 2025.
• The sale comprised two equal parts: 4,267,425 shares sold in a block trade and 4,267,425 shares repurchased by Carrier Global Corporation.
• The shares were sold at a price of $70.30 per share, representing a 1.5406% discount to Carrier's closing price on June 5, 2025.
• The total consideration for the shares repurchased by Carrier was $299,999,997.50.
• Carrier's repurchase was conducted under its existing share repurchase authorization.
• VGG initially received these Carrier shares as consideration for Carrier's acquisition of Viessmann Climate Solutions in January 2024, valued at approximately $3,308,475,736 at that time.
• The value of VGG's Carrier shares increased by approximately 26.48% to $4,184,679,673 as of market close on June 5, 2025, prior to the sale.
• Following these transactions, VGG's beneficial ownership in Carrier Global Corp stands at 50,074,109 shares, representing approximately 5.84% of the total outstanding shares.
• VGG remains the largest non-institutional shareholder and retains its right to nominate one member to Carrier's Board of Directors, with Max Viessmann continuing in this role.

Sentiment

Score: 7

Explanation: The sentiment is generally positive. While a significant shareholder is selling, it's framed as a strategic portfolio rebalancing after substantial gains, not a loss of confidence. Carrier's share repurchase is a positive signal, and Max Viessmann's strong endorsement of Carrier's future and his continued board presence reinforce a positive outlook.

Positives

• Viessmann Generations Group realized a significant increase in the value of its Carrier shares, approximately 26.48%, from the time of acquisition in January 2024 to June 5, 2025.
• The sale allows VGG to rebalance its portfolio after a successful investment, indicating prudent financial management.
• Carrier Global Corporation's repurchase of its own shares can be viewed positively by investors as it reduces the number of outstanding shares, potentially boosting earnings per share.
• Max Viessmann, the VGG designee, will continue to serve on Carrier's Board, maintaining a strategic link and expressing strong confidence in Carrier's future growth and leadership.

Negatives

• The shares were sold at a 1.5406% discount to Carrier's closing price on June 5, 2025, which means VGG received slightly less than the market price for the sold shares.
• A large shareholder selling a portion of its stake, even for diversification, could be perceived negatively by some investors, potentially signaling a lack of full conviction, though this is mitigated by management's comments.

Risks

• Potential liens, charges, or other encumbrances on the Repurchased Shares that may exist pursuant to the organizational documents of the Issuer or those arising under applicable securities laws.
• Contractual or other restrictions prohibiting or affecting the sale or transfer of the Repurchased Shares, other than those necessary for compliance with the Securities Act.
• U.S. federal income tax withholding on payments made to the Seller under the agreement.
• Indemnification for misrepresentation or breach of representations, warranties, or covenants is capped at the Purchase Price.

Future Outlook

Max Viessmann expressed profound excitement about the combination of Viessmann Climate Solutions with Carrier and their future impact. He stated his intention to remain the largest non-institutional shareholder and continue serving on Carrier's Board for years to come. Viessmann Generations Group has committed not to sell any additional Carrier common stock within the current calendar year.

Management Comments

• Max Viessmann stated: "Combining with Carrier was transformational for Viessmann Climate Solutions, Carrier and the industry."
• Max Viessmann stated: "Serving on the Board has given me profound excitement about the combination and the impact that, together, we will have for our customers, people and the planet for generations to come."
• Max Viessmann stated: "I am selling a small percentage of my shares for typical diversification reasons, but I remain the largest non-institutional shareholder and currently aim both to keep it that way and to continue serving on Carrier's Board for years to come."
• Max Viessmann stated: "I could not have more confidence in Carrier, its leadership and the growth that, together, we will achieve."

Industry Context

This transaction highlights the ongoing integration and strategic alignment following Carrier's acquisition of Viessmann Climate Solutions. Max Viessmann's comments suggest the acquisition was transformational for both companies and the industry, indicating a positive long-term outlook for the combined entity within the climate solutions sector.

Corporate Governance

Related Party Transactions

• The Repurchase Agreement between Carrier Global Corporation and Viessmann Traeger HoldCo GmbH (an affiliate of Viessmann Generations Group, a significant shareholder with board representation) constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The share repurchase by Carrier may be viewed positively as it reduces outstanding shares, potentially increasing earnings per share. The sale by a major shareholder, while explained as diversification, could lead to short-term market reactions, but Max Viessmann's continued confidence and board presence mitigate potential negative sentiment.
• Employees: Max Viessmann's statement about the combined entity's impact on 'people' suggests a continued focus on employees and the broader workforce.
• Customers: Max Viessmann's statement about the combined entity's impact on 'customers' indicates a continued focus on delivering value and innovation to the customer base.
• Creditors: No direct impact on creditors is mentioned in the document.

Next Steps

• Viessmann HoldCo will instruct the transfer agent to transfer the Repurchased Shares to Carrier's designated account substantially concurrently with the Broker Sale.
• Seller (Viessmann HoldCo) shall deliver duly executed instruments of transfer to the transfer agent by July 20, 2025 (no earlier than July 1, 2025).
• Buyer (Carrier) shall pay the Purchase Price plus accrued interest to Seller by wire transfer on July 31, 2025.
• Viessmann Generations Group will not sell any Carrier common stock within the current calendar year.
• Max Viessmann will continue to serve as the VGG designee on Carrier's Board of Directors.

Key Dates

Recommendation

Keywords

Carrier Global Corp, Viessmann Generations Group, SEC filing, Schedule 13D, share repurchase, block trade, beneficial ownership, corporate governance, portfolio rebalancing, acquisition, Viessmann Climate Solutions, common stock