[S-8] Carrier Global Corporation Employee Benefit Plan Registration

Rhea-AI Filing Summary

Streeterville Capital LLC, Streeterville Management LLC and John M. Fife filed Amendment No. 1 to Schedule 13G regarding Garden Stage Ltd (Nasdaq: GSIW).

The amendment, dated 29 July 2025, states the reporting persons now hold 0 ordinary shares, equal to 0.0 % of the outstanding class. Their current powers are:

• Sole voting power: 0
• Shared voting power: 0
• Sole dispositive power: 0
• Shared dispositive power: 0

The filing confirms the group’s ownership has fallen below the 5 % threshold that triggers a Schedule 13G, signalling a complete exit from a previously reportable stake. The signatories certify the shares were not acquired or held to influence control of the issuer.

Issuer address: 201, 2/F, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong. CUSIP: G3730L107.

No financial results or transactional details accompany this disclosure.

Positive

• None.

Negative

• Streeterville Capital, Streeterville Management and John M. Fife disclose their ownership has dropped to 0 %, eliminating a former >5 % holder of Garden Stage.

Insights

Securities Analyst

TL;DR: Streeterville’s 13G/A shows its ownership in GSIW fell to 0 %, removing a prior 5 %+ holder; impact appears neutral-to-slightly negative.

The amendment is principally an exit notice—Streeterville Capital, its manager and principal John Fife now report no voting or dispositive power over any Garden Stage shares. While the change eliminates a potential overhang of insider influence, it also signals that a sophisticated investor no longer sees value in holding the position. Because no price, transaction size or rationale is provided, the market impact will depend on whether the divestiture was previously known. Given the small-cap nature of GSIW, the absence of a strategic holder could modestly increase share-price volatility, but the filing itself carries limited immediate financial implications.

Corporate Governance Expert

TL;DR: Filing removes Streeterville as a significant stakeholder, simplifying ownership structure without changing control dynamics—overall governance impact is minimal.

Schedule 13G filers are passive investors; thus Streeterville’s move to 0 % does not alter board composition or control rights. However, it reduces concentrated ownership risk and may broaden the free float, which proxy advisers often view positively. The certification that the position was never intended to influence control further supports a neutral governance assessment. Absent other activists, Garden Stage’s governance profile remains unchanged.

As filed with the Securities and Exchange Commission on July 29, 2025

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Carrier Global Corporation

(Exact name of Registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	83-4051582 (I.R.S. Employer Identification No.)
13995 Pasteur Boulevard Palm Beach Gardens, Florida 33418 (Address of Principal Executive Offices)	33418 (Zip Code)

Carrier Global Corporation 2020 Long-Term Incentive Plan

(Full title of the plan)

Francesca Campbell

13995 Pasteur Boulevard

Palm Beach Gardens, Florida 33418

(Name and address of agent for service)

(561) 365-2000

(Telephone number, including area code, of agent for service)  

With copies to:

John C. Kennedy

Luke R. Jennings

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

(212) 373-3000 (Telephone)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐		Smaller reporting company	☐
			Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

On April 9, 2025, at the 2025 Annual Meeting of Shareowners of Carrier Global Corporation (the “Registrant”), the Registrant’s shareowners approved an amendment (the “Amendment”) to the Carrier Global Corporation 2020 Long-Term Incentive Plan, as amended (the “Plan”), to increase the number of shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), authorized for future issuance thereunder by 17,000,000 shares. The Amendment was previously approved by the Registrant’s Board of Directors (the “Board”) upon the recommendation of the Compensation Committee of the Board. This Registration Statement on Form S-8 is being filed for the purpose of registering the additional 17,000,000 shares of the Common Stock issuable pursuant to the Plan. The shares of Common Stock are securities of the same class and relate to the same Plan as those shares registered on the Registrant’s Registration Statement on Form S-8 previously filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) on March 16, 2020 (File No. 333-237207) (the “Prior Registration Statement”). In accordance with General Instruction E to Form S-8, this Registration Statement on Form S-8 incorporates by reference the contents of the Prior Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein, and the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such Prior Registration Statement with respect to the Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note of Part I of Form S-8. The documents containing the information specified in Part I have been or will be delivered to the participants in the Plan as required by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the Registrant with the SEC are incorporated herein by reference:

· the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on February 11, 2025, as superseded by (solely to the extent set forth in) the Registrant’s Current Report on Form 8-K filed on July 29, 2025, and including the portions of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on February 25, 2025, incorporated by reference therein (the “Annual Report”);

· the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Commission on May 1, 2025;

· the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Commission on July 29, 2025;

· the Registrant’s Current Reports on Form 8-K, filed on January 15, 2025, April 11, 2025, April 17, 2025 and July 29, 2025 (other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under the Exchange Act); and

· the description of the Registrant’s common stock contained in Exhibit 4.5 to the Annual Report, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed amendment hereto or document which is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 5.1 of the Registrant’s amended and restated by-laws requires the Registrant to indemnify and hold harmless, to the full extent permitted from time to time under the General Corporation Law of the State of Delaware (the “DGCL”) each person who is made or threatened to be made a party to (or, in the case of directors and officers,

otherwise involved in) any threatened, pending or completed action, suit, arbitration, alternative dispute resolution procedure, legislative hearing or inquiry or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, employee or officer of the Registrant. Such indemnification will cover all expenses, liabilities and losses reasonably incurred by such individuals.

Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Subsection (d) of Section 145 of the DGCL provides that any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by the majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the shareowners.

Section 145 of the DGCL also provides that to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. In the case of indemnification pursuant to the foregoing sentence, for indemnification with respect to any act or omission occurring after December 31, 2020, “officer” means only a person who at the time of such act or omission is deemed to have consented to service by the delivery of process to the registered agent of the corporation pursuant to 10 Del. C. § 3114(b) (treating Delaware residents as if they were nonresidents). Section 145 further provides that expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145 of the DGCL; that any indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed

exclusive of any other rights to which the indemnified party may be entitled; that indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators; and empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145. The Registrant’s third amended and restated by-laws contain similar provisions regarding the advancement of expenses (including attorneys’ fees) reasonably incurred by an officer or director.

To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, the Registrant’s amended and restated certificate of incorporation provides that a director of the Registrant shall not be personally liable to the Registrant or its shareowners for monetary damages for breach of fiduciary duty as a director.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.		Description
4.1		Amended and Restated Certificate of Incorporation of Carrier Global Corporation (incorporated by reference to Exhibit 3.1(b) of Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on April 3, 2020)
4.2		Third Amended and Restated Bylaws of Carrier Global Corporation (incorporated by reference to Exhibit 3.1 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on June 7, 2024)
5.1*		Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding the legality of the Registrant’s common stock being registered.
23.1*		Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (contained in Exhibit 5.1).
23.2*		Consent of PricewaterhouseCoopers LLP
24.1*		Power of Attorney (included on signature pages attached hereto)
99.1		Second Amendment to the Carrier Global Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on April 11, 2025)
107*		Filing Fee Table.

* Filed herewith

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement; provided

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on July 29, 2025.

	CARRIER GLOBAL CORPORATION
	By:	/s/ Francesca Campbell
		Name:	Francesca Campbell
		Title:	Senior Vice President and Chief Legal Officer

POWER OF ATTORNEY

BE IT KNOWN BY THESE PRESENT, that each director whose signature appears below constitutes and appoints DAVID GITLIN, PATRICK GORIS and FRANCESCA CAMPBELL and each of them, his or her true and lawful attorney(s)-in-fact and agent(s), with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments and registration statements filed pursuant to Rule 462, and otherwise, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney(s)-in-fact and agent(s), or their substitute(s), may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated and on July 29, 2025.

Signature		Title
/s/ David Gitlin		Director, Chairman and Chief Executive Officer
David Gitlin		(Principal Executive Officer)
/s/ Patrick Goris		Senior Vice President, Chief Financial Officer
Patrick Goris		(Principal Financial Officer and Principal Accounting Officer)
/s/ Jean-Pierre Garnier
Jean-Pierre Garnier		Director
/s/ John J. Greisch
John J. Greisch		Director
/s/ Charles M. Holley, Jr.
Charles M. Holley, Jr.		Director
/s/ Michael M. McNamara
Michael M. McNamara		Director
/s/ Amy Miles
Amy Miles		Director
/s/ Susan N. Story
Susan N. Story		Director
/s/ Michael A. Todman
Michael A. Todman		Director
/s/ Maximilian Viessmann
Maximilian Viessmann		Director
/s/ Virginia M. Wilson
Virginia M. Wilson		Director

FAQ

What did Streeterville Capital report in the GSIW Schedule 13G/A?

The firm reported ownership of 0 ordinary shares (0.0 %), indicating a complete exit.

Why was the Schedule 13G/A filed on July 29, 2025?

The filing reflects an event on 07/29/2025 that reduced the group’s holdings below the 5 % reporting threshold.

Does the filing indicate any voting or dispositive power for Streeterville?

No. It lists 0 shares for both sole/shared voting and dispositive power.

What class of securities is covered in this 13G/A?

Garden Stage’s ordinary shares, par value $0.0001, CUSIP G3730L107.

Does the filing include Garden Stage’s financial results or transactions?

No. The document only addresses ownership disclosure; no earnings or transaction data are provided.