UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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Our Code of Ethics focuses on the core values that serve as the foundation of our culture: respect, integrity, inclusion, innovation and excellence. It builds on the effort we have made to better understandembodies our culture and the values that guide how we operate and achieve our goals the right way. Employees are required to annually review and acknowledge their adherence to our Code of Ethics. We encourage you to visit the Corporate Responsibility section of our website (www.corporate.carrier.com), where you canto access Carrier’s Code of Ethics, excerpts from our Corporate Policy Manual and other Environmental, Social and Governance ("ESG") framework documents.

MESSAGE FROM OUR LEAD INDEPENDENT DIRECTOR

This summary highlights selected information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

We request that you vote on the following proposals at the 20232024 Annual Meeting:

The overall objective of the compensation program is to encourage and reward the creation of sustainable, long-term shareowner value. The current elements of the executive compensation program directly align the interests of the executives and shareowners, are competitive, motivate achievement of short- and long-term financial goals and strategic objectives, and align realized pay with performance.

Carrier is the leadinga global provider of healthy, safe, sustainableleader in intelligent climate and intelligent building and cold chainenergy solutions, with a diverse and world-class workforce. Through our performance-driven culture, we are drivingcreating long-term shareowner value by growing earnings and investing strategically to strengthen our position in the markets we serve.

Carrier we deliver healthy, safe, sustainabledevelops intelligent climate and intelligent outcomes for people around the world. We do this throughenergy solutions that support our Healthy Buildings, Healthy Homes and Connected Cold Chain programs, bringing together expertise fromcommitment to achieving net-zero greenhouse gas emissions across our companyvalue chain by 2050. Our comprehensive offerings help customers reach and exceed their goals and stay ahead of regulatory changes.

Carrier opened four additional i3 Labs in the United States, India, China and Japan. The innovation incubators are creative spaces where we ignite the development of disruptive technologies and empower our teams to test and develop solutions quickly, choosing speed to deliver differentiated customer solutions.

For the third consecutive year, Carrier achieved double-digit aftermarket growth in 2023. Our expanded Abound and Lynx offerings accelerated recurring revenues while helping customers achieve their sustainability goals. Across all business segments, insights from our industry-leading brands to solve global challengesconnected devices help increase energy efficiency, optimize performance and inspire confidence.

Carrier 2030 Environmental, Social & Governance (ESG) Goalsis developing visionary breakthroughs today to create a better tomorrow. Our solutions help customers achieve their decarbonization targets. We also incorporate sustainable practices throughout our global operations.

Carrier is aiming to reduceCarrier’s road map involves strategically transforming our customers’ carbon footprint byportfolio through electrification, integration and resilience. By providing sustainable solutions, we are also advancing toward our goal of helping customers avoid more than 1 gigaton of greenhouse gas emissions by 20302030. Our products, services and digital capabilities help customers meet their energy, carbon and food-waste reduction goals. Energy-efficient heat pumps, all-electric refrigeration and building solutions, refrigerants with lower global warming potential and connected technologies are just a few of the ways we are improving efficiencies in part through a tailored approach for specifyingbuildings, in homes and commissioning equipment, and providing assessment services based on each customer’s sustainability, operational and budgetary goals. We offer building andacross the cold chain customers within the product lifecycle and capital planning process both expertise and solutions to design, enable and deliver improved sustainability.chain.

Carrier committed to achieving carbon neutrality in our operations by 2030. We have implemented initiatives across Carrier facilities to reduce our absoluteincorporate sustainable practices aimed at reducing greenhouse gas emissions, byenergy consumption, water withdrawal and waste to landfill. We are expanding the use of high-efficiency equipment, refrigerants with lower global warming potential, electric technologies and renewable energy.

** Does notOur global Employee Resource Groups (ERGs) include Toshiba Carrier Corporation ("TCC").

We maintain partnerships with the Society of Hispanic Professional Engineers and the Society of Women Engineers. Additionally, we offer scholarship programs at historically Blackseveral colleges and universities including Spelman Collegeto strengthen our talent pipeline, and North Carolina Agriculturalwe increased student participation in our six-week leadership program. Mentors from Carrier led workshops on inclusion and Technical State University.diversity, and career preparation.

Carrier is committed to the continued development and engagement of our people. We promote continuous learning through our Employee Scholar Program, which covers the cost of an employee’s tuition, academic fees and books at approved universities.

We teamed up with other leading companies and the United Nations World Food Programmecontinued to build a world-class cold chain Transport Training Centre in Ghana. In addition, our Kidde business created the Cause For Alarm fire education and safety initiative to support communities that are at higher risk of death or injury in residential fires. We also supported Habitat for Humanity organizations through volunteer efforts, financial supportcontributions and product donations from our Healthy Homes suite of indoor air quality and fire safety solutions. Along with other companies, we also supported trainings at the United Nations World Food Programme Transport Training Centre in Ghana to enhance cold chain transport and logistics capacities across West Africa. In addition, our Kidde business continued to grow its award-winning Cause For Alarm fire safety education initiative to support communities that are at higher risk of residential fires.

The Board reviews the appropriate attributes, skills and experience required of directors and the Board as a whole through its annual self-evaluation process described below, and the recommendations of the Governance Committee.below. These criteria, which are set forth in Carrier's Corporate Governance Principles, are designed to reflect Carrier’s evolving business requirements and to promote the long-term interests of Carrier, its shareowners and other stakeholders.

The Board believes that the following attributes are essential for all Carrier directors:

Under Carrier's Corporate Governance Principles, a substantial majority of our directors must be independent; meaning that the director does not have a direct or indirect material relationship with Carrier other than as a director. The Governance Committee assesses director independence pursuant to the New York Stock Exchange ("NYSE") listing standards, applicable law and Carrier's Director Independence Policy (the “Policy”), which is available on the Corporate Responsibility section of our website.

Before joining the Board, and annually thereafter, each director completes a questionnaire seeking information about relationships and transactions that may require disclosure or affect their director responsibilities that may affect the independence determination, or that may affect the heightened independence standards that apply to members of the Audit Committee and Compensation Committee. The Governance Committee’s assessment considers all known relevant facts and circumstances about any relationships bearing on the independence of a director or nominee. The assessment also considers sales and purchases of products and services between Carrier, including its subsidiaries, and other companies or charitable organizations where a director and a nominee (and immediate family members) may have relationships that are pertinent to the independence determination.

Additionally, the Board has determined that each member of the Audit Committee meets the independence requirements for audit committee membership under the NYSE listing standards and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Also, each member of the Compensation Committee and Governance Committee meets the independence and other requirements for compensation committee and governance committee membership as set forth in the NYSE listing standards, the company's Corporate Governance Principles and Director Independence Policy, and the rules of the Securities and Exchange Commission (“SEC”) applicable to boards of directors in general, and compensation committees and governance committees in particular.

In addition to the above attributes, in evaluating the suitability of a candidate the Board also considers other factors, including:their:

The Board believes that our current directors possess and demonstrate these attributes and diverse perspectives and that they bring a strong blend of skills and experience to our deliberations.

In addition to the attributes expected of each director, the Board, through its self-evaluation process and in consultation with the Governance Committee, has identified additionalbelow the skills and experience that are essential to the oversight and implementation of Carrier’s business and strategy requirements.

The Board’s annual evaluation of its effectiveness encompasses the following questions, actions and outcomes, and plays an integral role in the refreshment and nomination process.

The Board believes that new ideas and perspectives are critical to a forward-looking board, as are the valuable experiences and deep understanding of Carrier’s business that a longer serving director offers. Our Corporate Governance Principles and Bylaws do not impose term limits on directors because the Board believes that a director who serves for an extended period will often be uniquely positioned to provide insight and perspective regarding Carrier’s operations and strategic direction. Our Corporate Governance Principles do requireprovide that directors retire at the Annual Meeting after reaching age 75, unless the Board makes an exception to the policy in special circumstances. Upon the recommendation of the Governance Committee, the Board approved this exception for Dr. Garnier and nominated him for election at the 20232024 Annual Meeting due to his deep and unique understanding of Carrier's business, industry and growth strategy gained during his tenure as a director of United Technologies Corporation ("UTC"), renamed Raytheon Technologies Corporation ("Raytheon" or "RTX"), and Carrier, his extensive experience leading and overseeing international operations and theEuropean businesses. The Board believes that Mr. Garnier's unique perspectives, that his prior serviceexperience and leadership will be critical as Carrier's first Lead Independent Director bring toCarrier integrates the VCS Business and completes our Board.announced portfolio transformation.

The Board, upon the recommendation of the Governance Committee, has nominated for election to the Board the nine10 individuals presented in this Proxy Statement. All are current directors of Carrier and were elected by the shareowners at the 20222023 Annual Meeting, except for Susan N. StoryMr. Viessmann who joined the Board in January 2023.2024 in connection with the acquisition of the VCS Business.

Ms. Story was identifiedAfter joining the Viessmann Group in 2015 to lead its digital transformation efforts, Mr. Viessmann now serves as a candidate forits Chief Executive Officer and member of its Executive Board. Mr. Viessmann brings experience to both the Board byand the Technology & Innovation Committee with his global business management, digitalization and alternative energy sources that are invaluable for Carrier's transformation into a third-party search firm. After reviewing Ms. Story's qualificationsdigitally enabled and discussing her nomination, the Governance Committee recommended Ms. Story to the Board. Upon the recommendation of the Governance Committeeend-to-end sustainable climate and considering Ms. Story’s qualifications, the Board appointed Ms. Story as an independent director effective January 15, 2023, with a term expiring at the 2023 Annual Meeting.energy solutions provider.

If, prior to the 20232024 Annual Meeting, any nominee becomes unavailable to serve, the Board may select a replacement nominee or reduce the number of directors to be elected. If the Board selects a replacement nominee before the 20232024 Annual Meeting, the proxy holders will vote the shares for which they serve as proxy for that replacement nominee.