Lennox revises executive long-term incentive plan

Lennox International revised its long-term incentive award agreement for senior U.S. executives, mainly adjusting vesting, exercise timing, and retirement eligibility terms.

Rhea-AI Filing Summary

Lennox International Inc. (LII) updated its executive equity compensation documentation. On September 16, 2026, the Compensation and Human Resources Committee approved a new form of Long-Term Incentive Award Agreement for U.S. employees at the vice president level and above under the 2019 Equity and Incentive Compensation Plan.

The agreement will govern grants of restricted stock units, performance share units, and stock appreciation rights to executive officers. The company states that terms are substantially similar to the previously disclosed form, with changes primarily to vesting and exercise schedules, retirement eligibility, and other administrative and conforming provisions.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Terms

Long-Term Incentive Award Agreement, restricted stock units, performance share units, stock appreciation rights, +1 more

5 terms

Long-Term Incentive Award Agreement financial

"approved a new form of Long-Term Incentive Award Agreement for U.S. Employees"

restricted stock units financial

"used for grants to executive officers of restricted stock units, performance"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance share units financial

"grants to executive officers of restricted stock units, performance share units,"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

stock appreciation rights financial

"restricted stock units, performance share units, and stock appreciation rights."

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

2019 Equity and Incentive Compensation Plan financial

"for use under the 2019 Equity and Incentive Compensation Plan (the “Award"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive compensation change did LENNOX INTERNATIONAL INC (LII) disclose in this 8-K?

Lennox International disclosed that its board’s Compensation and Human Resources Committee approved a new form of Long-Term Incentive Award Agreement for U.S. vice presidents and above under the 2019 Equity and Incentive Compensation Plan.

Which types of awards for LII executives are covered by the new agreement?

The new Long-Term Incentive Award Agreement covers grants to executive officers of restricted stock units, performance share units, and stock appreciation rights under the 2019 Equity and Incentive Compensation Plan.

How does the new LII award agreement differ from the prior form?

Lennox International states the new agreement is substantially similar to the prior form, with updates primarily to vesting schedules, exercise schedules, retirement eligibility, and other administrative and conforming changes.

When did LII’s board committee approve the new Long-Term Incentive Award Agreement?

The Compensation and Human Resources Committee of Lennox International approved the new Long-Term Incentive Award Agreement on September 16, 2026.

Where can investors find the full text of LII’s updated award agreement?

The full text of the updated Long-Term Incentive Award Agreement is included as Exhibit 10.1 to the Form 8-K and is incorporated by reference.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/18/2026 - 04:55 PM Accepted by SEC EDGAR 09/18/2026 - 04:54 PM Learn about SEC filing dates

0001069202false00010692022026-09-162026-09-16

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): September 16, 2026

LENNOX INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware

001-15149

42-0991521

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2140 LAKE PARK BLVD.,

RICHARDSON, Texas 75080

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (972)497-5000 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:  

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

LII

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 16, 2026, the Compensation and Human Resources Committee (the “Committee”) of the Board of Directors of Lennox International Inc. (the “Company”) approved a new form of Long-Term Incentive Award Agreement for U.S. Employees - Vice President and Above for use under the 2019 Equity and Incentive Compensation Plan (the “Award Agreement”). The Award Agreement will be used for grants to executive officers of restricted stock units, performance share units, and stock appreciation rights. The terms of the Award Agreement are substantially similar to those in the form of award agreement previously disclosed by the Company, except for updates to the vesting and exercise schedules and retirement eligibility, as well as other administrative and conforming changes.

The foregoing description of the Award Agreement is qualified in its entirety by reference to the Award Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER						DESCRIPTION
10.1						Form of Long-Term Incentive Award Agreement for U.S. Employees - Vice President and Above (for use under the 2019 Incentive Plan) (Sept 2026 version) (filed herewith).
104						Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LENNOX INTERNATIONAL INC.

Date: September 18, 2026
By:						/s/ Jennifer S. Perry
Name:						Jennifer S. Perry
Title:						Assistant Secretary

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 90.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.4 KB