Lennox International (NYSE: LII) adopts new long-term incentive award form

Rhea-AI Filing Summary

Lennox International Inc. reported that its 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 company’s 2019 Equity and Incentive Compensation Plan. This agreement will govern grants of restricted stock units, performance share units, and stock appreciation rights to executive officers.

The company states that the new agreement is substantially similar to its prior form, with key updates focused on restrictive covenant provisions that expand the company’s remedies, along with other administrative and conforming changes. The full text of the updated award agreement is filed as an exhibit to this report.

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 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): December 4, 2025

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 December 4, 2025, 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 restrictive covenant provisions to expand the Company's remedies and 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) (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: December 5, 2025
By:						/s/ Jennifer S. Perry
Name:						Jennifer S. Perry
Title:						Assistant Secretary

FAQ

What did Lennox International Inc. (LII) announce in this 8-K?

Lennox International Inc. disclosed that its 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.

Which types of awards are covered by Lennox International's new Long-Term Incentive Award Agreement?

The new Long-Term Incentive Award Agreement will be used for grants of restricted stock units, performance share units, and stock appreciation rights to executive officers.

How does the new Lennox (LII) incentive agreement differ from the prior version?

Lennox states that the new award agreement is substantially similar to the previously disclosed form, but includes updated restrictive covenant provisions to expand the company’s remedies, along with other administrative and conforming changes.

Under which plan is Lennox International’s new award agreement adopted?

The new Long-Term Incentive Award Agreement is adopted for use under Lennox International’s 2019 Equity and Incentive Compensation Plan.

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

The complete form of the new Long-Term Incentive Award Agreement is filed as Exhibit 10.1 to this report and is incorporated by reference.

Which employees at Lennox International are covered by the new Long-Term Incentive Award Agreement?

The new agreement is designed for U.S. employees at the vice president level and above, including executive officers.