Lennox Intl.: Norris Family Trusts Consolidate 3.49M Shares (9.8%)

Rhea-AI Filing Summary

Lennox International Inc. (LII) – Schedule 13D/A (Amendment No. 1)

Director John W. Norris III has filed an amended Schedule 13D disclosing beneficial ownership of 3,487,247 common shares, equal to 9.8 % of LII’s outstanding stock. The stake arises from a January 2024 reorganization of several family trusts and related entities, which consolidated voting and dispositive power under Mr. Norris. The holding is composed of:

• Direct ownership: 201,566 shares (0.6 %) held solely by Mr. Norris.
• Shared ownership: 3.28 million shares (≈9.2 %) controlled through multiple trusts, JW Norris Inc., The Cabin Foundation and joint tenancy with spouse.

Mr. Norris acquired the shares through inheritance, gifts and compensation and states the purpose of the holding is investment only; he currently has no plans that would trigger corporate actions under Item 4 of Schedule 13D. However, he reserves the right to buy or sell additional shares depending on personal and trust-level investment needs.

The filing was made late because Mr. Norris “was not aware” the transactions triggered a reporting obligation. No material contracts, arrangements or exhibits were included.

Positive

• Director ownership reaches 9.8 %, increasing insider alignment with shareholders.
• Consolidation of voting power across trusts could streamline future decision-making if the Norris family elects to influence strategy.

Negative

• Late Schedule 13D filing signals potential compliance shortcomings.
• No stated strategic plans; therefore, limited immediate catalyst for shareholders.

Insights

Financial Analyst

TL;DR: Director now controls 9.8 % of LII; alignment positive, but no strategic intent disclosed—limited market impact.

The amended 13D confirms that John W. Norris III, a long-time director, is a near-10 % shareholder after internal trust reorganization. Concentrated insider ownership often aligns board incentives with shareholders and can be viewed as a vote of confidence. Yet, because the shares were not purchased in the open market and no activism is signalled, I view the development as neutral to modestly positive for valuation. The late filing is a minor governance blemish but unlikely to trigger penalties. Overall, this disclosure does not materially change LII’s investment thesis.

Corporate Governance Expert

TL;DR: Increased insider concentration helps alignment, but delayed 13D raises compliance oversight concerns.

From a governance lens, the Norris family’s aggregate stake surpassing 5 % should have been reported promptly; the acknowledged delay highlights potential weaknesses in internal compliance at both the filer and the issuer. That said, having a director with significant skin-in-the-game (9.8 %) can strengthen board accountability. Because no control contest or strategic agenda is articulated, I classify the event as formally important yet practically low-impact. Investors should monitor future Schedule 13D amendments for any shift toward activism.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

LENNOX INTERNATIONAL INC

(Name of Issuer)

Common Shares, $0.01 par value

(Title of Class of Securities)

526107107

(CUSIP Number)

John W. Norris, III
2140 Lake Park Blvd.,
Richardson, TX, 75080
(973) 497-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/26/2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 526107107

1

Name of reporting person

NORRIS JOHN W III

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 203,250.87
8	Shared Voting Power 3,283,996.37
9	Sole Dispositive Power 203,250.87
10	Shared Dispositive Power 3,283,966.37

11

Aggregate amount beneficially owned by each reporting person

3,487,247.24

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

A reorganization of the control of shares of the issuer occurred in January 2024. As a result, John W. Norris, III acquired beneficial ownership of more than 5% of the outstanding shares of the issuer as an individual and through several trusts that are directly or indirectly controlled by Mr. Norris, III. Mr. Norris, III was not aware that these transactions triggered the filing requirement, resulting in a late filing.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, $0.01 par value
(b)	Name of Issuer: LENNOX INTERNATIONAL INC
(c)	Address of Issuer's Principal Executive Offices: 2140 LAKE PARK BLVD, 2140 LAKE PARK BLVD, RICHARDSON, TEXAS , 75080.
Item 2.	Identity and Background
(a)	John W. Norris, III
(b)	2140 Lake Park Blvd., Richardson, Texas 75080
(c)	Mr. Norris is a member of the Board of Directors of the Company.
(d)	N/A
(e)	N/A
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	All Shares beneficially owned by Mr. Norris were acquired primarily through a combination of inheritance, gift, and compensation.
Item 4.	Purpose of Transaction
	Mr. Norris acquired the Shares beneficially owned by him for investment. Mr. Norris does not have any plans, nor has he made proposals, which relate to or would result in any of the events enumerated in paragraphs (a) through (j) of Item 4 to Schedule 13D. However, Mr. Norris reserves the right to acquire additional shares, to dispose of shares or to formulate other purposes, plans or proposals to the extent he deems advisable in light of his personal investment needs (and, in his capacity as trustee of the trusts described in Item 5, the investment needs of such trusts), market conditions and other factors.
Item 5.	Interest in Securities of the Issuer
(a)	As of June 23, 2025, Mr. Norris beneficially owns an aggregate of 3,487,247.24 shares of Common Stock, constituting approximately 9.80% of the outstanding shares of Common Stock.
(b)	Mr. Norris directly beneficially owns 201,566 shares of Common Stock, constituting approximately 0.6% of the outstanding shares of Common Stock. Mr. Norris has the sole power to dispose of and vote such shares. Mr. Norris directly beneficially owns 21,267 shares of Common Stock in joint tenancy with his spouse, Catherine Houlihan, constituting approximately 0.05% of the outstanding shares of Common Stock. Mr. Norris has shared power with Ms. Houlihan to dispose of and vote such shares. Mr. Norris may be deemed to indirectly beneficially own 28,372 shares of Common Stock owned by the Benjamin Norris Revocable Trust (the "B.N. Trust"). Mr. Norris is a co-trustee of the B.N. Trust and in such capacity has shared power to dispose of and vote the Shares held by the B.N. Trust. The shares of Common Stock owned by the B.N. Trust represent approximately 0.07% of the outstanding shares of Common Stock. Mr. Norris may be deemed to indirectly beneficially own 28,372 shares of Common Stock owned by the Lily C. Norris Revocable Trust (the "L.N. Trust"). Mr. Norris is a co-trustee of the L.N. Trust and in such capacity has shared power to dispose of and vote the Shares held by the L.N. Trust. The shares of Common Stock owned by the L.N. Trust represent approximately 0.07% of the outstanding shares of Common Stock. Mr. Norris may be deemed to indirectly beneficially own 28,372.37 shares of Common Stock owned by the William H. Norris Revocable Trust (the "W.N. Trust"). Mr. Norris is a co-trustee of the W.N. Trust and in such capacity has shared power to dispose of and vote the Shares held by the W.N. Trust. The shares of Common Stock owned by the W.N. Trust represent approximately 0.07% of the outstanding shares of Common Stock. Mr. Norris may be deemed to indirectly beneficially own 1,684.87 shares of Common Stock owned by the Norris-Newman Minors Trust (the "N.N. Trust"). Mr. Norris is a trustee of the N.N. Trust and in such capacity has the sole power to dispose of and vote the Shares held by the N.N. Trust. The shares of Common Stock owned by the N.N. Trust represent approximately 0.005% of the outstanding shares of Common Stock. Mr. Norris may be deemed to indirectly beneficially own 214,758 shares of Common Stock owned by the Norris Living Trust (the "N.L. Trust"). Mr. Norris is a co-trustee of the N.L. Trust and in such capacity has shared power to dispose of and vote the Shares held by the N.L. Trust. The shares of Common Stock owned by the N.L. Trust represent approximately 0.06% of the outstanding shares of Common Stock. Mr. Norris may be deemed to indirectly beneficially own 2,545,105 shares of Common Stock owned by JW Norris, Inc. ("JW Norris"). Mr. Norris is President of JW Norris and in such capacity has shared power to dispose of and vote the Shares held by the JW Norris. The shares of Common Stock owned by JW Norris represent approximately 7% of the outstanding shares of Common Stock. Mr. Norris may be deemed to indirectly beneficially own 321,750 shares of Common Stock owned by the John W. Norris, III Trust A (the "J.N. Trust A"). Mr. Norris is a co-trustee of the J.N. Trust A and in such capacity has shared power to dispose of and vote the Shares held by the J.N. Trust A. The shares of Common Stock owned by the J.N. Trust A represent approximately 1% of the outstanding shares of Common Stock. Mr. Norris may be deemed to indirectly beneficially own 96,000 shares of Common Stock owned by The Cabin Foundation ("Cabin"). Mr. Norris is President of Cabin and in such capacity has shared power to dispose of and vote the Shares held by Cabin. The shares of Common Stock owned by JW Norris represent approximately 0.2% of the outstanding shares of Common Stock.
(c)	N/A
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	N/A
Item 7.	Material to be Filed as Exhibits.
	N/A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NORRIS JOHN W III

Signature:	John W. Norris, III
Name/Title:	John W. Norris, III Director
Date:	06/23/2025

FAQ

How many Lennox International (LII) shares does John W. Norris III now control?

3,487,247 shares, representing approximately 9.8 % of the company’s outstanding common stock.

Why was an amended Schedule 13D filed for LII?

A January 2024 reorganization transferred voting power to Mr. Norris, pushing his beneficial ownership above the 5 % reporting threshold.

Did Mr. Norris buy new LII shares on the open market?

No. The shares were obtained through inheritance, gifts and compensation; the filing reflects a structural change, not a market purchase.

Does the filing indicate any activist intentions by Mr. Norris?

No. The filing states the shares are held for investment purposes only and lists no plans under Item 4.

Is the late filing likely to result in penalties?

The document does not mention penalties; historically, inadvertent delays may incur SEC administrative fines but are usually immaterial.