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Otis (NYSE: OTIS) sells $700M 4.488% notes to refinance 2026 debt

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Otis Worldwide Corporation issued $700 million aggregate principal amount of 4.488% Notes due 2029, registered under its automatic shelf registration statement. Net proceeds are estimated at about $695.2 million after underwriting discounts and expenses.

Otis plans to use most of the proceeds to repay at maturity its 0.318% Notes due December 15, 2026, of which €600 million (approximately $695 million) principal was outstanding as of March 31, 2026, and to repay certain commercial paper borrowings and for other general corporate purposes. The notes pay interest semi-annually on May 7 and November 7, beginning November 7, 2026, are unsecured and unsubordinated, include optional redemption features with a make-whole premium before April 7, 2029, and are subject to a 101% repurchase right upon a Change of Control Triggering Event.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Notes issued $700,000,000 aggregate principal 4.488% Notes due 2029 issued May 7, 2026
Coupon rate 4.488% per annum Interest rate on Notes due May 7, 2029
Net proceeds $695.2 million Estimated after underwriting discount and expenses
Existing 2026 notes outstanding €600 million (approx. $695 million) 0.318% Notes due December 15, 2026 as of March 31, 2026
Change of control put price 101% of principal Plus accrued interest to Change of Control Payment Date
Minimum denomination $2,000 Notes issued in $2,000 and $1,000 integral multiples
Indenture financial
"The Otis Notes were issued under the Indenture, dated as of February 27, 2020"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Prospectus Supplement regulatory
"filed ... a Prospectus Supplement, dated May 4, 2026, containing the final terms of the Otis Notes"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Change of Control Triggering Event financial
"Upon the occurrence of a Change of Control Triggering Event (as defined in the Otis Base Indenture)"
A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.
make-whole premium financial
"at a redemption price equal to the principal amount ... plus an applicable “make-whole” premium"
A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.
sale and leaseback transactions financial
"limit the ability to incur additional liens, to make certain fundamental changes and to enter into sale and leaseback transactions"
Understanding 8-K Material Events →
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): May 7, 2026 (May 4, 2026)

graphic

OTIS WORLDWIDE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
001-39221
83-3789412
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

One Carrier Place
Farmington, Connecticut 06032
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code
(860) 674-3000

N/A
(Former name or former address, if changed since last report)

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:

☐
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))

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.    ☐

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 ($0.01 par value)
 OTIS
New York Stock Exchange
0.318% Notes due 2026
OTIS/26
New York Stock Exchange
2.875% Notes due 2027
OTIS/27
New York Stock Exchange
0.934% Notes due 2031
OTIS/31
New York Stock Exchange

Section 8 – Other Events
 
Item 8.01.
Other Events.
 
On May 7, 2026, Otis Worldwide Corporation (the “Company”) issued $700,000,000 aggregate principal amount of its 4.488% Notes due 2029 (the “Otis Notes”).
 
The Otis Notes were registered under the Securities Act of 1933, as amended (the “Act”), pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-293482) (the “Registration Statement”) filed on February 13, 2026.  On May 4, 2026, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) a Prospectus Supplement, dated May 4, 2026 (the “Otis Prospectus Supplement”), containing the final terms of the Otis Notes pursuant to Rule 424(b)(2) of the Act.
 
In connection with the offer and sale of the Otis Notes, the Company entered into an Underwriting Agreement, dated May 4, 2026 (the “Otis Underwriting Agreement”), with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the underwriters named in Schedule A thereto.  A copy of the Otis Underwriting Agreement has been filed as exhibit 1.1 to this Current Report and is incorporated herein by reference.  The Otis Notes were issued under the Indenture, dated as of February 27, 2020 (the “Otis Base Indenture”), as supplemented by the Supplemental Indenture No. 6, dated as of May 7, 2026 (the “Otis Supplemental Indenture” and, the Otis Base Indenture as supplemented by the Otis Supplemental Indenture, the “Otis Indenture”), in each case between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.  The Otis Base Indenture, the Otis Supplemental Indenture and a form of the Otis Notes have been filed as exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
 
The net proceeds to the Company from the sale of the Otis Notes, after the underwriting discount and offering expenses, are estimated to be approximately $695.2 million. The Company intends to use the net proceeds from this offering to fund the repayment at maturity of its 0.318% Notes due December 15, 2026, of which €600 million (approximately $695 million) principal amount was outstanding as of March 31, 2026. The Company intends to use the remainder of the proceeds to fund the repayment of certain of its commercial paper borrowings and for other general corporate purposes.
 
The Otis Notes will bear interest at the rate of 4.488% per annum and mature on May 7, 2029.  Interest on the Otis Notes will be payable on May 7 and November 7 of each year, beginning on November 7, 2026.
 
At any time, and from time to time, prior to April 7, 2029, the Company may redeem the Otis Notes, in whole or in part, at a redemption price equal to the principal amount of the Otis Notes being redeemed plus an applicable “make-whole” premium, plus accrued and unpaid interest on the principal amount of the Otis Notes being redeemed to, but excluding, the relevant redemption date.  At any time on or after April 7, 2029, the Company may redeem the Otis Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Otis Notes being redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Otis Note being redeemed to, but excluding, the relevant redemption date.
 
Upon the occurrence of a Change of Control Triggering Event (as defined in the Otis Base Indenture) unless the Company has exercised its right to redeem the Otis Notes by giving irrevocable notice on or prior to the 30th day after the Change of Control Triggering Event in accordance with the Otis Indenture, each holder of the Otis Notes will have the right to require the Company to purchase all or a portion of such holder’s Otis Notes pursuant to an offer as described in the Otis Prospectus Supplement at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but excluding, the Change of Control Payment Date (as defined in the Otis Base Indenture).
 
The Otis Notes are unsecured, unsubordinated obligations of the Company and rank equally in right of payment with all of the Company’s existing and future unsecured, unsubordinated indebtedness.  The Otis Notes were issued in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
 
2
The Otis Indenture imposes restrictions on the Company and certain of its subsidiaries, including certain restrictions customary for financings of this type that, among other things, limit the ability to incur additional liens, to make certain fundamental changes and to enter into sale and leaseback transactions.  In addition, the Otis Indenture contains events of default customary for financings of this type.
 
For further information about the terms and conditions of the Otis Underwriting Agreement, the Otis Indenture and the Otis Notes, please refer to the Otis Prospectus Supplement.  The descriptions of the Otis Underwriting Agreement, the Otis Indenture and the Otis Notes herein and in the Otis Prospectus Supplement are summaries and are qualified in their entirety by the terms of the Otis Underwriting Agreement, the Otis Indenture and the Otis Notes, respectively.
 
This report is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.  No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Act.
 
Section 9 – Financial Statements and Exhibits
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit Number
Exhibit Description
1.1
Underwriting Agreement, dated as of May 4, 2026, among Otis Worldwide Corporation, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the other underwriters named in Schedule A thereto.
4.1
Indenture, dated as of February 27, 2020, among Otis Worldwide Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Amendment No. 1 to Registration Statement on Form 10 (Commission file number 001-39221) filed with the SEC on March 11, 2020.
4.2
Supplemental Indenture No. 6, dated as of May 7, 2026, between Otis Worldwide Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.3
Form of 4.488% Otis Note due 2029 (included in Exhibit 4.2 hereto).
5.1
Opinion Letter of Wachtell, Lipton, Rosen & Katz, dated May 7, 2026, with respect to the Otis Notes.
5.4
Consent of Wachtell, Lipton, Rosen & Katz, dated May 7, 2026 (included in Exhibit 5.1 hereto), with respect to the Otis Notes.
104
Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document.

3
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.
 
OTIS WORLDWIDE CORPORATION

(Registrant)



Date:  May 7, 2026
By:
/s/ Cristina Méndez

 
Cristina Méndez

 
Executive Vice President & Chief Financial Officer


4

Source: View Original Filing on SEC EDGAR

FAQ

What type of notes did Otis (OTIS) issue and in what amount?

Otis issued $700,000,000 aggregate principal amount of 4.488% Notes due 2029. These unsecured, unsubordinated notes were issued under its existing indenture and registered under a Form S-3ASR shelf registration statement and related prospectus supplement.

How does Otis (OTIS) plan to use the net proceeds from the 2029 notes?

Otis expects approximately $695.2 million in net proceeds. It intends to repay at maturity its 0.318% Notes due December 15, 2026, with €600 million outstanding as of March 31, 2026, and to repay certain commercial paper borrowings and for other general corporate purposes.

What are the key interest and maturity terms of Otis (OTIS) 4.488% Notes due 2029?

The notes bear interest at 4.488% per annum and mature on May 7, 2029. Interest is payable semi-annually on May 7 and November 7 of each year, beginning November 7, 2026, providing fixed-rate financing over the term.

Can Otis (OTIS) redeem the 4.488% Notes due 2029 before maturity?

Otis may redeem the notes at any time before April 7, 2029 at a price equal to principal plus a make-whole premium and accrued interest. On or after April 7, 2029, it may redeem at 100% of principal plus accrued interest to the redemption date.

What happens to Otis (OTIS) 2029 notes if there is a Change of Control Triggering Event?

If a Change of Control Triggering Event occurs and Otis does not first redeem the notes, each holder may require Otis to purchase all or part of their notes at 101% of principal plus accrued and unpaid interest to the Change of Control Payment Date.

How do Otis (OTIS) 4.488% Notes due 2029 rank in the company’s capital structure?

The 4.488% Notes due 2029 are unsecured, unsubordinated obligations of Otis. They rank equally in right of payment with all existing and future unsecured, unsubordinated indebtedness of the company, as described in the indenture.

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