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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): October 30, 2026 LENNOX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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| 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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 October 30, 2026, Joseph F. Nassab, Executive Vice President & President, Building Climate Solutions, notified Lennox International Inc. (the “Company”) of his decision to retire from his current role on December 31, 2026. At that time, Mr. Nassab will transition to a new role with the Company as a Strategic Advisor.
Effective January 1, 2027, Geoffrey Dethlefsen, who is currently serving as Vice President and General Manager, Lennox Commercial HVAC, will succeed Mr. Nassab as Executive Vice President & President, Building Climate Solutions of the Company.
In connection with his transition to a Strategic Advisor role, on November 2, 2026, Mr. Nassab entered into a transition agreement (the “Transition Employment Agreement”) with the Company, which will supersede his previous employment agreement. The Transition Employment Agreement will be effective January 1, 2027, and will continue through February 28, 2028 (the “Advisory Period”). During the Advisory Period, Mr. Nassab will report to the Chief Executive Officer and perform services including supporting relationship continuity with key customers, distributors, and strategic partners; mentoring, coaching, and advising key leaders; and advising on special projects, where applicable. As compensation for these services, Mr. Nassab will receive an annual salary of $180,000, continue to participate in the Company’s benefit plans and programs in accordance with their terms, and be eligible for continuing vesting of his outstanding equity-based awards in accordance with their terms. The Transition Employment Agreement also includes confidentiality, non-competition, and non-solicitation covenants for 24 months following the termination of the Advisory Period.
The foregoing description of the Transition Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transition Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.*
A copy of the press release issued by the Company on November 2, 2026, announcing Mr. Nassab’s retirement and Mr. Dethlefsen’s appointment, is furnished as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
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EXHIBIT NUMBER | | DESCRIPTION |
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| 10.1 | | |
| 99.1 | | |
| 104 | | Inline XBRL for the cover page of this Current Report on Form 8-K |
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| * | The information contained in Item 7.01 and Exhibit 99.1 of this report is being “furnished” with the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section. Furthermore, such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified as being incorporated therein by reference. |
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.
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| Date: November 2, 2026 |
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| By: | | /s/ Jennifer S. Perry |
| Name: | | Jennifer S. Perry |
| Title: | | Assistant Secretary |