Lennox International (LII) 10-K risk factor changes: FY2025 vs FY2024

If any of the following risks or those disclosed in our other [removed: SEC] [added: Securities and Exchange Commission] filings occurs, our business, financial condition or results of operations could be materially adversely affected.

[removed: Negative media reports about us or our businesses,] whether accurate or inaccurate, could damage our reputation and relationships with our customers and suppliers, cause customers and suppliers to terminate their relationship with us, or impair our ability to effectively compete, which could adversely affect our business, financial condition, results of operations and cash flows.

If we are unable to continue to timely and successfully develop and market new products, achieve technological advances, or extend our business model and technological advances into [removed: international] [added: new] markets, our business and results of operations could be adversely impacted.

[removed: We] [added: To remain competitive, we] are engaged in various manufacturing rationalization actions designed to achieve our strategic priorities of manufacturing, sourcing, and distribution excellence and of lowering our cost structure.

This inability to fully meet demand would be exacerbated if a single-location production facility is disrupted due to [added: external factors including, but not limited to,] a climate-related disaster, [removed: pandemic,] [added: pandemic or epidemic,] geopolitical [removed: political] instability, or [removed: war, among other things.][added: war.]

Further, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the [removed: United States.][added: U.S.]

Claims of intellectual property infringement also might require us to redesign affected products, pay costly damage awards, or face injunctions prohibiting us from manufacturing, importing, marketing, or [removed: selling certain of our products.]

A number of factors may adversely affect the labor force available or increase labor costs, including [added: labor shortages from] high employment levels and related [removed: competition.][added: competition or labor stoppages due to disputes or strikes.]

In addition, as of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 32%] [added: 26%] of our core workforce locations were unionized.

Our Marshalltown, Iowa-based union ratified a five-year labor agreement on [added: November 1, 2021; however, the results of future negotiations with unions are uncertain.]

[removed: The] [added: We have begun to incorporate AI capabilities into our operations and the] introduction of these technologies, particularly generative AI, into internal processes, customer engagements, and/or new and existing product offerings may result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation, and financial results.

The use of [removed: artificial intelligence] [added: AI] can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies.

[added: Some of these third-party suppliers are located outside of the U.S.] We generally concentrate purchases for a given raw material or component with a small number of suppliers.

[removed: If a supplier is unable or unwilling to meet] our supply requirements, including suffering any disruptions at its facilities or in its supply chain, we could experience supply interruptions or cost increases, either of which could have an adverse effect on our results of operations.

For certain limited products, we [removed: provided] [added: used to provide] lifetime warranties.

Our product warranty liability was [removed: $158.4] [added: $167.2] million as of December 31, [removed: 2024.][added: 2025.]

Our inability or delay in developing or marketing products that match customer demand while also meeting applicable LRPs may negatively impact our [removed: results.][added: financial condition and results of operations.]

Likewise, a failure to comply with any current or future sustainability-related reporting requirements, as established by U.S. and international regulators, may [added: result in loss of business, regulatory penalties, litigation, and/or reputational damage.]

Stakeholders are increasingly scrutinizing environmental, social and governance (“ESG”) practices, and stakeholders’ expectations regarding ESG practices are [removed: diverse and] [added: diverse,] rapidly [removed: changing.][added: changing, and sometimes in conflict.]

If we are unable to satisfy the [removed: increasing] [added: evolving] ESG-related expectations of certain stakeholders, particularly as it relates to climate change, we may suffer reputational harm, which may cause our stock price to decrease or cause certain investors and financial institutions not to purchase our securities or provide us with capital or credit on favorable terms, which may cause our cost of capital to increase.

A failure or perceived failure by us in this regard may damage our reputation and adversely affect our results of operations and financial [removed: position.][added: condition.]

We are subject to income taxes in the [removed: United States] [added: U.S.] as well as certain foreign jurisdictions.

In December 2022, the European Council attained a consensus on Pillar Two to implement a global minimum corporate tax rate of 15%, and many European Union and G20 countries [removed: have specified their plan to adhere to the] [added: began incorporating and implementing] OECD guidelines [removed: starting] in 2024.

Our effective tax rate for [removed: 2024] [added: 2025] incorporates our estimated Pillar Two tax liability.

[removed: We are regularly subject to audits by tax authorities, and such audits could result in] changes in our tax reserves for our historic or future tax positions and transfer pricing policies, which could significantly adversely impact our effective tax rates and financial results.

These changes include renegotiating and terminating certain existing bilateral or multi-lateral trade agreements, such as the U.S.-Mexico-Canada [removed: Agreement,] [added: Agreement (“USMCA”),] and initiating tariffs on certain foreign goods from a variety of [removed: countries and regions.][added: countries.]

In addition, the [removed: new] [added: U.S.] presidential administration has [removed: articulated that it may impose substantial new or] [added: imposed] increased tariffs on [removed: foreign] imports [removed: into the U.S., particularly] from Canada and [removed: Mexico.][added: Mexico for goods not covered by the USMCA.]

[removed: The] [added: As a consequence, the] sales, gross margins, and profitability for each of our segments could be directly impacted by changes in tariffs and trade agreements.

We cannot predict the extent to which the U.S. or other countries will impose new or additional quotas, duties, tariffs, [removed: taxes] [added: taxes, non-tariff barriers,] or other similar restrictions upon the import or export of our products in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business.

The continuing adoption or expansion of trade restrictions, the occurrence of [removed: a] trade [removed: war,] [added: tensions,] or other governmental [removed: action] [added: actions] related to tariffs or trade agreements or [removed: policies has the potential to adversely impact] [added: trade policies, may negatively affect] demand for our products, [removed: our] costs, [removed: our] customers, [removed: our] suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, results of operations, and financial condition.

[removed: The Company’s] [added: Our] business may be materially and adversely impacted by changes in U.S. or global economic conditions, including recessions, economic downturns, inflation, deflation, [added: fluctuations in] interest rates, consumer spending rates, energy availability and commodity prices, and the effects of governmental initiatives to manage economic conditions.

The tightening, unavailability or increased cost of credit adversely affects the ability of our customers to obtain financing for significant purchases and operations, resulting in a decrease in sales of our products and services and may impact the ability of [removed: our customers to make payments to us.]

Extraordinary Events Beyond our Control, Including Conflicts, Wars, Natural Disasters, Public Health Crises, [removed: or] Terrorist Acts, [added: or Other Civil or Political Disruptions,] Could Negatively Impact our Business, Which May Affect our Financial Condition, Results of Operations or Cash Flows.

[removed: Conflicts,] [added: External disruptions, including, but not limited to, conflicts,] wars, natural disasters (the nature and severity of which may be impacted by climate change), public health crises, [removed: or] terrorist [removed: acts] [added: acts, or other civil or political disruptions,] may cause significant damage or disruption to our operations, employees, facilities, systems, suppliers, supply chain, distributors, resellers, or customers in the [removed: United States] [added: U.S.] and internationally for extended periods of time and could also affect demand for our products.

Net sales outside of the [removed: United States] [added: U.S.] comprised approximately [removed: 6%] [added: 7%] of our total net sales in [removed: 2024.][added: 2025.]

[removed: Any breach of data security] could result in a disruption of our [removed: services or] [added: services,] improper disclosure of personal data or confidential information, [added: or online fraud or cybertheft,] which could harm our reputation, require us to expend resources to remedy such a security breach or defend against further [removed: attacks] [added: attacks,] or subject us to liability under laws that protect personal data, resulting in increased operating costs or loss of revenue.

The success of [removed: these] [added: this and any other] transactions will depend, in part, on our ability to timely identify those relationships, negotiate and close the transactions and then integrate, manage, and operate those businesses profitably.

If we are unable to successfully [removed: do those things,] [added: complete these actions,] we may not realize the anticipated benefits associated with such transactions, which could adversely affect our business and results of operations.

In some of the markets in which we compete, such as parts and supplies, distribution, and service of commercial heating and cooling equipment, barriers to entry are lower, which has led to highly competitive markets consisting of various-sized entities, ranging from small or local operators to large regional businesses.

Negative media reports about us or our businesses,

The integration of any such new products or technologies into our business may also require the development of new processes and the expenditure of significant financial and operational resources.

Lennox operates a direct-to-dealer network, meaning we manufacture products and sell them directly to select, independent home service companies.

We rely on our direct sales channel for a substantial portion of our revenue.

Our direct-to-dealer network also creates a large installed base of HVACR equipment, and creates opportunities for longer term service, monitoring, solutions, and retrofit revenue.

If we are unable to continue to execute our strategy, whether due to changes in economic conditions, a failure to anticipate changing customer needs, entry of new competitors into the low-barrier distribution business, or for any other reason, our revenue could decline, which could in turn adversely impact our product pull-through and our ability to grow revenue.

selling certain of our products.

Finally, multiple jurisdictions have either already put in place laws and regulations governing the use of AI, or are considering such laws and regulations.

Compliance with these laws, regulations, and industry frameworks may limit our ability to leverage AI or require us to substantially revise our approach to its use.

If a supplier is unable or unwilling to meet

We are regularly subject to audits by tax authorities, and such audits could result in

The USMCA is subject to review and renewal in 2026, and there can be no assurance that any newly negotiated terms in the USMCA will not adversely affect our business or operations.

These changes in U.S. trade policy have led, and may again lead, to foreign governments enacting responsive trade policies that increase the difficulty or cost of doing international business or trade.

our customers to make payments to us.

Further, as AI technologies advance, new and increasingly sophisticated attack methods are emerging, including fraud involving impersonation technologies or other forms of generative AI that enhance the scale, frequency, and effectiveness of cyber threats.

Any breach of data security

For example, in 2025, we completed the acquisition of Duro Dyne and Supco.

November 1, 2021; however, the results of future negotiations with unions are uncertain.

Some of these third-party suppliers are located outside of the United States.

result in loss of business, regulatory penalties, litigation, and/or reputational damage.

These changes in U.S. trade policy have historically resulted in, and may continue to result in, one or more foreign governments adopting responsive trade policies that make it more difficult or costly for us to do business in or import or export our products or components from those countries.

- general economic conditions in the [removed: United States] [added: U.S.] and abroad;

- extraordinary events beyond our control, such as conflicts, wars, natural disasters, public health crises, [removed: or] terrorist [removed: acts;][added: acts, or other civil or political disruptions;]

In [added: the] fourth quarter [added: of] 2023, we completed the sale of our European businesses.

In addition to weather, demand for our products and services is influenced by national and regional economic and demographic factors, such as interest rates, the availability of financing, regional population and employment trends, new construction, general economic conditions and [added: consumer spending habits and confidence.]

- Diluted earnings per share was [removed: $22.54] [added: $22.79] per share in [removed: 2024] [added: 2025] compared to [removed: $16.54] [added: $22.66] per share in [removed: 2023.][added: 2024.]

- We generated [removed: $946] [added: $758] million of cash flow from operating activities in [removed: 2024] [added: 2025] compared to [removed: $736] [added: $946] million in [removed: 2023.][added: 2024.]

[removed: -] We [added: also] returned [removed: $160] [added: $173] million to shareholders through dividend payments in [removed: 2024.][added: 2025.]

The Home Comfort Solutions segment experienced [removed: an 11% increase] [added: a 7% decrease] in net sales and a [removed: $150] [added: $32] million [removed: increase] [added: decrease] in segment profit in [removed: 2024] [added: 2025 as] compared to [removed: 2023] [added: 2024] primarily driven by [removed: favorable price and mix and higher] [added: lower] sales volumes.

Our Building Climate Solutions segment saw an increase in net sales of [removed: 17%] [added: 5%] and a [removed: $56] [added: $33] million increase in segment profit in [removed: 2024] [added: 2025] compared to [removed: 2023,] [added: 2024,] primarily due to favorable price and mix.

| | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Net sales | | | $ | [removed: 5,341.3] [added: 5,195.3] | | | | | 100.0 | | % | | | | $ | [removed: 4,981.9] [added: 5,341.3] | | | | | 100.0 | | % | | | | $ | [removed: 4,718.4] [added: 4,981.9] | | | | | 100.0 | | % |

| Selling, general and administrative expenses | | | [removed: 730.6] [added: 681.4] | | | | | | [removed: 13.7] [added: 13.1] | | % | | | | [removed: 705.5] [added: 730.6] | | | | | | [removed: 14.2] [added: 13.7] | | % | | | | [removed: 627.2] [added: 705.5] | | | | | | [removed: 13.3] [added: 14.2] | | % |

| Losses (gains) and other expenses, net | | | [removed: 12.9] [added: 12.0] | | | | | | 0.2 | | % | | | | [removed: 8.5] [added: 12.9] | | | | | | 0.2 | | % | | | | [removed: 4.9] [added: 8.5] | | | | | | [removed: 0.1] [added: 0.2] | | % |

| Restructuring charges | | | [removed: —] [added: 6.8] | | | | | | [removed: —] [added: 0.1] | | % | | | | [removed: 3.1] [added: —] | | | | | | [removed: 0.1] [added: —] | | % | | | | [removed: 1.5] [added: 3.1] | | | | | | [removed: —] [added: 0.1] | | % |

| Impairment on assets held for sale | | | — | | | | | | — | | % | | | | [removed: 63.2] [added: —] | | | | | | [removed: 1.3] [added: —] | | % | | | | [removed: —] [added: 63.2] | | | | | | [removed: —] [added: 1.3] | | % |

| Loss (gain) on sale of businesses | | | [removed: 1.5] [added: (0.9)] | | | | | | — | | % | | | | [removed: (14.1)] [added: 1.5] | | | | | | [removed: (0.3)] [added: —] | | % | | | | [removed: —] [added: (14.1)] | | | | | | [removed: —] [added: (0.3)] | | % |

| Income from equity method investments | | | [removed: (7.9)] [added: (6.0)] | | | | | | (0.1) | | % | | | | [removed: (8.5)] [added: (7.9)] | | | | | | [removed: (0.2)] [added: (0.1)] | | % | | | | [removed: (5.1)] [added: (8.5)] | | | | | | [removed: (0.1)] [added: (0.2)] | | % |

Gross profit margins for 2024 increased [removed: 210 basis points (“bps”)] [added: 220 bps] to [removed: 33.2%] [added: 33.3%] compared to 31.1% in 2023.

Gross profit margin increased 250 bps from higher price and favorable mix, which was partially offset by [removed: 40] [added: 30] bps from higher freight and distribution [added: costs and product] costs.

*Losses [removed: (Gains)] and Other Expenses, Net*

Losses [removed: (gains)] and other expenses, net for 2024 and 2023 included the following (in millions):

| | | | For the [removed: Years] [added: Year] Ended December [removed: 31,] [added: 31, 2025] | | | | | | | | |

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Realized losses on settled [removed: future] [added: futures] contracts | | | $ | — | | | | | $ | 0.1 | |

| Other operating [removed: (income) loss] [added: income (loss)] | | | 0.5 | | | | | | (1.6) | | |

| Net change in unrealized [removed: losses (gains)] [added: gains] on unsettled futures contracts | | | — | | | | | | (0.1) | | |

| Losses and other expenses, net (pre-tax) | | | $ | [removed: 12.9] [added: 12.0] | | | | | $ | [removed: 8.5] [added: 12.9] | |

Environmental liabilities and special [removed: legal contingency] [added: litigation] charges in 2024 relate to estimated remediation costs at some of our facilities and outstanding legal settlements including asbestos.

Net interest expense of $39 million in 2024 decreased from $52 million in 2023 primarily due to decreased borrowings [removed: on our revolving credit facility] as a result of increased cash flow.

The income tax provision was [removed: $187] [added: $188] million in 2024 compared to [removed: $147] [added: $148] million in 2023, and the effective tax rate was 18.8% in 2024 compared to 20.0% in 2023.

The 2024 and 2023 effective tax rates differ from the statutory rate of 21% primarily due to [removed: lower] foreign [removed: tax rates.][added: taxes.]

| [removed: % of net] [added: Net] sales | | | [removed: 21.2] [added: $] | [added: —] | [removed: %] | | | | [removed: 18.9] [added: $] | [added: —] | [removed: %] | | | | [added: $] | [added: —] | | | | | [added: N/A] | | |

Segment profit in 2024 increased [removed: $150] [added: $149] million compared to 2023 primarily due to $122 million from higher price and favorable mix, $90 million from higher sales volumes and [removed: $10] [added: $9] million from factory productivity and favorable product [removed: costs, including LIFO.][added: costs.]

| Net sales | | | $ | 1,764.2 | | | | | $ | 1,511.4 | | | | | $ | 252.8 | | | | | [removed: 17] [added: 17%] | | [removed: %] |

| % of net sales | | | [removed: 22.5] [added: 22.8] | | % | | | | 22.5 | | % | | | | | | | | | | | | |

Segment profit in 2024 increased [removed: $56] [added: $61] million compared to 2023 primarily due to $44 million from higher sales volumes, $39 million from price and mix benefit, and $15 million from our AES acquisition.

Partially offsetting these increases were [removed: $33] [added: $28] million in expenses from higher factory inefficiencies, which includes costs related to the ramp up of our new facility in Mexico, [removed: and] slightly higher product costs, [removed: which includes LIFO,] and $9 million of inflationary wage impacts.

Year Ended December 31, [removed: 2023] [added: 2025] Compared to Year Ended December 31, [removed: 2022] [added: 2024] - Consolidated Results

As a percentage of net sales, SG&A expenses [removed: increased 90] [added: decreased 60] bps from [removed: 13.3%] [added: 13.7%] to [removed: 14.2%] [added: 13.1%] in the same [removed: periods] [added: periods,] primarily due to [removed: higher] [added: lower employee-related costs including reduced incentive compensation and reduced] discretionary [removed: expenditures.][added: expenses.]

Losses [removed: (gains)] and other expenses, net for [removed: 2023] [added: 2025] and [removed: 2022] [added: 2024] included the following (in millions):

In October 2025, we completed the acquisition of Duro Dyne and Supco, a robust portfolio of HVAC parts and supplies that complement our existing residential and commercial offerings.

Duro Dyne is reported in our Business Climate Solutions segment, and Supco is reported in our Home Comfort Solutions segment.

In October 2023, we completed the acquisition of AES, which is included in our Building Climate Solutions segment.

AES is a company dedicated to service and sustainability in the light commercial markets across North America.

In the fourth quarter of 2025, we changed the method of accounting for our inventories from last-in-first-out (“LIFO”) to first-in-first-out (“FIFO”).

We believe the FIFO method is preferable because it more closely matches the physical flow of materials through purchasing, receiving, warehousing, production and order fulfillment, it results in a more consistent method to value inventory across the Company, and it improves comparability with industry peers.

This change increased Retained Earnings by $106.6 million as of January 1, 2023, and increased net income by $1.1 million and $4.2 million for the years ended December 31, 2023 and 2024, respectively.

All prior amounts have been adjusted.

- Net sales decreased $146 million, or 3%, to $5,195 million in 2025 from $5,341 million in 2024.

- Operating income in 2025 was $1,042 million compared to $1,040 million in 2024.

- Net income in 2025 decreased to $806 million from $811 million in 2024.

- We returned $173 million to shareholders through dividend payments and repurchased $482 million as part of our Share Repurchase Plans in 2025.

Recent Developments

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law, introducing significant changes to corporate income tax rates and deductions.

For fiscal year 2025, the OBBBA did not have a material impact on our effective tax rate.

We continue to evaluate the future impact of the OBBBA for those provisions that are effective after fiscal year 2025.

| Cost of goods sold | | | 3,460.5 | | | | | | 66.6 | | % | | | | 3,563.8 | | | | | | 66.7 | | % | | | | 3,432.7 | | | | | | 68.9 | | % |

| Gross profit | | | 1,734.8 | | | | | | 33.4 | | % | | | | 1,777.5 | | | | | | 33.3 | | % | | | | 1,549.2 | | | | | | 31.1 | | % |

| Operating income | | | $ | 1,041.5 | | | | | 20.0 | | % | | | | $ | 1,040.4 | | | | | 19.5 | | % | | | | $ | 791.5 | | | | | 15.9 | | % |

| Net income | | | $ | 805.8 | | | | | 15.5 | | % | | | | $ | 811.1 | | | | | 15.2 | | % | | | | $ | 591.2 | | | | | 11.9 | | % |

Net sales decreased 3% in 2025 compared to 2024 as lower sales volumes of 13% were partially offset by favorable price and mix of 9% and a 1% increase in sales volumes due to our fourth quarter acquisition of Duro Dyne and Supco.

Gross profit margins for 2025 increased 10 basis points (“bps”) to 33.4% compared to 33.3% in 2024.

Gross profit margin increased 290 bps from higher price and favorable mix, which was partially offset by 160 bps from higher products costs and 120 bps from higher freight and distribution costs.

SG&A expenses decreased by $49 million in 2025 compared to 2024.

| | | | 2025 | | | | | | 2024 | | |

| Acquisition costs | | | 10.3 | | | | | | — | | |

| Other operating loss | | | 0.2 | | | | | | 0.5 | | |

Acquisition costs are related to the acquisition of Duro Dyne and Supco.

The acquisition occurred in the fourth quarter

of 2025.

There were $6.8 million in restructuring charges in 2025 to realize SG&A and distribution efficiencies.

There were no charges in 2024.

Net interest expense of $41 million in 2025 increased slightly from $39 million in 2024 primarily due to increased borrowings as a result of decreased cash flow.

| | | | 2025 | | | | | | 2024 | | | | | | Difference | | | | | | % Change | | |

| Segment profit | | | $ | 728.5 | | | | | $ | 760.5 | | | | | $ | (32.0) | | | | | (4)% | | |

| % of net sales | | | 21.8 | | % | | | | 21.3 | | % | | | | | | | | | | | | |

Net sales decreased 7% in 2025 compared to 2024 as a 17% decrease in sales volumes was partially offset by a 10% increase in price and mix.

Segment profit in 2025 decreased $32 million compared to 2024 primarily due to $224 million reduction in sales volumes, $64 million increase in product costs and factory inefficiencies, and $47 million in higher freight and distribution costs.

Partially offsetting these decreases was $256 million in favorable price and mix and $47 million from improvement in other costs, including selling expenses.

| | | | 2025 | | | | | | 2024 | | | | | | Difference | | | | | | % Change | | |

consumer spending habits and confidence.

- Net sales increased $359 million, or 7%, to $5,341 million in 2024 from $4,982 million in 2023.

- Operating income in 2024 was $1,035 million compared to $790 million in 2023.

- Net income in 2024 increased to $807 million from $590 million in 2023.

As a result of the transition to low GWP refrigerants, customers pre-purchased R-410A equipment, which is estimated to have positively impacted revenue by $125 million.

| Cost of goods sold | | | 3,569.4 | | | | | | 66.8 | | % | | | | 3,434.1 | | | | | | 68.9 | | % | | | | 3,433.7 | | | | | | 72.8 | | % |

| Gross profit | | | 1,771.9 | | | | | | 33.2 | | % | | | | 1,547.8 | | | | | | 31.1 | | % | | | | 1,284.7 | | | | | | 27.2 | | % |

| Operating income | | | $ | 1,034.8 | | | | | 19.4 | | % | | | | $ | 790.1 | | | | | 15.9 | | % | | | | $ | 656.2 | | | | | 13.9 | | % |

| Net income | | | $ | 806.9 | | | | | 15.1 | | % | | | | $ | 590.1 | | | | | 11.8 | | % | | | | $ | 497.1 | | | | | 10.5 | | % |

The net change in unrealized (gains) losses on unsettled futures contracts was due to changes in commodity prices relative to the unsettled futures contract prices.

For more information on our derivatives, see Note 9 in the Notes to the Consolidated Financial Statements.

Charges in 2023 were related to the reorganization or removal of duplicative headcount and infrastructure.

In 2023, we recorded a $2.3 million impairment of goodwill related to our agreement to sell our European commercial HVAC and refrigeration businesses.

*Asset Impairments*

In the third quarter of 2023, we recorded a $22.6 million impairment of property, plant and equipment related to our agreement to sell our European commercial HVAC and refrigeration businesses.

| Profit | | | $ | 759.7 | | | | | $ | 610.2 | | | | | $ | 149.5 | | | | | 25% | | |

| Profit | | | $ | 396.9 | | | | | $ | 340.8 | | | | | $ | 56.1 | | | | | 16 | | % |

Net sales increased 6% in 2023 compared to 2022 as favorable mix of 5% and favorable price of 5% were partially offset by unfavorable sales volume of 4%.

Gross profit margins for 2023 increased 390 bps to 31.1% compared to 27.2% in 2022.

Gross profit margin increased 340 bps from favorable price, 100 bps from favorable mix, 90 bps from lower commodity costs and 10 bps from miscellaneous other items.

Partially offsetting these margin increases were 70 bps from higher distribution costs, 50 bps from higher other product costs including LIFO and 30 bps from higher component costs.

SG&A expenses increased by $78 million in 2023 compared to 2022.

| | | | 2023 | | | | | | 2022 | | |

| Realized losses (gains) on settled futures contracts | | | $ | 0.1 | | | | | $ | 0.1 | |

| Other operating income | | | (1.6) | | | | | | (1.0) | | |

| Net change in unrealized losses on unsettled futures contracts | | | (0.1) | | | | | | 0.4 | | |

| Charges incurred related to COVID-19 pandemic | | | — | | | | | | 0.8 | | |

| Other items, net | | | (0.7) | | | | | | (0.6) | | |

Refer to Note 5 in the Notes to the

Restructuring charges were $3.1 million in 2023 compared to $1.5 million in 2022.

*Pension Settlement*

We did not have significant pension buyout activity in 2023 and 2022.

Refer to Note 10 in the Notes to the Consolidated Financial Statements for more information on pensions and employee benefit plans.

The increase is due to better operating results at the investees.

Net interest expense of $52 million in 2023 increased from $39 million in 2022 primarily due to higher borrowing costs.

| | | | 2023 | | | | | | 2022 | | | | | | Difference | | | | | | % Change | | |

| Net sales | | | $ | 3,222.9 | | | | | $ | 3,198.3 | | | | | $ | 24.6 | | | | | 1% | | |

| Profit | | | $ | 610.2 | | | | | $ | 596.9 | | | | | $ | 13.3 | | | | | 2% | | |

Segment profit in 2023 increased $13 million compared to 2022 primarily due to $82 million from favorable mix, $72 million from higher price, $35 million from lower commodity costs, $5 million from favorable freight, $5 million from lower other product costs including LIFO and $7 million from miscellaneous other items.

Partially offsetting these increases were $71 million from lower sales volume, $51 million from higher SG&A costs due primarily to higher discretionary spend and inflationary pressures, $30 million from higher factory inefficiencies, $31 million from higher distributions costs and $10

Our two business segments, Home Comfort Solutions and Building Climate Solutions, the key products, services and well-known product and brand names within each segment and net sales in [removed: 2024] [added: 2025] by segment are shown in the table below.

Segment financial data for [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] including financial information about foreign and domestic operations, is included in Note 3 of the Notes to our Consolidated Financial Statements in “Item 8.

| Segment | | | | | | Products & Services | | | | | | Product and Brand Names | | | | | | [removed: 2024] [added: 2025] Net Sales (in millions) | | |

| Home Comfort Solutions | | | | | | Furnaces, air conditioners, heat pumps, packaged heating and cooling systems, indoor air quality equipment, comfort control products, replacement parts and supplies | | | | | | Lennox, Dave Lennox Signature Collection, Armstrong Air, Ducane, AirEase, Concord, MagicPak, ADP Advanced Distributor Products, Allied, [added: Supco, LINEBACKER,] Elite Series, Merit Series, Comfort Sync, Healthy Climate, Healthy Climate Solutions, iComfort, ComfortSense and Lennox Stores | | | | | | $ | [removed: 3,577.1] [added: 3,343.4] | |

| Building Climate Solutions | | | | | | Unitary heating and air conditioning equipment, applied systems, controls, installation and service of commercial heating and cooling equipment, variable refrigerant flow commercial products, curb, curb adapters, drop box diffusers, HVAC recycling and salvage service, condensing units, unit coolers, fluid coolers, air cooled condensers, air handlers, process chillers, controls, compressorized [removed: racks] [added: racks, replacement parts and supplies] | | | | | | Lennox, Model L, CORE, Enlight, Xion, Energence, Prodigy, Strategos, Raider, Lennox VRF, Lennox National Account Services, Allied Commercial, Elite, [added: Duro Dyne, Dyna-Tite, DuroZone,] AES Industries, AES Mechanical, AES Recycle, Heatcraft Worldwide Refrigeration, Bohn, MAGNA, Larkin, Climate Control, Chandler Refrigeration, IntelliGen and Interlink | | | | | | [removed: 1,764.2] [added: 1,851.9] | | |

The “Lennox” business and brands (“Dave Lennox Signature Collection,” “Elite Series,” “Merit Series,” “iComfort,” “ComfortSense” and “Healthy Climate Solutions”) are sold directly to independent installing dealers, making us one of the [removed: largest wholesale distributors of residential heating, ventilation, and air conditioning products in North America.]

We operate a network of Lennox Stores across the [removed: United States] [added: U.S.] and Canada.

National Account [removed: Service] [added: Services] (“NAS”) provides installation, service and preventive maintenance for commercial HVAC national account customers in the [removed: United States] [added: U.S.] and Canada.

In October 2023, we completed the acquisition of AES Industries, Inc. and AES Mechanical Service Group, Inc. (collectively, [removed: “AES”) to the] [added: “AES”), which is included in our] Building Climate Solutions segment.

Prior to 2024, [removed: our] Corporate and Other [removed: segment] included the results of our European operations.

Our European products consisted of small package units, rooftop units, chillers, air handlers and fan coils that served medium-rise commercial buildings, shopping malls, other retail and entertainment buildings, institutional applications [added: and other field-engineered applications.]

*Differentiated Growth.* We are investing in our sales force to expand customer touchpoints, enhancing the overall customer experience through digital innovations and [removed: anticipating improved] output from our new commercial HVAC factory in Mexico.

We distribute our “Armstrong Air,” “Ducane,” “Air-Ease,” “Concord,” [removed: “MagicPak” and] [added: “MagicPak,”] “ADP Advanced Distributor [removed: Products”] [added: Products,” “Duro Dyne,” and “Supco”] brands through the traditional independent distribution process pursuant to which we sell our products to distributors [removed: who, in turn, sell the products to installing contractors.]

Some facilities are impacted by seasonal production demand, and we manufacture [removed: both heating and] [added: a mix of heating,] cooling [added: and refrigeration] products in those facilities to balance production and maintain a relatively stable labor force.

[added: The goal of the strategic sourcing group is to develop global] strategies for a given component group that focuses on developing long-term relationships that provide significant value to our businesses.

[removed: Research and] [added: Research,] Development and Technology

We operate an engineering and technology organization that focuses on new technology invention, product development, product quality improvements and process enhancements, including our development of next-generation control systems as well as [removed: heating and] [added: heating,] cooling [added: and refrigeration] products that include some of the most efficient products in their respective categories.

- *Heating & Cooling Products* - Carrier Global Corporation (Carrier, Bryant, Payne, Tempstar, Comfortmaker, Heil, Arcoaire, KeepRite, Day & Night); Trane Technologies plc (Trane, American Standard, Ameristar, Oxbox, RunTru); Paloma Industries, Inc. (Rheem, Ruud, Weather King, Friedrich, Nortek); [removed: Johnson Controls, Inc.] [added: The Bosch Group] (York, Luxaire, Coleman, Champion); Daikin Industries, Ltd. (Daikin, Goodman, Amana, GMC); and [removed: Melrose] [added: Madison] Industries [removed: PLC] (Maytag, Westinghouse, Frigidaire, Tappan, Philco, Kelvinator, Gibson, Broan, NuTone).

- *Heating & Cooling Products* - Carrier Global Corporation (Carrier, ICP Commercial); Trane Technologies plc (Trane); Paloma Industries, Inc. (Rheem, Ruud); [removed: Johnson Controls, Inc. (York);] [added: CSW Industrials, Inc.;] Daikin Industries, Ltd. (Goodman, McQuay); and AAON, Inc.

Of these employees, approximately [removed: 5,200] [added: 5,400] were salaried and [removed: 9,000] [added: 7,500] were hourly.

Approximately [removed: 4,500] [added: 3,400] of our employees, including international locations, are represented by unions.

Career Journey allows employees to have more meaningful career development [removed: conversations with their manager.]

Safety is our top priority and our safety programs are [removed: succeeding in identifying] [added: designed to identify] and [removed: reducing] [added: reduce] risks across our operations.

We are an active participant in the ongoing international and domestic dialogue on this subject and [added: believe we] are well positioned to react in a timely manner to changes in the regulatory landscape.

Transition to refrigerants with a GWP of 700 or less for most commercial and residential HVAC products [removed: was] [added: became] effective January 1, 2025.

We actively monitor the development and evolution of such requirements and believe we are [removed: well positioned to comply with such directives in the required time frames.]

Our executive officers, their present positions and their ages are as follows as of February [removed: 2, 2025:][added: 3, 2026:]

| Alok Maskara | | | [removed: 53] [added: 54] | | | Chief Executive Officer | | |

| Michael Quenzer | | | [removed: 47] [added: 48] | | | Executive Vice President, Chief Financial Officer | | |

| [removed: Gary S. Bedard] [added: Sarah R. Martin] | | | [removed: 60] [added: 52] | | | Executive Vice President & President, Home Comfort Solutions | | |

| Prakash Bedapudi | | | [removed: 58] [added: 59] | | | Executive Vice President, Chief Technology Officer | | |

| Monica M. Brown | | | [removed: 52] [added: 53] | | | Executive Vice President, Chief Legal [removed: Officer,] [added: Officer] and Secretary | | |

| Chris A. Kosel | | | [removed: 57] [added: 58] | | | Vice President, Chief Accounting Officer, and Controller | | |

| Joe Nassab | | | [removed: 57] [added: 58] | | | Executive Vice President & President, Building Climate Solutions | | |

| Daniel M. Sessa | | | [removed: 60] [added: 61] | | | Executive Vice President, Chief Human Resources Officer | | |

*Alok Maskara* joined Lennox International Inc. as Chief Executive Officer [removed: on] [added: in] May [removed: 9,] 2022.

[added: Before joining Lennox, he worked at Morningstar Inc.] He [removed: received his] [added: holds a] bachelor’s degree in finance from Coastal Carolina University and [removed: has] an MBA and master’s [removed: of science] [added: degree] in accounting from the University of Texas at Dallas.

[removed: Bedard*] [added: Martin*] was appointed Executive Vice President & President of LII’s Home Comfort Solutions business segment in [removed: January 2023.][added: April 2025.]

Brown* was appointed Executive Vice President, Chief Legal [removed: Officer,] [added: Officer] and Secretary [removed: effective] [added: in] January [removed: 1,] 2025*.* Previously, she served as LII’s Vice President, Deputy General Counsel, and Assistant Secretary.

During her tenure at Lennox, she has been responsible for a broad range of legal functions, including securities, corporate governance, real estate, and the [added: refrigeration and residential businesses.]

| | | | | | | | | | | | | Total | | | | | | $ | 5,195.3 | |

largest wholesale distributors of residential heating, ventilation, and air conditioning products in North America.

*Duro Dyne and Supco*

In October 2025, we completed the acquisition of the Duro Dyne Buyer, Inc. (“Duro Dyne”) and Sealed Unit Parts Buyer, Inc. (“Supco”) businesses and brands (“Duro Dyne,” “Dyna-Tite,” “DuroZone,” “Supco,” and “LINEBACKER”).

Duro Dyne and Supco manufacture and sell a robust portfolio of HVAC parts and supplies that complement our existing residential and commercial offerings, such as air distribution accessories, switches and controls, and other engineered components and accessories with HVACR applications.

Duro Dyne is reported in our Business Climate Solutions segment, and Supco is reported in our Home Comfort Solutions segment.

*Joint Ventures*

*Ariston JV*.

We own a 49.9% interest in a joint venture with Ariston Group that will manufacture and distribute water heaters through Lennox Stores and our direct-to-dealer network.

Ariston is reporting in our Home Comfort Solutions segment.

who, in turn, sell the products to installing contractors.

As of December 31, 2025, we employed approximately 12,900 people, primarily in the U.S. (approximately 8,500 employees) and Mexico (approximately 3,200 employees).

conversations with their manager.

well positioned to comply with such directives in the required time frames.

*Michael Quenzer* was appointed Executive Vice President and Chief Financial Officer in January 2024*.* He joined Lennox in 2004 and has held key leadership roles including Vice President, Investor Relations and Financial Planning and Analysis and Vice President of Finance for the Lennox Building Climate Solutions (Commercial) business segment.

*Sarah R.

Previously, she served 13 years in various roles at Honeywell International Inc., including as president of Honeywell Sensing & Safety Technologies and Honeywell Advanced Sensing Technologies.

Prior to Honeywell, Martin held various commercial and operational leadership roles at CTS Corporation, a global electronics manufacturing service provider.

She holds an MBA from the Edinburgh Business School at Heriot Watt University and her master’s of art in modern languages and business from Heriot Watt University.

The Corporate and Other segment previously held our European operations, which were successfully divested in the fourth quarter of 2023.

Corporate and Other was excluded from the table below as there were no sales in 2024.

| | | | | | | | | | | | | Total | | | | | | $ | 5,341.3 | |

and other field-engineered applications.

The goal of the strategic sourcing group is to develop global

As of December 31, 2024, we employed approximately 14,200 people.

| John D. Torres | | | 66 | | | Executive Vice President | | |

*Michael Quenzer* became Executive Vice President and Chief Financial Officer effective January 1, 2024*.* Previously, he served as LII’s Vice President, Financial Planning & Analysis and Investor Relations.

Prior to that, he was the chief financial officer for LII’s Commercial segment from November 2016 until January 2023.

Mr. Quenzer has served in various capacities of increasing responsibility within LII’s Finance department since 2004.

*Gary S.

Most recently, he served as Executive Vice President & President of LII's Worldwide Refrigeration business, a position he held since October 2017.

Prior to that, Mr. Bedard served as Vice President and General Manager, LII Residential Heating & Cooling for 10 years.

He has also held the positions of Vice President, Residential Sales, Vice President, Residential Product Management, Director of Brand and Product Management, and District Manager for Lennox Industries’ New York District.

Before joining LII in 1998, Mr. Bedard spent eight years at York International in product management and sales leadership roles for commercial applied and unitary systems as well as residential systems.

Mr. Bedard has a bachelor’s degree in engineering management from the United States Military Academy at West Point.

Mr. Bedard serves on the Board of Directors of the AHRI, the trade association for the HVACR and water heating equipment industries.

In January 2025, Lennox announced Mr. Bedard’s decision to retire from Lennox.

refrigeration and residential businesses.

*John D.

Torres* served as Chief Legal Officer and Secretary through December 31, 2024, and plans to retire from LII effective February 28, 2025.

He was appointed Executive Vice President, Chief Legal Officer, and Secretary in December 2008.

He previously served as Senior Vice President, General Counsel, and Secretary for Freescale Semiconductor, a semiconductor manufacturer that was originally part of Motorola.

He joined Motorola’s legal department as Senior Counsel in 1996 and was appointed Vice President, General Counsel of the company’s semiconductor business in 2001.

Prior to joining Motorola, Mr. Torres served 13 years in private practice in Phoenix, specializing in commercial law.

He holds a bachelor of arts from Notre Dame and a juris doctor from the University of Chicago.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $17.1] [added: $18.2] billion

As of February [removed: 4, 2025,] [added: 3, 2026,] there were [removed: 35,579,664] [added: 34,802,911] shares of the registrant’s common stock outstanding.

Portions of the registrant’s [removed: 2025] [added: 2026] Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the registrant’s [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be held on May [removed: 22, 2025] [added: 21, 2026] are incorporated by reference into Part III of this report.

| ITEM 1. | | | [removed: [Business](#i5ba13af5efd14da2bc4a07c78202d674_13)] [added: [Business](#if567c5b2333b4cc89d9ff2320ac0331b_13)] | | | [removed: [1](#i5ba13af5efd14da2bc4a07c78202d674_13)] [added: [1](#if567c5b2333b4cc89d9ff2320ac0331b_13)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#i5ba13af5efd14da2bc4a07c78202d674_16)] [added: Factors](#if567c5b2333b4cc89d9ff2320ac0331b_16)] | | | [removed: [8](#i5ba13af5efd14da2bc4a07c78202d674_16)] [added: [8](#if567c5b2333b4cc89d9ff2320ac0331b_16)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#i5ba13af5efd14da2bc4a07c78202d674_19)] [added: Comments](#if567c5b2333b4cc89d9ff2320ac0331b_19)] | | | [removed: [14](#i5ba13af5efd14da2bc4a07c78202d674_19)] [added: [15](#if567c5b2333b4cc89d9ff2320ac0331b_19)] | | |

| ITEM 1C. | | | [removed: [Cybersecurity](#i5ba13af5efd14da2bc4a07c78202d674_22)] [added: [Cybersecurity](#if567c5b2333b4cc89d9ff2320ac0331b_22)] | | | [removed: [15](#i5ba13af5efd14da2bc4a07c78202d674_22)] [added: [15](#if567c5b2333b4cc89d9ff2320ac0331b_22)] | | |

| ITEM 2. | | | [removed: [Properties](#i5ba13af5efd14da2bc4a07c78202d674_25)] [added: [Properties](#if567c5b2333b4cc89d9ff2320ac0331b_25)] | | | [removed: [16](#i5ba13af5efd14da2bc4a07c78202d674_25)] [added: [17](#if567c5b2333b4cc89d9ff2320ac0331b_25)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#i5ba13af5efd14da2bc4a07c78202d674_28)] [added: Proceedings](#if567c5b2333b4cc89d9ff2320ac0331b_28)] | | | [removed: [17](#i5ba13af5efd14da2bc4a07c78202d674_28)] [added: [18](#if567c5b2333b4cc89d9ff2320ac0331b_28)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#i5ba13af5efd14da2bc4a07c78202d674_31)] [added: Disclosures](#if567c5b2333b4cc89d9ff2320ac0331b_31)] | | | [removed: [17](#i5ba13af5efd14da2bc4a07c78202d674_31)] [added: [18](#if567c5b2333b4cc89d9ff2320ac0331b_31)] | | |

| ITEM 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5ba13af5efd14da2bc4a07c78202d674_37)] [added: Securities](#if567c5b2333b4cc89d9ff2320ac0331b_37)] | | | [removed: [17](#i5ba13af5efd14da2bc4a07c78202d674_37)] [added: [18](#if567c5b2333b4cc89d9ff2320ac0331b_37)] | | |

| ITEM 6. | | | Reserved | | | [removed: [18](#i5ba13af5efd14da2bc4a07c78202d674_40)] [added: [19](#if567c5b2333b4cc89d9ff2320ac0331b_40)] | | |

| ITEM 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5ba13af5efd14da2bc4a07c78202d674_43)] [added: Operations](#if567c5b2333b4cc89d9ff2320ac0331b_43)] | | | [removed: [18](#i5ba13af5efd14da2bc4a07c78202d674_43)] [added: [19](#if567c5b2333b4cc89d9ff2320ac0331b_43)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i5ba13af5efd14da2bc4a07c78202d674_79)] [added: Risk](#if567c5b2333b4cc89d9ff2320ac0331b_79)] | | | [removed: [31](#i5ba13af5efd14da2bc4a07c78202d674_79)] [added: [33](#if567c5b2333b4cc89d9ff2320ac0331b_79)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#i5ba13af5efd14da2bc4a07c78202d674_82)] [added: Data](#if567c5b2333b4cc89d9ff2320ac0331b_82)] | | | [removed: [32](#i5ba13af5efd14da2bc4a07c78202d674_82)] [added: [34](#if567c5b2333b4cc89d9ff2320ac0331b_82)] | | |

| ITEM 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i5ba13af5efd14da2bc4a07c78202d674_187)] [added: Disclosure](#if567c5b2333b4cc89d9ff2320ac0331b_187)] | | | [removed: [77](#i5ba13af5efd14da2bc4a07c78202d674_187)] [added: [85](#if567c5b2333b4cc89d9ff2320ac0331b_187)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#i5ba13af5efd14da2bc4a07c78202d674_190)] [added: Procedures](#if567c5b2333b4cc89d9ff2320ac0331b_190)] | | | [removed: [77](#i5ba13af5efd14da2bc4a07c78202d674_190)] [added: [85](#if567c5b2333b4cc89d9ff2320ac0331b_190)] | | |

| ITEM 9B. | | | [Other [removed: Information](#i5ba13af5efd14da2bc4a07c78202d674_193)] [added: Information](#if567c5b2333b4cc89d9ff2320ac0331b_193)] | | | [removed: [77](#i5ba13af5efd14da2bc4a07c78202d674_193)] [added: [85](#if567c5b2333b4cc89d9ff2320ac0331b_193)] | | |

| ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5ba13af5efd14da2bc4a07c78202d674_196)] [added: Inspections](#if567c5b2333b4cc89d9ff2320ac0331b_199)] | | | [removed: [77](#i5ba13af5efd14da2bc4a07c78202d674_196)] [added: [85](#if567c5b2333b4cc89d9ff2320ac0331b_199)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5ba13af5efd14da2bc4a07c78202d674_202)] [added: Governance](#if567c5b2333b4cc89d9ff2320ac0331b_205)] | | | [removed: [78](#i5ba13af5efd14da2bc4a07c78202d674_202)] [added: [85](#if567c5b2333b4cc89d9ff2320ac0331b_205)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#i5ba13af5efd14da2bc4a07c78202d674_205)] [added: Compensation](#if567c5b2333b4cc89d9ff2320ac0331b_208)] | | | [removed: [78](#i5ba13af5efd14da2bc4a07c78202d674_205)] [added: [86](#if567c5b2333b4cc89d9ff2320ac0331b_208)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5ba13af5efd14da2bc4a07c78202d674_208)] [added: Matters](#if567c5b2333b4cc89d9ff2320ac0331b_211)] | | | [removed: [78](#i5ba13af5efd14da2bc4a07c78202d674_208)] [added: [86](#if567c5b2333b4cc89d9ff2320ac0331b_211)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5ba13af5efd14da2bc4a07c78202d674_211)] [added: Independence](#if567c5b2333b4cc89d9ff2320ac0331b_214)] | | | [removed: [78](#i5ba13af5efd14da2bc4a07c78202d674_211)] [added: [86](#if567c5b2333b4cc89d9ff2320ac0331b_214)] | | |

| ITEM 14. | | | [Principal [removed: Account](#i5ba13af5efd14da2bc4a07c78202d674_214)[ant](#i5ba13af5efd14da2bc4a07c78202d674_214)] [added: Account](#if567c5b2333b4cc89d9ff2320ac0331b_217)[ant](#if567c5b2333b4cc89d9ff2320ac0331b_217)] [Fees and [removed: Services](#i5ba13af5efd14da2bc4a07c78202d674_214)] [added: Services](#if567c5b2333b4cc89d9ff2320ac0331b_217)] | | | [removed: [78](#i5ba13af5efd14da2bc4a07c78202d674_214)] [added: [86](#if567c5b2333b4cc89d9ff2320ac0331b_217)] | | |

| ITEM 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i5ba13af5efd14da2bc4a07c78202d674_220)] [added: Schedules](#if567c5b2333b4cc89d9ff2320ac0331b_223)] | | | [removed: [78](#i5ba13af5efd14da2bc4a07c78202d674_220)] [added: [86](#if567c5b2333b4cc89d9ff2320ac0331b_223)] | | |

| ITEM 16. | | | [Form 10-K [removed: Summary](#i5ba13af5efd14da2bc4a07c78202d674_226)] [added: Summary](#if567c5b2333b4cc89d9ff2320ac0331b_229)] | | | [removed: [83](#i5ba13af5efd14da2bc4a07c78202d674_226)] [added: [89](#if567c5b2333b4cc89d9ff2320ac0331b_229)] | | |

| | | | [SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND [removed: RESERVES](#i5ba13af5efd14da2bc4a07c78202d674_232)] [added: RESERVES](#if567c5b2333b4cc89d9ff2320ac0331b_235)] | | | [removed: [85](#i5ba13af5efd14da2bc4a07c78202d674_232)] [added: [91](#if567c5b2333b4cc89d9ff2320ac0331b_235)] | | |

For the Fiscal Year Ended December 31, 2025

| | | | [SIGNATURES](#if567c5b2333b4cc89d9ff2320ac0331b_232) | | | [90](#if567c5b2333b4cc89d9ff2320ac0331b_232) | | |

| | | | [SIGNATURES](#i5ba13af5efd14da2bc4a07c78202d674_229) | | | [84](#i5ba13af5efd14da2bc4a07c78202d674_229) | | |

The following chart lists our principal domestic and international manufacturing, distribution and office facilities as of December 31, [removed: 2024] [added: 2025] and indicates the business segment that uses such facilities, the approximate size of such facilities and whether such facilities are owned or leased.

| [removed: Pittston, PA] [added: Denver, CO] | | | Home Comfort Solutions | | | Distribution | | | 144 | | | Leased | | |

| [removed: Middletown, PA] [added: Bayshore, NY] | | | Home Comfort Solutions & Building Climate Solutions | | | [added: Manufacturing &] Distribution | | | [removed: 166] [added: 232] | | | Leased | | |

| [removed: Lenexa, KS] [added: Huntersville, NC] | | | Home Comfort Solutions & Building Climate Solutions | | | Distribution [added: & Office] | | | [removed: 147] [added: 61] | | | [removed: Leased] [added: Owned] | | |

| Chennai, India | | | Corporate and Other | | | Research & Development & Office | | | [removed: 265] [added: 172] | | | Leased | | |

| Annville, PA | | | Home Comfort Solutions | | | Distribution | | | 453 | | | Leased | | |

| Mendota Heights, MN | | | Home Comfort Solutions | | | Distribution | | | 59 | | | Leased | | |

| Edgerton, KS | | | Building Climate Solutions | | | Distribution | | | 763 | | | Leased | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Location | | | Segment | | | Type or Use of Facility | | | Approx. Sq. Ft. (In thousands) | | | Owned/Leased | | |

| Wheeling, WV | | | Building Climate Solutions | | | Manufacturing | | | 67 | | | Leased | | |

As of the close of business on February [removed: 4, 2025,] [added: 3, 2026,] approximately [removed: 488] [added: 459] holders of record held our common stock.

The following graph compares the cumulative total returns of LII’s common stock with the cumulative total returns of the Standard & Poor’s [removed: Midcap 400] [added: 500] Index, a broad index of [removed: mid-size] [added: large] U.S. [removed: companies, Standard & Poor’s 500 Index] [added: companies] of which the Company is a [removed: part beginning in 2024, a broad index of large U.S. companies,] [added: part,] and with a [added: revised] peer group of U.S. industrial manufacturing and service companies in the HVACR businesses.

The graph assumes that $100 was invested on December 31, [removed: 2019,] [added: 2020,] with dividends reinvested.

[removed: Our peer group includes] AAON, Inc., Carrier Global Corp., Johnson Controls International plc, Trane Technologies plc, and Watsco, Inc. [added: represent our previous peer group (“Old Peer Group”).]

[removed: ][added: ]

Since the inception of [removed: the Company’s] [added: our] share repurchase program in 2008, our Board of Directors has authorized a total of [removed: $4] [added: $5] billion to repurchase shares of our common stock (collectively referred to as the “Share Repurchase Plans”), including an incremental $1.0 billion share repurchase authorization in [removed: July 2021.][added: May 2025.]

As of December 31, [removed: 2024, $492] [added: 2025, $1,009.6] million is available to repurchase shares under the Share Repurchase Plans.

In the fourth quarter of [removed: 2024,] [added: 2025,] we purchased shares of our common stock as follows:

(1) Since the inception of the [removed: Company’s share repurchase program] [added: Share Repurchase Plans] in 2008, the Board has authorized share repurchases in an amount not to exceed [removed: $4.0 billion (the "Share Repurchase Plans").][added: $5.0 billion.]

See Note 6 in the Notes to the Consolidated Financial [removed: Statement] [added: Statements] for further details.

Our revised peer group includes AAON, Inc., Carrier Global Corp., CSW Industrials, Inc., Trane Technologies plc, and Watsco, Inc. (“New Peer Group”).

The change from the Old Peer Group to the New Peer Group is being made to better reflect companies relevant to our current business.

The Share Repurchase Plans permit shares to be repurchased in a variety of methods, including open market purchases, accelerated share repurchases, or other privately negotiated transactions.

| October 1 through October 31 | | | 200,052 | | | | | | $ | 499.56 | | | | | 200,052 | | | | | | $ | 1,059.6 | |

| November 1 through November 30 | | | 106,151 | | | | | | $ | 471.03 | | | | | 106,151 | | | | | | $ | 1,009.6 | |

| December 1 through December 31 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,009.6 | |

| | | | 306,203 | | | | | | | | | | | | 306,203 | | | | | | | | |

The Share Repurchase Plans authorize open market repurchase transactions and do not have a stated expiration date.

| October 1 through October 31 | | | 24,000 | | | | | | $ | 602.59 | | | | | 24,000 | | | | | | $ | 518.0 | |

| November 1 through November 30 | | | 20,000 | | | | | | $ | 631.85 | | | | | 20,000 | | | | | | $ | 505.4 | |

| December 1 through December 31 | | | 21,000 | | | | | | $ | 645.42 | | | | | 21,000 | | | | | | $ | 491.8 | |

| | | | 65,000 | | | | | | | | | | | | 65,000 | | | | | | | | |

Management, including our Chief Executive Officer and Chief Financial Officer, has undertaken an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting was effective.

[removed: KPMG] [added: Ernst & Young] LLP, the independent registered public accounting firm that audited the Company’s Consolidated Financial Statements, has issued an audit report including an opinion on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] a copy of which is included herein.

[removed: *Opinions on the Consolidated Financial Statements] [added: Definition] and [added: Limitations of] Internal Control Over Financial [removed: Reporting*][added: Reporting]

We have audited the accompanying consolidated balance [removed: sheets] [added: sheet] of Lennox International Inc. and subsidiaries (the Company) as of December 31, [removed: 2024 and 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years in the [removed: three-year] [added: two-year] period ended December 31, 2024, and the related notes and Schedule II – Valuation and Qualifying Accounts and Reserves (collectively, the consolidated financial statements).

We [removed: also] have audited [removed: the Company’s] [added: Lennox International Inc. and subsidiaries’] internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: *Internal Control – Integrated Framework* *(2013)*] [added: Internal Control—Integrated Framework] issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission (2013 framework) (the COSO criteria).]

In our opinion, the consolidated financial statements [removed: referred to above] present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024 and 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the [removed: three-year] [added: two-year] period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

[removed: Also in] [added: In] our opinion, [removed: the Company] [added: Lennox International Inc. and subsidiaries (the Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024] [added: 2025,] based on [removed: criteria established in *Internal Control – Integrated Framework (2013)* issued by] the [removed: Committee of Sponsoring Organizations of the Treadway Commission.][added: COSO criteria.]

[removed: *Basis] [added: Basis] for [removed: Opinions*][added: Opinion]

The Company’s management is responsible for [removed: these consolidated financial statements, for] maintaining effective internal control over financial [removed: reporting,] [added: reporting] and for its assessment of the effectiveness of internal control over financial [removed: reporting,] [added: reporting] included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s [removed: consolidated financial statements and an opinion on the Company’s] internal control over financial reporting based on our [removed: audits.][added: audit.]

Those standards require that we plan and perform the [removed: audits] [added: audit] to obtain reasonable assurance about whether [removed: the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether] effective internal control over financial reporting was maintained in all material respects.

Our audits [removed: of the consolidated financial statements] included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit [removed: of internal control over financial reporting] included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, [removed: and] testing and evaluating the design and operating effectiveness of internal control based on the assessed [removed: risk.][added: risk, and performing such other procedures as we considered necessary in the circumstances.]

We believe that our audits provide a reasonable basis for our [removed: opinions.][added: opinion.]

[removed: *Definition and Limitations of] [added: Opinion on] Internal Control Over Financial [removed: Reporting*][added: Reporting]

[removed: *Critical] [added: Critical] Audit [removed: Matter*][added: Matter]

The critical audit matter communicated below is a matter arising from the current period audit of the [removed: consolidated] financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the [removed: consolidated] financial statements and (2) involved our especially challenging, [removed: subjective,] [added: subjective] or complex judgments.

The communication of [removed: a] [added: the] critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

[removed: *Evaluation of the product warranty liability*][added: Product Warranty Liability]

We have served as the Company’s auditor since [removed: 2002.][added: 2025.]

| | | | 2024 | | | | | | [added: | | | | | | | | | | | |] 2023 | | | [added: | | | | | | | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 415.1] [added: 34.2] | | | | | $ | [removed: 60.7] [added: 415.1] | |

| Short-term investments | | | [removed: 7.2] [added: 0.5] | | | | | | [removed: 8.4] [added: 7.2] | | |

| Accounts and notes receivable, net of allowances of [removed: $17.8] [added: $8.5] and [removed: $14.4] [added: $17.8] in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | [removed: 661.1] [added: 578.8] | | | | | | [removed: 594.6] [added: 661.1] | | |

| Inventories, net | | | [added: $ |] 704.8 | | | | | [added: $] | [added: 148.2 | | | | | $ | 853.0 | | | | | $ |] 699.1 | | | [added: | | $ | 142.7 | | | | | $ | 841.8 | |]

| Other [added: current] assets | | | [removed: 96.0] [added: 137.7] | | | | | | [removed: 70.7] [added: 96.0] | | |

| Total current assets | | | [added: $ |] 1,884.2 | | | | | [added: $] | [added: 148.2 | | | | | $ | 2,032.4 | | | | | $ |] 1,433.5 | | | [added: | | $ | 142.7 | | | | | $ | 1,576.2 | |]

| Property, plant and equipment, net of accumulated depreciation of [removed: $956.8] [added: $1,043.9] and [removed: $910.8] [added: $956.8] in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | [removed: 800.1] [added: 887.2] | | | | | | [removed: 720.4] [added: 800.1] | | |

| Right-of-use assets from operating leases | | | [removed: 327.2] [added: 356.3] | | | | | | [removed: 213.6] [added: 327.2] | | |

| Goodwill | | | [removed: 220.0] [added: 497.2] | | | | | | [removed: 222.1] [added: 220.0] | | |

| Deferred income taxes | | | [removed: 75.1] [added: 12.9] | | | | | | [removed: 51.8] [added: 75.1] | | |

| Other assets, net | | | [removed: 165.2] [added: 1.2] | | | | | | [removed: 156.9] | | | [added: | | | | | |]

| Total assets | | | $ | 3,471.8 | | | | | $ | [added: 148.2 | | | | | $ | 3,620.0 | | | | | $ |] 2,798.3 | | [added: | | | $ | 142.7 | | | | | $ | 2,941.0 | |]

| Commercial paper | | | $ | [removed: —] [added: 226.0] | | | | | $ | [removed: 150.0] [added: —] | |

| Current maturities of long-term debt | | | [removed: 314.5] [added: 18.3] | | | | | | [removed: 12.1] [added: 314.5] | | |

| Current operating lease liabilities | | | [removed: 73.4] [added: 88.9] | | | | | | [removed: 57.5] [added: 73.4] | | |

| Accounts payable | | | [removed: 490.0] [added: 438.0] | | | | | | [removed: 374.7] [added: 490.0] | | |

| Accrued expenses | | | [removed: 435.4] [added: 374.2] | | | | | | [removed: 416.1] [added: 435.4] | | |

| Income taxes payable | | | [removed: —] [added: 46.4] | | | | | | [removed: 4.2] [added: —] | | |

To the Stockholders and the Board of Directors of Lennox International Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Lennox International Inc. and subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit) and cash flows for the year then ended, and the related notes and Schedule II – Valuation and Qualifying Accounts and Reserves listed in the Index at Item 15 for the year ended December 31, 2025 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 17, 2026 expressed an unqualified opinion thereon.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has elected to change its method of accounting for certain inventories to the first-in, first-out (“FIFO”) method effective October 1, 2025, with retrospective application to all periods presented.

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

| *Description of the Matter* | | | As of December 31, 2025, the Company's product warranty liability was $167.2 million. As discussed in Note 2 to the consolidated financial statements, the Company accrues for product warranty liabilities based on the estimated future costs to repair or replace products under warranty. Auditing the product warranty liability is complex and involves subjective auditor judgment in assessing the assumptions used to estimate the product warranty liability, specifically, the estimated failure rates and estimated cost per failure. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process for estimating the product warranty liability. We tested the Company’s controls that address the risk of material misstatement related to the determination of the product warranty liability, including the key assumptions related to the estimates of the failure rates and the cost of failures, and the completeness and accuracy of data used in the model developed by management. | | |

To test the product warranty liability, our audit procedures included, among others, evaluating the key assumptions and the underlying data used by the Company in developing the liability estimate.

As management utilizes historical trends in failure rates and average cost of failures relative to its product categories and warranty terms, we evaluated management’s methodology for determining the failure rate and cost of failure assumptions by comparing these key assumptions to trends observed in historical Company claims data.

We also performed sensitivity analyses to determine the effect of changes in assumptions, where appropriate.

We also tested completeness and accuracy of underlying claims data used in management’s estimation calculations and performed recalculations to evaluate the accuracy of the model used by management to determine the estimate.

/s/ Ernst & Young LLP

February 17, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Lennox International Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit) and cash flows for the year then ended, and the related notes and Schedule II – Valuation and Qualifying Accounts and Reserves listed in the Index at Item 15 for the year ended December 31, 2025, and our report dated February 17, 2026, expressed an unqualified opinion thereon.

Basis for Opinion

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

Dallas, Texas

February 17, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

*Opinion on the Consolidated Financial Statements*

*Basis for Opinion*

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

As discussed in Notes 2 and 5 to the consolidated financial statements, the Company provides a product warranty for certain of its products with the warranty period generally ranging from 1 to 20 years.

The product warranty liability is estimated by product category based on the estimated future costs to repair or replace the products under warranty.

The Company’s product warranty liability was $158.4 million as of December 31, 2024.

We identified the evaluation of the product warranty liability as a critical audit matter.

Assessing the assumptions used to estimate the product warranty liability, specifically, the estimated failure rates by product category by year, and estimated cost per failure, involved subjective and complex auditor judgment.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s estimate of the failure rates by product category and controls to estimate the cost of failures by product category for products subject to warranty.

We assessed the estimated failure rates by product category and the estimated cost per failure by product category used in the estimation of the product warranty liability by comparing them to the Company’s underlying historical data.

We assessed the sensitivity of the estimated failure rates and cost of failures and tested a sample of the historical data used as the basis for these assumptions by comparing to the relevant underlying documentation.

February 11, 2025

| Comprehensive income | | | $ | 770.1 | | | | | $ | 623.8 | | | | | $ | 494.6 | |

| Balance as of December 31, 2021 | | | | | | $ | 0.9 | | | | | $ | 1,133.7 | | | | | $ | 2,719.3 | | | | | $ | (88.1) | | | | | $ | 50.5 | | | | | $ | (4,034.8) | | | | | | | | | | | $ | (269.0) | |

| Inventories | | | (10.1) | | | | | | 11.1 | | | | | | (249.3) | | |

Inventories of $494.3 million and $438.9 million as of December 31, 2024 and 2023, respectively, were valued at the lower of cost or net realizable value using the last-in, first-out (“LIFO”) cost method.

We elected to use the LIFO cost method for our domestic manufacturing companies in 1974 and continued to elect the LIFO cost method for new operations through the late 1980s.

The types of inventory costs that use LIFO include raw materials, purchased components, work-in-process, repair parts and finished goods.

Since the late 1990s, we have adopted the FIFO cost method for all new domestic manufacturing operations (primarily acquisitions).

Our operating entities with a previous LIFO election continue to use the LIFO cost method.

We will adopt ASU 2023-09 in the fourth quarter of 2025.

In March 2023, the FASB issued ASU No. 2023-02, *Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures using the Proportional Amortization Method*.

ASU 2023-02 replaces the guidance related to accounting for investments in tax credit structures to allow the use of the proportional amortization method.

The amendment permits reporting entities to elect to account for their equity investments in tax credit structures using the proportional amortization method if certain conditions are met.

This amendment requires entities to make disclosures about all investments in a tax credit program for which they have elected to account for using the proportional amortization method, including those investments in an elected tax credit program that do not meet the conditions to apply the proportional amortization method.

ASU 2023-02 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

The adoption of ASU 2023-02 did not have a material impact on our financial statements.

In November 2023, the FASB issued ASU No. 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*.

ASU 2023-07 updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

This is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

| Net Sales(2) | | | $ | 3,198.3 | | | | | $ | 1,286.4 | | | | | $ | 233.7 | | | | | $ | 4,718.4 | |

| Cost of Goods Sold | | | 2,302.2 | | | | | | 948.5 | | | | | | 183.0 | | | | | | 3,433.7 | | |

| Selling, general and administrative | | | 303.3 | | | | | | 179.7 | | | | | | 144.2 | | | | | | 627.2 | | |

| Other (income) expense(3) | | | (4.1) | | | | | | (4.7) | | | | | | 0.5 | | | | | | (8.3) | | |

| Segment profit (loss)(4) | | | $ | 596.9 | | | | | $ | 162.9 | | | | | $ | (94.0) | | | | | $ | 665.8 | |

| Total segment profit | | | $ | 1,036.3 | | | | | $ | 857.1 | | | | | $ | 665.8 | |

| Income before income taxes | | | $ | 993.8 | | | | | $ | 737.5 | | | | | $ | 615.8 | |

- Special product quality adjustments;

| Home Comfort Solutions | | | $ | 1,626.0 | | | | | $ | 1,449.4 | | | | | $ | 1,456.4 | |

| Building Climate Solutions | | | 1,052.6 | | | | | | 989.2 | | | | | | 730.3 | | |

| Total assets | | | $ | 3,471.8 | | | | | $ | 2,798.3 | | | | | $ | 2,567.6 | |

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2024,] [added: 2025,] our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

See “Report of Independent Registered Public Accounting Firm” included [removed: in] [added: on page [37](#i6ec287b6ecd84851b27474d0f2f1630a_51682) of] Item 8 “Financial Statements and Supplementary Data.”

There were no changes during the year ended December 31, [removed: 2024] [added: 2025] in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: Kosel,] [added: Sessa, Executive] Vice [removed: President, Corporate Controller] [added: President] and Chief [removed: Accounting] [added: Human Resources] Officer, [removed: entered into] [added: adopted] a prearranged stock trading plan on November [removed: 22, 2024.][added: 10, 2025.]

Mr. [removed: Kosel’s] [added: Sessa’s] plan provides for the sale of approximately [removed: 856] [added: 3,685] shares of the Company's common stock [added: and the exercise and sale of approximately 5,058 stock appreciation rights] between February [removed: 21, 2025] [added: 13, 2026] and [removed: April 31, 2025.][added: October 30, 2026.]

[removed: These] [added: This] trading [removed: plans were] [added: plan was] entered into during an open insider trading window and [removed: are] [added: is] intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company's policies regarding transactions in the Company's securities.

Chris A.

The amount of shares to be sold includes shares subject to the vesting of restricted stock unit and performance share unit awards, and accordingly the actual amount may vary based on tax withholding and satisfaction of performance conditions.

Sessa, Executive Vice President and Chief Human Resources Officer, entered into a prearranged stock trading plan on November 26, 2024.

Mr. Sessa’s plan provides for the sale of approximately 2,811 shares of the Company's common stock between February 26, 2025 and December 31, 2025.

The remainder of the response to this item is incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

Our independent registered public accounting firm is [removed: KPMG] [added: Ernst & Young] LLP, Dallas, TX, Auditor Firm ID: [removed: 185.][added: 42.]

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

- Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

- Consolidated Statements of Operations for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

- Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

- Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

- Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

- Notes to the Consolidated Financial Statements for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

The financial statement schedule included in this Annual Report on Form 10-K is Schedule II - Valuation and Qualifying Accounts and Reserves for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] (see Schedule II immediately following the signature page of this Annual Report on Form 10-K).

| 3.1 | | | [Restated Certificate of Incorporation of Lennox International Inc. (“LII”) (filed as Exhibit 3.1 to LII’s Annual Report on Form 10-K filed on February 15, 2022 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex31_20221231x10k.htm) | | | [added: | | |]

| 3.2 | | | [Amended and Restated Bylaws of LII (filed as Exhibit 3.2 to LII’s Annual Report on Form 10-K filed on February 15, 2022 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex32_20221231x10k.htm) | | | [added: | | |]

| 4.1 | | | [Indenture, dated as of May 3, 2010, between LII and U.S. Bank National Association, as trustee (filed as Exhibit 4.3 to LII’s Post-Effective Amendment No. 1 to Registration Statement [removed: on S-3] [added: on](https://www.sec.gov/Archives/edgar/data/1017609/000095012310042399/d72548exv4w3.htm) [Form](https://www.sec.gov/Archives/edgar/data/1017609/000095012310042399/d72548exv4w3.htm) [S-3] (Registration No. 333-155796) filed on May 3, 2010 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1017609/000095012310042399/d72548exv4w3.htm) | | | [added: | | |]

| 4.2 | | | [Ninth Supplemental Indenture, dated as of July 30, 2020, among LII, each existing Guarantor under the Indenture, dated as of May 3, 2010, as subsequently supplemented, and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to LII’s Current Report on Form 8-K filed on July 30, 2020 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312520203588/d22651dex42.htm) | | | [added: | | |]

| 4.3 | | | [Form of [removed: 1.350%] [added: 1.700%] Notes due [removed: 2025] [added: 2027] (filed as Exhibit [removed: A] [added: B] in Exhibit 4.2 to LII’s Current Report on Form 8-K filed on July 30, 2020 and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1017609/000095012310042399/d72548exv4w3.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312520203588/d22651dex42.htm)] | | | [added: | | |]

| [removed: 4.4] [added: 4.6] | | | [Form of [removed: 1.700%] [added: 5.500%] Notes due [removed: 2027] [added: 2028] (filed as Exhibit [removed: B] [added: A] in Exhibit 4.2 to [removed: LII’s] [added: LII's] Current Report on Form 8-K filed on [removed: July 30, 2020] [added: September 15, 2023] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312520203588/d22651dex42.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023032385/exhibit42eleventhsupplemen.htm)] | | | [added: | | |]

| [removed: 4.5] [added: 4.4] | | | [Tenth Supplemental Indenture, dated as of July 14, 2021, among LII, each existing Guarantor under the Indenture, dated as of May 3, 2010, as subsequently supplemented, and U.S. Bank National Association, as trustee (filed as Exhibit 4.7 to LII’s Annual Report on Form 10-K filed on February 15, [removed: 2022](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex47_20221231x10k.htm) [and] [added: 2022 and] incorporated herein by [removed: reference](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex47_20221231x10k.htm)[).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex47_20221231x10k.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex47_20221231x10k.htm)] | | | [added: | | |]

| [removed: 4.6] [added: 4.5] | | | [Eleventh Supplemental Indenture, dated as of September 15, 2023, among LII, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.2 to LII's Current Report on Form 8-K filed on September 15, 2023 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023032385/exhibit42eleventhsupplemen.htm) | | | [added: | | |]

| 4.7 | | | [removed: [Form] [added: [Description] of [removed: 5.500% Notes due 2028] [added: Securities] (filed as Exhibit [removed: A in Exhibit 4.2] [added: 4.8] to [removed: LII's Current] [added: LII’s Annual] Report on Form [removed: 8-K] [added: 10-K] filed on [removed: September 15,] [added: February 21,] 2023 and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023032385/exhibit42eleventhsupplemen.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm).] | | | [added: | | |]

| [removed: 4.8] [added: 19.1] | | | [removed: [Description of Securities] [added: [Insider Trading Policy] (filed as Exhibit [removed: 4.8] [added: 19.1] to LII’s Annual Report on Form 10-K filed on February [removed: 21, 2023](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm) [and] [added: 11, 2025 and] incorporated herein by [removed: reference](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm)[)](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm).] [added: reference)](https://www.sec.gov/Archives/edgar/data/1069202/000162828025004859/lii-ex191_20241231x10k.htm)[.](https://www.sec.gov/Archives/edgar/data/1069202/000162828025004859/lii-ex191_20241231x10k.htm)] | | | [added: | | |]

| [removed: 10.1] [added: 10.2] | | | [removed: [Credit] [added: [Guaranty] Agreement, dated as of July 14, 2021, among [removed: LII, a Delaware corporation,] the [removed: Banks] [added: guarantors] party [removed: thereto,] [added: thereto] and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit [removed: 10.1] [added: 10.2] to LII’s Current Report on Form 8-K filed on July 15, 2021 and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312521216428/d192243dex101.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/0001069202/000119312521216428/d192243dex102.htm)] | | | [added: | | |]

| [removed: 10.2] [added: 10.1] | | | [removed: [Guaranty] [added: [Amendment and Restatement Agreement adopting the Amended and Restated Credit] Agreement, dated as of [removed: July 14, 2021,] [added: May 9, 2025,] among [added: LII,] the guarantors [added: and lenders] party [removed: thereto] [added: thereto,] and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit [removed: 10.2] [added: 10.1] to [removed: LII’s] [added: LII's] Current Report on Form 8-K filed on [removed: July 15, 2021] [added: May 14, 2025,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/0001069202/000119312521216428/d192243dex102.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920225000022/exhibit101.htm)] | | | [added: | | |]

| 10.3 | | | [removed: [First Amendment to the] [added: [Term] Credit Agreement, dated as of [removed: April 14, 2023,] [added: October 16, 2025,] among LII, [added: Wells Fargo Bank, National Association, as administrative agent](https://www.sec.gov/Archives/edgar/data/1069202/000106920225000048/lii-ex101_2025930x10q.htm)[,](https://www.sec.gov/Archives/edgar/data/1069202/000106920225000048/lii-ex101_2025930x10q.htm) [and] the [added: other] lenders party [removed: thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent] [added: thereto] (filed as Exhibit 10.1 to [removed: LII's Current] [added: LII’s Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: April 18, 2023] [added: October 22, 2025] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312523104192/d463629dex101.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920225000048/lii-ex101_2025930x10q.htm)] | | | [added: | | |]

| 10.4 | | | [removed: [Second Amendment to the Credit] [added: [Guaranty] Agreement, dated as of [removed: August 25, 2023,] [added: October 16, 2025,] among [removed: LII as borrower, certain of its subsidiaries, as guarantors,] the [removed: lenders] [added: guarantors] party [removed: thereto,] [added: thereto] and [removed: JPMorgan Chase] [added: Wells Fargo] Bank, [removed: N.A.,] [added: National Association,] as administrative agent (filed as Exhibit [removed: 10.1] [added: 10.2] to [removed: LII's Current] [added: LII’s Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: August 28, 2023] [added: October 22, 2025] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023030777/lennoxinternational2023-se.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920225000048/lii-ex102_2025930x10q.htm)] | | | [added: | | |]

| 10.5* | | | [Lennox International Inc. 2019 Equity and Incentive Compensation Plan (filed as Exhibit 10.1 to LII’s Current Report on Form 8-K filed on May 24, 2019 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312519157041/d752008dex101.htm) | | | [added: | | |]

| 10.6* | | | [Form of Long-Term Incentive Award Agreement for U.S. Employees - Vice President and Above (for use under the 2019 Incentive Plan)](https://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101820191231x10k.htm) [(filed as Exhibit 10.18 to LII’s Annual Report on Form 10-K filed on February 18, 2020 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101820191231x10k.htm) | | | [added: | | |]

| 10.7* | | | [Form of Long-Term Incentive Award Agreement for [removed: Non-U.S.] [added: U.S.] Employees - Vice President [added: and Above] (for use under the 2019 Incentive Plan) [added: (2024 version)] (filed as Exhibit [removed: 10.3] [added: 10.1] to LII’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed on [removed: October 25, 2021] [added: December 11, 2023] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/0001069202/000162828021020422/long-termincentiveawardagr.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit101formofltipagreem.htm)] | | | [added: | | |]

| [removed: 10.8*] [added: 10.9*] | | | [Form of Long-Term Incentive Award Agreement for U.S. Employees - Vice President and Above (for use under the 2019 Incentive Plan) [removed: (](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit101formofltipagreem.htm)[2024](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit101formofltipagreem.htm) [version)] [added: (2026 version)] (filed as Exhibit 10.1 to LII’s Current Report on Form 8-K filed on December [removed: 11, 2023] [added: 5, 2025] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit101formofltipagreem.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920225000062/exhibit101usvplti2026.htm)] | | | [added: | | |]

| [removed: 10.9*] [added: 10.8*] | | | [Form of Long-Term Incentive Award Agreement for U.S. Employees - Vice President and Above (for use under the 2019 Incentive Plan) (2025 version) (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828025004859/lii-ex109_20241231x10k.htm)] [added: as Exhibit 10.9 to LII’s Annual Report on Form 10-K filed on February 11, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828025004859/lii-ex109_20241231x10k.htm)] | | | [added: | | |]

| [removed: 10.10*] [added: 97.1] | | | [removed: [Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (for use under the 2019 Incentive Plan) (2022 version)](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex1010_20231231x10k.htm) [(filed](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex1010_20231231x10k.htm) [as] [added: [LII Amended and Restated Clawback Policy (filed as] Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex1010_20231231x10k.htm)[10](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex1010_20231231x10k.htm) [to] [added: 97.1 to] LII’s Annual Report on Form 10-K filed on February 13, 2024 and incorporated herein by [removed: reference](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex1010_20231231x10k.htm)[).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex1010_20231231x10k.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex971_20231231x10k.htm)] | | | [added: | | |]

| [removed: 10.11*] [added: 10.10*] | | | [Form of Short-Term Incentive Program for Lennox International Inc. and its Subsidiaries](https://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex102020191231x10k.htm) [(filed as Exhibit 10.20 to LII’s Annual Report on Form 10-K filed on February 18, 2020 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex102020191231x10k.htm)[.](https://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex102020191231x10k.htm) | | | [added: | | |]

| [removed: 10.12*] [added: 10.11*] | | | [Lennox International Inc. Profit Sharing Restoration Plan, as amended and restated as of January 1, 2009 (filed as Exhibit 10.3 to LII's Current Report on Form 8-K filed on December 17, 2008 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000136231008008300/c78431exv10w3.htm) | | | [added: | | |]

| [removed: 10.13*] [added: 10.12*] | | | [Lennox International Inc. Supplemental Retirement Plan, as amended and restated as of January 1, 2009 (filed as Exhibit 10.2 to LII's Current Report on Form 8-K filed on December 17, 2008 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000136231008008300/c78431exv10w2.htm) | | | [added: | | |]

| [removed: 10.14*] [added: 10.13*] | | | [Amendment Number One to the Lennox International Inc. Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated December 28, 2018 (filed as Exhibit 10.23 to LII’s Annual Report on Form 10-K filed on February 19, 2019 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920219000008/lii-ex1023_20181231x10k.htm) | | | [added: | | |]

| [removed: 10.15*] [added: 10.14*] | | | [Lennox International Inc. Supplemental Restoration Retirement Plan, effective as of January 1, 2019, dated December 28, 2018 (filed as Exhibit 10.24 to LII’s Annual Report on Form 10-K filed on February 19, 2019 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920219000008/lii-ex1024_20181231x10k.htm) | | | [added: | | |]

| [removed: 10.16*] [added: 10.15*] | | | [Form of Indemnification Agreement entered into between LII and certain executive officers and directors of LII (filed as Exhibit 10.4 to LII’s Current Report on Form 8-K filed on December 11, 2023 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit104formofindemnific.htm) | | | [added: | | |]

| [removed: 10.17*] [added: 10.16*] | | | [Form of Employment Agreement entered into between LII and certain executive officers of LII (filed as Exhibit 10.30 to LII's Annual Report on Form 10-K filed on February 27, 2007 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000095013407004266/d43577exv10w30.htm) | | | [added: | | |]

| [removed: 10.18*] [added: 10.17*] | | | [Form of Amendment to Employment Agreement entered into between LII and certain executive officers of LII (filed as Exhibit 10.2 to LII's Current Report on Form 8-K filed on December 12, 2007 and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101820191231x10k.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000136231007003352/c71756exv10w2.htm)] | | | [added: | | |]

| [removed: 10.19*] [added: 10.18*] | | | [Form of Offer Letter entered into between LII and certain executive officers of LII (current version) (filed as Exhibit 10.2 to LII’s Current Report on Form 8-K filed on December 11, 2023 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit102formofofferletter.htm) | | | [added: | | |]

| [removed: 10.20*] [added: 10.19*] | | | [Form of Employment Agreement entered into between LII and certain executive officers of LII [removed: (current version)] [added: (](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit103formofemployment.htm)[2023](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit103formofemployment.htm) [version)] (filed as Exhibit 10.3 to LII’s Current Report on Form 8-K filed on December 11, 2023 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit103formofemployment.htm) | | | [added: | | |]

| 10.21* | | | [Employment Agreement entered into between LII and Alok Maskara (filed as Exhibit 10.1 to LII’s Current Report on Form 8-K filed on March 23, 2022 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312522082198/d315026dex101.htm) | | | [added: | | |]

| 10.22* | | | [Lennox International Inc. [removed: Directors' Retirement] [added: Change in Control Severance] Plan [removed: (as Amended and Restated as of January 1, 2010)] (filed as Exhibit 10.1 to LII's Current Report on Form 8-K filed on December [removed: 16, 2009] [added: 12, 2022] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000095012309071289/c93749exv10w1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312522302285/d411104dex101.htm)] | | | [added: | | |]

| [removed: 10.23*] [added: 16.1] | | | [removed: [Lennox International Inc. Change in Control Severance Plan] [added: [Letter of KPMG LLP, dated March 13, 2025] (filed as Exhibit [removed: 10.1] [added: 16.1] to [removed: LII's] [added: LII’s] Current Report on Form 8-K filed on [removed: December 12, 2022] [added: March 13, 2025] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312522302285/d411104dex101.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920225000005/ex161.htm)] | | | [added: | | |]

- Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, Dallas, TX, Auditor Firm ID: 42)

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| 10.20* | | | [Form of Employment Agreement entered into between LII and certain executive officers of LII (current version) (filed as Exhibit 10.3 to LII's Quarterly Report filed on April 23, 2025, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920225000017/lii-ex103_2025331x10q.htm) | | | | | |

| 18.1 | | | [Preferability Letter from Independent Registered Public Accounting Firm (filed herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000106920226000028/lii-ex181_20251231x10k.htm) | | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 10.24* | | | [Lennox International Inc. 2010 Incentive Plan, as amended and restated (filed as Exhibit 10.1 to LII's Current Report on Form 8-K filed on May 19, 2010 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000095012310051306/c01426exv10w1.htm) | | |

| 10.25* | | | [Form of Long-Term Incentive Award Agreement for U.S. Employees - Vice President and Above (for use under the 2010 Incentive Plan) (filed as Exhibit 10.14 to LII’s Annual Report on Form 10-K filed on February 16, 2018 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920218000004/lii-ex1014_20171231x10k.htm) | | |

| 97.1 | | | [LII Amended and Restated Clawback Policy (filed as Exhibit 97.1 to LII’s Annual Report on Form 10-K filed on February 13, 2024 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex971_20231231x10k.htm) | | |

[removed: February 11, 2025][added: | 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| /s/ Alok Maskara | | | | | | Chief Executive Officer and Director | | | February [removed: 11, 2025] [added: 17, 2026] | | |

| /s/ Michael P. Quenzer | | | | | | Executive Vice President and Chief Financial Officer | | | February [removed: 11, 2025] [added: 17, 2026] | | |

| /s/ Chris A. Kosel | | | | | | Vice President, Controller and Chief Accounting Officer | | | February [removed: 11, 2025] [added: 17, 2026] | | |

| /s/ Todd J. Teske | | | | | | Chairman of the Board of Directors | | | February [removed: 11, 2025] [added: 17, 2026] | | |

| /s/ Sherry L. Buck | | | | | | Director | | | February [removed: 11, 2025] [added: 17, 2026] | | |

| /s/ John W. Norris, III | | | | | | Director | | | February [removed: 11, 2025] [added: 17, 2026] | | |

| /s/ Karen H. Quintos | | | | | | Director | | | February [removed: 11, 2025] [added: 17, 2026] | | |

| /s/ Sivasankaran Somasundaram | | | | | | Director | | | February [removed: 11, 2025] [added: 17, 2026] | | |

| /s/ Jon Vander Ark | | | | | | Director | | | February [removed: 11, 2025] [added: 17, 2026] | | |

| /s/ Shane D. Wall | | | | | | Director | | | February [removed: 11, 2025] [added: 17, 2026] | | |

For the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

February 17, 2026

| /s/ Tracy A. Embree | | | | | | Director | | | February 17, 2026 | | |

| Tracy A. Embree | | | | | | | | | | | |

| Allowance for doubtful accounts | | | $ | 17.8 | | | | | $ | 1.2 | | | | | $ | (8.5) | | | | | $ | — | | | | | $ | (2.0) | | | | | $ | 8.5 | |

| | | | | | | | | | | | |

| /s/ Janet K. Cooper | | | | | | Director | | | February 11, 2025 | | |

| Janet K. Cooper | | | | | | | | | | | |

| /s/ Gregory T. Swienton | | | | | | Director | | | February 11, 2025 | | |

| Gregory T. Swienton | | | | | | | | | | | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | | $ | 10.7 | | | | | $ | 6.9 | | | | | $ | (0.4) | | | | | $ | — | | | | | $ | (1.7) | | | | | $ | 15.5 | |