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Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

Financial Statements

The following financial statements are included in Part II, Item 8 of the Annual Report on Form 10-K:

  • Report of Independent Registered Public Accounting Firm (KPMG LLP, Dallas, TX, Auditor Firm ID: 185)

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

  • Consolidated Balance Sheets as of December 31, 2025 and 2024

  • Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023

  • Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024 and 2023

  • Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025, 2024 and 2023

  • Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023

  • Notes to the Consolidated Financial Statements for the Years Ended December 31, 2025, 2024 and 2023

Financial Statement Schedules

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, 2025, 2024 and 2023 (see Schedule II immediately following the signature page of this Annual Report on Form 10-K).

Financial statement schedules not included in this Annual Report on Form 10-K have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.

Exhibits

A list of the exhibits required to be filed or furnished as part of this Annual Report on Form 10-K is set forth in the Index to Exhibits, which immediately precedes such exhibits, and is incorporated herein by reference.

INDEX TO EXHIBITS

3.1Restated 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).
3.2Amended 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).
4.1Indenture, 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 on Form S-3 (Registration No. 333-155796) filed on May 3, 2010 and incorporated herein by reference).
4.2Ninth 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).
4.3Form of 1.700% Notes due 2027 (filed as Exhibit B in Exhibit 4.2 to LII’s Current Report on Form 8-K filed on July 30, 2020 and incorporated herein by reference).
4.4Tenth 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, 2022 and incorporated herein by reference).
4.5Eleventh 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).
4.6Form of 5.500% Notes due 2028 (filed as Exhibit A in Exhibit 4.2 to LII's Current Report on Form 8-K filed on September 15, 2023 and incorporated herein by reference).
4.7Description of Securities (filed as Exhibit 4.8 to LII’s Annual Report on Form 10-K filed on February 21, 2023 and incorporated herein by reference).
10.1Amendment and Restatement Agreement adopting the Amended and Restated Credit Agreement, dated as of May 9, 2025, among LII, the guarantors and lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.1 to LII's Current Report on Form 8-K filed on May 14, 2025, and incorporated herein by reference).
10.2Guaranty Agreement, dated as of July 14, 2021, among the guarantors party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.2 to LII’s Current Report on Form 8-K filed on July 15, 2021 and incorporated herein by reference).
10.3Term Credit Agreement, dated as of October 16, 2025, among LII, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto (filed as Exhibit 10.1 to LII’s Quarterly Report on Form 10-Q filed on October 22, 2025 and incorporated herein by reference).
10.4Guaranty Agreement, dated as of October 16, 2025, among the guarantors party thereto and Wells Fargo Bank, National Association, as administrative agent (filed as Exhibit 10.2 to LII’s Quarterly Report on Form 10-Q filed on October 22, 2025 and incorporated herein by reference).
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).
10.6*Form of Long-Term Incentive Award Agreement for U.S. Employees - Vice President and Above (for use under the 2019 Incentive Plan) (filed as Exhibit 10.18 to LII’s Annual Report on Form 10-K filed on February 18, 2020 and incorporated herein by reference).
10.7*Form of Long-Term Incentive Award Agreement for U.S. Employees - Vice President and Above (for use under the 2019 Incentive Plan) (2024 version) (filed as Exhibit 10.1 to LII’s Current Report on Form 8-K filed on December 11, 2023 and incorporated herein by reference).
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 as Exhibit 10.9 to LII’s Annual Report on Form 10-K filed on February 11, 2025 and incorporated herein by reference).
10.9*Form of Long-Term Incentive Award Agreement for U.S. Employees - Vice President and Above (for use under the 2019 Incentive Plan) (2026 version) (filed as Exhibit 10.1 to LII’s Current Report on Form 8-K filed on December 5, 2025 and incorporated herein by reference).
10.10*Form of Short-Term Incentive Program for Lennox International Inc. and its Subsidiaries (filed as Exhibit 10.20 to LII’s Annual Report on Form 10-K filed on February 18, 2020 and incorporated herein by reference).
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).
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).
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).
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).
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).
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).
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 reference).
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).
10.19*Form of Employment Agreement entered into between LII and certain executive officers of LII (2023 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).
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).
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).
10.22*Lennox International Inc. Change in Control Severance Plan (filed as Exhibit 10.1 to LII's Current Report on Form 8-K filed on December 12, 2022 and incorporated herein by reference).
16.1Letter of KPMG LLP, dated March 13, 2025 (filed as Exhibit 16.1 to LII’s Current Report on Form 8-K filed on March 13, 2025 and incorporated herein by reference).
18.1Preferability Letter from Independent Registered Public Accounting Firm (filed herewith).
19.1Insider Trading Policy (filed as Exhibit 19.1 to LII’s Annual Report on Form 10-K filed on February 11, 2025 and incorporated herein by reference).
21.1Subsidiaries of LII (filed herewith).
22.1List of Guarantor Subsidiaries (filed as Exhibit 22.1 to LII’s Quarterly Report on Form 10-Q filed on October 22, 2025 and incorporated herein by reference).
23.1Consent of KPMG LLP (filed herewith).
23.2Consent of Ernst & Young LLP (filed herewith)
31.1Certification of the principal executive officer (filed herewith).
31.2Certification of the principal financial officer (filed herewith).
32.1Certification of the principal executive officer and the principal financial officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).
97.1LII 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).
101SCH Inline XBRL Taxonomy Extension Schema Document
101CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*Management contract or compensatory plan or arrangement.

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