Lennox International 8-K 2023-09-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): September 7, 2023

LENNOX INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

2140 LAKE PARK BLVD.,

RICHARDSON, Texas 75080

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (972)497-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On September 7, 2023, Lennox International Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, the guarantors party thereto, and BofA Securities, Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, with respect to the public offer and sale of $500,000,000 aggregate principal amount of its 5.500% Senior Notes due 2028 (the “Notes”). A copy of the Underwriting Agreement is included as Exhibit 1.1 hereto and is incorporated herein by reference.

The Underwriting Agreement is more fully described in the prospectus supplement, filed with the Securities and Exchange Commission (the “Commission”) on September 8, 2023, to the accompanying prospectus filed with the Commission on October 27, 2022, as part of the Company’s Registration Statement on Form S-3ASR (File No. 333-268030).

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 1.1.

The Company is filing the exhibit to this Current Report on Form 8-K for the purpose of incorporating such exhibit in its Registration Statement (Registration No. 333-268030). The exhibit to this Current Report on Form 8-K is hereby incorporated into such Registration Statement by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LENNOX INTERNATIONAL INC.