Item 5. Other Information

On July 23, 2024 (the “Grant Date”), the independent members of the Board of the Company, upon the recommendation of the Compensation Committee of the Board, granted a one-time equity-based award (the “Award”) to Judith F. Marks, the Company’s Chair, Chief Executive Officer and President, under the Company’s 2020 Long-Term Incentive Plan, as amended and restated as of January 1, 2024. Ms. Marks was awarded 154,036 performance stock units ("PSUs") and 102,691 restricted stock units (“RSUs”).

The Award was made to help ensure leadership continuity through the on-going transformation of the Company’s internal operating model, motivate a high performing CEO under whose leadership significant value has been created for shareholders in a competitive market for CEO talent and support the Company’s leadership succession planning. The Compensation Committee received advice from its independent compensation consultant on the amount of the Award, its vesting conditions, and its other features.

The vesting provisions of the PSUs are identical to those granted by the Company to Ms. Marks and other Company executives in February 2024, except that the vesting is also contingent on Ms. Marks remaining employed by the Company until the third anniversary of the Grant Date except in the case of her death, disability or qualifying termination of employment following a change in control of Otis. The PSUs are eligible to vest based on the Company’s cumulative adjusted earnings per share and average annual organic sales growth, in both cases measured over the 2024-2026 performance period and the number of shares payable upon vesting can be adjusted upward or downward by up to 20 percent depending on the Company’s relative total shareholder return measured against the companies in the S&P 500 Industrials Index over the three-year performance period.

The RSUs will cliff vest on the third anniversary of the Grant Date if Ms. Marks is then employed by the Company but will vest earlier in the case of her death, disability or qualifying termination of employment following a change in control of Otis. The after-tax shares received by Ms. Marks upon vesting of both the RSUs and the PSUs may not be sold for one-year following vesting except in the case of her death, disability or a change in control of Otis.

The preceding description of the Award is only a summary and is qualified in its entirety by the Schedule of Term for the PSUs and RSUs, copies of which are filed as Exhibits 10.1and 10.2 hereto, respectively, and are incorporated by reference herein.