Item 5. Other Information

Departure of Officer

On October 28, 2025, the Company reached an agreement with Peiming (Perry) Zheng whereby he will cease to serve as EVP, Chief Product, Delivery and Customer Officer and separate from employment with the Company effective as of February 28, 2026. During the period until his departure from the Company, Mr. Zheng will facilitate and oversee the planned reorganization of certain functions to allow the Company to meet the needs of a changing business environment, and will support the successful transition of his responsibilities. Mr. Zheng has also agreed to cooperate with the Company following his departure from the Company with respect to matters which involved him during the course of his employment. Given these commitments from Mr. Zheng, the Compensation Committee determined that Mr. Zheng’s departure from the Company will constitute a qualifying separation that results in full vesting of certain Otis RSUs that were converted from an RSU retention award granted by the Company’s former parent under the legacy United Technologies Corporation equity incentive plan. These legacy RSUs were awarded to Mr. Zheng prior to him becoming an executive officer of the Company in 2020 and became eligible to vest upon a qualifying separation after Mr. Zheng’s completion of three years of service as a member of the former parent’s Executive Leadership Group. In order to receive this benefit, as required by the RSU award agreement, Mr. Zheng must execute an agreement which will include a release and post-termination restrictive covenants, including confidentiality, a three-year post-termination non-competition covenant, and non-solicitation and non-disparagement covenants. Mr. Zheng’s separation from employment will constitute a retirement for purposes of his other Company equity awards in accordance with their terms. Mr. Zheng will not be entitled to any severance benefits under the Company’s ELG Severance Plan in connection with his separation from employment.

Insider Adoption or Termination of Trading Arrangements

During the fiscal quarter ended September 30, 2025, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non Rule 10b5-1 trading arrangement," as those terms are defined in Item 408 of Regulation S-K, except as set forth below.

On August 25, 2025, Ms. Marks, our Chair, President and Chief Executive Officer, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The trading plan covers (i) the sale, based on our current projected performance against underlying financial goals, expected tax withholding and certain dividend and share price assumptions, of up to approximately 48,407 shares in connection with the vesting of performance stock units granted to Ms. Marks in 2023, the actual amount of which may vary based on tax withholding and satisfaction of performance conditions; (ii) the sale of up to 19,047 shares that Ms. Marks previously received upon the vesting of other awards; and (iii) the exercise and sale of up to 191,799 stock appreciation rights granted to Ms. Marks in 2019, the actual number of which that could be sold depending on the Company’s stock price and applicable tax rates. The trading plan will terminate on March 1, 2026.