Chair, CEO and President Marks Judith Fran was granted 58,169 shares, covered exercise/tax liability with 20,354 shares, exercised 210,224 shares at a strike of $58.32, sold $9,289,409 worth of shares (102,887 units at $90.29) and returned $12,259,772 worth of shares to the company (135,692 units at $90.35), increasing direct ownership by 4% to 231,072 units (SEC Form 4)
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
|
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Otis Worldwide Corp [ OTIS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/03/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/03/2026 | A | 58,169(5) | A | (5) | 279,781 | D | |||
| Common Stock | 02/03/2026 | F | 12,073 | D | $87.16 | 267,708 | D | |||
| Common Stock | 02/04/2026 | M | 18,425 | A | (1) | 286,133 | D | |||
| Common Stock | 02/04/2026 | F | 8,281 | D | $90.37 | 277,852 | D | |||
| Common Stock | 02/04/2026 | S | 46,780(6) | D | $89.5694(6) | 231,072 | D | |||
| Common Stock | 02/04/2026 | M | 191,799(4) | A | $63.92 | 422,871 | D | |||
| Common Stock | 02/04/2026 | D | 135,692 | D | $90.35 | 287,179 | D | |||
| Common Stock | 02/05/2026 | S | 56,107 | D | $90.8862(7) | 231,072(8) | D | |||
| Common Stock | 23,000(9) | I | by 2025 GRAT(9) | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 02/03/2026 | A | 59,305 | (2) | (2) | Common Stock | 59,305 | $0 | 59,305 | D | ||||
| Restricted Stock Units | (1) | 02/04/2026 | M | 18,425 | (3) | (3) | Common Stock | 18,425 | $0 | 36,862 | D | ||||
| Stock Appreciation Rights | $63.92 | 02/04/2026 | M | 191,799(4) | 02/05/2022 | 02/04/2029 | Common Stock | 191,799 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units (RSUs) convert into common stock on a one-for-one basis. RSUs include the right to receive dividend equivalents that are credited as additional RSUs. |
| 2. RSUs vest in three substantially equal annual installments beginning on the first anniversary of the Transaction Date. |
| 3. On February 4, 2025, the reporting person was granted RSUs vesting in three substantially equal annual installments beginning on the first anniversary of the grant date. The first installment vested on the Transaction Date. |
| 4. This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 25, 2025. |
| 5. The acquisition of Otis common stock represents the vesting of performance share units (PSUs) previously awarded on February 7, 2023. Each PSU has a value equal to one share of Otis common stock. These PSUs vested on the Transaction Date upon the achievement of the 3-year cycle preestablished performance targets. The performance criteria were certified to be achieved at the 82% level. The reporting person previously elected to defer 50% of this award under the LTIP PSU Deferral Plan upon vesting. Any vested shares that are deferred under this plan are credited as DSUs and will be settled in stock. The DSUs will be paid out in an equal number of shares of Otis common stock in accordance with the reporting person's previous elections. DSUs accrue dividend equivalents. |
| 6. This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 25, 2025. The shares sold in multiple trades at prices ranging from $87.73 to $90.45. The price reported above reflects the weighted average sale price. The reporting person undertakes to provide the registrant, any security holder of the registrant, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. The number of shares sold includes the shares received by the reporting person upon the vesting of the PSUs previously awarded on February 7, 2023 after giving effect to the tax withholdings and the 50% PSU deferral election. |
| 7. This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 25, 2025. The shares sold in multiple trades at prices ranging from $89.755 to $91.495. The price reported above reflects the weighted average sale price. The reporting person undertakes to provide the registrant, any security holder of the registrant, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 8. Includes (i) 12,800 shares previously held through the 2023 grantor retained annuity trust (GRAT) which were transferred to the reporting person on August 25, 2025 and are now owned directly and (ii) 1,658 dividend equivalents issued on DSU's under the LTIP PSU Deferral Plan since March 2025. |
| 9. The reporting person established a GRAT on September 5, 2025 and contributed 23,000 shares of the Issuer's common stock to it on September 10, 2025. The reporting person is the sole trustee and annuitant of the GRAT, which is scheduled to expire in accordance with its terms on September 10, 2027. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney. This form includes transactions effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 25, 2025. The plan will terminate on March 1, 2026. |
| Susan Grady, Attorney-in-Fact | 02/05/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||