[Form 4] Lennox International Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 highlights: Director John W. Norris III reported a single open-market sale of 3,190 Lennox International (LII) common shares on 07-03-2025 at $606 per share, generating proceeds of roughly $1.9 million. After the transaction he still owns 204,096 shares directly and retains indirect beneficial ownership of ≈2.96 million additional shares held through multiple family trusts and a limited partnership.

The sale represents about 1.5 % of his direct stake and an immaterial fraction (<0.1 %) of his total economic exposure to LII. No derivative transactions or 10b5-1 trading plan were disclosed. The filing is routine and does not indicate any change in board role or strategic direction.

• Transaction code: S (open-market sale)
• Remaining direct ownership: 204,096 shares
• Largest indirect holding: Norris Family Ltd. Partnership – 2.55 million shares

Investor takeaway: The modest size of the sale relative to the insider’s aggregate holdings limits its signaling value. However, it does confirm the stock was trading near record highs (~$600+) and may prompt short-term sentiment checks around insider activity.

Positive

• Insider retains substantial ownership of more than 3 million shares, preserving alignment with shareholders.
• Transaction represents only 1.5 % of direct holdings, suggesting the sale is likely for diversification or liquidity, not a bearish signal.

Negative

• Open-market sale at record price levels may be viewed negatively by momentum investors looking for insider conviction.
• Lack of 10b5-1 plan disclosure could raise minor questions about timing, though no rules were breached.

Insights

Financial Analyst

TL;DR: Minor insider sale; negligible impact on LII fundamentals.

The 3,190-share sale is only 1.5 % of Norris’s direct stake and roughly 0.1 % of his total economic interest when indirect holdings are counted. At ~$606, the proceeds are under $2 million—trivial compared with LII’s daily trading volume and the director’s multibillion-dollar exposure. There is no accompanying 10b5-1 plan or pattern of large disposals, so I view the action as personal liquidity rather than a valuation call. Fundamental thesis—HVAC demand strength, pricing power and margin expansion—remains unaffected.

Corporate Governance Specialist

TL;DR: Governance-neutral; insider retains meaningful alignment.

Even after this sale, Norris continues to hold over 3 million shares directly and indirectly, maintaining strong alignment with shareholder interests. The filing is timely, lacks anomalies, and includes standard disclaimers on trusts. No red flags such as clustered insider selling or plan cancellations emerged. Therefore, governance risk profile is unchanged.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

NORRIS JOHN W III

(Last) (First) (Middle)

2140 LAKE PARK BLVD.

(Street)

RICHARDSON TX 75080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LENNOX INTERNATIONAL INC [ LII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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, Par Value $0.01 Per Share	07/03/2025		S		3,190	D	$606	204,096	D
Common Stock, Par Value $0.01 Per Share								107,250	I	JWN III Trust A(1)
Common Stock, Par Value $0.01 Per Share								47,853	I	Norris Living Trust(2)
Common Stock, Par Value $0.01 Per Share								18,480	I	Norris Marital Trust - Exempt(2)
Common Stock, Par Value $0.01 Per Share								146,835	I	Norris Marital Trust - Non-Exempt(2)
Common Stock, Par Value $0.01 Per Share								530	I	Norris Childs Trust fbo John W. Norris III
Common Stock, Par Value $0.01 Per Share								1,685	I	Norris-Newman Minors Trust(3)
Common Stock, Par Value $0.01 Per Share								2,545,105	I	Norris Family Ltd. P(4)
Common Stock, Par Value $0.01 Per Share								28,372	I	B.W. Norris Revocable Trust(3)
Common Stock, Par Value $0.01 Per Share								5,636	I	Catherine Houlihan-spouse(3)
Common Stock, Par Value $0.01 Per Share								28,372	I	L. C. Norris Trust(3)
Common Stock, Par Value $0.01 Per Share								28,372	I	W.H. Norris Revocable Trust(3)

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

Explanation of Responses:

1. The reporting person is a co-trustee.

2. The reporting person is a co-trustee and holds a remainder interest therein. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. The reporting person is president of J.W. Norris, Inc., the general partner of the Norris Family Limited Partnership (the "Limited Partnership"), and also holds a percentage of the limited partnership interest in the Limited Partnership. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Monica Brown, attorney-in-fact for Mr. John W. Norris III	07/07/2025
	** 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.

FAQ

How many Lennox (LII) shares did John W. Norris III sell?

He sold 3,190 common shares on 07-03-2025.

At what price were the LII shares sold?

The shares were sold at $606 per share.

What is the director's remaining direct ownership after the sale?

He now holds 204,096 shares directly.

How many shares does Norris control indirectly?

Through family trusts and a limited partnership he indirectly controls ≈2.96 million shares.

Does the filing disclose any derivative transactions or 10b5-1 plan?

No derivative trades or 10b5-1 trading plan were disclosed in this Form 4.

Is this insider sale considered material to Lennox shareholders?

Given its small size relative to Norris’s total holdings and LII’s market cap, the sale is generally viewed as not materially significant.