Otis Worldwide Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 4, 2025 (September 2, 2025)

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OTIS WORLDWIDE CORPORATION

(Exact name of registrant as specified in its charter)

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One Carrier Place

Farmington, Connecticut 06032

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code

(860) 674-3000

N/A

(Former name or former address, if changed since last report)

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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:

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. ☐

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

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Section 8 – Other Events

Item 8.01.  Other Events.

On September 4, 2025, Otis Worldwide Corporation (the “Company”) issued $500 million aggregate principal amount of its 5.131% Notes due 2035 (the “Otis Notes”).

The Otis Notes were registered under the Securities Act of 1933, as amended (the “Act”), pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-270834) (the “Registration Statement”) filed on March 24, 2023.  On September 4, 2025, the Company filed with the SEC a Prospectus Supplement dated September 2, 2025 (the “Otis Prospectus Supplement”) containing the final terms of the Otis Notes pursuant to Rule 424(b)(2) of the Act.

In connection with the offer and sale of the Otis Notes, the Company entered into an Underwriting Agreement, dated September 2, 2025 (the “Otis Underwriting Agreement”), with BofA Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the underwriters named in Schedule A thereto.  A copy of the Otis Underwriting Agreement has been filed as exhibit 1.1 to this Current Report and is incorporated herein by reference.  The Otis Notes were issued under the Indenture, dated as of February 27, 2020 (the “Otis Base Indenture”), as supplemented by the Supplemental Indenture No. 5, dated as of September 4, 2025 (the “Otis Supplemental Indenture” and, the Otis Base Indenture as supplemented by the Otis Supplemental Indenture, the “Otis Indenture”), in each case between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.  The Otis Base Indenture, the Otis Supplemental Indenture and a form of the Otis Notes have been filed as exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated herein by reference.

The net proceeds to the Company from the sale of the Otis Notes, after the underwriting discount and offering expenses, are estimated to be approximately $495.2 million. The Company intends to use the net proceeds from this offering to fund the repayment at maturity of its 0.370% Notes due March 18, 2026 (the “2026 Yen Notes”), of which ¥21.5 billion (approximately $147 million as of June 30, 2025) principal amount is currently outstanding. The Company intends to use the remainder of the proceeds to fund the repayment of certain of its commercial paper borrowings and for other general corporate purposes.

The Otis Notes will bear interest at the rate of 5.131% per annum and mature on September 4, 2035.  Interest on the Otis Notes will be payable on March 4 and September 4 of each year, beginning on March 4, 2026.

At any time, and from time to time, prior to June 4, 2035, the Company may redeem the Otis Notes, in whole or in part, at a redemption price equal to the principal amount of the Otis Notes being redeemed plus an applicable “make-whole” premium, plus accrued and unpaid interest on the principal amount of the Otis Notes being redeemed to, but excluding, the relevant redemption date.  At any time on or after June 4, 2035, the Company may redeem the Otis Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Otis Notes being redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Note being redeemed to, but excluding, the relevant redemption date.

Upon the occurrence of a Change of Control Triggering Event (as defined in the Otis Base Indenture) unless the Company has exercised its right to redeem the Otis Notes by giving irrevocable notice on or prior to the 30th day after the Change of Control Triggering Event in accordance with the Otis Indenture, each holder of the Otis Notes will have the right to require the Company to purchase all or a portion of such holder’s Otis Notes pursuant to an offer as described in the Otis Prospectus Supplement at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but excluding, the Change of Control Payment Date (as defined in the Otis Base Indenture).

The Otis Notes are unsecured, unsubordinated obligations of the Company and rank equally in right of payment with all of the Company’s existing and future unsecured, unsubordinated indebtedness.  The Otis Notes were issued in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

The Otis Indenture imposes restrictions on the Company and certain of its subsidiaries, including certain restrictions customary for financings of this type that, among other things, limit the ability to incur additional liens, to make certain fundamental changes and to enter into sale and leaseback transactions.  In addition, the Otis Indenture contains events of default customary for financing of this type.

For further information about the terms and conditions of the Otis Underwriting Agreement, the Otis Indenture and the Otis Notes, please refer to the Otis Prospectus Supplement.  The descriptions of the Otis Underwriting Agreement, the Otis Indenture and the Otis Notes herein and in the Otis Prospectus Supplement are summaries and are qualified in their entirety by the terms of the Otis Underwriting Agreement, the Otis Indenture and the Otis Notes, respectively.

This report is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.  No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Act.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

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.