Marks Judith Fran 4
4 · Otis Worldwide Corp · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
Otis (OTIS) CEO Judith Marks Exercises Options and Sells Shares
What Happened
- Judith Marks (Chair, CEO & President) exercised stock awards and options and sold shares across Feb 3–5, 2026. She exercised 191,799 shares of options at $63.92/share (exercise cost ≈ $12.26M) and had 135,692 shares surrendered to the issuer to cover the exercise cost. She also received shares from awards/vestings (RSUs/PSUs). Separately, she sold a total of about 258,933 shares in transactions and withholdings, generating roughly $23.35M in gross proceeds (sales and shares surrendered include tax-withholding shares).
Key Details
- Transaction dates: Feb 3–5, 2026. Form filed Feb 5, 2026 (no late filing indicated in the report).
- Major price points and amounts:
- Option exercise: 191,799 shares at $63.92 → cost ≈ $12,259,792.
- Shares surrendered to issuer to cover exercise: 135,692 shares @ $90.35 → ≈ $12,259,772.
- Open-market/private sales: 46,780 shares (weighted avg ≈ $89.57) → ≈ $4.19M, and 56,107 shares (weighted avg ≈ $90.89) → ≈ $5.10M.
- Tax-withholding/surrender sales: 12,073 shares ($1.05M) and 8,281 shares ($0.75M).
- Total reported sale proceeds and related dispositions ≈ $23.35M.
- Shares acquired/awarded: reported awards/vestings include entries of 58,169 and 59,305 shares (RSUs/PSUs) and other small vested installments; PSUs from a 2023 award vested at 82% (per footnote).
- Shares owned after the transactions: not specified in the filing.
- Notable footnotes:
- Sales were effected pursuant to a Rule 10b5-1 trading plan adopted Aug 25, 2025; the plan terminates Mar 1, 2026 (F4, F6, F7).
- PSUs vested at 82% and the reporting person elected to defer 50% under the LTIP PSU Deferral Plan; deferred amounts become DSUs and are paid in stock (F5).
- RSUs convert one-for-one to common stock and include dividend equivalents; vesting schedule in most grants is three annual installments (F1–F3).
- Some sales occurred in multiple trades across price ranges; weighted averages are reported and the filer offered to provide per-price details on request (F6, F7).
Context
- This was largely a cashless-style exercise/sale pattern: options were exercised, a portion of shares was surrendered to cover exercise cost/taxes, and remaining shares were sold in the market under a preplanned 10b5-1 arrangement.
- Rule 10b5-1 sales are prearranged trades and are not necessarily a contemporaneous signal of the insider’s view of the company.
- PSUs/RSUs vesting and tax withholding/surrender activity are common executive compensation events and often result in routine sales to cover tax obligations.
Insider Transaction Report
Form 4
Marks Judith Fran
Chair, CEO and President
Transactions
- Award
Common Stock
[F5]2026-02-03+58,169→ 279,781 total - Tax Payment
Common Stock
2026-02-03$87.16/sh−12,073$1,052,283→ 267,708 total - Exercise/Conversion
Common Stock
[F1]2026-02-04+18,425→ 286,133 total - Tax Payment
Common Stock
2026-02-04$90.37/sh−8,281$748,354→ 277,852 total - Sale
Common Stock
[F6]2026-02-04$89.57/sh−46,780$4,190,057→ 231,072 total - Exercise/Conversion
Common Stock
[F4]2026-02-04$63.92/sh+191,799$12,259,792→ 422,871 total - Disposition to Issuer
Common Stock
2026-02-04$90.35/sh−135,692$12,259,772→ 287,179 total - Sale
Common Stock
[F7][F8]2026-02-05$90.89/sh−56,107$5,099,352→ 231,072 total - Award
Restricted Stock Units
[F1][F2]2026-02-03+59,305→ 59,305 total→ Common Stock (59,305 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F3]2026-02-04−18,425→ 36,862 total→ Common Stock (18,425 underlying) - Exercise/Conversion
Stock Appreciation Rights
[F4]2026-02-04−191,799→ 0 totalExercise: $63.92From: 2022-02-05Exp: 2029-02-04→ Common Stock (191,799 underlying)
Holdings
- 23,000(indirect: by 2025 GRAT)
Common Stock
[F9]
Footnotes (9)
- [F1]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.
- [F2]RSUs vest in three substantially equal annual installments beginning on the first anniversary of the Transaction Date.
- [F3]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.
- [F4]This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 25, 2025.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.
Signature
Susan Grady, Attorney-in-Fact|2026-02-05