S-3ASR 1 ny20065414x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on February 13, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Otis Worldwide Corporation

(Exact name of Registrant as specified in its charter)


Delaware (State or Other Jurisdiction of Incorporation or Organization)			83-3789412 (I.R.S. Employer Identification No.)

One Carrier Place

Farmington, Connecticut 06032

(860) 674-3000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Nora LaFreniere

Executive Vice President & General Counsel

Otis Worldwide Corporation

One Carrier Place

Farmington, Connecticut 06032

(860) 674-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Joshua R. Cammaker

Victor Goldfeld

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

(212) 403-1000 (Telephone)

(212) 403-2000 (Facsimile)

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the U.S. Securities Exchange Act of 1934.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐


			Page
ABOUT OTIS WORLDWIDE CORPORATION			1
WHERE YOU CAN FIND MORE INFORMATION			1
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS			3
RISK FACTORS			5
USE OF PROCEEDS			6
PLAN OF DISTRIBUTION			6
DESCRIPTION OF AWARD ADJUSTMENTS			7
LEGAL MATTERS			8
EXPERTS			8


Securities and Exchange Commission registration fee			$0⁽¹⁾
Legal fees and expenses			65,000.00
Accounting fees and expenses			30,000.00
Printing expenses			5,000.00
Total			$100,000.00


Exhibit Number			Exhibit Description
2.1			Separation and Distribution Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation, incorporated by reference to Exhibit 2.1 of the Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on April 3, 2020.

3.1(A)			Certificate of Amendment incorporated by reference to Exhibit 3.1(A) of Otis’ Current Report on Form 8-K on April 3, 2020.

3.1(B)			Amended and Restated Certificate of Incorporation of Otis Worldwide Corporation incorporated by reference to Exhibit 3.1(B) of Otis’ Current Report on Form 8-K on April 3, 2020.

3.2			Amended and Restated By-Laws of Otis Worldwide Corporation incorporated by reference to Exhibit 3.1 of Otis’ Current Report on Form 8-K on March 24, 2025.

5.1			Opinion of Susan Brown Grady, Esq., Senior Vice President, Corporate Secretary of the Registrant.

10.1			Employee Matters Agreement, dated as of April 2, 2020, by and among United Technologies


Exhibit Number			Exhibit Description
			Corporation, Otis Worldwide Corporation and Carrier Global Corporation incorporated by reference to Exhibit 10.3 of Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on April 3, 2020.

23.1			Consent of PricewaterhouseCoopers LLP.

23.2			Consent of Susan Brown Grady, Esq., Senior Vice President, Corporate Secretary of the Registrant (included in Exhibit 5.1).

24.1			Powers of Attorney (included as part of the signature pages of the Registration Statement).

107			Filing Fee Table.


Signature	Title	Date

/s/ Judith F. Marks	Director, Chair, President and Chief Executive Officer (Principal Executive Officer)	February 13, 2026
Judith F. Marks		February 13, 2026

/s/ Cristina Méndez	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 13, 2026
Cristina Méndez		February 13, 2026

/s/ Michael P. Ryan	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 13, 2026
Michael P. Ryan		February 13, 2026

/s/ Thomas A. Bartlett	Director	February 13, 2026
Thomas A. Bartlett	Director	February 13, 2026

/s/ Jeffrey H. Black	Director	February 13, 2026
Jeffrey H. Black	Director	February 13, 2026

/s/ Jill C. Brannon	Director	February 13, 2026
Jill C. Brannon	Director	February 13, 2026

/s/ Nelda J. Connors	Director	February 13, 2026
Nelda J. Connors	Director	February 13, 2026

/s/ Kathy Hopinkah Hannan	Director	February 13, 2026
Kathy Hopinkah Hannan	Director	February 13, 2026

OTIS WORLDWIDE CORPORATION

/s/ Cristina Méndez

Cristina Méndez
Executive Vice President and Chief Financial Officer

SEC Form S-3ASR filed by Otis Worldwide Corporation