tt-20260604

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________

FORM 8-K

____________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) — 6/4/2026

____________________________________________

TRANE TECHNOLOGIES PLC

(Exact name of registrant as specified in its charter)

____________________________________________


Ireland	001-34400	98-0626632
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

170/175 Lakeview Drive

Airside Business Park

Swords Co. Dublin

Ireland

(Address of principal executive offices, including zip code)

+(353)(0)18707400

(Registrant’s phone number, including area code)

N/A

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

____________________________________________

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Ordinary Shares, Par Value $1.00 per Share

New York Stock Exchange

5.250% Senior Notes due 2033

TT33

New York Stock Exchange

5.100% Senior Notes due 2034

TT34

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2):

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. o


Item 5.02.			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2026, the Board of Directors of Trane Technologies plc (the “Company”) appointed Donald E. Simmons, age 55, as Executive Vice President and Chief Operating Officer of the Company effective as of July 1 2026 (the “Effective Date”). Mr. Simmons has served as Group President, Americas since January 2024. He previously served as Americas Segment Leader and CHVAC Americas President from January 2022 to December 2023 and President, CHVAC Americas from August 2017 to December 2021.

On June 5, 2026, the Company entered into an offer letter with Mr. Simmons (the “Offer Letter”). Pursuant to the Offer Letter, as of the Effective Date, Mr. Simmons will receive a base salary of $950,000, his Annual Incentive Matrix Program target will be 100% and his annual equity award target opportunity will be $4,300,000. In addition, Mr. Simmons will receive a one-time long-term equity incentive grant as of the Effective Date of $400,000 in Restricted Stock Units and $400,000 in stock options, each of which will vest ratably over three years.

Except as previously disclosed in the Company’s 2026 Proxy Statement filed with the Securities and Exchange Commission on April 23, 2026, Mr. Simmons has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing summary of Mr. Simmons’s compensation is qualified in its entirety by reference to the complete Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.


Item 7.01.			Regulation FD Disclosure

On June 10, 2026, the Company issued a press release announcing the appointment of Mr. Simmons as Chief Operating Officer of the Company. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.


Item 9.01.			Financial Statements and Exhibits.


(d)			Exhibits:

Exhibit No.

Description

10.1

Donald Simmons Offer Letter dated June 5, 2026

99.1

June 10 , 2026 press release regarding appointment of Donald Simmons as Chief Operating Officer

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

TRANE TECHNOLOGIES PLC

(Registrant)

Date:

June 10, 2026

/s/ Victoria Lazar

Victoria Lazar, Senior Vice President, General Counsel and Secretary

David S. Regnery

Chair and Chief Executive Officer

June 5, 2026

Donald Simmons

Dear Donny:

I am pleased to present to offer you the position of Executive Vice President and Chief Operating Officer reporting to me with overall accountability for the financial and operating performance of all three regions. This role will be based in Davidson, North Carolina, and becomes effective on July 1, 2026 (the “effective date”). In this role, you will remain an Elected (Section 16) Officer of Trane Technologies (“the Company) and a member of the Enterprise Leadership Team (“ELT”). I look forward to your acceptance of this offer and the contributions you will make in this role.

1. Your base salary will be set at an annual rate of $950,000 (Nine Hundred Fifty Thousand U.S. dollars) paid monthly. This represents an increase of $100,000 or 11.8%.

2. Your Annual Incentive Matrix (“AIM”) target opportunity will remain at 100% of your base salary on the effective date. The actual award that you may receive can range from 0% to 200% of the targeted amount depending upon your individual performance and the achievement of the Company’s annual financial objectives and performance goals. For 2026, your AIM target award will be prorated as follows:

a. January 1, 2026 to June 30,2026: In determining this portion of your award, we will use your base salary of $850,000, an AIM target of 100% of base salary and the AIM metrics assigned to your current role as Group President, Americas Region.

b. July 1, 2026 to December 31, 2026: In determining this portion of your award, we will use your base salary of $950,000, an AIM target of 100% of base salary, and the AIM metrics assigned to Enterprise.

3. Your annual Long-Term Incentive (“LTI”) target opportunity will increase from $3,500,000 to $4,300,000 representing an increase of $800,000 or 23% . It is anticipated that your annual award will be granted in two parts:

a. Stock Options and Restricted Stock Units (“RSUs”): Your annual award will be $2,150,000 and will be made in an equal proportion of stock options and RSUs. The award value will be converted into stock options and RSUs based on the fair market value of Trane Technologies’ ordinary shares on the grant date. Stock option and RSU awards generally vest ratably, one third each year, over three years from the date of grant. Annual equity awards are contingent upon your sustained performance and demonstrated leadership potential.

Trane Technologies maintains an employment-at-will policy, which means that you or the Company, for any reason or no reason, may terminate employment, and that nothing in this offer is intended to create a contract of employment for any period of time.

[1]

Donald Simmons June 5, 2026

b. Performance Share Units (“PSUs”): You will be eligible to receive grants under the Company’s Performance Share Program (“PSP”) with a target value of $2,150,000. The target award value will be converted into PSUs based on the fair market value of Trane Technologies’ ordinary shares on the grant date. PSUs are based on performance over a three-year period and settled in ordinary shares of the Company. At this time, the actual number of PSUs earned will be based on Trane Technologies’ Cash Flow Return on Invested Capital (“CROIC”) and Total Shareholder Return (“TSR”) both relative to the S&P 500 Industrials Index over the 2025 to 2027 performance period and can range from 0% to 200% of the target number of PSUs. PSP performance goals are subject to change for future performance periods at the discretion of the Committee. For your reference, information related to the Trane Technologies Long-Term Incentive program is attached.

As a senior leader, you are subject to the Trane Technologies’ share ownership requirements. Your requirement to achieve and maintain ownership of ordinary shares or share equivalents of the Company at a value of at least 3x your annual base salary will remain the same. You will have the remainder of the five-year grow-in period from the effective date of your prior promotion to achieve this ownership at a rate of 20% per year (2029).

When you consider each of the items above, your Total Annual Direct Compensation (“TDC”) target is

$6,200,000.

4. In addition to the increase in your TDC, you will be awarded a special one-time LTI grant on the effective date subject to approval by the Human Resources and Compensation Committee of the Board at their next meeting scheduled on June 4, 2026. The grant will be awarded as follows.

– RSUs: You will be granted $400,000 in RSU’s that will vest ratably over three years.

– Stock Options: You will be granted $400,000 in Stock Options that will vest ratably over three years.

5. You will continue to be eligible to participate in all applicable qualified and non-qualified employee benefit programs in which you currently participate.

6. You will remain eligible for Change in Control (“CIC”) protection at your current level of 2.5 times your base salary plus your AIM target.

7. Based on your role in the Company, you will remain restricted from transactions involving ordinary shares of Company stock (exercising options, moving in or out of ordinary shares held in company plans, or buying or selling ordinary shares on the open market) except during designated window periods. You will receive communication from the Corporate Secretary when window periods are open along with instructions on how to execute transactions.

Donny, we all believe that you will make a significant contribution as the Company’s Chief Operating Officer and look forward to what lies ahead. To accept this offer, please sign this letter and return to Mairead Magner, Senior Vice President and Chief Human Resources Officer.

If you should have any questions about the details of the above offer, please feel free to call Mairead at (704) 990-3019 or Lynn Castrataro, Vice President, Total Rewards at (732) 325-7069.

[2]

Donald Simmons June 5, 2026

Sincerely,

/s/ David S. Regnery

David S. Regnery

Chair and Chief Executive Officer

cc: Mairead Magner Lynn Castrataro

CANDIDATE ACCEPTANCE

I accept your offer of employment with Trane Technologies as Senior Vice President, Chief Integrated Supply Chain Officer and agree to the conditions in the offer letter.

/s/ Donald Simmons 6-6-2026

Donald Simmons Date

[3]

Media Contact: Investors Contact:

Travis Bullard Zachary Nagle

+1-919-802-2593 +1-704-990-3913

[email protected] [email protected]

Trane Technologies Names Donny Simmons as Chief Operating Officer

Appointment aligns leadership structure with company’s increased scale and expanding market opportunities

SWORDS, Ireland – June 10, 2026 – Trane Technologies (NYSE: TT), a global climate innovator, today announced the appointment of Donny Simmons as Chief Operating Officer (COO), reporting to Chair and CEO Dave Regnery, effective July 1, 2026. In this expanded role, Simmons will oversee the company’s regional business units and operations, driving tighter business and operational alignment and accelerating execution of the company’s growth strategy.

Since launching as a pure-play climate innovation company in 2020, Trane Technologies has nearly doubled its annual revenue. Concurrently, the external landscape has rapidly evolved, with the global energy transition, advancements in climate innovation and the acceleration of artificial intelligence creating unprecedented market opportunities. By creating stronger alignment across its regional businesses and operations, Trane Technologies is positioned to capture these opportunities with greater speed and agility.

“Donny’s appointment is an important step in our growth journey,” said Dave Regnery, Chair and CEO of Trane Technologies. “By bringing our regional businesses and operations together under his leadership, we will foster deeper collaboration, strengthen our Business Operating System and accelerate execution of our strategy. Donny’s strategic leadership, deep understanding of our businesses and strong operational mindset make him uniquely positioned to drive our next phase of growth.”

Simmons is a 25-year veteran of the company with a proven track record of delivering consistent, profitable growth. Most recently, he served as Group President of the Americas region, overseeing a broad portfolio including commercial and residential HVAC, transport refrigeration and life science solutions.

Since joining the company in 2001, Simmons has led several of the company’s largest businesses, including Commercial HVAC North America and EMEA as well as several global industrial businesses. Simmons has extensive experience managing complex, global operations and brings a holistic perspective to the COO role, having held key leadership positions across general management, sales, manufacturing and finance.

###

About Trane Technologies

Trane Technologies is a global climate innovator. Through our strategic brands Trane® and Thermo King®, and our portfolio of environmentally responsible products and services, we bring efficient and sustainable climate solutions to buildings, homes and transportation. For more on Trane Technologies, visit tranetechnologies.com.