07/01/2026 | Press release | Distributed by Public on 07/01/2026 14:19
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 06/29/2026 | A(2) | 2,704 | (3) | (3) | Common Stock | 2,704 | $ 0 | 2,704 | D | ||||
| Restricted Stock Units | (4) | 06/29/2026 | A(5) | 1,746 | (5) | (5) | Common Stock | 1,746 | $ 0 | 1,746 | D | ||||
| Restricted Stock Units | (4) | 06/29/2026 | A(6) | 1,745 | (6) | (6) | Common Stock | 1,745 | $ 0 | 1,745 | D | ||||
| Employee Stock Options (right to buy) | $200.61 | 06/29/2026 | A(7) | 12,531 | 06/29/2026 | 02/19/2035 | Common Stock | 12,531 | $ 0 | 12,531 | D | ||||
| Employee Stock Options (right to buy) | $200.61 | 06/29/2026 | A(8) | 12,531 | (8) | 02/19/2035 | Common Stock | 12,531 | $ 0 | 12,531 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Mattimore Karen 855 S. MINT STREET CHARLOTTE, NC 28202 |
Former SrVP & Chief HR Officer | |||
| Richard Kent for Karen Mattimore | 07/01/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Instrument converts to Common Stock, par value $1.00 per share ('Common Stock'), of Honeywell International Inc. ('Honeywell') on a one-for-one basis. |
| (2) | Performance share units ('PSUs') granted under the 2016 Stock Incentive Plan of Honeywell International Inc and its Affiliates (the 'Plan') which were later converted in connection with the spin-off of Honeywell Aerospace Inc. ('HONA') from Honeywell on June 29, 2026 into restricted stock units of Honeywell and restricted stock units of HONA and were further adjusted to reflect the reverse stock split of Honeywell, in each case in accordance with the Employee Matters Agreement, dated July 29, 2026 between Honeywell and HONA. |
| (3) | The restricted stock units will vest on February 16, 2027. |
| (4) | Instrument converts to Common Stock on a one-for-one basis. |
| (5) | PSUs granted under the Plan, which vested upon the successful completion of the spin-off of HONA from Honeywell on June 29, 2026 and were adjusted to reflect the spin-off and further adjusted to reflect the reverse stock split of Honeywell. |
| (6) | PSUs granted under the Plan, with vesting on June 29, 2027 (i.e., the first anniversary of the successful completion of the spin-off of HONA from Honeywell on June 29, 2026), which were adjusted to reflect the spin-off and further adjusted to reflect the reverse stock split of Honeywell. |
| (7) | Employee stock options granted under the Plan subject to successful completion of the spin-off to HONA from Honeywell on June 29, 2026, which are fully vested and were adjusted to reflect the spin-off and further adjusted to reflect the reverse stock split of Honeywell. |
| (8) | Employee stock options granted under the Plan subject to successful completion of the spin-off of HONA from Honeywell on June 29, 2026, which will vest on June 29, 2027 and were adjusted to reflect the spin-off and further adjusted to reflect the reverse stock split of Honeywell. |
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Remarks: As of July 1, 2026, Ms. Mattimore is no longer an 'officer' within the meaning of Rule 16a-1. |
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