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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 – September 29, 2025
(Date of earliest event reported)
HONEYWELL INTERNATIONAL INC.
(Exact name of Registrant as specified in its Charter)
| | | | | | | | |
| Delaware | 1-8974 | 22-2640650 |
(State or other jurisdiction of
incorporation) | (Commission File Number) | (I.R.S. Employer Identification
Number) |
855 S. MINT STREET, CHARLOTTE, NC..................................................28202
......(Address of principal executive offices).................................................(Zip Code)
Registrant’s telephone number, including area code: (704) 627-6200
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(s) | | Name of each exchange on which registered |
| Common Stock, par value $1 per share | | HON | | The Nasdaq Stock Market LLC |
| 3.500% Senior Notes due 2027 | | HON 27 | | The Nasdaq Stock Market LLC |
| 2.250% Senior Notes due 2028 | | HON 28A | | The Nasdaq Stock Market LLC |
| 3.375% Senior Notes due 2030 | | HON 30 | | The Nasdaq Stock Market LLC |
| 0.750% Senior Notes due 2032 | | HON 32 | | The Nasdaq Stock Market LLC |
| 3.750% Senior Notes due 2032 | | HON 32A | | The Nasdaq Stock Market LLC |
| 4.125% Senior Notes due 2034 | | HON 34 | | The Nasdaq Stock Market LLC |
| 3.750% Senior Notes due 2036 | | HON 36 | | The Nasdaq Stock Market LLC |
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. ☐
Item 7.01 Regulation FD Disclosure
On September 29, 2025, Honeywell International Inc., a Delaware corporation (“Honeywell”), permanently divested certain of its legacy asbestos liabilities by selling Sterling Wander LLLP (“Sterling Wander”), a Delaware limited liability limited partnership and an indirect subsidiary of Honeywell that, together with Sterling Wander’s wholly owned subsidiaries, holds these liabilities and the related insurance assets (the “Divestiture”). The Divestiture was made to Delticus, a leading, institutionally capitalized corporate liability acquisition platform that specializes in acquiring and managing long tail legacy corporate liabilities.
At closing, Sterling Wander was capitalized with the related insurance assets and a total of approximately $1.68 billion in cash. In connection with the Divestiture, Sterling Wander, the board of directors of Honeywell and the governing bodies of certain of Honeywell’s subsidiaries received a solvency opinion from an independent advisory firm that formed the basis (along with other inputs) for its determination that Sterling Wander, together with its subsidiaries, was solvent and adequately capitalized as of the date of, and after giving effect to the consummation of, the Divestiture.
As a result of the Divestiture, the divested asbestos liabilities and related insurance assets will be removed from Honeywell’s consolidated balance sheet. Delticus has assumed management of Sterling Wander and its subsidiaries, including the management of their claims and insurance policy reimbursements.
On October 1, 2025, Honeywell issued a press release announcing the Divestiture, a copy of which is furnished as Exhibit 99.1 hereto.
The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Cautionary Statement About Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are forward-looking statements within the meaning of Section 21E of the Exchange Act. We describe many of the trends and other factors that drive our business and future results in this Current Report on Form 8-K. Such discussions contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), including statements related to the proposed spin-off of the Company's Advanced Materials business into Solstice Advanced Materials, a standalone, publicly traded company, the proposed separation of Automation and Aerospace Technologies, and the evaluation of strategic alternatives for the Productivity Solutions and Services and Warehouse and Workflow Solutions businesses. Forward-looking statements are those that address activities, events, or developments that we or our management intend, expect, project, believe, or anticipate will or may occur in the future. They are based on management's assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments, and other relevant factors, many of which are difficult to predict and outside of our control, including Honeywell's current expectations, estimates, and projections regarding the proposed spin-off of the Company's Advanced Materials business into Solstice Advanced Materials, a standalone, publicly traded company, the proposed separation of Automation and Aerospace Technologies, and the evaluation of strategic alternatives for the Productivity Solutions and Services and Warehouse and Workflow Solutions businesses. They are not guarantees of future performance, and actual results, developments, and business decisions may differ significantly from those envisaged by our forward-looking statements, including the consummation of the spin-off of the Advanced Materials business into Solstice Advanced Materials, the proposed separation of Automation and Aerospace Technologies, and the evaluation of strategic alternatives for the Productivity Solutions and Services and Warehouse and Workflow Solutions businesses, and the anticipated benefits of each. We do not undertake to update or revise any of our forward-looking statements, except as required by applicable securities law. Our forward-looking statements are also subject to material risks and uncertainties, including ongoing macroeconomic and geopolitical risks, such as changes in or application of trade and tax laws and policies, including the impacts of tariffs and other trade barriers and restrictions, lower GDP growth or recession in the U.S. or globally, supply chain disruptions, capital markets volatility, inflation, and certain regional conflicts, which can affect our performance in both the near- and long-term. In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this Current Report on Form 8-K can or will be achieved. These forward-looking statements should be considered in light of the information included in this Current Report on Form 8-K, our Form 10-K, and our other filings with the Securities and Exchange Commission. Any forward-looking plans described herein are not final and may be modified or abandoned at any time.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed as part of this report:
| | | | | | | | |
Exhibit # | | Description |
| 99.1 | | Press release dated October 1, 2025, issued by Honeywell International Inc. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | | | | |
| Date: | October 1, 2025 | | HONEYWELL INTERNATIONAL INC. | |
| | | | | |
| | | By: /s/ Su Ping Lu |
| | | Su Ping Lu |
| | | Senior Vice President, General Counsel and Corporate Secretary |
| | | | | |
