[8-K] HONEYWELL INTERNATIONAL INC Reports Material Event

Rhea-AI Filing Summary

Honeywell International Inc. completed the spin-off of its Advanced Materials business into Solstice Advanced Materials Inc. The separation became effective at 12:01 a.m. New York City time on October 30, 2025, via a pro rata distribution of Solstice shares to Honeywell stockholders.

Honeywell stockholders of record as of the close of business on October 17, 2025 received one share of Solstice common stock for every four shares of Honeywell common stock. Solstice now trades “regular way” on the Nasdaq under the symbol SOLS starting at 9:30 a.m. New York City time on the Distribution Date. Honeywell did not issue fractional shares; instead, fractional entitlements will be aggregated and sold by a distribution agent, with holders receiving cash in lieu of fractions, net of withholding taxes and brokerage commissions.

Following the spin-off, Honeywell no longer beneficially owns Solstice and will not consolidate Solstice in its financial results.

Positive

• Completed spin-off of Advanced Materials into Solstice; holders received 1 SOLS for every 4 HON and Solstice now trades on Nasdaq as SOLS.

Negative

• None.

Insights

Equity analyst — Industrials & Conglomerates

Honeywell finalized a pro rata spin-off; Solstice now trades as SOLS.

Honeywell completed the separation of its Advanced Materials business by distributing Solstice Advanced Materials shares to existing stockholders on a 1-for-4 basis as of the October 17, 2025 record date. This creates a standalone SOLS-listed entity and removes the business from Honeywell’s consolidated reporting.

The transaction was executed as a dividend-like distribution, with no fractional shares issued. Fractional entitlements will be sold, and holders receive cash in lieu, net of taxes and commissions. The change simplifies segment reporting, with Solstice results no longer included in Honeywell’s statements after the October 30, 2025 distribution.

Key mechanics are complete: trading in SOLS begins “regular way” on Nasdaq on October 30, 2025 at 9:30 a.m. Subsequent filings may detail stand-alone disclosures and historical recast impacts.

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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 – October 30, 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 8.01    Other Events

On October 30, 2025, Honeywell International Inc. (“Honeywell”) announced, among other things, the consummation of the previously announced plan to spin off its Advanced Materials business into an independent, publicly traded company (the “Spin-Off”). Immediately prior to the consummation of the Spin-Off, Solstice Advanced Materials Inc. (“Solstice Advanced Materials”) was a wholly owned subsidiary of Honeywell. Effective as of 12:01 a.m. New York City time on October 30, 2025 (the “Distribution Date”), Honeywell completed the Spin-Off through a pro rata distribution of all of the issued and outstanding shares of common stock of Solstice Advanced Materials, par value $0.01 per share (the “Solstice Common Stock”), held immediately prior to the Distribution (as defined below) to the holders of record of the issued and outstanding shares of common stock of Honeywell, par value $1.00 per share (the “Honeywell Common Stock”), on the basis of one (1) share of Solstice Common Stock for every four (4) shares of Honeywell Common Stock held by such Honeywell stockholders as of the close of business on October 17, 2025 (the “Distribution”). Solstice Advanced Materials is now an independent public company and Solstice Common Stock will commence trading “regular way” under the symbol “SOLS” on the Nasdaq Stock Market LLC (the “Nasdaq”) as of 9:30 a.m. New York City time on the Distribution Date. Honeywell did not issue fractional shares of Solstice Common Stock in connection with the Distribution. Fractional shares of Solstice Common Stock that would otherwise be allocable to Honeywell stockholders will be aggregated and sold in the open market by a distribution agent, and Honeywell stockholders will receive cash in lieu of such fractional amounts representing the pro rata portion of the aggregate cash proceeds of such sales, net of withholding taxes and brokerage commission. Following the Spin-Off, Honeywell does not beneficially own any shares of Solstice Common Stock and will no longer consolidate Solstice Advanced Materials within Honeywell’s financial results.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

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 of Honeywell International Inc., dated as of October 30, 2025
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 30, 2025

HONEYWELL INTERNATIONAL INC.

By: /s/ Su Ping Lu

Su Ping Lu

Senior Vice President, General Counsel and Corporate Secretary

FAQ

What did Honeywell (HON) announce in its 8-K?

Honeywell completed the spin-off of its Advanced Materials business into Solstice Advanced Materials Inc. via a pro rata distribution.

What is the distribution ratio for Solstice (SOLS) shares to Honeywell holders?

Stockholders received 1 share of Solstice common stock for every 4 shares of Honeywell common stock.

When did Solstice (SOLS) begin trading on Nasdaq?

Solstice commenced “regular way” trading on the Nasdaq at 9:30 a.m. New York City time on October 30, 2025 under the symbol SOLS.

Who was eligible to receive Solstice shares from Honeywell?

Holders of Honeywell common stock as of the close of business on October 17, 2025 (the record date).

How are fractional Solstice shares handled for Honeywell stockholders?

Fractional shares are not issued; entitlements are aggregated and sold, with holders receiving cash in lieu, net of withholding taxes and brokerage commissions.

Does Honeywell still own any Solstice shares after the spin-off?

No. Honeywell does not beneficially own Solstice and will no longer consolidate its results.