Honeywell Technologies Cdr 8-K Filings

Honeywell Technologies, following the separation of Honeywell Aerospace, reported second-quarter 2026 consolidated sales of $9,719 million, up 4%, with segment margin of 23.1%. GAAP EPS rose to $17.83, driven by a $6,629 million gain on deconsolidation of Quantinuum; consolidated adjusted EPS was $4.52, down 4% year over year.

On a Honeywell Technologies basis (excluding Aerospace), sales were $5,187 million, up 3% with 4% organic growth, and segment margin expanded to 19.0%. Adjusted EPS increased 10% to $1.95, while free cash flow climbed to $456 million from $114 million as operating cash flow from continuing operations rose to $563 million.

For full-year 2026, Honeywell Technologies now expects sales of $19.8–$20.0 billion, organic sales growth of 3%–4%, segment margin of 20.1%–20.5% with 250–290 basis points of expansion, and adjusted EPS of $8.05–$8.35, implying 25%–29% adjusted earnings growth. Guidance incorporates the Johnson Matthey Catalyst Technologies acquisition and planned divestitures of Productivity Solutions and Services and Warehouse and Workflow Solutions.

Honeywell Technologies has completed the spin-off of its Aerospace Technologies business into independent public company Honeywell Aerospace, distributing one share of HONA for every two shares of HON held as of June 15, 2026. Honeywell now operates as a pure-play automation company focused on building, industrial and process sectors.

The company also implemented a 1‑for‑2 reverse stock split, reducing issued and outstanding shares from about 634 million to approximately 317 million and cutting authorized common shares from 2 billion to 1 billion. Aerospace and the earlier Solstice Advanced Materials spin-off are reported as discontinued operations, with extensive recast segment data, non‑GAAP metrics and pro forma financials provided to show Honeywell’s ongoing results without these businesses.

Honeywell International Inc. is moving ahead with the planned separation of its Aerospace Technologies business into a new, publicly traded company called Honeywell Aerospace. The Board of Directors has approved the spin-off and declared a pro rata distribution of all Honeywell Aerospace shares to Honeywell shareowners of record as of June 15, 2026, at a rate of one Honeywell Aerospace share for every two Honeywell common shares. The distribution is expected to occur at 12:01 a.m. New York City time on June 29, 2026, subject to conditions in the Separation and Distribution Agreement. After the spin, Honeywell will operate as Honeywell Technologies and complete a 1-for-2 reverse stock split of its common stock, contingent on the spin-off.

Several current Honeywell directors will resign from the Board immediately prior to the spin-off to join the new Honeywell Aerospace board, while one director has resigned immediately due to other professional commitments. Honeywell Aerospace stock is expected to trade on Nasdaq as HONAV on a when-issued basis around June 15, 2026 and as HONA on a regular-way basis starting June 29, 2026, while Honeywell Technologies will continue under the HON ticker.

Honeywell International Inc. is moving ahead with the spin-off of its Aerospace Technologies business and a 1-for-2 reverse stock split of its common stock. The board set a record date of June 15, 2026, after which eligible shareowners will receive one share of Honeywell Aerospace common stock for every two shares of Honeywell common stock they hold.

The distribution is expected to occur at 12:01 a.m. on June 29, 2026, with Honeywell Aerospace trading on Nasdaq under the ticker “HONA.” Immediately after, at 12:02 a.m. on June 29, 2026, Honeywell plans to effect the reverse stock split, reducing issued and outstanding shares from approximately 634 million to approximately 317 million and cutting authorized shares from 2 billion to 1 billion, without changing par value.

Honeywell International Inc. has appointed Jillian (Jill) Evanko, Chief Executive Officer of Duravant LLC, as an Independent Director and member of the Audit Committee, effective June 1, 2026. She brings more than 25 years of industrial and manufacturing experience, including prior roles as President, CEO and CFO of Chart Industries.

Evanko will stand for election at Honeywell’s 2027 Annual Meeting of Shareowners and will receive standard non-employee director compensation. Honeywell also notes that, following the expected spin-off of its Aerospace business on June 29, 2026, Evanko is anticipated to continue on the Honeywell board alongside the company’s current directors.

Honeywell International Inc. held its Annual Meeting of Shareowners on May 22, 2026 and reported the voting results. Shareowners elected 12 directors, each receiving over 442 million votes in favor, with opposition ranging up to about 35 million votes and substantial broker non-votes recorded.

Several other proposals were also considered. One proposal received 445,365,387 votes for and 31,184,267 against, while another drew 539,328,514 votes for and 5,581,867 against. A separate proposal was not approved, receiving 152,897,633 votes for and 323,102,671 votes against, plus broker non-votes.

Honeywell International Inc. is updating how it reports its business segments and has recast prior-period disclosures to match a new structure: Aerospace Technologies, Building Automation, Process Automation and Technology, and Industrial Automation. The change is retrospective only and does not alter historical consolidated results.

For 2025, Honeywell reports 8% sales growth to $37.4 billion, driven by strength in Aerospace Technologies and Building Automation, and a year-end backlog of $37.5 billion. The company completed the spin-off of its Advanced Materials business, acquired Sundyne, and is progressing toward a planned separation of Honeywell and Honeywell Aerospace into two independent public companies in 2026.

Honeywell International reported first-quarter 2026 sales of $9.1 billion, up 2% year over year, with organic growth also 2%. Orders rose 7%, lifting backlog to $38.3 billion. Operating margin was 16.1%, while segment margin expanded to 23.3%.

GAAP earnings per share were $1.29, down 35% due to debt restructuring, asset impairments, repositioning, and separation-related costs. Adjusted EPS rose 11% to $2.45, helped by 6% segment profit growth to $2.1 billion and a lower share count.

Operating cash flow from continuing operations was −$650 million, and free cash flow was $56 million, both down versus last year, reflecting spin-off and litigation settlement payments. Honeywell agreed to sell its Warehouse and Workflow Solutions business to American Industrial Partners and previously agreed to sell Productivity Solutions and Services, with both deals expected to close in the second half of 2026.

The company reaffirmed its 2026 outlook for sales of $38.8–$39.8 billion, organic growth of 3–6%, and adjusted EPS of $10.35–$10.65, and now expects operating cash flow of $4.4–$4.7 billion. Honeywell also updated the planned spin-off of Honeywell Aerospace, targeting completion on June 29, 2026, subject to board approval and customary conditions.

Honeywell International Inc. announced early participation results and final pricing for large cash tender offers to repurchase its U.S. dollar and euro senior notes. The Dollar Total Maximum Amount was increased from $3,750,000,000 to $4,670,000,000, with $7,212,777,000 of dollar notes tendered and $4,638,307,000 accepted for purchase as of the Early Participation Date. Euro notes totaling €2,604,051,000 were tendered against €4,900,000,000 outstanding, with Honeywell setting a Euro Total Maximum Amount of about €2,491,177,677.11 and accepting €2,467,033,000. Honeywell expects to settle accepted tenders on March 24, 2026, and will not accept further tenders because the maximum dollar and euro purchase amounts have been reached. Following settlement of the tendered debt, the special mandatory redemption obligation on an aggregate $10,000,000,000 of Honeywell Aerospace Inc. notes due 2028–2036 will cease to apply.

Honeywell International Inc. is reshaping its debt and preparing for the planned spin-off of Honeywell Aerospace Inc. Aerospace completed a private Notes Offering totaling $16,000,000,000 in senior notes, with staggered maturities from 2028 to 2066 and a mix of fixed and floating interest rates.

A portion of the New Money Notes proceeds was distributed in cash to Honeywell to support tender offers and redemptions of Honeywell debt and related fees. Honeywell also issued a notice to redeem all €750,000,000 of its 2.250% Senior Notes due 2028 on April 10, 2026, and determined that the aerospace cash distribution and Exchange Notes satisfy key financing and redemption conditions.

Separately, Honeywell repaid and terminated its $1.0 billion fixed rate term loan dated August 12, 2024, and satisfied and discharged all obligations under its 2026 Term Loan Credit Agreement by exchanging Exchange Notes and paying accrued interest and commissions, further aligning its capital structure with the upcoming spin-off.

Honeywell International is reshaping its capital structure ahead of the planned spin-off of Honeywell Aerospace Inc. Aerospace has launched a private offering of up to $16 billion in senior unsecured notes, alongside new five-year and 364‑day revolving credit facilities totaling $4 billion.

Honeywell began cash tender offers to repurchase up to $3.75 billion of dollar debt and €1.25 billion of euro debt and announced redemptions covering about $3.9 billion and €1.4 billion of notes. It also arranged a $6 billion term loan due March 31, 2026 and new $3 billion and $4 billion revolving credit agreements, replacing prior bank facilities while maintaining dividend flexibility and avoiding financial covenants.

Honeywell International filed a Form 10 registration statement for the planned spin-off of its Aerospace business into an independent, publicly traded company, Honeywell Aerospace, expected to list on Nasdaq under the ticker “HONA” in the third quarter of 2026.

The Form 10 highlights that Honeywell Aerospace generated 2025 net sales of $17.4 billion, pro forma net income of $1.5 billion, and pro forma Adjusted EBIT of $4.3 billion. The business will operate through three segments: Electronic Solutions with $6.8 billion of 2025 net sales, Engines & Power Systems with $5.4 billion, and Control Systems with $5.2 billion.

Management emphasizes Honeywell Aerospace’s focus on electrification, autonomy, and safety across commercial air transport, business aviation, and defense and space, supported by a “develop once, deploy everywhere” innovation strategy. An Investor Day is scheduled for June 3, 2026, in Phoenix, where leadership plans to present its strategy, growth outlook, and financial model.

Honeywell International filed its 2025 Form 10-K and disclosed additional impairment charges tied to the planned sale of its Productivity Solutions and Services and Warehouse and Workflow Solutions businesses. These units were previously classified as assets held for sale as part of a portfolio optimization strategy.

The extra charges include an incremental goodwill impairment of $436 million in the Industrial Automation segment and a $35 million impairment on assets held for sale, partly offset by a $61 million tax benefit. As a result, full-year 2025 reported earnings per share from continuing operations were revised to $6.94.

Reported net income from continuing operations was revised to $4,468 million, operating income to $5,573 million, and operating margin to 14.9%. Honeywell stated that these non-cash adjustments do not change its previously announced adjusted 2025 results or its 2026 guidance, which it reaffirmed while continuing to target a sale of the PSS and WWS businesses in the first half of 2026.

Honeywell International Inc. furnished an earnings press release announcing its fourth quarter and full year 2025 results and outlined a major realignment of its reporting structure beginning in the first quarter of 2026.

The company will create a new reportable segment, Process Automation and Technology, combining the core process solutions of Honeywell Process Solutions and UOP. Energy and Sustainability Solutions will no longer be reported as a separate segment, following the earlier spin-off of the Advanced Materials business on October 30, 2025. Industrial Automation will be reconfigured to include smart energy, thermal solutions, process measurement and control, Sensing and Safety Technologies, Warehouse and Workflow Solutions, and Productivity Solutions and Services.

After the change, Honeywell’s four reportable segments will be Aerospace Technologies, Building Automation, Process Automation and Technology, and Industrial Automation, with other operations remaining in Corporate and All Other. From 2026 onward, revenue in several segments will also be disaggregated by Products, Projects, Solutions, and Aftermarket. Honeywell states that this realignment will not affect its historical consolidated financial position, results of operations, or cash flows and has provided unaudited supplemental segment information recast under the new structure as Exhibit 99.2, along with the earnings press release as Exhibit 99.1.

Honeywell International Inc. (HON) announced leadership selections tied to its planned spin-off of the company’s global aerospace business into an independent, publicly traded company, “Honeywell Aerospace.” James E. Currier, 59, who leads the Aerospace Technologies segment, was selected to become President and Chief Executive Officer of Honeywell Aerospace. Craig Arnold, 65, retired Chairman and CEO of Eaton Corporation, was selected to serve as non-executive Chairman of the new company’s board following the spin-off.

Effective immediately, Mr. Arnold has been appointed to Honeywell’s Board of Directors and will stand for election at the Company’s 2026 Annual Meeting of Shareowners. He will receive compensation as a non-employee director under the Company’s existing director compensation practices. The Company furnished a press release as Exhibit 99.1 under Item 7.01.

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.

Honeywell International Inc. furnished an 8‑K to announce its third quarter 2025 earnings. The company reported that it issued a Q3 2025 earnings press release on October 23, 2025, which is included as Exhibit 99.

The company states the information furnished under Item 2.02, including Exhibit 99, is not deemed “filed” for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings. The filing also includes Exhibit 104 for the cover page Inline XBRL.

Honeywell International Inc. disclosed an organizational realignment that is expected to be effective in the first quarter of 2026. The company will form a new reportable segment, Process Automation and Technology, combining UOP from Energy and Sustainability Solutions with the core portion of Process Solutions from Industrial Automation.

After the change, Honeywell’s reportable segments will be Aerospace Technologies, Building Automation, Process Automation and Technology, and Industrial Automation. The updated Industrial Automation segment will include smart energy, thermal solutions, process measurement and control, Sensing and Safety Technologies, Warehouse and Workflow Solutions, and Productivity Solutions and Services. Leadership following the spin-off of the Aerospace Technologies business remains defined, with division CEOs reporting to Vimal Kapur, who will continue as Chairman and CEO.

The company stated the realignment has no impact on historical consolidated financial position, results of operations, or cash flows. Honeywell will report under the new structure beginning with first quarter 2026 results and plans to provide recast historical segment information for comparability.

Honeywell International Inc. (HON) approved the spin-off of its Advanced Materials business into Solstice Advanced Materials Inc. and set the distribution terms. The Board declared a pro rata distribution of all Solstice common stock to Honeywell stockholders of record as of the close of business on October 17, 2025. The distribution will occur at 12:01 a.m. (New York City time) on October 30, 2025.

Holders of Honeywell common stock will receive one share of Solstice common stock for every four shares of Honeywell common stock they own on the record date; cash will be paid in lieu of fractional shares. Completion of the distribution is conditioned upon satisfaction or waiver of conditions outlined in the Separation and Distribution Agreement referenced in Solstice’s Form 10, which was declared effective on September 30, 2025.

Separately, Ms. Rose Lee notified the Board that she will resign from Honeywell’s Board immediately prior to and conditioned upon the consummation of the spin-off. Her decision is not due to any disagreement and aligns with her planned service on Solstice’s Board.

Honeywell sold Sterling Wander, the entity holding certain legacy asbestos liabilities, to Delticus in a transaction that moved those liabilities and related insurance assets off Honeywell's consolidated balance sheet. At closing, Sterling Wander was capitalized with the insurance assets and approximately $1.68 billion in cash, and Delticus assumed management of claims and insurance policy reimbursements.

A solvency opinion from an independent advisory firm supported the determination that Sterling Wander and its subsidiaries were solvent and adequately capitalized as of and after the Divestiture. Honeywell furnished a press release announcing the transaction as an exhibit to its report. The filing also includes standard forward-looking statement disclosures and notes material risks and uncertainties related to future strategic actions.

Honeywell announced key steps for the separation of its Advanced Materials business into a new public company, Solstice Advanced Materials Inc. The company set a record date of October 17, 2025 for a pro rata distribution expected to be effective at 12:01 a.m. on October 30, 2025, with eligible Honeywell holders to receive one share of Solstice for every four Honeywell shares held on the record date. The Form 10 for Solstice was declared effective by the SEC on September 30, 2025.

Solstice issued $1.0 billion of 5.625% Senior Notes due 2033 on September 30, 2025. The notes were sold under Rule 144A and Regulation S, will pay interest semiannually on March 31 and September 30 beginning March 31, 2026, and proceeds will be held in escrow until spin-off conditions are satisfied. If conditions are not met by March 31, 2026, the notes will be redeemed at 100% of principal plus accrued interest. The indenture contains customary covenants limiting additional debt, dividends, asset sales, liens, and certain transactions with affiliates.

Honeywell named Peter Lau as President and CEO of its Industrial Automation segment, effective October 15, 2025. Mr. Lau, age 46, will report to Chairman and CEO Vimal Kapur. The current IA leader, Lucian Boldea, age 54, will depart the company on August 31, 2025. Mr. Lau served as President and CEO of FARO Technologies from July 2023 until October 2025 and previously led Honeywell's Security, Fire and Electrical Products businesses from January 2018 to August 2020. He has also held senior roles at Hubbell, General Electric and Catalyst Nutraceuticals and holds a B.S. in Business Administration from Northeastern University.

Honeywell International announced on August 21, 2025 that Solstice Advanced Materials, LLC, a wholly owned Honeywell subsidiary, filed a Form 10 with the SEC to convert into a Delaware corporation and be renamed Solstice Advanced Materials Inc. The Form 10 filing was made in connection with the anticipated spin-off of Honeywell's Advanced Materials business into an independent, publicly traded company. Honeywell furnished press releases as Exhibits 99.1 and 99.2: one announcing the Form 10 filing and the other disclosing the anticipated post-spin-off board composition for Solstice. The report states the furnished information is not "filed" under the Exchange Act and is not incorporated by reference into other filings unless expressly stated.

Honeywell (HON) has signed an agreement to terminate its 2018 Indemnification and Reimbursement Agreement with Resideo. In exchange for cancelling all future variable payments (capped at $140 M per year through 2043), Resideo Intermediate Holding (RIH) will make a one-time cash payment of $1.59 B to Honeywell at closing, expected no later than 29 Aug 2025 (extension to 30 Oct 2025 at Honeywell’s option). A scheduled $35 M quarterly payment was already received on 29 Jul 2025.

From signing to closing, scheduled indemnity payments are suspended and, if closing occurs, permanently forgiven. If the deal fails to close and Honeywell terminates after 29 Aug 2025 (or Resideo after 30 Oct 2025), Resideo must pay a $100 M liquidated-damage fee and the original indemnity agreement remains in force with accrued interest (5% p.a.). Resideo and RIH represent that committed financing, plus cash on hand, will cover the payment; their obligations are not conditioned on funding.

Separately, Honeywell’s Board amended and restated the company By-laws on 25 Jul 2025, adding Article V, Section 17 to designate a Senior Management Official for U.S. National Industrial Security Program compliance.

Honeywell International Inc. (HON) filed a Form 8-K on 23 June 2025 to disclose completion of a complex, multi-step Liability Management Reorganization.

The sequence encompassed two statutory mergers, a conversion of entities and a Delaware law “division,” ultimately allocating specific liabilities to newly created, wholly owned entities while restoring Honeywell International Inc. as the publicly listed parent.

• First Merger: Hyperion Merger Sub 1 merged into the Company; shareholders automatically exchanged each HON share for one share of newly converted “Holdco.” Holdco then owned 100% of HON.
• Division: HON converted to a limited liability limited partnership and was divided into four entities. Separate subsidiaries assumed (i) asbestos-related assets & liabilities, (ii) environmental liabilities for certain sites and (iii) environmental + other liabilities for additional sites. All remaining assets/liabilities stayed with HON.
• Second Merger: Hyperion Merger Sub 2 merged into Holdco. The structure reversed so that Holdco became a wholly owned subsidiary of HON, and HON again became the public parent.

Key outcomes for investors:

• No change in the number of shares held, voting rights, or dividend entitlements.
• All existing equity awards (options, RSUs, PSUs, DSUs) were converted on a one-for-one basis with identical terms.
• The board of directors and executive officers remain unchanged.
• The common stock continues to trade on Nasdaq under ticker “HON.”
• Amended & Restated Certificate of Incorporation and Bylaws are largely identical to previous versions, with only date and ministerial updates.

Exhibits filed: updated charter documents (Exhibits 3.1 & 3.2), full merger agreement & amendment (Exhibits 99.1 & 99.2) and XBRL cover page (Exhibit 104).

The filing emphasizes that the reorganization was approved by shareholders at the 20 May 2025 annual meeting and that the information provided under Item 7.01 is furnished, not filed, for Exchange Act purposes.