Honeywell International (NASDAQ: HON) director updates phantom pay

Rhea-AI Filing Summary

Honeywell International director Grace Lieblein reported routine changes in her deferred compensation balance tied to company stock. On January 2, 2026, she acquired 306.3081 Deferred Compensation (Phantom Shares), calculated using a Honeywell common stock price of $195.88 per share under the non-employee director deferred compensation plan, increasing her phantom share balance to 8,397.0995. The same day, 82.15 phantom shares were settled in cash pursuant to elections she made in December 2015, reducing her remaining deferred balance to 8,314.9495. These phantom shares track the value of Honeywell common stock but are settled only in cash, not in actual shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lieblein Grace

(Last) (First) (Middle)

855 S. MINT STREET

(Street)

CHARLOTTE NC 28202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HONEYWELL INTERNATIONAL INC [ HON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Compensation (Phantom Shares)	(1)	01/02/2026		A		306.3081		(2)	(2)	Common Stock	306.3081	$195.88	8,397.0995	D
Deferred Compensation (Phantom Shares)	(1)	01/02/2026		S			82.15	(2)	(2)	Common Stock	82.15	(3)	8,314.9495	D

Explanation of Responses:

1. Deferred Compensation (Phantom Shares) are allocated based on the price of Common Stock on the contribution date by dividing the dollar amount of the contribution by the price per share of Common Stock. Common Stock prices are based on the mean of the highest and lowest sales price on the last trading day before the contribution or settlement. Phantom Shares are settled in cash based on the price of Common Stock at settlement.

2. Phantom shares are accrued under the Deferred Compensation Plan for Non-Employee Directors and will be settled in cash based on elections by the Reporting Person as permitted under the Plan.

3. Settlement occurred pursuant to elections made by the Reporting Person in December 2015; the shares settled on January 2, 2026 at 195.88 per share.

Remarks:

	Richard Kent for Grace Lieblein	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider activity did HON director Grace Lieblein report?

Director Grace Lieblein reported routine changes in Deferred Compensation (Phantom Shares) on January 2, 2026, including an accrual and a cash settlement tied to Honeywell common stock.

How many phantom shares did Grace Lieblein acquire in this HON Form 4?

She acquired 306.3081 Deferred Compensation (Phantom Shares), based on a Honeywell common stock price of $195.88 per share used for the contribution calculation.

How many phantom shares were settled for Grace Lieblein and at what price?

A total of 82.15 phantom shares were settled in cash on January 2, 2026, with the settlement price noted as $195.88 per share pursuant to her prior elections.

What is Grace Lieblein’s remaining phantom share balance after these HON transactions?

After the reported acquisition and cash settlement, her remaining balance of Deferred Compensation (Phantom Shares) is 8,314.9495, held directly.

Are Grace Lieblein’s phantom shares in HON actual common stock?

No. The Deferred Compensation (Phantom Shares) are bookkeeping units under Honeywell’s Deferred Compensation Plan for Non-Employee Directors and are settled in cash based on Honeywell common stock prices.

How are Honeywell phantom shares calculated for non-employee directors?

According to the plan, phantom shares are allocated by dividing the dollar amount of the contribution by the mean of the highest and lowest Honeywell common stock sales price on the last trading day before the contribution or settlement.