Honeywell International (HON) CEO exercises RSUs, withholds shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Honeywell International president & CEO, BA Billal Hammoud reported equity award activity in company stock. On February 16, 2026, he exercised 698 Restricted Stock Units that convert to common stock on a one-for-one basis, increasing his directly held common shares and RSUs.

To cover tax obligations related to this vesting, 315 common shares were automatically withheld at $241.09 per share as a tax-withholding disposition, not an open-market sale. After these transactions, he directly owned 4,788 common shares and 1,359 RSUs, plus 415.3758 common shares held indirectly in a 401(k) plan.

Insider Trade Summary

698 shares exercised/converted

Mixed 4 txns

Insider Hammoud Billal

Role President & CEO, BA

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	698	$0.00	--
Exercise	Common Stock	698	$0.00	--
Tax Withholding	Common Stock	315	$241.09	$76K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 1,359 shares (Direct); Common Stock — 5,103 shares (Direct); Common Stock — 415.376 shares (Indirect, Held in 401(k) plan)

Footnotes (1)

The Restricted Stock Units held by the Reporting Person were adjusted based on an applicable adjustment factor for the Solstice Advanced Materials spin-off that occurred on October 30, 2025 Instrument converts to common stock on a one-for-one basis. Includes the reinvestment of dividend equivalents into 29 additional restricted stock units. The Restricted Stock Units were granted under the 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates and vest 33%, 33% and 34% on each of February 16, 2026, February 16, 2027 and February 16, 2028, respectively. Excludes reinvestment of dividend equivalents during the vesting period.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 07:08 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Hammoud Billal

(Last)

(First)

(Middle)

855 S. MINT STREET

(Street)

CHARLOTTE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO, BA

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/16/2026		M		698⁽¹⁾	A	⁽²⁾	5,103	D
Common Stock	02/16/2026		F		315	D	$241.09	4,788	D
Common Stock								415.3758	I	Held in 401(k) plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	02/16/2026		M			698⁽¹⁾⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	698⁽¹⁾⁽³⁾	$0	1,359⁽⁵⁾	D

Explanation of Responses:

1. The Restricted Stock Units held by the Reporting Person were adjusted based on an applicable adjustment factor for the Solstice Advanced Materials spin-off that occurred on October 30, 2025

2. Instrument converts to common stock on a one-for-one basis.

3. Includes the reinvestment of dividend equivalents into 29 additional restricted stock units.

4. The Restricted Stock Units were granted under the 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates and vest 33%, 33% and 34% on each of February 16, 2026, February 16, 2027 and February 16, 2028, respectively.

5. Excludes reinvestment of dividend equivalents during the vesting period.

Remarks:

	Richard Kent for Billal Hammoud	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Honeywell (HON) CEO Billal Hammoud report?

Billal Hammoud reported exercising 698 Restricted Stock Units into Honeywell common stock and an automatic withholding of 315 shares to cover taxes. These movements reflect routine equity compensation activity rather than open-market buying or selling of Honeywell shares.

How many Honeywell (HON) shares does Billal Hammoud own after this Form 4?

After the reported transactions, Billal Hammoud directly held 4,788 shares of Honeywell common stock and 1,359 Restricted Stock Units. He also had 415.3758 additional Honeywell common shares held indirectly through a 401(k) plan, according to the ownership figures disclosed.

Was the Honeywell (HON) CEO’s Form 4 a sale of shares on the market?

The filing shows no open-market sale. Instead, 315 Honeywell common shares were withheld at $241.09 per share to satisfy tax liabilities from vested Restricted Stock Units, a standard tax-withholding disposition rather than a discretionary sale into the market.

What are the vesting terms for Billal Hammoud’s Honeywell Restricted Stock Units?

The Restricted Stock Units were granted under Honeywell’s 2016 Stock Incentive Plan and vest 33%, 33% and 34% on February 16, 2026, February 16, 2027 and February 16, 2028. The award excludes future reinvestment of dividend equivalents during the vesting period.

How were Honeywell (HON) RSUs adjusted for the Solstice Advanced Materials spin-off?

The filing notes that the Restricted Stock Units held by Billal Hammoud were adjusted using an applicable adjustment factor following the Solstice Advanced Materials spin-off on October 30, 2025. This adjustment maintained economic alignment after the separation transaction.

Do Billal Hammoud’s Honeywell RSUs include dividend equivalents?

The disclosure states that his Restricted Stock Units include reinvestment of dividend equivalents into 29 additional RSUs. However, it also clarifies that the reported figures exclude any further reinvestment of dividend equivalents that may occur during the remaining vesting period.