Honeywell CEO exercises RSUs, covers tax with shares

Honeywell International Chief Executive Officer Vimal Kapur reported routine equity-compensation activity in company stock.

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Form Type

Rhea-AI Filing Summary

Honeywell International Chief Executive Officer Vimal Kapur reported routine equity-compensation activity in company stock. On June 1, 2026, he exercised 1,997 restricted stock units, which convert into common stock on a one‑for‑one basis under Honeywell’s 2016 Stock Incentive Plan.

To cover tax obligations, 868 shares of common stock were withheld at $234.99 per share, a non‑market “F” code tax‑withholding disposition rather than an open‑market sale. After these transactions, he held 12,318 shares of common stock directly, plus indirect holdings of common stock in a 401(k) plan and a trust.

The filing also shows 1,930 restricted stock units remaining from this award, which vest 33%, 33% and 34% on June 1, 2025, June 1, 2026 and June 1, 2027. Footnotes note adjustments tied to the Solstice Advanced Materials spin‑off and reinvestment of dividend equivalents into additional restricted stock units.

Insider Trade Summary

1,997 shares exercised/converted

Exercise 5 txns

Insider Kapur Vimal

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,997	$0.00	$0.00
Exercise	Common Stock	1,997	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	868	$234.99	$204K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 1,930 contracts (Direct); Common Stock — 12,318 shares (Direct); Common Stock — 34,774 shares (Indirect, Held in a Trust); Common Stock — 990.2784 shares (Indirect, Held in a 401k plan)

Footnotes (5)

F1. 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.
F2. Instrument converts to common stock on a one-for-one basis.
F3. Includes the reinvestment of dividend equivalents into 123 additional restricted stock units.
F4. 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 June 1, 2025, June 1, 2026 and June 1, 2027, respectively.
F5. Excludes reinvestment of dividend equivalents during the vesting period.

Key Figures

RSUs exercised: 1,997 units Shares withheld for taxes: 868 shares at $234.99 Direct shares after transactions: 12,318 shares +5 more

8 metrics

RSUs exercised 1,997 units Restricted Stock Units converted to common stock on June 1, 2026

Shares withheld for taxes 868 shares at $234.99 Tax-withholding disposition (code F) on June 1, 2026

Direct shares after transactions 12,318 shares Common stock directly held following June 1, 2026 events

Indirect 401(k) holdings 990.2784 shares Common stock held in a 401(k) plan as of June 1, 2026

Indirect trust holdings 34,774 shares Common stock held in a trust as of June 1, 2026

Remaining RSUs 1,930 units Restricted Stock Units remaining after exercise on June 1, 2026

Spin-off adjustment reference date October 30, 2025 Solstice Advanced Materials spin-off adjustment to RSUs

Dividend equivalents added 123 RSUs Reinvestment of dividend equivalents into additional restricted stock units

Key Terms

Restricted Stock Units, tax-withholding disposition, 2016 Stock Incentive Plan, dividend equivalents, +1 more

5 terms

Restricted Stock Units financial

"The Restricted Stock Units held by the Reporting Person were adjusted..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

2016 Stock Incentive Plan financial

"granted under the 2016 Stock Incentive Plan of Honeywell International Inc."

dividend equivalents financial

"Includes the reinvestment of dividend equivalents into 123 additional restricted stock units."

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

spin-off financial

"adjusted based on an applicable adjustment factor for the Solstice Advanced Materials spin-off"

A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Honeywell (HON) CEO Vimal Kapur report in this Form 4?

Vimal Kapur reported exercising 1,997 restricted stock units into Honeywell common stock. A portion of the resulting shares was withheld to cover taxes, and his remaining direct and indirect shareholdings and unvested RSUs were updated in the filing.

How many Honeywell shares were withheld for taxes in Vimal Kapur’s Form 4?

The filing shows 868 Honeywell common shares withheld at $234.99 per share. This “F” code transaction reflects shares surrendered to satisfy tax obligations, not an open-market sale, leaving Kapur with 12,318 directly held shares afterward.

How many restricted stock units does Honeywell CEO Vimal Kapur still hold?

After the June 1, 2026 transaction, Kapur holds 1,930 restricted stock units. These RSUs were granted under Honeywell’s 2016 Stock Incentive Plan and continue to vest in annual tranches through June 1, 2027, subject to the plan’s terms.

What is the vesting schedule for Vimal Kapur’s Honeywell restricted stock units?

The restricted stock units vest 33%, 33% and 34% on June 1, 2025, June 1, 2026 and June 1, 2027. This staged vesting schedule is typical for long-term incentive awards granted under Honeywell’s 2016 Stock Incentive Plan.

Did Honeywell CEO Vimal Kapur sell shares on the open market in this Form 4?

The Form 4 does not show any open-market sales. It reports an “F” code tax-withholding disposition, where 868 shares were delivered to cover tax liabilities after exercising 1,997 restricted stock units, a non-market transaction handled through the company.

How were Vimal Kapur’s Honeywell RSUs affected by the Solstice Advanced Materials spin-off?

A footnote states Kapur’s restricted stock units were adjusted using an applicable adjustment factor for the Solstice Advanced Materials spin-off on October 30, 2025. Such adjustments help preserve the economic value of awards through corporate restructuring events.

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Accepted by SEC EDGAR 06/03/2026 - 04:22 PM EDT

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^*

Kapur Vimal

(Last)

(First)

(Middle)

855 S. MINT STREET

(Street)

CHARLOTTE

NORTH CAROLINA

28202

(City)

(State)

(Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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

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

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

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	06/01/2026		M		1,997⁽¹⁾	A	⁽²⁾	13,186	D
Common Stock	06/01/2026		F		868	D	$234.99	12,318	D
Common Stock								34,774	I	Held in a Trust
Common Stock								990.2784	I	Held in a 401k 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⁾	06/01/2026		M			1,997⁽¹⁾⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	1,997⁽¹⁾⁽³⁾	$0	1,930⁽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 123 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 June 1, 2025, June 1, 2026 and June 1, 2027, respectively.

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

Remarks:

	Richard Kent for Vimal Kapur	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR