Honeywell (HON) legal chief logs RSU vesting and tax share disposition

Rhea-AI Filing Summary

HONEYWELL INTERNATIONAL INC senior vice president and general counsel Su Ping Lu reported equity award activity involving restricted stock units and common shares. On February 23, 2026, 1,116 restricted stock units were converted into 1,116 common shares at a stated price of $0.00 per share. To cover tax obligations related to this vesting, 336 common shares were disposed of at $244.19 per share, leaving 7,912 common shares held directly. The filing also notes an indirect holding of about 1,214.9147 common shares in a 401(k) plan and explains that the restricted stock units were granted under the 2016 Stock Incentive Plan and vested on February 23, 2026, including 69 units from dividend reinvestment and adjustments related to the Solstice Advanced Materials spin-off.

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^*

Lu Su Ping

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SrVP, General Counsel, CorpSec

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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
Common Stock	02/23/2026		M		1,116(1)	A	(2)	8,248	D
Common Stock	02/23/2026		F		336	D	$244.19	7,912	D
Common Stock								1,214.9147	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	02/23/2026		M			1,116(1)(3)	(4)	(4)	Common Stock	1,116(1)(3)	$0	0	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 69 additional restricted stock units.

4. The Restricted Stock Units were granted under the 2016 Stock Incentive Plan and vested February 23, 2026

Remarks:

	Richard Kent for Su Ping Lu	02/25/2026
	** 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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FAQ

What insider transactions did HON executive Su Ping Lu report on this Form 4?

Su Ping Lu reported conversion of 1,116 restricted stock units into 1,116 Honeywell common shares, plus a related disposition of 336 shares to satisfy tax obligations. These transactions are tied to equity compensation vesting under Honeywell’s 2016 Stock Incentive Plan on February 23, 2026.

Did HON’s Su Ping Lu sell Honeywell stock on the open market?

The filing shows a disposition of 336 Honeywell shares coded as a tax-withholding transaction, not an open-market sale. Shares were delivered to cover tax liability arising from vesting of restricted stock units, rather than representing a discretionary sale into the market.

How many Honeywell shares does Su Ping Lu hold after these transactions?

After the reported activity, Su Ping Lu directly holds 7,912 Honeywell common shares. The filing also reports an indirect holding of about 1,214.9147 common shares in a 401(k) plan, reflecting retirement-plan ownership separate from directly held stock positions.

What happened to Su Ping Lu’s restricted stock units in this Honeywell Form 4?

A block of 1,116 restricted stock units converted into 1,116 Honeywell common shares on a one-for-one basis when they vested. The filing notes these awards were granted under the 2016 Stock Incentive Plan and include 69 units from reinvested dividend equivalents.

How did the Solstice Advanced Materials spin-off affect Su Ping Lu’s Honeywell restricted stock units?

The filing states Lu’s restricted stock units were adjusted using an applicable adjustment factor related to the Solstice Advanced Materials spin-off that occurred on October 30, 2025. This adjustment modified the RSU holdings to reflect the corporate action’s impact on Honeywell equity awards.

What was the reported price for Honeywell shares used to cover taxes for Su Ping Lu?

The 336 Honeywell common shares disposed of for tax withholding were reported at a price of $244.19 per share. This tax-settlement transaction reduced Lu’s directly held shares while satisfying tax obligations arising from the vesting and conversion of restricted stock units.