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Honeywell (HON) former HR chief receives stock options and RSU awards

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HONEYWELL INTERNATIONAL INC reported compensation-related equity awards for former SrVP & Chief HR Officer Karen Mattimore. On June 29, 2026, she acquired employee stock options for 12,531 shares of common stock at an exercise price of $200.61 per share, expiring on February 19, 2035. She also received several grants of restricted stock units and performance share units that convert into Honeywell common stock on a one-for-one basis. Certain units vested upon the successful completion of the spin-off of Honeywell Aerospace Inc. (HONA) on June 29, 2026, while others are scheduled to vest on February 16, 2027 and June 29, 2027. These are equity awards and do not reflect any open-market buying or selling.

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Insider Mattimore Karen
Role Former SrVP & Chief HR Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units 2,704 $0.00 --
Grant/Award Restricted Stock Units 1,746 $0.00 --
Grant/Award Restricted Stock Units 1,745 $0.00 --
Grant/Award Employee Stock Options (right to buy) 12,531 $0.00 --
Grant/Award Employee Stock Options (right to buy) 12,531 $0.00 --
Holdings After Transaction: Restricted Stock Units — 2,704 shares (Direct); Employee Stock Options (right to buy) — 12,531 shares (Direct)
Footnotes (1)
  1. Instrument converts to Common Stock, par value $1.00 per share ('Common Stock'), of Honeywell International Inc. ('Honeywell') on a one-for-one basis. Performance share units ('PSUs') granted under the 2016 Stock Incentive Plan of Honeywell International Inc and its Affiliates (the 'Plan') which were later converted in connection with the spin-off of Honeywell Aerospace Inc. ('HONA') from Honeywell on June 29, 2026 into restricted stock units of Honeywell and restricted stock units of HONA and were further adjusted to reflect the reverse stock split of Honeywell, in each case in accordance with the Employee Matters Agreement, dated July 29, 2026 between Honeywell and HONA. The restricted stock units will vest on February 16, 2027. Instrument converts to Common Stock on a one-for-one basis. PSUs granted under the Plan, which vested upon the successful completion of the spin-off of HONA from Honeywell on June 29, 2026 and were adjusted to reflect the spin-off and further adjusted to reflect the reverse stock split of Honeywell. PSUs granted under the Plan, with vesting on June 29, 2027 (i.e., the first anniversary of the successful completion of the spin-off of HONA from Honeywell on June 29, 2026), which were adjusted to reflect the spin-off and further adjusted to reflect the reverse stock split of Honeywell. Employee stock options granted under the Plan subject to successful completion of the spin-off to HONA from Honeywell on June 29, 2026, which are fully vested and were adjusted to reflect the spin-off and further adjusted to reflect the reverse stock split of Honeywell. Employee stock options granted under the Plan subject to successful completion of the spin-off of HONA from Honeywell on June 29, 2026, which will vest on June 29, 2027 and were adjusted to reflect the spin-off and further adjusted to reflect the reverse stock split of Honeywell.
Employee stock options granted 12,531 options Granted June 29, 2026 to buy Honeywell common stock
Option exercise price $200.61/share Exercise price for 12,531 employee stock options
Option expiration February 19, 2035 Expiration date of employee stock options
RSUs grant 1 1,745 units Restricted stock units converting one-for-one into common stock
RSUs grant 2 1,746 units Additional restricted stock units converting one-for-one into common stock
RSUs grant 3 2,704 units Restricted stock units adjusted for HONA spin-off and reverse split
HONA spin-off date June 29, 2026 Spin-off of Honeywell Aerospace Inc. triggering PSU adjustments
Key vesting dates Feb 16, 2027 & Jun 29, 2027 Scheduled vesting for certain restricted and performance units
Restricted Stock Units financial
"The restricted stock units will vest on February 16, 2027."
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.
Performance share units ('PSUs') financial
"Performance share units ('PSUs') granted under the 2016 Stock Incentive Plan"
reverse stock split financial
"were further adjusted to reflect the reverse stock split of Honeywell"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
spin-off financial
"in connection with the spin-off of Honeywell Aerospace Inc. ('HONA')"
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.
Employee stock options financial
"Employee stock options granted under the Plan subject to successful completion"
Employee stock options are contracts that give workers the right to buy a company's shares at a set price sometime in the future, like a coupon that lets you purchase stock at today’s price later on. Investors care because they align employees’ incentives with company performance and create a potential future claim on shares that can reduce existing owners’ percentage and add to a company’s reported compensation costs.
Stock Incentive Plan financial
"granted under the 2016 Stock Incentive Plan of Honeywell International Inc"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

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FAQ

What insider transactions did HON executive Karen Mattimore report in this Form 4?

Karen Mattimore reported equity awards, not open-market trades. She received employee stock options for 12,531 shares at $200.61 per share and multiple restricted stock unit and performance share unit grants that convert one-for-one into Honeywell common stock.

Were there any open-market buys or sells of HON stock in this filing?

No open-market buys or sells were reported. All transactions are coded as awards or other acquisitions, covering stock options and restricted stock or performance share units granted as compensation rather than discretionary market purchases or sales.

What are the key terms of Karen Mattimore’s Honeywell stock options?

She received 12,531 employee stock options with an exercise price of $200.61 per share. These options relate to Honeywell common stock and have an expiration date of February 19, 2035, providing a long-dated incentive aligned with the company’s equity.

How do the restricted stock units and PSUs in this HON Form 4 convert?

Both restricted stock units and performance share units convert into Honeywell common stock on a one-for-one basis. They were granted under the company’s 2016 Stock Incentive Plan and adjusted in connection with the HONA spin-off and a Honeywell reverse stock split.

What vesting dates are disclosed for the HON restricted stock and performance units?

Certain performance share units vested upon completion of the HONA spin-off on June 29, 2026. Other restricted stock units are scheduled to vest on February 16, 2027 and June 29, 2027, creating staggered future delivery of Honeywell shares to the executive.

How did the HONA spin-off affect these HON equity awards?

The performance share units were converted into restricted stock units of Honeywell and HONA upon the HONA spin-off on June 29, 2026. They were further adjusted to reflect the spin-off terms and a Honeywell reverse stock split, preserving economic value post-transaction.
SEC Form 4
FORM 4UNITED 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
X
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*
Mattimore Karen

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Former SrVP & Chief HR Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)06/29/2026A(2)2,704 (3) (3)Common Stock2,704$02,704D
Restricted Stock Units(4)06/29/2026A(5)1,746 (5) (5)Common Stock1,746$01,746D
Restricted Stock Units(4)06/29/2026A(6)1,745 (6) (6)Common Stock1,745$01,745D
Employee Stock Options (right to buy)$200.6106/29/2026A(7)12,53106/29/202602/19/2035Common Stock12,531$012,531D
Employee Stock Options (right to buy)$200.6106/29/2026A(8)12,531 (8)02/19/2035Common Stock12,531$012,531D
Explanation of Responses:
1. Instrument converts to Common Stock, par value $1.00 per share ('Common Stock'), of Honeywell International Inc. ('Honeywell') on a one-for-one basis.
2. Performance share units ('PSUs') granted under the 2016 Stock Incentive Plan of Honeywell International Inc and its Affiliates (the 'Plan') which were later converted in connection with the spin-off of Honeywell Aerospace Inc. ('HONA') from Honeywell on June 29, 2026 into restricted stock units of Honeywell and restricted stock units of HONA and were further adjusted to reflect the reverse stock split of Honeywell, in each case in accordance with the Employee Matters Agreement, dated July 29, 2026 between Honeywell and HONA.
3. The restricted stock units will vest on February 16, 2027.
4. Instrument converts to Common Stock on a one-for-one basis.
5. PSUs granted under the Plan, which vested upon the successful completion of the spin-off of HONA from Honeywell on June 29, 2026 and were adjusted to reflect the spin-off and further adjusted to reflect the reverse stock split of Honeywell.
6. PSUs granted under the Plan, with vesting on June 29, 2027 (i.e., the first anniversary of the successful completion of the spin-off of HONA from Honeywell on June 29, 2026), which were adjusted to reflect the spin-off and further adjusted to reflect the reverse stock split of Honeywell.
7. Employee stock options granted under the Plan subject to successful completion of the spin-off to HONA from Honeywell on June 29, 2026, which are fully vested and were adjusted to reflect the spin-off and further adjusted to reflect the reverse stock split of Honeywell.
8. Employee stock options granted under the Plan subject to successful completion of the spin-off of HONA from Honeywell on June 29, 2026, which will vest on June 29, 2027 and were adjusted to reflect the spin-off and further adjusted to reflect the reverse stock split of Honeywell.
Remarks:
As of July 1, 2026, Ms. Mattimore is no longer an 'officer' within the meaning of Rule 16a-1.
Richard Kent for Karen Mattimore07/01/2026
** Signature of Reporting PersonDate
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)