Honeywell (HON) HR chief exercises 878 RSUs and withholds 274 shares for taxes

Rhea-AI Filing Summary

Honeywell International executive reports equity award activity. SrVP & Chief HR Officer Karen Mattimore exercised 878 restricted stock units into 878 shares of common stock on February 10, 2026. To cover tax obligations, 274 common shares were disposed of at a price of $242.02 per share.

After these transactions, she directly owned 20,427 common shares and indirectly held 470.8609 shares in a 401(k) plan. Following the exercise, 849 restricted stock units remained outstanding, granted under the 2016 Stock Incentive Plan and vesting 33% on February 10, 2026 and 34% on February 10, 2027.

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^*

Mattimore Karen

(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 & Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		M		878	A	(1)	20,701	D
Common Stock	02/10/2026		F		274	D	$242.02	20,427	D
Common Stock								470.8609	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	(1)	02/10/2026		M			878(2)(3)	(4)	(4)	Common Stock	878(2)(3)	$0	849(5)	D

Explanation of Responses:

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

2. Includes the reinvestment of dividend equivalents into 54 additional restricted stock units.

3. 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.

4. The Restricted Stock Units were granted under the 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates and vest 33% and 34% on February 10, 2026 and February 10, 2027, respectively.

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

Remarks:

	Richard Kent for Karen Mattimore	02/12/2026
	** 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).
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FAQ

What insider transactions did HON executive Karen Mattimore report?

Karen Mattimore reported exercising 878 restricted stock units into common stock and disposing of 274 common shares to satisfy tax obligations. These transactions reflect routine equity award activity under Honeywell’s 2016 Stock Incentive Plan rather than an open-market purchase or sale.

How many Honeywell (HON) shares does Karen Mattimore own after the Form 4?

After the reported transactions, Karen Mattimore directly owned 20,427 Honeywell common shares and indirectly held 470.8609 shares in a 401(k) plan. She also held 849 restricted stock units outstanding, which are scheduled to vest in specified portions on future vesting dates.

What price was used for the 274 HON shares disposed of for taxes?

The 274 Honeywell common shares disposed of to cover tax liabilities were valued at $242.02 per share. This disposition was coded as a tax-withholding transaction, meaning it was used to satisfy obligations from the equity award exercise, not a discretionary open-market trade.

What are the vesting terms of Karen Mattimore’s remaining HON restricted stock units?

The remaining 849 restricted stock units were granted under Honeywell’s 2016 Stock Incentive Plan. They vest 33% on February 10, 2026 and 34% on February 10, 2027. Footnotes indicate these units exclude future dividend equivalent reinvestments during the vesting period.

How did the Solstice Advanced Materials spin-off affect HON restricted stock units?

The filing notes that Karen Mattimore’s restricted stock units were adjusted using an applicable adjustment factor for the Solstice Advanced Materials spin-off on October 30, 2025. This means the number of units was recalibrated to reflect the corporate action’s impact on Honeywell equity awards.

Do Karen Mattimore’s restricted stock units convert to Honeywell common stock one-for-one?

Yes. A footnote states that the instrument converts to Honeywell common stock on a one-for-one basis. This means each restricted stock unit, once vested and settled, delivers one share of Honeywell common stock, subject to any applicable tax withholding requirements at settlement.