Honeywell (NASDAQ: HON) director reports 306 phantom share units awarded

Rhea-AI Filing Summary

Honeywell International director Craig Arnold reported an acquisition of 306.3081 Deferred Compensation (Phantom Shares) units on January 2, 2026 under the company’s deferred compensation plan for non-employee directors. These phantom shares are priced using Honeywell common stock on the contribution date and are designed to track the stock’s value.

After this transaction, Arnold beneficially holds a total of 355.9238 phantom share units in direct form. According to the plan terms, these phantom shares are not actual common stock but bookkeeping units that will be settled in cash based on the price of Honeywell common stock at the time of settlement, following elections made by Arnold under the plan.

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

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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^*

ARNOLD CRAIG

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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

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
Deferred Compensation (Phantom Shares)	(1)	01/02/2026		A		306.3081		(2)	(2)	Common Stock	306.3081	$195.88	355.9238	D

Explanation of Responses:

1. Deferred Compensation (Phantom Shares) are allocated based on the price of Common Stock on the contribution date by dividing the dollar amount of the contribution by the price per share of Common Stock. Common Stock prices are based on the mean of the highest and lowest sales price on the last trading day before the contribution or settlement. Phantom Shares are settled in cash based on the price of Common Stock at settlement.

2. Phantom shares are accrued under the Deferred Compensation Plan for Non-Employee Directors and will be settled in cash based on elections by the Reporting Person as permitted under the Plan.

Remarks:

	Richard Kent for Craig Arnold	01/06/2026
	** 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.

FAQ

What insider transaction did HON director Craig Arnold report?

Craig Arnold, a director of Honeywell International Inc. (HON), reported the acquisition of 306.3081 Deferred Compensation (Phantom Shares) units on January 2, 2026, as shown in a Form 4 filing.

How many Honeywell phantom share units does Craig Arnold hold after this Form 4?

Following the reported transaction, Craig Arnold beneficially owns 355.9238 Deferred Compensation (Phantom Shares) units, all listed as direct ownership.

What are Deferred Compensation (Phantom Shares) at Honeywell (HON)?

The Deferred Compensation (Phantom Shares) are units accrued under Honeywell’s Deferred Compensation Plan for Non-Employee Directors. They are allocated by dividing the contribution amount by the Honeywell common stock price, based on the mean of the highest and lowest sale price on the last trading day before the contribution or settlement.

Are Honeywell phantom shares actual HON common stock?

No. The filing states that Phantom Shares are settled in cash based on the price of Honeywell common stock at settlement. They are bookkeeping units tied to the stock price, not actual shares of common stock.

How and when are Honeywell phantom shares settled for Craig Arnold?

According to the footnotes, phantom shares are accrued under the Deferred Compensation Plan for Non-Employee Directors and will be settled in cash based on elections made by Craig Arnold as permitted under the plan.

Is this Honeywell Form 4 transaction related to open-market trading?

The reported transaction involves Deferred Compensation (Phantom Shares) units, not a purchase or sale of Honeywell common stock in the open market. The units are part of a deferred compensation arrangement for non-employee directors.