Honeywell International (HON) HR chief exercises RSUs and withholds shares for tax

Rhea-AI Filing Summary

Honeywell International’s SrVP & Chief HR Officer Karen Mattimore reported equity award activity on common stock. On February 11, 2026, she exercised 529 restricted stock units, converting them one-for-one into common shares at $0 per share, increasing her direct holdings to 20,956 shares.

On the same date, 232 shares of common stock were withheld at $242.08 per share to cover tax obligations, leaving her with 20,724 directly held shares. She also has 470.8609 shares held indirectly in a 401(k) plan and 503 restricted stock units remaining outstanding.

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^*

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)
02/11/2026

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	02/11/2026		M		529	A	(1)	20,956	D
Common Stock	02/11/2026		F		232	D	$242.08	20,724	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)	02/11/2026		M			529(2)(3)	(4)	(4)	Common Stock	529(2)(3)	$0	503(5)	D

Explanation of Responses:

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

2. 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.

3. Includes the reinvestment of dividend equivalents into 42 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 February 11, 2024, February 11, 2026 and February 11, 2028, respectively.

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

Remarks:

	Richard Kent for Karen Mattimore	02/13/2026
	** 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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** 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 stock transactions did Honeywell (HON) executive Karen Mattimore report?

Karen Mattimore reported exercising 529 restricted stock units into Honeywell common stock and a related tax withholding. The tax was satisfied by disposing of 232 common shares at $242.08 each, leaving 20,724 shares held directly plus additional shares in a 401(k) plan and remaining units.

How many Honeywell (HON) shares does Karen Mattimore own after these transactions?

After the reported transactions, Karen Mattimore directly holds 20,724 Honeywell common shares. She also has 470.8609 shares held indirectly in a 401(k) plan and 503 restricted stock units outstanding, which may convert into additional common shares as they vest under the company’s stock incentive plan.

What was the purpose of the 232 Honeywell (HON) shares disposed of by Karen Mattimore?

The 232 Honeywell common shares were disposed of to satisfy tax obligations from the equity award. This was coded as a tax-withholding disposition at $242.08 per share, meaning shares were withheld rather than sold in an open-market transaction, aligning with typical equity compensation tax handling.

How were Karen Mattimore’s Honeywell restricted stock units affected by the Solstice Advanced Materials spin-off?

Her restricted stock units were adjusted using an applicable adjustment factor tied to the Solstice Advanced Materials spin-off on October 30, 2025. This adjustment maintained economic value after the separation, and the units now also reflect 42 additional units from reinvested dividend equivalents described in the footnotes.

What are the vesting terms for Karen Mattimore’s Honeywell restricted stock units?

The restricted stock units were granted under Honeywell’s 2016 Stock Incentive Plan. They vest in three tranches: 33% on February 11, 2024, another 33% on February 11, 2026, and the remaining 34% on February 11, 2028, subject to the original award conditions.

How many restricted stock units does Karen Mattimore still hold in Honeywell (HON)?

Following the reported derivative conversion of 529 units into common stock, Karen Mattimore holds 503 restricted stock units. These units convert into Honeywell common shares on a one-for-one basis as they vest, excluding future reinvestment of dividend equivalents during the vesting period described in the filing.