Honeywell (HON) HR chief exercises RSUs, withholds stock to cover taxes

Rhea-AI Filing Summary

Honeywell International SrVP & Chief HR Officer Karen Mattimore reported equity award activity involving company stock. On February 16, 2026, she exercised or converted 955 Restricted Stock Units into 955 shares of common stock, at a stated price of $0.00 per share, reflecting the nature of the award.

In a related tax-withholding disposition, 417 common shares were delivered at $241.09 per share to satisfy tax obligations, leaving her with 22,133 directly owned common shares. Footnotes explain that her Restricted Stock Units were adjusted for the Solstice Advanced Materials spin-off, include dividend-equivalent reinvestments, and vest in three tranches on February 16, 2026, 2027, and 2028 under Honeywell’s 2016 Stock Incentive 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

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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)
02/16/2026

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	02/16/2026		M		955(1)	A	(2)	22,550	D
Common Stock	02/16/2026		F		417	D	$241.09	22,133	D
Common Stock								470.9435	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)	02/16/2026		M			955(1)(3)	(4)	(4)	Common Stock	955(1)(3)	$0	1,859(5)	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 39 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 16, 2026, February 16, 2027 and February 16, 2028, respectively.

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

Remarks:

	Richard Kent for Karen Mattimore	02/18/2026
	** 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 did Honeywell (HON) executive Karen Mattimore report in this Form 4?

Karen Mattimore reported exercising 955 Restricted Stock Units into 955 Honeywell common shares and a related tax-withholding disposition of 417 shares. These transactions reflect routine equity award vesting and associated tax settlement rather than open-market buying or selling activity.

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

After the reported transactions, Karen Mattimore directly owns 22,133 shares of Honeywell common stock. She also has 1,859 Restricted Stock Units outstanding and an additional 470.9435 common shares held indirectly through a 401(k) plan, reflecting her combined direct and plan-related exposure.

What is the nature of the tax-withholding transaction in the Honeywell (HON) Form 4?

The Form 4 shows a tax-withholding disposition of 417 Honeywell common shares at $241.09 per share. This disposition, coded “F,” indicates shares were delivered to cover tax liabilities arising from equity award vesting, not an open-market sale initiated for investment purposes.

How do Karen Mattimore’s Honeywell (HON) Restricted Stock Units convert and vest?

The Restricted Stock Units convert to Honeywell common stock on a one-for-one basis. They were granted under the 2016 Stock Incentive Plan and vest in three installments of 33%, 33%, and 34% on February 16, 2026, February 16, 2027, and February 16, 2028, respectively.

How did the Solstice Advanced Materials spin-off affect Honeywell (HON) RSUs reported here?

Footnotes state that Karen Mattimore’s Restricted Stock Units were adjusted using an applicable adjustment factor for the Solstice Advanced Materials spin-off completed on October 30, 2025. These adjustments preserve the economic value of previously granted RSUs following the separation transaction.

Do Karen Mattimore’s Honeywell (HON) RSUs include dividend-equivalent reinvestments?

Yes. The RSU holdings include the reinvestment of dividend equivalents into 39 additional Restricted Stock Units. However, a footnote clarifies that this figure excludes any future dividend-equivalent reinvestments that may occur during the remaining vesting period for these awards.