Honeywell International (HON) CEO exercises RSUs, withholds stock for taxes

Rhea-AI Filing Summary

Honeywell International Inc. Chief Executive Officer Vimal Kapur reported equity award transactions involving restricted stock units and common stock. On February 14, 2026, restricted stock units converting one-for-one into common shares were exercised into 689 common shares, with 302 shares withheld at $241.09 per share to cover tax obligations. On February 16, 2026, additional restricted stock units were exercised into 5,994 common shares, with 2,604 shares withheld at $241.09 per share for taxes. The restricted stock units were granted under Honeywell’s 2016 Stock Incentive Plan, with vesting schedules that include tranches on February 14 and February 16, 2026, and later dates. Footnotes note adjustments for the Solstice Advanced Materials spin-off and the reinvestment of dividend equivalents into additional units.

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^*

Kapur Vimal

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

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	02/14/2026		M		689(1)	A	(2)	8,048	D
Common Stock	02/14/2026		F		302	D	$241.09	7,746	D
Common Stock	02/16/2026		M		5,994(1)	A	(2)	13,740	D
Common Stock	02/16/2026		F		2,604	D	$241.09	11,136	D
Common Stock								34,774	I	Held in a Trust
Common Stock								984.2075	I	Held in a 401k 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)	02/14/2026		M			689(1)(3)	(4)	(4)	Common Stock	689(1)(3)	$0	0	D
Restricted Stock Units	(2)	02/16/2026		M			5,994(1)(5)	(6)	(6)	Common Stock	5,994(1)(5)	$0	11,663(7)	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 79 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 14, 2022, February 14, 2024 and February 14, 2026, respectively.

5. Includes the reinvestment of dividend equivalents into 250 additional restricted stock units.

6. 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.

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

Remarks:

	Richard Kent for Vimal Kapur	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What did Honeywell (HON) CEO Vimal Kapur report in this Form 4 filing?

Vimal Kapur reported exercises of restricted stock units into Honeywell common shares, plus share withholdings to cover taxes. These transactions reflect equity compensation vesting rather than open-market buying or selling of stock, and were carried out under Honeywell’s 2016 Stock Incentive Plan.

How many Honeywell shares were acquired through RSU exercises in this HON Form 4?

The filing shows restricted stock units converting one-for-one into 689 common shares on February 14, 2026, and 5,994 common shares on February 16, 2026. These equity awards were granted under Honeywell’s 2016 Stock Incentive Plan and became common stock as part of scheduled vesting.

Were any Honeywell (HON) shares sold by the CEO in this Form 4?

The Form 4 shows dispositions labeled as payment of tax liability by delivering securities, not open-market sales. On February 14 and 16, 2026, shares of Honeywell common stock were withheld at $241.09 per share specifically to satisfy tax obligations arising from RSU vesting.

What price per share was used for Honeywell stock tax withholdings in this filing?

The filing lists a transaction price of $241.09 per share for the common stock used to satisfy tax liabilities. This price applies to the shares delivered for tax withholding in connection with the restricted stock unit conversions on February 14 and February 16, 2026.

Under which plan were the Honeywell (HON) restricted stock units granted to the CEO?

The restricted stock units were granted under the 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates. Footnotes explain that the awards vest in tranches on specific dates in 2022, 2024, 2026, 2027 and 2028, consistent with the plan’s vesting schedules.

How did the Solstice Advanced Materials spin-off affect Honeywell CEO RSUs?

A footnote states that the restricted stock units held by the reporting person were adjusted using an applicable adjustment factor related to the Solstice Advanced Materials spin-off on October 30, 2025. This reflects corporate action adjustments to maintain the economic value of existing equity awards.