Honeywell (HON) CFO exercises RSUs, withholds 426 shares for taxes

Rhea-AI Filing Summary

Honeywell International Inc.'s Senior Vice President and Chief Financial Officer, Michal Stepniak, reported equity award activity involving restricted stock units and common stock. On February 23, 2026, previously granted restricted stock units converted into 1,458 shares of common stock at no cost, consistent with a one-for-one conversion ratio.

To cover tax obligations related to this vesting, 426 common shares were disposed of at a price of $244.1900 per share through a tax-withholding transaction, leaving 1,806 common shares held directly afterward. Footnotes note prior adjustment of the restricted stock units for the Solstice Advanced Materials spin-off, the reinvestment of dividend equivalents into 90 additional units, and that all units vested on February 23, 2026. Separately, 685.3787 common shares are held indirectly in a 401(k) 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^*

Stepniak Michal

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		M		1,458(1)	A	(2)	2,232	D
Common Stock	02/23/2026		F		426	D	$244.19	1,806	D
Common Stock								685.3787	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)	02/23/2026		M			1,458(1)(3)	(4)	(4)	Common Stock	1,458(1)(3)	$0	0	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 90 additional restricted stock units.

4. The Restricted Stock Units were granted under the 2016 Stock Incentive Plan with all units vesting on February 23, 2026.

Remarks:

	Richard Kent for Michal Stepnak	02/25/2026
	** 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).
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FAQ

What did Honeywell (HON) CFO Michal Stepniak report in this Form 4?

Honeywell CFO Michal Stepniak reported the vesting and conversion of 1,458 restricted stock units into common stock, followed by a tax-withholding disposition of 426 shares, and updated his direct and 401(k) share holdings accordingly.

How many Honeywell (HON) shares did the CFO receive from RSU conversion?

The CFO received 1,458 shares of Honeywell common stock through conversion of restricted stock units on February 23, 2026. These units converted on a one-for-one basis under the company’s 2016 Stock Incentive Plan when they fully vested on that date.

Why were 426 Honeywell (HON) shares disposed of in this filing?

The 426 Honeywell shares were disposed of to satisfy tax obligations tied to the RSU vesting. This was a tax-withholding disposition, executed at a price of $244.1900 per share, rather than an open-market sale initiated for investment reasons.

What are the CFO’s Honeywell (HON) direct share holdings after these transactions?

After the reported RSU conversion and tax-withholding disposition, the CFO directly holds 1,806 shares of Honeywell common stock. This figure reflects his direct ownership only and excludes shares held indirectly in his 401(k) retirement plan account.

How many Honeywell (HON) shares does the CFO hold in his 401(k) plan?

The CFO holds 685.3787 Honeywell common shares indirectly through a 401(k) plan. This indirect ownership is reported separately from his directly held shares and reflects retirement plan holdings rather than freely tradable brokerage account stock.

How were Honeywell (HON) RSUs affected by the Solstice Advanced Materials spin-off?

The CFO’s restricted stock units were adjusted using an applicable adjustment factor related to the Solstice Advanced Materials spin-off completed on October 30, 2025. This adjustment ensured the equity awards maintained their intended economic value post-transaction.