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Honeywell International Inc. (HON) – Form 4 filing dated 07/02/2025
Director Duncan Angove reported the automatic acquisition of 146.5896 Phantom Shares on 07/01/2025 under the company’s Deferred Compensation Plan for Non-Employee Directors. The reference price used for the allocation was $238.77, calculated as the mean of the prior trading day’s high and low. Following the transaction, Angove now beneficially owns 8,012.1937 Phantom Shares, all held directly. Phantom Shares are cash-settled and do not represent actual shares of common stock; they are designed to mirror the value of HON shares and align director compensation with shareholder performance.
No open-market purchase or sale of Honeywell common stock occurred, and there was no change in the director’s direct or indirect ownership of physical equity. The filing is therefore administrative in nature and carries minimal immediate market impact.
Honeywell International Inc. (HON) filed a Form 8-K on 23 June 2025 to disclose completion of a complex, multi-step Liability Management Reorganization.
The sequence encompassed two statutory mergers, a conversion of entities and a Delaware law “division,” ultimately allocating specific liabilities to newly created, wholly owned entities while restoring Honeywell International Inc. as the publicly listed parent.
- First Merger: Hyperion Merger Sub 1 merged into the Company; shareholders automatically exchanged each HON share for one share of newly converted “Holdco.” Holdco then owned 100% of HON.
- Division: HON converted to a limited liability limited partnership and was divided into four entities. Separate subsidiaries assumed (i) asbestos-related assets & liabilities, (ii) environmental liabilities for certain sites and (iii) environmental + other liabilities for additional sites. All remaining assets/liabilities stayed with HON.
- Second Merger: Hyperion Merger Sub 2 merged into Holdco. The structure reversed so that Holdco became a wholly owned subsidiary of HON, and HON again became the public parent.
Key outcomes for investors:
- No change in the number of shares held, voting rights, or dividend entitlements.
- All existing equity awards (options, RSUs, PSUs, DSUs) were converted on a one-for-one basis with identical terms.
- The board of directors and executive officers remain unchanged.
- The common stock continues to trade on Nasdaq under ticker “HON.”
- Amended & Restated Certificate of Incorporation and Bylaws are largely identical to previous versions, with only date and ministerial updates.
Exhibits filed: updated charter documents (Exhibits 3.1 & 3.2), full merger agreement & amendment (Exhibits 99.1 & 99.2) and XBRL cover page (Exhibit 104).
The filing emphasizes that the reorganization was approved by shareholders at the 20 May 2025 annual meeting and that the information provided under Item 7.01 is furnished, not filed, for Exchange Act purposes.