Honeywell Aerospace (NASDAQ: HONAV) boosts authorized stock and recapitalizes shares

Q: What document implements Honeywell Aerospace Inc.’s share recapitalization?

The recapitalization is implemented through a certificate of amendment to Honeywell Aerospace Inc.’s Amended and Restated Certificate of Incorporation. This certificate, filed in Delaware on June 24, 2026, is attached as Exhibit 3.1 and is incorporated by reference.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Honeywell Aerospace Inc. reported a charter amendment linked to Honeywell International Inc.’s planned distribution of all Honeywell Aerospace common shares to Honeywell shareholders of record as of June 15, 2026.

The company filed a certificate of amendment in Delaware on June 24, 2026. This amendment revised Article IV of its Amended and Restated Certificate of Incorporation to authorize 1,000,000,000 shares of common stock with a par value of $0.01 per share as the sole class of capital stock.

The amendment also implemented a recapitalization of the existing common stock. All previously issued and outstanding Honeywell Aerospace common shares were automatically converted into an aggregate of 316,939,750 shares of common stock outstanding immediately after the amendment became effective.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Authorized common shares: 1,000,000,000 shares Outstanding common shares post-recap: 316,939,750 shares Par value per share: $0.01 per share +2 more

5 metrics

Authorized common shares 1,000,000,000 shares Authorized in amended charter, Article IV

Outstanding common shares post-recap 316,939,750 shares Outstanding immediately after Split Amendment effectiveness

Par value per share $0.01 per share Par value of authorized common stock class

Record date for distribution June 15, 2026 Holders of Honeywell International common stock

Charter amendment filing date June 24, 2026 Certificate of amendment filed in Delaware

Key Terms

certificate of amendment, Amended and Restated Certificate of Incorporation, recapitalization, Emerging Growth Company, +1 more

5 terms

certificate of amendment regulatory

"the Company filed a certificate of amendment to its Amended and Restated Certificate of Incorporation"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Amended and Restated Certificate of Incorporation regulatory

"The Split Amendment amended Article IV of the Company’s Amended and Restated Certificate of Incorporation"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

recapitalization financial

"effect a recapitalization of the Company’s outstanding common stock"

Recapitalization is a deliberate change to a company's mix of debt and equity—how much it borrows versus how much is funded by shareholders—accomplished by issuing or repaying debt, buying back shares, or issuing new shares. It matters to investors because it alters the company's risk profile, potential returns and cash flow stability: increasing debt can amplify returns but raises the chance of financial stress, while adding equity can dilute ownership but lower default risk—like swapping between a mortgage and savings to reshape household finances.

Emerging Growth Company regulatory

"Emerging Growth Company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 07:01 AM Accepted by SEC EDGAR 06/25/2026 - 07:00 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT – June 24, 2026

(Date of earliest event reported)

HONEYWELL AEROSPACE INC.

(Exact name of Registrant as specified in its Charter)


Delaware	001-43173		39-4202057
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification Number)
1944 E Sky Harbor Cir N
Phoenix, Arizona		85034
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 601-3099

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

HONA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the previously announced plan to distribute all of Honeywell Aerospace Inc.’s (the “Company”) issued and outstanding shares of common stock (“Company Common Stock”) to the holders of record of Honeywell International Inc. (“Honeywell”) common stock as of the close of business on June 15, 2026, the Company filed a certificate of amendment to its Amended and Restated Certificate of Incorporation (the “Split Amendment”) with the Secretary of State of the State of Delaware on June 24, 2026.

The Split Amendment amended Article IV of the Company’s Amended and Restated Certificate of Incorporation to (i) authorize 1,000,000,000 shares of common stock, par value $0.01 per share, as the sole class of capital stock and (ii) effect a recapitalization of the Company’s outstanding common stock, pursuant to which all issued and outstanding shares of Company Common Stock were automatically converted into an aggregate of 316,939,750 shares of Company Common Stock outstanding immediately following the effectiveness of the Split Amendment.

The foregoing description of the Split Amendment is not complete and is subject to, and qualified in its entirety by reference to, the full text thereof, which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits. The following exhibits are being filed as part of this report.


Exhibit Number						Description
3.1						Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Honeywell Aerospace Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 25, 2026	HONEYWELL AEROSPACE INC.
	By:	/s/ Jake Wasserman
	Name:	Jake Wasserman
	Title:	Authorized Person

Source: View Original Filing on SEC EDGAR

FAQ

What corporate change did Honeywell Aerospace Inc. (HONAV) disclose in this 8-K?

Honeywell Aerospace Inc. disclosed a charter amendment that authorizes new common stock and recapitalizes existing shares. The change supports a planned distribution of all Honeywell Aerospace shares to Honeywell International Inc. shareholders of record as of June 15, 2026.

How many Honeywell Aerospace Inc. common shares are authorized after the amendment?

After the amendment, Honeywell Aerospace Inc. is authorized to issue 1,000,000,000 shares of common stock. These shares have a par value of $0.01 per share and represent the sole authorized class of the company’s capital stock under revised Article IV.

How many Honeywell Aerospace Inc. shares are outstanding after the recapitalization?

Following the recapitalization, all previously issued and outstanding Honeywell Aerospace Inc. common shares were converted into 316,939,750 shares. This figure reflects the aggregate number of common shares outstanding immediately after the certificate of amendment became effective.

How is Honeywell International Inc. involved with Honeywell Aerospace Inc. shares?

Honeywell International Inc. plans to distribute all issued and outstanding Honeywell Aerospace Inc. common shares to its shareholders. The distribution will go to Honeywell International shareholders of record as of the close of business on June 15, 2026, in connection with the restructuring.

What is the par value of Honeywell Aerospace Inc. common stock after the amendment?

After the amendment, each share of Honeywell Aerospace Inc. common stock has a par value of $0.01 per share. This par value applies to the entire authorized class of 1,000,000,000 common shares defined in the revised Article IV of the charter.

Filing Exhibits & Attachments

4 documents