Honeywell Aerospace (HONAV) spin-off completed via 316.9M-share dividend

Rhea-AI Filing Summary

Honeywell International Inc. completed the spin-off of Honeywell Aerospace Inc. (HONA) by distributing all 316,939,750 shares of HONA common stock it held as a pro rata dividend. Shareowners of Honeywell received one HONA share for every two Honeywell shares held as of the June 15, 2026 record date.

Before the distribution, a recapitalization converted 19,715 shares of HONA common stock into 316,939,750 shares under an amended and restated certificate of incorporation filed on June 24, 2026. That recapitalization was exempt under Rules 16a-9 and 16b-7 and did not change Honeywell’s economic interest in HONA before the spin-off.

Insights

Equity spin-off analyst

Honeywell finalized the HONA spin-off via a large share dividend.

The filing shows Honeywell International Inc. disposed of all 316,939,750 shares of HONA on June 29, 2026 through a pro rata dividend. Shareowners received one HONA share for every two Honeywell shares, separating Honeywell Aerospace into an independent company.

A prior recapitalization converted 19,715 original HONA shares into the current total, structured as exempt under Rules 16a-9 and 16b-7. The economic impact for investors depends on future trading values of Honeywell and HONA, which are not addressed here.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider HONEYWELL INTERNATIONAL INC

Role null

Type	Security	Shares	Price	Value
Other	Common Stock par value $0.01	316,939,750	$0.00	--

Holdings After Transaction: Common Stock par value $0.01 — 0 shares (Direct, null)

Footnotes (1)

1. On June 29, 2026, Honeywell International Inc. ("Honeywell") disposed of all 316,939,750 issued and outstanding shares of common stock, par value $0.01 per share ("HONA Common Stock"), of Honeywell Aerospace Inc., a Delaware corporation ("HONA"), by distributing a pro rata dividend to Honeywell shareowners of one share of HONA Common Stock for every two shares of Honeywell common stock, par value $1.00 per share, held by each holder of record as of the close of business on June15, 2026, to effect the previously announced spin-off of HONA from Honeywell. On June 11, 2026, Honeywell reported that it owned 19,715 shares of HONA Common Stock, which at the time constituted all the issued and outstanding shares of HONA Common Stock. Pursuant to an amended and restated certificate of incorporation of HONA filed with the Secretary of State of the State of Delaware on June 24, 2026, the 19,715 shares of HONA Common Stock were automatically converted into an aggregate of 316,939,750 shares of HONA Common Stock (the "Recapitalization"). The Recapitalization was exempt pursuant to Rules 16a-9 and 16b-7 under the Exchange Act and did not result in a change in the pecuniary interest of Honeywell in HONA.

Key Figures

HONA shares distributed: 316,939,750 shares Dividend ratio: 1 HONA share for every 2 Honeywell shares Pre-recapitalization HONA shares: 19,715 shares +3 more

6 metrics

HONA shares distributed 316,939,750 shares Issued and outstanding HONA common stock distributed on June 29, 2026

Dividend ratio 1 HONA share for every 2 Honeywell shares Pro rata distribution to Honeywell shareowners of record June 15, 2026

Pre-recapitalization HONA shares 19,715 shares Original HONA common shares converted in recapitalization

Recapitalization effective date June 24, 2026 Amended and restated certificate of incorporation filed

Spin-off completion date June 29, 2026 Date Honeywell disposed of all HONA shares via dividend

Record date June 15, 2026 Holders of Honeywell shares eligible for HONA dividend

Key Terms

spin-off, pro rata dividend, Recapitalization, Rules 16a-9 and 16b-7, +1 more

5 terms

spin-off financial

"to effect the previously announced spin-off of HONA from Honeywell"

A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.

pro rata dividend financial

"by distributing a pro rata dividend to Honeywell shareowners of one share"

Recapitalization financial

"were automatically converted into an aggregate of 316,939,750 shares of HONA Common Stock (the "Recapitalization")"

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.

Rules 16a-9 and 16b-7 regulatory

"The Recapitalization was exempt pursuant to Rules 16a-9 and 16b-7 under the Exchange Act"

pecuniary interest financial

"did not result in a change in the pecuniary interest of Honeywell in HONA"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 04:15 PM Accepted by SEC EDGAR 06/29/2026 - 04:14 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

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^*

HONEYWELL INTERNATIONAL INC

(Last) (First) (Middle)

855 S. MINT STREET

(Street)

CHARLOTTE NORTH CAROLINA 28202

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Honeywell Aerospace Inc. [ HONA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 par value $0.01	06/29/2026		J(1)		316,939,750(2)	D	$0(1)	0	D

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

Explanation of Responses:

1. On June 29, 2026, Honeywell International Inc. ("Honeywell") disposed of all 316,939,750 issued and outstanding shares of common stock, par value $0.01 per share ("HONA Common Stock"), of Honeywell Aerospace Inc., a Delaware corporation ("HONA"), by distributing a pro rata dividend to Honeywell shareowners of one share of HONA Common Stock for every two shares of Honeywell common stock, par value $1.00 per share, held by each holder of record as of the close of business on June15, 2026, to effect the previously announced spin-off of HONA from Honeywell.

2. On June 11, 2026, Honeywell reported that it owned 19,715 shares of HONA Common Stock, which at the time constituted all the issued and outstanding shares of HONA Common Stock. Pursuant to an amended and restated certificate of incorporation of HONA filed with the Secretary of State of the State of Delaware on June 24, 2026, the 19,715 shares of HONA Common Stock were automatically converted into an aggregate of 316,939,750 shares of HONA Common Stock (the "Recapitalization"). The Recapitalization was exempt pursuant to Rules 16a-9 and 16b-7 under the Exchange Act and did not result in a change in the pecuniary interest of Honeywell in HONA.

Remarks:

	/s/ Richard E. Kent, Deputy General Counsel, Corporate Transactions, Securities & Governance of Honeywell International Inc.	06/29/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Honeywell International do with its Honeywell Aerospace (HONAV) shares?

Honeywell International distributed all 316,939,750 Honeywell Aerospace common shares as a pro rata dividend. Each Honeywell shareowner received HONA stock, completing the spin-off and leaving Honeywell with no remaining HONA common shares.

What is the share distribution ratio for the Honeywell Aerospace (HONAV) spin-off?

Shareowners received one Honeywell Aerospace (HONA) share for every two Honeywell common shares held. The ratio applied to holders of record as of June 15, 2026, aligning ownership in the new company with existing Honeywell shareholdings.

How many Honeywell Aerospace (HONAV) shares were outstanding at the spin-off?

At the spin-off, 316,939,750 Honeywell Aerospace common shares were issued and outstanding. All of these shares were held by Honeywell International immediately before being distributed to Honeywell shareowners as a dividend to complete the separation.

What was the recapitalization described in the Honeywell Aerospace (HONAV) Form 4?

A recapitalization converted 19,715 existing HONA shares into 316,939,750 HONA shares under an amended and restated certificate of incorporation. This step, completed June 24, 2026, prepared the capital structure for the spin-off and was exempt under Rules 16a-9 and 16b-7.

Did the recapitalization change Honeywell’s economic interest in Honeywell Aerospace (HONAV)?

The recapitalization itself did not change Honeywell’s pecuniary interest in HONA. It restructured ownership from 19,715 to 316,939,750 shares while keeping Honeywell’s underlying economic stake the same before the subsequent dividend distribution to shareowners.