HONEYWELL INTERNATIONAL INC 8-K

What Happened

• Honeywell International Inc. announced on June 15, 2026 that its Board approved the spin‑off of the Aerospace Technologies business and declared a pro rata distribution of Honeywell Aerospace common stock. The Distribution is effective at 12:01 a.m. (NYC) on June 29, 2026, with the Record Date set at the close of business on June 15, 2026. Shareholders of Honeywell will receive one share of Honeywell Aerospace common stock for every two shares of Honeywell common stock held as of the Record Date; cash will be paid in lieu of any fractional shares.
• The filing also reports director departures tied to the spin‑off: Craig Arnold, William Ayer, D. Scott Davis and Deborah Flint notified the Board they will resign from Honeywell’s Board immediately prior to and conditioned on consummation of the spin‑off (each is expected to join the Honeywell Aerospace board). Jillian Evanko resigned from the Board effective June 13, 2026. The filings state these resignations are not due to any disagreement with the company’s operations, policies or practices.

Key Details

• Distribution ratio: 1 share of Honeywell Aerospace common stock per 2 shares of Honeywell common stock. Distribution Date: June 29, 2026 (12:01 a.m. NYC). Record Date: June 15, 2026 (close of business).
• Fractional shares: holders will receive cash in lieu of fractional Honeywell Aerospace shares.
• Conditions: Completion of the Distribution is subject to satisfaction or waiver of conditions in the Separation and Distribution Agreement filed with Honeywell Aerospace’s Form 10 (the Form 10 was declared effective by the SEC on June 11, 2026).
• Board changes: Craig Arnold, William Ayer, D. Scott Davis and Deborah Flint will resign immediately prior to the spin‑off’s closing (expected to join the spun‑off company’s board); Jillian Evanko resigned effective June 13, 2026.

Why It Matters

• For shareholders, the approved spin‑off will convert part of their Honeywell holding into direct ownership of a new publicly traded Honeywell Aerospace, changing the composition of their investment and potentially how each company is valued and managed going forward.
• The Distribution is not automatic until conditions in the separation agreements are met; the filing includes forward‑looking cautionary language and lists risks (e.g., execution risks, regulatory/tax outcomes, market impacts) that could delay or prevent completion. Investors should monitor related filings and company updates for final completion and any material changes.