Mattimore Karen 4

What Happened

• Karen Mattimore, Senior Vice President & Chief Human Resources Officer at Honeywell International (HON), had 529 restricted stock units convert to common shares on February 11, 2026. To cover the tax withholding, 232 of those shares were surrendered/withheld at $242.08 per share, generating $56,163. The net shares delivered to her were about 297 (529 - 232).

Key Details

• Transaction date: February 11, 2026; Form 4 filed February 13, 2026 (timely).
• Conversion: 529 RSUs converted to common stock on a 1-for-1 basis (footnote F1).
• Tax withholding: 232 shares withheld/treated as disposed at $242.08 each for $56,163 (code F — tax withholding).
• Net shares issued: ~297 shares delivered to the reporting person (529 converted less 232 withheld).
• Notable footnotes:
  • F2: RSUs were adjusted for the Solstice Advanced Materials spin-off (Oct 30, 2025).
  • F3: Includes reinvestment of dividend equivalents into 42 additional RSUs.
  • F4: RSUs granted under the 2016 Stock Incentive Plan; vesting schedule 33%/33%/34% with a tranche vesting on Feb 11, 2026.
  • F5: Excludes reinvestment of dividend equivalents during vesting.
• Shares owned after the transaction are not specified in the provided filing.

Context

• This was a routine vesting/conversion of RSUs with shares withheld to satisfy tax obligations (a common, non-market-sale transaction), not an open-market sale. For insider-activity interpretation: tax withholding on vested awards is administrative and doesn’t necessarily signal a buy or sell decision by the insider.