{"url_path":"/sec/hon/8-k/2026-06-29/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/773840/0000773840-26-000084-index.html","accession_number":"0000773840-26-000084","cik":"0000773840","ticker":"HON","issuer_name":"HONEYWELL INTERNATIONAL INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/773840/0000773840-26-000084-index.html","primary_entity_key":"0000773840","primary_entity_name":"HONEYWELL INTERNATIONAL INC"},"word_count":1129,"has_tables":true,"body_markdown":"Item 1.01 Entry Into a Material Definitive Agreement.\n\nIn connection with Honeywell International Inc.’s (the “Company”) previously announced plan to spin off its Aerospace Technologies business into an independent, publicly traded company (the “Spin-Off”), the Company entered into certain agreements, more fully described below, that set forth certain terms and conditions of the Spin-Off and provide a framework for the Company’s relationship with Honeywell Aerospace Inc. (“Honeywell Aerospace”) following the Spin-Off, including the allocation between the Company and Honeywell Aerospace of the Company’s and Honeywell Aerospace’s assets, liabilities and obligations. On June 25, 2026, the Company entered into a Trademark License Agreement (as described below) with Honeywell Aerospace and Honeywell Aerospace IP Holdings Inc., a wholly owned subsidiary of Honeywell Aerospace. On June 29, 2026, the Company entered into certain other definitive agreements with Honeywell Aerospace, including a Separation and Distribution Agreement and a Tax Matters Agreement (each as described below).\n\nImmediately prior to the consummation of the Spin-Off, Honeywell Aerospace was a wholly owned subsidiary of the Company. Effective as of 12:01 a.m., New York City time, on June 29, 2026, the Company completed the Spin-Off through a pro rata distribution (the “Distribution”) of all of the issued and outstanding shares of common stock of Honeywell Aerospace, par value $0.01 per share (the “Aerospace Common Stock”), to the holders of record of the issued and outstanding shares of common stock of the Company, par value $1.00 per share (the “Company Common Stock”), on the basis of one share of Aerospace Common Stock for every two shares of Company Common Stock held by such Company shareowners as of the close of business on June 15, 2026, which is the record date for the Distribution. Honeywell Aerospace is now an independent public company, and Aerospace Common Stock will commence trading “regular way” under the symbol “HONA” on the Nasdaq Stock Market LLC (“Nasdaq”) on June 29, 2026, with the CUSIP number 43849R105. The Company now operates as Honeywell Technologies.\n\nThe Company did not issue fractional shares of Aerospace Common Stock in connection with the Distribution. Instead, the distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds (net of discounts and commissions) of the sales pro rata (based on the fractional share a holder would otherwise be entitled to receive) to each holder who otherwise would have been entitled to receive a fractional share in the Distribution. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts paid in lieu of fractional shares. Following the Spin-Off, the Company does not beneficially own any shares of Aerospace Common Stock and will no longer consolidate Honeywell Aerospace within the Company’s financial results.\n\nSeparation and Distribution Agreement\n\nThe Separation and Distribution Agreement sets forth, among other things, the Company’s agreement with Honeywell Aerospace regarding the principal actions to be taken in connection with the Spin-Off. It also sets forth certain other terms and conditions of the Company’s ongoing relationship with Honeywell Aerospace after the completion of the Spin-Off. A summary of certain terms and conditions of the Separation and Distribution Agreement can be found in the section entitled “Certain Relationships and Related Party Transactions—Agreements with Honeywell and Aerospace—Separation Agreement” in Honeywell Aerospace’s Information Statement (the “Information Statement”), which is included as Exhibit 99.1 to Honeywell Aerospace’s Current Report on Form 8-K that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 15, 2026. Such summary is incorporated into this Item 1.01 by reference as if restated in full.\n\nThe foregoing description of the Separation and Distribution Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation and Distribution Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated into this Item 1.01 by reference.\n\nTax Matters Agreement\n\nThe Tax Matters Agreement governs the Company’s and Honeywell Aerospace’s respective rights, responsibilities and obligations with respect to taxes (including responsibility for taxes, entitlement to refunds, allocation of tax attributes, preparation of tax returns, control of tax contests and other tax matters). The Tax Matters Agreement provides special rules that allocate tax liabilities in the event either (i) the share distribution, together with certain related transactions, fails to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended, or (ii) any internal reorganization transaction that is intended to qualify as a transaction that is generally tax-free fails to so qualify. A summary of certain terms and conditions of the Tax Matters Agreement can be found in the section entitled “Certain Relationships and Related Party Transactions—Agreements with Honeywell and Aerospace—Tax Matters Agreement” in the Information Statement. Such summary is incorporated into this Item 1.01 by reference as if restated in full.\n\nThe foregoing description of the Tax Matters Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Tax Matters Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.\n\nTrademark License Agreement\n\nPursuant to the Trademark License Agreement, the Company granted to Honeywell Aerospace IP Holdings Inc. (the \"Licensee\"), a wholly owned subsidiary of Honeywell Aerospace, a license to use “Honeywell Aerospace” and certain other trademarks in its operation of the Aerospace business, and the Licensee may sublicense such rights to Honeywell Aerospace and certain of its subsidiaries, subject to certain restrictions. The agreement includes exclusivity terms with respect to the use of “Honeywell Aerospace” and certain other uses, subject to certain exceptions, including exceptions permitting the Company to continue to market and sell products and services under the “Honeywell” mark. The Trademark License Agreement includes customary quality control provisions to protect and preserve the goodwill associated with “Honeywell” and the other licensed marks. In exchange, Honeywell Aerospace will pay the Company certain fees to use such trademarks in its operation of the Aerospace business over a specified period. A summary of certain terms and conditions of the Trademark License Agreement can be found in the section entitled “Certain Relationships and Related Party Transactions—Agreements with Honeywell and Aerospace—Trademark License Agreement” in the Information Statement. Such summary is incorporated into this Item 1.01 by reference as if restated in full.\n\nThe foregoing description of the Trademark License Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Trademark License Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated into this Item 1.01 by reference."}