{"url_path":"/sec/hona/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/2089271/0001628280-26-045874-index.html","accession_number":"0001628280-26-045874","cik":"0002089271","ticker":"HONA","issuer_name":"Honeywell Aerospace Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2089271/0001628280-26-045874-index.html","primary_entity_key":"0002089271","primary_entity_name":"Honeywell Aerospace Inc."},"word_count":1670,"has_tables":true,"body_markdown":"Item 1.01    Entry Into a Material Definitive Agreement.\n\nIn connection with Honeywell International Inc.’s (“Honeywell”) previously announced plan to spin off its Aerospace Technologies business into an independent, publicly traded company (the “Spin-Off”), Honeywell Aerospace Inc. (the “Company” or “Honeywell Aerospace”) entered into the 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 following the Spin-Off, including the allocation between the Company and Honeywell of the Company’s and Honeywell’s assets, liabilities and obligations. On June 25, 2026, the Company and Honeywell Aerospace IP Holdings Inc., a wholly owned subsidiary of the Company, entered into a Trademark License Agreement (as described below) with Honeywell. On June 29, 2026, the Company entered into certain other definitive agreements with Honeywell, including a Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement and Intellectual Property License Agreement (each as described below).\n\nImmediately prior to the consummation of the Spin-Off, the Company was a wholly owned subsidiary of Honeywell. Effective as of 12:01 a.m., New York City time, on June 29, 2026, Honeywell completed the Spin-Off through a pro rata distribution (the “Distribution”) of all of the issued and outstanding shares of common stock of the Company, par value $0.01 per share (the “Company Common Stock”), to the holders of record of the issued and outstanding shares of common stock of Honeywell, par value $1.00 per share (the “Honeywell Common Stock”), on the basis of one share of Company Common Stock for every two shares of Honeywell Common Stock held by such Honeywell stockholders as of the close of business on June 15, 2026, which was the record date for the Distribution. The Company is now an independent public company, and Company Common Stock will commence trading “regular way” under the symbol “HONA” on the Nasdaq Stock Market LLC on June 29, 2026, with the CUSIP number 43849R105. Honeywell now operates as Honeywell Technologies.\n\nHoneywell did not issue fractional shares of Company 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, Honeywell does not beneficially own any shares of Company Common Stock and will no longer consolidate the Company within Honeywell’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 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 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 the Company’s Information Statement (the “Information Statement”), which is included as Exhibit 99.1 to the Company’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\nTransition Services Agreement\n\nThe Transition Services Agreement governs certain transitional services that the Company and Honeywell and their respective affiliates will provide to each other on an interim, transitional basis. The services include global real\n\n1\n\nestate support, information technology support, finance administration support and human resources support and will be provided for a limited time (generally for not more than two years following the Spin-Off), and will be provided for specified fees, which are generally based on the cost of services provided. A summary of certain terms and conditions of the Transition Services Agreement can be found in the section entitled “Certain Relationships and Related Party Transactions—Agreements with Honeywell and Aerospace—Transition Services 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 Transition Services Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transition Services Agreement, a copy of which is filed as Exhibit 10.1 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’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, among other things, provides special rules that allocate tax liabilities in the event either (i) the 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 10.2 hereto and is incorporated into this Item 1.01 by reference.\n\nEmployee Matters Agreement\n\nThe Employee Matters Agreement addresses certain employment and employee compensation and benefits matters as well as the allocation and treatment of certain assets and liabilities relating to employees and compensation and benefit plans and programs in which the Company’s employees participated prior to the Spin-Off. Except as specifically provided in the Employee Matters Agreement, the Company will generally be responsible for all employment and employee compensation and benefits-related liabilities relating to the Company’s employees, former employees and other service providers. A summary of certain terms and conditions of the Employee Matters Agreement can be found in the section entitled “Certain Relationships and Related Party Transactions—Agreements with Honeywell and Aerospace—Employee 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 Employee Matters Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employee Matters Agreement, a copy of which is filed as Exhibit 10.3 hereto and is incorporated into this Item 1.01 by reference.\n\nIntellectual Property License Agreement\n\nPursuant to the Intellectual Property License Agreement, each of the Company and Honeywell granted to the other non-exclusive, perpetual licenses under certain of the patents and other intellectual property rights owned by the licensing party or its group as of the Distribution, excluding rights in trademarks and certain other intellectual property rights addressed in separate agreements between the parties or their respective affiliates. A summary of certain terms and conditions of the Intellectual Property License Agreement can be found in the section entitled “Certain Relationships and Related Party Transactions—Agreements with Honeywell and Aerospace—Intellectual Property License\n\nAgreement” 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 Intellectual Property License Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Intellectual Property License Agreement, a copy of which is filed as Exhibit 10.4 hereto and is incorporated into this Item 1.01 by reference.\n\nTrademark License Agreement\n\nPursuant to the Trademark License Agreement, Honeywell granted to Honeywell Aerospace IP Holdings Inc. (the “Licensee”), a wholly owned subsidiary of the Company, a license to use “Honeywell Aerospace” and certain other trademarks in connection with the Aerospace business, and the Licensee may sublicense such rights to the Company and 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 Honeywell 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, the Licensee will pay Honeywell certain fees to use such trademarks over a specified period, and the Company provides a guarantee with respect to the Licensee’s obligations and liabilities under the agreement. 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, which 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 10.5 hereto and is incorporated into this Item 1.01 by reference."}