[8-K] Honeywell International, Inc. Reports Material Event

Rhea-AI Filing Summary

Honeywell International announced on August 21, 2025 that Solstice Advanced Materials, LLC, a wholly owned Honeywell subsidiary, filed a Form 10 with the SEC to convert into a Delaware corporation and be renamed Solstice Advanced Materials Inc. The Form 10 filing was made in connection with the anticipated spin-off of Honeywell's Advanced Materials business into an independent, publicly traded company. Honeywell furnished press releases as Exhibits 99.1 and 99.2: one announcing the Form 10 filing and the other disclosing the anticipated post-spin-off board composition for Solstice. The report states the furnished information is not "filed" under the Exchange Act and is not incorporated by reference into other filings unless expressly stated.

Positive

• Form 10 filing initiated for Solstice Advanced Materials, advancing the planned spin-off
• Planned board composition for the spun-off company was disclosed via furnished press release
• Spin-off structured as a separate Delaware corporation, clarifying corporate form for the new public entity

Negative

• No financial statements or metrics for the Advanced Materials business were provided in this report
• No timeline or expected effective date for the spin-off was disclosed
• Exhibits are furnished, not filed, which limits incorporation and Section 18 liabilities and provides less legal accountability for the content

Insights

Financial Analyst

TL;DR: Honeywell is preparing a spin-off by filing a Form 10 for its Advanced Materials unit, a material corporate restructuring step.

The Form 10 filing for Solstice Advanced Materials Inc. signals a formal plan to separate Honeywell's Advanced Materials business into a standalone public company. This action typically aims to unlock value and clarify capital allocation, but the filing alone provides no financial metrics, timeline, or pro forma capital structure. Investors will need the registration statement and subsequent disclosures for revenue, profitability, and debt allocation to assess valuation impact.

Corporate Governance Expert

TL;DR: Honeywell furnished press releases including anticipated board composition for the spun-off entity, a necessary governance step.

Announcing anticipated board members alongside the Form 10 filing is a standard governance disclosure that helps stakeholders evaluate independence and management continuity for the new company. The report clarifies that the exhibits are "furnished" and not "filed," limiting Section 18 liability. Absent are details on director backgrounds, governance charters, or transition agreements, which will be important for assessing board effectiveness post-spin-off.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT – August 21, 2025

(Date of earliest event reported)

HONEYWELL INTERNATIONAL INC.

(Exact name of Registrant as specified in its Charter)

 

Delaware			1-8974			22-2640650
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

855 S. MINT STREET, CHARLOTTE, NC..................................................28202

......(Address of principal executive offices).................................................(Zip Code)

 Registrant’s telephone number, including area code: (704) 627-6200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1 per share

HON

The Nasdaq Stock Market LLC

3.500% Senior Notes due 2027

HON 27

The Nasdaq Stock Market LLC

2.250% Senior Notes due 2028

HON 28A

The Nasdaq Stock Market LLC

3.375% Senior Notes due 2030

HON 30

The Nasdaq Stock Market LLC

0.750% Senior Notes due 2032

HON 32

The Nasdaq Stock Market LLC

3.750% Senior Notes due 2032

HON 32A

The Nasdaq Stock Market LLC

4.125% Senior Notes due 2034

HON 34

The Nasdaq Stock Market LLC

3.750% Senior Notes due 2036

HON 36

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 7.01    Regulation FD Disclosure

On August 21, 2025, Honeywell International Inc. (the “Company”) announced the filing of a registration statement on Form 10 (the “Form 10”) by Solstice Advanced Materials, LLC, a wholly owned subsidiary of the Company to be converted into a Delaware corporation and renamed “Solstice Advanced Materials Inc.” (“Solstice”), with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the anticipated spin-off of the Company’s Advanced Materials business into an independent, publicly traded company (the “Spin-Off”). A copy of the press release is furnished herewith as Exhibit 99.1.

On August 21, 2025, the Company also announced the anticipated composition of the Board of Directors of Solstice following the consummation of the Spin-Off. A copy of the press release is furnished herewith as Exhibit 99.2.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed as part of this report:

Exhibit #						Description
99.1						Press release issued by Honeywell International Inc. on August 21, 2025
99.2						Press release issued by Honeywell International Inc. on August 21, 2025
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

Cautionary Statement About Forward-Looking Statements

Certain statements in this Current Report on Form 8-K are forward-looking statements within the meaning of Section 21E of the Exchange Act. Forward-looking statements are those that address activities, events, or developments that management intends, expects, projects, believes, or anticipates will or may occur in the future. They are based on management’s assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments, and other relevant factors, many of which are difficult to predict and outside of the Company’s control. They are not guarantees of future performance, and actual results, developments and business decisions may differ significantly from those envisaged by the Company’s forward-looking statements. The Company does not undertake to update or revise any of the Company’s forward-looking statements, except as required by applicable securities law. the Company’s forward-looking statements are also subject to material risks and uncertainties, including ongoing macroeconomic and geopolitical risks, such as changes in or application of trade and tax laws and policies, including the impacts of tariffs and other trade barriers and restrictions, lower GDP growth or recession in the U.S. or globally, supply chain disruptions, capital markets volatility, inflation, and certain regional conflicts, that can affect the Company’s performance in both the near- and long-term. In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this Current Report on Form 8-K can or will be achieved. Some of the important factors that could cause the Company’s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the ability of the Company to effect the Spin-Off described above and to meet the conditions related thereto; (ii) the possibility that the Spin-Off will not be completed within the anticipated time period or at all; (iii) the possibility that the Spin-Off will not achieve its intended benefits; (iv) the impact of the Spin-Off on the Company’s businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on the Company’s resources, systems, procedures and controls, diversion of management’s attention and the impact and possible disruption of existing relationships with regulators, customers, suppliers, employees and other business counterparties; (v) the possibility of disruption, including disputes, litigation or unanticipated costs, in connection with the Spin-Off; (vi) the uncertainty of the expected financial performance of the Company or Solstice following completion of the Spin-Off; (vii) negative effects of the announcement or pendency of the Spin-Off on the market price of the Company’s securities and/or on

the financial performance of the Company; (viii) the ability to achieve anticipated capital structures in connection with the Spin-Off, including the future availability of credit and factors that may affect such availability; (ix) the ability to achieve anticipated credit ratings in connection with the Spin-Off; (x) the ability to achieve anticipated tax treatments in connection with the Spin-Off and future, if any, divestitures, mergers, acquisitions and other portfolio changes and the impact of changes in relevant tax and other laws; and (xi) the failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with the Spin-Off and completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and infrastructure actions. These forward-looking statements should be considered in light of the information included in this Current Report on Form 8-K and the Company’s Annual Report on Form 10-K and other filings with the SEC. Any forward-looking plans described herein are not final and may be modified or abandoned at any time.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:

August 21, 2025

HONEYWELL INTERNATIONAL INC.

By: /s/ Su Ping Lu

Su Ping Lu

Senior Vice President, General Counsel and Corporate Secretary

FAQ

What did Honeywell (HON) announce on August 21, 2025 about Solstice Advanced Materials?

Honeywell announced that Solstice Advanced Materials, LLC filed a Form 10 to convert into a Delaware corporation and be renamed Solstice Advanced Materials Inc. in connection with an anticipated spin-off.

Will Solstice Advanced Materials become a public company?

According to the filing, the Form 10 was filed with the SEC in connection with the anticipated spin-off to create an independent, publicly traded company.

Did Honeywell disclose the board for the spun-off company?

Yes. Honeywell furnished a press release (Exhibit 99.2) announcing the anticipated composition of the Board of Directors for Solstice following the spin-off.

Are the press releases in this 8-K considered filed documents?

No. The report states the information and Exhibits 99.1 and 99.2 are furnished and shall not be deemed "filed" under the Exchange Act, nor incorporated by reference except as expressly stated.

Does this report include financial details of the Advanced Materials business?

No. The 8-K text provided does not include any financial statements, metrics, or pro forma information for the Advanced Materials business.