Honeywell (HON) board approves Aerospace spin-off, sets June 29 distribution and reverse split
Rhea-AI Filing Summary
Honeywell International Inc. is moving ahead with the planned separation of its Aerospace Technologies business into a new, publicly traded company called Honeywell Aerospace. The Board of Directors has approved the spin-off and declared a pro rata distribution of all Honeywell Aerospace shares to Honeywell shareowners of record as of June 15, 2026, at a rate of one Honeywell Aerospace share for every two Honeywell common shares. The distribution is expected to occur at 12:01 a.m. New York City time on June 29, 2026, subject to conditions in the Separation and Distribution Agreement. After the spin, Honeywell will operate as Honeywell Technologies and complete a 1-for-2 reverse stock split of its common stock, contingent on the spin-off.
Several current Honeywell directors will resign from the Board immediately prior to the spin-off to join the new Honeywell Aerospace board, while one director has resigned immediately due to other professional commitments. Honeywell Aerospace stock is expected to trade on Nasdaq as HONAV on a when-issued basis around June 15, 2026 and as HONA on a regular-way basis starting June 29, 2026, while Honeywell Technologies will continue under the HON ticker.
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Insights
Honeywell is executing a major spin-off and reverse split that will reshape its equity structure.
Honeywell is separating its Aerospace Technologies business into Honeywell Aerospace, distributing one Aerospace share for every two Honeywell shares to holders of record on June 15, 2026, with the distribution targeted for June 29, 2026, subject to conditions. This creates two distinct public companies focused on aerospace and industrial automation.
The transaction includes a planned 1-for-2 reverse stock split for the remaining Honeywell Technologies shares following the spin-off, along with a reduction in authorized shares. Honeywell Aerospace stock is expected to trade when-issued under HONAV and later regular-way under HONA, while Honeywell Technologies continues as HON. These changes alter share counts, trading dynamics, and segment exposure for current holders, and future filings and market trading will clarify how each business performs independently.
8-K Event Classification
4 items: 5.02, 7.01, 8.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Spin-off distribution ratio: 1 share per 2 shares
Record Date: June 15, 2026
Distribution Date and time: June 29, 2026, 12:01 a.m.
+4 more
7 metrics
Spin-off distribution ratio
1 share per 2 shares
One Honeywell Aerospace share for every two Honeywell common shares
Record Date
June 15, 2026
Shareholders of record eligible for Aerospace distribution
Distribution Date and time
June 29, 2026, 12:01 a.m.
Effective time of Honeywell Aerospace share distribution
Reverse stock split ratio
1-for-2
Honeywell Technologies reverse split contingent on spin-off completion
Aerospace when-issued ticker
HONAV
Expected Nasdaq when-issued trading symbol
Aerospace regular-way ticker
HONA
Expected Nasdaq regular-way trading symbol from June 29, 2026
Ex-distribution ticker
HONIV
Honeywell ex-distribution trading symbol from June 15–26, 2026
Key Terms
Spin-Off, pro rata distribution, Record Date, reverse stock split, +2 more
6 terms
Spin-Off financial
"the anticipated spin-off of the Company’s Aerospace Technologies business into an independent, publicly traded company (the “Spin‑Off”)"
A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.
pro rata distribution financial
"declared a pro rata distribution (the “Distribution”) of all of the issued and outstanding shares of Honeywell Aerospace common stock"
A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.
Record Date financial
"to the holders of Company common stock as of the close of business on June 15, 2026 (the “Record Date”)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
reverse stock split financial
"a 1-for-2 reverse stock split of Honeywell Technologies common stock will immediately follow the spin-off"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
when-issued market
"common stock is expected to begin trading on the Nasdaq Stock Market LLC under the ticker symbol “HONAV” on a “when-issued” basis"
"When-issued" refers to a situation where new bonds or stocks are announced and traded before they are officially available to buy. It’s like reserving a ticket for a concert before the tickets are printed, allowing investors to buy or sell these future securities in advance. This helps everyone plan ahead and see how much interest there is before the actual sale happens.
Separation and Distribution Agreement regulatory
"conditions, as set forth in the form of Separation and Distribution Agreement filed with the U.S. Securities and Exchange Commission"
A separation and distribution agreement is the legal plan that sets out how a company splits into two parts and how ownership of the new business is handed to shareholders. Think of it like a divorce settlement and moving checklist combined — it allocates assets, debts, tax responsibilities and short‑term services so both businesses can operate on their own. Investors care because the terms determine who bears future risks, costs and potential value when the split completes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Honeywell (HON) announce about the Honeywell Aerospace spin-off?
Honeywell announced Board approval of the Honeywell Aerospace spin-off and a pro rata distribution to shareholders. Investors will receive Honeywell Aerospace shares while the remaining company will be renamed Honeywell Technologies and focus on automation-related businesses.
When is the record date and distribution date for the Honeywell Aerospace spin-off?
The record date for the spin-off is June 15, 2026, and the distribution date is June 29, 2026. At 12:01 a.m. New York City time on June 29, shareholders of record will receive their Honeywell Aerospace shares, subject to stated conditions.
What tickers will Honeywell Aerospace and Honeywell Technologies trade under after the spin-off?
Honeywell Aerospace common stock is expected to trade on Nasdaq as HONAV on a when-issued basis and as HONA regular-way starting June 29, 2026. The remaining Honeywell Technologies business will continue trading on Nasdaq under the existing HON ticker.
Is Honeywell planning a reverse stock split in connection with the spin-off?
Yes. A 1-for-2 reverse stock split of Honeywell Technologies common stock will follow the spin-off, along with a proportionate reduction in authorized shares. This reverse split is subject to and contingent on completion of the Honeywell Aerospace spin-off transaction.
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 – June 15, 2026
(Date of earliest event reported)
(Exact name of Registrant as specified in its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
......(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 | ||||||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 13, 2026, each of Messrs. Craig Arnold, William Ayer and D. Scott Davis and Ms. Deborah Flint notified the Board of Directors (the “Board”) of Honeywell International Inc. (the “Company”) that, in connection with the anticipated spin-off of the Company’s Aerospace Technologies business into an independent, publicly traded company (the “Spin‑Off”), he/she will be resigning from the Board, effective as of immediately prior to and conditioned upon the consummation of the Spin-Off. Each of Messrs. Arnold’s, Ayer’s and Davis’s and Ms. Flint’s decision to resign from the Board follows the earlier announcement that he/she is expected to join the Board of Directors of Honeywell Aerospace Inc. (“Honeywell Aerospace”), currently a wholly owned subsidiary of the Company, and is not the result of any disagreement relating to the Company’s operations, policies, or practices. Prior to the consummation of the Spin-Off, each of Messrs. Arnold, Ayer and Davis and Ms. Flint will continue to serve on the Board. On June 13, 2026, Ms. Jillian Evanko notified the Board that she resigned from the Board, effective immediately, due to developments relating to her other professional commitments and activities. Ms. Evanko’s decision to resign from the Board is not the result of any disagreement relating to the Company’s operations, policies or practices. The Company thanks Messrs. Arnold, Ayer and Davis and Mses. Evanko and Flint for their Board service.
Item 7.01 Regulation FD Disclosure
On June 15, 2026, the Company issued a press release announcing, among other things, that the Board has approved the Spin-Off and declared the Distribution (as defined below). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 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, and 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 8.01 Other Events
On June 15, 2026, the Company announced that the Board has approved the Spin-Off and declared a pro rata distribution (the “Distribution”) of all of the issued and outstanding shares of Honeywell Aerospace common stock to the holders of Company common stock as of the close of business on June 15, 2026 (the “Record Date”). The Distribution will be effective as of 12:01 a.m. (New York City time) on June 29, 2026 (the “Distribution Date”). On the Distribution Date, holders of Company common stock will receive one share of Honeywell Aerospace common stock for every two shares of Company common stock they held as of the close of business on the Record Date. Such holders of record of Company common stock will receive cash in lieu of any fractional shares of Honeywell Aerospace common stock that they would have received after application of such distribution ratio.
Completion of the Distribution is conditioned upon the satisfaction or waiver of certain conditions, as set forth in the form of Separation and Distribution Agreement filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of Honeywell Aerospace’s Registration Statement on Form 10, which was declared effective by the SEC on June 11, 2026.
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 Honeywell Aerospace 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 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 (xii) 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.
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 June 15, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: | June 15, 2026 | HONEYWELL INTERNATIONAL INC. | |||||||||||||||
By: /s/ Su Ping Lu | |||||||||||||||||
| Su Ping Lu | |||||||||||||||||
| Senior Vice President, General Counsel and Corporate Secretary | |||||||||||||||||
Exhibit 99.1
Honeywell Contacts: | |||||
Media | Investor Relations | ||||
Stacey Jones | Mark Macaluso | ||||
(980) 378-6258 | (704) 627-6118 | ||||
stacey.jones@honeywell.com | Mark.Macaluso@honeywell.com | ||||
Honeywell Aerospace Contacts: | |||||
Media | Investor Relations | ||||
Brian Grace | Sean Meakim | ||||
(602) 897-0205 | (704) 627-6200 | ||||
Brian.Grace@HoneywellAerospace.us | Sean.Meakim@HoneywellAerospace.us | ||||
HONEYWELL BOARD OF DIRECTORS APPROVES SPIN-OFF OF
HONEYWELL AEROSPACE
•Spin-off distribution is expected to occur on June 29, 2026
•Honeywell Aerospace will be a leading global tier-1 aerospace and defense supplier of mission critical systems and technologies
•Honeywell Technologies will be a global leader of the industrial world's transition from automation to autonomy
CHARLOTTE, N.C., June 15, 2026 -- Honeywell (NASDAQ: HON) today announced that its Board of Directors has formally approved the planned spin-off of Honeywell Aerospace. This approval represents a significant milestone in the separation process, which remains on track for completion on June 29, 2026. Following the completion of the spin-off, the remaining pure-play automation company will be known as Honeywell Technologies.
At 12:01 a.m. New York City time on June 29, 2026 (the “Distribution Date”), Honeywell will distribute all of the issued and outstanding shares of Honeywell Aerospace common stock pro rata to Honeywell shareowners of record on June 15, 2026 (the “Record Date”), on the basis of one share of Honeywell Aerospace common stock for every two shares of Honeywell common stock held as of the close of business on the Record Date. The distribution is subject to the satisfaction or waiver of certain conditions, as set forth in the form of Separation and Distribution Agreement filed with the U.S. Securities and Exchange Commission (“SEC”) as part of Honeywell Aerospace’s registration statement on Form 10, which was declared effective by the SEC on June 11, 2026.
“Today’s announcement clears the path to establishing two independent industry leaders in Honeywell Aerospace and Honeywell Technologies and also reflects our significant portfolio transformation over the past three years,” said Vimal Kapur, Chairman and CEO of Honeywell. “With clear strategies and growth drivers that build on Honeywell’s century-long legacy, we are confident that both companies will be well-positioned to maximize long-term value for customers, employees and shareowners.”
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Honeywell Aerospace common stock is expected to begin trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “HONAV” on a “when-issued” basis on or about June 15, 2026. Honeywell Aerospace common stock is expected to begin “regular-way” trading on Nasdaq under the ticker symbol “HONA” on June 29, 2026. Following the separation, Honeywell Technologies will continue to trade on the Nasdaq under the ticker “HON.”
Beginning on or about June 15, 2026 and continuing through June 26, 2026, it is expected that there will be two markets in Honeywell common stock on Nasdaq: a “regular-way” market under Honeywell’s current ticker symbol “HON”, in which Honeywell shares will trade with the right to receive shares of Honeywell Aerospace common stock on the Distribution Date, and an “ex distribution” market under the ticker symbol “HONIV”, in which Honeywell shares will trade without the right to receive shares of Honeywell Aerospace common stock on the Distribution Date.
As previously announced, a 1-for-2 reverse stock split of Honeywell Technologies common stock will immediately follow the spin-off along with a proportionate reduction in the Company’s number of authorized shares of common stock, subject to and contingent on the completion of the Honeywell Aerospace spin-off.
About Honeywell
Honeywell is an integrated operating company serving a broad range of industries and geographies around the world, with a portfolio that is underpinned by our Honeywell Accelerator operating system and Honeywell Forge platform. As a trusted partner, we help organizations solve the world's toughest, most complex challenges, providing actionable solutions and innovations for aerospace, building automation, industrial automation, process automation, and process technology that help make the world smarter and safer as well as more sustainable.
Additional Information
Honeywell uses our Investor Relations website, www.honeywell.com/investor, as a means of disclosing information which may be of interest or material to our investors and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, public conference calls, webcasts, and social media.
Forward-Looking Statements
Certain statements in this release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. 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 our control. They are not guarantees of future performance, and actual results, developments and business decisions may differ significantly from those envisaged by our forward-looking statements. We do not undertake to update or revise any of our forward-looking statements, except as required by applicable securities law. Our 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 our 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 release can or will be achieved. Some of the important factors that could cause Honeywell’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 Honeywell to effect the spin-off transaction described above and to meet the conditions related thereto; (ii) the possibility that the spin-off
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transaction will not be completed within the anticipated time period or at all; (iii) the possibility that the spin-off transaction will not achieve its intended benefits; (iv) the impact of the spin-off transaction on Honeywell’s businesses and the risk that the spin-off transaction may be more difficult, time-consuming or costly than expected, including the impact on Honeywell’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 transaction; (vi) the uncertainty of the expected financial performance of Honeywell or Honeywell Aerospace following completion of the spin-off transaction; (vii) negative effects of the announcement or pendency of the spin-off transaction on the market price of Honeywell’s securities and/or on the financial performance of Honeywell; (viii) the ability to achieve anticipated capital structures in connection with the spin-off transaction, including the future availability of credit and factors that may affect such availability; (ix) the ability to achieve anticipated tax treatments in connection with the spin-off transaction and future, if any, divestitures, mergers, acquisitions and other portfolio changes and the impact of changes in relevant tax and other laws; (x) the failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with the spin-off transaction and completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and infrastructure actions; and (xi) the possibility that the reverse stock split and authorized share reduction will not be completed within the anticipated time period or at all, including due to a failure of the spin-off transaction to occur. These forward-looking statements should be considered in light of the information included in this release, our 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.
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