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HON completes Solstice Advanced Materials (SOLS) spin-off distribution

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Form Type
4

Rhea-AI Filing Summary

Honeywell International Inc. reported the completion of the spin-off of Solstice Advanced Materials Inc. (SOLS) by distributing all 158,727,456 SOLS common shares as a pro rata dividend of one SOLS share for every four Honeywell shares held by record holders as of October 17, 2025. The distribution occurred on October 30, 2025, resulting in Honeywell disposing of its entire SOLS stake.

A recapitalization on October 24, 2025 increased SOLS outstanding shares from 158,724,140 to 158,727,456 under an amended and restated certificate of incorporation. The filing states this recapitalization was exempt under Rules 16a-9 and 16b-7 and did not change Honeywell’s pecuniary interest.

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Insights

Spin-off completed via in-kind dividend; Honeywell exits SOLS.

Honeywell distributed all 158,727,456 shares of SOLS on October 30, 2025 as an in-kind, pro rata dividend of one SOLS share for every four Honeywell shares held as of October 17, 2025. This reflects a separation of SOLS from Honeywell with no stated cash consideration.

Prior to distribution, a October 24, 2025 recapitalization increased SOLS outstanding from 158,724,140 to 158,727,456. The disclosure cites exemptions under Rules 16a-9 and 16b-7 and notes no change in Honeywell’s pecuniary interest from the recapitalization.

Post-distribution, Honeywell reports disposing of all SOLS common stock. Subsequent filings may provide additional details on SOLS trading dynamics and any ongoing relationships, if any.

Insider HONEYWELL INTERNATIONAL INC
Role 10% Owner
Type Security Shares Price Value
Other Common Stock, par value $0.01 158,727,456 $0.00 --
Holdings After Transaction: Common Stock, par value $0.01 — 0 shares (Direct)
Footnotes (1)
  1. On October 30, 2025, Honeywell International Inc. ("Honeywell") disposed of all 158,727,456 issued and outstanding shares of common stock, par value $0.01 per share (the "SOLS Common Stock"), of Solstice Advanced Materials Inc., a Delaware corporation ("SOLS"), by distributing a pro rata dividend to Honeywell shareowners of one share of SOLS Common Stock for every four shares of Honeywell Common Stock, par value $1.00 per share, held by each holder of record as of the close of business on October 17, 2025, to effect the previously announced spin-off of SOLS from Honeywell. On September 30, 2025, Honeywell reported that it owned 158,724,140 shares of SOLS Common Stock, which at the time constituted all the issued and outstanding shares of SOLS Common Stock. Pursuant to an amended and restated certificate of incorporation of SOLS filed with the Secretary of State of the State of Delaware on October 24, 2025, the 158,724,140 shares of SOLS Common Stock were automatically converted into an aggregate of 158,727,456 shares of SOLS Common Stock (the "Recapitalization"). The Recapitalization was exempt pursuant to Rules 16a-9 and 16b-7 under the Exchange Act and did not result in a change in the pecuniary interest of Honeywell in SOLS.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
HONEYWELL INTERNATIONAL INC
(Last) (First) (Middle)
855 S. MINT STREET
(Street)
CHARLOTTE NC 28202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Solstice Advanced Materials Inc. [ SOLS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 10/30/2025 J(1) 158,727,456(2) D $0(1) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On October 30, 2025, Honeywell International Inc. ("Honeywell") disposed of all 158,727,456 issued and outstanding shares of common stock, par value $0.01 per share (the "SOLS Common Stock"), of Solstice Advanced Materials Inc., a Delaware corporation ("SOLS"), by distributing a pro rata dividend to Honeywell shareowners of one share of SOLS Common Stock for every four shares of Honeywell Common Stock, par value $1.00 per share, held by each holder of record as of the close of business on October 17, 2025, to effect the previously announced spin-off of SOLS from Honeywell.
2. On September 30, 2025, Honeywell reported that it owned 158,724,140 shares of SOLS Common Stock, which at the time constituted all the issued and outstanding shares of SOLS Common Stock. Pursuant to an amended and restated certificate of incorporation of SOLS filed with the Secretary of State of the State of Delaware on October 24, 2025, the 158,724,140 shares of SOLS Common Stock were automatically converted into an aggregate of 158,727,456 shares of SOLS Common Stock (the "Recapitalization"). The Recapitalization was exempt pursuant to Rules 16a-9 and 16b-7 under the Exchange Act and did not result in a change in the pecuniary interest of Honeywell in SOLS.
Remarks:
/s/ Richard E. Kent, Deputy General Counsel, Corporate Transactions, Securities & Governance of Honeywell International Inc. 10/30/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Source: View Original Filing on SEC EDGAR

FAQ

What did Honeywell (HON) disclose about Solstice Advanced Materials (SOLS)?

Honeywell distributed all 158,727,456 SOLS common shares on October 30, 2025 via a pro rata dividend to complete the spin-off.

What was the SOLS spin-off distribution ratio for HON shareholders?

Shareholders received one SOLS share for every four Honeywell shares held as of the October 17, 2025 record date.

How many SOLS shares did Honeywell distribute in total?

Honeywell distributed 158,727,456 SOLS common shares.

Did Honeywell retain any SOLS shares after the distribution?

No. The filing states Honeywell disposed of all SOLS common shares in the distribution.

What recapitalization change occurred before the SOLS distribution?

On October 24, 2025, SOLS outstanding shares increased from 158,724,140 to 158,727,456 under an amended and restated certificate of incorporation.

Were there any exemptions cited for the recapitalization?

Yes. The recapitalization was exempt under Rules 16a-9 and 16b-7, with no change in Honeywell’s pecuniary interest.