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 - MARCH 6 10, 2026

(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	~~TradingSymbol~~Trading Symbol(s)	Name of each ~~exchangeon~~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. ☐

Introductory Note

On March 6, 2026, Honeywell International Inc., a Delaware corporation (“Honeywell”), announced the matters discussed below, which generally relate to efforts to optimize Honeywell’s capital and financing structure in anticipation of the consummation of the previously announced plan to spin-off (the “Spin-Off”) Honeywell Aerospace Inc., a Delaware corporation (“Aerospace”), from Honeywell and to certain other financing matters related to the Spin-Off.

Item 1.01 Entry into a Material Definitive Agreement

On March 6, 2026, Honeywell entered into the 364-Day Credit Agreement and the Five-Year Credit Agreement, each as defined and described below under Item 8.01 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

On March 616, 2026, Honeywell ~~terminated~~International ~~the commitments under (i) its $3~~Inc.~~0 billion 364-day credit agreement~~, ~~dated~~a asDelaware ofcorporation ~~March 17, 2025, among~~ (“Honeywell”), ~~the~~repaid ~~lenders~~in ~~party~~full ~~thereto~~all ~~and~~outstanding ~~Bank~~obligations ~~of America~~under, asand ~~administrative agent~~terminated, ~~and (ii)~~ its $41.0 billion ~~five-year~~fixed rate term loan credit agreement, dated as of ~~March~~August 1812, 2024, ~~among~~with ~~Honeywell~~the banks, ~~the~~financial institutions and other institutional lenders party thereto, and Bank of America, N.A. (“Bank of America”), as administrative agent.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 8.01 below regarding the 364-Day Credit Agreement and the Five-Year Credit Agreement is incorporated herein by reference.

Item 8.01 Other Events

Honeywell Aerospace Notes Offering

OnIn ~~March 6,~~connection ~~2026,~~with Honeywell’s ~~issued~~previously announced plan to spin off (the “Spin-Off”) Honeywell Aerospace Inc., a ~~press~~Delaware ~~release~~corporation ~~announcing~~(“Aerospace”), Aerospace’s ~~commencement~~issued $16,000,000,000 aggregate principal amount of senior notes in a private offering, consisting of ~~up to~~ $~~16.0 billion~~1,250,000,000 aggregate principal amount of ~~senior~~Senior ~~notes~~Notes due 2028 (the “~~Notes~~2028 notes”), ~~and~~$1,250,000,000 ~~such~~aggregate ~~offering~~principal amount of Senior Notes due 2029 (the “~~Notes~~2029 ~~Offering~~notes”)., ~~Aerospace~~$500,000,000 ~~intends~~aggregate toprincipal ~~use~~amount ~~the~~of ~~net~~Floating ~~proceeds~~Rate ~~from~~Senior Notes due 2029 (the ~~offering~~“2029 offloating ~~certain~~rate notes”), $2,000,000,000 aggregate principal amount of ~~the~~Senior Notes due 2031 (the “~~New~~2031 ~~Money~~notes”), $1,750,000,000 aggregate principal amount of Senior Notes due 2033 (the “2033 notes”) toand ~~make~~$3,250,000,000 aaggregate ~~cash~~principal ~~distribution~~amount toof ~~Honeywell~~Senior onNotes ordue ~~prior~~2036 to (the ~~Spin-Off~~“2036 notes” and, totogether ~~pay~~with ~~fees~~the ~~and~~2028 ~~expenses~~notes, inthe ~~connection~~2029 ~~with~~notes, the ~~Spin-Off~~2029 floating rate notes, the ~~Aero~~2031 ~~Credit~~notes ~~Facilities~~ and the ~~Notes~~2033 ~~Offering~~notes, ~~and/or~~the ~~for~~“New ~~general~~Money ~~corporate~~Notes”), ~~purposes.~~$1,000,000,000 ~~Other~~aggregate principal amount of Senior Notes due 2046 (the “~~Exchange~~2046 ~~Notes~~notes”), ~~will~~$3,500,000,000 ~~initially~~aggregate beprincipal ~~issued~~amount byof ~~Aerospace~~Senior toNotes ~~Honeywell~~due 2056 (the “2056 notes”) and ~~are~~$1,500,000,000 ~~expected~~aggregate toprincipal beamount ~~transferred~~of ~~and~~Senior ~~delivered~~Notes bydue ~~Honeywell~~2066 to(the ~~BofA~~“2066 ~~Securities,~~notes” ~~Inc.~~and, ~~Goldman~~together ~~Sachs &~~with ~~Co.~~the ~~LLC~~2046 notes and ~~Morgan~~the ~~Stanley &~~2056 ~~Co.~~notes, ~~LLC~~the “Exchange Notes” and, ~~which~~together ~~named~~with ~~entities~~the ~~will~~New ~~act~~Money asNotes, ~~selling~~the ~~noteholders~~“notes” inand such offering the “Notes Offering,”). inThe ~~satisfaction~~2028 ofnotes, ~~certain~~the ~~debt~~2029 ~~obligations~~notes, ~~under~~ the ~~2026~~2031 ~~Term~~notes, ~~Loan~~the ~~Credit~~2033 ~~Agreement~~notes, asthe ~~defined~~2036 ~~and~~notes, ~~more~~the ~~fully~~2046 ~~described~~notes, ~~below.~~the ~~Aerospace~~2056 ~~will~~notes ~~not~~and ~~receive~~the ~~any~~2066 ~~cash~~notes ~~proceeds~~are ~~from~~referred ~~the~~to ~~offering~~as of the ~~Exchange~~fixed ~~Notes~~rate notes.

The ~~Notes~~2028 ~~will~~notes bebear ~~senior~~interest ~~unsecured~~at ~~obligations~~a rate of ~~Aerospace~~3.900% per year and ~~guaranteed~~mature on March 16, 2028. The 2029 notes bear interest at a ~~senior~~rate ~~unsecured~~of ~~basis~~4.000% byper ~~Honeywell~~year ~~until~~and mature on March 16, 2029. The 2029 floating rate notes bear interest from the ~~Spin-Off~~issue isdate ~~completed~~at a floating rate equal to compounded Secured Overnight Financing Rate plus 0.630%, ~~Upon~~subject ~~consummation~~to ofcertain other provisions, and mature on March 16, 2029; provided, however, that the ~~Spin-Off~~minimum interest rate on the 2029 floating rate notes shall not be less than 0.000%. The 2031 notes bear interest at a rate of 4.300% per year and mature on March 16, ~~Honeywell~~2031. ~~will~~The 2033 notes bear interest at a rate of 4.600% per year and mature on March 16, 2033. The 2036 notes bear interest at a rate of 4.950% per year and mature on March 16, 2036. The 2046 notes bear interest at a rate of 5.622% per year and mature on March 16, 2046. The 2056 notes bear interest at a rate of 5.732% per year and mature on March 16, 2056. The 2066 notes bear interest at a rate of 5.852% per year and mature on March 16, 2066.

beAerospace ~~automatically~~will ~~and~~pay ~~unconditionally~~interest ~~released from all obligations under its guarantees without any action required~~ on the ~~part~~fixed ofrate ~~the~~notes ~~trustee~~on ~~for~~March 16 ~~the~~and ~~Notes,~~September 16 ~~any holder~~ of ~~Notes~~each year, ~~the~~with ~~selling noteholders or~~ the ~~initial~~first ~~purchasers~~payment inon ~~the~~September 16, ~~Notes Offering~~2026. ~~The~~Aerospace ~~closing~~will ofpay ~~the~~interest ~~Notes Offering is not contingent~~ on the ~~completion~~2029 offloating ~~the~~rate ~~Spin-Off~~notes oron ~~the~~March 16, ~~proposed~~June 16, ~~Tender~~September 16 ~~Offers~~and orDecember 16 ~~the~~of ~~Honeywell~~each ~~Debt Redemptions~~year, ~~each~~with asthe ~~defined~~first ~~and~~payment ~~described~~on ~~below~~June 16, 2026.

~~Honeywell~~The ~~intends~~issuance toof ~~use~~ the ~~funds~~notes ~~distributed~~and tothe itguarantees bywas ~~Aerospace~~not ~~from~~registered under the ~~proceeds~~Securities Act of 1933, as amended (the ~~Notes~~“Securities ~~Offering~~Act”), ~~along~~or ~~with~~any ~~amounts~~state ~~borrowed~~securities ~~under~~laws and the ~~2026~~notes ~~Term~~and ~~Loan~~the ~~Credit~~guarantees ~~Agreement~~were ~~and~~not ~~cash~~offered onor ~~hand,~~sold towithin ~~fund~~ the ~~Tender~~United ~~Offers~~States or to, or for the ~~Honeywell~~account ~~Debt~~or ~~Redemptions~~benefit ~~and~~of, ~~other~~U.S. ~~debt~~persons ~~retirements~~(as ~~and~~defined ~~intends~~in toRegulation ~~use~~S ~~cash~~under onthe ~~hand~~Securities toAct ~~pay~~(“Regulation ~~related~~S”)), ~~transaction~~except ~~fees~~in transactions exempt from, ~~including~~or ~~applicable~~not ~~premiums~~subject to, ~~discounts~~the ~~and~~registration ~~expenses~~requirements of the Securities Act. The ~~closing~~notes ofand the ~~Notes~~guarantees ~~Offering~~were isoffered ~~not~~and ~~contingent~~sold ononly ~~the~~to ~~satisfaction~~persons ofreasonably ~~the~~believed ~~obligations~~to be qualified institutional buyers in reliance on Rule 144A under the ~~2026~~Securities ~~Term~~Act ~~Loan~~and ~~Credit~~to ~~Agreement,~~certain ~~the~~non-U.S. ~~Tender~~persons ~~Offers~~in ortransactions outside the ~~Honeywell~~United ~~Debt~~States ~~Redemptions~~in reliance on Regulation S.

~~Attached~~A asportion ~~Exhibit~~of ~~99.1~~the net proceeds from the offering of the New Money Notes was used to make a cash distribution to Honeywell (the “Cash Distribution”), with additional amounts not distributed to Honeywell used to pay fees and ~~incorporated~~expenses byrelated ~~reference~~to ~~herein~~the Spin-Off, isAerospace’s arevolving ~~copy~~credit facilities, and/or the Notes Offering, and/or for general corporate purposes. The Exchange Notes were issued by Aerospace to Honeywell as partial consideration for the contribution of assets by Honeywell’s ~~press~~to ~~release~~Aerospace ~~dated~~in ~~March 6~~connection with the Spin-Off, ~~2026~~and ~~related~~were transferred and delivered by Honeywell to BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, in their capacities as selling noteholders in the Notes Offering.

~~This~~Honeywell ~~Current~~intends ~~Report~~to onuse ~~Form~~the ~~8-K~~funds ~~does~~distributed ~~not~~to ~~constitute~~it anby ~~offer~~Aerospace tofrom ~~sell~~the orproceeds of the ~~solicitation~~Notes ofOffering, analong ~~offer~~with toamounts ~~buy~~borrowed under the ~~Notes~~2026 orTerm ~~any~~Loan ~~other~~Credit ~~security~~Agreement, ~~nor~~to ~~shall~~fund itHoneywell’s ~~constitute~~tender anoffers ~~offer~~and Honeywell’s debt redemptions (the “Honeywell Tender Offers” and “Honeywell Debt Redemptions,” ~~solicitation~~respectively), orboth ~~sale~~as described in ~~any~~Honeywell’s ~~jurisdiction~~Current inReport ~~which~~on ~~such~~Form ~~offer,~~8-K ~~solicitation~~filed orwith ~~sale~~the isSecurities ~~unlawful.~~and ~~Any~~Exchange ~~offers~~Commission ofon March 6, 2026 (the ~~Notes~~“Honeywell March 6, 2026 Form 8-K”) and ~~related~~below ~~guarantees~~under ~~will~~“Honeywell beDebt ~~made~~Tender ~~only~~Offers byand ~~means~~Honeywell ofDebt aRedemptions,” ~~private~~and ~~offering~~other ~~memorandum~~debt retirements, and intends to use cash on hand to pay related transaction fees, including applicable premiums, discounts and expenses.

Indenture

The notes were issued pursuant to an indenture and a first supplemental indenture, each dated March 16, 2026, between Aerospace and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) (together, the “Indenture”). This summary does not purport to be complete and is qualified in its entirety by reference to the Indenture, filed as Exhibits 4.1 and 4.2 hereto and incorporated by reference herein.

The Indenture also provides for customary events of default, which, if any of them occurs, may cause the principal of and accrued interest on the notes to become, or to be declared, due and payable. Events of default (subject in certain cases to customary grace and cure periods), include, among others, nonpayment of principal or interest, breach of other covenants or agreements in the Indenture, failure to pay certain other indebtedness, failure to pay certain final judgments and certain events of bankruptcy or insolvency.

Registration Rights Agreement

Aerospace has entered into a Registration Rights Agreement, dated March 16, 2026, among Aerospace and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the initial purchasers of the notes, pursuant to which Aerospace has agreed to file with the SEC a registration statement with respect to an exchange offer for the notes or a shelf registration statement for the resale of the notes within 365 days after the date the Spin-Off is consummated. This summary does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, which has been filed as Exhibit 99.1 hereto and which is incorporated by reference herein.

Honeywell Guarantee

The notes are the senior unsecured obligations of Aerospace and guaranteed on a senior unsecured basis by Honeywell until the Spin-Off is completed pursuant to a Guarantee Agreement, dated March 16, 2026, among Honeywell, as guarantor of the notes, Aerospace and the Trustee. Upon consummation of the Spin-Off, Honeywell will be automatically and unconditionally released from all obligations under the Guarantee Agreement without any action required on the part of the Trustee, any holder of notes, the selling noteholders or the initial purchasers in the Notes Offering. This summary does not purport to be complete and is qualified in its entirety by reference to the Guarantee Agreement, which has been filed as Exhibit 4.3 hereto and which is incorporated by reference herein.

Honeywell Debt Tender Offers and Honeywell Debt Redemptions

On March 610, 2026, Honeywell issued a ~~press~~notice ~~release~~of ~~announcing~~redemption ~~the~~to ~~commencement~~redeem ofall ~~cash~~€750,000,000 ~~tender~~in ~~offers~~outstanding toprincipal ~~purchase~~amount ~~certain~~ of its ~~existing~~2.250% ~~debt~~Senior ~~securities~~Notes ~~for~~due up2028 toon ~~a maximum aggregate purchase price to be paid of up to $3.75~~April ~~billion and €1.25 billion~~10, ~~exclusive of accrued and unpaid interest~~2026, inat ~~respect~~a ofredemption ~~certain~~price ~~U.S.~~that ~~dollar~~includes ~~and~~an ~~euro~~applicable ~~denominated~~“make-whole” ~~debt securities~~premium, ~~respectively~~plus ~~(collectively,~~any ~~the~~interest ~~“Tender~~accrued ~~Offers”~~ and ~~each~~unpaid ~~a “Tender Offer”). The Tender Offers are subject~~ to the ~~terms~~redemption ~~and~~date, ~~conditions~~all ~~described~~further into Honeywell’s ~~Offer~~previously toannounced ~~Purchase~~intention ~~dated~~to ~~March 6,~~redeem ~~2026~~such (notes as itset ~~may~~forth bein ~~amended or supplemented from time to time,~~ the ~~“Offer~~Honeywell ~~to Purchase”)~~March 6, ~~which~~2026 ~~sets~~Form ~~forth~~8-K. aThe ~~detailed~~2.250% ~~description~~Senior ofNotes ~~the~~due ~~Tender~~2028 ~~Offers,~~are ~~including~~also ~~the~~included ~~Financing Condition (as defined~~ in the ~~Offer~~Honeywell toTender ~~Purchase)~~Offers.

~~In addition, on March 6, 2026,~~ Honeywell ~~announced~~has determined that ~~(i) it~~the ~~had~~Cash ~~issued~~Distribution aand ~~conditional~~the ~~notice~~receipt of ~~full~~the ~~redemption~~Exchange ~~to redeem all €650,000,000 in outstanding principal amount of its 3.500% Senior~~ Notes ~~Due~~satisfies ~~2027 (~~the ~~“3.500%~~financing ~~Notes”),~~condition ~~all~~for ~~$1,150,000,000~~the inHoneywell ~~outstanding~~Tender ~~principal~~Offers ~~amount~~and ofthe ~~its~~redemption ~~4.650%~~condition ~~Senior~~for ~~Notes due 2027 (~~the ~~“4.650%~~Honeywell ~~Notes”),~~Debt ~~all~~Redemptions ~~$500,000,000~~subject into ~~outstanding~~such ~~principal amount of its 4~~condition.~~950%~~ ~~Senior~~The ~~Notes~~Honeywell ~~Due~~Tender ~~2028~~Offers ~~(the~~are ~~“4.950%~~subject ~~Notes”),~~to ~~all~~a ~~$750,000,000~~number ~~in outstanding principal amount~~ of ~~its~~other ~~4.250%~~conditions ~~Senior~~that ~~Notes~~may ~~Due~~be ~~2029~~waived ~~(the~~or “4changed.~~250%~~ ~~Notes”),~~This ~~all~~Current ~~$500,000,000~~Report inon ~~outstanding~~Form ~~principal~~8-K ~~amount~~does ofnot ~~its~~constitute ~~4.875%~~an ~~Senior~~offer ~~Notes~~to ~~Due~~purchase ~~2029~~any ~~(the~~Honeywell ~~“4.875%~~debt ~~Notes”)~~securities ~~and all $1,000,000,000~~ in ~~outstanding principal amount of its 4.700% Senior Notes Due 2030 (~~the ~~“4.700%~~Honeywell ~~Notes,”~~Tender ~~and~~Offers, ~~together~~which ~~with~~may ~~the~~only ~~3.500%~~be ~~Notes,~~made ~~the~~pursuant ~~4.650%~~to ~~Notes,~~ the ~~4.950%~~related ~~Notes,~~offer ~~the~~to 4purchase.~~250%~~ ~~Notes~~This ~~and~~Current ~~the~~Report ~~4.875%~~on ~~Notes,~~Form ~~collectively,~~8-K ~~the~~does ~~“Honeywell~~not ~~Conditional~~constitute ~~Redemption Notes”) and (ii) promptly following the anticipated pricing of the Notes Offering it expects to issue~~ a notice of ~~full~~ redemption ~~to redeem all €750,000,000 in outstanding principal amount~~ of ~~its~~any ~~2.250% Senior Notes Due 2028 (the “2.250% Notes” and, together with the~~ Honeywell ~~Conditional~~debt ~~Redemption Notes, the “Honeywell Redemption Notes”)~~securities. The ~~redemption of the~~ Honeywell ~~Conditional~~Debt ~~Redemption~~Redemptions ~~Notes~~are isbeing ~~herein~~made ~~called~~solely ~~the~~pursuant ~~“Honeywell~~to ~~Conditional~~separately ~~Debt~~issued ~~Redemptions,”~~notices ~~and~~of ~~the~~ redemption ofdelivered ~~the~~pursuant ~~Honeywell~~to ~~Redemption~~the ~~Notes~~indenture isgoverning ~~herein called~~ the “applicable Honeywell ~~Debt~~debt ~~Redemptions~~securities.”

~~The redemption date for the Honeywell Conditional Redemption Notes other than the 3.500% Notes will be March 16,~~ 2026 ~~and~~Term ~~the~~Loan ~~redemption~~Credit ~~date~~Agreement for the 3.500% Notes will be April 10, 2026 and, if Honeywell issues a notice of redemption to redeem the 2.250% Notes, the redemption date for such 2.250% Notes is expected to be 30 days after such notice is issued (each such redemption date with respect to each series of Honeywell Redemption Notes, the “Redemption Date”).

~~The~~On March 16, 2026, Honeywell ~~Redemption~~satisfied ~~Notes~~and ~~will~~discharged bein ~~redeemed~~full atall aoutstanding ~~redemption~~obligations ~~price~~under, ~~that~~and ~~includes~~terminated, anits ~~applicable~~term loan credit agreement, dated as of March 2, 2026, with the banks, financial institutions and other institutional lenders party thereto, Bank of America, as administrative agent, and Bank of America, N.A., Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc., as joint lead arrangers (the “~~make-whole~~2026 Term Loan Credit Agreement”). ~~premium~~The ~~for~~outstanding ~~each~~advances ~~series~~under the 2026 Term Loan Credit Agreement were satisfied and discharged in full, pursuant to the terms of an exchange agreement, in exchange for Honeywell’s ~~Redemption~~transfer and delivery of the Exchange Notes and cash in an amount equal to the initial purchaser commissions due with respect to the Exchange Notes to the lenders’ designees, ~~plus~~and ~~any~~Honeywell ~~interest~~paid accrued ~~and~~interest ~~unpaid~~owing to the ~~applicable~~lenders ~~Redemption~~under ~~Date~~the 2026 Term Loan Credit Agreement in respect of all advances outstanding as of such date.

The total aggregate principal amount of Honeywell Redemption Notes called for redemption in the Honeywell Debt Redemptions is expected to be $3.9 billion (with respect to the Honeywell Redemption Notes denominated in U.S. dollars) and €1.4 billion (with respect to the Honeywell Redemption Notes denominated in Euros) assuming no such notes are validly tendered and accepted for purchase in the applicable Tender Offer. Up to €650,000,000 of the 3.500% Notes and €750,000,000 of the 2.250% Notes are also included in the Euro Tender Offer. To the extent such notes are validly tendered and accepted for purchase in the Euro Tender Offer, they will not be included in the Honeywell Debt Redemptions.

The Tender Offers and the Honeywell Conditional Debt Redemptions are subject to a number of conditions (including the Financing Condition that Honeywell receives cash proceeds and Exchange Notes from the Notes Offering in amounts sufficient to fund payments due under the Tender Offers and to satisfy the obligations under the 2026 Term Loan Credit Agreement) that may be waived or changed.

Attached as Exhibit 99.2, and incorporated by reference herein, is a copy of Honeywell’s press release dated March 6, 2026 related to the Tender Offers.

This Current Report on Form 8-K does not constitute an offer to purchase any Honeywell debt securities in the Tender Offers, which may only be made pursuant to the Offer to Purchase, or a notice of redemption of the Honeywell Redemption Notes. The Honeywell Debt Redemptions are being made or will be made solely pursuant to separately issued notices of redemption delivered pursuant to the indenture governing the Honeywell Redemption Notes. The statement of expectation relating to the redemption of the 2.250% Notes does not constitute an obligation to issue a notice of redemption, and the decision to issue any such notice of redemption and the selection of any particular redemption date is in Honeywell’s discretion.

Honeywell 2026 Term Loan Credit Agreement

On March 2, 2026, Honeywell entered into a Term Loan Credit Agreement (the “2026 Term Loan Credit Agreement”) with the banks, financial institutions and other institutional lenders party thereto, Bank of America, N.A. (“Bank of America”), as administrative agent, Goldman Sachs Bank USA (“Goldman Sachs”) and Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as joint lead arrangers. The 2026 Term Loan Credit Agreement provides for term loans in an aggregate principal amount of $6.0 billion, available in U.S. dollars in a single draw. Amounts borrowed under the 2026 Term Loan Credit Agreement are required to be repaid no later than March 31, 2026. Term loans under the 2026 Term Loan Credit Agreement bear interest at a rate of either (x) term SOFR plus an applicable margin that varies from 0.875% to 1.125% per annum based on Honeywell’s public debt rating for its long-term senior unsecured debt or (y) a base rate, plus an applicable margin 100 basis points less than the applicable margin for term SOFR advances (but not less than zero). The obligations under the 2026 Term Loan Credit Agreement are senior unsecured obligations of Honeywell. The 2026 Term Loan Credit Agreement does not restrict Honeywell’s ability to pay dividends, nor does it contain financial covenants. The 2026 Term Loan Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default for investment grade borrowers and financings of this type. Honeywell expects to enter into an exchange agreement with the lenders to exchange the Exchange Notes in satisfaction in whole or in part of amounts drawn under the 2026 Term Loan Credit Agreement. See “Honeywell Aerospace Notes Offering” above for further information on the expected full or partial satisfaction of the loans outstanding under the 2026 Term Loan Credit Agreement.

Honeywell 364-Day Credit Agreement

On March 6, 2026, Honeywell entered into a 364-Day Credit Agreement (the “364-Day Credit Agreement”) with the banks, financial institutions and other institutional lenders party thereto, Bank of America, as administrative agent, Goldman Sachs and Morgan Stanley, as syndication agents, and the documentation agents named therein.

The 364-Day Credit Agreement provides for revolving credit commitments in an aggregate principal amount of $3.0 billion and is maintained for general corporate purposes. Upon consummation of the Spin-Off, the aggregate revolving credit commitments under the 364-Day Credit Agreement will be automatically reduced to $2.0 billion.

Revolving credit commitments are available in U.S. dollars, euros and other currencies agreed by all lenders. Amounts borrowed under the 364-Day Credit Agreement are required to be repaid no later than March 5, 2027, unless (i) Honeywell elects to convert all then outstanding amounts into a term loan, upon which such amounts shall be repaid in full on March 5, 2028 or (ii) the 364-Day Credit Agreement is terminated earlier pursuant to its terms. U.S. dollar advances under the 364-Day Credit Agreement bear interest at a rate of either (x) term SOFR plus an applicable margin that varies from 0.50% to 1.125% per annum based on Honeywell’s public debt rating for its long-term senior unsecured debt or (y) a base rate, plus an applicable margin 100 basis points less than the applicable margin for term SOFR advances (but not less than zero). Advances in alternative currencies will bear interest at rates based on the applicable benchmark rate for such currency, plus the margin applicable to term SOFR advances. Honeywell is also required to pay a commitment fee on unused commitments at a rate per annum also determined by reference to such public debt rating.

The obligations under the 364-Day Credit Agreement are senior unsecured obligations of Honeywell. The 364-Day Credit Agreement does not restrict Honeywell’s ability to pay dividends, nor does it contain financial covenants. The 364-Day Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default for investment grade borrowers and financings of this type.

The foregoing description of the 364-Day Credit Agreement is not intended to be complete and is qualified in its entirety by reference to the 364-Day Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Honeywell Five-Year Credit Agreement

On March 6, 2026, Honeywell entered into a Five-Year Credit Agreement (the “Five-Year Credit Agreement”) with the banks, financial institutions and other institutional lenders party thereto, Bank of America, as administrative agent, Bank of America, as swing line agent, Goldman Sachs and Morgan Stanley, as syndication agents, and the documentation agents named therein.

The Five-Year Credit Agreement provides for revolving credit commitments in an aggregate principal amount of $4.0 billion and is maintained for general corporate purposes. Upon consummation of the Spin-Off, the aggregate revolving credit commitments under the Five-Year Credit Agreement will be automatically reduced to $3.0 billion. Commitments under the Five-Year Credit Agreement can be increased pursuant to the terms of the Five-Year Credit Agreement to an aggregate amount not to exceed (i) $4.5 billion prior to the Spin-Off and (ii) $3.5 billion following the Spin-Off. Revolving credit commitments are available in U.S. dollars, euros, pounds sterling, Japanese yen, Canadian dollars and other currencies agreed by all lenders. The Five-Year Credit Agreement includes a $700 million sublimit for the issuance of multi-currency letters of credit and a $500 million sublimit for swing line advances available in U.S. dollars and euros.

Any amounts borrowed under the Five-Year Credit Agreement are required to be repaid no later than March 6, 2031, unless such date is extended pursuant to the terms of the Five-Year Credit Agreement. U.S. dollar advances under the Five-Year Credit Agreement bear interest at a rate of either (x) term SOFR plus an applicable margin that varies from 0.50% to 1.125% per annum based on Honeywell’s public debt rating for its long-term senior unsecured debt or (y) a base rate, plus an applicable margin 100 basis points less than the applicable margin for term SOFR advances (but not less than zero). Advances in alternative currencies will bear interest at rates based on the applicable benchmark rate for such

currency, plus the margin applicable to term SOFR advances. Honeywell is also required to pay a commitment fee on unused commitments at a rate per annum also determined by reference to such public debt rating.

The obligations under the Five-Year Credit Agreement are senior unsecured obligations of Honeywell. The Five-Year Credit Agreement does not restrict Honeywell’s ability to pay dividends, nor does it contain financial covenants. The Five-Year Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default for investment grade borrowers and financings of this type.

The foregoing description of the Five-Year Credit Agreement is not intended to be complete and is qualified in its entirety by reference to the Five-Year Credit Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Aerospace 364-Day Credit Agreement

On March 6, 2026, Aerospace entered into a 364-Day Credit Agreement (the “Aerospace 364-Day Credit Agreement”) with the banks, financial institutions and other institutional lenders party thereto, Bank of America, as administrative agent, Bank of America, as swing line agent, Goldman Sachs and Morgan Stanley, as syndication agents, and the documentation agents named therein.

The Aerospace 364-Day Credit Agreement provides for revolving credit commitments in an aggregate principal amount of $1.0 billion and is maintained for general corporate purposes. Revolving credit commitments are available in U.S. dollars, euros and other currencies agreed by all lenders. Amounts borrowed under the Aerospace 364-Day Credit Agreement are required to be repaid no later than March 5, 2027, unless (i) Aerospace elects to convert all then outstanding amounts into a term loan, upon which such amounts shall be repaid in full on March 5, 2028 or (ii) the Aerospace 364-Day Credit Agreement is terminated earlier pursuant to its terms.

The revolving credit commitments under the Aerospace 364-Day Credit Agreement are available upon the consummation of the Spin-Off, subject to certain conditions customary for facilities of this type. The obligations under the Aerospace 364-Day Credit Agreement are senior unsecured obligations of Aerospace and are guaranteed on a senior unsecured basis by Honeywell until the Spin-Off is completed. Upon consummation of the Spin-Off, Honeywell will be automatically released from all obligations under its guarantees without any action required on the part of the administrative agent or the lenders thereunder.

U.S. dollar advances under the Aerospace 364-Day Credit Agreement bear interest at a rate of either (x) term SOFR plus an applicable margin that varies from 0.75% to 1.25% per annum based on Aerospace’s public debt rating for its long-term senior unsecured debt or (y) a base rate, plus an applicable margin 100 basis points less than the applicable margin for term SOFR advances (but not less than zero). Advances in alternative currencies will bear interest at rates based on the applicable benchmark rate for such currency, plus the margin applicable to term SOFR advances. Aerospace is also required to pay a commitment fee on unused commitments at a rate per annum also determined by reference to such public debt rating. In addition, Aerospace is required to pay a ticking fee on aggregate commitments from July 1, 2026 until the first date the revolving credit commitments are available to be drawn, at a rate per annum equal to the applicable percentage determined by reference to such public debt rating.

The Aerospace 364-Day Credit Agreement does not restrict Aerospace’s ability to pay dividends, nor does it contain financial covenants. The Aerospace 364-Day Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default for investment grade borrowers and financings of this type. Except for certain affirmative covenants, the affirmative and negative covenants contained in the Aerospace 364-Day Credit Agreement are applicable only after revolving credit commitments are available to be drawn thereunder.

The foregoing description of the Aerospace 364-Day Credit Agreement is not intended to be complete and is qualified in its entirety by reference to the Aerospace 364-Day Credit Agreement, a copy of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Aerospace Five-Year Credit Agreement

On March 6, 2026, Aerospace entered into a Five-Year Credit Agreement (the “Aerospace Five-Year Credit Agreement” and together with the Aerospace 364-Day Credit Agreement, the “Aero Credit Facilities”) with the banks, financial institutions and other institutional lenders party thereto, Bank of America, as administrative agent, Bank of America, as swing line agent, Goldman Sachs and Morgan Stanley, as syndication agents, and the documentation agents named therein.

The Aerospace Five-Year Credit Agreement provides for revolving credit commitments in an aggregate principal amount of $3.0 billion and is maintained for general corporate purposes. Revolving credit commitments are available in U.S. dollars, euros, pounds sterling, Japanese yen, Canadian dollars and other currencies agreed by all lenders. The Aerospace Five-Year Credit Agreement includes a $500 million sublimit for the issuance of multi-currency letters of credit and a $500 million sublimit for swing line advances available in U.S. dollars.

The revolving credit commitments under the Aerospace Five-Year Credit Agreement are available upon the consummation of the Spin-Off, subject to certain conditions customary for facilities of this type. The obligations under the Aerospace Five-Year Credit Agreement are senior unsecured obligations of Aerospace and are guaranteed on a senior unsecured basis by Honeywell until the Spin-Off is completed. Upon consummation of the Spin-Off, Honeywell will be automatically released from all obligations under its guarantees without any action required on the part of the administrative agent or the lenders thereunder.

Any amounts borrowed under the Aerospace Five-Year Credit Agreement are required to be repaid no later than March 6, 2031, unless such date is extended pursuant to the terms of the Aerospace Five-Year Credit Agreement. U.S. dollar advances under the Aerospace Five-Year Credit Agreement bear interest at a rate of either (x) term SOFR plus an applicable margin that varies from 0.75% to 1.25% per annum based on Aerospace’s public debt rating for its long-term senior unsecured debt or (y) a base rate, plus an applicable margin 100 basis points less than the applicable margin for term SOFR advances (but not less than zero). Advances in alternative currencies will bear interest at rates based on the applicable benchmark rate for such currency, plus the margin applicable to term SOFR advances. Aerospace is also required to pay a commitment fee on unused commitments at a rate per annum also determined by reference to such public debt rating. In addition, Aerospace is required to pay a ticking fee on aggregate commitments from July 1, 2026 until the first date the revolving credit commitments are available to be drawn, at a rate per annum equal to the applicable percentage determined by reference to such public debt rating.

The Aerospace Five-Year Credit Agreement does not restrict Aerospace’s ability to pay dividends, nor does it contain financial covenants. The Aerospace Five-Year Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default for investment grade borrowers and financings of this type. Except for certain affirmative covenants, the affirmative and negative covenants contained in the Aerospace Five-Year Credit Agreement are applicable only after revolving credit commitments are available to be drawn thereunder.

The foregoing description of the Aerospace Five-Year Credit Agreement is not intended to be complete and is qualified in its entirety by reference to the Aerospace Five-Year Credit Agreement, a copy of which is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed as part of this report:

Exhibit#		Description
10.1		364-Day Credit Agreement, dated as of March 6, 2026, among Honeywell International Inc., the banks, financial institutions and other institutional lenders parties thereto, Bank of America, N.A., as administrative agent, and Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc., as syndication agents.
4.1		Indenture, dated as of March 16, 2026, between Honeywell Aerospace Inc. and Deutsche Bank Trust Company Americas, as trustee.
10.2		Five-Year Credit Agreement, dated as of March 6, 2026, among Honeywell International Inc., the banks, financial institutions and other institutional lenders parties thereto, Bank of America, N.A., as administrative agent, and Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc., as syndication agents.
4.2		First Supplemental Indenture, dated as of March 16, 2026, between Honeywell Aerospace Inc. and Deutsche Bank Trust Company Americas, as trustee.
99.1		Press Release of Honeywell International Inc. related to the Notes Offering, dated as of March 6, 2026.
4.3		Guarantee Agreement, dated as of March 16, 2026, among Honeywell International Inc., as guarantor, Honeywell Aerospace Inc. and Deutsche Bank Trust Company Americas, as trustee.
99.2		Press Release of Honeywell International Inc. related to the Tender Offers, dated as of March 6, 2026.
99.1		Registration Rights Agreement, dated as of March 16, 2026, among Honeywell Aerospace Inc., and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the initial purchasers.
99.3		364-Day Credit Agreement, dated as of March 6, 2026, among Honeywell Aerospace Inc., the banks, financial institutions and other institutional lenders parties thereto, Bank of America, N.A., as administrative agent, and Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc., as syndication agents.
99.4		Five-Year Credit Agreement, dated as of March 6, 2026, among Honeywell Aerospace Inc., the banks, financial institutions and other institutional lenders parties thereto, Bank of America, N.A., as administrative agent, and Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc., as syndication agents.
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: March 6, 2026

HONEYWELL INTERNATIONAL INC.

Date: March 16, 2026

HONEYWELL INTERNATIONAL INC.

By: /s/ Su Ping Lu

By:

/s/ Su Ping Lu

Name: Su Ping Lu

Name:

Su Ping Lu

Title: Senior Vice President, General Counsel and Corporate Secretary

Title:

Senior Vice President, General Counsel and Corporate Secretary

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