8-K – 2025-12-10 – hon-20251210.htm

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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 – December 10, 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 10, 2025, Honeywell International Inc. (the “Company”) announced that Ms. Indra Nooyi, 70, former Chair and Chief Executive Officer of PepsiCo, Inc., has been appointed, effective January 1, 2026, to serve as an Independent Director on the Company’s Board of Directors. Ms. Nooyi served as Chief Executive Officer of PepsiCo, Inc. from 2006 through 2018 and Chair of its board of directors from 2007 to 2019. Prior to that, she spent five years as President and Chief Financial Officer and was a member of the PepsiCo, Inc., board of directors. Ms. Nooyi currently serves on the board of directors of Amazon, where she chairs the audit committee. She also sits on the supervisory board of Philips where she is a member of the nominating and corporate governance committee.

Ms. Nooyi will stand for election at the Company’s 2026 Annual Meeting of Shareowners. She will receive compensation as a non-employee director in accordance with the Company's previously-disclosed non-employee director compensation practices.

Item 7.01    Regulation FD Disclosure

On December 10, 2025, the Company issued the press release attached hereto as Exhibit 99.1 with respect to the matters set forth in Item 5.02 above.

The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed 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 of Honeywell International Inc., dated December 10 , 2025.

104 Cover Page Interactive Data File (the cover page XBRL tags are 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: December 10, 2025 HONEYWELL INTERNATIONAL INC.  
       
  By:  /s/ Su Ping Lu

  Su Ping Lu
  Senior Vice President, General Counsel and Corporate Secretary