hona-20260624
0002089271False12/3100020892712026-06-242026-06-24

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 24, 2026
(Date of earliest event reported)
HONEYWELL AEROSPACE INC.
(Exact name of Registrant as specified in its Charter)
Delaware001-4317339-4202057
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
1944 E Sky Harbor Cir N
Phoenix, Arizona
85034
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (800) 601-3099
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 classTrading
Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per shareHONAThe 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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the previously announced plan to distribute all of Honeywell Aerospace Inc.’s (the “Company”) issued and outstanding shares of common stock (“Company Common Stock”) to the holders of record of Honeywell International Inc. (“Honeywell”) common stock as of the close of business on June 15, 2026, the Company filed a certificate of amendment to its Amended and Restated Certificate of Incorporation (the “Split Amendment”) with the Secretary of State of the State of Delaware on June 24, 2026.

The Split Amendment amended Article IV of the Company’s Amended and Restated Certificate of Incorporation to (i) authorize 1,000,000,000 shares of common stock, par value $0.01 per share, as the sole class of capital stock and (ii) effect a recapitalization of the Company’s outstanding common stock, pursuant to which all issued and outstanding shares of Company Common Stock were automatically converted into an aggregate of 316,939,750 shares of Company Common Stock outstanding immediately following the effectiveness of the Split Amendment.

The foregoing description of the Split Amendment is not complete and is subject to, and qualified in its entirety by reference to, the full text thereof, which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.
(d)Exhibits. The following exhibits are being filed as part of this report.
Exhibit NumberDescription
3.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 25, 2026
HONEYWELL AEROSPACE INC.
By:
/s/ Jake Wasserman
Name:Jake Wasserman
Title:Authorized Person

Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
HONEYWELL AEROSPACE INC.
Honeywell Aerospace Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
FIRST: That the board of directors of the Corporation (the “Board”), by the unanimous written consent of its members, duly adopted resolutions proposing and declaring advisable that the amended and restated certificate of incorporation of the Corporation be amended by changing Article IV thereof, so that, as amended, said Article shall read in its entirety as follows:
ARTICLE IV
1.    The Corporation is authorized to issue one class of shares to be designated common stock (the “Common Stock”). The total number of shares of Common Stock the Corporation has authority to issue is one billion (1,000,000,000), with par value of $0.01 per share.
2.    Recapitalization. Effective immediately (such time, the “Recapitalization Time”), the total number of shares of Common Stock issued and outstanding immediately prior to the Recapitalization Time shall, automatically by operation of law and without any further action on the part of the Corporation or any holders of shares of capital stock of the Corporation, be converted into a number of validly issued, fully paid and non-assessable shares of the Corporation’s Common Stock authorized for issuance pursuant to this Amended and Restated Certificate of Incorporation equal to 316,939,750.
SECOND: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL, having been declared advisable by the Board and approved by the written consent of the sole stockholder of the Corporation in accordance with Section 228 of the DGCL.
THIRD: That the aforesaid amendment shall be effective upon the filing hereof.
[Signature page follows]


IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by the undersigned as of this 24th day of June, 2026.
HONEYWELL AEROSPACE INC.
/s/ Jake Wasserman
Name: Jake Wasserman
Title: Secretary