HONEYWELL INTERNATIONAL INC
For the period ended Dec 31, 2025. Filed Feb 17, 2026.
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FY2025 · Filed Feb 17, 2026
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Item 9B. OTHER INFORMATION
EQUITY TRADING ARRANGEMENTS ELECTIONS
Certain executive officers and directors of the Company may execute purchases and sales of the Company's common stock through Rule 10b5-1 and non-Rule 10b5-1 equity trading arrangements. The following table describes 10b5-1 trading arrangements adopted or modified by our executive officers and directors during the three months ended December 31, 2025:
| Name and title | Action | Plan Type | Date of adoption of Rule 10b5-1 trading plan | Scheduled expiration of Rule 10b5-1 trading plan | Aggregate number of securities to be purchased or sold |
|---|---|---|---|---|---|
| Robert D. Mailloux Vice President and Controller | Modification | Rule 10b5-1 | 8/26/2025 | 8/31/2026 | 21,097 stock options and associated sale of shares to cover option exercise costs and tax obligations. |
| Grace LiebleinBoard Member | Adoption | Rule 10b5-1 | 11/24/2025 | 7/7/2026 | 7,777 stock options and associated sale of shares to cover option exercise costs and tax obligations. |
| Ken WestPresident and Chief Executive Officer, ESS | Adoption | Rule 10b5-1 | 11/24/2025 | 3/31/2027 | 3,264 restricted stock units and associated sale of shares to cover tax obligations. |
During the three months ended December 31, 2025, none of our executive officers or directors terminated a "Rule 10b5-1 trading arrangement," or adopted, terminated, or modified any "non-Rule 10b5-1 trading arrangement" (each as defined in Item 408(c) of Regulation S-K).
Adjustment of certain items in our unaudited consolidated financial statements as of and for the year ended December 31, 2025 included within our earnings release for the fourth quarter and full year 2025.
In connection with the ongoing sale process of the Productivity Solutions and Services and Warehouse and Workflow Solutions businesses, the Company continually evaluates information relevant to the financial analysis associated with the sale as it becomes available. Subsequent to the Company's fourth quarter earnings release on January 29, 2026 (the Earnings Release), the Company received incremental information that resulted in additional impairments to goodwill of $436 million and assets held for sale of $35 million, with an offsetting tax benefit of $61 million, in its consolidated financial statements for the year ended December 31, 2025. Therefore, Honeywell’s full-year reported earnings per share from continuing operations was revised to $6.94, net income from continuing operations was revised to $4,468 million, operating income was revised to $5,573 million, and operating margin was revised to 14.9%.
The information set forth below is included for the purpose of providing disclosure under Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers of Form 8-K.
On February 13, 2026, the Board of Directors of Honeywell International Inc. (the Company) approved the appointment of James Currier, age 59, as President and Chief Executive Officer of Honeywell Aerospace Inc., which will become an independent, publicly traded company following its planned spin-off (the Spin-Off) from the Company expected to be completed in the third quarter of 2026. In connection with this appointment, Mr. Currier entered into an offer letter (the Offer Letter) with the Company on February 17, 2026. Effective upon completion of the Spin-Off, Mr. Currier will resign from his position as President and Chief Executive Officer for the Aerospace Technologies segment of the Company to assume his role as President and Chief Executive Officer of Honeywell Aerospace Inc. and will thereafter cease to be an executive officer of the Company.
Mr. Currier has served as the President and CEO of the Company’s Aerospace Technologies business since 2023. Previously, he spent nearly two decades in senior roles across the globe at the Company, including as President of the Electronic Solutions business, President of the Company’s Aftermarket organization across Europe, Middle East, Africa and India, and Vice President of Airlines, North America. Mr. Currier holds a Bachelor of Science degree in Mechanical Engineering from the University of Miami.
124 Honeywell International Inc.
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Under the terms of the Offer Letter, effective upon completion of the Spin-Off, Mr. Currier’s base salary will be adjusted to $1,400,000; his target annual incentive compensation opportunity will be 175% of base salary applied to his earnings after the Spin-Off; and he will be eligible for annual long-term incentive awards with a target grant date value of $13,000,000, which in 2026 will entitle him to receive the difference between this target amount and the value of any long-term incentives granted to him by the Company prior to the completion of the Spin-Off.
The description of the offer letter contained herein is subject to and qualified in its entirety by reference to Exhibit 10.66 to this Annual Report on Form 10-K and is incorporated herein by reference.
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