HONEYWELL INTERNATIONAL INC

GENERAL

If the Reverse Stock Split Amendment is approved, there will be no impact on shareowners until the Board determines to implement the Reverse Stock Split. In order to implement the Reverse Stock Split Amendment, the Company would file the Certificate of Amendment with the Delaware Secretary of State, which would be effective immediately or at such time as the Company may specify at the time of filing (referred to as the “Effective Time”).

As a result of the Reverse Stock Split, the outstanding shares of Honeywell common stock will be combined at a ratio of

1-for-2 (referred to as the “Split Ratio”). However, no fractional shares of Honeywell common stock will be issued as a result of the Reverse Stock Split, and instead, any shareowner who would have been entitled to receive a fractional share as a result of the Reverse Stock Split will instead receive a cash payment in lieu of such fractional share, as described below.

If the Reverse Stock Split is implemented, shareowners of Honeywell common stock will own a smaller number of shares than they currently own. The Reverse Stock Split would affect all the Company’s shareowners uniformly and would not affect any shareowner’s percentage ownership interest or proportionate voting power, except for the cash out of fractional shares of common stock.

The following table contains approximate information, based on share information as of March 28, 2026, relating to Honeywell’s outstanding common stock based on the Split Ratio and information regarding our authorized shares assuming that the Reverse Stock Split Amendment is approved and the Reverse Stock Split and the Authorized Share Reduction are implemented:

ANTICIPATED IMPACT ON DIVIDENDS

The Board has not yet determined the Company’s dividend policy following the separation of Honeywell Aerospace but does not currently anticipate that the Reverse Stock Split will result in a change to the total value of the quarterly dividend that shareowners receive. Although the Board reserves the right to change the Company’s dividend policy in the future, all other things being equal, we currently anticipate that the per share dividend paid after the Reverse Stock Split will be proportionately adjusted to reflect the Split Ratio.

EFFECT ON EQUITY COMPENSATION ARRANGEMENTS

If the Reverse Stock Split is implemented:

•The per share exercise price or purchase price of any outstanding stock options or other stock purchase rights would be increased proportionately, and the number of shares issuable under outstanding stock options, restricted stock units, performance stock units and all other outstanding equity-based awards would be reduced proportionately;

•the number of shares of Honeywell common stock authorized for future issuance under our equity plans would be proportionately reduced and other similar adjustments would be made under the equity plans to reflect the Reverse Stock Split; and

•with respect to performance goals applicable to outstanding performance-based equity awards that relate to Honeywell’s total shareholder return, actual performance results will be proportionately adjusted to reflect the Reverse Stock Split.

FRACTIONAL SHARES

We do not plan to issue fractional shares in connection with the Reverse Stock Split. As soon as practicable after the Effective Time, Honeywell’s transfer agent will aggregate such fractional shares into whole shares and sell the whole shares at the then-prevailing trading prices in the open market on behalf of those shareowners who would otherwise be entitled to receive a fractional share, and after Honeywell’s transfer agent’s completion of such sale, such shareowners will receive a cash payment (without interest or deduction) from Honeywell’s transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale and, where shares are held in certificated form, upon the surrender of such shareowners’ stock certificates.

CONTINUED SEC REPORTING REQUIREMENTS AND STOCK LISTING

After the Effective Time, the Company would continue to be subject to periodic reporting and other requirements of the Exchange Act, and Honeywell’s common stock would continue to be listed on the Nasdaq under the symbol “HON”.

NEW CUSIP NUMBER

After the Effective Time, the post-Reverse Stock Split shares of Honeywell’s common stock would have a new CUSIP number, which is a number used to identify the Company’s equity securities. Stock certificates issued before the Reverse Stock Split will reflect the older CUSIP number and should be returned to the Company’s transfer agent by following the procedures described below under “Holders of Certificated Shares of Honeywell Common Stock.”

HOLDERS OF CERTIFICATED SHARES OF HONEYWELL COMMON STOCK

If any shareowner’s shares of Honeywell common stock are held in certificated form, that shareowner will receive a transmittal letter from the Company’s transfer agent as soon as practicable after the Effective Time. The transmittal letter will be accompanied by instructions specifying how the shareowner may exchange its certificates representing the pre-Reverse Stock Split shares of Honeywell common stock for a statement of holding (as described below). When a shareowner submits its stock certificates, the post-Reverse Stock Split shares of Honeywell common stock will be held electronically in book-entry form. This means that, instead of receiving a new stock certificate, that shareowner will receive a statement of holding that indicates the number of post-Reverse Stock Split shares of Honeywell common stock held in book-entry form. The Company will no longer issue physical stock certificates, unless a stock certificate is specifically requested by a shareowner in accordance with the Company’s By-laws. Beginning at the Effective Time, each stock certificate representing pre-Reverse Stock Split shares will be deemed to evidence ownership of post-Reverse Stock Split shares. Shareowners will need to exchange their stock certificates in order to effect transfers of shares. If a stock certificate bears a restrictive legend, the registered shares in book-entry form will bear the same restrictive legend.

Shareowners should not destroy any stock certificate(s) and should not submit any stock certificate(s) until requested to do so.

EFFECT ON REGISTERED BOOK-ENTRY HOLDERS OF HONEYWELL COMMON STOCK

Registered holders of shares of Honeywell common stock may hold some or all of their shares electronically in book-entry form under the direct registration system for the securities. Those shareowners do not have stock certificates evidencing their ownership of shares of Honeywell common stock, but generally have a statement reflecting the number of shares registered in their accounts.

Shareowners that hold registered shares of Honeywell common stock in book-entry form do not need to take any action to receive post-Reverse Stock Split shares. Any such shareowner that is entitled to post-Reverse Stock Split shares of Honeywell common stock will automatically receive, at the shareowner’s address of record, a transaction statement indicating the number of post-Reverse Stock Split shares held following the implementation of the Reverse Stock Split.

EFFECT ON REGISTERED AND BENEFICIAL HOLDERS OF HONEYWELL COMMON STOCK

After the Effective Time, shares of Honeywell common stock held by shareowners that hold their shares through a broker or other nominee will be treated in the same manner as shares held by registered shareowners that hold their shares in their names. Brokers and other nominees that hold shares of Honeywell common stock will be instructed to effect the Reverse Stock Split for the beneficial owners of such shares. However, those brokers or other nominees may implement different procedures than those to be followed by registered shareowners for processing the Reverse Stock Split, particularly with respect to the treatment of fractional shares. Shareowners whose shares of Honeywell common stock are held in the name of a broker or other nominee are encouraged to contact their broker or other nominee with any questions regarding the procedure of implementing the Reverse Stock Split with respect to their shares.

REQUIRED VOTE

The Reverse Stock Split Proposal will be approved by shareowners if the votes cast "FOR" the proposal represent a majority of the total votes cast by shareowners on such proposal. Abstentions will not be counted toward the tabulation of votes cast on the proposal, and accordingly will have no effect on the number of total votes that are counted as "FOR" or "AGAINST" such proposal.

NO IMPACT ON PREFERRED STOCK

The Reverse Stock Split Amendment does not change the number of outstanding or authorized shares of Honeywell’s preferred stock, without par value, or change the par value of such preferred stock.

ACCOUNTING CONSEQUENCES

The Reverse Stock Split Amendment will not affect the common stock capital account on the Company’s balance sheet and the par value of Honeywell common stock will remain unchanged. The stated capital component, which consists of the par value per share of Honeywell common stock multiplied by the aggregate number of shares of Honeywell common stock issued and outstanding, will be reduced in proportion to the size of the Reverse Stock Split, subject to a minor adjustment in respect of the treatment of fractional shares, and the additional paid-in capital account will be increased by the amount by which the stated capital is reduced. Shareowners’ equity, in the aggregate, will remain unchanged. As a result of the Reverse Stock Split, reported per share net earnings or loss and other per share of Honeywell common stock amounts will increase because there will be fewer shares of Honeywell common stock outstanding. In future financial statements, per share net earnings or loss and other per share of Honeywell common stock amounts for periods ending before the Effective Time will be adjusted to give retroactive effect to the Reverse Stock Split.

HOW LONG THE AUTHORIZATION TO EFFECTUATE A REVERSE STOCK SPLIT WILL LAST

Upon receiving shareowner approval of the Reverse Stock Split Amendment, the Board will have the authority, but not the obligation, at any time prior to the one-year anniversary of the Annual Meeting, to determine whether to effectuate the Reverse Stock Split and the Authorized Share Reduction.

The Board (or any authorized committee thereof) reserves the right to elect to abandon the Reverse Stock Split Amendment, even if shareowner approval has been obtained, if it determines in its discretion that the Reverse Stock Split and Authorized Share Reduction are no longer in the best interest of the Company and its shareowners. By voting in favor of the approval of the Reverse Stock Split Amendment, each shareowner is expressly also authorizing the Board to determine not to proceed with and to abandon the Reverse Stock Split Amendment if it should so decide.

If the Certificate of Amendment effecting the Reverse Stock Split Amendment has not been filed with the Delaware Secretary of State prior to the one-year anniversary of the Annual Meeting, then the Reverse Stock Split Amendment will be automatically abandoned.

NO DISSENTERS’ RIGHTS OF APPRAISAL

Under Delaware law, shareowners of Honeywell common stock will not be entitled to dissenters’ rights in connection with the Reverse Stock Split Amendment.

NO GOING PRIVATE TRANSACTION

Notwithstanding the decrease in the number of outstanding shares following the proposed Reverse Stock Split Amendment, our Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act. Implementing the Reverse Stock Split would not be reasonably likely result in, and would not have a purpose to, produce a “going private” effect.

INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS

Certain of our officers and directors have an interest in the Reverse Stock Split Proposal as a result of their ownership of shares of Honeywell common stock. However, we do not believe that our officers or directors have interests in this proposal that are different than or greater than those of any of our other shareowners.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT

The following is a summary of material U.S. federal income tax consequences of the Reverse Stock Split to holders of Honeywell common stock. This summary is based on the provisions of the Internal Revenue Code, U.S. Treasury regulations, administrative rulings and judicial decisions, all as in effect on the date hereof, and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth below.

We have not sought and will not seek an opinion of counsel or ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

This summary is limited to holders of Honeywell common stock that are U.S. holders, as defined below, and that hold Honeywell common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code (generally, property held for investment).

This summary is for general information only and does not address all U.S. federal income tax considerations that may be applicable to a holder’s particular circumstances or to holders that may be subject to special treatment under U.S. federal income tax rules, such as, without limitation, brokers and dealers in securities, currencies or commodities, banks and financial institutions, regulated investment companies, real estate investment trusts, tax-exempt entities, governmental organizations, traders in securities that elect to use a mark-to-market method of accounting for their securities, certain former citizens or long-term residents of the United States, insurance companies, persons holding shares of Honeywell common stock as part of a hedging, integrated, or conversion transaction or a straddle or persons deemed to sell shares of Honeywell common stock under the constructive sale provisions of the Internal Revenue Code, persons that actually or constructively hold more than 5% of Honeywell common stock, persons that hold Honeywell common stock in an individual retirement account, 401(k) plan or similar tax-favored account, holders who acquired Honeywell common stock upon the exercise of employee stock

options or otherwise as compensation, holders whose functional currency is not the U.S. dollar, or partnerships or other pass-through entities for U.S. federal income tax purposes and investors in such entities. This summary does not address any U.S. federal tax consequences other than U.S. federal income tax consequences (such as estate or gift tax consequences), the Medicare tax on net investment income, any alternative minimum tax or any U.S. state, local or foreign tax consequences.

For purposes of this summary, a “U.S. holder” means a beneficial owner of Honeywell common stock that is, for U.S. federal income tax purposes:

•an individual who is a citizen or resident of the United States;

•a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•a trust if (1) it is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If an entity (or arrangement) classified as a partnership for U.S. federal income tax purposes holds shares of Honeywell common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Holders of Honeywell common stock that are partnerships and partners in such partnerships should consult their tax advisors as to the tax consequences to them of the Reverse Stock Split.

This summary of certain U.S. federal income tax consequences is for general information only and is not tax advice. Holders of Honeywell common stock should consult their tax advisor with respect to the application of United States federal income tax laws to their particular situation as well as any tax considerations arising under other United States federal tax laws (such as the estate or gift tax laws) or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

The Reverse Stock Split is intended to qualify as a tax-free recapitalization for U.S. federal income tax purposes. Assuming the Reverse Stock Split qualifies as a recapitalization, except as described below with respect to cash received in lieu of a fractional share, a U.S. holder will not recognize any gain or loss for U.S. federal income tax purposes upon the Reverse Stock Split. In the aggregate, a U.S. holder’s tax basis in the Honeywell common stock received pursuant to the Reverse Stock Split (excluding the portion of the tax basis that is allocable to any fractional share) will equal the U.S. holder’s tax basis in its Honeywell common stock surrendered in the Reverse Stock Split in exchange therefor, and the holding period of the U.S. holder’s Honeywell common stock received pursuant to the Reverse Stock Split will include the holding period of the Honeywell common stock surrendered in the Reverse Stock Split in exchange therefor.

In general, a U.S. holder who receives cash in lieu of a fractional share will recognize capital gain or loss equal to the difference between the amount of cash received in lieu of the fractional share and the portion of the U.S. holder’s tax basis of the Honeywell common stock surrendered in the Reverse Stock Split that is allocable to the fractional share. Such gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period in its Honeywell common stock surrendered in the Reverse Stock Split is more than one year as of the date of the Reverse Stock Split. The deductibility of capital losses is subject to limitations.

U.S. holders that acquired different blocks of Honeywell common stock at different times or different prices should consult their tax advisors regarding the determination of the tax basis and holding period of shares of Honeywell common stock that they hold following the Reverse Stock Split.

Information returns generally will be required to be filed with the IRS with respect to the payment of cash in lieu of a fractional share made pursuant to the Reverse Stock Split unless such U.S. holder is an exempt recipient and timely and properly establishes the exemption. In addition, payments of cash in lieu of a fractional share made pursuant to the Reverse Stock Split may, under certain circumstances, be subject to backup withholding, unless a U.S. holder timely provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with the applicable requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules are not additional tax and may be refunded or credited against the U.S. holder’s U.S. federal income tax liability, provided that the U.S. holder timely furnishes the required information to the IRS.