HONEYWELL INTERNATIONAL INC

In our Quarterly Report on Form 10-Q for the second quarter of 2026, we updated our risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2025 to reflect risks for Honeywell Technologies following completion of the Aerospace Spin-Off on June 29, 2026. Other than as noted below, there have been no material changes to our Risk Factors presented in our Quarterly Report on Form 10-Q for the second quarter of 2026 under the section titled Risk Factors.

We may be unable to successfully execute or effectively integrate acquisitions, and divestitures may not occur as planned.

We regularly review our portfolio of businesses and pursue growth through acquisitions and seek to divest non-core businesses. We may not be able to complete transactions on favorable terms, on a timely basis, or at all. In addition, our results of operations and cash flows may be adversely impacted by (i) the failure of acquired businesses to meet or exceed expected returns, including risk of impairment; (ii) the failure to integrate multiple acquired businesses into Honeywell Technologies simultaneously and on schedule and/or to achieve expected synergies; (iii) the inability to dispose of non-core assets and businesses on satisfactory terms and conditions; and (iv) the discovery of unanticipated liabilities, labor relations difficulties, cybersecurity concerns, compliance issues, or other problems in acquired businesses for which we lack contractual protections, insurance or indemnities, or, with regard to divested businesses, claims by purchasers to whom we have provided contractual indemnification.

We divested a number of businesses, including as part of spin-offs. With respect to some of these former businesses, we contractually agreed to indemnify the counterparties against, or otherwise retain, certain liabilities, including, certain lawsuits, product liability claims, and environmental matters. In addition, in some cases the counterparties to our divestitures or spun-off businesses agreed to indemnify us or assume certain liabilities relating to those divestitures. By virtue of these contractual indemnifications and liability arrangements, we could be exposed to liabilities arising out of these divestitures. Also, there can be no assurance that the indemnity or assumption of liability by the counterparties will be sufficient to protect us against the full amount of liabilities that were indemnified or assumed, or that a counterparty will be able to fully satisfy its obligations. Third parties could seek to hold us responsible for any of the liabilities that a counterparty agreed to assume. Even if we ultimately succeed in recovering any amounts for which we were initially held liable, we may be temporarily required to bear these losses ourselves.