8-KRegulation FDOther EventsExhibits & Filings

HONEYWELL INTERNATIONAL INC 8-K Report, Regulation FD Disclosure (Oct 1, 2025)

Filed October 1, 2025For Securities:HONHONIV

Summary

Honeywell International Inc. (HON) has filed an 8-K report detailing significant progress towards the spin-off of its Advanced Materials business, which will operate as a new independent entity named Solstice Advanced Materials Inc. The company's board has approved a record date of October 17, 2025, for the pro rata distribution of Solstice shares to Honeywell shareholders. Shareholders will receive one share of Solstice for every four shares of Honeywell held on the record date. The distribution is expected to be effective by October 30, 2025. In parallel, Solstice has successfully raised $1 billion through the issuance of 5.625% Senior Notes due 2033, sold in private placements. The proceeds from these notes are currently held in escrow, contingent upon the satisfaction of spin-off conditions. This move signals a crucial step in the financial separation of the two entities and establishes Solstice's independent capital structure.

Key Highlights

  • 1Honeywell's board has approved the record date of October 17, 2025, for the spin-off of its Advanced Materials business.
  • 2The spin-off will result in a new independent company, Solstice Advanced Materials Inc.
  • 3Honeywell shareholders will receive one share of Solstice for every four shares of Honeywell held on the record date.
  • 4The spin-off is anticipated to be effective on October 30, 2025.
  • 5Solstice has issued $1 billion in 5.625% Senior Notes due 2033.
  • 6Proceeds from the Solstice notes are held in escrow, subject to spin-off completion by March 31, 2026.
  • 7The spin-off process is subject to various conditions, with potential impacts on Honeywell and Solstice noted.

Frequently Asked Questions

Honeywell shareholders will receive one share of Solstice Advanced Materials Inc. common stock for every four shares of Honeywell International Inc. common stock they hold as of the close of business on October 17, 2025.

The distribution of Solstice shares to eligible Honeywell shareholders is expected to be effective at 12:01 a.m. New York City time on October 30, 2025.

Solstice issued $1 billion in 5.625% Senior Notes due 2033 to fund its operations and capital structure as it prepares to become an independent entity. The proceeds are currently held in escrow and will be released upon the satisfaction of certain conditions related to the spin-off.

If the conditions for the spin-off and certain other escrow release conditions are not met by March 31, 2026, the $1 billion Senior Notes issued by Solstice will be redeemed at 100% of their principal amount plus accrued interest.