What did Honeywell announce in this 8-K filing?

Honeywell announced that its subsidiary, Honeywell Aerospace Inc., filed a Form 10 registration statement with the SEC in connection with the planned spin-off of its Aerospace business into a separate, publicly traded company. The filing itself is a procedural milestone, and the Form 10 remains subject to change before its effective date.

When and how will the spin-off take place?

Honeywell expects the spin-off to be completed in the third quarter of 2026. Honeywell Aerospace's stock is expected to trade on Nasdaq under the ticker "HONA." The separation is structured to be tax-free to Honeywell shareholders for U.S. federal income tax purposes, except for cash received in lieu of fractional shares.

How large is the Honeywell Aerospace business being spun off?

For 2025, Honeywell Aerospace reported net sales of $17.4 billion, pro forma net income of $1.5 billion, and pro forma Adjusted EBIT of $4.3 billion. Its three segments contributed $6.8 billion (Electronic Solutions), $5.4 billion (Engines & Power Systems), and $5.2 billion (Control Systems) in net sales. Pro forma figures include $202M of incremental standalone costs and do not reflect an additional $68M of estimated corporate costs.

What should investors watch for next?

The key near-term event is the Honeywell Aerospace Investor Day on June 3, 2026, in Phoenix, Arizona, where management plans to discuss its value creation strategy and financial outlook. Investors should also monitor amendments to the Form 10 and updates on capital structure, credit ratings, and the final tax treatment as the spin-off approaches.

Are there any notable items affecting the reported financials?

Yes. Aerospace 2025 net sales were reduced by $312 million due to Flexjet-related litigation, which management treats as unusual and non-recurring. The pro forma EBIT reconciliation also reflects a $373 million Flexjet litigation settlement and $831 million of transaction costs. Investors should review the reconciliation rather than relying on a single non-GAAP metric.

HON 8-K: Regulation FD

01—Abstract

Summary

Summary of the 8-K filed March 3, 2026. Cited figures are marked; the original filing is the authoritative source.

On March 3, 2026, Honeywell International (HON) disclosed that its wholly owned subsidiary, Honeywell Aerospace Inc., filed a Form 10 registration statement with the SEC for the planned spin-off of its Aerospace business into an independent, publicly traded company.

The filing is a significant procedural milestone: Honeywell Aerospace is expected to list on Nasdaq under the ticker "HONA" and complete the separation in the third quarter of 2026, with the transaction structured to be tax-free to Honeywell shareholders for U.S. federal income tax purposes (aside from cash in lieu of fractional shares). The Form 10 is subject to change before its effective date, so the details are not final. The Form 10 presents Honeywell Aerospace as a standalone business with 2025 net sales of $17.4 billion^a, pro forma net income of $1.5 billion, and pro forma Adjusted EBIT of $4.3 billion (about $4,256 million).

The business will be organized into three segments: Electronic Solutions ($6.8B^b), Engines & Power Systems ($5.4B), and Control Systems ($5.2B). Management highlights its positions in commercial air transport, business aviation, and defense and space, along with a record backlog, leading margins, and an investment-grade credit rating. Investors should note that pro forma figures include $202 million of incremental standalone costs (including a $150 million trademark license fee) and exclude an additional $68 million of estimated standalone corporate costs.

Reported 2025 Aerospace net sales were also reduced by $312 million^c due to Flexjet-related litigation, and the pro forma EBIT reconciliation reflects a $373 million Flexjet litigation settlement and $831 million of transaction costs. The key near-term catalyst is the Honeywell Aerospace Investor Day on June 3, 2026, in Phoenix, Arizona, where management is expected to present its value creation strategy, financial model, and outlook.

Investors should watch that event, subsequent amendments to the Form 10, and the final capital structure, credit ratings, and tax treatment as the spin-off approaches. Because this filing is a preliminary milestone and the stated forward-looking plans remain subject to change, it should be treated as a roadmap rather than a final commitment.

02—Key points

Key Highlights

Honeywell filed a Form 10 registration statement for the spin-off of Honeywell Aerospace, targeting an independent Nasdaq listing under the ticker "HONA" in the third quarter of 2026.
Honeywell Aerospace reported 2025 net sales of $17.4 billion, pro forma net income of $1.5 billion, and pro forma Adjusted EBIT of $4.3 billion.
The Aerospace business will operate three segments: Electronic Solutions ($6.8B), Engines & Power Systems ($5.4B), and Control Systems ($5.2B) in 2025 net sales.
The spin-off is intended to be tax-free to Honeywell shareholders for U.S. federal income tax purposes, excluding cash paid in lieu of fractional shares.
Pro forma EBIT includes $202M of incremental standalone costs (including a $150M trademark license) but excludes $68M of further estimated standalone corporate costs, a potential headwind to reported profitability.
2025 results were affected by Flexjet-related litigation, which reduced Aerospace net sales by $312M and drove a $373M settlement charge in the EBIT reconciliation.
Honeywell Aerospace will hold an Investor Day on June 3, 2026, in Phoenix, Arizona, to outline its strategy, growth prospects, and financial model.

03—Questions

Frequently Asked Questions

What did Honeywell announce in this 8-K filing?
Honeywell announced that its subsidiary, Honeywell Aerospace Inc., filed a Form 10 registration statement with the SEC in connection with the planned spin-off of its Aerospace business into a separate, publicly traded company. The filing itself is a procedural milestone, and the Form 10 remains subject to change before its effective date.
When and how will the spin-off take place?
Honeywell expects the spin-off to be completed in the third quarter of 2026. Honeywell Aerospace's stock is expected to trade on Nasdaq under the ticker "HONA." The separation is structured to be tax-free to Honeywell shareholders for U.S. federal income tax purposes, except for cash received in lieu of fractional shares.
How large is the Honeywell Aerospace business being spun off?
For 2025, Honeywell Aerospace reported net sales of $17.4 billion, pro forma net income of $1.5 billion, and pro forma Adjusted EBIT of $4.3 billion. Its three segments contributed $6.8 billion (Electronic Solutions), $5.4 billion (Engines & Power Systems), and $5.2 billion (Control Systems) in net sales. Pro forma figures include $202M of incremental standalone costs and do not reflect an additional $68M of estimated corporate costs.
What should investors watch for next?
The key near-term event is the Honeywell Aerospace Investor Day on June 3, 2026, in Phoenix, Arizona, where management plans to discuss its value creation strategy and financial outlook. Investors should also monitor amendments to the Form 10 and updates on capital structure, credit ratings, and the final tax treatment as the spin-off approaches.
Are there any notable items affecting the reported financials?
Yes. Aerospace 2025 net sales were reduced by $312 million due to Flexjet-related litigation, which management treats as unusual and non-recurring. The pro forma EBIT reconciliation also reflects a $373 million Flexjet litigation settlement and $831 million of transaction costs. Investors should review the reconciliation rather than relying on a single non-GAAP metric.

04—Continue

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