DEF 14A of Honeywell International Inc, Apr 10, 2026

DEF 14A of Honeywell International Inc

Filed Apr 10, 2026 · FY20250000773840-26-000029

Open on EDGAR

  1. LETTER FROM THE LEAD DIRECTOR

    LETTER FROM THE LEAD DIRECTOR

  2. LETTER FROM THE LEAD DIRECTOR

    | DEAR SHAREOWNERS, 2025 marked a pivotal year for Honeywell. Over the past 12 months, the Company has made exceptional progress toward its separation into three industry-leading public companies: Honeywell; Honeywell Aerospace; and Solstice Advanced Materials. Each business is positioned to execute focused strategies, harness powerful secular trends and deliver sustainable long-term value for our shareowners. | William S. Ayer Lead Director | | As I conclude my tenure as Honeywell’s independent Lead Director, I am struck by the tremendous progress the Company made this past year through its disciplined focus on portfolio transformation, operational excellence and strategic capital deployment. We reached a major milestone in October, when the Board formally approved the spin-off of Solstice Advanced Materials, which began trading on Nasdaq on October 30 under the ticker “SOLS.” Throughout the year, Honeywell also continued to steer its Aerospace Technologies and Automation businesses toward separation, and we expect to complete that change in third quarter of 2026. In preparation, the Company announced that Jim Currier will serve as President and Chief Executive Officer of Honeywell Aerospace, which will become one of the world’s largest publicly-listed, pure-play aerospace and defense companies. In addition, Craig Arnold, the retired Chairman and Chief Executive Officer of Eaton who joined our Board as an independent director in 2025, will serve as independent Chairman of the Honeywell Aerospace Board. I am highly confident in the strategic leadership and strong governance mindset both will bring to Honeywell Aerospace as it enters its next chapter. In parallel, the Company has established the leadership team for Honeywell, which will emerge from the separation as the global leader of the industrial world's transition from automation to autonomy. Vimal Kapur will continue to serve as Honeywell's Chairman and CEO, supported by a seasoned team of senior leaders who will shape the future of each of the three automation business segments: Building Automation; Industrial Automation; and Process Automation and Technology. The Board is confident that, under Vimal’s leadership, Honeywell will be positioned to thrive as it helps customers lead the journey to a more connected, autonomous future. In addition to Craig Arnold, we welcomed two exceptional new directors to the Board since our 2025 Annual Meeting: •Indra K. Nooyi, former Chair and Chief Executive Officer of PepsiCo, who joined the Board on January 1, 2026 and brings unparalleled operational, financial and global leadership experience; and •Marc Steinberg, a Partner at Elliott Investment Management, L.P., who joined the Board on May 31, 2025 and offers deep expertise in capital markets, M&A and capital allocation. Following his re-election to the Board in 2026, Michael W. Lamach will become our independent Lead Director when my term ends at the annual meeting. Mike is incredibly well-suited for the role at this transformative time, given his prior experience serving as Chairman and CEO of Trane Technologies as it executed its separation from Ingersoll-Rand. His significant experience driving long-term growth, sustainable value creation and innovation has already been a valuable asset to the Board and will serve us well moving forward. Together, these appointments further strengthen the Board’s breadth of perspectives and will be instrumental as Honeywell prepares for its next chapter. In parallel, I would like to take this opportunity to also recognize Kevin Burke for his long and distinguished service on Honeywell's Board. It has been an honor and pleasure to work with him during my entire tenure on the Board, and I wish him every success in the next stage of his journey. As Honeywell continues its transformation, the Board remains highly confident in the path ahead. Guided by Vimal’s continued leadership, 2026 will be a defining year that shapes the long-term growth trajectories of both Honeywell and Honeywell Aerospace so that each can thrive independently. In closing, I am honored to have had the privilege of serving as Lead Director these past two years, and, on behalf of the Board, I want to thank you for your continued confidence and investment in Honeywell during this exciting and transformative period. Sincerely, William S. Ayer Lead Director | |

  3. LETTER FROM THE LEAD DIRECTOR

    | 2026 NOTICE AND PROXY STATEMENT | | | 1 |

  4. TABLE OF CONTENTS

    | | EXECUTIVE COMPENSATION TABLES | 86 | | | Summary Compensation Table | 86 | | | Other Compensation Tables | 89 | | | CEO Pay Ratio | 103 | | | Pay Versus Performance | 104 | | | PROPOSAL 3: APPROVAL OF INDEPENDENT ACCOUNTANTS | 108 | | | Independent Accounting Firm Fees | 108 | | | Non-Audit Services | 108 | | | Audit Committee Report | 109 | | | PROPOSAL 4: REVERSE STOCK SPLIT PROPOSAL | 110 | | | Reasons for the Board's Recommendation | 110 | | | Effects of the Reverse Stock Split Amendment | 111 | | | PROPOSAL 5: SHAREOWNER PROPOSAL — SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT | 116 | | | Board Recommendation – Proposal 5 | 117 | | | ADDITIONAL INFORMATION | 119 | | | Other Business | 119 | | | Certain Relationships and Related Transactions | 119 | | | Virtual Annual Meeting | 120 | | | Notice and Access | 121 | | | Stock Ownership Information | 121 | | | Voting Procedures | 123 | | | Shareowner Proposals and Board Nominees | 125 | | | Where Shareowners Can Find More Information | 126 | | | APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | 129 | | | APPENDIX B: CERTIFICATE OF AMENDMENT | 137 | | | RECENT AWARDS | 138 |

  5. NOMINEES FOR ELECTION

    NOMINEES FOR ELECTION

  6. NOMINEES FOR ELECTION

    | VIMAL KAPUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER, HONEYWELL INTERNATIONAL INC. | | | | | | | BACKGROUND •Chief Executive Officer of Honeywell International Inc. since June 2023 and Chairman of the Board since June 2024. Elected to the Company's Board of Directors in March 2023. •Served as President and Chief Operating Officer of the Company from July 2022 until June 2023. •Served as President and CEO of Honeywell Performance Materials and Technologies (PMT) from July 2021 to October 2022. •Served as President and CEO of Honeywell Building Technologies from May 2018 to July 2021. •Served as President of Honeywell Process Solutions (HPS) from May 2014 to May 2018. •Joined Honeywell in 1989 and has held multiple leadership roles, including Vice President and General Manager of HPS' Advanced Solutions business and Managing Director for Honeywell Automation India Limited. | | Years of Service: 3 Age: 60 OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS:(1) •None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Deep knowledge of Honeywell's operating system, end markets, and customer needs gained through leadership across multiple business models, industries, regions, and business cycles during his more than 35-year tenure. •Demonstrated ability to drive key sustainability and digitalization initiatives and operational execution, while advancing the Honeywell Accelerator operating system. •Uniquely capable to drive Honeywell's sustainability-oriented innovation and solidify Honeywell's position to lead in the energy transition. •Demonstrated ability to deliver financial results as a leader across a wide range of business models, technologies, geographies, and customers. •Strategic leadership skills necessary to evolve business strategies amidst highly dynamic environments across Honeywell's diverse business portfolio. |

  7. NOMINEES FOR ELECTION

    (1)Excludes the boards of Honeywell's consolidated subsidiaries.

  8. NOMINEES FOR ELECTION

    | DUNCAN B. ANGOVE CHIEF EXECUTIVE OFFICER, BLUE YONDER GROUP, INC. | | | | | | | BACKGROUND •Chief Executive Officer of Blue Yonder Group, Inc., a provider of digital supply chain and omnichannel commerce fulfillment cloud software, since July 2022. •Served as Managing Partner of Arcspring LLC, a next-generation private equity firm that combines capital, technology, operational expertise, and design-thinking to unlock exponential growth, from 2019 to July 2022. •Served as President of Infor, Inc., a provider of enterprise software and a strategic technology partner for more than 90,000 organizations worldwide, from 2010 to 2018. •Served as Senior Vice President and General Manager of the Retail Global Business Unit of Oracle Corporation, a global technology provider of enterprise software, hardware, and services, from 2005 to 2010. •Joined Oracle through its acquisition of Retek Inc., then a publicly traded provider of software solutions and services to the retail industry, where he served in various roles of increasing responsibility from 1997 until 2005. | | Years of Service: 8 Age: 59 COMMITTEES: •Corporate Governance and Responsibility •Management Development and Compensation OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Senior technology industry leader with global operating experience, including in software and digital transformation, and skilled at driving value creation. •Deep understanding of the trends across enterprise cloud, infrastructure software, digital, and the Internet of Things, and the corresponding risks, including cybersecurity and data privacy compliance. •Extensive experience in corporate strategy, mergers and acquisitions, sales, marketing, and business and product development. |

  9. NOMINEES FOR ELECTION

    | 2026 NOTICE AND PROXY STATEMENT | | | 21 |

  10. NOMINEES FOR ELECTION

    | CRAIG ARNOLD FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER, EATON CORPORATION | | | | | | | BACKGROUND •Former Chairman of the Board of Directors of Eaton Corporation plc and Chief Executive Officer of Eaton Corporation, a global intelligent power management company. •Joined Eaton Corporation in 2000, where he served in a variety of roles, including as the President and Chief Operating Officer from September 2015 to June 2016 and as Vice Chairman and Chief Operating Officer of the Industrial Sector from February 2009 to August 2015. •Previously worked for General Electric Company, a diversified industrial corporation, where he held roles across the Appliances, Plastics and Lighting businesses. •Serves as a director of the United Way of Greater Cleveland and the Salvation Army of Greater Cleveland. •Graduated from California State University, San Bernardino with a bachelor’s degree, and obtained a Master of Business Administration from Pepperdine University. | | Years of Service: 0 Age: 65 COMMITTEES: •Corporate Governance and Responsibility OTHER CURRENT PUBLIC COMPANY BOARDS: •Medtronic plc •The Procter & Gamble Company •KKR & Co., Inc. PAST PUBLIC COMPANY BOARDS: •Eaton Corporation •Covidien plc | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive leadership, strategy and risk management experience and expertise across aerospace and industrial operations from more than 40 years at Eaton Corporation and General Electric, including as a senior executive. •Meaningful insights into constructive disruption across markets and product portfolios, having led global businesses in technology and innovation-focused industries. •A deep track record of delivering transformational results and driving continuous improvement. •Strong corporate governance acumen and financial oversight skills from service on multiple public boards, including as independent lead director of Medtronic plc. |

  11. NOMINEES FOR ELECTION

    | WILLIAM S. AYER RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER, ALASKA AIR GROUP, INC. | | | | | | | BACKGROUND •Retired Chairman and Chief Executive Officer of Alaska Air Group, Inc. (Alaska Air Group), the parent company of Alaska Airlines and its sister carrier, Horizon Air. •Served as Chief Executive Officer of Alaska Air Group and its subsidiaries through 2012, and as Chairman through 2013. •A veteran of more than three decades in aviation, he began his career with Horizon Air in 1982, where he held a variety of marketing and operations positions. •Joined Alaska Airlines in 1995 as Vice President of Marketing and Planning, and subsequently held the posts of Senior Vice President, Chief Operating Officer, and President. Became Alaska Air Group’s Chief Executive Officer in 2002, and, in May 2003, he was appointed Chairman. •Previously served on the Board of Directors of the Seattle Branch of the Federal Reserve Bank of San Francisco. | | Years of Service: 11 Age: 71 COMMITTEES(1): •None OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •Alaska Air Group, Inc. •Puget Sound Energy, Inc. and Puget Energy, Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Deep aerospace industry knowledge as well as experience in sales, marketing, and operations (including automation of the airline industry's first customer-facing self-service tools) through his three decades of leadership roles at Alaska Air Group. •Proven leadership skills in developing a business enterprise that can deliver long-term, sustained excellence based on a management style that includes a relentless focus on the customer, continuous improvement, and building a culture of safety, innovation, and sustainability. •Understanding of the U.S. public utility industry and the development of large-scale wind energy and LNG projects supported through his service as a director and chair of the Board of Directors of Puget Energy. |

  12. NOMINEES FOR ELECTION

    | 22 | | | 2026 NOTICE AND PROXY STATEMENT |

  13. NOMINEES FOR ELECTION

    | D. SCOTT DAVIS RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER, UNITED PARCEL SERVICE, INC. | | | | | | | BACKGROUND •Joined United Parcel Service, Inc. (UPS), a leading global provider of package delivery, specialized transportation, and logistics services, in 1986. •Served as the non-Executive Chairman of UPS from September 2014 until May 2016 and as Chairman and Chief Executive Officer from January 2008 to September 2014. •Served as Vice Chairman starting December 2006 and as Senior Vice President, Chief Financial Officer, and Treasurer starting January 2001 prior to serving as Chairman and Chief Executive Officer. •Previously held various leadership positions at UPS, primarily in finance and accounting. •Served a critical role in helping UPS to reinvent itself into a technology company. •Chief Executive Officer of II Morrow Inc., a technology company and developer of general aviation and marine navigation instruments, prior to joining UPS. •A Certified Public Accountant. •Served on the Board of Directors of the Federal Reserve Bank of Atlanta from 2003 through 2009, and served as Chairman in 2009. | | Years of Service: 20 Age: 74 COMMITTEES: •Audit •Corporate Governance and Responsibility (Chair) OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •United Parcel Service, Inc. •EndoChoice Holdings, Inc. •Johnson & Johnson | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Significant expertise in management, strategy, finance, and operations gained over 25 years at UPS, which during his tenure operated one of the largest aircraft fleets and was at the forefront of using alternative energy for its vehicle fleet. •Financial management expertise, including reporting, accounting, and controls. •Strong banking experience and a deep understanding of public policy and global economic indicators. •Extensive experience in the global transportation and logistics services industry. •In-depth understanding of technology and software solutions that support automated and web-based shipping, tracking, and specialized transportation logistics. |

  14. NOMINEES FOR ELECTION

    | DEBORAH FLINT PRESIDENT AND CHIEF EXECUTIVE OFFICER, GREATER TORONTO AIRPORTS AUTHORITY | | | | | | | BACKGROUND •President and Chief Executive Officer of the Greater Toronto Airports Authority since April 2020. •Served as Chief Executive Officer of Los Angeles World Airports (LAWA) from June 2015 to March 2020, and had previously held roles of increasing responsibility at the Port of Oakland for 23 years. •Currently serves as a director on the Airport Council International World Board and is the Board Chair of the World Standing Safety and Technical Committee. •Previously served on President Obama’s Advisory Committee on Aviation Consumer Protection and as the Chair of the Oversight Committee of the Transportation Research Board’s Airport Cooperative Research Program. •Co-chaired the Blue Ribbon Task Force on UAS Mitigation at Airports and served as a federal appointee to the U.S. Department of Transportation’s Drone Advisory Committee. •Previously served on the Board of Directors of the Los Angeles Branch of the Federal Reserve Bank of San Francisco. | | Years of Service: 6 Age: 58 COMMITTEES: •Corporate Governance and Responsibility •Management Development and Compensation OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Broad understanding of aviation, automation and digitization of buildings and complex airport systems, transportation networks, cybersecurity risk management, and advanced security solutions. •Deep experience in critical infrastructure, connected buildings, and advanced security solutions. •Leads digital and physical transformation of Canada's largest airport, which is also the most internationally connected airport in North America. •Oversaw the fourth busiest passenger airport in the world, the largest airport police force in the U.S., and the largest public works agreements in the history of Los Angeles. •Significant insight and experience in public and private partnerships. |

  15. NOMINEES FOR ELECTION

    | 2026 NOTICE AND PROXY STATEMENT | | | 23 |

  16. NOMINEES FOR ELECTION

    | MICHAEL W. LAMACH FORMER EXECUTIVE CHAIR, TRANE TECHNOLOGIES PLC | | | | | | | BACKGROUND •Retired Chairman and Chief Executive Officer of Trane Technologies plc, a global climate innovator that has a portfolio of sustainable climate solutions, products, and services for the building, homes, and transportation industries. In 2020, Trane Technologies completed a spin-off of its industrial business (Trane Technologies was previously known as Ingersoll-Rand). •Served as Executive Chair of Trane Technologies from July 2021 until his retirement in December 2021, having previously served as both Chairman and Chief Executive Officer following the company's February 2020 separation from Ingersoll-Rand. •Served in a number of leadership roles after joining Ingersoll-Rand in 2004, including Chairman and Chief Executive Officer from June 2010 to February 2020. •Served for 17 years in a variety of management positions at Johnson Controls International, a global leader in smart, healthy, and sustainable buildings. | | Years of Service: 2 Age: 62 Incoming Lead Director(1) COMMITTEES(1): •ex officio member of each committee OTHER CURRENT PUBLIC COMPANY BOARDS: •PPG Industries, Inc. •Nucor Corporation •Columbus McKinnon PAST PUBLIC COMPANY BOARDS: •Ingersoll-Rand Inc. •Trane Technologies plc •Iron Mountain Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Deep knowledge in sustainability, as well as engineering, mergers and acquisitions, enterprise-wide digital transformation, and operations, through his three decades of leadership roles at Trane Technologies, Ingersoll-Rand, and Johnson Controls. •Proven leadership in transforming Trane Technologies into a global leader in climate controls and climate-focused innovations for buildings, homes, and transportation. •Experience in building controls automation technology. •Proven experience, reputation, and leadership skills in developing business enterprises across industrial sectors that can deliver growth, sustainable value creation, and innovation. |

  17. NOMINEES FOR ELECTION

    | GRACE LIEBLEIN FORMER VICE PRESIDENT, GLOBAL QUALITY, GENERAL MOTORS CORPORATION | | | | | | | BACKGROUND •Served as Vice President, Global Quality of General Motors Corporation (GM), a company that designs, manufactures, and markets cars, crossovers, trucks, and automobile parts worldwide, from November 2014 to March 2016. •Served in multiple leadership roles at GM, including Vice President, Global Purchasing and Supply Chain from December 2012 to November 2014, GM Brazil President and Managing Director from June 2011 until December 2012, GM Mexico President and Managing Director from January 2009 until June 2011, and Vehicle Chief Engineer from October 2004 to January 2009. •Joined GM in 1978 as a co-op student at the General Motors Assembly Division in Los Angeles and held a variety of leadership positions at GM in engineering, product development, and manufacturing. | | Years of Service: 13 Age: 65 COMMITTEES: •Management Development and Compensation (Chair) •Corporate Governance and Responsibility OTHER CURRENT PUBLIC COMPANY BOARDS: •American Tower Corporation PAST PUBLIC COMPANY BOARDS: •Southwest Airlines Co. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Wide-ranging management and operating experience gained through various executive positions during an extensive career at GM. •Significant expertise in supply chain management, global manufacturing, engineering, technology, and product design and development. •International business, operations, and finance experience gained through senior leadership positions in Brazil and Mexico. |

  18. NOMINEES FOR ELECTION

    | 24 | | | 2026 NOTICE AND PROXY STATEMENT |

  19. NOMINEES FOR ELECTION

    | INDRA K. NOOYI FORMER CHAIR AND CHIEF EXECUTIVE OFFICER, PEPSICO, INC. | | | | | | | BACKGROUND •Former Chief Executive Officer of PepsiCo, Inc. (PepsiCo), a multinational food, snack, and beverage company, serving from October 2006 to October 2018, and was Chair of the PepsiCo Board of Directors from May 2007 to February 2019. •After joining PepsiCo. in 1994, held a variety of leadership roles in finance and corporate strategy and development; became President and Chief Financial Officer and was elected to the board of directors in 2001. •Currently serves as a trustee for several prominent organizations including Memorial Sloan Kettering Cancer Center since 2020 and the National Gallery of Art since 2021. •Additionally, she has served as a member of the Dean’s Advisory Council at MIT’s School of Engineering since 2020 and a Director of Partnership for Public Service since 2019. | | Years of Service: 0 Age: 70 COMMITTEES: •Management Development and Compensation OTHER CURRENT PUBLIC COMPANY BOARDS: •Amazon.com, Inc. •Koninklijke Phillips NV (Royal Phillips) PAST PUBLIC COMPANY BOARDS: •PepsiCo., Inc. •Schlumberger N.V. •Motorola Solutions Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Proven track record leading diverse, global businesses and accelerating long-term growth that helps the Board to navigate the risks and opportunities associated with a large multi-industry company, including capital allocation, marketing and matters related to our overseas operations. •Demonstrated experience in offering strategic insights, leading innovation and providing financial and operational expertise. •At PepsiCo, Ms. Nooyi managed an expansive and globally-diverse workforce. She led various initiatives to reduce water use and the company’s carbon footprint and progress the company to a “closed-loop” plastics recycling system. These experiences provide an important perspective as Honeywell accelerates its development of customer-oriented sustainable technologies and reinforces its commitment to people, communities and the environment. |

  20. NOMINEES FOR ELECTION

    | MARC STEINBERG PARTNER, ELLIOTT INVESTMENT MANAGEMENT | | | | | | | BACKGROUND •Partner at Elliott Investment Management L.P. (Elliott), an investment management firm, since January 2024, where he is responsible for public and private equity investments across a range of industries, including the industrial sector. •Previously served in various other roles at Elliott from 2015 to January 2024. •Previously served at Centerview Partners, an investment bank, from 2012 to 2015. •Serves on the boards of directors of various private companies. | | Years of Service: 0 Age: 36 COMMITTEES: •Audit OTHER CURRENT PUBLIC COMPANY BOARDS: •Pinterest Inc. •Etsy, Inc. PAST PUBLIC COMPANY BOARDS: •None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive financial expertise in capital markets, corporate finance, investor relations, mergers and acquisitions, and capital allocation. •Demonstrated experience in driving value creation and shareowner value. •Strong experience in financial management and industry expertise as a strategic advisor to, and investor in, industrial companies. |

  21. NOMINEES FOR ELECTION

    | 2026 NOTICE AND PROXY STATEMENT | | | 25 |

  22. NOMINEES FOR ELECTION

    | ROBIN WATSON FORMER CHIEF EXECUTIVE OFFICER, JOHN WOOD GROUP PLC | | | | | | | BACKGROUND •Previously served as Chief Executive Officer of John Wood Group PLC (Wood Group), an integrated engineering and consultancy company, spanning a variety of growing end markets in energy and the built environment, with a focus on sustainable technologies, from January 2016 until June 2022. •Served as Chief Operating Officer and an executive member of the Wood Group Board of Directors from January 2013 to January 2016. •Served as a director and senior manager at Petrofac, working in a variety of roles in service and investment delivery. •Began his career in management and engineering at Mobil Oil in the United Kingdom. •Non-Executive Chair of Forth Ports Ltd., one of the UK's largest port groups. •Non-Executive Director and Audit and Risk Committee Chair on the National Gas Transmission Board (NGT), the owner-operator of the UK's gas transmission network. •Engaged as an Operating Partner at Macquarie Asset Management (MAM), as a Senior Advisor to McKinsey & Company and as a Visiting Professor at the University of Strathclyde. •Previously served on the UK Government's Investment Council and as a Non-Executive Director at the UK Institute of Directors. •Qualified as a chartered mechanical engineer and a Fellow of both the Institution of Mechanical Engineers, the Energy Institute and the Institute of Directors. | | Years of Service: 3 Age: 59 COMMITTEES: •Audit OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •John Wood Group PLC | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Wealth of experience in unlocking opportunities in carbon capture, hydrogen, bio-refining, minerals processing, and solar and wind energy. •Demonstrated experience in helping organizations deliver a more sustainable future. •Significant knowledge of mechanical engineering, project delivery, automation and digitalization of complex facilities and processes, and service to international trade. •Extensive leadership and management experience with a well-established track record of implementing strategic change and operational delivery. •Brings extensive board-level experience overseeing organizations in highly regulated industries. |

  23. NOMINEES FOR ELECTION

    | STEPHEN WILLIAMSON FORMER SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, THERMO FISHER SCIENTIFIC INC. | | | | | | | BACKGROUND •Senior Vice President and Chief Financial Officer of Thermo Fisher Scientific Inc., a provider of laboratory equipment, scientific products, and biopharma services, from August 2015 through March 31, 2026. •Served as Vice President, Financial Operations of Thermo Fisher Scientific from 2008 to 2015. •Held finance leadership roles for multiple Thermo Fisher Scientific operating businesses from 2004 to 2008. •Joined Thermo Fisher Scientific in 2001 as Vice President, European Financial Operations, based in the U.K. •Previously served as Vice President and Chief Financial Officer, Asia-Pacific and in other finance roles in corporate development and operational finance for Honeywell. •Started his career with Price Waterhouse in the transaction support group and the audit practice. •Previously a member of the Institute of Chartered Accountants of England and Wales. | | Years of Service: 1 Age: 59 COMMITTEES(1): •Audit (Chair) OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •International Flavors & Fragrances Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Deep financial and business experience that has enabled significant shareowner value creation. •Wide breadth of industry and international experience. •Significant mergers and acquisitions experience, including transaction execution, financing, and detailed business integration experience. |

  24. NOMINEES FOR ELECTION

    | 26 | | | 2026 NOTICE AND PROXY STATEMENT |

  25. NOMINEES FOR ELECTION

    Honeywell is committed to strong corporate governance policies, practices, and procedures designed to ensure that its Board of Directors effectively exercises its oversight role. The Honeywell Board oversees management performance on behalf of shareowners to ensure that the long-term interests of shareowners are being served, to monitor adherence to Honeywell’s standards and policies, and to promote the exercise of responsible corporate citizenship. The Honeywell Board values and considers the feedback received from our shareowners. Taking into account their perspectives, Honeywell has implemented a number of actions over time to increase shareowner rights, enhance the Board’s structure, and augment our commitment to sustainability and corporate responsibility.

  26. NOMINEES FOR ELECTION

    | HISTORY OF PROACTIVELY RESPONDING TO SHAREOWNER FEEDBACK TO ENSURE ROBUST GOVERNANCE, COMPENSATION, AND DISCLOSURE PRACTICES |

  27. NOMINEES FOR ELECTION

    | Year | Enhancement | | 2019 | •Adopted policy to instruct trade associations not to use our dues for political contributions. •Reduced the total number of public company boards on which any independent director may sit from five to four. •Formalized the equivalency of independent Lead Director and independent Chairman roles. •Amended committee charters to formalize areas of risk oversight responsibility. | | 2020 | •Made enhancements to political contributions disclosure, including disclosure of >$50K trade association memberships. •Sustainability reporting in line with SASB and TCFD. •Established a bipartisan Political Contributions Advisory Board to ensure alignment of Honeywell PAC political contributions with company values. | | 2021 | •Assigned responsibility for oversight of overall ESG performance, strategy, and risks to the CGRC. •ESG considerations integrated into Enterprise Risk Management framework. | | 2022 | •Political Contributions Advisory Board mandate expanded to include review of trade association memberships. •Publicly disclosed our EEO-1 Report and committed to do so annually. •Published inaugural Climate and Sustainability Lobbying Report. •Published inaugural Report on Due Diligence Processes to Identify and Address Environmental and Social Risks. •Assigned responsibility for oversight of employee well-being to the MDCC. |

  28. NOMINEES FOR ELECTION

    | Year | Enhancement | | 2023 | •Amended our Executive Stock Ownership Guidelines to exclude performance shares. •Corporate Responsibility KPIs used in assessment of a portion of the qualitative portion of ICP for executive compensation. •Adopted standalone Clawback Policy, which meets SEC and Nasdaq standards, while maintaining existing policy as a secondary recoupment mechanism. •Added Cisco and Medtronic to our Compensation Peer Group. •Science-based target that includes Scope 3 emissions validated by SBTi. | | 2024 | •Elected William S. Ayer to succeed D. Scott Davis as independent Lead Director. •Independent Lead Director role augmented to include the right to approve all Board meeting agendas (in addition to already existing rights to unilaterally call a Board meeting and make agenda changes). •Audit Committee Charter amended to specify that the Chief Compliance Officer be invited to all committee meetings. •Assigned responsibility for oversight of data use and compliance (including AI) risk to the Audit Committee and oversight of environmental justice to the CGRC. •Revised Stock Ownership Guidelines to increase the amount of stock our officers are required to hold. | | 2025 | •Board Skillset Matrix augmented to include alignment of each director's experiences to our key megatrends and digitalization. •Assigned responsibility for oversight of responsible AI governance to the CGRC. •Augmented the Board's self-evaluation process to enable insights into individual director performance. |

  29. NOMINEES FOR ELECTION

    | Continuously Augmenting Governance and Disclosure Practices |

  30. NOMINEES FOR ELECTION

    | 2026 NOTICE AND PROXY STATEMENT | | | 27 |

  31. ANNUAL COMPENSATION

    | Board Cash Retainer | •Paid in quarterly installments. | $120,000 per annum. | | Lead Director Compensation | •Paid in quarterly installments (in addition to Board cash retainer). | $60,000 per annum. | | Committee Membership Compensation | •For each committee membership, paid in quarterly installments. | $10,000 per annum (or $15,000 per annum for members of the Audit Committee). | | Committee Chair Compensation | •Paid in quarterly installments (in addition to committee membership compensation). | $40,000 per annum for the Audit Committee Chair. $25,000 per annum for the Management Development and Compensation Committee Chair. $20,000 per annum for the Corporate Governance and Responsibility Committee Chair. | | Common Stock Equivalents | •Automatically credited to each director’s account in the Deferred Compensation Plan for Non-Employee Directors at the beginning of each calendar year. Dividend equivalents are credited with respect to these amounts. •Payment of these amounts is deferred until termination of Board service. Payments are made in cash, as either a lump sum or in equal annual installments. | $60,000 in common stock equivalents per annum. | | Annual Equity Grants | •Awarded on the date of the Annual Meeting of Shareowners. •Each non-employee director receives an annual equity grant with a target value of $130,000, in the form of Restricted Stock Units (RSUs). •Annual RSUs vest on the earliest of (i) the April 15th immediately preceding the first anniversary of the grant date, (ii) the director’s termination of service due to death or disability, (iii) the occurrence of a Change in Control, or (iv) the voluntary termination of service on or after the director’s tenth anniversary as a Board member in good standing. | $130,000 target value per annum. |

  32. 2025 DIRECTOR COMPENSATION TABLE

    2025 DIRECTOR COMPENSATION TABLE

  33. 2025 DIRECTOR COMPENSATION TABLE

    | Director Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | Option Awards(2)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation(6) | Total | | Duncan B. Angove | $200,000 | $130,071 | $— | $— | $40 | $330,111 | | Craig Arnold | 29,400 | 70,744 | — | | 6 | 100,150 | | William S. Ayer | 240,000 | 130,071 | — | — | 25,040 | 395,111 | | Kevin Burke | 195,000 | 130,071 | — | — | 25,040 | 350,111 | | D. Scott Davis | 225,000 | 130,071 | — | 6,097 | 556 | 361,723 | | Deborah Flint | 200,000 | 130,071 | — | — | 40 | 330,111 | | Michael W. Lamach | 235,000 | 130,071 | — | — | 25,040 | 390,111 | | Rose Lee(7) | 190,000 | 130,071 | — | — | 33 | 320,104 | | Grace Lieblein | 225,000 | 130,071 | — | — | 25,040 | 380,111 | | Marc Steinberg | 114,340 | 126,163 | — | — | 23 | 240,526 | | Robin L. Washington(7) | 93,750 | 130,071 | — | — | 10 | 223,831 | | Robin Watson | 195,000 | 130,071 | — | — | 3,986 | 329,057 | | Stephen Williamson | 146,455 | 147,639 | — | — | 25,030 | 319,124 |

  34. 2025 DIRECTOR COMPENSATION TABLE

    Ms. Nooyi is not included in the director compensation table because she was not appointed to the Board until January 1, 2026. (1)Includes all cash fees earned, whether paid in cash or deferred under the Deferred Compensation Plan for Non-Employee Directors.

  35. 2025 DIRECTOR COMPENSATION TABLE

    | 2026 NOTICE AND PROXY STATEMENT | | | 49 |

  36. 2025 DIRECTOR COMPENSATION TABLE

    (2)The following table reflects all outstanding stock awards and option awards held at December 31, 2025, by each of the listed individuals:

  37. 2025 DIRECTOR COMPENSATION TABLE

    | Director Name | Outstanding Option Awards | | Outstanding Stock Awards | | Outstanding Deferred Comp Plan (Non-Elective) | | | Mr. Angove | | 11,494 | | 4,513 | | 3,010 | | Mr. Arnold | | — | | 357 | | 50 | | Mr. Ayer | | 11,494 | | 622 | | 5,418 | | Mr. Burke | | 14,665 | | 622 | | 13,406 | | Mr. Davis | | 14,665 | | 622 | | 24,277 | | Ms. Flint | | 8,370 | | 622 | | 2,099 | | Mr. Lamach | | 631 | | 622 | | 635 | | Ms. Lieblein | | 14,665 | | 622 | | 7,761 | | Mr. Steinberg | | — | | 603 | | 167 | | Mr. Watson | | 2,403 | | 622 | | 1,043 | | Mr. Williamson | | — | | 622 | | 228 |

  38. 2025 DIRECTOR COMPENSATION TABLE

    (3)The amounts set forth in this column represent the aggregate grant date fair value of Restricted Stock Unit awards. The fair value of the annual Restricted Stock Unit award was computed in accordance with FASB ASC Topic 718 using the average of the high and low of the Company’s stock price on the day of grant. Stock awards of 580 shares were made to Non-Employee Directors on May 20, 2025 with a value of $224.26 per share. Mr. Williamson received a prorated RSU grant on April 1, 2025 of 83 shares with a value of $211.66 per share that fully vested on April 15, 2025. Mr. Steinberg received a prorated RSU grant on June 2, 2025 of 562 shares with a value of $224.49 per share. Mr. Arnold received a prorated RSU grant on November 3, 2025 of 355 shares with a value of $199.28 per share. (4)Stock Options were not granted to non-employee directors in 2025. (5)Amounts included in this column reflect above-market earnings on deferred compensation from pre-2006 deferrals and/or amounts invested in cash under the Deferred Compensation Plan for Non-Employee Directors. Amounts invested in the Deferred Compensation Plan for Non-Employee Directors are credited with the same rate of interest that applies to executives under the Honeywell Salary and Incentive Award Deferral Plan for Selected Employees. Deferrals for the 2006 plan year and later earn a rate of interest, compounded daily, based on the Company’s 15-year cost of borrowing. This rate is subject to change annually and was 4.91% for 2025. Deferrals for the 2005 plan year earn a rate of interest, compounded daily, which was set at an above-market rate before the beginning of the plan year and is subject to change annually. (6)Includes amounts described in “Charitable Match” and “Other Benefits” above. For 2025, matching charitable contributions were made by Honeywell in the amount of $25,000 for each of directors Ayer, Burke, Lamach, Lieblein, Williamson, and in the amount of $3,947 for Mr. Watson. Mr. Davis is the sole director eligible for the grandfathered term life insurance. (7)Ms. Washington departed the Board on March 31, 2025, and Ms. Lee departed the Board on October 30, 2025.

  39. TABLE OF CONTENTS

    | ICP Corporate Responsibility Portion (5% of Target Award) | 73 | | Approved ICP Payout Amounts | 73 | | 2025 LONG-TERM INCENTIVE COMPENSATION DECISIONS | 74 | | Total LTI Value | 74 | | Performance Stock Units | 74 | | Stock Options | 80 | | Restricted Stock Units | 80 | | OTHER COMPENSATION AND BENEFIT PROGRAMS | 81 | | Retirement Plans | 81 | | Non-qualified Deferred Compensation Plans | 81 | | Benefits and Perquisites | 81 | | RISK OVERSIGHT CONSIDERATIONS | 82 | | Stock Ownership Guidelines | 83 | | Recoupment/Clawback | 83 | | Tax Deductibility of Executive Compensation | 84 | | Insider Trading Policies and Procedures | 84 | | Pledging and Hedging Transactions in Company Securities | 84 | | MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT | 85 |

  40. PHILOSOPHY AND APPROACH

    Key factors that shape the MDCC’s overall assessment of performance and appropriate levels of compensation include: •Operational and financial performance for the entire Company and the relevant business units. •Robust financial and operating goals and targets for each executive. •Business/macroeconomic conditions impacting the industries in which Honeywell’s businesses operate. •Execution against strategic initiatives and the impact of investments that will benefit financial performance in future years. •Each executive’s long-term leadership potential and associated retention risk. •The senior executive development and succession plan. •Total shareowner return (TSR). •Trends and best practices in executive compensation. •Peer group comparisons, including performance, pay levels, and related practices. The MDCC reviews these factors over various time periods to ensure a strong linkage between pay and performance. At each of its meetings, the MDCC reviews four-year NEO compensation history for each element of total annual direct compensation, as well as projected payments under Honeywell’s retirement and deferred compensation plans, to provide historical context and an understanding of how current compensation decisions may affect future wealth accumulation and executive retention. On an annual basis, the MDCC reviews information provided by its independent compensation consultant regarding compensation paid to similarly situated executive officers at Compensation Peer Group companies as a point of reference. Similarly, third-party survey data or published reports may be utilized as a general indicator of relevant market conditions. The MDCC does not target a specific competitive position relative to the market in making its compensation determinations. Honeywell is proud to be broadly recognized for training and developing leaders whose skills are recognized, respected, and valued across the sectors in which we compete. Our senior executives are industry leaders with backgrounds, depth of experience, and management skills that are highly attractive to competitors. The MDCC prefers to address critical retention and succession risks through the existing compensation program whenever possible.

  41. PHILOSOPHY AND APPROACH

    | IMPACT OF SPIN-OFFS AND OTHER PORTFOLIO TRANSFORMATION | | Throughout 2025, the MDCC considered in detail the impact of the spin-offs and other portfolio transformation on the Company's executive compensation plans including the impact of the spin-offs on unvested equity (see below) and the optimal structure for awards granted in the midst of transformation (see page 59). As part of these considerations, the MDCC's decision-making remained grounded in the four key objectives of Honeywell's executive compensation program, with special attention to the need to balance pay for performance alignment with appropriate retention to enable the successful execution of the spin-offs and other portfolio transformation. Equity Treatment as a Result of the Solstice Advanced Materials "Solstice" Spin-off At the time of Solstice spin-off on October 30, 2025, Honeywell shareowners received a distribution of one share of Solstice common stock for every four shares of Honeywell common stock held. Because unvested equity awards held by Honeywell employees, including the NEOs, were not eligible to receive a distribution of Solstice shares, the Company made equitable adjustments designed to preserve the pre-spin-off value of those awards following the reduction in parent company stock price that occurs when a significant business is distributed to shareowners in a spin-off. As part of this process, the MDCC established conversion ratios that were based on a comparison of the pre-spin Honeywell stock prices used to establish the number of Solstice shares distributed to Honeywell shareowners in the spin-off. Additional post spin-off awards reflect additional shares issuable because of these equitable adjustments and are subject to the same vesting conditions and other terms prior to the Solstice spin-off. |

  42. ENGAGEMENT WITH SHAREOWNERS ON COMPENSATION

    | PAY FOR PERFORMANCE ALIGNMENT | | The Board and MDCC remain committed to aligning pay with performance, and our pay decisions and outcomes for 2025 reflect that commitment. 2025 was a year of transformation with the successful Solstice Advanced Materials spin-off, the announcement of the Aerospace spin-off, and other portfolio-shaping activities as described below. While current year operating performance was strong, current and three-year total shareowner return (TSR) was substantially lower than the median of our compensation peer group and XLI. As a result, the payout for the corporate officers' 2023-25 performance stock units under Honeywell's Long-Term Incentive program was substantially below target at 59% of target value in accordance with the awards' formulaic approach. |

  43. PORTFOLIO OPTIMIZATION AND STRATEGIC CAPITAL DEPLOYMENT

    | IMPACT OF SPIN-OFFS AND OTHER PORTFOLIO TRANSFORMATION ON EXECUTIVE COMPENSATION | | Although 2026 compensation design would normally be disclosed in our 2027 Proxy Statement, in the spirit of shareowner transparency, the MDCC determined it would be helpful to shareowners to describe the design in this year's proxy statement. The Honeywell Board and MDCC remain committed to aligning pay with performance, including a firm belief that, in the ordinary course, a significant portion of our regular annual LTI opportunities generally should consist of performance stock unit (PSU) awards with multi-year financial targets. However, with the expected spin-off of Honeywell Aerospace in the third quarter of 2026 and other ongoing portfolio optimization projects (as described above), taking into consideration that these transactions will significantly transform our business portfolio, the MDCC approved a simplified and streamlined ICP and LTI structure for 2026. Assuming the anticipated spin-off of Honeywell Aerospace, the Board and MDCC will undertake a fresh review of the appropriate design for 2027 and other future Incentive Compensation and Long Term Incentive awards. A description of the streamlined 2026 award structure is described below. The changes simplify the compensation program for 2026 while maintaining alignment with shareowner interests in the year of the spin-off of Honeywell Aerospace. Long Term Incentives (LTI) After thorough analysis of various options, the MDCC determined that for 2026, rather than PSUs, an equal mix of Stock Options and Restricted Stock Units provides the best balance between executive retention and alignment with shareowner interests, in light of the expected Aerospace spin-off. Taking into consideration that portfolio optimization transactions will significantly transform our business portfolio, the MDCC chose not to grant PSUs in early 2026, as it was not practical to establish three-year performance goals due to the major structural changes associated with the Honeywell Aerospace spin-off and other portfolio optimization activities. At this point of the transformation, the MDCC viewed three-year target-setting as too inexact given the remaining uncertainties associated with the ongoing portfolio changes; such target-setting would lack the rigor and clarity that the MDCC believes is appropriate for PSUs. 2026 LTI awards (granted in February 2026) consisted of Stock Options (50%) and RSUs (50%), which will vest over four years, with RSUs having an additional one-year holding requirement after the vesting period. The MDCC considers stock options to be performance-based awards and aligned with shareowner interest in unlocking shareowner value through the Honeywell Aerospace spin-off and other portfolio optimization activities. The MDCC does not intend the removal of PSUs from the 2026 LTI program to be permanent and intends to reintroduce PSUs as a component of LTI awards in 2027. As the 2024-2026 and 2025-2027 PSUs include Honeywell-wide performance goals that would no longer be measurable after the Honeywell Aerospace spin-off, performance for these awards will be determined utilizing performance for the period up to the Honeywell Aerospace spin-off. Following the Honeywell Aerospace spin-off, these awards will remain eligible to vest on their original vesting dates, subject to the executive’s continued employment. Incentive Compensation Plan (ICP) For 2026, the formulaic portion of Honeywell’s ICP funding for all of our NEOs will be calculated at a total Honeywell level. There will be no business unit performance goals as a part of the formulaic calculation for any of the NEOs. This change is being made to further incentivize our NEOs to achieve our organic growth goals, where greater end market intimacy and delivering a one Honeywell approach to our customers will be critical. The MDCC intends for this to be a permanent change. |

  44. COMPENSATION PRACTICES AND POLICIES

    | WHAT WE DO | WHAT WE DON’T DO | | Pay for Performance. We closely align pay and performance, with a significant portion of target total direct compensation at-risk. The MDCC validates this alignment annually and ensures that performance-based compensation represents a significant portion of executive compensation. Ambitious Performance Goals. We establish clear and measurable goals and targets and hold our executives accountable for achieving specified levels to earn a payout under our incentive plans. We use a varied set of operational metrics for the annual incentive compensation plan (ICP) and performance-based long-term incentives (LTI) to drive top- and bottom-line growth over multiple time frames, aligned with sustained long-term performance. Clawback Policy. We maintain clawback policies that meet, and in certain areas are broader than, SEC and Nasdaq standards. The policies allow for the recoupment of incentive compensation in the event of a restatement of financial results. We have a standalone Clawback Policy that is consistent with Rule 10D-1 of the Exchange Act and the Nasdaq listing rules, and we also maintain the policy that our Board previously adopted as a secondary recoupment mechanism. Double Trigger in the Event of a Change in Control (CIC). We have double-trigger vesting on equity and severance for CIC; executives will not receive cash severance nor will equity vest in the event of a CIC unless accompanied by qualifying termination of employment. Maximum Payout Caps for Incentive Plans. ICP and Performance Plan payouts are capped. Robust Stock Ownership Requirements. We require executive officers to hold meaningful amounts of stock and to hold net shares for one year from vesting. Unvested performance stock units do not count toward the ownership requirement. Options Granted at Fair Market Value (FMV). Annual stock options are approved by the MDCC, with an exercise price no less than the fair market value of Honeywell's common stock on the date of grant. Independent Compensation Consultant. The MDCC retains an independent compensation consultant to ensure that the overall compensation program remains externally competitive. The independent consultant attends all MDCC meetings. | No Excessive Perks. We do not provide perquisites except in cases where there is a compelling business or security reason, nor do we provide tax gross-ups for officers, other than in connection with a Company-required relocation. No Guaranteed Annual Salary Increases or Bonuses. Annual salary increases are based on evaluations of individual performance and the competitive market. In addition, we do not provide guarantees on bonus payouts. No Hedging or Pledging. We do not allow hedging or pledging of our stock. No Excise Tax Gross-Ups and No Accelerated Bonus Payments Upon a CIC. Excise tax gross-ups have been eliminated for all executive officers. Plans provide that ICP awards earned in the year of a CIC would be paid at the time they would typically be paid based on business performance rather than at target. No Incentivizing of Short-Term Results to the Detriment of Long-Term Goals and Results. Pay mix is heavily weighted toward long-term incentives aligned with the interests of shareowners. No Excessive Risks. Compensation practices are appropriately structured and avoid incentivizing employees to engage in excessive risk-taking. No Options Repricing. We prohibit repricing (reduction in exercise price or exchange for cash or other consideration) or reloading of stock options. No Consultant Conflicts. Under the MDCC’s established policy, the compensation consultant cannot provide any other services to Honeywell without the MDCC’s approval. Regular independence reviews are conducted. |

  45. PROGRAM DESIGN AND LINK TO BUSINESS STRATEGY AND PERFORMANCE

    | | | | | Link to Strategy and Performance | Target Compensation Mix | | | | | Element | Description | | CEO | Other NEOs | | | | BASE SALARY | •Base salaries are determined based on scope of responsibility, years of experience, and individual performance. | •To attract and compensate high-performing and experienced leaders at a competitive level of cash compensation. | | | | | | ANNUAL INCENTIVE COMPENSATION PLAN (ICP) | •80% based on formulaic determination against pre-established financial metrics. •15% based on assessment of individual performance. •5% based on Corporate Responsibility KPIs. | •To motivate and reward executives for achieving annual corporate, business unit, corporate responsibility, and functional goals in key areas of financial and operational performance. | | | | | | PERFORMANCE STOCK UNITS (PSUs) | •Executive Officers: 50% of annual LTI. •Covers three-year period. •Relative TSR (25% weight) along with key financial metrics (75% weight). | •Focuses executives on the achievement of specific long-term financial performance goals directly aligned with our operating and strategic plans. TSR portion pays based on three-year return from stock price appreciation and dividends vs. the Compensation Peer Group. | | | | | | STOCK OPTIONS | •Executive Officers: 25% of annual LTI. | •Directly aligns the interests of our executives with shareowners. Stock options only have value for executives if operating performance results in stock price appreciation. | | | | | | RESTRICTED STOCK UNITS (RSUs) | •Executive Officers: 25% of annual LTI. | •Strengthens key executive retention over relevant time periods to ensure consistency and execution of long-term strategies. | | |

  46. COMPENSATION PEER GROUP

    COMPENSATION PEER GROUP To ensure appropriate levels of executive officer compensation and the alignment of pay and performance, the MDCC believes it is important to understand how Honeywell compares to other relevant companies. On an annual basis, the MDCC reviews information provided by its independent compensation consultant regarding compensation paid to similarly situated executive officers at a group of companies that are considered Honeywell’s “Compensation Peer Group” and assesses Honeywell’s financial performance against these companies. Although the MDCC does not target a specific competitive position relative to its comparator group, this information provides the MDCC (and the independent directors of the full Board in the case of the CEO) a point of reference when making its compensation determinations with respect to the NEOs. In addition, the MDCC periodically reviews relative financial performance against a subset of companies with complex multi-industry characteristics, like Honeywell, or relevant indices. The companies selected by the MDCC for inclusion in the 2025 Compensation Peer Group have one or more of the following attributes: •Business operations with similar scope and complexity to Honeywell. •Industrial companies with technology drivers. •Peer group overlap with potential peer (e.g., peer of peer). •Global scope of operations and/or diversified product lines. •Within reasonable range of sales and/or market capitalization. •Demonstrated competitor for executive talent. The MDCC reviews the appropriateness of the Compensation Peer Group companies on an annual basis and discusses whether any changes are necessary. No changes were made to the Compensation Peer Group in 2025. The following table lists the Compensation Peer Group companies for 2025:

  47. COMPENSATION PEER GROUP

    | Aerospace & Defense | Machinery | Chemicals | | The Boeing Company | Deere & Company | DuPont de Nemours, Inc. | | General Dynamics Corporation | Caterpillar Inc. | Dow Inc. | | General Electric Company | Illinois Tool Works Inc. | | | Lockheed Martin Corporation | | | | RTX Corporation | | | | Electrical Equipment | Oil & Gas | Industrial Conglomerates | | Eaton Corporation plc | Schlumberger Limited | 3M Company | | Emerson Electric Co. | Phillips 66 | | | Building Products | Technology/Communications Equip. | Technology/Medical Equip. | | Johnson Controls International plc | Cisco Systems, Inc. | Medtronic plc |

  48. COMPENSATION PEER GROUP

    Honeywell's positioning relative to the 2025 Compensation Peer Group, as of December 31, 2025, was as follows:

  49. COMPENSATION PEER GROUP

    | Company Name | Market Cap ($M) | Total Assets ($M) | Adjusted Sales ($M) | Employees (#)(1) | | Honeywell International Inc. | $123,860 | $74,115 | $37,754 | 101,000 | | Compensation Peer Group Median | $101,361 | $57,894 | $42,798 | 86,600 | | Honeywell Percentile Rank | 65% | 61% | 44% | 67% |

  50. COMPENSATION PEER GROUP

    (1)Excludes Sandia National Laboratories (Sandia) and Kansas City National Security Campus (KCNSC) workforces. Sandia and KCNSC are U.S. Department of Energy facilities. Honeywell manages these facilities as a contract operator and does not establish or control their human resources policies. Of the 18 companies in the 2025 Compensation Peer Group, 17 also listed Honeywell as a compensation peer group company in their proxy statement.

  51. COMPENSATION PEER GROUP

    | 60 | | | 2026 NOTICE AND PROXY STATEMENT |

  52. THREE-YEAR PERFORMANCE VS. PEERS

    THREE-YEAR PERFORMANCE VS. PEERS The MDCC also reviews Honeywell’s performance relative to the Compensation Peer Group over multi-year time periods. The following graphs show the Company’s performance versus the median of the Compensation Peer Group for four key metrics over the three-year period ending in 2025 that the MDCC reviewed.

  53. THREE-YEAR AVERAGE RETURN

    THREE-YEAR AVERAGE RETURN The MDCC also carefully considers several different ratios that are important measures of Honeywell’s earnings performance compared to the Compensation Peer Group median. Shareowners have told the Company that they regard ROIC as a particularly important metric because it shows how well management is balancing delivery of short-term results against long-term sustainable growth. Honeywell’s three-year average ROIC was 15.6%, which outperformed the Compensation Peer Group median. The following graphs show the Company’s performance versus the median of the Compensation Peer Group for three key ratios over the three-year period ending in 2025 that the MDCC reviewed.

  54. 2025 COMPENSATION SUMMARY

    | | | Base Salary | •Mr. Kapur did not receive a base salary increase in 2025. Other NEOs received an annual base pay adjustment as a part of the annual compensation process. •Annual base pay increases to other NEOs ranged from 0%–10% excluding any promotional increases. | | | | Annual Incentive Compensation Plan (ICP) | •Mr. Kapur's ICP target was 175% of base salary for the full calendar year. His earned award paid at 126% of target, reflecting application of the ICP formula and the Board’s assessment of 2025 performance. ICP awards paid to the Other NEOs for 2025 performance ranged from 99% to 126% of target. •80% of payout based on Company performance against the three pre-established ICP metrics of adjusted EPS, free cash flow, and sales. For the Business Unit NEOs, half of their calculated award is tied to performance metrics of their business unit: AT, BA and IA income contribution, AT, BA, and IA free cash flow, and AT, BA, and IA sales for Mr. Currier, Mr. Hammoud, and Mr. Masso, respectively. •15% of payouts were determined based on the MDCC’s qualitative assessment of individual performance and accomplishments discussed starting on page 68. •5% of payouts were determined based on Corporate Responsibility KPIs that include specific corporate responsibility goals, as discussed on page 73. | | | | | | | | | Performance Stock Units (PSUs) (2025–2027) | •Represented 50% of annual LTI. •When granted on February 19, 2025, PSU awards included a three year performance period based on four equally weighted metrics: three-year total shareowner return (TSR) relative to the 2025 Compensation Peer Group, and cumulative revenue, average return on investment (ROI), and average segment margin rate. As a result of the upcoming Honeywell Aerospace Spin-off, performance will now be measured over a period ending at the spin-off of Honeywell Aerospace (as described above under the heading "2026 Incentive Plan Design"). | | | | Stock Options | •Represented 25% of annual LTI. •Stock options issued to the NEOs in 2025 vest over four years. | | | | Restricted Stock Units (RSUs) | •Represented 25% of annual LTI. •RSUs issued to the NEOs in 2025 vest over four years. |

  55. 2025 TOTAL TARGET ANNUAL DIRECT COMPENSATION(1)

    | Name | Title | Base Salary(2) | Target $ ICP | Target % ICP | Long-Term Incentives(3) | Target Total Compensation | | Vimal Kapur | Chairman and CEO | $1,600,000 | $2,800,000 | 175% | $14,500,000 | $18,900,000 | | Michal Stepniak | SVP, Chief Financial Officer | 925,000 | 925,000 | 100% | 3,800,000 | 5,650,000 | | James Currier | President and CEO, AT | 847,000 | 847,000 | 100% | 4,000,000 | 5,694,000 | | James Masso | President and CEO, PA | 675,000 | 675,000 | 100% | 1,800,000 | 3,150,000 | | Billal Hammoud | President and CEO, BA | 700,000 | 700,000 | 100% | 1,950,000 | 3,350,000 |

  56. 2025 TOTAL ACTUAL ANNUAL DIRECT COMPENSATION

    | n Base Salary (1) | n Annual Incentive Plan (ICP)(2) | n 2025–2027 Performance Stock Units (PSUs)(3) | | n Stock Options(4) | n Restricted Stock Units (RSUs)(5) | |

  57. 2025 TOTAL ACTUAL ANNUAL DIRECT COMPENSATION

    (1)Represents base salary actually paid in 2025. (2)Annual ICP payouts determined 80% based on calculation against preset ICP financial goals, 15% based on individual assessments, and 5% based on performance against 2025 Corporate Responsibility KPIs. Mr. Boldea did not receive an ICP bonus. (3)PSUs vest on the third anniversary of the grant date, if earned. (4)Stock options vest ratably over four years and have a 10-year term. (5)RSUs vest over a four-year period and are subject to stock ownership and post-vesting holding requirements. (6)Includes Mr. Masso's one-time sign-on RSU award and Mr. Hammoud's one-time RSU award for business performance.

  58. TRANSACTION AWARDS

    TRANSACTION AWARDS In February 2025, concurrent with the 2025 LTI grants, Honeywell granted Mr. Kapur, Mr. Stepniak, Mr. Currier, Mr. Hammoud, and Mr. Boldea one-time equity awards to safeguard continuity of leadership through the completion of the spin-offs and to incentivize leadership for the successful completion of Honeywell’s critical and unique transformational activities. The awards were designed to align actual payouts with shareowner experience over the vesting period, consisting of 60% stock options and 40% RSUs. These awards will vest 50% at the completion of the Honeywell Aerospace spin-off and 50% at the one-year anniversary of the spin-off. There is no value associated with these awards included in the Summary Compensation Table because no compensation expense was required to be recognized with respect to the award in 2025 due to the probable outcome of the performance based vesting condition. The number of shares and stock options reflect the equitable adjustments that were made to all outstanding Honeywell equity awards held by the NEOs in connection with the completion of Honeywell’s spin-off of Solstice Advanced Materials. These one-time awards were unique to the circumstances of Honeywell’s spin-offs and portfolio transformation, and the MDCC does not intend to grant additional one-time awards to the NEOs in the foreseeable future. Mr. Boldea's transaction award was forfeited upon his separation from Honeywell on September 1, 2025.

  59. 2025 ANNUAL INCENTIVE COMPENSATION PLAN DECISIONS

    2025 ANNUAL INCENTIVE COMPENSATION PLAN DECISIONS As prescribed in Honeywell's ICP program, 80% of the ICP awards earned by the NEOs was determined based on performance against financial targets established by the MDCC in early February 2025 (based on the mid-point of external guidance), 15% of the awards was determined based on the MDCC’s qualitative assessment of individual 2025 performance against objectives and their significant accomplishments (described beginning on page 68), and 5% of the awards was determined based on the MDCC's assessment of performance against Corporate Responsibility KPIs set for 2025. The potential attainment percentage for each of the formulaic, individual qualitative, and Corporate Responsibility portions of the award could range from 0% to 200% of target. Individual 2025 ICP target amounts for the NEOs were determined by multiplying their 2025 ICP applicable base salary by their individual ICP target award percentage. Individual ICP target award percentages for 2025 were: •Mr. Kapur: 175%. •Other NEOs: 100%.

  60. 2025 ICP GOALS

    | ICP Goal | 2024 ICP Goal Actual Performance | 2025 ICP Goal | 2025 Goal v. 2024 Actual | Basis for 2025 Goals | 2025 Threshold (50% Payout) | 2025 Maximum (200% Payout) | | Honeywell ICP Sales | $38.87 billion | $40.06 billion | 3.1% | Midpoint of initial guidance range communicated to investors on February 6, 2025 (Guidance Range) | $32.05 billion | $48.08 billion | | Adjusted ICP EPS | $10.34 | $10.30 | (0.4%) | | $8.24 | $12.36 | | Honeywell ICP Free Cash Flow | $5.46 billion | $5.60 billion | 2.6% | | $4.48 billion | $6.72 billion |

  61. ACTUAL PERFORMANCE AGAINST 2025 ICP GOALS

    | ICP Goal(1) | 2025 ICP Goal (Target) | 2025 Actual Performance(2) | Achievement % | 2025 Performance | Metric Payout Percentage(3) | Corporate NEO Weighting | Calculated Payout Percentage | | Honeywell ICP Sales | $40.06 billion | $41.167 billion | 102.8% | Annual Goal set in February 2025 based on midpoint of the Guidance Range. Actual performance above target. | 113.8% | 20% | 22.8% | | Adjusted ICP EPS | $10.30 | $10.89 | 105.7% | Annual Goal set in February 2025 based on midpoint of the Guidance Range. Actual performance above target. | 128.4% | 40% | 51.4% | | Honeywell ICP Free Cash Flow | $5.60 billion | $5.193 billion | 92.7% | Annual Goal set in February 2025 based on midpoint of the Guidance Range. Actual performance below target. | 81.8% | 40% | 32.7% | | | | Total Calculated (Formulaic) Payout: Corporate NEOs (Mr. Kapur, Mr. Stepniak, and Mr. Lewis) | | | | | 107% |

  62. ACTUAL PERFORMANCE AGAINST 2025 ICP GOALS

    | ICP Goal | 2025 ICP Goal (Target) | | 2025 Actual Plan Performance(1) | | Achievement % | Metric Payout Percentage(2) | Weighting | Calculated Payout Percentage | | Total Honeywell ICP | | — | | — | —% | 106.9% | 50% | 53.4% | | AT ICP Sales | | $17.445 billion | | $17.823 billion | 102.2% | 110.8% | 20% | 22.2% | | AT ICP Income Contribution | | $3.768 billion | | $3.815 billion | 101.2% | 106.2% | 15% | 15.9% | | AT ICP Free Cash Flow | | $3.370 billion | | $3.327 billion | 98.7% | 96.8% | 15% | 14.5% | | | | | | Total Calculated (Formulaic) Payout: AT (Mr. Currier) | | | | 106% |

  63. ACTUAL PERFORMANCE AGAINST 2025 ICP GOALS

    | ICP Goal | 2025 ICP Goal (Target) | | 2025 Actual Plan Performance(1) | | Achievement % | Metric Payout Percentage(2) | Weighting | Calculated Payout Percentage | | Total Honeywell ICP | | — | | — | —% | 106.9% | 50% | 53.4% | | IA ICP Sales | | $9.013 billion | | $8.936 billion | 99.1% | 97.9% | 20% | 19.6% | | IA ICP Income Contribution | | $1.529 billion | | $1.294 billion | 84.6% | 61.5% | 15% | 9.2% | | IA ICP Free Cash Flow | | $1.651 billion | | $1.477 billion | 89.4% | 73.6% | 15% | 11.0% | | | | | | Total Calculated (Formulaic) Payout: IA (Mr. Masso) | | | | 93% |

  64. ACTUAL PERFORMANCE AGAINST 2025 ICP GOALS

    | ICP Goal | 2025 ICP Goal (Target) | | 2025 Actual Plan Performance(1) | | Achievement % | Metric Payout Percentage(2) | Weighting | Calculated Payout Percentage | | Total Honeywell ICP | | — | | — | —% | 106.9% | 50% | 53.4% | | BA ICP Sales | | $7.042 billion | | $7.318 billion | 103.9% | 119.6% | 20% | 23.9% | | BA ICP Income Contribution | | $1.441 billion | | $1.485 billion | 103.1% | 115.3% | 15% | 17.3% | | BA ICP Free Cash Flow | | $1.544 billion | | $1.482 billion | 96.0% | 89.9% | 15% | 13.5% | | | | | | Total Calculated (Formulaic) Payout: BA (Mr. Hammoud) | | | | 108% |

  65. APPROVED ICP PAYOUT AMOUNTS

    APPROVED ICP PAYOUT AMOUNTS After applying the formulaic payout percentages described on page 66 (80% weight), deciding individual qualitative attainment percentages for each NEO based on their assessment of individual performance in 2025 (15% weight), and deciding the appropriate Corporate Responsibility portion payout percentage (5% weight), the MDCC approved 2025 ICP payments as follows:

  66. APPROVED ICP PAYOUT AMOUNTS

    | | Formulaic Portion(1) | | | + | Qualitative Portion(2) | | | + | Corporate Responsibility Portion(3) | | | = | Total Individual ICP Payout Percentagex | Target 2025 ICP Award Amount(4) | = | Actual 2025 ICP Award | | | Attainmentx | Weight | Payout % | | Attainmentx | Weight % | Payout % | | Attainmentx | Weight % | Payout % | | | | | | | Mr. Kapur | 107% | 80% | 86% | | 200% | 15% | 30% | | 200% | 5% | 10% | | 126% | $2,800,000 | | $3,516,800 | | Mr. Stepniak | 107% | 80% | 86% | | 167% | 15% | 25% | | 200% | 5% | 10% | | 121% | 854,890 | | 1,031,000 | | Mr. Currier | 106% | 80% | 85% | | 200% | 15% | 30% | | 200% | 5% | 10% | | 125% | 828,225 | | 1,033,600 | | Mr. Masso | 93% | 80% | 74% | | 100% | 15% | 15% | | 200% | 5% | 10% | | 99% | 316,233 | | 314,300 | | Mr. Hammoud | 108% | 80% | 86% | | 200% | 15% | 30% | | 200% | 5% | 10% | | 126% | 694,148 | | 877,400 | | Mr. Lewis | 107% | 80% | 86% | | 100% | 15% | 15% | | 200% | 5% | 10% | | 111% | 344,526 | | 381,000 |

  67. APPROVED ICP PAYOUT AMOUNTS

    (1)Attainment based on performance against 2025 ICP Goals. Possible attainment can range from 0% to 200%. Payout % can range from 0% to 160%. (2)Attainment based on MDCC individual assessment. Attainment can range from 0% to 200%. Payout % can range from 0% to 30%. (3)Attainment based on MDCC group assessment. Attainment can range from 0% to 200%. Payout % can range from 0% to 10%.

  68. APPROVED ICP PAYOUT AMOUNTS

    | 2026 NOTICE AND PROXY STATEMENT | | | 73 |

  69. APPROVED ICP PAYOUT AMOUNTS

    (4)The Target 2025 ICP Award Amount for each NEO was determined as follows:

  70. APPROVED ICP PAYOUT AMOUNTS

    | | 2025 Applicable Base Salary (a)x | Individual Target ICP Award % | = | Target 2025 ICP Award Amount | | Mr. Kapur | $1,600,000 | 175% | | $2,800,000 | | Mr. Stepniak | 883,151 | 97% | | 854,890 | | Mr. Currier | 828,225 | 100% | | 828,225 | | Mr. Masso | 316,233 | 100% | | 316,233 | | Mr. Hammoud | 694,148 | 100% | | 694,148 | | Mr. Lewis(b) | 344,526 | 100% | | 344,526 |

  71. APPROVED ICP PAYOUT AMOUNTS

    (a)ICP applicable base salary (base salary earned) for the 2025 calendar year, determined in accordance with the ICP plan document. (b)Mr. Lewis' eligibility for ICP ended on May 31, 2025 as part of his transition to role of Senior Advisor. His applicable base salary reflects the portion of time spent in an ICP eligible role. Mr. Boldea did not receive a 2025 ICP award due to his separation from Honeywell on September 1, 2025.

  72. 2025 LONG-TERM INCENTIVE COMPENSATION DECISIONS

    2025 LONG-TERM INCENTIVE COMPENSATION DECISIONS

  73. 2025 LONG-TERM INCENTIVE COMPENSATION DECISIONS

    | | | 50% Performance Stock Units (PSUs) | | | | 25% Stock Options | | | | 25% Restricted Stock Units (RSUs) | | | Grants of LTI awards to the CEO and Other NEOs in 2025 reflect a mix of 50% in Performance Stock Units, 25% in stock options, and 25% in Restricted Stock Units. | |

  74. TOTAL LTI VALUE

    TOTAL LTI VALUE For 2025 LTI awards to the NEOs under our regular annual LTI program, the MDCC (or, in the case of the CEO, the independent members of the full Board) determined a total annual LTI (Total LTI) value to be awarded and then allocated the award between PSUs, RSUs, and stock options based on the mix proportions described above. Each of the three elements and the respective values awarded to each NEO are described in detail below. The disclosure regarding our regular annual LTI program does not include the one-time equity awards granted to certain of our named executive officers in connection with the spin-offs, which are described in "Transaction Awards" above. In determining the Total LTI value to be awarded to each NEO, factors that were considered included: •The relative value of long-term incentive awards granted to comparable named executive officers at the Compensation Peer Group companies. •The scope of responsibilities and complexity of the organization (absolute and relative to the Compensation Peer Group companies). •The senior executive development and succession plan. •The value of LTI awards granted in prior years. •Each NEO’s leadership impact and expected future contribution toward the overall success of Honeywell.

  75. PERFORMANCE STOCK UNITS

    PERFORMANCE STOCK UNITS

  76. PERFORMANCE STOCK UNITS

    | | 2025–2027 PERFORMANCE PLAN AWARDS Under the 2025–2027 Performance Plan, a target number of PSUs was issued to each NEO in 2025, for the performance period of January 1, 2025, through December 31, 2027, representing 50% of their total annual LTI value and mix. The actual number of PSUs earned by each NEO for the 2025–2027 cycle will be determined based on Company performance as of the date of the spin-off of Honeywell Aerospace, with the original payout date, as measured by the following four equally weighted performance metrics: |

  77. PERFORMANCE STOCK UNITS

    | 74 | | | 2026 NOTICE AND PROXY STATEMENT |

  78. PERFORMANCE STOCK UNITS

    | THREE-YEAR CUMULATIVE REVENUE | | THREE-YEAR AVERAGE ROI | | | | (25%) | | (25%) | | •Measures the effectiveness of the Company’s organic growth strategies, including new product introduction and marketing and sales effectiveness, as well as projected growth in our end markets. •Adjusted at measurement to exclude the impact of corporate transactions during the period (e.g., acquisitions and divestitures) and fluctuations in foreign currency rates. | | •Focuses leadership on making investment decisions that deliver profitable growth. •Adjusted at measurement to exclude the impact of corporate transactions during the period and the impact of pensions. Results will not be adjusted for foreign currency changes over the cycle. | | | THREE-YEAR AVERAGE SEGMENT MARGIN RATE | | THREE-YEAR RELATIVE TSR | | | | (25%) | | (25%) | | •Focuses executives on driving continued operational improvements and delivering synergies from recent corporate actions and prior period acquisitions. •Adjusted at measurement to exclude the impact of corporate transactions during the period. Results will not be adjusted for foreign currency changes over the cycle. | | •Measures Honeywell’s cumulative TSR relative to the 2025 Compensation Peer Group over a three-year performance period commencing January 1, 2025. •The beginning point for TSR determination (all companies) will be based on an average using the first 30 trading days of the performance period. The ending point will be based on an average using the last 30 trading days of the performance period. | |

  79. PERFORMANCE STOCK UNITS

    For the Corporate NEOs, awards are earned based on performance against the Total Honeywell goals stated above.

  80. 2025–2027 PERFORMANCE PLAN GOALS

    2025–2027 PERFORMANCE PLAN GOALS In February 2025, the MDCC approved robust financial targets for the 2025–2027 performance plan. All approved financial targets represent a significant increase over the prior year, as well as appropriately challenging year-over-year improvement in each year of the three-year performance period. The table below sets out each metric at the Total Honeywell level, along with their respective goals, and the percentage of PSUs awarded that would be earned at each specified level of performance. No PSUs will be earned for a metric if performance falls below the noted threshold. If the Company’s performance for any of the performance metrics falls between the percentages listed on the table, the percentage of PSUs earned shall be determined by linear interpolation.

  81. 2025–2027 PERFORMANCE PLAN GOALS

    | | | Threshold | Target | 150% Payout | Maximum | | | Three-Year Cumulative Revenue ($M) | | | | | | TOTAL MAXIMUM PAYOUT CAPPED AT 200% | | Three-Year Average Segment Margin Rate | | | | | | | | Three-Year Average ROI | | | | | | | | % of PSUs Earned for Each Metric | | | | | | | | | Threshold | | Target | 150% Payout | Maximum | | | Three-Year Relative TSR Percentile(1) | | | | | | | | % of PSUs Earned | | | | | | |

  82. 2025–2027 PERFORMANCE PLAN AWARDS TO NEOs

    | NEO | Target # of PSUs(1) | Grant Date Value(2) | | Mr. Kapur | 34,300 | $7,257,537 | | Mr. Stepniak | 9,000 | 1,904,310 | | Mr. Currier | 9,500 | 2,010,105 | | Mr. Masso(3) | 3,662 | 900,193 | | Mr. Hammoud | 4,700 | 994,473 | | Mr. Lewis | 2,400 | 507,816 | | Mr. Boldea | 9,500 | 2,010,105 |

  83. 2025–2027 PERFORMANCE PLAN AWARDS TO NEOs

    (1)Reflects the total number of PSUs awarded in 2025 for the 2025–2027 Performance Plan cycle. Annual officer PSUs have a grant date of February 19, 2025. (2)The grant date value was determined based on (a) the fair market value of Honeywell stock on the date of grant for the 75% of the award tied to performance against internal metrics, and (b) a multi-factor Monte Carlo simulation of Honeywell’s stock price and TSR relative to each of the other companies in the Compensation Peer Group, for the 25% of the award with payout determined based on three-year TSR relative to the Compensation Peer Group. (3)Mr. Masso's annual PSU was granted on his hire date of July 14, 2025. The actual number of PSUs earned by each NEO for the 2025–2027 cycle will be determined on a formulaic basis as of the date of the spin-off of Honeywell Aerospace, with the original payout date. Dividend equivalents applied during the vesting period as additional PSUs will be adjusted based on the final number of PSUs earned. In determining the final distributions of earned awards, 50% of the resulting PSUs earned will be converted to shares of Company common stock and issued to each NEO, subject to the holding period requirements for officers. The remaining 50% shall be converted to cash based on the fair market value of a share of Honeywell stock on the last day of the performance period and paid to each NEO in the first quarter following the end of the performance period.

  84. 2023–2025 PERFORMANCE PLAN ASSESSMENT

    | 2023–2025 SUMMARY •MDCC approved 2023–2025 PSU payout = 59% of target (Corporate officers). •Payout reflects three-year financial results that were below plan targets at the Total Honeywell level. •Payout reduced as a result of below threshold result on the three-year Relative TSR metric for the measurement period ending December 31, 2025 (shareowner alignment). |

  85. PSU Formulaic Calculation

    PSU Formulaic Calculation In February 2026, the MDCC reviewed the outcomes for the 2023–2025 executive officer PSUs, determined as of December 31, 2025. The following table displays the formulaic 2023–2025 PSU calculation payout results:

  86. PSU Formulaic Calculation

    | Total Honeywell | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | | Cumulative Revenue ($M) | $106,158 | $114,148 | $118,143 | $113,414 | 95.4% | 25% | 24% | | Average Segment Margin Rate | 22.5% | 23.3% | >= 23.8% | 22.8% | 68.8% | 25% | 17% | | Average ROI | 22.9% | 24.4% | >= 25.4% | 23.5% | 70.0% | 25% | 18% | | Three-Year Relative TSR | 35th Percentile | 50th Percentile | >= 75th Percentile | 16% | 0.0% | 25% | 0% | | Total PSU Calculated Percentage — Corporate NEOs (Mr. Kapur and Mr. Lewis) — based 100% on performance against Total Honeywell goals | | | | | | | 59% | | AT | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | | Cumulative Revenue ($M) | $39,532 | $42,507 | $43,995 | $46,087 | 200.0% | 12.5% | 25% | | Average Segment Margin Rate | 27.4% | 28.2% | >= 28.7% | 27.1% | 0.0% | 12.5% | 0% | | Average ROI | 43.3% | 45.6% | >= 47.1% | 45.7% | 106.7% | 12.5% | 13% | | Total PSU Calculated Percentage — Mr. Currier — based 50% on performance against Total Honeywell goals and 50% on performance against business unit goals | | | | | | | 68% | | BA | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | | Cumulative Revenue ($M) | $17,751 | $19,087 | $19,755 | $18,843 | 90.9% | 12.5% | 11% | | Average Segment Margin Rate | 24.4% | 25.2% | >= 25.7% | 25.0% | 87.5% | 12.5% | 11% | | Average ROI | 29.1% | 30.6% | >= 31.6% | 29.2% | 53.3% | 12.5% | 7% | | Total PSU Calculated Percentage — Mr. Hammoud - Financial metrics portion based 50% on Total Honeywell goals and 50% on performance against business unit goals. | | | | | | | 58% | | (1)Business unit executives have a portion of their Performance Plan payout based on performance against plan goals set at the business unit level (i.e., business unit three-year cumulative revenue, business unit average segment margin rate, and business unit three-year average ROI). Consistent with goal setting parameters, revenue was adjusted to exclude the impact of corporate transactions and fluctuations in foreign currency. Segment margin was adjusted to exclude the impact of corporate transactions. ROI was adjusted to exclude the impact of corporate transactions and the impact of pension income and asset fluctuations. Actual performance attainment also excludes the impact of the commercial agreement with Bombardier as an allowable exclusion (i.e., unusual and extraordinary item) under the terms of the Plan. Actual performance attainment was also adjusted to reflect a full year of the Solstice business, assuming November and December results aligned with the last forecast submitted prior to spin. | | | | | | | |

  87. PSU Formulaic Calculation

    | 2026 NOTICE AND PROXY STATEMENT | | | 77 |

  88. PSU Formulaic Calculation

    The table below shows plan-basis TSR details for Honeywell and the 2023 Compensation Peer Group for the three-year performance period of January 1, 2023–December 31, 2025:

  89. PSU Formulaic Calculation

    | Company Name | 3-Year Relative Percentile Ranking (1) | | General Electric Company | 100.0% | | Caterpillar Inc. | 94.4% | | Eaton Corporation plc | 88.8% | | Raytheon Technologies Corp. | 83.3% | | Johnson Controls Int. plc | 77.7% | | 3M Company | 72.2% | | Cisco Systems, Inc. | 64.7% | | Emerson Electric Co. | 61.1% | | General Dynamics Corporation | 55.5% | | Illinois Tool Works Inc. | 50.8% | | Phillips 66 | 50.0% | | Dupont de Nemours, Inc. | 44.4% | | Medtronic PLX | 35.2% | | Deere & Company | 33.3% | | Lockheed Martin Corp. | 22.2% | | Boeing Co. | 11.1% | | Schlumberger Ltd. | 5.5% | | Dow Inc. | —% | | Honeywell International Inc. | 16.2% |

  90. PSU Formulaic Calculation

    (1)Based on three-year TSR determined on a plan-basis, which uses a 30-trading-day average of stock prices from the beginning, and to the end, of the three-year performance period. Honeywell's plan-basis three-year relative percentile ranking of 16.2% was below threshold for this performance plan cycle. As a result, no portion of the 2023–2025 performance plan award was earned on this metric.

  91. Payout Decision

    Payout Decision In February 2026, the MDCC reviewed and assessed the overall formulaic PSU calculation for the 2023–2025 performance cycle for the NEOs that received them. Calculated performance equaled 59% for the Corporate NEOs (Mr. Kapur and Mr. Lewis). The calculated payout for Mr. Currier of 68% reflects a blended calculation of 50% AT performance and 50% Honeywell over the three-year performance period. The calculated payout for Mr. Hammoud of 58% reflects a blended calculation of 50% BA performance and 50% Honeywell over the three-year performance period.

  92. 2023–2025 PSU Payouts

    2023–2025 PSU Payouts Based on the final approved award payout percentages for the 2023–2025 performance period for those NEOs who received their 2023–2025 Performance Plan award in the form of PSUs, the MDCC approved the following individual awards to the NEOs:

  93. 2023–2025 PSU Payouts

    | NEO | 2023–2025 PSUs at Target(1) | Total Payout % | Total 2023–2025 PSUs Earned | | Mr. Kapur | 27,880 | 59% | 16,450 | | Mr. Currier | 9,458 | 68% | 6,432 | | Mr. Hammoud | 2,766 | 58% | 1,604 | | Mr. Lewis | 15,150 | 59% | 8,938 |

  94. 2023–2025 PSU Payouts

    (1)Includes additional PSUs from dividend equivalents. Earned awards became fully vested on February 10, 2026, with final performance certified by the MDCC at its meeting on February 12, 2026. 50% of the PSUs earned were converted to shares of Honeywell common stock, with the net shares paid subject to an additional one-year holding period, in accordance with the officer stock ownership guidelines. The remaining 50% was converted to cash based on the closing stock price of Honeywell common stock on December 31, 2025, and paid in March 2026.

  95. 2023–2025 PSU Payouts

    | 78 | | | 2026 NOTICE AND PROXY STATEMENT |

  96. 2023–2025 Performance Cash Unit Payouts (Mr. Stepniak, Mr. Currier, and Mr. Hammoud)

    2023–2025 Performance Cash Unit Payouts (Mr. Stepniak, Mr. Currier, and Mr. Hammoud) In February 2026, the MDCC also reviewed the calculated outcomes for the 2023–2025 Performance Cash Units (PCUs) issued to non-officer executives in 2023 (which included Mr. Stepniak, Mr. Currier, and Mr. Hammoud who were non-officers at the time of grant). The non-officer performance plan follows the same structure as the 2023–2025 PSUs described above, but excludes the portion of the award that is tied to relative TSR.

  97. 2023–2025 Performance Cash Unit Payouts (Mr. Stepniak, Mr. Currier, and Mr. Hammoud)

    | Total Honeywell | Threshold | Target | Maximum | Actual Plan Performance | | Payout Factor | Weight | Weighted Payout % | | HON Revenue | $106,158 | $114,148 | $118,143 | | $113,414 | 95.4% | 33.3% | 32% | | HON Segment Margin Rate | 22.5% | 23.3% | >= 23.8% | | 22.8% | 68.8% | 33.3% | 23% | | HON Average ROI | 22.9% | 24.4% | >= 25.4% | | 23.5% | 70.0% | 33.3% | 23% | | Honeywell Total PCU Payout % | | | | | | | | 78% |

  98. 2023–2025 Performance Cash Unit Payouts (Mr. Stepniak, Mr. Currier, and Mr. Hammoud)

    | Building Automation | Threshold | | Target | Maximum | Actual Plan Performance(1) | | Payout Factor | Weight | Weighted Payout % | | BA Revenue | | $17,751 | $19,087 | $19,755 | | $18,843 | 90.9% | 16.7% | 15% | | BA Margin | | 24.4% | 25.2% | >= 25.7% | | 25.0% | 87.5% | 16.7% | 15% | | BA ROI | | 29.1% | 30.6% | >= 31.6% | | 29.2% | 53.3% | 16.7% | 9% | | HON Revenue | | $106,158 | $114,148 | $118,143 | | $113,414 | 95.4% | 16.7% | 16% | | HON Segment Margin Rate | | 22.5% | 23.3% | >= 23.8% | | 22.8% | 68.8% | 16.7% | 11% | | HON Average ROI | | 22.9% | 24.4% | >= 25.4% | | 23.5% | 70.0% | 16.7% | 12% | | BA Total PCU Payout % | | | | | | | | | 78% |

  99. 2023–2025 Performance Cash Unit Payouts (Mr. Stepniak, Mr. Currier, and Mr. Hammoud)

    (1)Results for BA executives based 50% on performance against Total Honeywell targets and 50% on performance against Building Automation targets.

  100. 2023–2025 Performance Cash Unit Payouts (Mr. Stepniak, Mr. Currier, and Mr. Hammoud)

    | Aerospace Technologies | Threshold | | Target | Maximum | Actual Plan Performance(1) | | Payout Factor | Weight | Weighted Payout % | | AT Revenue | | $39,532 | $42,507 | $43,995 | | $46,087 | 200.0% | 16.7% | 33% | | AT Margin | | 27.4% | 28.2% | >= 28.7% | | 27.1% | 0.0% | 16.7% | 0% | | AT ROI | | 43.3% | 45.6% | >= 47.1% | | 45.7% | 106.7% | 16.7% | 18% | | HON Revenue | | $106,158 | $114,148 | $118,143 | | $113,414 | 95.4% | 16.7% | 16% | | HON Segment Margin Rate | | 22.5% | 23.3% | >= 23.8% | | 22.8% | 68.8% | 16.7% | 11% | | HON Average ROI | | 22.9% | 24.4% | >= 25.4% | | 23.5% | 70.0% | 16.7% | 12% | | AT Total PCU Payout % | | | | | | | | | 90% |

  101. 2023–2025 Performance Cash Unit Payouts (Mr. Stepniak, Mr. Currier, and Mr. Hammoud)

    (1)Results for AT executives based 50% on performance against Total Honeywell targets and 50% on performance against Aerospace Technologies targets.

  102. 2023–2025 Performance Cash Unit Payouts (Mr. Stepniak, Mr. Currier, and Mr. Hammoud)

    | Energy and Sustainability Solutions | Threshold | | Target | Maximum | Actual Plan Performance(1) | | Payout Factor | Weight | Weighted Payout % | | ESS Revenue | | $23,335 | $25,091 | $25,969 | | $24,197 | 74.5% | 16.7% | 12% | | ESS Margin | | 24.9% | 25.7% | >= 26.2% | | 22.2% | 0.0% | 16.7% | 0% | | ESS ROI | | 29.0% | 29.8% | >= 30.3% | | 21.8% | 0.0% | 16.7% | 0% | | HON Revenue | | $106,158 | $114,148 | $118,143 | | $113,414 | 95.4% | 16.7% | 16% | | HON Segment Margin Rate | | 22.5% | 23.3% | >= 23.8% | | 22.8% | 68.8% | 16.7% | 11% | | HON Average ROI | | 22.9% | 24.4% | >= 25.4% | | 23.5% | 70.0% | 16.7% | 12% | | ESS Total PCU Payout % | | | | | | | | | 51% |

  103. 2023–2025 Performance Cash Unit Payouts (Mr. Stepniak, Mr. Currier, and Mr. Hammoud)

    (1)Results for ESS executives based 50% on performance against Total Honeywell targets and 50% on performance against Energy and Sustainability Solutions targets.

  104. 2023–2025 Performance Cash Unit Payouts (Mr. Stepniak, Mr. Currier, and Mr. Hammoud)

    | 2026 NOTICE AND PROXY STATEMENT | | | 79 |

  105. 2023–2025 Performance Cash Unit Payouts (Mr. Stepniak, Mr. Currier, and Mr. Hammoud)

    Based on the final approved award payout percentage for non-officer executives who received a 2023–2025 Performance Plan award in the form of performance cash units, the following individual awards were earned:

  106. 2023–2025 Performance Cash Unit Payouts (Mr. Stepniak, Mr. Currier, and Mr. Hammoud)

    | NEO | 2023–2025 Performance Cash Units at Target | Value Per Unit | Total Earned Award | Total 2023–2025 Performance Cash Award Earned | | | Mr. Stepniak | 2,517 | $100.00 | 85.1% | | $214,197 | | Mr. Currier | 1,440 | 100.00 | 90.0% | | 129,600 | | Mr. Hammoud | 1,734 | 100.00 | 75.8% | | 131,437 |

  107. 2023–2025 Performance Cash Unit Payouts (Mr. Stepniak, Mr. Currier, and Mr. Hammoud)

    2023-2025 PCU payouts were determined by time spent in each respective business during the performance period: Mr. Stepniak worked in Building Automation on January 1, 2023, then worked in Aerospace Technologies from January 2, 2023 to October 6, 2024 until moving to Corporate from October 7, 2024 through December 31, 2025. Mr. Hammoud worked in ESS (formerly PMT) from January 1, 2023 to March 31, 2023, followed by HBT/BA from April 1, 2023 through December 31, 2025. Mr. Currier worked in Aerospace Technologies for the full 2023-2025 performance cycle. In accordance with SEC disclosure requirements for cash-based awards, 100% of the earned cash award for Mr. Stepniak, Mr. Currier and Mr. Hammoud for the 2023–2025 performance period is included as part of 2026 Non-Equity Incentive Compensation on the Summary Compensation Table, even though originally granted in 2023. The MDCC considered this 2023–2025 cash unit award as part of their 2023 total annual direct compensation (in the year it was granted), which differs from how it is reported on the Summary Compensation Table. Mr. Hammoud became an executive officer in April 2023, Mr. Currier became an executive officer in August 2023, and Mr. Stepniak became an executive officer in February 2025. They have received PSU awards, rather than PCU awards, since then.

  108. STOCK OPTIONS

    STOCK OPTIONS

  109. STOCK OPTIONS

    | | Stock options granted to the NEOs in 2025 represented 25% of their total annual LTI value and mix. The MDCC believes that stock options continue to be an important element for focusing executives on actions that drive long-term stock appreciation, which is directly aligned with the interests of our shareowners. The information below does not include the one-time stock option awards granted to certain of our named executive officers in connection with the spin-offs, which are described in "Transaction Awards" above. Stock options vest 25% per year over four years and have a 10-year term to exercise. The strike price for the 2025 annual stock options granted to NEOs in February is $209.81, which was the fair market value of Honeywell stock on the grant date (February 19, 2025). The grant date fair value of a stock option was determined by a third-party valuation company using a Black-Scholes valuation method. |

  110. STOCK OPTIONS

    | NEO | # of Stock Options(1) | Grant Date Value(2) | | Mr. Kapur | 82,700 | $3,623,914 | | Mr. Stepniak | 21,600 | 946,512 | | Mr. Currier | 22,800 | 999,096 | | Mr. Masso(3) | 9,206 | 413,165 | | Mr. Hammoud | 11,100 | 486,402 | | Mr. Lewis | 5,700 | 249,774 | | Mr. Boldea | 22,700 | 994,714 |

  111. STOCK OPTIONS

    (1)Reflects the total number of stock options awarded to each NEO in 2025. The strike price for options granted is equal to the fair market value of Honeywell stock on the date of grant. Options vest 25% per year over four years from the grant date. Upon exercise, stock options are settled in shares of Honeywell stock. (2)Annual officer stock options have a grant date of February 19, 2025, at a Black-Scholes value of $43.82 per option. (3)Mr. Masso's annual stock option grant was received on his hire date of July 14, 2025, at a Black-Scholes value of $44.88 per option and a strike price of $236.71.

  112. RESTRICTED STOCK UNITS

    RESTRICTED STOCK UNITS

  113. RESTRICTED STOCK UNITS

    | | RSUs granted to the NEOs in 2025 represented 25% of their total annual LTI value and mix. RSUs vest 33%, 33%, and 34% on the second, third, and fourth anniversaries of the grant date, respectively. This vesting period is aligned with market practices and is designed to strengthen retention. The information below does not include the one-time RSU award granted to certain of our named executive officers in connection with the spin-offs, which are described in "Transactions Awards" above. |

  114. RESTRICTED STOCK UNITS

    | 80 | | | 2026 NOTICE AND PROXY STATEMENT |

  115. RESTRICTED STOCK UNITS

    The following table presents the total number of annual RSUs granted to each NEO in 2025 and their respective grant date values:

  116. RESTRICTED STOCK UNITS

    | NEO | # of RSUs(1)(2) | Grant Date Value(3) | | Mr. Kapur | 17,200 | $3,608,732 | | Mr. Stepniak | 4,500 | 944,145 | | Mr. Currier | 4,700 | 986,107 | | Mr. Masso | 1,901 | 449,986 | | Mr. Hammoud | 2,300 | 482,563 | | Mr. Lewis | 1,100 | 230,791 | | Mr. Boldea | 4,700 | 986,107 |

  117. RESTRICTED STOCK UNITS

    (1)Annual RSUs have a grant date of February 19, 2025, except for Mr. Masso who received his annual RSU grant on his hire date of July 14, 2025. (2)Officer RSUs vest 33%, 33%, and 34% on the second, third, and fourth anniversaries of the grant date, respectively. During the vesting period, dividend equivalents will be earned in the form of additional RSU shares based on regular dividends paid by Honeywell, with such additional dividends vesting on the same timing as the underlying RSUs to which they relate. In addition, upon vesting, RSUs are settled in shares of Honeywell stock with the NEO required to hold the resulting net shares at least one year before being able to sell them. (3)Grant date value is determined using the average of the high and low stock prices of Honeywell stock on the grant date. Numbers shown are based on a grant date value of $209.81, except for Mr. Masso, whose grant date value was $236.71.

  118. NON-QUALIFIED DEFERRED COMPENSATION PLANS

    NON-QUALIFIED DEFERRED COMPENSATION PLANS Honeywell executives (including the NEOs) may choose to participate in certain non-qualified deferred compensation plans to permit retirement savings in a tax-efficient manner. Executives can elect to defer up to 100% of their annual ICP awards. In addition, executives may also participate in the Honeywell Supplemental Savings Plan to defer base salary that cannot be contributed to the Company’s 401(k) savings plan due to IRS limitations. These amounts are matched by the Company only to the extent required to make up for a shortfall in the available match under the 401(k) savings plan due to IRS limitations. Deferred compensation balances earn interest at a fixed rate based on the Company’s 15-year cost of borrowing, which is subject to change on an annual basis (4.91% for 2025). Matching contributions are treated as if invested in Company common stock. These plans are explained in more detail on page 95.

  119. RECOUPMENT/CLAWBACK

    RECOUPMENT/CLAWBACK Our Board determined that it is in the Company’s best interests to ensure that all performance-based cash compensation and equity awards reflect actual performance. Consistent with such determination, our Board adopted a Clawback Policy, in accordance with Rule 10D-1 of the Exchange Act and Nasdaq listing standards. This Clawback Policy is administered by our MDCC and enables the Company to recover from covered current and former executives certain incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with any financial reporting requirements under the federal securities laws. Our Clawback Policy covers current and former executive officers, including all officers for purposes of Section 16 of the Exchange Act, and applies to any incentive-based cash compensation that is granted, earned, or vested based wholly or in part on the attainment of any Company financial reporting measure. If the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the MDCC shall require any executive officer covered by our Clawback Policy to reimburse or forfeit to the Company the amount of incentive-based compensation received by such executive officer based on the financial statements prior to the restatement that exceeds the amount such executive officer would have received had the incentive-based compensation been determined based on the financial restatement. The MDCC will not consider the executive officer’s responsibility or fault or lack thereof in enforcing our Clawback Policy to recoup the amount described above. In addition, we maintain the clawback guidelines set forth in our Corporate Governance Guidelines. Under these guidelines, if the Board determines that a covered executive officer engaged in any misconduct that materially contributes to, or causes, a significant restatement of financial results, this may, independently, result in the recoupment (or clawback) of performance-based incentive awards (both equity- and cash-based awards). The complete text of the Corporate Governance Guidelines is posted on our website at investor.honeywell.com (see “Governance/Governance Overview”). In addition, if during the two-year period following an executive officer’s termination of employment with Honeywell, he or she commences employment with, or otherwise provides services to a Honeywell competitor, without the MDCC’s prior approval, or otherwise violates other restrictive covenants (including non-solicitation commitments), then the Company reserves the right, for awards issued under its Stock Incentive Plans, to: •Cancel all unexercised options and unvested equity; and •Recover any gains attributable to options that were exercised, and any value attributable to RSUs and Performance Plan awards that were paid, during the period beginning 12 months before and ending two years after the executive officer’s termination of employment. Honeywell has entered into non-competition agreements with each of the NEOs that preclude them from going to work for a competitor for up to two years after termination of employment. The list of competitors and the duration of the non-competition covenant has been tailored, in each case, to the executive officer’s position and the competitive threat this represents. Because money damages cannot adequately compensate Honeywell for violations of these non-competition covenants, we have a full range of equitable remedies at our disposal to enforce these agreements, including the ability to seek injunctive relief.

  120. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  121. SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards(5) | Non-Equity Incentive Plan Compensation(6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(7) | All Other Compensation(8) | Total Compensation(9) | | Vimal Kapur Chairman and Chief Executive Officer | 2025 | $1,600,000 | — | $10,866,269 | $3,623,914 | $3,516,800 | $573,547 | $200,905 | $20,381,435 | | | 2024 | 1,555,769 | — | 9,776,415 | 3,250,820 | 2,915,508 | 498,217 | 280,463 | 18,277,193 | | | 2023 | 1,225,000 | — | 7,530,223 | 2,510,104 | 2,416,500 | 283,838 | 435,965 | 14,401,630 | | Michal Stepniak Senior Vice President and Chief Financial Officer | 2025 | 875,000 | — | 2,848,455 | 946,512 | 1,245,197 | — | 457,115 | 6,372,279 | | James Currier President and Chief Executive Officer, Aerospace Technologies | 2025 | 826,269 | — | 2,996,212 | 999,096 | 1,163,200 | 329,567 | 79,112 | 6,393,456 | | | 2024 | 756,538 | — | 2,557,379 | 852,471 | 1,017,522 | 262,881 | 64,139 | 5,510,931 | | | 2023 | 531,560 | — | 2,469,418 | 919,053 | 829,692 | 99,247 | 46,413 | 4,895,383 | | James Masso(3) President and Chief Executive Officer, Process Automation | 2025 | 298,558 | — | 3,850,310 | 413,165 | 314,300 | — | 5,200 | 4,881,533 | | Billal Hammoud(4) President and Chief Executive Officer, Building Automation | 2025 | 693,539 | — | 2,477,084 | 486,402 | 1,008,837 | 10,255 | 58,327 | 4,734,443 | | Gregory P. Lewis Former Senior Vice President and Chief Financial Officer | 2025 | 428,423 | — | 738,607 | 249,774 | 381,000 | 103,446 | 38,190 | 1,939,440 | | | 2024 | 1,000,961 | — | 4,500,003 | 1,499,999 | 970,800 | 265,775 | 93,355 | 8,330,894 | | | 2023 | 920,612 | — | 4,102,410 | 1,367,716 | 1,162,900 | 322,347 | 75,443 | 7,951,428 | | Lucian Boldea Former President and Chief Executive Officer, Industrial Automation | 2025 | 587,077 | — | 2,996,212 | 994,714 | — | — | 2,551,399 | 7,129,402 | | | 2024 | 826,769 | — | 3,063,704 | 1,021,239 | 666,600 | 4,608 | 62,974 | 5,645,893 | | | 2023 | 769,231 | — | 2,850,019 | 950,058 | 975,200 | 501 | 214,697 | 5,759,706 |

  122. SUMMARY COMPENSATION TABLE

    (1)Represents actual base salary paid in 2025. (2)The 2025 Stock Awards column represents the sum of two components: (i) PSU awards under the 2025–2027 Performance Plan, and (ii) RSU awards granted during the year. The unit grant date fair values of PSUs issued in 2025 were $211.59 for annual grants made to Messrs. Kapur, Stepniak, Currier, Hammoud, Lewis, and Boldea, on February 19, 2025. PSU unit values were calculated based on (a) the value of Honeywell stock on the date of grant for the 75% of the award tied to performance against internal metrics, and (b) a multi-factor Monte Carlo simulation of Honeywell’s stock price and TSR relative to each of the other companies in the Compensation Peer Group, determined in accordance with FASB ASC Topic 718, for the 25% of the award with payout determined based on three-year TSR relative to the Compensation Peer Group. The unit grant date fair values of RSUs issued in 2025 were $209.81 for annual grants made to Messrs. Kapur, Stepniak, Currier, Hammoud, Lewis, and Boldea on February 19, 2025. RSU unit values are determined using the average of the high and low stock prices of Honeywell stock on the grant date. The one-time transaction awards granted in 2025 are not included in this table because no compensation expense was required to be recognized with respect to such RSUs in 2025 due to the probable outcome of the performance-based vesting condition. (3)Mr. Masso received his annual RSU and PSU grant on his hire date of July 14, 2025, as well as a one-time sign-on RSU equal to $2,500,131. The unit grant date fair value of Mr. Masso's PSU issued in 2025 was $245.82, and the unit grant date fair value of both his annual and sign-on RSU was $236.71. (4)Mr. Hammoud received a one-time discretionary RSU on December 17, 2025 with a grant date value of $1,000,048 in recognition of his leadership in both the successful integration of Access Solutions and financial outperformance. The following table provides a breakdown of the amounts reported as Stock Awards for Messrs. Kapur, Stepniak, Currier, Masso, Hammoud, Lewis and Boldea.

  123. SUMMARY COMPENSATION TABLE

    | 86 | | | 2026 NOTICE AND PROXY STATEMENT |

  124. SUMMARY COMPENSATION TABLE

    | NEO | 2025–2027 Performance Stock Units | Restricted Stock Units | Total Stock Awards | | Mr. Kapur | $7,257,537 | $3,608,732 | $10,866,269 | | Mr. Stepniak | 1,904,310 | 944,145 | 2,848,455 | | Mr. Currier | 2,010,105 | 986,107 | 2,996,212 | | Mr. Masso | 900,193 | 2,950,117 | 3,850,310 | | Mr. Hammoud | 994,473 | 1,482,611 | 2,477,084 | | Mr. Lewis | 507,816 | 230,791 | 738,607 | | Mr. Boldea | 2,010,105 | 986,107 | 2,996,212 |

  125. SUMMARY COMPENSATION TABLE

    (5)The 2025 Option Awards shown reflect the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718, using the Black-Scholes option-pricing model at the time of grant, with the expected-term input derived from a risk-adjusted Monte Carlo simulation of the historical exercise behavior and probability-weighted movements in Honeywell’s stock price over time. Annual officer stock options were awarded to Messrs. Kapur, Stepniak, Currier, Hammoud, Lewis, and Boldea with grant date of February 19, 2025, at a Black-Scholes value of $43.82 per option. The portion of the one-time spin-off awards granted in the form of stock options in 2025 are not included in this table because no compensation expense was required to be recognized with respect to such stock options due to the probable outcome of the performance based vesting. Mr. Masso's option grant was given with a grant date of July 14, 2025 at a Black-Scholes value of $44.88. A discussion of the assumptions used in the valuation of option awards made in fiscal year 2025 may be found in Note 15 of the Notes to the Financial Statements in the Company’s Form 10-K for the year ended December 31, 2025. (6)The 2025 Non-Equity Incentive Plan Compensation value for each NEO, except Messrs. Stepniak, Currier, and Hammoud represents their annual ICP award for the 2025 plan year. 80% of the ICP award is determined using the pre-set formulaic methodology discussed beginning on page 66, 15% is based on individual assessments determined by the MDCC discussed beginning on page 68, and the remaining 5% is based on the Corporate Responsibility KPIs discussed on page 73. The amount for Messrs. Stepniak, Currier, and Hammoud includes the sum of both their 2025 annual ICP award and their earned payout from Performance Plan cash units issued for the January 1, 2023–December 31, 2025, cycle, that is required to be reported in the final year of the performance period under SEC rules, even though granted in 2023 and covering a three-year period. The following table provides the breakdown of the amounts reported as 2025 Non-Equity Incentive Plan Compensation for Messrs. Stepniak, Currier, and Hammoud:

  126. SUMMARY COMPENSATION TABLE

    | NEO | 2025 ICP Award | 2023–2025 Performance Cash Unit Payout | Total Non-Equity Incentive Plan Compensation | | Mr. Stepniak | $1,031,000 | $214,197 | $1,245,197 | | Mr. Currier | 1,033,600 | 129,600 | 1,163,200 | | Mr. Hammoud | 877,400 | 131,437 | 1,008,837 |

  127. SUMMARY COMPENSATION TABLE

    (7)Represents (i) the aggregate change in the present value of each Named Executive Officer’s accumulated benefit under the Company’s pension plans from December 31, 2024, to December 31, 2025, (as disclosed in the Pension Benefits table on page 94 of this Proxy Statement) and (ii) interest earned in 2025 on deferred compensation that is considered “above-market interest” under SEC rules (as discussed beginning on page 97), as further detailed below.

  128. SUMMARY COMPENSATION TABLE

    | NEO | Change in Pension Value(a) | NQDC Interest(b) | Total Change in Pension Value and Nonqualified Deferred Compensation Earnings | | Mr. Kapur | $573,547 | $— | $573,547 | | Mr. Stepniak | — | — | — | | Mr. Currier | 329,567 | — | 329,567 | | Mr. Masso | — | — | — | | Mr. Hammoud | 10,255 | — | 10,255 | | Mr. Lewis | 103,446 | — | 103,446 | | Mr. Boldea | — | — | — |

  129. SUMMARY COMPENSATION TABLE

    (a)The change in aggregate pension value was calculated as the change in present value of the accumulated retirement benefit for each Named Executive Officer and was calculated as the lump sum available from the Retirement Earnings formula at the date indicated. Messrs. Stepniak, Masso, and Boldea are not eligible for a Company-sponsored pension plan. (b)Represents earnings under the Honeywell Excess Benefit Plan, Honeywell Supplemental Savings Plan, or Honeywell Deferred Incentive Plan, or deferred RSU awards that are in excess of that determined using SEC market interest rates. There were no excess earnings under these plans in 2025. (8)For 2025, All Other Compensation consists of the following:

  130. SUMMARY COMPENSATION TABLE

    | NEO | Matching Contributions(a) | Personal Use of Company Aircraft(b) | Security(c) | | Relocation(d) | Tax Gross- Up(e) | Excess Liability Insurance(f) | Executive Physical/ Medical Services (g) | Separation Pay(h) | Total Other Compensation | | Mr. Kapur | $112,000 | $36,679 | | $41,026 | $— | $— | $5,200 | $6,000 | $— | $200,905 | | Mr. Stepniak | 24,500 | 17,892 | | — | 262,832 | 140,691 | 5,200 | 6,000 | — | 457,115 | | Mr. Currier | 57,839 | — | | — | — | — | 5,200 | 16,073 | — | 79,112 | | Mr. Masso | — | — | | — | — | — | 5,200 | — | — | 5,200 | | Mr. Hammoud | 48,548 | — | | — | — | — | 5,200 | 4,579 | — | 58,327 | | Mr. Lewis | 29,990 | — | | — | — | — | 5,200 | 3,000 | — | 38,190 | | Mr. Boldea | — | — | | — | — | — | 5,200 | — | 2,546,199 | 2,551,399 |

  131. SUMMARY COMPENSATION TABLE

    (a)Represents total Company matching contributions to each Named Executive Officer’s accounts in the tax-qualified Honeywell 401(k) Plan and the non-tax-qualified Supplemental Savings Plan. The value of registrant contributions includes annual matching contributions that were credited to the Named Executive Officers in January 2026 for the 2025 year. (b)For security reasons, Mr. Kapur is required by Company policy to use Company aircraft for all business and personal travel (requirement to use Company aircraft for specific personal travel may be waived at the discretion of Honeywell’s security personnel). Other NEOs may have access to available corporate aircraft for personal travel, from time to time, if approved by the CEO. The amount shown for each NEO represents the aggregate incremental

  132. SUMMARY COMPENSATION TABLE

    | 2026 NOTICE AND PROXY STATEMENT | | | 87 |

  133. SUMMARY COMPENSATION TABLE

    cost of personal travel. This amount is calculated by multiplying the total number of personal flight hours by the average direct variable operating costs (e.g., expenses for aviation employees, variable aircraft maintenance, telecommunications, transportation charges, including but not limited to hangar and landing fees, aviation fuel, and commissaries) per flight hour for Company aircraft. (c)In accordance with the CEO security plan, represents the total paid by the Company in 2025 for expenses relating to personal residential security provided to protect Mr. Kapur. (d)Represents expenses of relocation for Mr. Stepniak to Charlotte, NC, including travel, shipping household goods, temporary housing, and assistance with the sale of his home. Mr. Stepniak did not have a loss on sale" as a part of his relocation. (e)Represents the tax gross up amount related to relocation for Mr. Stepniak to Charlotte, NC. (f)Represents the annual premiums paid by the Company to purchase excess liability insurance coverage for each Named Executive Officer. (g)Represents the cost of the annual executive physical covered by the Company (excess over insurance) and concierge medical services provided to Charlotte-based officers. (h)Represents Mr. Boldea's full separation pay including amounts paid in 2025 and future year payments. Mr. Boldea's separation was deemed an involuntary termination by the Company without cause under the terms of the Senior Severance Plan. (9)Represents total reportable compensation determined in accordance with SEC disclosure requirements.

  134. SUMMARY COMPENSATION TABLE

    | 88 | | | 2026 NOTICE AND PROXY STATEMENT |

  135. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2025

    GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2025

  136. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2025

    | Named Executive Officer (NEO) | Award Type(1) | Approval Date | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) | All Other Option Awards: Number of Securities Underlying Options(5) | Exercise or Base Price of Option Awards ($/Sh) | Closing Price on Date of Grant of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(6) | | | | | | Threshold(2) | Target | Maximum | Threshold | Target | Maximum | | | | | | | Vimal Kapur | ICP | | | $28,000 | $2,800,000 | $5,600,000 | | | | | | | | | | | NQSO | 2/14/2025 | 2/19/2025 | | | | | | | | 82,700 | $209.81 | $210.81 | $3,623,914 | | | NQSO(7) | 2/14/2025 | 2/19/2025 | | | | | | | | 41,078 | 209.81 | 210.81 | — | | | PSU25-27 | 2/14/2025 | 2/19/2025 | | | | 2,262 | 36,185 | 72,370 | | | | | 7,257,537 | | | RSU | 2/14/2025 | 2/19/2025 | | | | | | | 17,200 | | | | 3,608,732 | | | RSU(7) | 2/14/2025 | 2/19/2025 | | | | | | | 5,720 | | | | — | | Michal Stepniak | ICP | | | 8,549 | 854,890 | 1,709,780 | | | | | | | | | | | NQSO | 2/13/2025 | 2/19/2025 | | | | | | | | 21,600 | 209.81 | 210.81 | 946,512 | | | NQSO(7) | 2/13/2025 | 2/19/2025 | | | | | | | | 34,231 | 209.81 | 210.81 | — | | | PSU25-27 | 2/13/2025 | 2/19/2025 | | | | 593 | 9,495 | 18,990 | | | | | 1,904,310 | | | RSU | 2/13/2025 | 2/19/2025 | | | | | | | 4,500 | | | | 944,145 | | | RSU(7) | 2/13/2025 | 2/19/2025 | | | | | | | 4,767 | | | | — | | James Currier | ICP | | | 8,282 | 828,225 | 1,656,449 | | | | | | | | | | | NQSO | 2/13/2025 | 2/19/2025 | | | | | | | | 22,800 | 209.81 | 210.81 | 999,096 | | | NQSO(7) | 2/13/2025 | 2/19/2025 | | | | | | | | 41,078 | 209.81 | 210.81 | — | | | PSU25-27 | 2/13/2025 | 2/19/2025 | | | | 626 | 10,023 | 20,046 | | | | | 2,010,105 | | | RSU | 2/13/2025 | 2/19/2025 | | | | | | | 4,700 | | | | 986,107 | | | RSU(7) | 2/13/2025 | 2/19/2025 | | | | | | | 5,720 | | | | — | | James Masso | ICP | | | 3,162 | 316,233 | 632,466 | | | | | | | | | | | NQSO | 6/5/2025 | 7/14/2025 | | | | | | | | 9,206 | 236.71 | 238.06 | 413,165 | | | PSU25-27 | 6/5/2025 | 7/14/2025 | | | | 242 | 3,864 | 7,728 | | | | | 900,193 | | | RSU | 6/5/2025 | 7/14/2025 | | | | | | | 1,901 | | | | 449,986 | | | RSU | 6/5/2025 | 7/14/2025 | | | | | | | 10,562 | | | | 2,500,131 | | Billal Hammoud | ICP | | | 6,941 | 694,148 | 1,388,296 | | | | | | | | | | | NQSO | 2/13/2025 | 2/19/2025 | | | | | | | | 11,100 | 209.81 | 210.81 | 486,402 | | | NQSO(7) | 2/13/2025 | 2/19/2025 | | | | | | | | 13,693 | 209.81 | 210.81 | — | | | PSU25-27 | 2/13/2025 | 2/19/2025 | | | | 310 | 4,959 | 9,918 | | | | | 994,473 | | | RSU | 2/13/2025 | 2/19/2025 | | | | | | | 2,300 | | | | 482,563 | | | RSU(7) | 2/13/2025 | 2/19/2025 | | | | | | | 1,907 | | | | — | | | RSU | 12/15/2025 | 12/17/2025 | | | | | | | 4,993 | | | | 1,000,048 | | Gregory P. Lewis | ICP | | | 3,445 | 344,526 | 689,052 | | | | | | | | | | | NQSO | 2/13/2025 | 2/19/2025 | | | | | | | | 5,700 | 209.81 | 210.81 | 249,774 | | | PSU25-27 | 2/13/2025 | 2/19/2025 | | | | 158 | 2,532 | 5,064 | | | | | 507,816 | | | RSU | 2/13/2025 | 2/19/2025 | | | | | | | 1,100 | | | | 230,791 | | Lucian Boldea | ICP | | | | | | | | | | | | | | | | NQSO | 2/13/2025 | 2/19/2025 | | | | | | | | 22,700 | 209.81 | 210.81 | 994,714 | | | NQSO(7) | 2/13/2025 | 2/19/2025 | | | | | | | | 13,693 | 209.81 | 210.81 | — | | | PSU25-27 | 2/13/2025 | 2/19/2025 | | | | | | | | | | | 2,010,105 | | | RSU | 2/13/2025 | 2/19/2025 | | | | | | | 4,700 | | | | 986,107 | | | RSU(7) | 2/13/2025 | 2/19/2025 | | | | | | | 1,907 | | | | — |

  137. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2025

    (1)Award Type: ICP = Incentive Compensation Plan (for 2025 performance year, paid in 2026) NQSO = Nonqualified Stock Option PSU25-27 = 2025–2027 Performance Stock Unit RSU = Restricted Stock Unit (2)Represents the minimum level of performance that must be achieved for any amount to be payable. (3)The amount in the Target column represents the number of PSUs awarded to the Named Executive Officer in 2025 under the 2016 Stock Incentive Plan for the performance period of January 1, 2025–December 31, 2027. The actual number of PSUs has been adjusted to account for the Solstice Advanced Materials spin-off. Actual earned PSU awards may range from 0% to 200% based on performance against plan metrics over the three-year performance period. Awards vest 100% in February 2028. 50% of the total number of PSUs earned will be converted to, and paid in, cash. 50% of the earned PSUs will be paid in shares subject to a minimum one-year holding period.

  138. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2025

    | 2026 NOTICE AND PROXY STATEMENT | | | 89 |

  139. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2025

    (4)Represents the number of RSUs awarded to the Named Executive Officer in 2025 under the 2016 Stock Incentive Plan. Annual RSUs vest in three installments; 33% on each of the second and third anniversaries of the grant date and 34% on the fourth anniversary of the grant date. Also included is the one-time sign-on RSU grant for Mr. Masso on July 14, 2025 and the one-time discretionary RSU grant for Mr. Hammoud on December 17, 2025. (5)NQSO awards in this column represent the number of annual stock options awarded to the Named Executive Officers on the Grant Date. These stock options vest in equal annual installments over a period of four years and have a 10-year term. The exercise price is equal to the fair market value of Honeywell stock on the date of grant. (6)The grant date fair values for NQSO awards were calculated in accordance with FASB ASC Topic 718, using the Black-Scholes option valuation model at the time of grant. NQSO grant date values were $43.82 for February 19, 2025 grants and $44.88 for Mr. Masso's July 14, 2025 grant. A more detailed discussion of the assumptions used in the valuation of stock option awards may be found in Note 15 of the Notes to the Financial Statements in the Company’s Form 10-K for the year ended December 31, 2025. The grant date fair values for RSUs were determined using the average of the high and low stock prices of Honeywell stock on the grant date. Grant date fair values for RSUs issued in 2025 were $209.81 for February 19, 2025, grants, $236.71 for Mr. Masso's July 14, 2025 grant, and $200.29 for Mr. Hammoud's December 17, 2025 grant. The grant date fair value for PSU25-27 awards were calculated based on the value of Honeywell stock on the date of grant for the 75% of the award tied to performance against internal metrics, and (b) a multifactor Monte Carlo simulation of Honeywell’s stock price and TSR relative to each of the other companies in the Compensation Peer Group, determined in accordance with FASB ASC Topic 718, for the 25% of the award with payout determined based on three-year TSR relative to the Compensation Peer Group. The PSU25-27 grant date fair values were $211.59 for February 19, 2025 grants and $245.82 for Mr. Masso's July 14, 2025 grant. (7)There is no grant date value shown for transaction awards granted in 2025 because no compensation expense was required to be recognized with respect to such awards in 2025 due to the probable outcome of the performance based vesting condition.

  140. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

  141. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | | Option Awards(1) | | | | | Stock Awards | | | | | | | Name | Grant Year | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(2) | | Number of Unearned Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(2) | | | Vimal Kapur | 2025 | — | 43,335 | (3) | $198.89 | 2/18/2035 | | | | 6,168(4) | | $1,203,220 | | | 2025 | — | 87,244 | | 198.89 | 2/18/2035 | 18,544(5) | | $3,617,833 | 36,980(6) | | 7,214,334 | | | 2024 | 22,444 | 67,332 | | 187.39 | 2/15/2034 | 18,166(7) | | 3,543,966 | 35,341(8) | | 6,894,722 | | | 2023 | 15,081 | 15,082 | | 182.37 | 5/31/2033 | 4,034(9) | | 787,058 | | | | | | 2023 | 19,495 | 19,496 | | 189.21 | 2/9/2033 | 5,570(10) | | 1,086,590 | | | | | | 2023 | | | | | | 11,540(11) | | 2,251,309 | | | | | | 2023 | | | | | | 16,340(11) | | 3,187,802 | | | | | | 2022 | 16,494 | 5,497 | | 179.33 | 7/27/2032 | 1,208(12) | | 235,692 | | | | | | 2022 | 34,972 | 11,657 | | 179.84 | 2/10/2032 | 2,307(13) | | 450,166 | | | | | | 2021 | 29,855 | — | | 192.16 | 2/11/2031 | 755(14) | | 147,265 | | | | | | 2020 | 36,184 | — | | 171.50 | 2/13/2030 | 689(15) | | 134,491 | | | | | | 2019 | 30,171 | — | | 146.19 | 2/25/2029 | | | | | | | | | 2018 | 18,178 | — | | 141.04 | 2/26/2028 | | | | | | | | | 2017 | 17,077 | — | | 113.46 | 2/27/2027 | | | | | | | | | Total | 239,951 | 249,643 | | | | 79,153 | | 15,442,172 | 78,489 | | 15,312,276 | | Michal Stepniak | 2025 | — | 36,112 | (3) | $198.89 | 2/18/2035 | | | | 5,139(4) | | $1,002,650 | | | 2025 | — | 22,787 | | 198.89 | 2/18/2035 | 4,852(5) | | $946,626 | 9,703(6) | | 1,893,052 | | | 2024 | 1,863 | 5,590 | | 187.23 | 2/28/2034 | 1,488(16) | | 290,326 | | | | | | 2023 | | | | | | 1,616(17) | | 315,332 | | | | | | 2023 | 3,428 | 3,427 | | 184.19 | 2/22/2033 | 1,459(18) | | 284,543 | | | | | | 2022 | 5,559 | 1,853 | | 179.84 | 2/10/2032 | 1,010(19) | | 196,961 | | | | | | 2021 | | | | | | 679(20) | | 132,548 | | | | | | 2021 | 5,641 | — | | 192.16 | 2/11/2031 | | | | | | | | | 2020 | | | | | | 1,196(21) | | 233,314 | | | | | | Total | 16,491 | 69,769 | | | | 12,300 | | 2,399,650 | 14,842 | | 2,895,702 | | James Currier | 2025 | — | 43,335 | (3) | $198.89 | 2/18/2035 | | | | 6,168(4) | | $1,203,220 | | | 2025 | — | 24,052 | | 198.89 | 2/18/2035 | 5,068(5) | | $988,694 | 10,243(6) | | 1,998,322 | | | 2024 | 5,884 | 17,658 | | 187.39 | 2/15/2034 | 4,747(7) | | 926,151 | 9,249(8) | | 1,804,457 | | | 2023 | 10,841 | 10,840 | | 183.79 | 7/31/2033 | 2,983(17) | | 581,883 | | | | | | 2023 | 1,962 | 1,961 | | 184.19 | 2/22/2033 | 835(18) | | 162,864 | | | | | | 2023 | | | | | | 9,458(11) | | 1,845,065 | | | | | | 2022 | 3,421 | 1,140 | | 179.84 | 2/10/2032 | 1,010(19) | | 196,961 | | | | | | 2021 | 3,067 | — | | 192.16 | 2/11/2031 | | | | | | | | | 2020 | | | | | | 798(21) | | 155,688 | | | | | | 2020 | 4,106 | — | | 171.50 | 2/13/2030 | | | | | | | | | 2019 | 2,658 | — | | 146.19 | 2/25/2029 | | | | | | | | | 2018 | 1,762 | — | | 141.04 | 2/26/2028 | | | | | | | | | Total | 33,701 | 98,986 | | | | 24,899 | | 4,857,306 | 25,660 | | 5,005,999 | | James Masso | 2025 | — | 9,711 | | $224.38 | 7/13/2035 | 2,029(22) | | $395,847 | 3,908(6) | | $762,490 | | | 2025 | — | — | | | | 11,271(23) | | 2,198,867 | | | | | | Total | — | 9,711 | | | | 13,300 | | 2,594,714 | 3,908 | | 762,490 | | Billal Hammoud | 2025 | | | | | | 4,993(24) | | $974,084 | | | | | | 2025 | — | 14,445 | (3) | $198.89 | 2/18/2035 | | | | 2,056(4) | | $401,140 | | | 2025 | — | 11,710 | | 198.89 | 2/18/2035 | 2,480(5) | | 483,880 | 5,068(6) | | 988,694 | | | 2024 | 2,622 | 7,871 | | 187.39 | 2/15/2034 | 2,116(7) | | 412,889 | 4,123(8) | | 804,401 | | | 2023 | 3,518 | 3,519 | | 186.91 | 4/23/2033 | 951(25) | | 185,592 | | | | | | 2023 | 2,361 | 2,360 | | 184.19 | 2/22/2033 | 1,005(18) | | 196,144 | | | | | | 2023 | | | | | | 2,766(11) | | 539,602 | | | | | | 2022 | | | | | | 690(26) | | 134,651 | | | | | | 2022 | 4,233 | 1,412 | | 179.84 | 2/10/2032 | | | | | | | | | 2021 | 5,060 | — | | 214.53 | 11/7/2031 | | | | | | | | | Total | 17,794 | 41,317 | | | | 15,001 | | 2,926,842 | 11,247 | | 2,194,235 |

  142. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | 2026 NOTICE AND PROXY STATEMENT | | | 91 |

  143. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | | Option Awards(1) | | | | | Stock Awards | | | | | | | Name | Grant Year | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(2) | | Number of Unearned Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(2) | | | Gregory P. Lewis | 2025 | — | 6,013 | | 198.89 | 2/18/2035 | 1,186(5) | | 231,473 | 2,588(6) | | 504,814 | | | 2024 | 10,357 | 31,607 | | 187.39 | 2/15/2034 | 8,355(7) | | 1,629,976 | 16,275(8) | | 3,175,054 | | | 2023 | 18,076 | 18,077 | | 189.21 | 2/9/2033 | 5,162(10) | | 1,007,134 | | | | | | 2023 | | | | | | 15,150(11) | | 2,955,674 | | | | | | 2022 | 43,438 | 14,479 | | 179.84 | 2/10/2032 | 2,922(13) | | 570,083 | | | | | | 2021 | 54,013 | — | | 192.16 | 2/11/2031 | 1,350(14) | | 263,436 | | | | | | 2020 | 74,057 | — | | 171.50 | 2/13/2030 | 1,419(15) | | 276,918 | | | | | | Total | 199,941 | 70,176 | | | | 35,544 | | 6,934,694 | 18,863 | | 3,679,867 | | Lucian Boldea | 2022 | 9,279 | 9,280 | | 162.79 | 10/3/2027 | 2,250(27) | | 438,870 | | | | | | Total | 9,279 | 9,280 | | | | 2,250 | | 438,870 | — | | — |

  144. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    (1)Stock option grants vest in four installments at the rate of 25% per year beginning on the first anniversary of the date of grant. (2)Market value determined using the closing market price of $195.09 per share of common stock on December 31, 2025. (3)Reflects one-time Stock Option grant for the successful separation from Honeywell Aerospace. Vesting will occur 50% at the completion of the separation and 50% one year after the separation from Honeywell Aerospace. (4)Reflects one- time RSU grant for the successful separation from Honeywell Aerospace. Vesting will occur 50% at the completion of the separation and 50% one year after the separation from Honeywell Aerospace. (5)2025 RSU grants will vest 33% on each of February 19, 2027, and February 19, 2028, with the remaining RSUs vesting on February 19, 2029. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2025, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (6)Represents PSUs issued under the 2025–2027 Performance Plan. Actual payout will be based on final performance against plan metrics for the full three-year cycle. The number of PSUs reflected in the table includes dividend equivalents applied on the target number of shares through December 31, 2025, which were reinvested as additional unvested PSUs that will vest on the same basis as the underlying PSUs to which they relate. (7)A portion of the 2024 RSU grants vested on February 16, 2026, the remaining RSUs will vest 49% on February 16, 2027, and 51% on February 16, 2028. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2025, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (8)Represents PSUs issued under the 2024–2026 Performance Plan. Actual payout will be based on final performance against plan metrics for the full three-year cycle. The number of PSUs reflected in the table includes dividend equivalents applied on the target number of shares through December 31, 2025, which were reinvested as additional unvested PSUs that will vest on the same basis as the underlying PSUs to which they relate. (9)A portion of this 2023 RSU grant vested on June 1, 2025. The remaining RSUs will vest 49% on June 1, 2026 and 51% on June 1, 2027. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2025, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (10)A portion of the 2023 RSU grant vested on February 10, 2025 and February 10, 2026. The remaining RSUs will vest on February 10, 2027. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2025, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (11)Represents PSUs issued under the 2023–2025 Performance Plan based on final MDCC approved payout for the full three-year cycle. The number of PSUs reflected in the table includes dividend equivalents applied on the target number of shares through December 31, 2025, which were reinvested as additional unvested PSUs that will vest on the same basis as the underlying PSUs to which they relate. (12)A portion of this 2022 RSU grant vested on July 28, 2024. The remaining RSUs will vest 49% on July 28, 2026, and 51% on July 28, 2028. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2025, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (13)A portion of these 2022 RSU grants vested on February 11, 2024 and February 11, 2026. The remaining RSUs will vest on February 11, 2028. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2025, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (14)A portion of these 2021 RSU grants vested on February 12, 2023 and February 12, 2025. The remaining RSUs will vest on February 12, 2027. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2025, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (15)A portion of these 2020 RSU grants vested on February 14, 2022, February 14, 2024, and February 14, 2026. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2025, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (16)This 2024 RSU grant will vest 100% on March 1, 2027. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2025, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (17)A portion of this 2023 RSU grant vested on August 1, 2025. The remaining RSUs will vest 49% on August 1, 2026 and 51% on August 1, 2027. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2025, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (18)This 2023 RSU vested 100% on February 23, 2026. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2025, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (19)A portion of these 2022 RSU grants vested on February 11, 2023 and February 11, 2025. The remaining RSUs will vest on February 11, 2027. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2025, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate.

  145. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | 92 | | | 2026 NOTICE AND PROXY STATEMENT |

  146. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    (20)A portion of this 2021 RSU grant vested on July 29, 2023 and July 29, 2025. The remaining RSUs will vest on July 29, 2027. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2025, which were reinvested as additional RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (21)A portion of this 2020 RSU grant vested on July 30, 2022 and July 30, 2024. The remaining RSUs will vest on July 30, 2026. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2025, which were reinvested as additional RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (22)2025 RSU grants will vest 33% on each of July 14, 2027 and July 14, 2028, with the remaining RSUs vesting on July 14, 2029. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2025, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (23)Mr. Masso received a sign-on RSU award as an outstanding equity buyout on July 14, 2025. This award will vest 33% on each of July 14, 2026 and July 14, 2027, with the remaining RSUs vesting on July 14, 2028. (24)Mr. Hammoud received a one-time RSU award on December 17, 2025 that will vest 100% on December 17, 2028. (25)A portion of this 2023 RSU grant vested on April 24, 2025. The remaining RSUs will vest 49% on April 24, 2026 and 51% on April 24, 2027. (26)A portion of this 2022 RSU grant vested on July 28, 2024 and July 28, 2025 . The remaining RSUs will vest on July 28, 2026. (27)A portion of this 2022 RSU grant vested on October 3, 2024. The remaining RSUs will vest 49% on October 3, 2026 and 51% October 3, 2028.

  147. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2025

    OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2025

  148. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2025

    | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise(1) | Value Realized on Exercise(2) | Number of Shares Acquired on Vesting(3) | Value Realized on Vesting(4) | | Mr. Kapur | — | $— | 25,267(5) | $5,440,687 | | Mr. Stepniak | — | — | 3,514(6) | 748,012 | | Mr. Currier | — | — | 3,721(7) | 799,854 | | Mr. Masso | — | — | — | — | | Mr. Hammoud | — | — | 1,989(8) | 420,840 | | Mr. Lewis | 86,031(9) | 5,014,786 | 22,176(10) | 4,748,710 | | Mr. Boldea | 36,181(11) | 1,299,290 | 15,603(12) | 3,325,824 |

  149. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2025

    (1)Represents the total number of stock options exercised during 2025 before the sale of option shares to cover the option exercise price, transaction costs, and applicable taxes. (2)Represents “in the money” value of stock options at exercise calculated as the difference between the market price at exercise and the exercise price, multiplied by the total number of options exercised. The individual totals may include multiple exercise transactions during the year. (3)Represents the total number of RSUs and PSUs that vested during 2025 before share withholding for taxes and transaction costs. (4)Represents the total value of RSUs and PSUs at the vesting. The individual totals may include multiple vesting transactions during the year. RSUs are calculated at the average of the high and low share price of one share of common stock on the day of vesting multiplied by the total number of units that vested. PSUs are paid 50% as cash and 50% as shares; cash value is calculated using the closing price of December 31, 2025, and the value of shares is calculated at the average of the high and low share price upon payout on 2/13/2025. Under Honeywell's Stock Ownership Guidelines, an officer must hold after-tax net shares from an RSU or PSU vesting for at least one year before they can be sold (waived upon retirement). (5)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 3,214 net shares were retained. Upon the vesting of PSUs, 9,770 shares were settled in cash, and 5,500 net shares were retained after withholding shares to cover applicable taxes. Net shares must be held for at least one year before they can be sold. (6)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 2,241 net shares were retained. Net shares must be held for at least one year before they can be sold. (7)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 2,158 net shares were retained. Net shares must be held for at least one year before they can be sold. (8)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 1,155 net shares were retained. Net shares must be held for at least one year before they can be sold. (9)Relates to stock options originally granted in February 2018 and 2019 with a 10-year term that would have expired in 2028 and 2029 if not exercised. Options were sold immediately upon exercise. (10)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 2,731 net shares were retained. Upon the vesting of PSUs, 8,652 shares were settled in cash, and 4,880 net shares were retained after withholding shares to cover applicable taxes. Net shares must be held for at least one year before they can be sold. (11)Relates to stock options originally granted in October 2022, February 2023, and February 2024 with a 10-year term that would have expired in 2032, 2033, and 2034 if not exercised. Options were sold immediately upon exercise. (12)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 4,047 net shares were retained. Upon the vesting of PSUs, 4,446 shares were settled in cash, and 2,697 net shares were retained after withholding shares to cover applicable taxes.

  150. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2025

    | 2026 NOTICE AND PROXY STATEMENT | | | 93 |

  151. PENSION BENEFITS

    PENSION BENEFITS The following table provides summary information about the pension benefits that have been earned by the Company’s Named Executive Officers (NEOs) under two pension plans, the Honeywell International Inc. Supplemental Executive Retirement Plan (SERP) and the Honeywell International Inc. Retirement Earnings Plan (REP):

  152. Pension Benefits — Fiscal Year 2025

    Pension Benefits — Fiscal Year 2025

  153. Pension Benefits — Fiscal Year 2025

    | Named Executive Officer | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefits(1) | | Vimal Kapur | REP | 11.5 | $223,640 | | | SERP | 11.5 | 1,782,689 | | | Total | | 2,006,329 | | Michal Stepniak | REP | — | — | | | SERP | — | — | | | Total | | — | | James Currier | REP | 19.3 | 376,071 | | | SERP | 19.3 | 748,431 | | | Total | | 1,124,502 | | James Masso | REP | — | — | | | SERP | — | — | | | Total | | — | | Billal Hammoud | REP | 3.9 | 92,301 | | | SERP | — | — | | | Total | | 92,301 | | Gregory P. Lewis | REP | 19.0 | 370,318 | | | SERP | 19.0 | 1,793,444 | | | Total | | 2,163,762 | | Lucian Boldea | REP | — | — | | | SERP | — | — | | | Total | | — |

  154. Pension Benefits — Fiscal Year 2025

    (1)The present value of the accumulated retirement benefit for each Named Executive Officer is calculated as the lump sum available from the retirement earnings formula at December 31, 2025, using a 5.25% discount rate and projected PRI-2012 mortality. The SERP and REP benefits depend on the length of each Named Executive Officer’s employment with Honeywell (and companies that have been acquired by Honeywell). This information is provided in the table above under the column titled “Number of Years of Credited Service.” The column in the table above titled “Present Value of Accumulated Benefits” represents a financial calculation that estimates the cash value today of the full pension benefit that has been earned by each Named Executive Officer. It is based on various assumptions, including assumptions about how long each Named Executive Officer will live and future interest rates. Additional details about the pension benefits for each Named Executive Officer include: •The REP is a tax-qualified pension plan in which a large portion of Honeywell’s U.S. employees participate. •The REP complies with tax requirements applicable to broad-based pension plans, which impose dollar limits on the amount of benefits that can be provided. As a result, the pensions that can be paid under the REP for higher-paid employees represent a much smaller fraction of current income than the pensions that can be paid to less highly paid employees. We make up for this difference, in part, by providing supplemental pensions through the SERP. •All SERP benefits will be paid in a lump sum on the first day of the first month that begins following the 105th day after the officer’s separation from service (as that term is defined in Internal Revenue Code Section 409A), subject to further payment delay that may be required by Internal Revenue Code Section 409A relating to specified employees. •Mr. Stepniak, Mr. Masso, and Mr. Boldea were not eligible to receive a pension benefit from Honeywell based on their hire date and, therefore, do not participate in the REP or the SERP.

  155. Pension Benefits — Fiscal Year 2025

    | 94 | | | 2026 NOTICE AND PROXY STATEMENT |

  156. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2025

    NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2025 Honeywell limits deferred compensation amounts owed to executives by having the interest rate accruing on deferrals under the Honeywell Excess Benefit Plan, the Honeywell Supplemental Savings Plan (the SS Plan), and the Honeywell Deferred Incentive Plan (the DIC Plan) be a rate that changes annually based on the Company’s 15-year cost of borrowing, and requiring payment of the SS Plan or DIC Plan deferrals to begin shortly after termination of employment in a lump sum unless the participant leaves the Company after reaching retirement (age 55 with 10 years of service). In addition, cash dividend equivalents on vested deferred RSUs cannot be deferred, and dividend equivalents on unvested RSUs are reinvested in additional RSUs and subject to the same vesting schedule as the underlying RSUs.

  157. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2025

    | Named Executive Officer | Plan | Executive Contributions in Last FY(2) | Registrant Contributions in Last FY(1)(2) | Aggregate Earnings in Last FY(2) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(2) | | Vimal Kapur | SS Plan(1) | $495,885 | $87,500 | $97,191 | — | $3,028,704 | | | DIC Plan | 1,457,754 | — | 277,497 | — | 6,032,440 | | | Deferred RSUs | — | — | — | — | — | | | Total | 1,953,639 | 87,500 | 374,688 | — | 9,061,144 | | Michal Stepniak | SS Plan(1) | — | — | — | — | — | | | DIC Plan | — | — | — | — | — | | | Deferred RSUs | — | — | — | — | — | | | Total | — | — | — | — | — | | James Currier | SS Plan(1) | 42,601 | 37,276 | 96 | — | 219,061 | | | DIC Plan | — | — | — | — | — | | | Deferred RSUs | — | — | — | — | — | | | Total | 42,601 | 37,276 | 96 | — | 219,061 | | James Masso | SS Plan(1) | — | — | — | — | — | | | DIC Plan | — | — | — | — | — | | | Deferred RSUs | — | — | — | — | — | | | Total | — | — | — | — | — | | Billal Hammoud | SS Plan(1) | 98,589 | 27,985 | 8,017 | — | 336,908 | | | DIC Plan | 65,660 | — | 2,759 | — | 68,419 | | | Deferred RSUs | — | — | — | — | — | | | Total | 164,249 | 27,985 | 10,776 | — | 405,327 | | Gregory P. Lewis | SS Plan(1) | 50,981 | 5,490 | 29,673 | — | 1,659,185 | | | DIC Plan | — | — | 6,993 | — | 145,949 | | | Deferred RSUs | — | — | — | — | — | | | Total | 50,981 | 5,490 | 36,666 | — | 1,805,134 |

  158. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2025

    | 2026 NOTICE AND PROXY STATEMENT | | | 95 |

  159. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2025

    | Named Executive Officer | Plan | Executive Contributions in Last FY(2) | | Registrant Contributions in Last FY(1)(2) | | Aggregate Earnings in Last FY(2) | | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(2) | | | Lucian Boldea | SS Plan(1) | | 134,619 | | — | | 19,991 | — | | 642,763 | | | DIC Plan | | 133,320 | | — | | 15,924 | — | | 354,361 | | | Deferred RSUs | | — | | — | | — | — | | — | | | Total | | 267,939 | | — | | 35,915 | — | | 997,124 |

  160. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2025

    All deferred compensation amounts, regardless of the plan, are unfunded and unsecured obligations of the Company and are subject to the same risks as any of the Company’s general obligations. (1)For SS Plan deferrals, the Company's matching contributions are credited annually no later than the following January 31st if the Named Executive Officer was actively employed or on a disability leave of absence as of December 15th. The value of registrant contributions in the last fiscal year for the SS Plan includes annual matching contributions that were credited to the Named Executive Officers in January 2026 for the 2025 year. (2)The following table details the extent to which amounts reported in the contributions and earnings columns are reported in the Summary Compensation Table and amounts reported in the aggregate balance column were reported in the Summary Compensation Table for previous years. In the table above, for the SS Plan, the “Aggregate Earnings in Last FY” column includes interest credits and changes in the value of the Company Common Stock Fund. The value of the Company Common Stock Fund increases or decreases in accordance with the Company’s stock price and the reinvestment of dividends. In the table above, for the deferred RSUs, the “Aggregate Earnings in Last FY” column includes dividend equivalent credits and any increase (or decrease) in the Company’s stock price:

  161. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2025

    | NEO | Executive Contributions in SCT | Registrant Contributions in SCT | Earnings in SCT | Portion of Aggregate Balance Included in Prior SCTs | | Vimal Kapur | $495,885 | $87,500 | $— | $4,655,196 | | Michal Stepniak | — | — | — | — | | James Currier | 42,601 | 37,276 | — | 114,251 | | James Masso | — | — | — | — | | Billal Hammoud | 98,589 | 27,985 | — | — | | Gregory P. Lewis | 50,981 | 5,490 | — | 1,079,711 | | Lucian Boldea | 134,619 | — | — | 794,927 |

  162. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL This section describes the benefits payable to our NEOs in two circumstances: •Termination of Employment •Change in Control (CIC)

  163. TERMINATION OR CIC IMPACT ON OUTSTANDING AWARDS

    TERMINATION OR CIC IMPACT ON OUTSTANDING AWARDS Treatment of outstanding stock plan awards following termination of employment depends on the plan under which the awards were granted, as follows:

  164. TERMINATION OR CIC IMPACT ON OUTSTANDING AWARDS

    | Plan | Treatment of Stock Options, RSUs, and PSUs | | 2011 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates | •RSUs become vested in full upon death or disability. •Following termination of employment, unless otherwise agreed by the Company pursuant to the terms of the plan, participants (or their beneficiaries) have until the earlier of the original expiration date or the following period in which to exercise vested options: •Three (3) years in the event of death, disability, or a voluntary or involuntary termination (other than for cause) after qualifying for “early retirement” (age 55 and 10 years of service) or “full retirement” (age 60 and 10 years of service). •One (1) year in the case of any other involuntary termination without cause; and •Thirty (30) days in the case of a voluntary termination. •These rules are hereinafter referred to as the “2011 Stock Plan Exercise Rules.” •Unvested stock options and RSUs do not automatically vest upon a CIC if rolled over or replaced by the successor. Following a CIC, vesting shall only occur if a participant’s employment is terminated, either by the successor without cause or by the participant for good reason (that is, “double trigger” vesting), within two years following a CIC. These rules are hereinafter referred to as the “Double Trigger CIC Rules.” | | 2016 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates | •The Double Trigger CIC Rules apply to unvested stock options and RSUs under this plan. Double trigger vesting also applies to PSUs awarded under this plan where the awards are rolled over or replaced by the successor, with vesting on a pro rata basis at target for incomplete performance periods, and based on the actual earned award for completed performance cycles, and paid within 90 days of a participant’s termination of employment, either by the successor without cause or by the participant for good reason (that is, “double trigger” vesting), within two years following a CIC. RSU and PSU awards that are not rolled over or replaced by the successor vest immediately upon the CIC. •The 2011 Stock Plan Exercise Rules apply to vested stock options under this plan. •There is no acceleration of vesting of awards upon reaching retirement age. Unvested RSUs and a prorated amount of a PSU award are paid upon a termination due to death or disability. Unvested stock options vest upon a termination due to death or disability. |

  165. TERMINATION OR CIC IMPACT ON OUTSTANDING AWARDS

    | 2026 NOTICE AND PROXY STATEMENT | | | 101 |

  166. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of the individual identified as our median paid employee and the 2025 annual total compensation of Vimal Kapur, our Chairman and CEO. To identify the median of the annual total compensation of all our employees, and to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates we used were as follows: •Our median employee was identified using our global employee population as of October 31, 2025 (the "Determination Date"). •Before applying the “De Minimis Exemption” adjustment permitted under SEC rules (described below), our global population on the Determination Date consisted of approximately 116,066 individuals.

  167. CEO PAY RATIO

    | Total U.S. Employees(1) | 56,443 | | Total Non-U.S. Employees | 59,623 (no exclusions) | | Total Global Workforce | 116,066 |

  168. CEO PAY RATIO

    (1)Total U.S. Employees includes Sandia National Laboratories and Kansas City National Security Campus workforces, which are U.S. Department of Energy facilities managed by Honeywell as a contract operator. We applied the De Minimis Exemption adjustment to exclude a total of 4,899 employees located in jurisdictions outside the U.S. Such employees represent less than five percent of our Total Global Workforce. The countries and approximate number of Honeywell employees excluded were Algeria (68), Angola (2), Argentina (137), Azerbaijan (12), Bahrain (14), Bangladesh (3), Brazil (325), Bulgaria (176), Chile (176), Colombia (76), Croatia (6), Ecuador (3), Egypt (251), Hong Kong (173), Hungary (310), Indonesia (140), Japan (142), Jordan (11), Kazakhstan (95), Kenya (4), Kuwait (136), Latvia (2), Luxembourg (7), Macao (26), Morocco (15), Nigeria (11), Oman (60), Pakistan (5), Panama (3), Peru (46), Philippines (26), Portugal (36), Republic of Serbia (7), Saudi Arabia (559), Slovakia (459),South Africa (191), Spain (578), Sweden (53), Taiwan (112), Thailand (100),Turkey (237), Ukraine (22), Uruguay (4), Uzbekistan (33), and Vietnam (47). Total Workforce for Determination of Median Employee:

  169. CEO PAY RATIO

    | Total U.S. Employees | 56,443 | | Total Non-U.S. Employees | 54,724 (excluding 4,899 employees) | | Total Global Workforce | 111,167 |

  170. CEO PAY RATIO

    To identify the median employee from our employee population, we collected actual base salary and incentive awards paid during the 12-month period ending on the Determination Date. As permitted under SEC rules, we annualized the compensation of all newly hired permanent employees during this period. Using this methodology, our median employee was determined to be a full-time employee based in the United States. The annual total compensation for our median employee in calendar 2025, our last completed fiscal year, was $85,048, calculated in accordance with the rules applicable to the Summary Compensation Table (SCT) of this Proxy Statement. For 2025, the annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $20,381,435. Based on this information, for 2025, the ratio of the annual total compensation of Mr. Kapur, our CEO, to the median of the annual total compensation of all employees was estimated to be 239 to 1. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported here, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  171. CEO PAY RATIO

    | 2026 NOTICE AND PROXY STATEMENT | | | 103 |

  172. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding executive pay and performance. The table below shows pay both as reported in the Summary Compensation Table (Summary Comp Table Total) for the applicable fiscal year and as “compensation actually paid” (CAP) for our principal executive officer(s) (PEO) and as an average of all of our other named executive officers (Non-PEO NEOs) for the applicable fiscal year. Both Summary Comp Table Total pay and CAP are calculated in accordance with the requirements of Regulation S-K and may differ substantially from the manner in which the MDCC makes executive compensation decisions, which is described in the Compensation Discussion and Analysis beginning on page 52. The table below also shows (i) Honeywell’s cumulative total shareowner return (TSR), (ii) the TSR of the Nasdaq Industrial Select Sector Index (XLI), which we have used as our peer group for purposes of this table, (iii) Honeywell’s net income for the applicable fiscal year, and (iv) Honeywell’s performance with respect to a Company-selected measure (CSM), which in our assessment represents the single most important financial performance metric used to link compensation actually paid to our NEOs for the most recently completed fiscal year to Honeywell’s performance. We selected segment margin as the CSM for the 2025 fiscal year.

  173. PAY VERSUS PERFORMANCE

    | | Summary Comp Table Total for PEO — Kapur (b)(1) | Comp Actually Paid to PEO — Kapur (c)(2),(3),(4) | Summary Comp Table Total for PEO — Adamczyk (b)(1) | Comp Actually Paid to PEO — Adamczyk (c)(2),(3),(5) | Avg. Summary Comp Table for Non-PEO NEOs (d)(1) | Avg. Comp Actually Paid to Non-PEO NEOs (e)(2),(3),(6) | Value of Initial Fixed $100 Investment Based on: | | | CSM: Segment Margin (i)(7) | | | Year (a) | | | | | | | Total Shareowner Return ($)(f) | Peer Group Total Shareowner Return (Composite) (g) | Net Income (in millions) (h) | | | | 2025 | $20,381,435 | $10,865,674 | $— | $— | $5,241,759 | $1,804,962 | $107.80 | $189.10 | $4,772 | | 21.7% | | 2024 | 18,277,193 | 21,623,963 | — | — | 6,741,799 | 7,708,705 | 115.09 | 158.45 | 5,740 | | 22.6% | | 2023 | 14,401,630 | 14,757,418 | 23,029,368 | 21,520,786 | 6,531,247 | 6,230,330 | 104.61 | 135.07 | 5,672 | | 23.5% | | 2022 | — | — | 25,437,598 | 36,729,811 | 8,310,085 | 11,405,134 | 104.59 | 114.34 | 4,967 | | 22.6% | | 2021 | — | — | 26,100,120 | 15,687,973 | 7,489,516 | 5,024,129 | 99.71 | 121.08 | 5,610 | | 22.3% |

  174. PAY VERSUS PERFORMANCE

    (1)The PEO(s) and Non-PEO NEOs included in the above compensation columns reflect the following:

  175. PAY VERSUS PERFORMANCE

    | Year | PEO (CEO) | Non-PEO NEOs | | 2025 | Vimal Kapur | Michal Stepniak, James Currier, James Masso, Billal Hammoud, Gregory P. Lewis, Lucian Boldea | | 2024 | Vimal Kapur | Gregory P. Lewis, Anne T. Madden, Lucian Boldea, James Currier | | 2023 | Vimal Kapur, Darius Adamczyk | Gregory P. Lewis, Anne T. Madden, Lucian Boldea, James Currier | | 2022 | Darius Adamczyk | Gregory P. Lewis, Anne T. Madden, Vimal Kapur, Lucian Boldea | | 2021 | Darius Adamczyk | Gregory P. Lewis, Anne T. Madden, Que T. Dallara, Michael R. Madsen |

  176. PAY VERSUS PERFORMANCE

    (2)Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for RSU awards, including reinvested dividend equivalent units, closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price, (2) for PSU awards (excluding TSR portion of the PSU award), the same valuation methodology as RSU awards above except year-end and vesting date values are multiplied by the forecasted performance factor as of each such date, and include reinvested dividend equivalent units, (3) for the TSR-based portion of the PSU awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s) or, in the case of vesting date, the actual vesting price and performance factor, and (4) for stock options, the fair value calculated by a Black-Scholes model as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair values but using the closing stock price on the applicable revaluation date as the current market price, and in all cases based on volatility, dividend rates, and risk free rates determined as of the revaluation date. (3)For the portion of “Compensation Actually Paid” that is based on year-end stock prices, the following prices were used: for 2025: $195.09 (13.6% decrease from prior year), for 2024: $225.89 (7.7% increase from prior year), for 2023: $209.71 (2.1% decrease from prior year), for 2022: $214.30 (2.8% increase from prior year), for 2021: $208.51 (2.0% decrease from prior year). (4)The dollar amounts reported for Mr. Kapur under “Compensation Actually Paid” represent the amount of “compensation actually paid” to Mr. Kapur, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kapur during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Kapur's compensation for each year to determine the compensation actually paid:

  177. PAY VERSUS PERFORMANCE

    | | PEO — Kapur ($) | | | | | 2025 | 2024 | 2023 | | Total Reported in Summary Compensation Table (SCT) | $20,381,435 | $18,277,193 | $14,401,630 | | Less, Value of Stock & Option Awards Reported in SCT | (14,490,183) | (13,027,235) | (10,040,327) | | Less, Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT | (573,547) | (498,217) | (283,838) | | Plus, Pension Service Cost | — | 205,572 | 94,485 | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 15,866,339 | 16,385,615 | 10,811,208 | | Plus, Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | (9,108,010) | 830,991 | 467,763 | | Plus, FMV of Awards Granted this Year and that Vested this Year | — | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | (1,210,360) | (549,956) | (693,504) | | Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | — | — | — | | Total Adjustments | (9,515,761) | 3,346,770 | 355,788 | | “Compensation Actually Paid” to PEO — Kapur | $10,865,674 | $21,623,963 | $14,757,418 |

  178. PAY VERSUS PERFORMANCE

    | 104 | | | 2026 NOTICE AND PROXY STATEMENT |

  179. PAY VERSUS PERFORMANCE

    (5)The dollar amounts reported for Mr. Adamczyk under “Compensation Actually Paid” represent the amount of “compensation actually paid” to Mr. Adamczyk, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Adamczyk during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Adamczyk’s total compensation for each year to determine the compensation actually paid:

  180. PAY VERSUS PERFORMANCE

    | | PEO — Adamczyk ($) | | | | | 2023 | 2022 | 2021 | | Total Reported in Summary Compensation Table (SCT) | $23,029,368 | $25,437,598 | $26,100,120 | | Less, Value of Stock & Option Awards Reported in SCT | (18,000,300) | (18,994,812) | (19,734,739) | | Less, Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT | (515,490) | (757,453) | (608,232) | | Plus, Pension Service Cost | 59,709 | 189,227 | 337,104 | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 18,914,098 | 22,196,690 | 14,602,954 | | Plus, Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | 2,029,201 | 9,053,140 | (1,770,930) | | Plus, FMV of Awards Granted this Year and that Vested this Year | — | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | (3,995,801) | (394,579) | (3,238,305) | | Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | — | — | — | | Total Adjustments | (1,508,582) | 11,292,213 | (10,412,147) | | “Compensation Actually Paid” to PEO — Adamczyk | $21,520,786 | $36,729,811 | $15,687,973 |

  181. PAY VERSUS PERFORMANCE

    (6)The dollar amounts reported under Average Compensation Actually Paid for Non-PEO NEOs represent the average amount of "compensation actually paid" to the Non-PEO NEOs as a group (excluding the PEOs), as computed in accordance with Items 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the Non-PEO NEOs' total compensation for each year to determine the compensation actually paid:

  182. PAY VERSUS PERFORMANCE

    | | Non-PEO NEOs Average ($) | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Reported in Summary Compensation Table (SCT) | $5,241,759 | $6,741,799 | $6,531,247 | $8,310,085 | $7,489,516 | | Less, Value of Stock & Option Awards Reported in SCT | (3,332,757) | (4,619,960) | (4,410,961) | (6,206,612) | (5,394,884) | | Less, Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT | (73,878) | (240,762) | (228,752) | (257,602) | (151,402) | | Plus, Pension Service Cost | — | 79,833 | 61,265 | 44,745 | 82,389 | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 3,106,216 | 5,811,584 | 4,710,290 | 7,905,172 | 3,998,779 | | Plus, Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | (1,518,402) | 376,031 | 282,769 | 1,771,263 | (475,089) | | Plus, FMV of Awards Granted this Year and that Vested this Year | — | — | — | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | (366,414) | (439,820) | (715,527) | (161,917) | (525,181) | | Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | (1,251,562) | — | — | — | — | | Total Adjustments | (3,436,796) | 966,906 | (300,916) | 3,095,050 | (2,465,387) | | Average “Compensation Actually Paid” to Non-PEO NEOs | $1,804,962 | $7,708,705 | $6,230,330 | $11,405,134 | $5,024,129 |

  183. PAY VERSUS PERFORMANCE

    (7) 2025 Segment Margin reflects continuing operations, as a result of the Solstice spin-off and reclassification of the Advanced Materials business into discontinued operations. 2021-2024 – Segment Margin included in the table reflects our previously reported financial results and does not reflect the reclassification of the Advanced Materials business to discontinued operations. The six items listed below represent the most important financial performance metrics we used to determine CAP for FY2025 as further described in our Compensation Discussion and Analysis within the sections titled “Annual Incentive Compensation Plan Decisions” and “Long-Term Incentive Compensation Decisions.”

  184. PAY VERSUS PERFORMANCE

    | Most Important Financial Metrics | | Adjusted Earnings Per Share | | Average Segment Margin | | Free Cash Flow | | Cumulative Revenue | | Average Return on Investment | | Relative Total Shareowner Return |

  185. PAY VERSUS PERFORMANCE

    | 2026 NOTICE AND PROXY STATEMENT | | | 105 |

  186. PAY VERSUS PERFORMANCE

    The graphs below illustrate the relationships between, respectively, our TSR and the TSR of our peer group, CAP and our TSR, CAP and our net income, and CAP and the CSM (segment margin).

  187. INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS

    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.

  188. SHAREOWNER PROPOSALS AND BOARD NOMINEES

    SHAREOWNER PROPOSALS AND BOARD NOMINEES