Form 4: Honeywell Director Acquires Phantom Shares

Honeywell Director Deborah Flint acquired 377.7822 phantom shares under a deferred compensation plan, increasing her beneficial ownership to 5,487.3367 shares.

Summary

• Deborah Flint, a Director at Honeywell International Inc. (HON), acquired 377.7822 phantom shares on January 2, 2026.
• The acquisition was made under a deferred compensation plan for non-employee directors and was a pre-planned transaction under Rule 10b5-1(c).
• Each phantom share was valued at $195.88.
• Following this transaction, Deborah Flint beneficially owns a total of 5,487.3367 phantom shares.
• Phantom shares are allocated based on the common stock price and will be settled in cash based on the common stock price at settlement, according to the reporting person's elections.
• A confirming statement dated June 5, 2026, authorizes Jay Shah and Richard Kent to execute and file Forms 3, 4, and 5 on behalf of Deborah Flint.

Sentiment

Score: 7

Explanation: The acquisition of phantom shares by a director, even under a deferred compensation plan, generally signals continued alignment of interests with shareholders and confidence in the company's future performance.

Positives

• The acquisition of phantom shares by a director, even under a deferred compensation plan, generally signals continued alignment of interests with shareholders and confidence in the company's future performance.
• The transaction was pre-planned under Rule 10b5-1(c), indicating a structured approach to insider transactions.

Risks

• The value of the phantom shares, which are settled in cash, is directly tied to the future price of Honeywell's common stock, exposing the beneficial owner to market price fluctuations.

Future Outlook

The phantom shares will be settled in cash based on the price of Honeywell's common stock at the time of settlement, according to elections made by the reporting person as permitted under the Deferred Compensation Plan.

Management Comments

• "Deferred Compensation (Phantom Shares) are allocated based on the price of Common Stock on the contribution date by dividing the dollar amount of the contribution by the price per share of Common Stock."
• "Phantom shares are accrued under the Deferred Compensation Plan for Non-Employee Directors and will be settled in cash based on elections by the Reporting Person as permitted under the Plan."

Industry Context

This transaction reflects a common practice in corporate governance where non-employee directors receive compensation, often in the form of deferred equity or equity-linked instruments, to align their interests with long-term shareholder value. Such plans are standard across many publicly traded companies.

Comparison to Industry Standards

• This transaction reflects a standard practice for non-employee director compensation, where deferred compensation plans are common across large publicly traded companies.
• The use of phantom shares, settled in cash based on common stock price, is a widely adopted mechanism to align director interests with shareholder value without direct equity ownership until settlement.
• No specific comparable companies or projects are detailed in this filing.

Corporate Governance

Related Party Transactions

• The acquisition of 377.7822 phantom shares by Director Deborah Flint under the company's Deferred Compensation Plan for Non-Employee Directors constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The director's increased beneficial ownership of phantom shares aligns her financial interests with the company's stock performance, potentially benefiting shareholders through shared incentives.
• Management: The deferred compensation plan is a standard component of executive and director compensation, aiding in talent retention and motivation.

Next Steps

• Phantom shares will be settled in cash based on future elections by the reporting person and the common stock price at settlement.

Key Dates

Recommendation

This Form 4 reports a routine, pre-planned acquisition of phantom shares by a director under a deferred compensation plan. It does not provide new material information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transaction reflects standard compensation practices and director alignment.

Keywords

Honeywell, HON, Deborah Flint, Insider Transaction, Form 4, Phantom Shares, Deferred Compensation, Director Stock Acquisition, SEC Filing, Rule 10b5-1