Form 4: Honeywell Completes Solstice Advanced Materials Spin-Off

Honeywell International Inc. has completed the spin-off of Solstice Advanced Materials Inc. by distributing all SOLS common stock to its shareholders.

Summary

• Honeywell International Inc. disposed of all 158,727,456 issued and outstanding shares of common stock of Solstice Advanced Materials Inc. (SOLS).
• The disposal occurred on October 30, 2025, through a pro rata dividend to Honeywell shareowners.
• Honeywell shareowners received one share of SOLS Common Stock for every four shares of Honeywell Common Stock held.
• The record date for the dividend distribution was October 17, 2025.
• This transaction completed the previously announced spin-off of SOLS from Honeywell.
• On September 30, 2025, Honeywell reported owning 158,724,140 shares of SOLS Common Stock.
• An amended and restated certificate of incorporation of SOLS, filed on October 24, 2025, resulted in a recapitalization, converting the 158,724,140 shares into 158,727,456 shares.
• The recapitalization was exempt under Rules 16a-9 and 16b-7 of the Exchange Act and did not alter Honeywell's pecuniary interest in SOLS.

Sentiment

Score: 7

Explanation: The completion of a spin-off is generally viewed as a neutral to positive corporate action, as it aims to create value for shareholders by separating distinct business units, allowing each to pursue independent growth strategies. No negative implications are indicated in this filing.

Positives

• Honeywell successfully completed the spin-off of Solstice Advanced Materials Inc., potentially allowing both entities to focus on their core strategies.
• The spin-off distributes ownership of SOLS directly to Honeywell shareholders, potentially unlocking value for them by providing direct equity in the new entity.

Future Outlook

The filing primarily reports a completed transaction and does not provide specific forward-looking statements or guidance regarding future performance or strategic direction for either Honeywell or Solstice Advanced Materials Inc.

Management Comments

• Richard E. Kent, Deputy General Counsel, Corporate Transactions, Securities & Governance of Honeywell International Inc., signed the filing.

Industry Context

Spin-offs are a common corporate strategy for large conglomerates like Honeywell to streamline operations, divest non-core assets, or unlock shareholder value by allowing business units to operate independently with dedicated management and capital structures. This move aligns with a broader trend of companies focusing on core competencies.

Corporate Governance

Related Party Transactions

• The spin-off itself constitutes a significant transaction between Honeywell International Inc. and its shareholders, effectively separating Solstice Advanced Materials Inc. as an independent entity.

Stakeholder Impact

• Shareholders of Honeywell International Inc. received shares of Solstice Advanced Materials Inc., gaining direct ownership in the newly independent company.
• Solstice Advanced Materials Inc. becomes an independent public company, allowing it to pursue its own strategic objectives and access capital markets directly.
• Honeywell International Inc. divests a business unit, potentially streamlining its portfolio and allowing for greater focus on its core operations.

Next Steps

• Honeywell International Inc. is no longer subject to Section 16 reporting obligations for Solstice Advanced Materials Inc.
• Solstice Advanced Materials Inc. will continue to operate as an independent public company.

Key Dates

Keywords

Spin-off, Honeywell, Solstice Advanced Materials, SOLS, Beneficial Ownership, Corporate Action, Dividend Distribution, Form 4