HONEYWELL ANNOUNCES COMMENCEMENT OF CASH TENDER OF | Money News

The Tender Offers are made upon the phrases and subject to sure circumstances set forth within the offer to buy, dated March 6, 2026 (as it might be amended or supplemented from time to time, the “Offer to Purchase”). Capitalized phrases used however not outlined on this announcement have the meanings given to them within the Offer to Purchase.

Copies of the Offer to Purchase can be found from the Information and Tender Agent as set out under. All documentation regarding the Offer to Purchase, along with any updates will probably be out there by way of the Offer Website: www.dfking.com/honeywell.

Timetable for the Tender Offers

Purpose of the Tender Offers

We are making the Tender Offers to buy sure excellent debt issued by Honeywell, and, along with the redemption of sure excellent collection of Honeywell debt securities, as additional described within the Offer to Purchase, to scale back our leverage in anticipation of the proposed distribution by Honeywell to its shareowners of 100% of the excellent shares of Honeywell Aerospace Inc.’s common stock (the “Spin-Off”). Securities which might be accepted in a Tender Offer will probably be bought, retired and cancelled and can no longer stay excellent obligations of Honeywell.

Details of the Tender Offers

The Tender Offers will expire at 5:00 p.m., New York City time, on April 7, 2026, except prolonged or earlier terminated by Honeywell in respect of a Tender Offer in its sole and absolute discretion (such date and time, as the identical could also be prolonged, the “Expiration Date”). Securities tendered could also be withdrawn at any time on or prior to five:00 p.m., New York City time, on March 19, 2026, except prolonged by Honeywell, in respect of a Tender Offer in its sole and absolute discretion (such date and time, as the identical could also be prolonged, the “Withdrawal Date”), however not thereafter. In this press release, we discuss with Securities which were validly tendered and never validly withdrawn as having been “validly tendered.”

Securities validly tendered pursuant to the Tender Offers and accepted for buy by Honeywell will probably be accepted for buy based mostly on the relevant acceptance precedence ranges set forth within the tables above (the “Acceptance Priority Levels”), subject to the limitation that the utmost mixture buy price to be paid for the Dollar Securities within the Dollar Tender Offer (excluding the accrued and unpaid curiosity on such Dollar Securities) is not going to exceed the Dollar Total Maximum Amount and the utmost mixture buy price to be paid for the Euro Securities within the Euro Tender Offer (excluding the accrued and unpaid curiosity on such Euro Securities) is not going to exceed the Euro Total Maximum Amount, and could also be subject to proration, all as more totally described herein and within the Offer to Purchase.

A separate instruction should be submitted for every useful proprietor of Securities resulting from doable proration.

Holders (the “Holders”) of Securities which might be validly tendered at or earlier than 5:00 p.m., New York City time, on March 19, 2026, except prolonged by Honeywell in respect of a Tender Offer (such date and time, as the identical could also be prolonged, the “Early Participation Date”), and accepted for buy will obtain the relevant Total Consideration (as outlined under) for his or her Securities, which incorporates the relevant early participation quantity for the relevant collection of Securities set forth within the tables above (the relevant “Early Participation Amount”), along with any accrued and unpaid curiosity on the Securities from, and together with, the newest curiosity fee date previous to the relevant Payment Date (as outlined within the Offer to Purchase) up to, however not together with, the relevant Payment Date (“Accrued Interest”). Subject to the phrases and circumstances described in herein and within the Offer to Purchase, together with the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as relevant, the relevant Acceptance Priority Levels and the proration procedures, Holders of Securities which might be validly tendered after the relevant Early Participation Date and at or earlier than the relevant Expiration Date and are accepted for buy will obtain solely the relevant “Late Tender Offer Consideration,” which consists of the relevant Total Consideration minus the relevant Early Participation Amount, for every $1,000 or €1,000 principal quantity, as relevant, of such tendered Securities, plus any Accrued Interest. The relevant Total Consideration and the Late Tender Offer Consideration will probably be payable in money.

Each Tender Offer is subject to sure circumstances, together with the Financing Condition (as outlined within the Offer to Purchase). The Tender Offers should not conditioned on any minimal quantity of Securities being tendered. Neither Tender Offer is conditioned on completion of the opposite, and every Tender Offer in any other case operates independently of the opposite Tender Offer. Subject to Honeywell’s proper to terminate one or each of the Tender Offers, and subject to the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as relevant, the relevant Acceptance Priority Levels and proration, Honeywell will buy the Securities which were validly tendered at or earlier than the relevant Expiration Date, subject to all circumstances to such Tender Offer having been glad or waived by Honeywell promptly following the relevant Expiration Date (the date of such buy, which is anticipated to be the second business day following the relevant Expiration Date, the “Final Payment Date”). Honeywell reserves the suitable, however shouldn’t be obligated, in its sole and absolute discretion, to buy the Securities which were validly tendered at or earlier than the relevant Early Participation Date or following the relevant Early Participation Date however previous to the relevant Expiration Date, subject to all circumstances to such Tender Offer having been glad or waived by Honeywell (the date of such buy, the “Early Payment Date” and along with the Final Payment Date, every a “Payment Date”).

Honeywell additionally reserves the suitable, in its sole and absolute discretion, subject to relevant law, to terminate one or each of the Tender Offers at any time previous to the relevant Expiration Date. Securities which might be accepted within the Tender Offers will probably be bought, retired and cancelled and can no longer stay excellent obligations of Honeywell.

The Securities accepted for buy will probably be accepted in accordance with their Acceptance Priority Levels (with 1 being the very best Acceptance Priority Level in every Tender Offer, 17 being the bottom Acceptance Priority Level with respect to the Dollar Tender Offer and seven being the bottom Acceptance Priority Level with respect to the Euro Tender Offer), subject to the limitation that the general mixture buy price to be paid for the Securities in every of the Tender Offers (excluding the accrued and unpaid curiosity on the Securities) is not going to exceed the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as relevant.

Securities validly tendered on or earlier than the relevant Early Participation Date having a increased Acceptance Priority Level will probably be accepted earlier than any Securities validly tendered on or earlier than the Early Participation Date having a decrease Acceptance Priority Level are accepted in every of the Tender Offers, and all Securities validly tendered after the relevant Early Participation Date having a increased Acceptance Priority Level will probably be accepted earlier than any Securities tendered after the relevant Early Participation Date having a decrease Acceptance Priority Level are accepted within the relevant Tender Offer, in every case subject to the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as relevant. Securities validly tendered on or earlier than the Early Participation Date will probably be accepted for buy in precedence to different Securities tendered after the Early Participation Date, even when such Securities tendered after the Early Participation Date have a increased Acceptance Priority Level than Securities tendered on or earlier than the Early Participation Date. Furthermore, if the quantity of Securities validly tendered previous to or on the Early Participation Date exceeds the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as relevant, Holders who validly tender Securities in a Tender Offer after the Early Participation Date is not going to have any of their Securities accepted for buy regardless of the Acceptance Priority Level of such Securities except Honeywell will increase the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as relevant.

Subject to relevant law, Honeywell reserves the suitable, in its sole and absolute discretion, to waive or modify anybody or more of the circumstances to the Tender Offers in entire or partly at any time on or previous to the date that any Securities are first accepted for buy or to (i) increase the Dollar Total Maximum Amount or the Euro Total Maximum Amount or (ii) lower the Dollar Total Maximum Amount or the Euro Total Maximum Amount. Any such increase or lower could also be made on the premise of Securities validly tendered by way of the relevant Early Participation Date and promptly introduced on the business day instantly following the relevant Early Participation Date. Any such increase or lower could also be made with out extending the Withdrawal Date or in any other case reinstating withdrawal rights, besides as required by relevant law.

If Honeywell workouts its proper, in its sole and absolute discretion, to buy the Securities on an Early Payment Date and, on such Early Payment Date, or on the Final Payment Date, there are enough remaining funds to buy some, however not all, of the remaining tendered Securities in any Acceptance Priority Level with out exceeding the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as relevant, Honeywell will settle for for fee such tendered Securities on a prorated foundation, with the proration issue for such Acceptance Priority Level relying on the mixture principal quantity of Securities of such Acceptance Priority Level validly tendered.

The “Total Consideration” payable for every collection of Securities will probably be a price per $1,000 or €1,000 principal quantity of such collection of Securities validly tendered pursuant to the relevant Tender Offer on or previous to the relevant Early Participation Date, and accepted for buy by us (subject to the relevant Acceptance Priority Levels, the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as relevant, and proration, if any), equal to an quantity within the currency during which the relevant Securities are denominated, calculated in accordance with Schedule C-1 or C-2 to the Offer to Purchase, as relevant, that will mirror, as of the relevant Early Payment Date or, to the extent Honeywell doesn’t train its proper to buy the Securities on such Early Payment Date, as of the relevant Final Payment Date: (i) for every collection of Dollar Securities , a yield to the relevant maturity date or par call date, because the case could also be, in accordance with normal market follow, of such collection of Securities equal to the sum of (a) the Reference Yield (as outlined within the Offer to Purchase) of the relevant reference security set forth in Table 1 above, decided at 10:00 a.m., New York City time, on the primary business day following the relevant Early Participation Date (the “Reference Yield Determination Date”), plus (b) the fixed unfold relevant to such collection, set forth within the Table 1 above, (ii) for the collection of Euro Securities constituting the three.500% Notes and the two.250% Notes, a yield to the relevant maturity date in accordance with normal market follow, of such collection of Securities equal to the sum of (a) the Reference Yield (as outlined within the Offer to Purchase) of the relevant reference security set forth in Table 2 above, decided on the Reference Yield Determination Date, plus (b) the fixed unfold relevant to such collection, set forth in Table 2 above, supplied that if such Total Consideration is under €1,000, the Total Consideration will probably be €1,000, and (iii) for every of the opposite collection of Euro Securities, a yield to the relevant maturity date or par call date, because the case could also be, in accordance with normal market follow, of such collection of Securities equal to the sum of (a) the reference yield (equivalent to the relevant Interpolated Rate (as outlined within the Offer to Purchase) decided on the Reference Yield Determination Date, plus (b) the fixed unfold relevant to such collection set forth in Table 2 above, in every case, minus accrued and unpaid curiosity on such Securities from, and together with, the newest curiosity fee date previous to the relevant Payment Date up to, however not together with, such Payment Date. The relevant Total Consideration already contains the Early Participation Amount for the relevant collection of Securities set forth within the tables above. For the avoidance of doubt, the Early Participation Amount is already included within the Total Consideration, and isn’t along with the Total Consideration.

For additional particulars on the procedures for tendering the Securities, please discuss with the Offer to Purchase, together with the procedures set out beneath the heading “The Tender Offers—Procedures for Tendering Securities” of the Offer to Purchase.

Honeywell has retained BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC and to behave because the Dealer Managers in reference to the Tender Offers (collectively, the “Dealer Managers”). Questions relating to phrases and circumstances of the Tender Offers must be directed to BofA Securities at +1 (888) 292-0070 (toll free), Merrill Lynch International at +44 20-7997-5420 (London) or by way of e-mail at debt_advisory@bofa.com, Goldman Sachs & Co. LLC. at +1 (800) 828-3182 (toll free) and Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (gather).

D.F. King has been appointed the knowledge and tender agent with respect to the Tender Offers (the “Information and Tender Agent”). The Offer to Purchase could be accessed on the Tender Offers web site: http://www.dfking.com/honeywell. Questions or requests for help in reference to the tendering procedures for the Securities within the Tender Offers or for added copies of the Offer to Purchase could also be directed to the Information and Tender Agent at +1 (800) 967-5074 (toll free), +1 (212) 784-6885 (gather), +44 (0)20 7920 9700 (London) or by way of e-mail at honeywell@dfking.com. You can also contact your broker, seller, business bank or trust company or different nominee for help regarding the Tender Offers.

Honeywell reserves the suitable, in its sole discretion, to not buy any Securities or to increase, re-open, withdraw or terminate one or each of the Tender Offers and to amend or waive any of the phrases and circumstances of one or each of the Tender Offers in any method, subject to relevant legal guidelines and rules.

Holders are suggested to learn rigorously the Offer to Purchase for full particulars of and knowledge on the procedures for taking part within the Tender Offers.

Holders are suggested to verify with any custodian or nominee, or different middleman by way of which they maintain Securities, whether or not such entity would require the receipt of instructions to take part in, or discover of a revocation of their instruction to take part in, the Tender Offers earlier than the deadlines specified above. The deadlines set by any custodian or nominee, or by the related Clearing System, for the submission and revocation of legitimate digital tender and blocking instructions, within the kind required by the related Clearing System, could also be earlier than the related deadlines specified above.

Unless said in any other case, bulletins in reference to the Tender Offers will probably be made out there on Honeywell’s web site at https://investor.honeywell.com/information. Such bulletins can also be made by (i) the problem of a press release and (ii) the supply of notices to the Clearing Systems for communication to Direct Participants. Copies of all such bulletins, press releases and notices can be obtained from the Information and Tender Agent, the corresponding contact particulars for whom are set out above. Significant delays could also be skilled the place notices are delivered to the Clearing Systems and Holders are urged to contact the Information and Tender Agent for the related bulletins regarding the Tender Offers. In addition, all documentation regarding the Tender Offers, along with any updates, will probably be out there by way of the Offer Website: http://www.dfking.com/honeywell.

DISCLAIMER This announcement should be learn together with the Offer to Purchase. This announcement and the Offer to Purchase comprise important info that must be learn rigorously earlier than any choice is made with respect to the Tender Offers. If you might be in any doubt as to the contents of this announcement or the Offer to Purchase or the motion it’s best to take, you might be advisable to hunt your own financial, legal and tax advice, together with as to any tax penalties, instantly out of your broker, bank supervisor, solicitor, accountant or different unbiased financial or legal adviser. Any particular person or company whose Securities are held on its behalf by a broker, seller, bank, custodian, trust company or different nominee or middleman should contact such entity if it needs to take part within the Tender Offers. None of Honeywell, the Dealer Managers, the Information and Tender Agent or any of their respective administrators, officers, workers, brokers or associates makes any suggestion as as to whether or not Holders ought to tender their Securities within the Tender Offers.

None of Honeywell, the Dealer Managers, the Information and Tender Agent or any of their respective administrators, officers, workers, brokers or associates assumes any accountability for the accuracy or completeness of the knowledge regarding Honeywell, the Securities or the Tender Offers contained on this announcement or within the Offer to Purchase. None of Honeywell, the Dealer Managers, the Information and Tender Agent or any of their respective administrators, officers, workers, brokers or associates is appearing for any Holder, or will probably be accountable to any Holder for offering any protections which might be afforded to its shoppers or for offering advice in relation to the Tender Offers, and accordingly none of Honeywell, the Dealer Managers, the Information and Tender Agent or any of their respective administrators, officers, workers, brokers or associates assumes any accountability for any failure by Honeywell to reveal info with regard to Honeywell or the Securities which is materials within the context of the Tender Offers and which isn’t in any other case publicly out there.

General

This announcement is for informational functions solely. Each Tender Offer is being made solely pursuant to the Offer to Purchase. Neither this announcement nor the Offer to Purchase, or the digital transmission thereof, constitutes an offer to sell or buy Securities, as relevant, in any jurisdiction during which, or to or from any individual to or from whom, it’s illegal to make such offer or solicitation beneath relevant securities legal guidelines or in any other case. The distribution of this announcement in sure jurisdictions could also be restricted by law. In these jurisdictions the place the securities, blue sky or different legal guidelines require the Tender Offers to be made by a licensed broker or seller and the Dealer Managers or any of their respective associates is such a licensed broker or seller in any such jurisdiction, the Tender Offers shall be deemed to be made by the Dealer Managers or such affiliate (because the case could also be) on behalf of Honeywell in such jurisdiction.

No motion has been or will probably be taken in any jurisdiction that will allow the possession, circulation or distribution of both this announcement, the Offer to Purchase or any materials regarding Honeywell, any subsidiary of Honeywell or the Securities in any jurisdiction the place motion for that goal is required. Accordingly, none of this announcement, the Offer to Purchase or another offering materials or ads in reference to the Tender Offers could also be distributed or revealed, in or from any such nation or jurisdiction, besides in compliance with any relevant guidelines or rules of any such nation or jurisdiction.

The distribution of this announcement and the Offer to Purchase in sure jurisdictions could also be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by Honeywell, the Dealer Managers and the Information and Tender Agent to tell themselves about, and to look at, any such restrictions.

This communication has not been permitted by an approved individual for the needs of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this communication shouldn’t be being directed at individuals within the United Kingdom save in circumstances the place part 21(1) of the FSMA doesn’t apply.

This announcement doesn’t represent an offer of securities to the public in any Member State of the European Economic Area (a “Relevant State”). In any Relevant State, this communication is simply addressed to and is simply directed at certified buyers within the which means of Article 2(e) of the Regulation (EU) 2017/1129 (as amended or outmoded) (the “Prospectus Regulation”) in that Relevant State. This announcement and knowledge contained herein should not be acted on or relied upon by individuals who should not certified buyers within the which means of Article 2(e) of the Prospectus Regulation.

The communication of this announcement, the Offer to Purchase and another paperwork or supplies regarding the Tender Offers shouldn’t be being made, and such paperwork and/or supplies haven’t been permitted, by an approved individual for the needs of part 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such paperwork and/or supplies should not being distributed to, and should not be handed on to, the overall public within the United Kingdom. The communication of such paperwork and/or supplies as a financial promotion is simply being made to these individuals within the United Kingdom falling within the definition of investment professionals (as outlined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)) or individuals who’re within Article 43(2) of the Financial Promotion Order or another individuals to whom it might in any other case lawfully be made beneath the Financial Promotion Order.

Each Holder taking part in a Tender Offer will give sure representations in respect of the jurisdictions referred to above and usually as set out within the Offer to Purchase. Any tender of Securities pursuant to the Tender Offers from a Holder that’s unable to make these representations is not going to be accepted. Each of Honeywell, the Dealer Managers and the Information and Tender Agent reserves the suitable, in its absolute discretion, to research, in relation to any tender of Securities pursuant to the Tender Offers, whether or not any such illustration given by a Holder is right and, if such investigation is undertaken and as a outcome Honeywell determines (for any cause) that such illustration shouldn’t be right, such tender shall not be accepted.

About Honeywell

Honeywell is an built-in working company serving a broad vary of industries and geographies around the globe, with a portfolio that’s underpinned by our Honeywell Accelerator working system and Honeywell Forge platform. As a trusted companion, we help organizations remedy the world’s hardest, most advanced challenges, offering actionable options and improvements for aerospace, building automation, industrial automation, course of automation, and course of technology that help make the world smarter and safer in addition to more sustainable.

Forward-Looking Statements and Other Disclaimers

We describe many of the trends and different components that drive our business and future outcomes on this release. Such discussions comprise forward-looking statements within the which means of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are people who tackle actions, occasions, or developments that management intends, expects, initiatives, believes, or anticipates will or might happen sooner or later. They are based mostly on management’s assumptions and assessments in mild of previous expertise and trends, present financial and industry circumstances, anticipated future developments, and different related components, many of that are troublesome to foretell and out of doors of our control. They should not ensures of future efficiency, and precise outcomes, developments and business selections might differ considerably from these envisaged by our forward-looking statements, together with with respect to any modifications in or abandonment of the proposed Spin-Off, the Tender Offers, any notes offering by Aerospace or the redemption of sure excellent collection of Honeywell debt securities. We don’t undertake to replace or revise any of our forward-looking statements, besides as required by relevant securities law. Our forward-looking statements are additionally subject to materials dangers and uncertainties, together with ongoing macroeconomic and geopolitical dangers, corresponding to modifications in or software of commerce and tax legal guidelines and insurance policies, together with the impacts of tariffs and different commerce limitations and restrictions, decrease GDP growth or recession within the U.S. or globally, provide chain disruptions, capital markets volatility, inflation, and sure regional conflicts, that may have an effect on our efficiency in each the near- and long-term. In addition, no assurance could be on condition that any plan, initiative, projection, purpose, dedication, expectation, or prospect set forth on this release can or will probably be achieved. Some of the important components that might trigger Honeywell’s or Aerospace’s precise outcomes to vary materially from these projected in any such forward-looking statements embrace, however should not restricted to: (i) the power of Honeywell to impact the Spin-Off described above and to fulfill the circumstances associated thereto; (ii) the likelihood that the Spin-Off is not going to be accomplished within the anticipated time period or in any respect; (iii) the likelihood that the Spin-Off is not going to obtain its supposed advantages; (iv) the impression of the Spin-Off on Honeywell’s and Aerospace’s companies and the risk that the Spin-Off could also be more troublesome, time-consuming or pricey than anticipated, together with the impression on their sources, systems, procedures and controls, diversion of management’s consideration and the impression and doable disruption of current relationships with regulators, clients, suppliers, workers and different business counterparties; (v) the likelihood of disruption, together with disputes, litigation or unanticipated prices, in reference to the Spin-Off; (vi) the uncertainty of the anticipated financial efficiency of Honeywell or Aerospace following completion of the Spin-Off; (vii) destructive results of the announcement or pendency of the Spin-Off on the market price of Honeywell’s securities and/or on the financial efficiency of Honeywell or Aerospace; (viii) the power to attain anticipated capital constructions in reference to the Spin-Off, together with the long run availability of credit and components that will have an effect on such availability; (ix) the power to attain anticipated credit scores in reference to the Spin-Off; (x) the power to attain anticipated tax remedies in reference to the Spin-Off and future, if any, divestitures, mergers, acquisitions and different portfolio modifications and the impression of modifications in related tax and different legal guidelines; and (xi) the failure to understand anticipated advantages and successfully handle and obtain anticipated synergies and operational efficiencies in reference to the Spin-Off and accomplished and future, if any, divestitures, mergers, acquisitions, and different portfolio management, productiveness and infrastructure actions. These forward-looking statements must be thought-about in mild of the knowledge included on this release, our Form 10-Ok and different filings with the SEC. Any forward-looking plans described herein should not last and could also be modified or deserted at any time.

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