HONEYWELL ANNOUNCES PRICING OF ITS DEBT TENDER | Money News

CHARLOTTE, N.C., March 20, 2026 /PRNewswire/ — Honeywell (NASDAQ: HON) in the present day introduced the relevant Reference Yield for every sequence of Securities (as outlined beneath) for its beforehand introduced provides to buy for money the securities listed in Table 1 beneath (collectively, the “Dollar Securities”) and the securities listed in Table 2 beneath (collectively, the “Euro Securities” and, along with the Dollar Securities, the “Securities”) issued by Honeywell (i) for up to a most mixture buy price to be paid for the Dollar Securities validly tendered (excluding the accrued and unpaid curiosity on the Dollar Securities) of up to $4,670,000,000 (the “Dollar Total Maximum Amount” and, such offer to buy, the “Dollar Tender Offer”) and (ii) for up to an amended most mixture buy price to be paid for the Euro Securities validly tendered (excluding the accrued and unpaid curiosity on the Euro Securities) of up to €2,491,177,677.11 (as so amended, the “Euro Total Maximum Amount” and, such offer to buy, the “Euro Tender Offer” and, along with the Dollar Tender Offer, the “Tender Offers” and every, a “Tender Offer”), with a purpose to settle for for buy all Euro Securities with Acceptance Priority Levels of 1 by way of 6 that have been validly tendered within the Euro Tender Offer as of the Early Participation Date (as outlined beneath). The Tender Offers are being made pursuant to the phrases and subject to the situations set forth within the offer to buy, dated March 6, 2026, as modified by Honeywell’s prior press release rising the Dollar Total Maximum Amount and this press release rising the Euro Total Maximum Amount (the “Offer to Purchase”). Capitalized phrases used however not outlined on this announcement have the meanings given to them within the Offer to Purchase.

The tables beneath define the title and identifiers for every sequence of Securities, the principal quantity excellent, the acceptance precedence degree (the “Acceptance Priority Level”), the relevant Reference Yield for every sequence of Securities (as decided within the method described within the Offer to Purchase at 10:00 a.m., New York City time, on March 20, 2026), the relevant “Total Consideration” for every sequence of Securities, the principal quantity tendered at or earlier than 5:00 p.m., New York City time, on March 19, 2026 (the “Early Participation Date”)(as beforehand introduced) and the principal quantity to be accepted for buy by Honeywell. Withdrawal rights for the Tender Offers expired at 5:00 p.m., New York City time, on March 19, 2026, and haven’t been prolonged.

Honeywell expects to just accept for buy all Dollar Securities with Acceptance Priority Levels of 1 by way of 10 and the Dollar Securities with Acceptance Priority Level of 11 on a professional rata foundation up to the Dollar Total Maximum Amount, utilizing a proration issue of roughly 93%, that have been validly tendered within the Dollar Tender Offer as of the Early Participation Date. Honeywell expects to just accept for buy all Euro Securities with Acceptance Priority Levels of 1 by way of 6 that have been validly tendered within the Euro Tender Offer as of the Early Participation Date. Honeywell intends to train its proper to buy the Securities that have been validly tendered at or earlier than the Early Participation Date and which might be accepted for buy on March 24, 2026 (the “Early Payment Date”). Securities which might be accepted within the Tender Offers will likely be bought, retired and cancelled and can no longer stay excellent obligations of Honeywell.

Due to the Dollar Total Maximum Amount and Euro Total Maximum Amount, Honeywell just isn’t accepting for buy any Dollar Securities having an Acceptance Priority Level of 12 or decrease and isn’t accepting any Euro Securities having an Acceptance Priority Level of 7. Any tendered Securities not accepted for buy will likely be credited to acceptable accounts on the related Clearing System promptly following the Early Payment Date.

The Expiration Date for the Tender Offers is 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. Given that the mixture buy price of the Dollar Securities validly tendered within the Dollar Tender Offer at or previous to the Early Participation Date exceeds the Dollar Total Maximum Amount and the mixture buy price of the Euro Securities validly tendered within the Euro Tender Offer at or previous to the Early Participation Date exceeds the Euro Total Maximum Amount, Honeywell won’t settle for any additional tenders of Dollar Securities or Euro Securities.

Holders who validly tendered such Securities at or earlier than the Early Participation Date, as soon as such Securities are accepted for buy, will likely be eligible to obtain the relevant “Total Consideration” for his or her accepted Securities. The “Total Consideration” payable for every sequence of Securities will likely be a price per $1,000 or €1,000 principal quantity, as relevant, of such sequence of Securities validly tendered pursuant to the relevant Tender Offer at or previous to the relevant Early Participation Date, and accepted for buy by Honeywell on the Early Payment Date. The “Total Consideration” consists of an early participation quantity of $50 per $1,000 principal quantity of the Dollar Securities or €50 per €1,000 principal quantity of the Euro Securities, as relevant. In addition, holders whose Securities are accepted for buy pursuant to the Tender Offers may also obtain accrued and unpaid curiosity on the accepted Securities from, and together with, the newest curiosity cost date previous to the relevant Payment Date up to, however not together with, the Early Payment Date.

Honeywell has retained BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC to behave because the Dealer Managers in reference to the Tender Offers (collectively, the “Dealer Managers”). Questions relating to phrases and situations of the Tender Offers needs to 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 extra 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, supplier, industrial bank or trust company or different nominee for help in regards to the Tender Offers.

Honeywell reserves the best, in its sole and absolute 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 situations of one or each of the Tender Offers in any method, subject to relevant legal guidelines and rules.

Unless said in any other case, bulletins in connection with the Tender Offers will likely 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 may also 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 likely 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 include important info that needs to be learn rigorously earlier than any resolution is made with respect to the Tender Offers. If you’re in any doubt as to the contents of this announcement or the Offer to Purchase or the motion you need to take, you’re 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, supplier, 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, staff, brokers or associates makes any suggestion as as to whether or not Holders ought to tender their Securities within the Tender Offers.

None of the Dealer Managers, the Information and Tender Agent or any of their respective administrators, officers, staff, brokers or associates assumes any duty 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 the Dealer Managers, the Information and Tender Agent or any of their respective administrators, officers, staff, brokers or associates is appearing for any Holder, or will likely 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 the Dealer Managers, the Information and Tender Agent or any of their respective administrators, officers, staff, brokers or associates assumes any duty 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 was 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 wherein, 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 supplier and the Dealer Managers or any of their respective associates is such a licensed broker or supplier in any such jurisdiction, the Tender Offers shall be deemed to have been 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 likely 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 objective 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 authorized 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 just isn’t being directed at individuals within the United Kingdom save in circumstances the place Section 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 just addressed to and is just directed at certified traders within the which means of Article 2(e) of the Regulation (EU) 2017/1129 (as amended or outdated) (the “Prospectus Regulation”) in that Relevant State. This announcement and data contained herein should not be acted on or relied upon by individuals who should not certified traders 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 just isn’t being made, and such paperwork and/or supplies haven’t been authorized, by an approved individual for the needs of Section 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 just 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 could in any other case lawfully be made beneath the Financial Promotion Order.

Each Holder collaborating 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 won’t be accepted. Each of Honeywell, the Dealer Managers and the Information and Tender Agent reserves the best, in its sole and absolute discretion, to analyze, 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 end result Honeywell determines (for any purpose) that such illustration just isn’t right, such tender shall not be accepted.

About Honeywell

Honeywell is an built-in working company serving a broad vary of industries and geographies world wide, with a portfolio that’s underpinned by our Honeywell Accelerator working system and Honeywell Forge platform. As a trusted associate, 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 elements that drive our business and future outcomes on this release. Such discussions include forward-looking statements within the which means of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are those who deal with 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 gentle of previous expertise and trends, present financial and industry situations, anticipated future developments, and different related elements, many of that are tough to foretell and outdoors 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 adjustments in or abandonment of the proposed distribution by Honeywell to its shareowners of 100% of the excellent shares of Honeywell Aerospace Inc.’s (“Aerospace”) common stock (the “Spin-Off”), the Tender Offers or the redemption of sure excellent sequence 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, akin to adjustments in or utility of commerce and tax legal guidelines and insurance policies, together with the impacts of tariffs and different commerce boundaries 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, objective, dedication, expectation, or prospect set forth on this release can or will likely be achieved. Some of the important elements 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 situations associated thereto; (ii) the chance that the Spin-Off won’t be accomplished within the anticipated time period or in any respect; (iii) the chance that the Spin-Off won’t obtain its meant advantages; (iv) the influence of the Spin-Off on Honeywell’s and Aerospace’s companies and the risk that the Spin-Off could also be more tough, time-consuming or pricey than anticipated, together with the influence on their assets, systems, procedures and controls, diversion of management’s consideration and the influence and attainable disruption of current relationships with regulators, clients, suppliers, staff and different business counterparties; (v) the chance 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) detrimental 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 elements which 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 therapies in reference to the Spin-Off and future, if any, divestitures, mergers, acquisitions and different portfolio adjustments and the influence of adjustments in related tax and different legal guidelines; and (xi) the failure to comprehend 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 needs to be thought of in gentle 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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