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Honeywell International Inc. (HON) filed a Form 8-K on 23 June 2025 to disclose completion of a complex, multi-step Liability Management Reorganization.

The sequence encompassed two statutory mergers, a conversion of entities and a Delaware law 鈥渄ivision,鈥� ultimately allocating specific liabilities to newly created, wholly owned entities while restoring Honeywell International Inc. as the publicly listed parent.

• First Merger: Hyperion Merger Sub 1 merged into the Company; shareholders automatically exchanged each HON share for one share of newly converted 鈥淗oldco.鈥� Holdco then owned 100% of HON.
• Division: HON converted to a limited liability limited partnership and was divided into four entities. Separate subsidiaries assumed (i) asbestos-related assets & liabilities, (ii) environmental liabilities for certain sites and (iii) environmental + other liabilities for additional sites. All remaining assets/liabilities stayed with HON.
• Second Merger: Hyperion Merger Sub 2 merged into Holdco. The structure reversed so that Holdco became a wholly owned subsidiary of HON, and HON again became the public parent.

Key outcomes for investors:

• No change in the number of shares held, voting rights, or dividend entitlements.
• All existing equity awards (options, RSUs, PSUs, DSUs) were converted on a one-for-one basis with identical terms.
• The board of directors and executive officers remain unchanged.
• The common stock continues to trade on Nasdaq under ticker 鈥淗翱狈.鈥�
• Amended & Restated Certificate of Incorporation and Bylaws are largely identical to previous versions, with only date and ministerial updates.

Exhibits filed: updated charter documents (Exhibits 3.1 & 3.2), full merger agreement & amendment (Exhibits 99.1 & 99.2) and XBRL cover page (Exhibit 104).

The filing emphasizes that the reorganization was approved by shareholders at the 20 May 2025 annual meeting and that the information provided under Item 7.01 is furnished, not filed, for Exchange Act purposes.