[D] BAE SYSTEMS PLC /FI/ SEC Filing

Rhea-AI Filing Summary

BAE SYSTEMS PLC filed a Form D reporting a Regulation D offering claiming Rule 506(b) exemption. The filing shows total offering proceeds of $1,577,561, with the total amount sold $1,577,561 and $0 remaining to be sold. The issuer is identified as a large UK corporation (over $100,000,000 size band). The securities offered were equity and options, warrants or other rights to acquire securities. The issuer reported 7 investors to date, $0 in sales commissions and finders' fees, and $0 of proceeds paid to named executive officers, directors or promoters. The minimum investment accepted was reported as $0. The offering is not intended to last more than one year and is not made in connection with a business combination.

Positive

• Total offering fully subscribed: $1,577,561 sold with $0 remaining to be sold
• No sales commissions or finders' fees reported: $0 in commissions and $0 in finders' fees
• No proceeds to insiders: $0 reported paid to executive officers, directors or promoters
• Regulation D compliance: Offering claims Rule 506(b) exemption (restricted private placement)

Negative

• None.

Insights

Securities Analyst

TL;DR: Small, fully subscribed private equity-related raise under Rule 506(b) with limited public-market impact.

The filing documents a modest private offering totaling $1,577,561 completed under a Rule 506(b) exemption. With the full amount marked as sold and no remaining securities, the transaction appears closed from a capital-raising perspective. Reported costs were minimal ($0 commissions and finders' fees) and no proceeds were allocated to insiders, suggesting a straightforward financing event rather than compensation or related-party transfer. With only seven investors reported, the placement is concentrated and unlikely to meaningfully change public float or leverage. This is a routine private offering disclosure rather than a material corporate transformation.

Corporate Governance Expert

TL;DR: Disclosure is complete and shows no insider payments; governance risks appear low based on the Form D details.

The Form D names multiple executive officers and directors at the issuer's UK address and explicitly reports $0 of the offering proceeds used to pay any listed executives, directors or promoters. That transparency reduces immediate related-party concern in this filing. The use of Rule 506(b) indicates reliance on a traditional private placement framework with restrictions on general solicitation. Given the small size of proceeds relative to the issuer's reported size band (over $100 million), this filing does not, on its face, raise significant governance red flags requiring further disclosure in this document.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0000895564

BRITISH AEROSPACE PUBLIC LTD CO /FI/

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

BAE SYSTEMS PLC /FI/

Jurisdiction of Incorporation/Organization

UNITED KINGDOM

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
BAE SYSTEMS PLC /FI/
Street Address 1		Street Address 2
6 CARLTON GARDENS		STIRLING SQUARE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
LONDON	UNITED KINGDOM	SW1Y 5AD	44 1252383857

3. Related Persons

Last Name	First Name	Middle Name
Corley	Elizabeth
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Griffiths	Jane
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Pearce	Stephen
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Piasecki	Nicole
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Woodburn	Charles
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Arseneault	Tom
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Greve	Brad
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cracknell	Julian
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hoeing	Karin
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Phillips	Glynn
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Anderson	Nicholas
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kirk	Ewan
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ashby	Crystal
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Barnes	Simon
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Costigan	Gabrielle
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gandamihardja	Tania
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gelsthorpe	Edward
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hayden	Caitlin
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hogg	Cressida
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Thompson	Andrea
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cockburn	Angus
Street Address 1	Street Address 2
Stirling Square	6 Carlton Gardens
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	SW1Y 5AD

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
X	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-04				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$1,577,561	USD	or Indefinite
Total Amount Sold	$1,577,561	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

7

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
BAE SYSTEMS PLC /FI/	Anthony Clarke	Anthony Clarke	Company Secretary	2025-09-17

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did BAE SYSTEMS PLC (BAESY) raise in this Form D offering?

The Form D reports total offering proceeds of $1,577,561, with the total amount sold $1,577,561 and $0 remaining to be sold.

Which exemption was claimed for the BAE SYSTEMS PLC offering on Form D?

The issuer claimed the Rule 506(b) exemption under Regulation D.

Were any sales commissions, finders' fees or payments to insiders reported?

No. The filing reports $0 in sales commissions, $0 in finders' fees, and $0 of proceeds used to pay executive officers, directors or promoters.

How many investors participated in the offering reported by BAESY?

The Form D lists a total of 7 investors who have invested in the offering.

What types of securities were offered in this Form D?

The filing indicates the offering included equity and options, warrants or other rights to acquire securities.