General Dynamics details rescission share opinion

General Dynamics Corporation describes a prospectus supplement dated August 4, 2026 filed with the SEC under Rule 424(b)(5) in connection with an offer to rescind the acquisition of up to 1,010,925 shares of its common stock, par value $1.00 per share.

Rhea-AI Filing Summary

General Dynamics Corporation describes a prospectus supplement dated August 4, 2026 filed with the SEC under Rule 424(b)(5) in connection with an offer to rescind the acquisition of up to 1,010,925 shares of its common stock, par value $1.00 per share. The prospectus supplement relates to the company’s automatic shelf Registration Statement on Form S-3, File No. 333-297821, filed on July 30, 2026.

The company provides a legal opinion from Gibson, Dunn & Crutcher LLP on the validity of the shares covered by the prospectus supplement as Exhibit 5.1, together with the firm’s consent as Exhibit 23.1. This opinion is incorporated by reference into the registration statement, supporting the rescission-related share treatment.

Filing Explained

This 8-K reports the legal opinion and consent supporting the prospectus supplement for an offer to rescind the acquisition of up to 1,010,925 shares; it does not report that the offer has been completed. The disclosure therefore adds no evidence of a current change in the company’s shares or existing holders’ ownership.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Rescission Offer Shares: 1,010,925 shares Par Value per Share: $1.00 per share Registration Statement File No.: 333-297821 +3 more

6 metrics

Rescission Offer Shares 1,010,925 shares Maximum number of common shares subject to the rescission offer

Par Value per Share $1.00 per share Par value of General Dynamics common stock covered by the prospectus supplement

Registration Statement File No. 333-297821 Automatic shelf Registration Statement on Form S-3 referenced by the company

Registration Statement Date July 30, 2026 Filing date of the Form S-3 automatic shelf registration

Prospectus Supplement Date August 4, 2026 Date of the prospectus supplement relating to the rescission offer

Corporate Telephone (703) 876-3000 General Dynamics’ listed registrant telephone number

Key Terms

Rescission Offer, prospectus supplement, Rule 424(b)(5), automatic shelf Registration Statement, +1 more

5 terms

Rescission Offer regulatory

"relating to the Company’s offer to rescind (the “Rescission Offer”) the acquisition"

prospectus supplement regulatory

"filed a prospectus supplement, dated August 4, 2026 (the “Prospectus Supplement”)"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Rule 424(b)(5) regulatory

"filed a prospectus supplement with the SEC pursuant to Rule 424(b)(5)"

automatic shelf Registration Statement regulatory

"the Company’s automatic shelf Registration Statement on Form S-3"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does General Dynamics (GD) disclose about the rescission offer?

General Dynamics describes an offer to rescind the acquisition of up to 1,010,925 shares of its common stock. This is documented in a prospectus supplement dated August 4, 2026, filed under Rule 424(b)(5) and tied to an automatic shelf registration.

How many General Dynamics (GD) shares are covered by the rescission offer?

The rescission offer relates to up to 1,010,925 shares of General Dynamics common stock. These shares have a par value of $1.00 per share and are addressed in the August 4, 2026 prospectus supplement filed with the SEC.

What legal opinion did General Dynamics (GD) file in connection with the rescission offer?

General Dynamics filed a legal opinion from Gibson, Dunn & Crutcher LLP on the validity of the shares covered by the rescission offer. The opinion, dated August 4, 2026, appears as Exhibit 5.1 and is incorporated by reference into the registration statement.

Which registration statement covers the General Dynamics (GD) rescission offer shares?

The rescission offer shares are tied to an automatic shelf Registration Statement on Form S-3, File No. 333-297821. General Dynamics filed this registration statement with the SEC on July 30, 2026, and the prospectus supplement is linked to it.

What additional exhibits did General Dynamics (GD) include with the legal opinion?

Alongside the legal opinion in Exhibit 5.1, General Dynamics included a consent from Gibson, Dunn & Crutcher LLP as Exhibit 23.1. The filing also lists a cover page Inline XBRL data file as Exhibit 104 for electronic reporting.

When were the key General Dynamics (GD) documents for this rescission-related action dated?

The automatic shelf registration statement is dated July 30, 2026, while the prospectus supplement and Gibson, Dunn & Crutcher LLP legal opinion are dated August 4, 2026. These dates frame the timing of the rescission-related disclosures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/04/2026 - 04:25 PM Accepted by SEC EDGAR 08/04/2026 - 04:25 PM Learn about SEC filing dates

GENERAL DYNAMICS CORP false 0000040533 0000040533 2026-07-30 2026-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) August 4, 2026 (July 30, 2026)

Commission File Number 1-3671

GENERAL DYNAMICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		13-1673581
State or other jurisdiction of incorporation or organization		I.R.S. Employer Identification No.

11011 Sunset Hills Road Reston, Virginia		20190
Address of principal executive offices		Zip code

(703) 876-3000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		GD		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On August 4, 2026, General Dynamics Corporation (the “Company”) filed a prospectus supplement, dated August 4, 2026 (the “Prospectus Supplement”), with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, relating to the Company’s offer to rescind (the “Rescission Offer”) the acquisition of up to 1,010,925 shares of the Company’s common stock, par value $1.00 per share (the “Shares”). The Prospectus Supplement was filed pursuant to the Company’s automatic shelf Registration Statement on Form S-3 (File No. 333-297821), filed with the SEC on July 30, 2026 (the “Registration Statement”).

The Company is filing this Current Report on Form 8-K to provide the legal opinion of Gibson, Dunn & Crutcher LLP regarding the validity of the Shares covered by the Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

5.1		Opinion of Gibson, Dunn & Crutcher LLP, dated August 4, 2026.
23.1		Consent of Gibson, Dunn & Crutcher LLP, dated August 4, 2026 (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GENERAL DYNAMICS CORPORATION
by		/s/ Gregory S. Gallopoulos
		Gregory S. Gallopoulos Senior Vice President, General Counsel and Secretary (Authorized Officer)

Dated: August 4, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 EX-5.1 7.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB