STOCK TITAN

General Dynamics (NYSE: GD) files legal opinion for 1,010,925-share rescission offer

(High)
(Neutral)
Form Type
8-K

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.

Positive

  • None.

Negative

  • None.

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.

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, and exhibit attachments filed with this report.
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
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.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

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.

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

 

LOGO

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