Defense deal: L3Harris (NYSE: LHX) lands $1B DoW stake in MSL
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
L3Harris Technologies announced a strategic $1 billion investment from the U.S. Department of War into its Missile Solutions (MSL) business, operated through wholly owned subsidiary Aerojet Rocketdyne Holdings. The funding comes via Series A convertible preferred stock and warrants in AJRD.
The preferred stock will convert into common equity if MSL completes an initial public offering, with IPO conversion at 80% of the IPO price and warrants covering 3% of the IPO company on a fully diluted basis at an exercise price averaging 110% of the IPO price. After the IPO, the Investor is expected to hold under 10% of the new company, while L3Harris plans to retain more than 80% and consolidate MSL’s financial results.
L3Harris plans to use the capital, along with any future IPO proceeds and other funding sources, to expand and modernize solid rocket motor facilities in locations including Camden, Arkansas; Huntsville, Alabama; and Orange, Virginia, supporting critical missile programs such as PAC-3, THAAD, Tomahawk and Standard Missile.
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Insights
$1B strategic stake strengthens missile unit and sets up IPO path.
The Department of War is investing $1 billion in L3Harris’ Missile Solutions business via convertible preferred stock and warrants. This raises dedicated capital at the subsidiary level while keeping L3Harris’ majority ownership above 80% and preserving consolidation of MSL’s financials.
The securities convert or exchange upon an MSL IPO, with the preferred stock converting at 80% of the IPO price and warrants covering 3% of fully diluted shares at an average exercise price of 110% of the IPO price. The Investor is expected to own under 10% post-IPO, limiting governance impact while still providing a meaningful strategic partner.
L3Harris plans to deploy this capital, future IPO proceeds and other funding into expanding and modernizing solid rocket motor facilities in Camden, Huntsville and Orange to support missile programs like PAC-3, THAAD, Tomahawk and Standard Missile. Future filings around the planned MSL IPO in the second half of 2026 may clarify valuation, dilution and subsidiary-level performance.
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, and exhibit attachments filed with this report.
Key Figures
Strategic investment amount: $1 billion
IPO conversion discount: 80% of IPO price
Warrant coverage: 3% of common stock
+4 more
7 metrics
Strategic investment amount
$1 billion
Convertible preferred and warrants in Missile Solutions business
IPO conversion discount
80% of IPO price
Conversion price for Series A Preferred Stock at MSL IPO
Warrant coverage
3% of common stock
Warrants exercisable on fully diluted basis in IPO company
Warrant exercise premium
110% of IPO price
Average exercise price for exchanged warrants
Post-IPO DoW ownership
Less than 10%
Expected stake in IPO company on as-exercised basis
L3Harris post-IPO stake
>80% ownership
Expected majority interest retained in MSL business
Planned IPO timing
Second half of 2026
Intended MSL IPO timeframe, subject to market conditions
Key Terms
Series A Convertible Preferred Stock, warrants, initial public offering, registration rights, +2 more
6 terms
Series A Convertible Preferred Stock financial
"issuance and sale of shares of Series A Convertible Preferred Stock of AJRD"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
warrants financial
"and warrants (the “Warrants”) to purchase common stock of AJRD"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
initial public offering financial
"In the event of an initial public offering (“IPO”) of AJRD’s Common Stock"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
registration rights regulatory
"The Agreement also provides for certain registration rights for the shares"
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
defense industrial base other
"to strengthen the U.S. defense industrial base by providing funding for AJRD"
A network of companies, suppliers, research centers and skilled workers that design, build, supply and maintain military equipment, technologies and services. It matters to investors because its health determines how reliably defense contracts turn into revenue, how exposed firms are to supply disruptions or policy shifts, and where long-term demand and government spending will flow — like the utility grid that keeps a city running, disruptions affect everyone served.
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): April 16, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (321 ) 727-9100
| No change | ||
| (Former name or former address, if changed since last report) | ||
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 | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. | |||||
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.
Appointment of Leader of Space & Mission Systems and Communications & Spectrum Dominance Segments
On April 16, 2026, L3Harris Technologies, Inc. (the “Company”), through its wholly owned subsidiary, Aerojet Rocketdyne Holdings, Inc. (“AJRD”), entered into definitive agreements with the United States Department of War (the “Investor”). The agreements provide for the issuance and sale of shares of Series A Convertible Preferred Stock of AJRD (the “Series A Preferred Stock”) and warrants (the “Warrants”) to purchase common stock of AJRD (the “Common Stock”) for an aggregate purchase price of $1 billion.
The purpose of the investment is to strengthen the U.S. defense industrial base by providing funding for AJRD to expand and modernize its facilities, accelerate research and development, and increase production capacity for critical technologies.
The Series A Preferred Stock will be convertible into shares of AJRD’s Common Stock at the Investor’s option. In the event of an initial public offering (“IPO”) of AJRD’s Common Stock, the Series A Preferred Stock will automatically convert into Common Stock of the IPO Company at a conversion price equal to 80% of the price to the public in the IPO (the “IPO Price”) reflecting a mutually agreed-upon valuation that aligns with the strategic objectives of the investment, and the Warrants will be automatically exchanged for new warrants, which are exercisable from time to time to purchase 3% of the common stock of the IPO Company, on a fully diluted basis, with an average exercise price of 110% of the IPO Price. Upon completion of the IPO, the Investor is expected to own less than 10% of the IPO Company’s common stock on an as-exercised basis.
The agreements contain customary representations, warranties, and covenants by the Company and the Investor. The Agreement also provides for certain registration rights for the shares of Common Stock issuable upon conversion of the Series A Preferred Stock. Under the terms of the agreements, AJRD may redeem the Series A Preferred Stock and Warrants held by the Investor under certain conditions.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are provided herewith:
| Exhibit Number | Description | ||||
| 99.1 | Press Release issued by L3Harris Technologies, Inc. on April 23, 2026. | ||||
| 104 | Cover Page Interactive Data File formatted in Inline XBRL | ||||
1
SIGNATURE
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 hereunto duly authorized.
L3HARRIS TECHNOLOGIES, INC. | ||||||||||||||||||||
| By: | /s/ Christoph Feddersen | |||||||||||||||||||
| Name: | Christoph Feddersen | |||||||||||||||||||
| Date: April 23, 2026 | Title: | Senior Vice President, General Counsel and Secretary | ||||||||||||||||||
2
Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
Media Contact:
Sara Banda | |||||
Corporate | |||||
Media@L3Harris.com 321-306-8927 | |||||
L3Harris Closes $1B Investment from Department of War
in Missile Solutions Business
WASHINGTON, April 23, 2026 — L3Harris Technologies (NYSE: LHX) has closed a $1 billion strategic investment from the Department of War (DoW) in its Missile Solutions (MSL) business, which it will use to expand and modernize facilities, accelerate research and development, and increase production capacity for critical national security technologies.
The investment from the DoW is in the form of a convertible preferred security of the MSL business, which will convert into common equity upon an initial public offering (IPO). In addition, the DoW will receive certain warrants to purchase common stock in MSL. As previously announced, L3Harris intends to pursue an IPO of MSL in the second half of 2026, pending market conditions.
L3Harris is investing billions to transform and grow its production operations at MSL in support of DoW priorities like PAC-3, THAAD, Tomahawk and Standard Missile. MSL was created in early 2026, bringing together the missile capabilities from across L3Harris, including the operations of legacy Aerojet Rocketdyne.
“This strategic partnership with the Department of War is a testament to the critical role L3Harris plays in our national security,” said Christopher Kubasik, Chairman and CEO, L3Harris. “The investment will allow us to accelerate innovation and enhance our ability to deliver the advanced capabilities our warfighters need to deter and defeat emerging threats. We are proud to partner with the DoW to ensure the resilience of our defense industrial base for years to come.”
The DoW investment, along with future IPO proceeds and other sources of capital, will be used to further a variety of expansion and modernization efforts at solid rocket motor production facilities in Camden, Arkansas; Huntsville, Alabama; and Orange, Virginia; among other sites.
L3Harris will remain the majority shareholder (>80%) in the new MSL business and will consolidate the financial results of MSL.
About L3Harris Technologies
L3Harris is the Trusted Disruptor in defense tech. With customers’ mission-critical needs always in mind, our employees deliver end-to-end technology solutions connecting the space, air, land, sea and cyber domains in the interest of national security. Visit L3Harris.com for more information.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. These forward-looking statements are based on L3Harris’ current views and assumptions and can change significantly in the future. Actual results and events may be significantly different from what is currently expected. Forward-looking statements may be identified by the use of the words such as “estimate,” “plan,” “shall,” “may,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “will,” “target,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include statements about: an independently traded MSL company or the timing or consummation of any potential IPO; any demand for missile solutions capacity; future investments; the value of the investment and L3Harris’ role in an independently traded MSL company. L3Harris cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements.
The following factors, among others, could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements or historical performance: the impact of any legal challenge, protest or investigation in connection with the investment and any related transactions; any unexpected tax, accounting or regulatory treatment of the investment or to any transactions in connection therewith; the availability of government funding; the outcome of government determinations regarding its procurements; any adverse impacts on L3Harris other businesses or relationship with its customers, its suppliers or other contractors for whom L3Harris is a subcontractor or supplier; potential significant adverse consequences resulting from business disruptions or economic or political uncertainty; unexpected costs, liabilities, delays, legal proceedings or the ability to obtain regulatory approvals; unfavorable economic or market conditions; unexpected geo-political events; and other impairments to achieve benefits to L3Harris from the investment, in a timely manner or at all. In addition, important risk factors that could cause actual results or outcomes to differ from those expressed in the forward-looking statements are described in the “Risk Factors” sections of L3Harris’ Annual Report on Form 10-K for the year ended Jan. 2, 2026.
In presenting the forward-looking statements, L3Harris has made material assumptions which may prove incorrect about: the availability of government funding and the statutory and regulatory authority to expand capacity for the DoW’s critical missile programs, including any future direct or indirect purchases of propulsion systems; the continued demand for missile programs; and the estimates and forecasts of investments required to expand capacity for the DoW’s critical missile programs.
L3Harris disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
No Offer or Solicitation
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
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FAQ
What did L3Harris (LHX) announce about the $1 billion Department of War investment?
L3Harris announced a $1 billion strategic investment from the Department of War into its Missile Solutions business. The funding comes as convertible preferred equity and warrants, supporting facility expansion, modernization, research and development, and added production capacity for critical national security missile technologies.
How is the Department of War’s investment in L3Harris’ Missile Solutions (MSL) structured?
The Department of War is investing through Series A convertible preferred stock and warrants issued by Aerojet Rocketdyne Holdings, which houses MSL. The preferred shares convert into common equity upon an IPO, and the warrants allow additional MSL common share purchases under agreed valuation terms.
How much ownership will L3Harris (LHX) and the Department of War hold in the MSL business after an IPO?
After a potential IPO, L3Harris expects to remain the majority shareholder with more than 80% of the new MSL company. The Department of War is expected to own less than 10% of the IPO company’s common stock on an as-exercised basis, based on the disclosed structure.
How will L3Harris use the $1 billion missile investment and any future IPO proceeds?
L3Harris plans to use the $1 billion Department of War investment, together with any future IPO proceeds and other capital sources, to expand and modernize solid rocket motor facilities. Targeted locations include Camden, Arkansas; Huntsville, Alabama; and Orange, Virginia, supporting multiple critical missile programs.
When does L3Harris plan to pursue an IPO of its Missile Solutions (MSL) business?
L3Harris stated that it intends to pursue an initial public offering of its Missile Solutions business in the second half of 2026, subject to market conditions. The Department of War’s convertible preferred stake and warrants are designed to convert or exchange in connection with that potential IPO.