L3Harris closes $1B note offering due 2029 and 2032
Net proceeds are intended to fund redemption or repayment of $550 million due in December 2026 and, with cash on hand, part of $1,250 million due in January 2027.
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Form Type
8-K
Rhea-AI Filing Summary
L3Harris Technologies, Inc. (LHX) closed the issuance and sale of $1.0 billion of notes on November 5, 2026: $500 million of 5.200% notes due 2029 and $500 million of 5.400% notes due 2032. The notes were sold under L3Harris’ automatic shelf registration statement, with a prospectus supplement dated November 2, 2026.
L3Harris intends to use net proceeds for general corporate purposes, including funding redemption or repayment at maturity of all $550 million of 3.85% Senior Notes due December 15, 2026. Together with cash on hand, proceeds are also intended to fund a portion of the $1,250 million of 5.40% Notes due January 15, 2027, and to pay any premium and accrued and unpaid interest in each case.
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
New notes issued: $1.0 billion
2029 notes: $500 million at 5.200%
2032 notes: $500 million at 5.400%
+2 more
5 metrics
New notes issued
$1.0 billion
Aggregate amount; issuance and sale closed November 5, 2026
2029 notes
$500 million at 5.200%
Due 2029
2032 notes
$500 million at 5.400%
Due 2032
2026 Senior Notes
$550 million at 3.85%
Due December 15, 2026; intended for redemption or repayment at maturity
2027 Notes
$1,250 million at 5.40%
Due January 15, 2027; proceeds with cash on hand intended to fund a portion of redemption or repayment
Key Terms
automatic shelf, aggregate principal amount, net proceeds, Indenture
4 terms
automatic shelf regulatory
"under L3Harris’ “automatic shelf” Registration Statement"
An automatic shelf is a type of securities registration that allows a qualified issuer to register a broad set of securities in advance and begin selling them to the public immediately after filing, without waiting for regulatory approval. For investors, it matters because it gives a company the flexibility to raise cash quickly—similar to a pre-approved credit line—which can dilute existing shares or change supply and demand dynamics and therefore affect the stock price.
aggregate principal amount financial
"$500 million aggregate principal amount of 5.200% Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
net proceeds financial
"use the net proceeds from the sale of the Notes"
The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.
Indenture financial
"issued pursuant to an Indenture, dated as of September 3, 2003"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much debt did LHX issue, and what are the note terms?
L3Harris closed the issuance and sale of $1.0 billion of notes on November 5, 2026. The notes comprise $500 million of 5.200% notes due 2029 and $500 million of 5.400% notes due 2032.
What will LHX use the note proceeds for?
L3Harris intends to use net proceeds for general corporate purposes, including redemption or repayment at maturity of all $550 million of 3.85% Senior Notes due December 15, 2026. Together with cash on hand, proceeds are intended to fund a portion of the $1,250 million of 5.40% Notes due January 15, 2027.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 2, 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.) | ||||||||||||
| Attn: Corporate Secretary | (Zip Code) | |||||||||||||
| (Address of principal executive offices) | ||||||||||||||
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 (§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 November 5, 2026, L3Harris Technologies, Inc. (“L3Harris”) closed the issuance and sale of notes in the aggregate amount of $1.0 billion, comprised of $500 million aggregate principal amount of 5.200% Notes due 2029 and $500 million aggregate principal amount of 5.400% Notes due 2032 (collectively, the “Notes”).
The Notes were offered and sold under L3Harris’ “automatic shelf” Registration Statement on Form S-3 (Registration No. 333-293429) filed with the Securities and Exchange Commission (“SEC”) on February 12, 2026 (the “Registration Statement”). In connection with the issuance and sale of the Notes, L3Harris filed a Prospectus Supplement, dated November 2, 2026, to the Prospectus, dated February 12, 2026 (collectively, the “Prospectus”), which relates to the issuance and sale of the Notes, and entered into an Underwriting Agreement, dated as of November 2, 2026, with Citigroup Global Markets Inc., Scotia Capital (USA) Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, on behalf of themselves and the several underwriters named therein (the “Underwriting Agreement”). The foregoing description is qualified by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated by reference herein. Any representations and warranties made in the Underwriting Agreement were made solely as of the dates specified in the Underwriting Agreement, subject to the qualifications and limitations agreed to by the parties, and only to the other express parties to the Underwriting Agreement. No other person may rely on such representations and warranties.
The Notes were issued pursuant to an Indenture, dated as of September 3, 2003 (Exhibit 4.2 to the Registration Statement), between L3Harris and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee. Further information concerning the Notes and related matters is set forth in the Prospectus.
L3Harris intends to use the net proceeds from the sale of the Notes for general corporate purposes, including: (i) funding the redemption or repayment at maturity of all the $550 million aggregate principal amount of 3.85% Senior Notes due December 15, 2026 (approximately $15 million of which was issued by a subsidiary of L3Harris, L3 Technologies, Inc.) (the “2026 notes”); and (ii) together with cash on hand, funding a portion of the redemption or repayment at maturity of the $1,250 million aggregate principal amount of 5.40% Notes due January 15, 2027 (the “2027 notes”) and, in each case, to pay any premium and accrued and unpaid interest in respect thereof. Certain of the underwriters or their affiliates may hold the 2026 notes and/or the 2027 notes.
The following documents relating to the sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference:
a. Form of 5.200% Global Note due 2029;
b. Form of 5.400% Global Note due 2032; and
c. Opinion of Holland & Knight LLP as to the validity of the Notes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
The following exhibits are filed herewith:
| Exhibit Number | Description | ||||
| 1.1 | Underwriting Agreement, dated November 2, 2026, among L3Harris Technologies, Inc. and Citigroup Global Markets Inc., Scotia Capital (USA) Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. | ||||
| 4.1 | Form of 5.200% Global Note due 2029. | ||||
| 4.2 | Form of 5.400% Global Note due 2032. | ||||
| 5.1 | Opinion of Holland & Knight LLP. | ||||
| 23.1 | Consent of Holland & Knight LLP (included in Exhibit 5.1). | ||||
| 104 | Cover Page Interactive Data File formatted in Inline XBRL | ||||
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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/ Ken Sharp | |||||||||||||||||||
| Name: | Ken Sharp | |||||||||||||||||||
| Date: November 5, 2026 | Title: | Senior Vice President and Chief Financial Officer | ||||||||||||||||||
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