[8-K] TEXTRON INC Reports Material Event

Rhea-AI Filing Summary

Textron Inc. issued and sold $500,000,000 principal amount of 4.950% Notes due March 15, 2036. The notes were offered under Textron’s automatic shelf registration on Form S-3, using a base prospectus dated February 22, 2023 and a prospectus supplement dated October 28, 2025.

The offering was executed under an underwriting agreement managed by Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC. An officers’ certificate established the notes under Textron’s indenture with The Bank of New York Mellon Trust Company, N.A., as trustee. Bracewell LLP provided a legality opinion, filed as an exhibit.

Insights

Debt Capital Markets Analyst

Textron issued new long-term debt: $500M notes due 2036 at 4.950%, modestly increasing fixed interest costs and extending maturity profile.

Textron closed a registered offering of $500,000,000 principal amount of 4.950% notes due March 15, 2036. The deal was executed off an effective shelf (Form S-3) and sold via an underwriting syndicate led by Goldman Sachs, J.P. Morgan, and Wells Fargo. The notes were established under Textron’s existing base indenture with The Bank of New York Mellon Trust Company, N.A. as trustee.

What it means: total debt rises by $500M, and Textron locks in a fixed coupon of 4.950% through 2036. This typically lifts annual interest expense by the coupon on the issued principal and adds a future bullet maturity at the stated due date. The legal and structural terms are governed by the long-standing indenture, with the underwriting, opinion, and officer certification filed as exhibits.

Why it matters: a benchmark-sized issuance signals access to public markets and provides liquidity or balance sheet flexibility. Key dependencies include ongoing compliance with indenture terms and the company’s ability to service higher fixed charges. Watch for future disclosures on use of proceeds, any related refinancing actions, and upcoming filings that detail covenant packages or supplemental terms. The next clear milestone is the final maturity on March 15, 2036, with periodic reporting likely to reference this tranche in debt footnotes.

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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): October 31, 2025

TEXTRON INC.

(Exact name of Registrant as specified in its charter)

Delaware		1-5480		05-0315468
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

40 Westminster Street, Providence, Rhode Island		02903
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (401) 421-2800

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 (see General Instruction A.2. below):

¨ 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 exchange on which registered
Common Stock – par value $0.125		TXT		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 October 31, 2025, Textron Inc. (“Textron”) issued and sold $500,000,000 principal amount of its 4.950% Notes due March 15, 2036 (the “Notes”) pursuant to its Registration Statement on Form S-3 (No. 333-269915), including the related Prospectus dated February 22, 2023, as supplemented by the Prospectus Supplement dated October 28, 2025. The exhibits to this Current Report on Form 8-K are hereby incorporated by reference in such Registration Statement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

The following exhibits are filed herewith:

Exhibit Number		Description
1.1		Underwriting Agreement dated October 28, 2025 between Textron and the underwriters named therein, for whom Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC acted as managers, relating to the offer and sale of the Notes, including Underwriting Agreement Standard Provisions (Debt) dated October 28, 2025.
4.1		Form of Global Note.
4.2		Officers’ Certificate dated October 31, 2025 establishing the Notes pursuant to the Indenture dated as of September 10, 1999 between Textron and The Bank of New York Mellon Trust Company, N.A., as Trustee.
5.1		Opinion of Bracewell LLP regarding the legality of the Notes.
23.1		Consent of Bracewell LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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 hereunto duly authorized.

TEXTRON INC.

(Registrant)

/s/ Scott P. Hegstrom 

Scott P. Hegstrom

Vice President and Treasurer

Date: October 31, 2025

FAQ

What did Textron (TXT) announce in this 8-K?

Textron issued and sold $500,000,000 of 4.950% Notes due March 15, 2036 under its Form S-3.

What are the key terms of Textron’s new notes?

The notes carry a 4.950% interest rate and mature on March 15, 2036.

Under which registration did Textron offer the notes?

The notes were offered under Textron’s Form S-3 shelf, using a prospectus dated February 22, 2023 and a supplement dated October 28, 2025.

Who managed the Textron notes offering?

Managers were Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC.

Who is the trustee for the Textron notes?

The trustee is The Bank of New York Mellon Trust Company, N.A. under the indenture dated September 10, 1999.

Was a legal opinion provided for the notes?

Yes. Bracewell LLP delivered a legality opinion, filed as Exhibit 5.1 with a related consent in Exhibit 23.1.