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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): November 4, 2026
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. ¨
On November 4, 2026, Textron Inc. (“Textron”) issued and
sold $350,000,000 principal amount of its 5.500% Notes due March 15, 2032 (the “Notes”) pursuant to its Registration Statement
on Form S-3 (No. 333-293711), including the related Prospectus dated February 24, 2026, as supplemented by the Prospectus Supplement dated
November 2, 2026. 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 November 2, 2026 between Textron and the underwriters named therein, for whom BofA Securities, Inc. and Citigroup Global Markets Inc. acted as managers, relating to the offer and sale of the Notes, including Underwriting Agreement Standard Provisions (Debt) dated November 2, 2026. |
| |
|
|
| 4.1 |
|
Form of Global Note. |
| |
|
|
| 4.2 |
|
Officers’ Certificate dated November 4, 2026 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). |
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: November 4, 2026
