Textron (TXT) chair gets stock, options while shares withheld for taxes

Rhea-AI Filing Summary

Textron Inc. Executive Chairman Scott C. Donnelly reported equity award and related tax-withholding transactions. On March 1, 2026, he acquired an employee stock option for 44,445 shares at an exercise price of $0.00, which vests in three equal annual installments beginning on March 1, 2027, issued under Textron’s 2024 Long-Term Incentive Plan. He also received a grant of 13,017 shares of common stock at $0.00 per share, increasing his directly held common stock to 755,435 shares before tax withholding. To cover tax liability, 19,777 shares of common stock were disposed of at $98.65 per share, a tax-withholding disposition rather than an open-market sale, leaving him with 735,658 directly held shares. Indirectly, 7,564.379 shares are held for his benefit in the Textron Savings Plan as of March 1, 2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DONNELLY SCOTT C

(Last) (First) (Middle)

40 WESTMINSTER STREET

(Street)

PROVIDENCE RI 02903

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TEXTRON INC [ TXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/01/2026		A		13,017	A	$0	755,435	D
Common Stock	03/01/2026		F		19,777	D	$98.65	735,658	D
Common Stock								7,564.379	I	Held on behalf of Reporting Person by the Textron Savings Plan (as of 03/01/2026)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$98.65	03/01/2026		A		44,445		(1)	03/01/2036	Common Stock	44,445	$0(2)	44,445	D

Explanation of Responses:

1. The option vests in three (3) equal annual installments beginning on March 1, 2027.

2. Issued pursuant to the Textron Inc. 2024 Long-Term Incentive Plan.

Remarks:

	/s/ Jayne M. Donegan, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Textron (TXT) Executive Chairman Scott Donnelly receive?

Scott Donnelly received an employee stock option for 44,445 shares and a grant of 13,017 Textron common shares. Both awards were issued at $0.00 per share under the Textron Inc. 2024 Long-Term Incentive Plan and represent non-cash compensation.

How do the new stock options for Textron (TXT) Executive Chairman vest?

The 44,445-share employee stock option vests in three equal annual installments beginning March 1, 2027. This means one-third of the option becomes exercisable each year over three years, aligning Donnelly’s compensation with longer-term company performance.

Did Scott Donnelly sell Textron (TXT) shares in the open market?

The filing reports a disposition of 19,777 Textron common shares at $98.65 per share coded as “F.” This represents shares withheld to pay tax liability by delivering securities, not an open-market sale initiated for investment purposes.

How many Textron (TXT) shares does Scott Donnelly hold after these transactions?

After the reported awards and tax-withholding disposition, Scott Donnelly directly holds 735,658 Textron common shares. In addition, 7,564.379 Textron shares are held indirectly for his benefit in the Textron Savings Plan as of March 1, 2026.

What is the significance of the $98.65 price in the Textron (TXT) Form 4 filing?

The $98.65 figure is the price used for the 19,777 Textron shares disposed of to satisfy tax obligations. It reflects the value applied for this tax-withholding transaction and does not represent a discretionary open-market trade by Scott Donnelly.