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TXT · Current Report (Form 8-K) · Filed October 31, 2025

Textron Inc — Current Report (Form 8-K)

Form
8-K
Filed
October 31, 2025
Period
Oct 31, 2025
Ticker
TXT
Accession
0001104659-25-104807
Boardroom Alpha · Filing insights

Textron issued $500 million of 4.950% notes due March 15, 2036 under its Form S-3 program.

About Textron Inc
Market cap
$15.9B
1Y TSR
+18.7%
3Y TSR
+11.9%
Board grade
C-
Sector
Industrials
CEO
Lisa M Atherton
Last annual meeting: Apr 29, 2026 · View full Textron Inc profile →

 

 

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

 

 

 

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Reference

Frequently asked questions

When did Textron Inc file this 8-K?
Textron Inc (TXT) filed this Current Report (Form 8-K) with the SEC on October 31, 2025. The accession number assigned by EDGAR is 0001104659-25-104807.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Textron issued $500 million of 4.950% notes due March 15, 2036 under its Form S-3 program. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Textron Inc's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Textron Inc has filed under CIK 217346, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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