Form 8-K
8-K — L3HARRIS TECHNOLOGIES, INC. /DE/
Accession: 0000202058-26-000024
Filed: 2026-04-23
Period: 2026-04-16
CIK: 0000202058
SIC: 3812 (SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — hrs-20260416.htm (Primary)
EX-99.1 (l3harriscloses1binvestment.htm)
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8-K
8-K (Primary)
Filename: hrs-20260416.htm · Sequence: 1
hrs-20260416
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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): April 16, 2026
L3HARRIS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
1-3863 34-0276860
(State or other jurisdiction
of incorporation) (Commission
File Number) (I.R.S. Employer
Identification No.)
1025 West NASA Boulevard
Melbourne, Florida 32919
(Address of principal executive offices) (Zip Code)
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
Common Stock, par value $1.00 per share LHX 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
Appointment of Leader of Space & Mission Systems and Communications & Spectrum Dominance Segments
On April 16, 2026, L3Harris Technologies, Inc. (the “Company”), through its wholly owned subsidiary, Aerojet Rocketdyne Holdings, Inc. (“AJRD”), entered into definitive agreements with the United States Department of War (the “Investor”). The agreements provide for the issuance and sale of shares of Series A Convertible Preferred Stock of AJRD (the “Series A Preferred Stock”) and warrants (the “Warrants”) to purchase common stock of AJRD (the “Common Stock”) for an aggregate purchase price of $1 billion.
The purpose of the investment is to strengthen the U.S. defense industrial base by providing funding for AJRD to expand and modernize its facilities, accelerate research and development, and increase production capacity for critical technologies.
The Series A Preferred Stock will be convertible into shares of AJRD’s Common Stock at the Investor’s option. In the event of an initial public offering (“IPO”) of AJRD’s Common Stock, the Series A Preferred Stock will automatically convert into Common Stock of the IPO Company at a conversion price equal to 80% of the price to the public in the IPO (the “IPO Price”) reflecting a mutually agreed-upon valuation that aligns with the strategic objectives of the investment, and the Warrants will be automatically exchanged for new warrants, which are exercisable from time to time to purchase 3% of the common stock of the IPO Company, on a fully diluted basis, with an average exercise price of 110% of the IPO Price. Upon completion of the IPO, the Investor is expected to own less than 10% of the IPO Company’s common stock on an as-exercised basis.
The agreements contain customary representations, warranties, and covenants by the Company and the Investor. The Agreement also provides for certain registration rights for the shares of Common Stock issuable upon conversion of the Series A Preferred Stock. Under the terms of the agreements, AJRD may redeem the Series A Preferred Stock and Warrants held by the Investor under certain conditions.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are provided herewith:
Exhibit
Number Description
99.1
Press Release issued by L3Harris Technologies, Inc. on April 23, 2026.
104 Cover Page Interactive Data File formatted in Inline XBRL
1
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/ Christoph Feddersen
Name: Christoph Feddersen
Date: April 23, 2026 Title: Senior Vice President, General Counsel and Secretary
2
EX-99.1
EX-99.1
Filename: l3harriscloses1binvestment.htm · Sequence: 2
Document
Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
Media Contact:
Sara Banda
Corporate
Media@L3Harris.com
321-306-8927
L3Harris Closes $1B Investment from Department of War
in Missile Solutions Business
WASHINGTON, April 23, 2026 — L3Harris Technologies (NYSE: LHX) has closed a $1 billion strategic investment from the Department of War (DoW) in its Missile Solutions (MSL) business, which it will use to expand and modernize facilities, accelerate research and development, and increase production capacity for critical national security technologies.
The investment from the DoW is in the form of a convertible preferred security of the MSL business, which will convert into common equity upon an initial public offering (IPO). In addition, the DoW will receive certain warrants to purchase common stock in MSL. As previously announced, L3Harris intends to pursue an IPO of MSL in the second half of 2026, pending market conditions.
L3Harris is investing billions to transform and grow its production operations at MSL in support of DoW priorities like PAC-3, THAAD, Tomahawk and Standard Missile. MSL was created in early 2026, bringing together the missile capabilities from across L3Harris, including the operations of legacy Aerojet Rocketdyne.
“This strategic partnership with the Department of War is a testament to the critical role L3Harris plays in our national security,” said Christopher Kubasik, Chairman and CEO, L3Harris. “The investment will allow us to accelerate innovation and enhance our ability to deliver the advanced capabilities our warfighters need to deter and defeat emerging threats. We are proud to partner with the DoW to ensure the resilience of our defense industrial base for years to come.”
The DoW investment, along with future IPO proceeds and other sources of capital, will be used to further a variety of expansion and modernization efforts at solid rocket motor production facilities in Camden, Arkansas; Huntsville, Alabama; and Orange, Virginia; among other sites.
L3Harris will remain the majority shareholder (>80%) in the new MSL business and will consolidate the financial results of MSL.
About L3Harris Technologies
L3Harris is the Trusted Disruptor in defense tech. With customers’ mission-critical needs always in mind, our employees deliver end-to-end technology solutions connecting the space, air, land, sea and cyber domains in the interest of national security. Visit L3Harris.com for more information.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. These forward-looking statements are based on L3Harris’ current views and assumptions and can change significantly in the future. Actual results and events may be significantly different from what is currently expected. Forward-looking statements may be identified by the use of the words such as “estimate,” “plan,” “shall,” “may,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “will,” “target,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include statements about: an independently traded MSL company or the timing or consummation of any potential IPO; any demand for missile solutions capacity; future investments; the value of the investment and L3Harris’ role in an independently traded MSL company. L3Harris cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements.
The following factors, among others, could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements or historical performance: the impact of any legal challenge, protest or investigation in connection with the investment and any related transactions; any unexpected tax, accounting or regulatory treatment of the investment or to any transactions in connection therewith; the availability of government funding; the outcome of government determinations regarding its procurements; any adverse impacts on L3Harris other businesses or relationship with its customers, its suppliers or other contractors for whom L3Harris is a subcontractor or supplier; potential significant adverse consequences resulting from business disruptions or economic or political uncertainty; unexpected costs, liabilities, delays, legal proceedings or the ability to obtain regulatory approvals; unfavorable economic or market conditions; unexpected geo-political events; and other impairments to achieve benefits to L3Harris from the investment, in a timely manner or at all. In addition, important risk factors that could cause actual results or outcomes to differ from those expressed in the forward-looking statements are described in the “Risk Factors” sections of L3Harris’ Annual Report on Form 10-K for the year ended Jan. 2, 2026.
In presenting the forward-looking statements, L3Harris has made material assumptions which may prove incorrect about: the availability of government funding and the statutory and regulatory authority to expand capacity for the DoW’s critical missile programs, including any future direct or indirect purchases of propulsion systems; the continued demand for missile programs; and the estimates and forecasts of investments required to expand capacity for the DoW’s critical missile programs.
L3Harris disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
No Offer or Solicitation
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
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