TXT DEFR14A

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. 1)


☒	Filed by the Registrant	☐	Filed by a Party other than the Registrant

Check the appropriate box:
☐	Preliminary Proxy Statement
☐	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Under Rule 14a-12

TEXTRON INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Explanatory Note

This revised definitive proxy statement (“Proxy Statement”) of Textron Inc. (the “Company”) amends, supersedes and replaces in its entirety the definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 5, 2026 (the “Original Proxy Statement”) in connection with the Company’s 2026 Annual Meeting of Shareholders scheduled to be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/TXT2026 on April 29, 2026, at 11:00 a.m. (Eastern Time).

This Proxy Statement is being filed solely to (i) correct a typographical error on page 7 of the Original Proxy Statement pertaining to the year that a Director joined the Board of Directors, (ii) remove Inline XBRL tagging incorrectly applied to certain disclosures under the headings “Compensation of Directors” and “Director Stock Ownership Requirements” on pages 17 and 18 of the Original Proxy Statement, respectively, and (iii) include the required Inline XBRL tagging of disclosures under the heading “Timing of Option Awards” on page 58 of the Original Proxy Statement.

Except as specifically discussed in this Explanatory Note, this Proxy Statement does not otherwise modify or update any other disclosures presented in the Original Proxy Statement.

NOTiCE OF ANNUAL MEETiNG

To the Shareholders of Textron Inc.:

The 2026 Annual Meeting of Shareholders of Textron Inc. (the “Company”) will be held on Wednesday, April 29, 2026 at 11 a.m. Eastern Daylight Time. This year’s meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/TXT2026. Shareholders will not be able to attend the meeting in person. At the meeting, our shareholders will be asked to do the following:


		To elect the eleven director nominees named in the proxy statement to hold office until the next annual shareholders’ meeting;

		To ratify the appointment by the Audit Committee of Ernst & Young LLP as Textron’s independent registered public accounting firm for 2026;

		To approve Textron’s executive compensation on an advisory basis; and

		To transact any other business as may properly come before the meeting or any adjournment or postponement of the meeting.



	Wednesday, April 29, 2026


	11:00 a.m. Eastern Daylight Time


	Virtual Meeting Site: www.virtualshareholdermeeting.com/TXT2026

To be admitted to the Annual Meeting virtually, you will need to log in to www.virtualshareholdermeeting.com/TXT2026. Instructions on how to participate in the Annual Meeting via live audio webcast are described in the accompanying proxy statement and posted at www.virtualshareholdermeeting.com/TXT2026.

On March 6, 2026, we mailed to many of our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review our proxy materials, including our Proxy Statement and the Annual Report to Shareholders, and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. If you prefer to receive printed proxy materials, please follow the instructions included in the Notice. Shareholders who requested paper copies of the proxy materials or previously elected to receive our proxy materials electronically did not receive the Notice and will receive the proxy materials in the format requested.

Whether or not you plan to attend the virtual meeting, we urge you to cast your vote as soon as possible so that your shares may be represented at the meeting. You may vote your shares via the internet or by telephone by following the instructions included on the Notice. Alternatively, if you received paper copies of the proxy materials by mail, you can vote by mail by following the instructions on the proxy card.

You are entitled to vote all shares of common stock registered in your name at the close of business on March 2, 2026.

By order of the Board of Directors,

E. Robert Lupone

Executive Vice President, General Counsel and Secretary

Providence, Rhode Island

March 6, 2026

TEXTRON 2026 PROXY STATEMENT

YOUR VOTE IS IMPORTANT

Brokers are not permitted to vote on the election of directors or on certain other proposals, and may elect not to vote on any matters, unless they receive voting instructions from the beneficial owner. Therefore, if your shares are held in the name of your broker or bank, it is important that you vote. We encourage you to vote promptly, even if you intend to attend the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 2026:

The Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders, the Annual Report to Shareholders for the fiscal year ended January 3, 2026 and the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026 are available at https://investor.textron.com/financial/annual-reports-proxy-materials/default.aspx. The Company will provide by mail or email, without charge, a copy of its Annual Report on Form 10-K, at the request of shareholders. Please direct all inquiries to the Company at (401) 457-2288 or by submitting a written request to the Secretary at Textron Inc., 40 Westminster Street, Providence, Rhode Island 02903 or by email to irdepartment@textron.com.

Review the Proxy Statement and Vote in One of Four Ways:

	By Telephone	By Mail
	Call the telephone number on your proxy card or voting instruction form.	If you received your materials by mail, you can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.

	By Internet	By Attending The Virtual Meeting
	You can vote your shares online at www.proxyvote.com or on the website address set forth on your proxy card or voting instruction form.	Attend the virtual meeting and vote your shares during the meeting at www.virtualshareholdermeeting.com/TXT2026

TEXTRON 2026 PROXY STATEMENT

TABLE OF CONTENTS

TABLE OF CONTENTS

TEXTRON iNC. 2026 ANNUAL MEETiNG OF SHAREHOLDERS	1
Attending the Meeting	1
Shareholders Who May Vote	1
Voting Recommendation	1

iTEM 1 ELECTiON OF DiRECTORS	2
Board Membership Qualifications	2
Nominees for Director	2

CORPORATE GOVERNANCE	10
Governance Highlights	10
Director Independence	11
Leadership Structure	11
Board and Committee Evaluations	12
Meeting Attendance	12
Other Directorships	12
Board Committees	13
Executive Committee	15
Risk Oversight	15
Committee and Board Oversight of Environmental, Social and Governance Matters	15
Corporate Responsibility and Sustainability	16
Shareholder Outreach	17
Shareholder Communications to the Board	17
Director Nominations	17
Compensation of Directors	17
Director Stock Ownership Requirements	18
Director Anti-Hedging and Pledging Policy	18
Corporate Governance Guidelines and Policies	19

Code of Ethics	19
Insider Trading Policies and Procedures	19

SECURiTY OWNERSHiP	20
Delinquent Section 16(a) Reports	21

AUDiT COMMiTTEE REPORT	22

ITEM 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	23
Fees to Independent Auditors	23

COMPENSATiON COMMiTTEE REPORT	24

COMPENSATION DISCUSSION AND ANALYSIS	25
Executive Summary	25
Overview and Objectives of Executive Compensation Program	29
Target Direct Compensation	29
2025 Incentive Compensation Targets, Payouts and Performance Analysis	33
2025 Say-on-Pay Advisory Vote on Executive Compensation	37
Risks Related to Compensation	37
Other Compensation Programs	37
Role of Independent Compensation Consultant	37
Share Ownership Requirements	38
Anti-Hedging and Pledging Policy	38
Clawback Policy	38
Compensation Arrangements Relating to Termination of Employment	38
Tax Considerations	39

TEXTRON 2026 PROXY STATEMENT

TABLE OF CONTENTS

EXECUTiVE COMPENSATiON	40
Summary Compensation Table	40
Grants of Plan-Based Awards in Fiscal 2025	42
Outstanding Equity Awards at 2025 Fiscal Year-End	43
Option Exercises and Stock Vested in Fiscal 2025	44
Pension Benefits in Fiscal 2025	45
Nonqualified Deferred Compensation	47
Potential Payments Upon Termination or Change in Control	48
Pay Ratio	52
Pay versus Performance	53
Evaluation of Risk in Compensation Plans	58
Timing of Option Awards	58
Equity Compensation Plan Information	58
Transactions with Related Persons	59

iTEM 3 ADViSORY VOTE TO APPROVE TEXTRON’S EXECUTiVE COMPENSATiON	60

GENERAL INFORMATION ABOUT THE ANNUAL MEETING	61
Internet Availability of Proxy Materials	61
Voting	61
Savings Plan Participants	61
Changing or Revoking a Proxy	61
Required Vote	62
Costs of Proxy Solicitation	62
Confidential Voting Policy	62
Attending the Meeting	62

OTHER iNFORMATiON	64
Other Matters to Come Before the Meeting	64
Shareholder Proposals and Other Matters for 2027 Annual Meeting	64
Delivery of Documents to Shareholders Sharing an Address	64

Certain statements in this document are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which may describe strategies, goals, outlook or other non-historical matters, are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2025 Annual Report on Form 10-K. In addition, our environmental, social and governance goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met.

TEXTRON 2026 PROXY STATEMENT

TEXTRON INC. 2026 ANNUAL MEETING OF SHAREHOLDERS

ATTENDiNG THE MEETiNG

This proxy statement, which is first being made available to shareholders on or about March 6, 2026, is furnished in connection with the solicitation by the Board of Directors of Textron Inc. of proxies to be voted at the annual meeting of shareholders to be held on April 29, 2026, at 11:00 a.m. Eastern Daylight Time virtually via a live audio webcast and at any adjournments or postponements thereof. Shareholders will be able to attend the Annual Meeting, vote their shares and submit questions during the meeting at www.virtualshareholdermeeting.com/TXT2026.

The live audio webcast of the Annual Meeting will begin promptly at 11:00 a.m. Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log-in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time.

To be admitted to the Annual Meeting virtually, you will need to log-in to www.virtualshareholdermeeting.com/TXT2026 using the 16-digit control number found on the proxy card, voting instruction form, Notice or email, as applicable, sent or made available to shareholders entitled to vote at the Annual Meeting. Shareholders whose shares are held in street name and whose voting instruction form or Notice does not indicate that their shares may be voted through the www.proxyvote.com website should contact their bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to attend, participate in or vote at the Annual Meeting.

SHAREHOLDERS WHO MAY VOTE

All shareholders of record at the close of business on March 2, 2026 will be entitled to vote. As of March 2, 2026, Textron had outstanding 174,098,891 shares of common stock, each of which is entitled to one vote with respect to each matter to be voted upon at the meeting. Proxies are solicited to give all shareholders who are entitled to vote on the matters that come before the meeting the opportunity to do so whether or not they attend the meeting.

VOTiNG RECOMMENDATiON

The Board of Directors recommends that shareholders vote as follows:

TEXTRON 2026 PROXY STATEMENT / 1

ELECTION OF DIRECTORS

BOARD MEMBERSHiP QUALiFICATiONS

The Board of Directors believes that the Board, as a whole, should possess a combination of skills, professional experience and diversity of perspectives necessary to oversee the Company’s business. Accordingly, the Board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs. In addition, the Board believes that there are certain attributes that every director should possess, as reflected in the Board’s membership criteria which are developed and recommended to the Board by the Nominating and Corporate Governance Committee. The nominees for election to the Board share certain qualifications and attributes consistent with these criteria, which are set forth in the Company’s Corporate Governance Guidelines and Policies and are summarized below:

Board Membership Criteria



Exemplary personal ethics and integrity	Core business competencies of high achievement and a record of success	Financial literacy and a history of making good business decisions and exposure to best practices



Enthusiasm for Textron and sufficient time to be fully engaged	Strong communications skills and confidence to ask tough questions	Interpersonal skills that maximize group dynamics, including respect for others



Specific skills and experience aligned with Textron’s strategic direction and operating challenges and that complement the overall composition of the Board

NOMiNEES FOR DiRECTOR

At the 2026 Annual Meeting, eleven directors are to be elected to hold office until the 2027 Annual Meeting or until their successors have been elected and qualified. All eleven nominees are currently Textron directors. Lisa Atherton, Textron’s new President and Chief Executive Officer, joined the Board on January 4, 2026. Kathleen M. Bader, a director since 2004, will be retiring from our Board of Directors effective as of the 2026 Annual Meeting in accordance with our retirement policy. In anticipation of the vacancy which will result upon Ms. Bader’s retirement, the Board appointed Cristina Méndez to the Board, effective February 15, 2026. Ms. Méndez was recommended by a third-party search firm and then evaluated and interviewed by members of the Nominating and Corporate Governance Committee, as well as other members of the Board, prior to her appointment. The search firm assisted the Company in identifying and evaluating director candidates for a fee paid by the Company. It is the intention of the persons named as proxies for the Annual Meeting, unless otherwise instructed, to vote “for” each of the directors who have been nominated for election. If any director nominee is unable or unwilling to serve as a nominee at the time of the Annual Meeting, the persons named as proxies will vote for the balance of the nominees and may vote for a substitute nominee.

Our Nominating and Corporate Governance Committee and our Board have determined that each of our nominees has the experience, attributes and skills needed to collectively comprise an effective and well-functioning Board. Textron’s directors have experience with businesses that operate in industries in which Textron operates or that involve skills that are integral to Textron’s operations.

2 / TEXTRON 2026 PROXY STATEMENT

ELECTION OF DIRECTORS

Our director nominees offer an effective mix of relevant experience and skills, and a range of tenures with a majority having served for less than five years, due to recent Board refreshments, as illustrated below:

Although the Nominating and Corporate Governance Committee does not have a formal policy for identifying nominees for director, it seeks a variety of occupational and personal backgrounds on the Board to obtain a range of viewpoints and perspectives. The Committee has advised its third-party search firm of the importance of identifying director candidates from a variety of occupational and personal backgrounds. The Board assesses its effectiveness in this regard as part of its refreshment process.

Our Board nominees provide independent oversight, with director tenure that balances institutional knowledge with fresh perspectives, as illustrated below:

TEXTRON 2026 PROXY STATEMENT / 3

ELECTION OF DIRECTORS

Biographical information about each nominee, as well as highlights of the specific experience, qualifications, attributes and skills of our individual Board members, are included below:


	Director Since 2009 Executive Chairman		Scott C. Donnelly
			Experience, Qualifications, Attributes and Skills • Significant experience in the aerospace and defense sector • Deep operational experience in innovation, manufacturing, sales and marketing, portfolio management, talent development and business processes • First-hand, real-time experience in, and understanding of, Textron operations
			Mr. Donnelly, 64, is Executive Chairman of Textron. Mr. Donnelly joined Textron in June 2008 as Executive Vice President and Chief Operating Officer and was promoted to President and Chief Operating Officer in January 2009. He was appointed to the Board of Directors in October 2009, became Chief Executive Officer of Textron in December 2009 and Chairman of the Board in September 2010. He stepped down as President and Chief Executive Officer and became Executive Chairman of Textron in January 2026. Previously, Mr. Donnelly was the President and CEO of General Electric (GE) Company’s Aviation business unit, a position he had held since July 2005. GE’s Aviation business unit is a leading maker of commercial and military jet engines and components as well as integrated digital, electric power and mechanical systems for aircraft. Prior to July 2005, Mr. Donnelly served as Senior Vice President of GE Global Research, one of the world’s largest and most diversified industrial research organizations with facilities in the U.S., India, China and Germany and held various other management positions since joining GE in 1989. Mr. Donnelly serves on the Board of Directors for Medtronic plc.


	Director Since 2026 President and CEO		Lisa M. Atherton
			Experience, Qualifications, Attributes and Skills • Extensive experience in aerospace and defense operations and manufacturing • Demonstrated expertise in managing U.S. government defense programs • Significant experience in human capital management • First-hand, real-time experience in, and understanding of Textron operations
			Ms. Atherton, 51, became President and Chief Executive Officer of Textron in January 2026. She served as President and CEO of Bell from 2023 through 2025, previously serving as its Chief Operating Officer. From 2017 through 2022, she was President and CEO of Textron Systems. Before her role at Textron Systems, Ms. Atherton was the Executive Vice President, Military Business, at Bell, responsible for providing strategic direction and overall management for all government programs and business development efforts. Prior to that role, Ms. Atherton was the Vice President, Global Military Development, at Bell, leading the company’s domestic and international military business development activities. Ms. Atherton joined Textron in 2007. Before her career with Textron, she spent eight years at Air Combat Command’s Directorate of Requirements, helping to shape the budget and operational requirements and needs for the Combat Air Forces and was a contracting officer in the U.S. Air Force. Ms. Atherton serves on the Board of Directors for Southwest Airlines Co.

4 / TEXTRON 2026 PROXY STATEMENT

ELECTION OF DIRECTORS


	Director Since 2022 Chair, Audit Committee		Richard F. Ambrose
			Experience, Qualifications, Attributes and Skills • Extensive operating and leadership experience in aerospace and defense industry • Deep understanding of working with the Department of Defense • Demonstrated expertise in management of U.S. government defense programs • Significant experience in research and development of advanced technology • Audit Committee Financial Expert
			Mr. Ambrose, 67, retired in 2022 as the Executive Vice President—Space of Lockheed Martin Corporation, a global security and aerospace company, where he led Lockheed Martin’s $12 billion Space business which employs approximately 20,000 people and provides advanced technology systems for national security, civil and commercial customers. Prior to this role, which he assumed in 2013, he served as President, Lockheed Martin Information Systems & Global Solutions-National from 2011 through 2012 and as Vice President & General Manager, Lockheed Martin Surveillance & Navigation Systems line of business within Space from 2006 through 2010. He joined Lockheed in 2000 as Vice President & General Manager, Lockheed Martin Ground Systems and served as President, Lockheed Martin Maritime Systems & Sensors Tactical Systems from 2004 to 2006. Prior to joining Lockheed Martin, Mr. Ambrose served as President and General Manager of the Space Systems Division at Hughes Information Systems (which merged with Raytheon C3I Systems in 1997).

SEC Form DEFR14A filed by Textron Inc.