(2) Includes the following shares obtainable within 60 days of January 1, 2023, as follows: (i) upon the exercise of stock options: Mr. Connor, 501,805 shares; Mr. Donnelly, 1,727,164 shares; Ms. Duffy, 94,403 shares; Mr. Lupone, 194,302 shares and (ii) upon the vesting of RSUs: Mr. Connor, 30,078 shares; Mr. Donnelly, 102,309 shares; Ms. Duffy, 9,155 shares; Mr. Lupone, 13,020 shares; and all directors and executive officers as of 2022 year-end as a group, 2,672,236 shares. (3) Excludes (i) stock units held under non-qualified deferred compensation plans that are paid in cash, based upon the value of Textron common stock, as follows: Mr. Connor, 10,095 shares; Mr. Donnelly, 16,231 shares; Ms. Duffy, 1,653 shares; and Mr. Lupone, 5,443 shares; (ii) unvested RSUs payable in stock, not obtainable within 60 days of January 1, 2023, as follows: Mr. Connor, 35,312 shares; Mr. Donnelly, 119,354 shares; Ms. Duffy, 11,447 shares; and Mr. Lupone, 15,380 shares; and (iii) unvested PSUs payable in cash when earned based upon the value of Textron common stock, as follows: Mr. Connor, 56,768 shares; Mr. Donnelly, 191,715 shares; Ms. Duffy, 18,792 shares; and Mr. Lupone, 24,792 shares. (4) Based on information disclosed in Amendment No. 8 to Schedule 13G filed by BlackRock, Inc. on February 3, 2023. According to this filing, as of December 31, 2022, BlackRock, Inc., through its various entities, beneficially owns these shares and has sole power to dispose of or direct the disposition of all of these shares and sole power to vote or direct the voting of 16,398,374 of these shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. During 2022, BlackRock acted as an investment manager for certain assets within Textron’s pension plans and employee savings plans. BlackRock received approximately $1.0 million in fees for these services. (5) Based on information disclosed in Amendment No. 1 to Schedule 13G filed by T. Rowe Price Investment Management, Inc. on February 14, 2023. According to this filing, as of December 31, 2022, T. Rowe Price Investment Management, Inc., in its capacity as investment adviser for various individual and institutional clients, is deemed to beneficially own these shares as to which it has sole dispositive power and, with respect to 7,560,200 of these shares, sole voting power. T. Rowe Price Investment Management, Inc. expressly disclaims beneficial ownership. The address for T. Rowe Price Investment Management, Inc. is 100 E. Pratt Street, Baltimore, MD 21201. (6) Based on information disclosed in Amendment No. 12 to Schedule 13G filed by The Vanguard Group, Inc. on February 9, 2023. According to this filing, as of December 30, 2022, The Vanguard Group, Inc. beneficially owns these shares and has sole power to dispose of or direct the disposition of 23,088,816 of these shares, shared power to dispose of or direct the disposition of 818,669 of these shares, sole power to vote or direct the voting of none of these shares and shared power to vote or direct the voting of 264,970 of these shares. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355. During 2022, Vanguard acted as an investment manager for certain assets within Textron’s pension plans and employee savings plans. Vanguard received approximately $1.0 million in fees for these services. TEXTRON 2023 PROXY STATEMENT 21
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