2026 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Distribution Statement A: Approved for public release. Distribution is unlimited. Wednesday April 29, 2026, at 11 a.m. EDT, virtually at www.virtualshareholdermeeting.com/TXT2026
TEXTRON AVIATION Textron Aviation is home to the Beechcraft® and Cessna® aircraft brands and is a leader in general aviation through two principal product lines: aircraft and aftermarket parts and services. Aircraft includes sales of business jets, turboprop aircraft, military trainer and defense aircraft and piston engine aircraft. Aftermarket parts and services includes commercial parts sales and maintenance, inspection and repair services, and advanced flight training devices. BELL Bell is a leading supplier of military and commercial helicopters, tiltrotor aircraft and related spare parts and services. Bell supplies advanced military helicopters and tiltrotors to the U.S. Government and non-U.S. military customers and commercially certified helicopters to corporate, private, law enforcement, utility, public safety and emergency medical helicopter operators, and U.S. and foreign governments. Bell provides support and service for an installed base of approximately 13,000 helicopters. INDUSTRIAL Our industrial segment designs and manufactures a variety of products within the Kautex and Textron Specialized Vehicles businesses. Kautex is a leader in designing and manufacturing plastic fuel systems for automobiles and light trucks, along with other automotive systems and components. Textron Specialized Vehicles products include golf cars, utility vehicles, light transportation vehicles, aviation ground support equipment, professional turf-maintenance equipment and specialized turf-care vehicles. TEXTRON SYSTEMS Textron Systems’ businesses develop, manufacture and integrate products and services for U.S. and international military, government and commercial customers to support defense, homeland security, aerospace, infrastructure protection and other customer missions. Product and service offerings include electronic systems and solutions, advanced marine craft, piston aircraft engines, live military air-to-air and air-to-ship training, weapons and related components, unmanned aircraft systems and both manned and unmanned armored and specialty vehicles. TEXTRON eAVIATION Textron eAviation is focused on research and development initiatives related to sustainable aviation solutions and includes Pipistrel, a manufacturer of light aircraft. Pipistrel offers a family of light aircraft and gliders with both electric and combustion engines. Pipistrel’s Velis Electro is the world’s first, and currently only, electric aircraft to receive full type certification from the European Union Aviation Safety Agency and from the UK Civil Aviation Authority. FINANCE Our Finance segment, operated by Textron Financial Corporation (TFC), is a commercial finance business that provides financing solutions primarily to purchasers of new and pre-owned Textron Aviation aircraft and Bell helicopters. For more than 70 years, TFC has played a key role for Textron customers around the globe. GLOBAL NETWORK OF BUSINESSES Textron is known around the world for its powerful brands of aircraft, defense and industrial products that provide customers with groundbreaking technologies, innovative solutions and first-class service.
TEXTRON 2026 PROXY STATEMENT / i 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 transact any other business as may properly come before the meeting or any adjournment or postponement of the meeting. 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 Virtual Meeting Site: www.virtualshareholdermeeting.com/TXT2026 11:00 a.m. Eastern Daylight Time Wednesday, April 29, 2026 TEXTRON 2026 PROXY STATEMENT 3 4 1 2 To approve Textron’s executive compensation on an advisory basis; and To ratify the appointment by the Audit Committee of Ernst & Young LLP as Textron’s independent registered public accounting firm for 2026;
ii / 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 Call the telephone number on your proxy card or voting instruction form. By Internet 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. By Mail 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 Attending The Virtual Meeting Attend the virtual meeting and vote your shares during the meeting at www.virtualshareholdermeeting.com/TXT2026 TEXTRON 2026 PROXY STATEMENT
TEXTRON 2026 PROXY STATEMENT / iii 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 iv / TEXTRON 2026 PROXY STATEMENT 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. 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 TEXTRON 2026 PROXY STATEMENT
TEXTRON 2026 PROXY STATEMENT / 1 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: Voting Recommendation Item 1 To elect the eleven director nominees named in the proxy statement to hold office until the next annual shareholders’ meeting; “FOR” each of the director nominees Item 2 To ratify the appointment by the Audit Committee of Ernst & Young LLP as Textron’s independent registered public accounting firm for 2026; and “FOR” Item 3 To approve Textron’s executive compensation on an advisory basis “FOR”
2 / TEXTRON 2026 PROXY STATEMENT 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: 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 Strong communications skills and confidence to ask tough questions Enthusiasm for Textron and sufficient time to be fully engaged 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 Board Membership Criteria 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.
TEXTRON 2026 PROXY STATEMENT / 3 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: INDEPENDENCE 81% Independent 9 out of 11 directors GENDER 6 Directors 3 Directors 2 Directors 0-5 years 6–10 years More than 10 years TENURE 6.9 yrs Average Tenure of Directors 4 out of 11 directors 36% Female >10 Years 6-10 Years 0-5 Years Director Experience and Skills Aerospace and Defense l l l l l l l Climate Change/Sustainability l Information Security l l l l Finance/Accounting l l l l l Human Capital Management l l l l International Business l l l l l Military/Government l l l l Operations and Manufacturing l l l l l l l Risk Management and Oversight l l l l l l l l Senior Leadership lllllllllll Strategic Planning lllllllllll Technology/Research and Development l l l l l Tenure No. of Years 23171096433100 Clark Donnelly Zuber James Nowell Ambrose Kennedy Garrett Mionis Atherton Méndez
ELECTION OF DIRECTORS 4 / TEXTRON 2026 PROXY STATEMENT 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: Scott C. Donnelly • 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 Experience, Qualifications, Attributes and Skills 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 2009 Executive Chairman • 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. Director Since 2026 President and CEO Lisa M. Atherton Experience, Qualifications, Attributes and Skills
TEXTRON 2026 PROXY STATEMENT / 5 ELECTION OF DIRECTORS • 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). Director Since 2022 Chair, Audit Committee Richard F. Ambrose Experience, Qualifications, Attributes and Skills • Extensive expertise in establishing brand equity worldwide and extending strategic initiatives globally • Leadership skills in enhancing customer service and advancing customer relationships • Significant experience in corporate governance, talent development, change management, marketing and business development • Audit Committee Financial Expert Mr. Clark, 73, is the retired Chairman and Chief Executive Officer of Cardinal Health, Inc., a leading provider of services supporting the health care industry. He joined Cardinal Health in April 2006 as President and Chief Executive Officer, became Chairman in November 2007 and retired in September 2009. Prior to joining Cardinal Health he was Vice Chairman of the Board, P & G Family Health, and a director of The Procter and Gamble Company, which markets consumer products in over 140 countries, from 2002–2006. He joined Procter and Gamble in 1974 and served in various key executive positions before becoming Vice Chairman of the Board in 2002 and held that position until leaving the company in April 2006. Mr. Clark has served as a director of Elevance Health, Inc. (formerly Anthem, Inc.) since 2014. He served as a director of General Mills from 2009 until September 2024. Director Since 2003 Audit Committee N&CG Committee R. Kerry Clark Experience, Qualifications, Attributes and Skills
ELECTION OF DIRECTORS 6 / TEXTRON 2026 PROXY STATEMENT Michael X. Garrett • Experience managing complex operational and strategic issues • Deep understanding of the U.S. military • Broad knowledge of the defense industry and international security issues • Demonstrated leadership and management skills Experience, Qualifications, Attributes and Skills Mr. Garrett, 64, is a retired United States Army four-star general with nearly 40 years of service, most recently serving as Commanding General, United States Army Forces Command (FORSCOM), the largest command in the U.S. Army, from March 2019 until his retirement in July 2022. As FORSCOM Commander, he led 750,000 combat and support personnel through the COVID-19 pandemic and a shifting global security landscape. His earlier command tours included U.S. Army Central Command for almost four years, during which he was responsible for all Army activity in the Central Command area. Previously, he spent six years leading Army activity in the Middle East, first as Chief of Staff, U.S. Central Command and later as commanding general. Mr. Garrett served as a Director of Nano Dimension Ltd. from October 2023 until December 2024. Director Since 2023 Audit Committee N&CG Committee • Deep expertise in national security • Significant experience in U.S. government procurement and logistics • Demonstrated leadership and management skills • Extensive experience in the cybersecurity field Ms. James, 67, is the retired 23rd Secretary of the United States Air Force, a position she held from December 2013 to January 2017. Prior to her role as Secretary of the Air Force, Ms. James held various executive positions during a 12-year tenure at Science Applications International Corporation (SAIC), a provider of services and solutions in the areas of defense, health, energy, infrastructure, intelligence, surveillance, reconnaissance and cybersecurity to agencies of the U.S. Department of Defense (DoD), the intelligence community, the U.S. Department of Homeland Security, foreign governments and other customers, most recently serving as Sector President, Technical and Engineering of the Government Solutions Group. Earlier in her career, Ms. James served as Professional Staff Member for the House Armed Services Committee and as the DoD Assistant Secretary of Defense for Reserve Affairs. Ms. James has served on the board of directors of Unisys Corporation since 2017, and she served on the Board of Aerojet Rocketdyne Holdings, Inc. from June 2022 to July 2023. Director Since 2017 Chair, O&C Committee Deborah Lee James Experience, Qualifications, Attributes and Skills
TEXTRON 2026 PROXY STATEMENT / 7 ELECTION OF DIRECTORS Thomas A. Kennedy • Extensive leadership experience in aerospace and defense industry • Deep understanding of working with the Department of Defense • Significant operational and strategic expertise • Audit Committee Financial Expert Experience, Qualifications, Attributes and Skills Mr. Kennedy, 70, is the retired Executive Chairman of the Board of Directors of Raytheon Technologies, an aerospace and defense company that provides advanced systems and services for commercial, military and government customers globally, a position he held from April 7, 2020 until his retirement in June 2021. Prior to his role as Executive Chairman, Kennedy had been the Chairman and Chief Executive Officer of the Raytheon Company, a technology and innovation leader specializing in defense, civil government and cybersecurity solutions, from 2014 to 2020. In April 2020, the Raytheon Company merged with United Technologies Corporation, creating Raytheon Technologies. He previously held the position of Executive Vice President and Chief Operating Officer of Raytheon Company from 2013 to 2014. Since joining Raytheon in 1983, Mr. Kennedy held various leadership roles at the company, including senior executive management positions within Raytheon’s Unmanned and Reconnaissance Systems, Space and Airborne Systems, and Integrated Defense Systems business units. Prior to joining Raytheon, Kennedy was a captain in the U.S. Air Force. Director Since 2023 Audit Committee O&C Committee • Demonstrated expertise in financial reporting and accounting of large international businesses • Deep understanding of a broad range of financial functions and investor relations • Extensive experience in international business and strategic planning • Audit Committee Financial Expert Ms. Méndez, 45, currently serves as Executive Vice President and Chief Financial Officer of Otis Worldwide Corporation where she oversees a wide range of functions, including Investor Relations, Financial Planning and Analysis, Internal Audit, Tax, Treasury and Corporate Real Estate. Otis is the world’s leading elevator and escalator manufacturing, installation and service company, with $14 billion in net sales in 2024 and customers in over 200 countries. Prior to her role as CFO, to which she was appointed in 2024, Ms. Méndez served as Senior Vice President, Finance & Transformation for Otis’ EMEA (Europe, the Middle East and Africa) region, which is comprised of more than 40 countries, a role she began in 2022. Before joining Otis, she served as a senior finance executive in the global telecommunications industry for over 15 years, most recently from 2017 to 2022 as Senior Vice President, Director FPA of Telefónica Deutschland, which at the time, was a publicly listed subsidiary of Telefónica Group, one of the world’s largest telecommunications companies, where she oversaw financial operations and strategic initiatives. From 2007 to 2017, she held various senior finance roles at Telefónica Group, with a focus on strategic and financial planning across the international operating business. Director Since 2026 Audit Committee N&CG Committee Cristina Méndez Experience, Qualifications, Attributes and Skills
ELECTION OF DIRECTORS 8 / TEXTRON 2026 PROXY STATEMENT • Extensive expertise in operations and manufacturing • Significant international business experience with global perspective • Deep experience in the aerospace and industrial sectors Mr. Mionis, 63, is the President, Chief Executive Officer and member of the Board of Celestica Inc., a multinational leader in design, manufacturing, hardware platform and innovative supply chain solutions for a wide range of industries including aerospace, industrial and communications. Celestica’s solutions span design and engineering through to after-market services. Headquartered in Toronto, Canada, Celestica employs approximately 27,000 people across 40 locations in the Americas, Asia and Europe, and generated $9.7 billion in revenue in 2024. Mionis has served as Celestica’s CEO since 2015. Prior to his role at Celestica, Mr. Mionis was an Operating Partner/Senior Advisor in private equity at Pamplona Capital Management from 2013 to 2015 where he generated deal flow within the industrial/aerospace market and supported several companies across a range of industries, including industrial, aerospace, healthcare and automotive. From 2006 to 2013, he served as President and Chief Executive Officer of StandardAero, a global aerospace maintenance, repair and overhaul company, leading it through a period of significant revenue and profitability growth. He previously held senior leadership roles at Honeywell, culminating in his position as the Vice President Integrated Supply Chain for Honeywell Aerospace, and began his career at General Electric. Director Since 2025 Audit Committee O&C Committee Rob Mionis Experience, Qualifications, Attributes and Skills • Deep expertise in treasury functions, including debt, investments, capital markets strategies, foreign exchange and insurance • Significant experience in financial reporting and accounting of large international businesses • Extensive global perspective in risk management and strategic planning • Audit Committee Financial Expert Mr. Nowell, 71, is the retired Senior Vice President and Treasurer of PepsiCo, Inc., a worldwide food and beverage company, where he managed a global staff with responsibility for the company’s worldwide Treasury function. He joined PepsiCo in 1999 as Senior Vice President and Corporate Controller, and from 2000-2001 served as the Executive Vice President and Chief Financial Officer of Pepsi Bottling Group, Inc. before being named Senior Vice President and Treasurer of PepsiCo in 2001, a role he held until his retirement in 2009. Prior to PepsiCo, Mr. Nowell served as Senior Vice President, Strategy and Business Development at RJR Nabisco from 1998 to 1999 and from 1991 to 1998, he held various senior financial roles at the Pillsbury division of Diageo plc, including Chief Financial Officer of its Pillsbury North America, Pillsbury Foodservice and Häagen-Dazs businesses. Earlier in his career, he held finance roles at Pizza Hut, which at the time was a division of PepsiCo, and Owens Corning. Mr. Nowell served as a director of American Electric Power Company from 2004 to 2020. He has served as a director of Bank of America Corporation since 2013, as its Lead Director since 2021, and as a director of Ecolab Inc. since 2018. Director Since 2020 Audit Committee O&C Committee Lead Director Lionel L. Nowell III Experience, Qualifications, Attributes and Skills
TEXTRON 2026 PROXY STATEMENT / 9 ELECTION OF DIRECTORS Maria T. Zuber • Extensive expertise in scientific research • Considerable leadership experience, including in relationships with the federal government • Deep understanding of emerging technologies • Expertise in climate change and climate action strategy Experience, Qualifications, Attributes and Skills Ms. Zuber, 67, is the Presidential Advisor for Science and Technology Policy and the E.A. Griswold Professor of Geophysics at the Massachusetts Institute of Technology where she has been a member of the faculty in the Department of Earth, Atmospheric and Planetary Sciences since 1995. In her role as Presidential Advisor for Science and Technology Policy, to which she was appointed in 2024, she tracks and advises on current trends and future opportunities to inform and advance state and federal policy. She provides strategic direction to campus laboratories, centers, and initiatives related to defense or national security and represents MIT with external stakeholders. From 2013 to 2024, she served as Vice President for Research at MIT, a role in which she had overall responsibility for research administration and policy at MIT, overseeing MIT Lincoln Laboratory and more than a dozen interdisciplinary research laboratories and centers, playing a central role in research relationships with the federal government. In addition, in her previous role she led the team that developed and provided oversight for MIT’s Climate Action Plan. Since 1990, she has held leadership roles associated with scientific experiments or instrumentation on ten NASA missions. Ms. Zuber served on the National Science Board from 2013 to 2021, including as Board Chair from 2016-2018. She also served as co-chair of the President’s Council of Advisors on Science and Technology from 2021 through 2024. Ms. Zuber has served as a director of Bank of America Corporation since 2017. Director Since 2016 Chair, N&CG Committee The Board of Directors recommends a vote “FOR” each of the director nominees (items 1a through 1k on the proxy card).
10 / TEXTRON 2026 PROXY STATEMENT CORPORATE GOVERNANCE GOVERNANCE HIGHLIGHTS Textron is committed to sound corporate governance practices, including the following: Director Independence • 9 of our 11 director nominees are independent, with our Executive Chairman and our President and CEO being the only management directors. • Our three principal Board committees, the Audit, Nominating and Corporate Governance, and Organization and Compensation Committees, are each comprised of entirely independent directors. • The independent directors meet regularly in executive session without management present. Independent Lead Director • Our independent directors elect a director from among themselves to serve as Lead Director, generally for a three-year term, with annual ratification. • The Lead Director is assigned clearly defined and expansive duties. • The Lead Director presides at executive sessions of the independent directors without management present at each regularly scheduled Board meeting. Board Accountability and Practices • All directors must stand for election annually and be elected by a majority of votes cast in uncontested elections. • During 2025, each director attended at least 75% of the total number of Board and applicable committee meetings, and all of the directors then standing for re-election attended the Annual Meeting of Shareholders. • The Board and each of its three principal committees perform annual self-evaluations, and the evaluation process elicits feedback from each independent director if they have any concerns with respect to the performance of any other independent director. • Directors may not stand for re-election after their 75th birthday. Shareholder Rights • Shareholders holding 25% of our outstanding shares may call a special meeting of shareholders. • Our By-Laws provide a majority vote standard for the election of directors in uncontested elections, and our resignation policy requires that any director who fails to receive a majority vote tender their resignation for consideration by the Nominating and Corporate Governance Committee and the Board. • Our By-Laws provide for proxy access to allow eligible shareholders to include their own director nominees in the Company’s proxy materials. • Members of management regularly engage with large shareholders on corporate governance matters, our executive compensation program and environmental, social and governance matters. Textron Stock • We have robust stock ownership requirements for both our directors and our senior executives, all of whom currently meet their respective requirements. • Our executives and our directors are prohibited from hedging or pledging Textron securities.
TEXTRON 2026 PROXY STATEMENT / 11 CORPORATE GOVERNANCE DIRECTOR INDEPENDENCE The Board of Directors has determined that Mses. Bader, James, Méndez and Zuber, and Messrs. Ambrose, Clark, Garrett, Kennedy, Mionis and Nowell, are independent, and that former Board member James L. Ziemer, who served as a director until April 23, 2025, was independent during the time he served as a director, as defined under the listing standards of the New York Stock Exchange, based on the criteria set forth in Textron’s Corporate Governance Guidelines and Policies which are posted on Textron’s website as described below. In making its determination, the Board examined relationships between directors or their affiliates and Textron and its affiliates and determined that each such relationship did not impair the director’s independence. Specifically, the Board considered the fact that, in 2025, the Textron Charitable Trust made a $20,000 donation to the Semper Fi & America’s Fund, an organization for which Mr. Garrett serves as a director, and a $50,000 donation to The Atlantic Council, an organization for which Ms. James serves as a director. Textron has supported The Atlantic Council since 2002, with the amount of its contribution being $50,000 annually since 2011. The Board determined that these donations have not compromised any of the directors’ independence as a Textron director. LEADERSHIP STRUCTURE Historically, as reflected in Textron’s Corporate Governance Guidelines and Policies, the Board had determined that the practice of combining the positions of Chairman of the Board and Chief Executive Officer served the best interests of Textron and its shareholders. Ms. Atherton’s appointment as President and CEO, effective January 4, 2026, separated the Chairman of the Board and CEO positions with the appointment of Mr. Donnelly as Executive Chairman. The Board believes that Mr. Donnelly, given his long tenure as CEO and with his extensive knowledge of the Company’s businesses and full-time focus on the business affairs of the Company, makes a more effective Chairman than an independent director, especially given the size and multi-industry nature of the Company’s business. As required by the Corporate Governance Guidelines and Policies, if the chairman and CEO positions are combined, the Board, at least once every two years, reviews whether having the positions combined best serves the interests of Textron and its shareholders. The Board welcomes and takes under consideration any input received from our shareholders regarding the Board’s leadership structure and will inform shareholders of any change in the Board’s leadership structure in a press release or through amended Corporate Governance Guidelines and Policies published on our website and highlighted in our annual proxy statements. Our independent directors designate a Lead Director from among them for what is expected to be a three-year term with the appointment ratified annually. Mr. Nowell was designated as Lead Director, effective January 4, 2026. The Lead Director is assigned clearly defined and expansive duties under our Corporate Governance Guidelines and Policies, including: • Presiding at all meetings of the Board at which the Executive Chairman is not present, including all independent director executive sessions of the Board; • Serving, when needed, as liaison between the CEO, the Executive Chairman and the independent directors; • Identifying, together with the CEO and the Executive Chairman, key strategic direction and operational issues upon which the Board’s annual core agenda is based; • Discussing agenda items and time allocated for agenda items with the CEO and the Executive Chairman prior to each Board meeting, including the authority to make changes and approve the agenda for the meeting; • Determining the type of information to be provided to the directors for each scheduled Board meeting; • Convening additional executive sessions of the Board; • Being available for consultation and direct communication with Textron shareholders; and • Such other functions as the Board may direct. Textron’s Corporate Governance Guidelines and Policies also require that the Board meet in executive session for independent directors without management present at each regularly scheduled Board meeting. Textron’s Lead Director presides at these sessions and at any additional executive sessions convened at the request of a director. During 2025, the independent directors met in executive session without management present during each of the Board’s six regularly scheduled meetings.
CORPORATE GOVERNANCE 12 / TEXTRON 2026 PROXY STATEMENT The functions of the Board are carried out by the full Board, and, when delegated, by the Board committees, with each director being a full and equal participant. The Board is committed to high standards of corporate governance and its Corporate Governance Guidelines and Policies are designed, in part, to ensure the independence of the Board and include a formal process for the evaluation of CEO performance by all non-management Board members. The evaluation is used by the Organization and Compensation Committee as a basis to recommend the compensation of the CEO. In addition, the Audit Committee, the Nominating and Corporate Governance Committee and the Organization and Compensation Committee are composed entirely of independent directors. Each of these committees’ charters provides that the committee may seek the counsel of independent advisors and each routinely meets in executive session without management present. BOARD AND COMMITTEE EVALUATIONS The Board and each of its three principal committees perform a comprehensive self-evaluation on an annual basis with oversight from the Nominating and Corporate Governance Committee. Each director completes a detailed questionnaire soliciting feedback on a number of matters designed to assess Board and committee performance and effectiveness, including oversight, risk management, Board composition, materials and processes, culture, and accountability, among other topics. The questionnaire also includes a question designed to elicit feedback from each independent director with respect to any concerns with any other independent director meeting the qualifications and attributes required of Textron Board members as established by the Nominating and Corporate Governance Committee, including the Board Membership Criteria described above. Any such concerns will be discussed with the Chair of the Nominating and Corporate Governance Committee, the Lead Director or the Executive Chairman, as appropriate. The questionnaires also enable directors to provide written comments designed to allow for more detailed feedback, and written feedback is required for any question for which the director indicates a rating that reflects significant room for improvement. Results of the evaluations are compiled by the Nominating and Corporate Governance Committee and shared with the full Board and each committee. Each committee discusses its respective evaluation results in executive session and determines if any follow-up actions are appropriate. Additionally, a discussion of the evaluations is held in executive session with the full Board to discuss the results and any other perspectives, feedback, or suggestions that the directors may want to raise. MEETING ATTENDANCE During 2025, the Board of Directors held six regular meetings and one special meeting. Directors are expected to regularly attend Board meetings and meetings of committees on which they serve, as well as the annual meeting of shareholders. Each director attended at least 75% of the total number of Board and applicable committee meetings. All directors standing for re-election at the 2025 Annual Meeting of Shareholders attended that meeting. OTHER DIRECTORSHIPS Textron’s Corporate Governance Guidelines and Policies provide that non-management directors may serve on four other public company boards, provided that, in the case of a director who is a chief executive officer of a public company, the limit is two other such boards. The Nominating and Corporate Governance Committee and the Board will take into account the nature of, and the time involved in a director’s service on other boards in evaluating the suitability of new directors and incumbent directors for election (or re-election) to the Board and recommending nominees to shareholders.
TEXTRON 2026 PROXY STATEMENT / 13 CORPORATE GOVERNANCE BOARD COMMITTEES The Board of Directors has established the following three standing committees to assist in executing its duties: Audit, Nominating and Corporate Governance, and Organization and Compensation. Key responsibilities of each of the committees are described below, together with the current membership and number of meetings held in 2025. In addition, the Board of Directors and these committees are actively engaged in oversight of our enterprise risk management process and of our environmental, social and governance initiatives, as separately discussed below. Each of these committees has a written charter and is composed entirely of independent, non-management directors. Copies of these charters are posted on Textron’s website, www.textron.com, under “Investors—Corporate Governance—Committee Charters,” and are also available in print upon request to Textron’s Secretary. Audit Committee Richard F. Ambrose (Chair) Kathleen M. Bader R. Kerry Clark Michael X. Garrett Thomas A. Kennedy Cristina Méndez Rob Mionis Lionel L. Nowell III Primary Responsibilities: • Assists the Board with its oversight of (i) the integrity of Textron’s financial statements, (ii) Textron’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, (iv) the performance of Textron’s internal audit function and independent auditor, and (v) risk management • Directly responsible for the appointment, compensation, retention and oversight of Textron’s independent auditors Meetings in 2025: 7 The Board has determined that each member of the Audit Committee is independent as defined under the listing standards of the New York Stock Exchange applicable to audit committee members. No member of the committee simultaneously serves on the audit committees of more than three public companies. The Board has determined that Mr. Ambrose, Mr. Clark, Mr. Kennedy, Ms. Méndez and Mr. Nowell each are “audit committee financial experts” under the criteria adopted by the Securities and Exchange Commission. Member Chair Audit Committee Financial Expert * Lead Director Name Audit Committee Nominating and Corporate Governance Committee Organization and Compensation Committee Richard F. Ambrose Kathleen M. Bader R. Kerry Clark Michael X. Garrett Deborah Lee James Thomas A. Kennedy Cristina Méndez Rob Mionis Lionel L. Nowell III* Maria T. Zuber
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