Item 8.01 Other Events . On November 5, 2026, L3Harris Technologies, Inc. (“L3Harris”) closed the issuance and sale of notes in the aggregate amount of $1.0 billion, comprised of $500 million aggregate principal amount of 5.200% Notes due 2029 and $500 million aggregate principal amount of 5.400% Notes due 2032 (collectively, the “Notes”).…
Filed Nov 5, 2026Accepted Nov 5, 2026, 10:36 AM ESTCIK 202058Accession 0000202058-26-000089
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Item 8.01Item 8.01 - Other Events
Item 8.01
Other Events
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On November 5, 2026, L3Harris Technologies, Inc. (“L3Harris”) closed the issuance and sale of notes in the aggregate amount of $1.0 billion, comprised of $500 million aggregate principal amount of 5.200% Notes due 2029 and $500 million aggregate principal amount of 5.400% Notes due 2032 (collectively, the “Notes”).
The Notes were offered and sold under L3Harris’ “automatic shelf” Registration Statement on Form S-3 (Registration No. 333-293429) filed with the Securities and Exchange Commission (“SEC”) on February 12, 2026 (the “Registration Statement”). In connection with the issuance and sale of the Notes, L3Harris filed a Prospectus Supplement, dated November 2, 2026, to the Prospectus, dated February 12, 2026 (collectively, the “Prospectus”), which relates to the issuance and sale of the Notes, and entered into an Underwriting Agreement, dated as of November 2, 2026, with Citigroup Global Markets Inc., Scotia Capital (USA) Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, on behalf of themselves and the several underwriters named therein (the “Underwriting Agreement”). The foregoing description is qualified by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated by reference herein. Any representations and warranties made in the Underwriting Agreement were made solely as of the dates specified in the Underwriting Agreement, subject to the qualifications and limitations agreed to by the parties, and only to the other express parties to the Underwriting Agreement. No other person may rely on such representations and warranties.
The Notes were issued pursuant to an Indenture, dated as of September 3, 2003 (Exhibit 4.2 to the Registration Statement), between L3Harris and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee. Further information concerning the Notes and related matters is set forth in the Prospectus.
L3Harris intends to use the net proceeds from the sale of the Notes for general corporate purposes, including: (i) funding the redemption or repayment at maturity of all the $550 million aggregate principal amount of 3.85% Senior Notes due December 15, 2026 (approximately $15 million of which was issued by a subsidiary of L3Harris, L3 Technologies, Inc.) (the “2026 notes”); and (ii) together with cash on hand, funding a portion of the redemption or repayment at maturity of the $1,250 million aggregate principal amount of 5.40% Notes due January 15, 2027 (the “2027 notes”) and, in each case, to pay any premium and accrued and unpaid interest in respect thereof. Certain of the underwriters or their affiliates may hold the 2026 notes and/or the 2027 notes.
The following documents relating to the sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference:
a. Form of 5.200% Global Note due 2029;
b. Form of 5.400% Global Note due 2032; and
c. Opinion of Holland & Knight LLP as to the validity of the Notes.