TXTTextron

TRANSACTiONS WiTH RELATED PERSONS

“Except as described below, since the beginning of Textron’s 2025 fiscal year, there have been no transactions and there are no currently proposed transactions, in which Textron was or is to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest.”

Read it in the proxy ↗

TRANSACTiONS WiTH RELATED PERSONS

“Mr. Donnelly is a licensed pilot who owns a Citation business jet which he uses for both personal and business purposes. Mr. Donnelly holds his aircraft through a limited liability company (“LLC”) which has entered into an Amended and Restated Hangar License and Services Agreement (the “Hangar Agreement”) with the Company related to the sublease by the LLC of a portion of the Company’s leased hangar space and the provision of other services. The Hangar Agreement was approved by the Nominating and Corporate Governance Committee.”

Read it in the proxy ↗

TRANSACTiONS WiTH RELATED PERSONS

“The Hangar Agreement provides that the Company will provide certain aircraft maintenance and other services, including pilot services, for Mr. Donnelly’s personal aircraft, and Mr. Donnelly will pay $1,500 per month rent for the hangar space used by his aircraft. Fees for maintenance, pilot services and all other services are set at market rates, and the LLC fully reimburses the Company at such market rates. The Company permits Mr. Donnelly’s LLC to purchase fuel from the Company’s bulk fuel storage facility and at certain other airports at the discounted rates afforded to the Company, and the Company’s Aviation Department facilitates Mr. Donnelly’s personal flights and performs various administrative duties in connection with his aircraft. During our 2025 fiscal year, Mr. Donnelly’s LLC paid total costs to Textron under the Hangar Agreement of $23,384.”

Read it in the proxy ↗

TRANSACTiONS WiTH RELATED PERSONS

“In December 2018, Textron entered into a non-exclusive, non-continuous Aircraft Dry Lease Agreement with Mr. Donnelly’s LLC pursuant to which the Company leases Mr. Donnelly’s aircraft in order to enable the Company to use his aircraft for business flights on an as-needed basis. This arrangement is beneficial to the Company as Mr. Donnelly travels frequently for business, and his aircraft is more economical for many of his flights than the larger business jets operated by the Company’s flight department. In addition, the Dry Lease enables the flight department to have operational control of the aircraft while it is being flown on Textron business flights. The Dry Lease is for a term of one year, automatically renewable for subsequent one-year terms, subject to the parties’ termination rights. The Company pays no lease payment for its use of the aircraft; it is responsible only for costs directly attributable to the Textron business flight, including maintenance reserve payments allocated to the Company’s flights based upon flight hours. In addition, the Company pays rent for hangar space in excess of the amount paid by Mr. Donnelly as described above. The Nominating and Corporate Governance Committee has approved the Aircraft Dry Lease Agreement.”

Read it in the proxy ↗

TRANSACTiONS WiTH RELATED PERSONS

“During 2025, pursuant to the terms of the Dry Lease, the Company’s allocation of maintenance reserves for Company business flights on Mr. Donnelly’s aircraft was $20,563 and the Company incurred $36,022 for the incremental cost of hangar space utilized by Mr. Donnelly’s aircraft. In turn, Mr. Donnelly’s LLC engaged Textron Aviation’s service centers to perform maintenance work on his aircraft during 2025 for which he was charged an arm’s length price of $75,681.”

Read it in the proxy ↗

TRANSACTiONS WiTH RELATED PERSONS

“Under Textron’s Corporate Governance Guidelines and Policies, all related party transactions are subject to approval by the Nominating and Corporate Governance Committee. Related party transactions are generally defined as any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) where the Company is a participant, in which the aggregate amount involved since the beginning of the Company’s last fiscal year exceeds or is expected to exceed $120,000 and an executive officer, director, nominee or greater than 5% beneficial holder or immediate family member of any of the foregoing has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). In determining whether to approve such a transaction, the committee takes into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. In addition, the committee will not approve any transaction if it determines the transaction to be inconsistent with the interests of the Company and its shareholders.”

Read it in the proxy ↗