L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K

What Happened
L3Harris Technologies, through its wholly owned subsidiary Aerojet Rocketdyne Holdings, Inc. (AJRD), announced on April 16, 2026 that it entered definitive agreements with the U.S. Department of War for a $1.0 billion investment. The deal provides for issuance and sale of Series A Convertible Preferred Stock and warrants to purchase AJRD common stock to fund facility expansion, R&D acceleration, and increased production capacity for critical defense technologies.

Key Details

• Investment amount: $1.0 billion paid to AJRD by the U.S. Department of War (the “Investor”).
• Securities: Series A Convertible Preferred Stock (convertible at the Investor’s option) and Warrants to purchase AJRD common stock.
• IPO treatment: On an AJRD IPO, the Series A will automatically convert at 80% of the IPO price; Warrants will be exchanged for new warrants exercisable to purchase 3% of the IPO company’s common stock (fully diluted) with an average exercise price of 110% of the IPO price.
• Ownership cap: Upon completion of an IPO, the Investor is expected to own less than 10% of the IPO company’s common stock on an as‑exercised basis.
• Other terms: Agreements include customary representations, warranties and covenants, registration rights for shares issuable on conversion, and limited redemption rights for AJRD under certain conditions.
• Date of agreements: April 16, 2026. AJRD is a wholly owned subsidiary of L3Harris.

Why It Matters
This transaction injects $1 billion of capital into Aerojet Rocketdyne to expand production and R&D capacity for defense technologies—an operational and strategic boost for the government’s industrial base. For investors, key points to watch are (1) potential effects on AJRD’s capital structure and future dilution if conversion or warrants are exercised, (2) implications for any future AJRD IPO (conversion mechanics and investor ownership limits), and (3) whether and how the financing affects L3Harris’ financials or plans for AJRD. The filing does not disclose changes to L3Harris’ ownership of AJRD or other corporate control changes.