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of Contents**](#toc)\n\nUNITED STATES\nSECURITIES AND EXCHANGE COMMISSION\nWashington, D.C. 20549\n\nSCHEDULE 14A\n\nProxy Statement Pursuant to Section\n14(a) of the\nSecurities Exchange Act of 1934 (Amendment No. )\n\n☑\nFiled by the Registrant\n☐\n****Filed by a party other\nthan the Registrant\n     \n\nCHECK THE APPROPRIATE BOX:\n\n☐\n \nPreliminary Proxy Statement\n\n☐\n\nConfidential, for Use of the Commission Only\n(as permitted by Rule 14a-6(e)(2))\n\n☑\n\nDefinitive Proxy Statement\n\n☐\n \nDefinitive Additional Materials\n\n☐\n\nSoliciting Material under §240.14a-12\n\n**RTX Corporation**\n\n(Name of Registrant as Specified In Its\nCharter)\n(Name of Person(s) Filing Proxy\nStatement, if other than the Registrant)\n\nPAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):\n\n☑\n \nNo fee required\n\n☐\n\nFee paid previously with preliminary materials\n\n☐\n\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11\n\n[**Table of Contents**](#toc)\n\n \n\n[**Table of Contents**](#toc)\n\n \n\n**Our Values**\n\n \n\n**At RTX, we hold ourselves to the highest standard and live\nby our values:**\n\n \n\n**Safety**\n \n\nWe prioritize safety in every aspect of our work\n\n \n \n\n**Trust**\n \n\nWe act with integrity and do the right thing\n\n \n \n\n**Respect**\n \n\nWe embrace diverse perspectives and treat others the way they want to be treated\n\n \n \n\n**Accountability**\n \n\nWe honor our commitments, expect excellence and take pride in our work\n\n \n \n\n**Collaboration**\n \n\nWe share insights, learn together and perform as a team\n\n \n \n\n**Innovation**\n \n\nWe experiment, design, build and transform with speed and agility\n\n \n\n**These values drive our actions, behaviors and performance\nwith a vision for a safer, more connected world**\n\n[**Table of Contents**](#toc)\n\n \n\nMarch 9, 2026\n\n \n\n**Notice of 2026 Annual\nMeeting of Shareowners**\n\n \n\n**PLACE**\n\n**Our 2026 Annual Meeting will be**\n**held in a virtual-only format at:**\n\nwww.virtualshareholdermeeting.com/RTX2026\n\n**DATE AND TIME**\n\n**April 30, 2026**\n\n8:00 a.m. Eastern time\n\n**Your vote is very important. Please submit your proxy card or voting instruction\nform as soon as possible.**\n\n \n\n**Who may vote**\n\n \n\nIf you owned shares of RTX Common Stock at the close of business\non March 3, 2026, the record date for the 2026 Annual Meeting, you are entitled to receive this Notice of the 2026 Annual Meeting\nand to vote at the meeting, either during the virtual meeting or by proxy.\n\n \n\n**How to attend**\n\n \n\nTo be admitted to the 2026 Annual Meeting via the website, enter\nthe 16-digit voting control number found on your proxy card, voting instruction form, notice of internet availability of proxy\nmaterials or email notification. You can find detailed instructions on pages 90-92 of this Proxy Statement.\n\n \n\n**Please review this Proxy Statement and vote in one of the\nfour ways shown to the right under “Voting Methods Available to You.”**\n\n \n\nBy Order of the Board of Directors.\n\n \n\n**Edward G. Perrault**\n\nSenior Vice President & Secretary\n\n \n\n**AGENDA**\n\n \n \n\n**1**\nElection of the Ten Director Nominees Listed in this Proxy Statement\n\n**2**\nAdvisory Vote to Approve Executive Compensation\n\n**3**\nAppointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2026\n\n \n \n\n**VOTING\nMETHODS AVAILABLE TO YOU**\n\n \n \n\n**Internet** Visit the website shown on your proxy card, voting instruction form\nor electronic communications.\n\n \n \n\n**Telephone**\n\nCall the number shown on your proxy card, voting instruction form\nor electronic communications.\n\n \n \n\n**Mail**\n\nSign, date and return your proxy card or voting instruction form in the\nenclosed envelope.\n\n \n \n\n**During the Meeting**\n\nAttend the 2026 Annual Meeting online. See pages 90-92\nfor instructions.\n\n**RTX**\n2026 PROXY STATEMENT    **i**\n\n[**Table of Contents**](#toc)\n\n \n\n**Table of Contents**\n\n \n\n[**Notice of 2026 Annual Meeting of Shareowners**](#rtx014050a001)\n[**i**](#rtx014050a001)\n\n[**Proxy Summary**](#rtx014050a002)\n[**1**](#rtx014050a002)\n\n \n \n\n**CORPORATE GOVERNANCE**\n \n\n[**Proposal 1**\n**Election of Directors**](#rtx014050a003)\n[**11**](#rtx014050a003)\n\n[Nominees](#rtx014050a004)\n[14](#rtx014050a004)\n\n[**Corporate Governance**](#rtx014050a005)\n[**20**](#rtx014050a005)\n\n[**Compensation of Directors**](#rtx014050a006)\n[**33**](#rtx014050a006)\n\n[**Share Ownership**](#rtx014050a007)\n[**35**](#rtx014050a007)\n\n \n \n\n**EXECUTIVE COMPENSATION**\n \n\n[**Proposal 2**\n**Advisory Vote to Approve Executive Compensation**](#rtx014050a008)\n[**37**](#rtx014050a008)\n\n[**Compensation Discussion and Analysis**](#rtx014050a009)\n[**39**](#rtx014050a009)\n\n[Executive Summary](#rtx014050a010)\n[40](#rtx014050a010)\n\n[How We Make Pay Decisions and Assess Our Programs](#rtx014050a011)\n[44](#rtx014050a011)\n\n[2025 Principal Elements of Compensation](#rtx014050a012)\n[47](#rtx014050a012)\n\n[2025 CEO Pay Decisions](#rtx014050a013)\n[52](#rtx014050a013)\n\n[2025 Pay Decisions for Other NEOs](#rtx014050a014)\n[54](#rtx014050a014)\n\n[Other Compensation Elements](#rtx014050a015)\n[58](#rtx014050a015)\n\n[Other Executive Compensation Policies and Practices](#rtx014050a016)\n[61](#rtx014050a016)\n\n[**Report of the Human Capital &** **Compensation\nCommittee**](#rtx014050a017)\n[**63**](#rtx014050a017)\n\n[**Compensation Tables**](#rtx014050a018)\n[**64**](#rtx014050a018)\n\n[**CEO Pay Ratio**](#rtx014050a019)\n[**78**](#rtx014050a019)\n\n[**Pay versus Performance**](#rtx014050a020)\n[**80**](#rtx014050a020)\n\n \n \n\n**AUDIT**\n \n\n[**Audit Committee Report**](#rtx014050a021)\n[**87**](#rtx014050a021)\n\n[**Proposal 3**\n**Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2026**](#rtx014050a022)\n[**88**](#rtx014050a022)\n\n \n \n\n**OTHER SHAREOWNER INFORMATION**\n \n\n[**Frequently Asked Questions About the Annual Meeting**](#rtx014050a023)\n[**90**](#rtx014050a023)\n\n[**Other Important Information**](#rtx014050a024)\n[**96**](#rtx014050a024)\n\n \n \n\n**APPENDICES**\n \n\n[**Appendix A: Reconciliation\nof GAAP Measures to Corresponding Non-GAAP Measures**](#rtx014050a025)\n[**99**](#rtx014050a025)\n\n[**Appendix B: Performance\nMetrics Used in Incentive Compensation Plans**](#rtx014050a026)\n[**102**](#rtx014050a026)\n\n \n\n \n\n**Important Notice Regarding the Availability of Proxy Materials\nfor the Annual Meeting of Shareowners to be held on April 30, 2026.**This Notice of the 2026 Annual Meeting of Shareowners and\nProxy Statement, as well as RTX’s 2025 Annual Report, are available free of charge at www.proxyvote.com\nor at www.rtx.com/proxy. References in either document to our website are for\nthe convenience of readers, and information available at or through our website is not a part of, nor is it incorporated by reference\nin, the Proxy Statement or Annual Report.\n\n \n\nThe Board of Directors of RTX Corporation (“RTX” or\nthe “Company”) is soliciting proxies to be voted at our 2026 Annual Meeting of Shareowners to be held on April 30, 2026,\nand at any postponed or reconvened meeting. We expect that the proxy materials or a notice of internet availability will be mailed\nand made available to shareowners beginning on or about March 9, 2026. At the meeting, votes will be taken on the matters listed\nin the Notice of 2026 Annual Meeting of Shareowners.\n\n**ii**    **RTX**\n2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**Proxy Summary**\n\n \n\n**This section highlights selected information in this Proxy Statement.\nPlease review the entire Proxy Statement and our 2025 Annual Report before voting your shares.**\n\n \n\n**Annual Meeting Agenda**\n\n \n\n \n     \nBoard recommendation\n     \nPage numbers\n\n**Proposal 1:   **\n**Election of Directors**\n \n**FOR** each director nominee \n \n11-19\n\n**Proposal 2:**\n**Advisory Vote to Approve Executive Compensation**\n \n**FOR**\n \n37-38\n\n**Proposal 3:**\n**Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2026**\n \n**FOR**\n \n88-89\n\n \n\n**2025 Performance Highlights**\n\n \n\n**In 2025, we continued to build momentum across RTX, executing\non our strategic priorities to support record demand in both the aerospace and defense markets, delivering on the needs of our\ncustomers and investing in manufacturing expansion and innovative technologies for the future.**\n\n \n\nOur operational excellence and disciplined execution drove strong\nfinancial results in 2025, with robust top- and bottom-line growth across all three of our industry-leading business units—Collins\nAerospace, Pratt & Whitney and Raytheon. This performance was enabled through the continued maturity of our CORE operating\nsystem, which promotes consistent execution and operational productivity.\n\n \n\nIn 2025, we achieved more than $138 billion\nin new bookings, increasing our year-over-year backlog by 23% to $268 billion. We exceeded the adjusted net sales, free cash flow (“FCF”)\nand adjusted earnings per share (“EPS”) goals we communicated to investors for the year and saw adjusted segment margin expansion\nand organic sales growth from each of our business units. We achieved $10.6 billion in cash flow from operating activities and $7.9 billion\nin FCF during the year.(1)\n\n \n\n**2025 AT A GLANCE**\n \n \n \n \n\n \n \n \n \n \n \n \n\n**1.56**\n \n**7.9%**** increase**\n \n**$161****billion**\n \n**$107****billion**\n\n**book-to-bill ratio**\n \n**in dividend per share(2)**\n \n**commercial aerospace\nbacklog at year-end**\n \n**defense backlog\nat year-end**\n\n \n \n \n \n \n \n \n\n**61%**\n \n**$3.6****billion**\n \n**89th**** consecutive year**\n\n**total shareowner return**\n \n**returned to investors**\n \n**paying a dividend to our shareowners**\n\n \n\n(1)\nAdjusted net sales, FCF, adjusted EPS, adjusted segment margin and organic sales are non-GAAP financial measures. See Appendix A on pages 99-101 for more information.\n\n(2)\nIn the second quarter of 2025, we increased our quarterly dividend from $0.63 per share to $0.68 per share.\n\n**RTX** 2026\nPROXY STATEMENT    **1**\n\n[**Table of Contents**](#toc)\n\n**PROXY SUMMARY**\n\n2025 PERFORMANCE HIGHLIGHTS\n\n \n\nWe faced ongoing supplier challenges and tariff-related pressures\nin 2025, but mitigated these headwinds through focused delivery on our customer commitments, cost discipline and increased enterprise-wide productivity. At the same time, we increased our dividend per share during the year by 7.9% and ended the year with a 61%\ntotal shareowner return (“TSR”), outpacing the S&P 500 Index’s 18% TSR. \n\n \n\n**2025 FINANCIAL PERFORMANCE**\n\n \n\n**The strength of our people and the breadth of our business\nenabled us to deliver strong financial results in 2025.**\n\n \n\n**DILUTED EARNINGS PER SHARE**\n\n($ per share)\n     \n**CASH FLOW**\n\n(in billions)\n\n \n \n \n\n \n\n \n \n \n\n**NET INCOME**\n\n(in billions)\n \n**NET SALES**\n\n(in billions)\n\n \n \n \n\n \n\n \n\n(1)\nAdjusted EPS, FCF, adjusted net income and adjusted net sales are non-GAAP financial measures. See Appendix A on pages 99-101 for more information.\n\n \n\nWith record backlog, durable demand and momentum across all three\nof our businesses,\n\nRTX remains well positioned to drive long-term growth in organic sales, earnings and free\n\ncash flow—creating\nsustainable value for our shareowners\n \n\n**2**    **RTX**\n2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**PROXY SUMMARY**\n\n2025 PERFORMANCE HIGHLIGHTS\n\n \n\n**PROGRESS ON OUR KEY STRATEGIC PRIORITIES**\n\n \n\n**2025 was defined by execution of our key strategic priorities,\npositioning RTX for sustained long-term value creation.**\n\n \n\n**Executing on our customer commitments**\n\n \n\nWith our record $268 billion backlog, demand for our products\nand services continued to shape our operating environment in 2025. To support this growth, we invested over $2.6 billion in capital\nexpenditures, which included expanding our manufacturing capacity and delivering measurable efficiency gains across our portfolio.\nFor example:\n\n \n\n●\nSite capacity at Raytheon’s Redstone Missile Integration Facility in Huntsville, Alabama, increased by 50%. \n\n●\nRaytheon designed, developed and tested a new ground-launched demonstrator StormBreaker variant in 50 days, delivering critical new technologies to our customers.\n\n●\nCollins Aerospace increased production rates across commercial platforms. \n\n●\nPW1100G-JM engine Maintenance, Repair &\nOverall (“MRO”) output saw 26% improvement year-over year.\n\n●\nRaytheon significantly increased output on Patriot GEM-T and Coyote effectors, and doubled year-over-year production of the Advanced Medium-Range Air-to-Air Missile (“AMRAAM”).\n\n \n\n**Innovating for future growth**\n\n \n\nWe strive to shape the future of flight and to solve our customer’s\ntoughest problems through continuous innovation and transformative technologies. To rise to this challenge in 2025, we deployed\n$7.7 billion in Company- and customer-funded research and development, and successfully achieved significant technical milestones\nand substantive advancements across our portfolio. Examples include:\n\n \n\n●\nTransitioning the Lower Tier Air and Missile Defense Sensor (“LTAMDS”) program from prototype to production within five years.\n\n●\nIncreasing investment in Pratt & Whitney’s hybrid-electric propulsion technologies, which were selected by the European Union’s Clean Aviation program for the design and integration of a hybrid-electric propulsion demonstrator for regional aircraft. The system, which integrates a 250-kilowatt electric motor and advanced propeller technology from Collins Aerospace, is targeting 20% fuel efficiency gains. \n\n●\nAchieving Federal Aviation Administration (“FAA”) and European Aviation Safety Agency (“EASA”) engine certification for the Geared Turbofan (“GTF”) Advantage engine.\n\n●\nPartnering with non-traditional aerospace & defense (“A&D”) companies to integrate Artificial Intelligence “AI”-based capabilities into select products.\n\n \n\n**Leveraging our breadth and scale**\n\n \n\nWe remain focused on strategically leveraging the breadth and\nscale of our business segments to drive superior performance. To this end, we continue to implement programs aimed at increasing\nenterprise-wide productivity, optimizing our cost structure and fostering deeper organizational collaboration to sustain long-term\nvalue creation. More specifically:\n\n \n\n●\nThrough our investments in an integrated digital infrastructure, which includes connected systems, factories and products, we are converting asset data into actionable intelligence that enables more agile strategic decision-making and drives significant operational efficiencies and sustained innovation.\n\n●\nThrough continued centralization of our supply chain sourcing practices, we contained net product inflation to outperform financial expectations and achieve net product savings.\n\n●\nWe expanded both commercial and defense manufacturing capacity.\n\n●\nWe continued to implement our proprietary data analytics and AI platform that connects our enterprise systems, manufacturing facilities and product data to enable more efficient operations and smarter decision-making.\n\n**RTX**\n2026 PROXY STATEMENT    **3**\n\n[**Table of Contents**](#toc)\n\n**PROXY SUMMARY**\n\nEXECUTIVE COMPENSATION OVERVIEW\n\n \n\n**Executive Compensation Overview**\n\n \n\n**HOW WE ALIGN PAY WITH PERFORMANCE**\n\n \n\n**Our executive compensation program is structured to advance our\nfundamental objective: aligning our executives’ compensation with the long-term interests of our shareowners.**\n\n \n\nThe primary goal of the Human Capital & Compensation Committee\n(the “HCC Committee”) is to design programs that reward financial and operating performance and motivate effective strategic\nleadership—key elements in building sustainable shareowner value. This pay-for-performance philosophy is embedded in our\nGuiding Principles (see page 42), which underpin the HCC Committee’s approach to program design.\n\n \n\n**How does our executive compensation program align pay with performance?**\n\n \n\n●\n**Performance Metrics.**We use metrics that are designed to recognize and reward executive actions and decisions that drive\nlong-term strategy, maximize performance and deliver results for our shareowners and customers.\n\n●\n**“At-Risk” Compensation.**The largest portion\nof compensation for our Named Executive Officers (“NEOs”) is “at-risk” compensation—annual and long-term\nincentive (“LTI”) awards that are contingent upon Company performance in our key metrics (see page 5) and our stock price\nperformance.\n\n \n\n**2025 Pay Decisions**\n\nIn making annual pay decisions, the HCC Committee focuses primarily\non “total direct compensation,” which includes our three principal elements of executive compensation: base salary, annual\nincentives and LTI. Total direct compensation is set each year to reflect the HCC Committee’s assessment of Company, business\nunit and individual performance. 2025 total direct compensation for each NEO includes 2025 base salary, 2025 annual incentives\npaid in the first quarter of 2026 and the LTI grant values approved by the HCC Committee in February 2026, which were based on\nits assessment of 2025 performance and the competitive market pay for each NEO’s role. The February 2025 LTI award grant\ndate fair values (accounting values at the time of grant) shown in the Summary Compensation Table on page 64 reflect the HCC Committee’s\nassessment of 2024 performance and the competitive market pay for each NEO’s role at the time of grant. 2025 LTI is, therefore,\nexcluded from 2025 total direct compensation. Total direct compensation, as presented below, also uses year-end salary levels and\ndoes not reflect any salary changes that occurred during the year, as the Summary Compensation Table does. For more details on\nour principal elements of compensation, see pages 47-51, and on total direct compensation, see page 53.\n\n \n\nThe table below shows 2025 total direct compensation for our NEOs,\nas described above.\n\n \n\n**2025 PAY DECISIONS AND PAY MIX**\n\n \n\n \n      \n**  Base Salary          **\n**  Annual Incentive          **\n**  LTI          **\nBase\nSalary\n\n($K)\n     \nAnnual\nIncentive\n\n($K)\n     \nLTI\n\n($K)(1)\n     \nTotal\n\n($K)\n\n**Christopher T. Calio**\n \n\n$1,550\n \n$5,100\n \n$21,000\n \n**$27,650**\n\n**Neil G. Mitchill, Jr.**\n \n\n$1,100\n \n$2,525\n \n$7,500\n \n**$11,125**\n\n**Philip\nJ. Jasper**\n \n\n$835\n \n$1,540\n \n$4,750\n \n**$7,125**\n\n**Shane G. Eddy**\n \n\n$840\n \n$1,425\n \n$4,500\n \n**$6,765**\n\n**Troy D. Brunk**\n \n\n$790\n \n$1,320\n \n$4,500\n \n**$6,610**\n\n \n \n\n**“At-Risk”**\n\n \n \n \n \n \n \n \n\n \n\n(1)\nReflects values approved by the HCC Committee for the LTI award granted on February 11, 2026. These values differ from those that\nwill be reported in the Summary Compensation Table in 2027, which will be calculated in accordance with Financial Accounting Standards\nBoard (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation—Stock Compensation.\n\n**4**    **RTX**\n2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**PROXY SUMMARY**\n\nEXECUTIVE COMPENSATION OVERVIEW\n\n \n\n**2025 Performance Metrics**\n\n \n\nThe HCC Committee believes that the metrics used for our annual and\nLTI plans are strong indicators of the long-term health of the Company and measure particularly important aspects of Company performance,\ntherefore serving the fundamental objective of our executive compensation program.\n\n \n\n**Metrics for the Annual Incentive Plan (“AIP”)(1)**\n \n\n \n\n**Earnings**measure the immediate impact of operating decisions\non the Company’s annual performance. For our Corporate executives, we use adjusted net income as our RTX-wide earnings metric.\nFor our business units, we use adjusted segment operating income.\n\n \n\n**Free Cash Flow (“FCF”)**measures our ability to generate\ncash to fund our operations and key business investments—such as funding critical research and development, strategic acquisitions,\npaying down debt or distributing earnings to our shareowners.\n\n \n\n**Metrics for Performance Share Units (“PSUs”)(1)**\n** **\n\n \n\n**Adjusted Earnings Per Share (“EPS”)** measures our\nability to create long-term, sustainable earnings that will ultimately drive TSR.\n\n \n\n**Return on Invested Capital (“ROIC”)** measures the\nefficiency with which we allocate capital resources, considering not just the quantity of earnings but also the quality of earnings and\ninvestments that drive sustainable growth.\n\n \n\n**Relative Total Shareowner Return (“TSR”)** measures\nour ability to return value to our shareowners compared to competing investment opportunities like the S&P 500 Index and our Core\nA&D Peers(2) and reinforces our program’s pay-for-performance objectives.\n\n \n\n(1)See Appendix B on page 102 for definitions of financial metrics used for AIP and PSU purposes.\n\n(2)For the 2025 PSUs, Core A&D Peers consist of Airbus, Boeing, GE Aerospace, General Dynamics, Honeywell, L3Harris, Lockheed Martin,\nNorthrop Grumman and Safran.\n\n \n\n**How 2025 Performance Affected Incentive Payouts**\n\n \n\n**2025 Annual Incentives.**The table below shows the RTX-wide goals\nestablished by the HCC Committee for AIP purposes, our 2025 performance relative to these goals, and how these results translated into\nthe 2025 RTX performance factor.\n\n \n\nMetric(1)\n     \nWeight** **\n     \nThreshold \n     \n**Target**\n     \nMaximum \n     \nActual\n     \n**Performance\nFactor**\n\n**RTX Earnings—Adjusted Net Income ($M)**\n \n50%\n \n$7,090\n \n$8,340\n \n$9,590\n \n$9,115\n \n**162%**\n\n**RTX Free Cash Flow ($M)**\n \n50%\n \n$6,065\n \n$7,500\n \n$8,935\n \n$8,448\n \n**166%**\n\n**2025 RTX Performance Factor** \n \n \n \n \n \n \n \n \n \n \n \n**164%**\n\n \n\n**2023–2025 PSUs**. The table below shows RTX’s\nperformance for each of the four metrics used for the PSUs granted in 2023, which resulted in a PSU vesting factor of 146%. \n\n \n\nMetric(2)\n     \nWeight\n     \nThreshold\n     \n**Target**\n     \nMaximum\n     \nActual\n     \n**Performance\nFactor**\n\n**Adjusted EPS**\n \n35%\n \n5.7%\n \n11.6%\n \n15.1%\n \n12.9%\n \n**137%**\n\n**Return on Invested Capital**\n \n35%\n \n6.5%\n \n7.5%\n \n8.3%\n \n7.6%\n \n**109%**\n\n**TSR vs. S&P 500 Index Companies**\n \n15%\n \n25th percentile\n \n50th percentile\n \n75th percentile\n \n82.7th percentile\n \n**200%**\n\n**TSR vs. Core A&D Peers(3)**\n \n15%\n \n25th percentile\n \n50th percentile\n \n75th percentile\n \n77.7th percentile\n \n**200%**\n\n**Final PSU Vesting Factor**\n \n \n \n \n \n \n \n \n \n \n \n**146%**\n\n(1)AIP financial results for our business units differ from the above table (see page 49 for details). Adjusted net income and free cash\nflow are financial metrics used solely for AIP purposes and are defined in Appendix B on page 102. These metrics differ from other non-GAAP metrics used and described in Appendix A on pages 99-101. \n\n(2)See Appendix B on page 102 for a definition of PSU metrics. Adjusted EPS and ROIC metrics are used solely for PSU purposes and differ\nfrom other non-GAAP metrics used and described in Appendix A on pages 99-101.\n\n(3)For the 2023 PSUs, Core A&D Peers consist of Airbus, Boeing, GE Aerospace, General Dynamics, Honeywell, L3Harris, Lockheed Martin,\nNorthrop Grumman and Safran. \n\n \n\n**RTX**\n2026 PROXY STATEMENT    **5**\n\n[**Table of Contents**](#toc)\n\n**PROXY SUMMARY**\n\nEXECUTIVE COMPENSATION OVERVIEW\n\n \n\nThe HCC Committee believes that these final performance factors—164%\nfor Corporate AIP and 146% for the 2023-2025 PSUs—demonstrate that our program is driving strong financial performance and achieving\nits fundamental objective of aligning executive pay with the interests of our shareowners.\n\n \n\n**CHANGES IN COMPENSATION DESIGN**\n\n \n\nThe HCC Committee continuously evaluates RTX’s compensation programs\nand makes enhancements that align with our evolving business and strategic priorities. Based on its evaluation, the HCC Committee approved\nthese changes:\n\n \n\n**What\nwe changed **\n \n**Why\nwe changed it**\n\n**COMPENSATION PEER GROUP**\n \n \n\n**We modified our Compensation Peer Group (“CPG”).**In 2025, we added Ford, Microsoft and Nvidia and removed\n3M and L3Harris Technologies from the CPG.\n\nAs part of its ongoing process, the HCC Committee regularly reviews each company included in the CPG and the CPG’s overall composition. Since the previous CPG was established in 2020, RTX has grown, while several CPG companies have sold or spun-off portions of their businesses. These 2025 changes were made to ensure the CPG reflects an appropriate composite of companies comparable to RTX in size and complexity, while also keeping our pay programs competitive for the high-technology talent we need in the future.\n\n \n\n**ANNUAL INCENTIVES**\n \n \n\n**We eliminated the non-financial component of our AIP design (the “Corporate Responsibility\nScorecard”), instead allocating 100% of weighting to financial performance.**\n\nBeginning in 2025, performance for our Corporate executives is measured 50% on earnings and 50% on free\ncash flow. For our business unit executives, earnings and free cash flow are measured at both the RTX- and business unit-level—each\nweighted at 25%.\n\n \n\nTo better align with the Company’s focus on meeting our financial commitments to our investors, the HCC Committee determined\nthat the funding formula for the AIP would be solely based on the financial performance of the Company and our business units.\n\n**LONG-TERM INCENTIVES**\n \n \n\n**We increased the weighting of TSR in the 2026 PSUs.**\n\nBeginning with the February 2026 grant, PSUs will vest based on RTX’s performance relative to the\nfollowing metrics and weightings: EPS (30%), ROIC (30%), TSR vs. Core A&D Peers (20%), and TSR vs. S&P 500 Index companies\n(20%).\n\n \n\nThe HCC Committee determined that increasing the weight of each TSR metric by 5% would more closely align PSU payouts with\nour shareowner experience.\n\n**We refined the composition of our Core A&D Peer group used to measure TSR for our PSUs.**\n\nFor the 2026 PSU award, Textron replaced Safran in our Core A&D Peer group, while all other existing\npeers remained the same.\n\n \n\nThe HCC Committee concluded that replacing Safran with Textron improves peer group diversification and replaces a non-U.S.-based\ncompany with a U.S.-based company that is more likely to operate under similar macroeconomic conditions as RTX.\n\n \n\n**6**    **RTX**\n2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**PROXY SUMMARY**\n\nGOVERNANCE AND BOARD OVERVIEW\n\n \n\n**Governance and Board Overview**\n\n \n\n**BOARD NOMINEES**\n\n \n\n \n \n \n**Skills and Expertise**\n\n** **\n\n**Tracy A. Atkinson**\n\nRetired Executive Vice President & Chief\n\nAdministrative Officer, State Street Corporation\n\n2020\n1\n\n \n\n \n\n \n \n\n**Christopher T. Calio**\n\nChairman, President & Chief Executive Officer,\n\nRTX Corporation\n\n2023\n0\n\n \n\n \n\n**Leanne G. Caret**\n\nRetired Executive Vice President, The Boeing Company\n\nand Former CEO, Boeing Defense, Space & Security\n\n2023\n1\n\n \n\n \n\n**Bernard A. Harris, Jr.**\n\nChief Executive Officer and Managing Partner,\n\nVesalius Ventures, Inc.\n\n2021\n2\n \n\n \n\n \n\n**George R. Oliver**\n\nRetired Chairman & Chief Executive Officer,\n\nJohnson Controls International plc\n\n2020\n1\n\n \n\n**Ellen M. Pawlikowski**\n\nGeneral, U.S. Air Force (Retired) and\n\nFormer Commander, Air Force Materiel Command\n\n2020\n1\n \n\n**Denise L. Ramos**\n\nRetired Chief Executive Officer & President,\n\nITT Inc.\n\n2018\n1\n\n \n\n \n\n**Fredric G. Reynolds**\n\nRetired Executive Vice President &\n\nChief Financial Officer, CBS Corporation\n\n2016\n1\n\n \n\n \n\n \n \n\n**Brian C. Rogers**\n\nRetired Chairman,\n\nT. Rowe Price Group, Inc.\n\n2016\n1\n\n \n \n \n\n \n \n\n**Robert O. Work**\n\nRetired Deputy Secretary of Defense,\n\nU.S. Department of Defense\n\n2020\n0\n \n\n \n\n \n\n**RTX**\n2026 PROXY STATEMENT    **7**\n\n[**Table of Contents**](#toc)\n\n**PROXY SUMMARY**\n\nGOVERNANCE AND BOARD OVERVIEW\n\n \n\n**NOMINEE HIGHLIGHTS**\n\n \n\nThe nominees for election at the Annual Meeting have a broad range of\nskills, expertise, attributes and experiences. This enables them to bring a diversity of perspectives to the boardroom, to make substantial\ncontributions to Board deliberations and to provide effective oversight of the Company’s strategy and business plans.\n\n \n\n**Current or Former CEOs**\n\n \n\n \n\n**STEM Degrees**\n\n \n\n \n\n**Other Public Company Board Experience**\n\n \n\n \n\n**Experience**\n\n \n\n \n\n**8**    **RTX**\n2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**PROXY SUMMARY**\n\nGOVERNANCE AND BOARD OVERVIEW\n\n \n\n**TENURE\nON RTX BOARD**\n\n**AGE\nOF NOMINEES**\n\n \n\n**BOARD ENGAGEMENT IN 2025**\n\n \n\n**Our Board worked closely with management in 2025 to provide robust\noversight of RTX’s strategic priorities (such as our investments in technology and our initiatives to enhance our enterprise systems)\nand of the risks and opportunities associated with our efforts to increase production and manage our supply chain.**\n\n \n\n**99%**\n \n**0** \n\n**overall attendance by directors at the six Board meetings held during 2025**\n \n**number of special Board and Committee meetings during 2025**\n\n**99%** \n \n**100%** \n\n**overall attendance by directors at Board and Committee meetings in 2025**\n \n**overall attendance by directors at the 2025 Annual Meeting of Shareowners**\n\n \n \n\n**Board oversight priorities and actions**\n \n\n \n \n\n•Reviewing execution of our key business and financial priorities, including our initiatives to increase production and foster supply\nchain resiliency\n\n•Assessing our risk management approach, including the risks and opportunities associated with global defense spending, commercial\naerospace demand and the cross-border regulatory environment\n\n•Strategic review of capital deployment, including technological investment, potential acquisitions and divestitures, and return of\ncapital to shareowners\n\n•Enhancing our enterprise systems, including through reviews of our safety and quality programs, cybersecurity reviews and incident\nresponse briefings\n\n•Our response to evolving geopolitical and other external conditions, including tariffs and counter-tariffs and other governmental\nmeasures\n\n•Evaluating Board and Committee composition and leadership, as well as planning for anticipated Board refreshment and reviewing our\nsenior management succession strategy\n\n \n\n**RTX**\n2026 PROXY STATEMENT    **9**\n\n[**Table of Contents**](#toc)\n\n**PROXY SUMMARY**\n\nGOVERNANCE AND BOARD OVERVIEW\n\n \n\n**STRENGTHENING DIRECTOR OVERSIGHT**\n\n \n\n**Essential to each director’s ability to provide robust and\neffective oversight is a deep understanding of our businesses, our strategic focus and the significant risks we may encounter, as well\nas an ongoing awareness of new developments and emerging risks that may arise during their Board service.**\n\n \n\nBelow are some of the ways in which our directors are able to gain such\nunderstanding and awareness.\n\n \n\n**Independent Lead Director Role**\n\nOur Independent Lead Director plays a crucial role in facilitating the Board’s independent oversight.\nThe Independent Lead Director regularly communicates with other directors, both in executive sessions and outside of Board meetings,\nto solicit feedback on Board matters, succession planning and management development, among other topics. The Independent Lead Director\nalso collaborates with the Chairman & CEO on meeting agendas and communicates with the Chairman & CEO and other directors\non developments in the Company’s business, emerging risks and issues, and Board operational and governance matters.\n\n \n\n**Employee Engagement and Site Visits**\n\nAs part of their continuing education, our directors participate in employee engagement events and the Board\nvisits at least one of our businesses each year. In 2025 the Board visited Raytheon’s facilities in Andover, Massachusetts,\nwhich include Raytheon’s Patriot Lower Tier Air and Missile Defense Sensor production, and Collins Aerospace’s facilities\nin Rockford, Illinois, home to the Collins Aerospace electrical systems business. Site visits and other employee engagement events\ngive directors a firsthand understanding of the operations of the business and the opportunity to interact with employees and key\nexecutives.\n\n \n \n \n\n**Strategy and Business Plan Reviews**\n\nThe Board regularly holds meetings with senior management to review the strategy and long-range plans\nfor each of our businesses and to discuss other topics, such as key areas of focus and significant emerging risks. We also regularly\nengage in a rigorous portfolio review process to identify opportunities to optimize our portfolio, as reflected in 2025 by the divestiture\nof Collins Aerospace’s actuation and flight control business and the Simmonds Precision Products business.\n\n \n\n**Direct Interaction with Management**\n\nOur CEO and other members of senior management communicate with directors outside of regularly scheduled\nBoard and Committee meetings. These communications occur on a regular basis, including through periodic written updates, special\nmeetings and informal communications. These written communications and meetings occur more frequently in some circumstances.\n\n \n \n \n\n**Outside Perspectives**\n\nThe Board is periodically briefed by outside advisors and counsel on strategic, financial, legal, compliance\nand other matters. This gives directors additional perspectives on the Company’s business environment, strategic focus areas,\nperformance and significant emerging risks. The Independent Lead Director and other directors also directly engage with investors\nto address their feedback from time to time.\n\n \n\n**Continuing Education**\n\nDirectors participate in individualized sessions to continue learning the roles and responsibilities of\nthe Board and the Committees on which they serve. They also continue to learn about the Company’s strategy, businesses, technologies,\ncompliance programs, corporate affairs and community relations, financial statements, and significant financial, accounting and risk\nmanagement matters. Outside continuing education programs are made available to directors at the Company’s expense.\n\n \n\n**10**    **RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**Proposal 1:**\n\n**Election of Directors**\n\n \n\n**What**\n\n**am I**\n\n**voting on?**\nWe are **seeking your support for the election\nof the ten individuals nominated to serve on the Board of Directors**until the 2027 Annual Meeting of Shareowners. We believe\nthese nominees have the right experiences and perspectives to guide the Company and provide effective oversight of our strategy\nand our business plans. Each is well qualified to serve as a director of a large aerospace and defense company that competes in\ngovernment and commercial markets worldwide.\n\n** **\n\n**Criteria for Board Membership**\n\n \n\nThe Board and the Committee on Governance and Public Policy\n(the “Governance Committee”) believe that there are **general attributes**all directors must exhibit, in addition\nto **key skills and expertise**that should be represented on the Board as a whole, but not necessarily by each director.\n\n \n\n**THESE GENERAL ATTRIBUTES ARE ESSENTIAL FOR ALL DIRECTORS**\n\n \n\n●\n**Objectivity and independence in making informed business decisions**\n\n●\n**Extensive knowledge, experience and judgment**\n\n●\n**Highest integrity**\n\n●\n**Diversity of perspective**\n\n●\n**Willingness to devote the extensive time necessary to fulfill a director’s duties**\n\n●\n**Appreciation for the role of a corporation in society**\n\n●\n**Loyalty to the interests of RTX and its shareowners**\n\n \n\nThe Governance Committee regularly considers whether the Board\nhas all of the key skills and expertise needed for effective oversight of our businesses and strategy.\n\n \n\nFurther, the Governance Committee recognizes the value of selecting\ndirectors with diverse experiences to ensure that the Board as a whole has a wealth of perspectives to inform its decisions. We\nbelieve diversity in lived experiences, skills and capabilities makes our business stronger and more innovative and is critical\nto the Company’s long-term success.\n\n**RTX**2026 PROXY STATEMENT    **11**\n\n[**Table of Contents**](#toc)\n\n**PROPOSAL 1: ELECTION OF DIRECTORS**\n\nCRITERIA FOR BOARD MEMBERSHIP\n\n \n\n**The charts below show the percentage of directors with skills\nand expertise in each key area. In the nominee biographies on pages 14-19, we highlight for each individual the three key skills\nand areas of expertise upon which the Board particularly relies.**\n\n \n\n**KEY SKILLS AND EXPERTISE**\n\n \n\n     \n\n**Senior Leadership**\n \n**Technology/Cybersecurity**\n\nDirectors who have extensive leadership experience with a complex, large enterprise\noffer practical perspectives on and oversight of organizational and strategic planning, including in the areas of talent development,\nsuccession planning and driving change and long-term growth.\n \nDirectors with a background or experience in research and development, engineering, science,\ninformation technology, software, artificial intelligence, cybersecurity or other technology offer valuable perspectives on\nthe development of advanced technologies and solutions, and serve a critical role in the Board’s oversight of cybersecurity\nrisks.\n\n \n \n \n \n \n\n \n\n**Experience in Industry**\n \n**Government**\n\nDirectors with experience in the aerospace and defense markets, whether through leadership\nof a business engaged in those markets or as a government or military customer, provide valuable insights on industry developments\nand strong oversight of RTX’s strategic priorities and business performance.\n \nDirectors who have served in senior government or military roles provide constructive insights\nabout significant government policies and regulations, as well as public policy issues, and their impact on the Company.\n\n \n \n \n \n \n\n \n\n**Financial**\n \n**Governance and Responsibility**\n\nDirectors with proficiency in complex financial management, financial reporting processes,\ncapital allocation, capital markets and mergers and acquisitions provide strong oversight of the Company’s financial\nreporting, financial controls, capital deployment and strategic investments.\n \nDirectors with experience in product safety, ethics and compliance, sustainability, social\nresponsibility and public company governance (including service on a public company board), strengthen the Board’s oversight\nof key governance initiatives, reporting and risks.\n\n \n \n \n \n \n\n \n\n**Risk Management/Oversight**\n \n**Manufacturing, Operations and Supply\nChain**\n\nDirectors with knowledge and experience in managing major risk exposure for complex, large\norganizations—including significant financial, operational, compliance, reputational, strategic, international, political\nand cybersecurity risks—are critical to the Board’s important risk oversight role.\n \nDirectors who have led organizations with or otherwise managed manufacturing capabilities,\noperations and supply chains provide valuable insights on these aspects of our business, which are key to our focus on execution,\noperational efficiencies and cost reductions.\n\n \n \n \n \n \n\n \n \n \n\n**International**\n \n \n\nDirectors who have conducted business or operations outside of the United States or worked\non international policy and related issues provide perspectives and insights on international business, politics and culture\nthat are invaluable to a global company with operations and sales around the world.\n \n \n\n**12**    **RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**PROPOSAL 1: ELECTION\nOF DIRECTORS**\n\nBOARD COMPOSITION AND REFRESHMENT\n\n \n\n**Board Composition and Refreshment**\n\n \n\n**The Board strives to maintain an appropriate balance of tenure,\nviewpoints and experiences.**\n\n \n\n**The Board’s composition has changed significantly in recent\nyears.**Eight directors have left the Board in the past six years. Three directors have joined in the past five years.\n\n \n\n**The Board will be undertaking a systematic refreshment of\nits composition during the coming years as directors retire.**The Board believes that a balance of both new directors, who\nbring fresh perspectives, and longer-serving directors, who bring valuable experience and a deep understanding of the Company,\nhelps the Board maintain continuity and stability in its oversight of the Company. The Board also believes that the current directors\nhave the right attributes, experiences and perspectives to provide effective oversight of our strategy and business plans. For\nmore information about the skills and experience of RTX’s directors, see “Nominee Highlights” on page 8.\n\n \n\n**TENURE\nOF RTX BOARD NOMINEES**\n\n \n\nThe Board recognizes that director refreshment is important\nto shareowners and critical for strong Board oversight. The Board will continue to promote refreshment by maintaining a succession\nstrategy and planning for expected retirements, including by:\n\n \n\n●\nRegularly reviewing the attributes that are most important\nfor directors to have as our business evolves, as well as the mix of capabilities and experience already represented on the\nBoard.\n\n●\nRegularly considering individual director tenure and succession, as well\nas how current directors deploy their skills and expertise in service to the Company.\n\n●\nUsing its self-evaluation process, including individual director evaluations,\nto inform its decisions about nominations and refreshment (see page 23 for more detail on the annual self-evaluation process).\n\n \n\nMr. Reynolds, our Independent Lead Director, celebrated his 75th\nbirthday in 2025. Although Board policies normally bar the nomination of a director who has reached age 75, the Board has granted a waiver\nin this case because it strongly believes that RTX and its shareowners will be best served during the coming year by Mr. Reynolds’\nre-election to the role of director and his continued service as Independent Lead Director. With Mr. Calio having assumed the role of\nChairman on April 30, 2025, and Mr. Reynolds’ exemplary service and many contributions to Board deliberations, the Board believes\nthat the extensive experience and proven leadership Mr. Reynolds brings to his roles will help the Board maintain continuity in its oversight\nof our strategy and our key priorities.\n\n \n\n**How Candidates Are Identified**\n\n \n\nIn furtherance of its focus on director refreshment and Board\ncomposition, the Board strives to regularly identify potential director candidates who can bring unique perspectives, add new\ninsights and expertise, and enhance the performance and effectiveness of the Board. The Governance Committee is responsible for\nidentifying and evaluating director candidates to recommend to the Board. Potential directors can be brought to the Governance\nCommittee’s attention in different ways, as shown below. The Governance Committee screens and evaluates all candidates (regardless\nof who recommends them) using the criteria described under “Criteria for Board Membership” on page 11, with the overall\ngoal of ensuring a breadth and depth of experience on our Board.\n\n \n\nThe Governance Committee may engage search firms to assist it in finding qualified\nand interested candidates and verifying their credentials.\n     \nAny shareowner may recommend a director candidate by writing to the RTX Corporate\nSecretary (see page 95 for contact information).\n     \nCurrent Board members who become aware of suitable candidates may recommend them to\nthe Governance Committee from time to time.\n\n**RTX**2026 PROXY STATEMENT    **13**\n\n[**Table of Contents**](#toc)\n\n**PROPOSAL 1: ELECTION OF DIRECTORS**\n\nNOMINEES\n\n \n\n**Nominees**\n\n \n\nThe Board, upon the recommendation of the Governance Committee, has\nnominated for election the ten individuals listed in this Proxy Statement. All are current directors of RTX.\n\n \n\n**The\nBoard of Directors unanimously recommends a vote FOR each of the following nominees:**\n\n \n\n**Tracy A. Atkinson**\n\n** **\n\n**INDEPENDENT DIRECTOR**\n\nRetired Executive Vice President & Chief Administrative Officer,\nState Street Corporation\n\n     \n\nAGE **61**\n\nDIRECTOR SINCE **2020**\n\nBOARD COMMITTEES\n\n**Human Capital & Compensation (Chair), Finance**\n\n**Key Skills and Expertise**\n \n \n\n** **\n\nFINANCIAL\n\nSENIOR LEADERSHIP\n\nRISK MANAGEMENT/OVERSIGHT\n\n \n\n \n\n \n\n**Qualifications** \n\n \n\nMs. Atkinson provides the Board with significant experience in finance,\nrisk management and compliance matters, as well as executive leadership experience developed through her senior finance and compliance\nleadership roles at State Street and MFS Investment Management. She also brings valuable accounting expertise derived from her\nexperience as a Certified Public Accountant and a partner at PricewaterhouseCoopers LLP.\n\n \n\n**Experience**\n\n \n\n●\nChief Administrative Officer, State Street Corporation (financial services firm), 2019–2020\n\n●\nExecutive Vice President & Chief Compliance Officer, State Street Corporation, 2017–2019\n\n●\nExecutive Vice President, Finance, State Street Corporation, 2010–2017\n\n●\nTreasurer, State Street Corporation, 2016–2017\n\n●\nExecutive Vice President, Chief Compliance Officer, State Street Corporation, 2009–2010\n\n●\nExecutive Vice President, Chief Compliance Officer, State Street Global Advisors, 2008–2009\n\n●\nSenior positions with MFS Investment Management and PricewaterhouseCoopers LLP, 1999–2008\n\n \n\n**Other Current Directorships**\n\n \n\n●\nCitizens Financial Group, Inc., since 2024\n\n \n\n**Former Public Company Directorships**\n\n \n\n●\nUnited States Steel Corporation, 2020–2025\n\n●\nAffiliated Managers Group, 2020–2024\n\n●\nRaytheon Company, 2014–2020\n\n \n\n**Other Leadership Experience and Service**\n\n \n\n●\nDirector and Past President, The Arc of Massachusetts\n\n**14**    **RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**PROPOSAL 1: ELECTION OF DIRECTORS**\n\nNOMINEES\n\n \n\n**Christopher T. Calio**\n\n** **\n\nChairman, President, Chief Executive Officer and Director, RTX Corporation\n\n     \n\nAGE **52**\n\nDIRECTOR SINCE **2023**\n\nBOARD COMMITTEES\n\n**Finance, Special Activities**\n\n**Key Skills and Expertise**\n \n \n\n** **\n\nEXPERIENCE IN INDUSTRY\n\nRISK MANAGEMENT/OVERSIGHT\n\nSENIOR LEADERSHIP\n\n \n\n \n\n \n\n**Qualifications** \n\n \n\nMr. Calio has substantial experience in the aerospace and defense\nindustry and executive leadership experience gained through his Chairman, President, CEO and COO roles at RTX and other senior\nleadership roles at RTX and Pratt & Whitney. Through these roles and his legal roles at RTX-affiliated companies, he also brings\nrisk management experience, as well as a significant background in manufacturing, operations and supply chain.\n\n \n\n**Experience**\n\n \n\n●\nChairman, President, Chief Executive Officer and Director, RTX Corporation, since April 2025\n\n●\nPresident, Chief Executive Officer and Director, RTX Corporation, May 2024–April 2025\n\n●\nPresident, Chief Operating Officer and Director, RTX Corporation, December 2023–May 2024\n\n●\nPresident & Chief Operating Officer, RTX Corporation, March 2023–December 2023\n\n●\nChief Operating Officer, Raytheon Technologies Corporation, March 2022–February 2023\n\n●\nPresident, Pratt & Whitney, Raytheon Technologies Corporation (formerly United Technologies Corporation (“UTC”)), January 2020–February 2022\n\n●\nPresident, Commercial Engines, Pratt & Whitney, UTC, February 2017–December 2019\n\n●\nChief of Staff to the Chairman and Chief Executive Officer, UTC, February 2015–January 2017\n\n●\nVarious senior positions since joining UTC in 2005, including Vice President and General Counsel of UTC Aerospace Systems, and Vice President and Counsel, Commercial Engines, Pratt & Whitney\n\n \n\n**Other Leadership Experience and Service**\n\n \n\n●\nVice Chair, Aerospace Industries Association\n\n●\nBoard of Directors, US-India Strategic Partnership Forum\n\n \n\n \n\n**Leanne G. Caret**\n\n** **\n\n**INDEPENDENT DIRECTOR**\n\nRetired Executive Vice President, The Boeing Company and Former CEO, Boeing Defense, Space and Security\n\n     \n\nAGE **59**\n\nDIRECTOR SINCE **2023**\n\nBOARD COMMITTEES\n\n**Audit (Chair), Special Activities**\n\n**Key Skills and Expertise**\n \n \n\n** **\n\nFINANCIAL\n\nEXPERIENCE IN INDUSTRY\n\nMANUFACTURING, OPERATIONS & SUPPLY CHAIN\n\n \n\n \n\n**Qualifications**\n\n \n\nMs. Caret provides the Board with significant experience in the aerospace\nand defense industry and finance experience gained through her CEO and CFO roles with Boeing Defense, Space & Security and\nother senior leadership roles at The Boeing Company. Through these roles she also brings executive leadership experience, as well\nas a significant background in oversight of risk management and of manufacturing, operations and supply chain.\n\n \n\n**Experience**\n\n \n\n●\nExecutive Vice President and Senior Advisor, The Boeing Company (aerospace and defense systems & services), April 2022–December 2022\n\n●\nPresident & CEO, Defense, Space & Security, The Boeing Company, 2016–2022\n\n●\nPresident, Global Services & Support, The Boeing Company, 2015–2016\n\n●\nChief Financial Officer, Defense, Space & Security, The Boeing Company, 2014–2015\n\n●\nVice President & General Manager, Vertical Lift, The Boeing Company, 2013–2014\n\n●\nVice President, H-47 Programs, The Boeing Company, 2009–2013\n\n●\nGeneral Manager, Global Transport & Executive Systems, The Boeing Company, 1998–2009\n\n \n\n**Other Current Directorships**\n\n \n\n●\nDeere & Company, since 2021\n\n \n\n**Other Leadership Experience and Service**\n\n \n\n●\nAssociate Fellow, American Institute of Aeronautics and Astronautics\n\n●\nFellow, Royal Aeronautical Society\n\n**RTX**2026 PROXY STATEMENT    **15**\n\n[**Table of Contents**](#toc)\n\n**PROPOSAL 1: ELECTION OF DIRECTORS**\n\nNOMINEES\n\n \n\n**Bernard A. Harris, Jr.**\n\n** **\n\n**INDEPENDENT DIRECTOR**\n\nChief Executive Officer and Managing Partner, Vesalius Ventures, Inc.\n\n     \n\nAGE **69**\n\nDIRECTOR SINCE **2021**\n\nBOARD COMMITTEES\n\n**Audit, Special Activities**\n\n**Key Skills and Expertise**\n \n \n\n** **\n\nEXPERIENCE IN INDUSTRY\n\nGOVERNANCE\n& RESPONSIBILITY\n\nTECHNOLOGY/CYBERSECURITY\n\n \n\n \n\n**Qualifications**\n\n \n\nDr. Harris has significant aerospace industry knowledge, a deep understanding\nof science and technology, and executive leadership experience gained through his CEO and other senior leadership roles at Vesalius\nVentures and the National Math and Science Initiative, his service as Chief Medical Officer of SPACEHAB, and his years as an astronaut\nand flight surgeon at NASA. He has significant experience in technology innovation and strategic planning. He also brings valuable\nexpertise in guiding organizations to leverage their resources in support of business operations, investment, community development\nand philanthropic endeavors.\n\n \n\n**Experience**\n\n \n\n●\nChief Executive Officer and Managing Partner, Vesalius Ventures (venture capital), since 1998\n\n●\nExecutive Director, National Math and Science Initiative Inc. (education nonprofit), August 2022–March 2023\n\n●\nChief Executive Officer, National Math and Science Initiative Inc., 2018–2022\n\n●\nVice President, Business Development, Space Media Inc., 1999–2001\n\n●\nVice President, Chief Medical Officer and Scientist, SPACEHAB Inc., 1996–2001\n\n●\nAstronaut, NASA, 1991–1996\n\n●\nClinical Scientist & Flight Surgeon, Johnson Space Center, NASA, 1987–1990\n\n \n\n**Other Current Directorships**\n\n \n\n●\nU.S. Physical Therapy, since 2005\n\n●\nSolventum Corporation, since 2024\n\n●\nMassMutual (non-public)\n\n \n\n**Former Public Company Directorships**\n\n \n\n●\nSterling Bancshares Inc., 2006–2011\n\n \n\n**Other Leadership Experience and Service**\n\n \n\n●\nBoard of Directors, Astronaut Scholarship Foundation\n\n●\nBoard of Directors, Texas Medical Center\n\n●\nThe Harris Foundation (founder)\n\n \n\n**George R. Oliver**\n\n** **\n\n**INDEPENDENT DIRECTOR**\n\nRetired Chairman & Chief Executive Officer, Johnson Controls International plc\n\n     \n\nAGE **65**\n\nDIRECTOR SINCE **2020**\n\nBOARD COMMITTEES\n\n**Human Capital & Compensation, Finance**\n\n**Key Skills and Expertise**\n \n \n\n** **\n\nINTERNATIONAL\n\nSENIOR LEADERSHIP\n\nMANUFACTURING, OPERATIONS & SUPPLY CHAIN\n\n \n\n \n\n**Qualifications** \n\n \n\nMr. Oliver provides the Board with substantial executive leadership\nexperience and global operational and management expertise, gained through his CEO and other leadership roles at the global industrial\nand technology companies Johnson Controls, Tyco International and General Electric. He also has significant experience in strategic\nplanning, mergers and acquisitions, finance, risk management and technology.\n\n \n\n**Experience**\n\n \n\n●\nChairman of the Board & Chief Executive Officer, Johnson Controls International plc (diversified technology and multi-industrial company), 2017–2025\n\n●\nPresident & Chief Operating Officer, Johnson Controls International plc, 2016–2017\n\n●\nChief Executive Officer, Tyco International Ltd., 2012–2016\n\n●\nPresident, Tyco International Ltd., 2011–2012\n\n●\nPresident, Tyco Electrical and Metal Products, 2007–2010\n\n●\nPresident, Tyco Safety Products, 2006–2010\n\n●\nVarious leadership roles of increasing responsibility at several General Electric divisions, culminating as President of GE Water and Process Technologies, until 2006\n\n \n\n**Other Current Directorships**\n\n \n\n●\nNVR, Inc., since 2025\n\n \n\n**Former Public Company Directorships**\n\n \n\n●\nJohnson Controls International plc, 2016–2025\n\n●\nRaytheon Company, 2013–2020\n\n●\nTyco International Ltd., 2012–2016\n\n \n\n**Other Leadership Experience and Service**\n\n \n\n●\nBoard of Trustees, Worcester Polytechnic Institute\n\n●\nBoard of Directors, United Way of Greater Milwaukee & Waukesha Counties\n\n**16**    **RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**PROPOSAL 1: ELECTION OF DIRECTORS**\n\nNOMINEES\n\n \n\n**Ellen M. Pawlikowski**\n\n** **\n\n**INDEPENDENT DIRECTOR**\n\nGeneral, U.S. Air Force (Retired) and Former Commander, Air Force Materiel Command\n\n     \n\nAGE **69**\n\nDIRECTOR SINCE **2020**\n\nBOARD COMMITTEES\n\n**Human Capital & Compensation, Special Activities**\n\n**Key Skills and Expertise**\n \n \n\n** **\n\nGOVERNMENT\n\nSENIOR LEADERSHIP\n\nEXPERIENCE IN INDUSTRY\n\n \n\n \n\n**Qualifications** \n\n \n\nGeneral Pawlikowski delivers deep defense industry-specific expertise,\nsenior leadership experience and understanding of leading-edge science and technology through her extensive military service, including\nas Commander, U.S. Air Force Materiel Command. She provides the Board with important insights regarding military critical mission\nneeds, advanced weapons systems management, and acquisition and national security policy.\n\n \n\n**Experience**\n\n \n\n●\nCommander, Air Force Materiel Command (military leadership), 2015–2018\n\n●\nVarious positions of increasing responsibility during a 36-year career in the U.S. Air Force, including Military Deputy for the Assistant Secretary for Acquisition; Commander/Program Executive Officer, Space and Missile Systems Center; Commander, Air Force Research Laboratory; and Deputy Director and Chief Operating Officer, National Reconnaissance Office\n\n**Other Current Directorships**\n\n \n\n●\nRPM International Inc., since 2022\n\n●\nApplied Research Associates (non-public)\n\n●\nSRI International (non-public)\n\n●\nCEM Defense Materials (non-public)\n\n \n\n**Former Public Company Directorships**\n\n \n\n●\nVelo3D, Inc., March 2022–July 2023\n\n●\nIntelsat S.A., 2019–February 2022\n\n●\nRaytheon Company, 2018–2020\n\n \n\n**Other Leadership Experience and Service**\n\n \n\n●\nChair, Honorary Fellows Committee, American Institute of Aeronautics and Astronautics\n\n●\nMember, National Academy of Engineering\n\n●\nMember, Air Force Studies Board\n\n \n\n**Denise L. Ramos**\n\n** **\n\n**INDEPENDENT DIRECTOR**\n\nRetired Chief Executive Officer & President, ITT Inc.\n\n     \n\nAGE **69**\n\nDIRECTOR SINCE **2018**\n\nBOARD COMMITTEES\n\n**Audit, Governance and Public Policy**\n\n**Key Skills and Expertise**\n \n \n\n** **\n\nMANUFACTURING, OPERATIONS & SUPPLY CHAIN\n\nSENIOR LEADERSHIP\n\nFINANCIAL\n\n \n\n \n\n**Qualifications**\n\n \n\nMs. Ramos provides the Board with executive leadership and substantial\nglobal operational and management experience gained through her CEO and other leadership roles at ITT Inc. She has extensive financial\nexpertise and experience in strategic planning and mergers and acquisitions, having served as the Chief Financial Officer at ITT\nand other large global companies. She also brings experience and insights from her current and past service on boards of other\npublic companies in a range of industries.\n\n \n\n**Experience**\n\n \n\n●\nChief Executive Officer & President, ITT Inc. (formerly ITT Corporation —diversified manufacturer), 2011–2019\n\n●\nSenior Vice President & Chief Financial Officer, ITT Corporation, 2007–2011\n\n●\nChief Financial Officer, Furniture Brands International (home furnishings), 2005–2007\n\n●\nSenior Vice President & Corporate Treasurer, Yum! Brands, Inc., and Chief Financial Officer, KFC Corporation (U.S. Division), 2000–2005\n\n●\nVarious finance positions of increasing responsibility during more than 20 years at Atlantic Richfield Company\n\n \n\n**Other Current Directorships**\n\n \n\n●\nBank of America Corp., since 2019\n\n \n\n**Former Public Company Directorships**\n\n \n\n●\nPhillips 66 Company, 2016–2025\n\n●\nITT Inc., 2011–2019\n\n●\nPraxair, Inc., 2014–2016\n\n**RTX**2026 PROXY STATEMENT    **17**\n\n[**Table of Contents**](#toc)\n\n**PROPOSAL 1: ELECTION OF DIRECTORS**\n\nNOMINEES\n\n \n\n**Fredric G. Reynolds**\n\n** **\n\n**INDEPENDENT LEAD DIRECTOR**\n\nRetired Executive Vice President & Chief Financial Officer, CBS Corporation\n\n     \n\nAGE **75**\n\nDIRECTOR SINCE **2016**\n\nBOARD COMMITTEES\n\n**Governance and Public Policy, Human Capital & Compensation**\n\n**Key Skills and Expertise**\n \n \n\n** **\n\nFINANCIAL\n\nRISK MANAGEMENT/OVERSIGHT\n\nSENIOR LEADERSHIP\n\n \n\n \n\n**Qualifications**\n\n \n\nMr. Reynolds brings to the Board substantial financial and risk management\nexpertise, as well as executive leadership and strategic planning experience gained through his Chief Financial Officer and other\nleadership roles at large global companies CBS, Viacom and PepsiCo. He also brings his experience and insights from his current\nand past service on boards of other public companies in a range of industries.\n\n \n\n**Experience**\n\n \n\n●\nExecutive Vice President & Chief Financial Officer, CBS Corporation (media), 2005–2009\n\n●\nPresident & Chief Executive Officer, Viacom Television Stations Group (CBS predecessor), 2001–2005\n\n●\nExecutive Vice President & Chief Financial Officer, Viacom, Inc., 2000–2001\n\n●\nExecutive Vice President & Chief Financial Officer, Westinghouse Electric Corporation, 1994–2000\n\n●\nVarious positions at PepsiCo, Inc., 1982–1994\n\n \n\n**Other Current Directorships**\n\n \n\n●\nPinterest, Inc., since 2017\n\n \n\n**Former Public Company Directorships**\n\n \n\n●\nMondelez International, Inc., 2007–May 2022\n\n●\nAOL, Inc., 2009–2015\n\n●\nHess Corporation, 2013–2019\n\n \n\n**Brian C. Rogers**\n\n** **\n\n**INDEPENDENT DIRECTOR**\n\nRetired Chairman,\n\nT. Rowe Price Group, Inc.\n\n     \n\nAGE **70**\n\nDIRECTOR SINCE **2016**\n\nBOARD COMMITTEES\n\n**Finance (Chair), Human Capital & Compensation**\n\n**Key Skills and Expertise**\n \n \n\n** **\n\nFINANCIAL\n\nRISK MANAGEMENT/OVERSIGHT\n\nSENIOR LEADERSHIP\n\n \n\n \n\n**Qualifications**\n\n \n\nMr. Rogers provides the Board with extensive financial and investment\nexpertise and risk management experience through his Chief Investment Officer and other investment management roles at T. Rowe\nPrice, as well as significant executive leadership and governance experience gained through his service as the Chairman of the\nBoard of T. Rowe Price. Mr. Rogers also provides the Board with important insights into the perspectives of institutional investors.\n\n \n\n**Experience**\n\n \n\n●\nChairman of the Board of Directors, T. Rowe Price Group, Inc. (investment management), 2007–2017\n\n●\nChief Investment Officer, T. Rowe Price Group, Inc., 2004–2017\n\n●\nVarious other senior leadership roles since joining T. Rowe Price Group, Inc., in 1982\n\n**Other Current Directorships**\n\n \n\n●\nLowe’s Companies, Inc., since 2018\n\n \n\n**Former Public Company Directorships**\n\n \n\n●\nChairman of the Board (non-executive), T. Rowe Price Group, Inc., 2017–2019\n\n \n\n**Other Leadership Experience and Service**\n\n \n\n●\nTrustee, Brookings Institution\n\n●\nTrustee, Johns Hopkins Medicine\n\n**18**    **RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**PROPOSAL 1: ELECTION OF DIRECTORS**\n\nNOMINEES\n\n \n\n**Robert O. Work**\n\n** **\n\n**INDEPENDENT DIRECTOR**\n\nRetired Deputy Secretary of Defense, U.S. Department of Defense\n\n     \n\nAGE **73**\n\nDIRECTOR SINCE **2020**\n\nBOARD COMMITTEES\n\n**Governance and Public Policy (Chair), Audit, Special Activities**\n\n**Key Skills and Expertise**\n \n \n\n** **\n\nGOVERNMENT\n\nEXPERIENCE IN INDUSTRY\n\nGOVERNANCE & RESPONSIBILITY\n\n \n\n \n\n**Qualifications**\n\n \n\nMr. Work provides the Board with significant insight into customer\nneeds acquired through his command, leadership and management positions, including as a U.S. Marine Corps officer, Undersecretary\nof the Navy and Deputy Secretary of Defense. He has broad expertise in global security matters, including in the areas of defense\nstrategy, advanced technologies, international studies and acquisition reform. He also brings experience with corporate governance\nand oversight of governance risks from current and past board service, including his leadership of the Governance Committee.\n\n \n\n**Experience**\n\n \n\n●\nU.S. Deputy Secretary of Defense (executive department leadership), 2014–2017\n\n●\nChief Executive Officer, Center for a New American Security, 2013–2014\n\n●\nUndersecretary of the Navy, U.S. Department of the Navy, 2009–2013\n\n●\nPositions with the Center for Strategic and Budgetary Assessments, serving in positions of increasing responsibility from 2002–2009, culminating in service as Vice President for Strategic Studies\n\n●\nVarious positions of increasing responsibility during a 27-year career in the U.S. Marine Corps, including artillery battery commander; battalion commander; Base Commander, Camp Fuji, Japan; and Senior Aide to the Secretary of the Navy\n\n \n\n**Other Current Directorships**\n\n \n\n●\nGovini, Chairman (non-public)\n\n●\nBlack Sea (non-public)\n\n●\nAgile Defense (non-public)\n\n \n\n**Former Public Company Directorships**\n\n \n\n●\nRaytheon Company, 2017–2020\n\n \n\n**Other Leadership Experience and Service**\n\n \n\n●\nSenior Counselor for Defense, Distinguished Senior Fellow for Defense and National Security, Center for a New American Security\n\n●\nSenior Fellow, Johns Hopkins Applied Physics Laboratory\n\n●\nMember, International Institute for Strategic Studies\n\n**RTX**2026 PROXY STATEMENT    **19**\n\n[**Table of Contents**](#toc)\n\n**Corporate Governance**\n\n \n\n**Our Continuing Commitment to Sound Corporate Governance**\n\n \n\n**RTX is committed to strong oversight and governance practices\nthat are grounded in a culture of integrity, accountability, transparency and the highest ethical standards. The Board believes\nthis commitment enhances shareowner value.**\n\n \n\n**GOVERNANCE BEST PRACTICES**\n\n \n\nOur Board has adopted robust governance practices, set forth\nin our Corporate Governance Guidelines, our Committee charters and other RTX documents and policies. The Governance Committee regularly\nmonitors and considers current developments in corporate governance, as well as the views of our shareowners, to determine when\nto recommend governance changes to the Board.\n\n \n\n**Effective Board oversight**\n \n**Board independence**\n\n●\n\nHighly qualified Board with diverse mix of perspectives,\nexperience and tenures\n\n●\n\nRegular Board review of strategic plans and priorities\n\n●\n\nRegular Board and Committee review of significant\nrisks, including product safety and cybersecurity risks\n\n●\n\nAnnual Board evaluation of CEO performance\n\n●\n\nRegular CEO and senior management succession\nplanning\n\n \n\n●\n\n9 out of 10 director nominees are independent\n\n●\n\nRobust Independent Lead Director role, a position\nof authority with clearly defined responsibilities\n\n●\n\nIndependent directors meet regularly without\nmanagement\n\n●\n\nFully independent Audit, Human Capital &\nCompensation and Governance Committees\n\n●\n\nAll directors are empowered to suggest additional\nagenda topics for the Board to consider\n\n \n \n \n\n**Commitment to shareowner rights**\n \n**Board accountability**\n\n●\n\nActive and ongoing shareowner engagement\n\n●\n\nProxy access with customary terms\n\n●\n\nShareowners can act by written consent\n\n●\n\n15% of voting stock can call special meetings\n\n●\n\nNo charter provisions requiring more than a simple\nmajority vote of shares\n\n●\n\nRobust clawback policies\n\n●\n\nNo hedging, short sales or pledging of RTX securities\nby officers or directors\n\n●\n\nRigorous share ownership requirements for directors\nand senior management\n\n \n\n●\n\nAnnual Board, Committee and individual director\nevaluations\n\n●\n\nAnnual election of all directors\n\n●\n\nMajority voting for directors in uncontested\nelections\n\n●\n\nOngoing attention to Board composition and refreshment\n\n●\n\nNo re-nomination of a director who has served\nfor 15 years or reached age 75, unless waived by the Board\n\n●\n\nRegular review of Committee assignments and leadership;\nobjective to rotate chairs, members at least every five years\n\n●\n\nLimits on outside public company board service\n\n●\n\nProcess for considering and approving new outside\ndirectorships and paid consulting/advisory engagements\n\n \n\n**CODE OF CONDUCT**\n\n \n\n**Our Code of Conduct reinforces our values and high governance\nstandards by:**\n\n \n\n●\nExplaining how our values of Safety, Trust, Respect, Accountability,\nCollaboration and Innovation must inform our actions\n\n●\nGuiding the conduct of our employees, officers and directors with each other,\nour business partners and our communities\n\n●\nEmphasizing the responsibility to conduct our business with integrity, to respect and protect\nhuman rights and to report violations of the Code without fear of retaliation\n\n \n\nWe encourage you to visit the Corporate Governance section of our website\n(www.rtx.com) for more information about corporate governance at RTX and our Code of Conduct.\n\n \n\n**20    RTX** 2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**CORPORATE GOVERNANCE**\n\nBOARD LEADERSHIP STRUCTURE\n\n \n\n**Board Leadership Structure**\n\n \n\n**The Board’s approach.**Under our Corporate Governance\nGuidelines, the Board does not have a fixed policy on whether the roles of Chair of the Board and CEO should be separate or combined.\nInstead, the Governance Committee regularly reviews our Board leadership structure, and the Board selects the structure that it\nbelieves will provide the most effective leadership and oversight for RTX in light of the risks and opportunities then faced by\nthe Company. \n\n \n\n**CHAIRMAN & CEO**\n\n \n\nIn 2025, Mr. Gregory J. Hayes decided to step down as Executive\nChairman of the Board. The Board reviewed its leadership structure at that time and elected Mr. Calio to succeed Mr. Hayes as Chairman.\nThe Board also determined that Mr. Calio would continue to serve in his role as President & CEO and that Mr. Reynolds\nwould continue to serve as Independent Lead Director. Informed by feedback from shareowners, Governance Committee members and other\nstakeholders, the Board continues to view a unified Chairman & CEO role—balanced by an otherwise fully independent\nBoard that is led by an Independent Lead Director with robust responsibilities—as the appropriate leadership structure at\nthis time to provide responsible governance for RTX and generate long-term returns for our shareowners.\n\n \n\nCombining the roles of Chair and CEO continues to offer substantial\nadvantages to RTX, including:\n\n \n\n●\nDecision-making agility, clarity, efficiency and speed.\n\n●\nAlignment between successful implementation of RTX’s strategy and thoughtful\nBoard agendas and materials designed to facilitate strategic oversight. \n\n●\nConsistent messaging in leadership communication, both internally and with\nshareowners, customers and other key stakeholders.\n\n●\nDeeply informed Board leadership necessary to shape oversight of our business in the context of\nthe technical, regulatory and competitive complexity of the aerospace and defense industries.\n\n \n\n**INDEPENDENT LEAD DIRECTOR**\n\n \n\nTo ensure strong independent leadership of the Board, our Corporate\nGovernance Guidelines provide that when the Chair of the Board is not independent, our independent directors must designate from\namong themselves an Independent Lead Director. This structure is supported by other key features of RTX’s governance that\nenable the Board to effectively oversee the Company, including:\n\n \n\n●\nAll directors other than Mr. Calio are independent.\n\n●\nOur Audit, Governance and Human Capital & Compensation Committees are comprised entirely of independent directors. \n\n●\nThe independent directors hold frequent private sessions under the guidance of Mr. Reynolds, at least once during each\nBoard meeting and frequently more often, including private Committee sessions and cross-attendance of Committee meetings by\ndirectors.\n\n●\nAll of our directors are empowered and encouraged to shape the agenda of the Board, including by suggesting items for\nmeeting agendas, receiving meeting agendas and materials in advance and raising at any meeting topics not formally on the\nagenda.\n\n●\nThe directors are supported by a fulsome and effective set of governance policies and practices, including our Corporate\nGovernance Guidelines and our Code of Conduct.\n\n \n\nMr. Reynolds was unanimously designated as the Independent Lead\nDirector by RTX’s independent directors because of his deep knowledge of the Company’s business and strategy, his experience\nwith risk management, financial oversight and governance, and his proven leadership skills and judgment. In selecting Mr. Reynolds\nas Independent Lead Director, the independent directors considered the tenure, experience and capabilities of each independent\ndirector, as well as their willingness and capacity to satisfy the significant time commitment of the role. Further, in light of\nMr. Reynolds’ exemplary service and Mr. Calio’s recent election to the role of Chairman effective April 30, 2025, the\nBoard believes that RTX and its shareowners are best served by Mr. Reynolds’ re-election to the role of director and continuation\nin the role of Independent Lead Director.\n\n \n\n**RTX** 2026 PROXY STATEMENT    **21**\n\n[**Table of Contents**](#toc)\n\n**CORPORATE GOVERNANCE**\n\nBOARD LEADERSHIP STRUCTURE\n\n \n\n**ROLES, RESPONSIBILITIES AND AUTHORITY OF\nCHAIRMAN & CEO AND INDEPENDENT LEAD DIRECTOR**\n\n \n\n**The Independent Lead Director and our Chairman &\nCEO meet with each other regularly about the Company’s strategy and operations and the functioning of the Board. The Board\nhas vested significant authority in the Independent Lead Director under our Corporate Governance Guidelines, which are designed\nto promote strong, independent oversight of RTX’s management and affairs.**\n\n \n\n \n**CHAIRMAN &\nCEO**\n\n     \n \n**INDEPENDENT\nLEAD   DIRECTOR**\n\n \n**Christopher\nT. Calio**\n\n**Director since 2023**\n \n \n**Fredric\nG. Reynolds**\n\n**Director since 2016**\n\n \n\nIn his capacity as Chairman, Mr. Calio:\n\n \n\n●\n\nPresides at all meetings of the full Board\n\n●\n\nPresides at meetings of shareowners\n\n●\n\nCalls special Board meetings\n\n●\n\nEmpowered to call special meetings of Board\nCommittees\n\n●\n\nIn conjunction with the Independent Lead\nDirector, plans and approves the schedule and agenda for Board meetings\n\n●\n\nEnsures Board materials are appropriate,\nsufficient and of high quality\n\n●\n\nSubject to input from the Independent Lead\nDirector, approves information sent to the Board\n\n●\n\nEngages with significant stakeholders, as\nappropriate\n\n \n \n\n●\n\nPresides over all private sessions of the\nindependent directors, whether regularly scheduled or called at the Independent Lead Director’s discretion\n\n●\n\nEmpowered to call special Board meetings\n\n●\n\nCollaborates with the Chairman &\nCEO to approve the schedule and set the agenda for Board meetings\n\n●\n\nProvides input to the Chairman &\nCEO on information sent to the Board\n\n●\n\nPresides at Board meetings when the Chairman &\nCEO is not present\n\n●\n\nEngages with significant stakeholders, as\nrequested\n\n●\n\nOversees the Board’s evaluation of\nthe performance of the Chairman & CEO\n\n●\n\nCommunicates regularly with the Chairman &\nCEO and other directors regarding risk management oversight\n\n●\n\nFacilitates succession planning and management\ndevelopment\n\n●\n\nWorks with the Governance Committee Chair\nto lead the Board’s annual self-evaluation process and to review any director’s request to accept a new outside\ndirectorship or other paid engagement\n\n●\n\nAuthorizes retention of outside advisors\nand consultants who report to the Board\n\n \n\n**22    RTX** 2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**CORPORATE GOVERNANCE**\n\nBOARD SELF-EVALUATION\n\n \n\n**Board Self-Evaluation**\n\n \n\nThe Board believes that robust and constructive self-evaluation\nis an essential element of good corporate governance, Board effectiveness and continuous improvement. To this end, the Board annually\nevaluates its own performance and the performance of the Committees and of each individual director.\n\n \n\n**OVERVIEW OF THE SELF-EVALUATION PROCESS**\n\n \n\n**Oversight and leadership**\n\n \n\n**The Governance Committee designs and has oversight responsibility\nfor the annual self-evaluation process.**\n\n \n\nThe Independent Lead Director and the Governance Committee Chair\njointly lead the process.\n\n \n\n**How it works**\n\n \n \n\n**1**\nEach director completes a survey regarding significant governance\ntopics, such as the quality of information and briefings provided to the Board and the effectiveness of the Board’s\nrelationship with, and oversight of, senior management.\n\n \n \n\n**2**\nEach director also confers with the Independent Lead Director and the\nGovernance Committee Chair to provide additional feedback, including a candid assessment of peer contributions and performance.\n\n \n \n\n**3**\nThe Independent Lead Director and the Governance Committee Chair communicate\npeer feedback to individual directors, making suggestions for improvement where appropriate, and provide feedback on Committee\nperformance to each Committee chair for discussion with their Committee.\n\n \n \n\n**4**\nThe Independent Lead Director and the Governance Committee Chair provide\nthe full Board with a summary of the self-evaluation results and facilitate a Board discussion regarding opportunities for\nimprovement.\n\n**How it contributes to**\n\n**Board performance**\n\n \n\n**The self-evaluation process informs the Board’s consideration\nof:**\n\n \n\n●\nBoard and Committee structure\n\n●\nBoard preparedness, effectiveness and oversight priorities\n\n●\nCommittee assignments, leadership and performance\n\n●\nRefreshment objectives, including composition and key skills\n\n●\nDirector and senior management succession planning\n\n●\nIndividual director development\n\n \n\n**The self-evaluation process continues to generate improvements\nin our corporate governance and Board effectiveness, including:**\n\n \n\n●\nDeepening our Board refreshment strategy\n\n●\nSharpening the Board’s focus on key strategic oversight priorities\nand competitive challenges\n\n●\nStrengthening Board materials by identifying themes and issues that require\nenhanced Board oversight\n\n \n\n**During 2025, the Board updated its approach to self-evaluation\nby:**\n\n** **\n\n●\nRe-instituting a survey process to elicit more detailed feedback from each director\n\n●\nPlacing greater focus on Board and Committee refreshment planning\n\n●\nCreating more opportunities for Board feedback on long-term strategy and oversight considerations\n\n \n\n**RTX** 2026 PROXY STATEMENT    **23**\n\n[**Table of Contents**](#toc)\n\n**CORPORATE GOVERNANCE**\n\nBOARD COMMITTEES\n\n \n\n**Board Committees**\n\n \n\nOur Board currently has the following standing Committees: the Audit\nCommittee, the Governance Committee, the Finance Committee, the Human Capital & Compensation Committee and the Special Activities\nCommittee. Our Corporate Governance Guidelines require the Governance Committee to periodically review Committee structure and\nassignments. The Board gave consideration to individual director development, interests and the functioning of the Committees,\nand determined that Mr. George Oliver will be appointed Chair of the Governance Committee, with anticipated effect on April 30,\n2026, immediately following the 2026 Annual Meeting. In addition, Mr. James Winnefeld, Jr. resigned from the Board effective March 5, 2026. The Board anticipates appointing a new Chair of the Special Activities Committee prior to or immediately following the 2026 Annual Meeting.\n\n \n\nThe Audit Committee, the Governance Committee and the Human Capital\n& Compensation Committee are composed exclusively of independent directors. Mr. Calio (who is an active employee) serves on\nthe Finance Committee and the Special Activities Committee, because the Board believes he brings particular insights on topics\nwithin these Committees’ responsibilities.\n\n \n\nEach Committee has the authority to retain independent advisors,\nto approve the fees paid to those advisors and to terminate their engagements.\n\n \n\nEach Committee operates under a charter that it reviews annually.\nThese charters are available in the Corporate Governance section of our website (www.rtx.com).\n\n \n\n \n\n**Audit**\n\n \n\n \n\n \n\n \n\n**Leanne G. Caret**\n\nChair\n\n \n \n \n \n\n2025 MEETINGS: **8**\n\n \n\nCOMMITTEE MEMBERS\n\n \n\nBernard A. Harris, Jr.\n\nDenise L. Ramos\n\nRobert O. Work\n\n \n\n \n\n●  Assists the\nBoard in overseeing: the integrity of RTX’s financial statements; the independence, qualifications and performance of RTX’s\ninternal and external auditors; the Company’s compliance with its policies and procedures, internal controls, Code of Conduct\nand applicable laws and regulations; policies and procedures with respect to risk assessment and management; and other responsibilities\nas delegated by the Board from time to time\n\n \n\n●  Recommends to the\nBoard (for shareowner approval) a nominee accounting firm to serve as RTX’s independent auditor and maintains responsibility\nfor compensation, retention and oversight of the auditor\n\n \n\n●  Pre-approves all auditing\nservices and permitted non-audit services to be performed for RTX by its independent auditor\n\n \n\n●  Reviews and approves\nthe appointment and replacement of the senior Internal Audit executive\n\n \n\nThe Board has determined that each of Ms. Caret and Ms. Ramos is\nan “audit committee financial expert,” as defined in the rules of the Securities and Exchange Commission (“SEC”).\n\n \n\n**24**    **RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**CORPORATE GOVERNANCE**\n\nBOARD COMMITTEES\n\n \n\n \n\n**Governance and Public Policy**\n\n \n\n \n\n \n\n**Robert O. Work**\n\nChair** **\n\n \n \n \n \n\n2025 MEETINGS: **5**\n\n \n\nCOMMITTEE MEMBERS\n\n \n\nDenise L. Ramos\n\nFredric G. Reynolds\n\nJames A. Winnefeld, Jr.\n\n \n\nEffective April 30, 2026, George R. Oliver will join the Governance\nCommittee and serve as its Chair.\n\n \n\nEffective March 5, 2026, Mr. James A. Winnefeld, Jr. resigned from the Board and is no longer a member of the Governance Committee.\n\n \n\n \n\n●  Provides oversight\nof the safety of the Company’s products and services and its quality management system\n\n●  Oversees RTX’s\npositions on significant public policy issues\n\n●  Reviews and monitors\nthe development of RTX’s AI strategy\n\n●  Develops and recommends\nmodifications to our Corporate Governance Guidelines\n\n●  Identifies and recommends\nqualified candidates for election to the Board\n\n●  Reviews periodically\nthe Company’s policies on retirement age and term limits for non-employee directors\n\n●  Makes recommendations\nto the Board for Committee assignments\n\n●  Reviews and monitors\nthe orientation of new Board members and the continuing education of all directors\n\n●  Oversees the design\nand conduct of the annual self-evaluation of the Board, its Committees and individual directors\n\n●  Reviews corporate\ngovernance developments and trends and, where appropriate, makes recommendations to the Board on the Company’s governance\n\n●  Recommends to the\nBoard appropriate compensation of non-employee directors\n\n \n\n \n\n**Finance**\n\n \n\n \n\n \n\n**Brian C. Rogers**\n\nChair\n\n** **\n\n \n \n \n \n\n2025 MEETINGS: **4**\n\n \n\nCOMMITTEE MEMBERS\n\n \n\nTracy A. Atkinson\n\nChristopher T. Calio\n\nGeorge R. Oliver\n\n \n\n \n\n●  Reviews and monitors\nthe management of RTX’s financial resources and financial risks\n\n●  Considers plans for\nsignificant acquisitions and divestitures\n\n●  Monitors progress\non pending and completed acquisitions and divestitures\n\n●  Reviews significant\nfinancing programs in support of business objectives\n\n●  Reviews significant\ncapital appropriations\n\n●  Reviews policies and\nprograms related to: dividends and share repurchases; financing, working and long-term capital requirements; managing exposure\nwith respect to foreign exchange, interest rates and raw material prices; investment of pension assets; and insurance and risk\nmanagement\n\n \n\n**RTX**\n2026 PROXY STATEMENT    **25**\n\n[**Table of Contents**](#toc)\n\n**CORPORATE GOVERNANCE**\n\nBOARD COMMITTEES\n\n \n\n \n\n**Human Capital & Compensation**\n\n \n\n \n\n \n\n \n\n \n\n**Tracy A. Atkinson**\n\nChair\n\n****\n\n \n \n \n \n\n2025 MEETINGS: **5**\n\n \n\nCOMMITTEE MEMBERS\n\n \n\nGeorge R. Oliver\n\nEllen M. Pawlikowski\n\nFredric G. Reynolds\n\nBrian C. Rogers\n\n \n\n \n\n●  Reviews RTX’s\nexecutive compensation policies and practices to ensure that they adequately and appropriately align executive and shareowner interests\n\n●  Reviews and approves\nthe design of, and sets performance goals for, our executive annual and long-term incentive programs\n\n●  Evaluates the performance\nof RTX, our business units and our NEOs relative to performance goals set by the HCC Committee for the annual and long-term incentive\nprograms\n\n●  Reviews and approves\ncompensation for the CEO and other executive officers of the Company\n\n●  Reviews a risk assessment\nof RTX’s compensation policies, plans and practices\n\n●  Reviews the Company’s\ninitiatives relating to human capital management\n\n \n\n \n\n**Special Activities**\n\n \n\n \n\n \n\n**James A. Winnefeld, Jr.**\n\nChair** **\n\n \n \n \n \n\n2025 MEETINGS: **4**\n\n \n\nCOMMITTEE MEMBERS\n\n \n\nChristopher T. Calio\n\nLeanne G. Caret\n\nBernard A. Harris, Jr.\n\nEllen M. Pawlikowski\n\nRobert O. Work\n\n \n\nMr. James A. Winnefeld, Jr. served as the Chair of the Special Activities Committee throughout 2025. Effective March 5, 2026, Mr. Winnefeld resigned from the Board and is no longer a member of the Special Activities Committee. The Board anticipates appointing a new Chair of the Special Activities Committee prior to or immediately following the 2026 Annual Meeting.\n\n \n\n \n\n●  Reviews and monitors\nactivities involving classified business of RTX, including significant classified programs\n\n●  Reviews policies,\nprocesses, risk management and internal controls applicable to classified business\n\n●  Supports the Board\nas required in oversight of classified cybersecurity\n\n●  Reviews RTX’s\ncybersecurity risk exposure with respect to the Company’s products and management’s efforts to manage that exposure\n\n●  Assists other Committees\nwith their activities and oversight related to product safety risk and development of technical talent\n\n●  Monitors critical\ntechnology gaps and reviews investments, talent development and other efforts by management to address those gaps\n\n \n\n**26**    **RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**CORPORATE GOVERNANCE**\n\nDIRECTOR INDEPENDENCE\n\n \n\n**Director Independence**\n\n \n\nUnder RTX’s Director Independence Policy and the New York Stock\nExchange (“NYSE”) listing standards, a majority of our directors must be independent, meaning that they do not have\na direct or indirect material relationship with RTX (other than as a director). The Board’s Director Independence Policy\nguides the independence determination and defines certain categories of relationships that will not be considered material relationships\nthat would impair a director’s independence. This policy is available on the Corporate Governance section of our website\n(www.rtx.com).\n\n \n\nBefore joining the Board and annually thereafter, each director or\nnominee completes a questionnaire about relationships and transactions that may require disclosure, may affect independence or\nmay affect our ability to meet the heightened independence standards for members of the Audit Committee and members of the Human\nCapital & Compensation Committee. The Governance Committee’s assessment of independence considers all known relevant\nfacts and circumstances about the relationships bearing on the independence of a director or nominee. The Board considers potential\nmateriality of a director’s relationship with RTX both from the director’s standpoint and from the standpoint of persons\nor organizations with which the director has an affiliation. The assessment also considers sales and purchases of products and\nservices between RTX (including its subsidiaries) and other companies or charitable organizations where a director or a nominee\n(or an immediate family member of a director or nominee) may have relationships pertinent to the independence determination.\n\n \n\nIn accordance with the Director Independence Policy and NYSE listing\nstandards, the Board has determined that, other than Mr. Calio (who is a current employee of RTX), none of the nominees for election\nat the 2026 Annual Meeting has, directly or indirectly, a material relationship with RTX (outside of serving as a director) or\nany direct or indirect material interest in any transaction involving RTX. Other than Mr. Calio, each nominee satisfies our independence\ncriteria and the independence standards of the NYSE and the SEC.\n\n \n\n**The Board’s Role**\n\n \n\nOur Board provides active and independent oversight and guidance\nto management regarding the Company’s long-term strategy and priorities, risk management, and CEO and senior management succession\nplanning, as well as other aspects of our business and affairs. In addition, the Board has adopted robust governance practices\nto enhance its effectiveness and is engaged on behalf of our shareowners.\n\n \n\n \n \n \n\n**As part of carrying out its oversight responsibilities, the Board:**\n\n●  Annually reviews\nthe Company’s long-term plan and strategy and those of its business units\n\n●  Engages in ongoing\ndiscussion of near-, medium- and long-term risks and strategic matters, including the geopolitical environment, economic conditions,\nindustry trends and developments, and their impacts on our business, as well as strategic opportunities and challenges\n\n●  Is regularly briefed\non assessments of the Company’s business portfolio and is engaged in the Company’s mergers, acquisitions, divestitures\nand other corporate development activities\n\n●  Reviews and approves\nthe Company’s annual operating plan, and receives regular updates on management’s progress against its annual operating\nplan, including opportunities and challenges that arise\n\n●  Periodically engages\nwith shareowners on a variety of matters, including the financial performance, capital allocation and business strategy of the\nCompany\n\n●  Receives briefings\nfrom outside advisors and counsel on strategic, financial, legal and compliance, and other matters\n\n \n\n**In 2025, our Board worked closely with management to provide effective\noversight of key priorities, including:**\n\n●  Our continued focus\non our commitments to customers, returning value to shareowners and leveraging the breadth and scale of our business\n\n●  Risk management\nefforts, including strengthening our supply chain, executing our production ramp and continuing the expansion of our GTF aftermarket\noperations, and expanding production capacity for critical munitions\n\n●  Our strategic investments\nin technology and innovation to mature existing capabilities and introduce new capabilities for our customers, including the recent\ncertification of our GTF Advantage engine\n\n●  Ongoing attention\nto our CORE operating system, which drives continuous improvement in our operations\n\n●  Enhancing our enterprise\nsystems, including through the deployment of AI use cases to improve efficiency and productivity\n\n●  Our response to\nevolving geopolitical issues and other external conditions, including tariffs and counter-tariffs and other governmental measures\n\n●  Our talent development\nstrategies, including senior management succession planning\n\n \n \n \n\n \n\n**RTX**2026 PROXY STATEMENT    **27**\n\n[**Table of Contents**](#toc)\n\n**CORPORATE GOVERNANCE**\n\nTHE BOARD’S ROLE\n\n \n\n**RISK MANAGEMENT OVERSIGHT**\n\n \n\nThe chart below shows the current allocation of general risk oversight\nfunctions between management and the Board.\n\n \n\n**Management**\n\n \n\n**Responsible for identifying, assessing, prioritizing and managing\nthe various risks that the Company faces**\n\n \n\n●  Employs a comprehensive\nenterprise risk management (“ERM”) program\n\n●  Maintains robust internal\nprocesses and an effective internal control environment\n\n \n\n**Board of Directors**\n\n \n\n**Responsible for Board and Committee risk oversight governance,\nincluding allocation of risk oversight responsibilities**\n\n \n\n●  Audit Committee oversees\nmanagement’s ERM program\n\n●  Board has allocated\nspecific responsibilities to itself and its Committees for overseeing particular risks, as shown below\n\n \n\n \n**Full Board** \n \n \n\n●\n\nMajor strategic risks, such as geopolitical and other external conditions\n\n \n\n●\n\nEnterprise cybersecurity (e.g., IT systems, factory, supply chain and hosted services) and compliance\n\n \n\n●\n\nSuccession planning\n\n●\n\nSignificant litigation\n\n●\n\nGovernment relations\n\n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n**Audit Committee**\n\n●\n\nFinancial reporting\n\n●\n\nInternal controls\n\n●\n\nAuditing matters\n\n●\n\nTaxes\n\n●\n\nLegal, ethical and regulatory compliance programs\n\n**Governance** **Committee**\n\n●\n\nCorporate governance\n\n●\n\nConflicts of interest\n\n●\n\nDirector independence\n\n●\n\nProduct quality\n\n●\n\nProduct safety\n\n●\n\nSustainability\n\n●\n\nWorkplace safety\n\n●\n\nHuman rights\n\n●\n\nPublic policy issues\n\n●\n\nAI\n\n**Finance Committee**\n\n●\n\nCapital structure\n\n●\n\nFinancing\n\n●\n\nPensions\n\n●\n\nCapital transactions\n\n●\n\nForeign exchange\n\n●\n\nInterest rates\n\n●\n\nCorporate transactions\n\n**Human Capital &** **Compensation**\n**Committee**\n\n●\n\nExecutive compensation and benefits policies, practices and plans\n\n●\n\nIncentive plan performance metrics and goals\n\n●\n\nCompensation for senior leaders\n\n●\n\nCompensation plan design\n\n●\n\nExecutive retention\n\n●\n\nHuman capital management initiatives\n\n**Special Activities** **Committee**\n\n●\n\nClassified business\n\n●\n\nTechnology and innovation\n\n●\n\nProduct cybersecurity\n\n \n\nThe Board’s risk oversight governance framework is designed\nto enable it to understand critical near-, medium- and long-term risks in the Company’s business and strategy, allocate responsibilities\nfor risk oversight among the full Board and the Committees, evaluate the Company’s risk management processes and whether\nthey are functioning adequately, and engage in regular communications with management regarding risk trends, developments, mitigation,\nmajor issues and responsive actions. For the sake of efficiency, the full Board retains primary oversight responsibility over certain\nrisks that cut across the subject area expertise of multiple Committees, such as significant litigation and geopolitical conditions. \n\n \n\nAlthough each Committee has primary responsibility for the particular\nrisks assigned to it, the complexity of our business precludes a rigid approach to Board and Committee oversight. For example,\na risk related to AI may have implications for legal, ethical and regulatory compliance, in which case risk management would be\noverseen by both the Audit Committee and the Governance Committee. Among the Board’s approaches to addressing this complexity\nis broadening attendance at Committee meetings. Directors are encouraged, and are regularly invited by the Committee Chairs, to\nattend meetings of Committees of which they are not members. This gives our directors a stronger and more nuanced understanding\nof the risks impacting the Company and how each Committee reviews those risks. \n\n \n\n**28**    **RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**CORPORATE GOVERNANCE**\n\nTHE BOARD’S ROLE\n\n \n\nThe Company maintains robust internal processes and an effective\ninternal control environment that facilitate the identification and management of risks and regular communication with the Board.\nA core element is the Company’s ERM program, which conforms to the Enterprise Risk Management—Integrated Framework\nestablished by the Committee of Sponsoring Organizations of the Treadway Commission and is designed to identify and evaluate the\nfull range of significant risks to RTX, including legal, compliance, financial, operational, strategic and reputational risks.\nOur Finance function, in close collaboration with our Legal, Contracts & Compliance function, leads the ERM program, with an\nannual cycle for structured reviews, discussions and mitigation planning. Risks are identified and evaluated through both a “bottom-up”\nand a “top-down” process involving senior management and all of the functions and business units. Through this process,\nsenior management considers trends and developments, as well as the effectiveness of the Company’s mitigation plans. Our\nrisk management processes are informed by the results of our ERM program, including those relating to our Internal Audit plans,\nethics and compliance programs, financial reporting and SEC disclosures.\n\n \n\nThe Chief Financial Officer and the General Counsel brief the Board\nat least biannually on the most significant risks under our ERM program and the associated mitigation plans. They also annually\nbrief the Audit Committee on the ERM review process. In connection with these ERM reports and briefings, the Board reviews\nits allocation of risk oversight responsibilities among itself and the Committees.\n\n \n\nIn addition to these ERM briefings, management regularly reviews\nsignificant risks, including trends and developments, with the Board and its Committees, providing updates on long-term risks during\nannual long-range planning, strategic reviews and through regular reviews of annual operating plans, as well as providing a near-\nand medium-term focus on financial performance, market environment updates and presentations on specific associated risk areas.\nBetween Board and Committee meetings, directors receive updates regarding developments in the Company’s business as well\nas emerging risks. In addition, the Independent Lead Director regularly communicates with the CEO and other directors about emerging\nrisks and issues and the coverage of appropriate risk topics in Board meeting agendas. \n\n \n\n**Cybersecurity Risk Oversight**\n\n \n\nWe have a robust program for identifying, assessing and managing\ncybersecurity risks. These risks include those relating to our internal systems, our products, services and programs for customers,\nand our supply chain. The full Board has primary oversight responsibility for “enterprise” cybersecurity risks, such\nas those relating to our information and operational technology systems and our suppliers and partners for those systems, and it\nreceives regular briefings on these risks in addition to briefings on enterprise cybersecurity incidents and key Company defenses\nand mitigation strategies. Our Special Activities Committee has primary oversight responsibility for cybersecurity risks that relate\nto our products and services, is regularly briefed by management on such risks (including updates on product and service cybersecurity\nincidents, defenses and mitigation strategies), and supports the Board in oversight of classified business cybersecurity, such\nas with respect to Company internal information and operational technology systems. The Audit Committee also considers cybersecurity\nand data privacy risks in connection with its financial and compliance risk oversight role.\n\n \n\n**Product Safety Risk Oversight**\n\n \n\nManagement fosters a strong safety culture and maintains robust safety\nprograms across our businesses. Product safety is covered by our ERM program, and the Governance Committee has oversight responsibility\nfor product safety risks (with the Special Activities Committee assisting on classified product safety). The Governance Committee\nannually reviews our corporate product safety program, receives an update at each meeting regarding product safety matters (including\nincident metrics and managed safety issues) and regularly receives a briefing from each business unit on its product safety management\nsystem, including how the system applies in practice, as well as the business unit’s product safety culture. Our product\nsafety program also provides for immediate reporting to the Governance Committee in the event of certain significant product safety\nincidents.\n\n \n\n**Product Quality Risk Oversight**\n\n \n\nRTX is committed to providing our customers with products and services\nthat meet or exceed our quality representations and requirements. The Governance Committee meets regularly to consider the operation\nof our quality management systems on both a Company-wide and business unit-level basis, to consider our product quality culture,\nand to review the role that our quality management systems play in our core functions, including supply chain and engineering.\nOur product quality program includes a Company-wide Quality Council and a layered quality management audit structure to reduce\nenterprise risk.\n\n \n\n**Artificial Intelligence Risk Oversight**\n\n \n\nThe Governance Committee is responsible for overseeing the Company’s\nAI strategy. The Committee’s role includes review of RTX’s Responsible AI Corporate Policy, which articulates RTX’s\nAI ethical use principles, governance, training and incident response. Through this policy, RTX has established an AI risk management\nframework based on well-recognized AI governance processes to ensure our AI use complies with applicable law, our AI ethical principles\nand our Code of Conduct, and meets key stakeholder expectations. Our AI risk management framework identifies responsible leaders\nto implement its requirements for AI governance, establish incident response procedures, and deploy training, tools and communications\nto support RTX employees’ safe and ethical use of AI in our business and operations. The Board and the Committee are regularly\nbriefed regarding the implementation of RTX’s AI strategy, approach to risk management and use of AI tools to accelerate\nour product development.\n\n \n\n**RTX**2026 PROXY STATEMENT    **29**\n\n[**Table of Contents**](#toc)\n\n**CORPORATE GOVERNANCE**\n\nTHE BOARD’S ROLE\n\n \n\n**Compensation Risk Oversight**\n\n \n\nThe Human Capital & Compensation Committee (the “HCC Committee”)\nbelieves that executive compensation payouts must:\n\n \n\n●\nAlign with the Company’s financial performance\n\n●\nBe earned in a manner consistent with RTX’s Code of Conduct and other compliance policies\n\n●\nPromote long-term, sustainable value for shareowners\n\n●\nProvide fair and equitable pay to employees of comparable experience and performance who perform similar work\n\n●\nStrike a balance\nbetween appropriate levels of financial opportunity and risk\n\n \n\nThe HCC Committee identifies, monitors and mitigates compensation risk in the following ways:\n\n \n\n**Sound Incentive** **Plan Design**\n \nOur\nannual and long-term incentive plans use complementary performance metrics that are essential indicators of RTX’s financial\nhealth. The HCC Committee establishes financial performance goals that are challenging, yet realistic, and maintains the ability\nto use its discretion to adjust payouts under our annual incentive plan (“AIP”) to the extent it believes the calculated\nresults do not accurately reflect the overall quality of performance for the year. Discretionary adjustments can be made to address\nvarious circumstances, including our ability to meet customer commitments, such as those contemplated by the January 7, 2026, Executive\nOrder (*Prioritizing the Warfighter in Defense Contracting*). Further, payouts for both AIP and PSUs are capped at 200% of target.\n\n**Emphasis on** **Long-term** **Performance**\n \nLong-term incentives (“LTI”) are the cornerstone of RTX’s executive compensation program. Our LTI program incorporates long-term financial performance metrics that are designed to align executive interests with shareowner interests.\n\n**Rigorous Share** **Ownership** **Requirements**\n \nRTX maintains significant share ownership requirements for our senior executives and directors, which are intended to reduce risk by aligning their economic interests with those of our shareowners. A significant stake in future performance discourages the pursuit of short-term opportunities that can create excessive risk. See pages 35-36 for more information.\n\n**Prohibition on Short** **Sales, Pledging and** **Hedging of RTX** **Securities**\n \nRTX prohibits directors, officers and employees from entering into transactions involving short sales of our securities. Directors and executive officers are also prohibited from pledging or assigning RTX stock, stock options or other equity interests as collateral for a loan. Transactions in put options, call options or other derivative securities that have the effect of hedging the value of RTX securities also are prohibited, whether or not those securities were granted to or held, directly or indirectly, by a director, officer or employee.\n\n**Clawback Policy**\n \nThe RTX Corporation Clawback Policy is our comprehensive policy on recoupment of compensation that covers all RTX employees, including NEOs and executive officers. This policy allows RTX to recoup annual and LTI compensation in a number of circumstances, including financial restatements, compensation earned as a result of financial miscalculations, violations of RTX’s Code of Conduct and violations of post-employment restrictive covenants. Further, the RTX Corporation Executive Officer Clawback Policy, which complies with SEC regulations and NYSE listing standards, supplements, but does not replace, the RTX Corporation Clawback Policy. Under this policy, the Company can recoup covered incentive-based compensation from executive officers (as defined by the SEC) upon the occurrence of any restatement made to correct an error in previously issued financial statements due to material noncompliance with any financial reporting requirement under the securities laws. See page 61 for more information.\n\n**Restrictive** **Covenants**\n \nMembers of the Company’s Executive Leadership Group (“ELG”), which includes each of our current NEOs, may not engage in post-employment activities detrimental to RTX, such as disclosing proprietary information, soliciting RTX employees or engaging in competitive activities. See page 60 for more details.\n\n \n\n**Compensation Risk Assessment.**During 2025, the HCC Committee\nengaged FW Cook as its independent third-party consultant to perform a compensation risk assessment. As a result of this assessment,\nboth FW Cook and the HCC Committee concluded that the Company’s incentive plans do not contain risky features that are likely\nto have a material and adverse impact on the Company. Further, FW Cook and the HCC Committee concluded that the Company’s\ncompensation plans, programs and policies contain sufficient risk mitigation factors.\n\n \n\n**30**    **RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**CORPORATE GOVERNANCE**\n\nSHAREOWNER ENGAGEMENT\n\n \n\n**SUCCESSION PLANNING OVERSIGHT**\n\n \n\nThe Board has primary responsibility for CEO and senior management\nsuccession planning. The Board considers effective continuity of leadership to be critical to the Company’s success and supports\nsenior management in carefully considering and planning for successful leadership transitions. Our Chairman & CEO and the Executive\nVice President & Chief Human Resources Officer regularly meet with the Board to discuss the development of potential candidates\nfor succession to senior leadership roles, including the CEO role. The Board’s input and feedback are reflected in annual\nupdates to succession plans. Succession plans include readiness assessments, biographical information and career development plans.\n\n \n\nAfter several years of deliberate succession planning by the Board,\nMr. Calio succeeded Mr. Hayes as CEO effective May 2, 2024, and as Chairman effective April 30, 2025. Mr. Reynolds continues to\nserve as the Board’s Independent Lead Director. The Board believes that this approach to leadership succession best serves\nthe needs of the Company, as it emphasizes an orderly and stable transition supported by continuity in Board leadership. The Board\nplays an ongoing and continuous role in evaluating the Company’s leadership structure as part of its oversight of the succession\nplanning process.\n\n \n\n**GOVERNANCE AND RESPONSIBILITY OVERSIGHT**\n\n \n\nOur commitment to innovation and collaboration drives our vision\nfor a safer, more connected world, and underpins our approach to governance and responsibility, encompassing transformative technology,\nresponsible business, and people and communities. RTX innovates new technologies to positively impact the world around us, including\nthrough the development of new products to advance global aviation and support armed forces operations. We operate our business\nwith integrity and uphold the highest standards in ethical business practices, product safety and product quality. Through focused\ninvestments, volunteer commitments and strategic partnerships, we help meet the needs of our communities and build a better future\ntogether. And our high-performing teams prioritize safety to meet the needs of our customers and communities. As with risk management\noversight, the Board has allocated responsibility for the various elements of our commitment to governance and responsibility to\nthe Committees, while retaining full Board oversight of any matters that cut across the expertise of multiple Committees.\n\n \n\n**Shareowner Engagement**\n\n \n\nThe Board and RTX management believe in transparent and open communication\nwith shareowners. Over the years, these engagements have improved our corporate governance practices, led to expanded shareowner\nrights, enhanced the Board’s composition and improved the design and disclosure of our executive compensation program.\n\n \n\nWe regularly communicate with our shareowners throughout the year,\nincluding through calls, one-on-one and small group meetings, and conferences. We engage with our shareowners each Spring after\nour Proxy Statement is filed in anticipation of our Annual Meeting. We also engage with our investors each Fall to better understand\ntheir approach to the issues addressed during our Annual Meeting and other stewardship topics that arose during the proxy season\namong the broader investment community. In addition, management, at times joined by some of our independent directors, routinely\nmeets with shareowners to discuss a range of matters, including financial performance, capital allocation, end markets, business\nstrategy, executive compensation and corporate governance practices. In 2025, management participated in ten major investor conferences,\nvisited shareowners, hosted investors and analysts at a technology showcase in Paris, France, and invited shareowners to visit\nkey facilities across the Company.\n\n \n\nIn 2025, we engaged with shareowners holding RTX Common Stock\nrepresenting over 60% of our outstanding shares\n \n\n \n\n**RTX**2026 PROXY STATEMENT    **31**\n\n[**Table of Contents**](#toc)\n\n**CORPORATE GOVERNANCE**\n\nPOLITICAL ACTIVITIES AND PUBLIC POLICY ENGAGEMENT\n\n \n\n**Political Activities and Public Policy Engagement**\n\n \n\nRTX actively participates in the political and public policy process\nat the federal, state and local levels on matters that are core to our business interests. We operate in highly regulated industries,\nand our government relations initiatives are intended to educate and inform officials and the public on a broad range of public\npolicy matters that impact our businesses. These initiatives are based on the Company’s interests and needs—not based\non the personal agendas of individual directors, officers or employees—and are conducted in accordance with our Code of Conduct\nand applicable laws and regulations.\n\n \n\nAll political activities of RTX are managed at the highest levels\nof the Company. The Board of Directors, directly or through the Governance Committee, is responsible for overseeing the Company’s\nconduct of government relations activities, including its positions on significant public policy issues, advocacy efforts and political\nspending. The Governance Committee receives regular briefings from management on these matters to ensure that the Company’s\npolitical activities are well aligned with its strategy and values.\n\n \n\nThe Board also oversees the activities of the Employees of RTX Corporation\nPolitical Action Committee (“RTX PAC”). RTX PAC is voluntary, funded with employee contributions only, nonpartisan and\nsupports candidates for federal and state office and the national political organizations of both major parties—giving employees,\nregardless of their political affiliations, a way to speak with a unified voice on issues important to RTX. RTX PAC is governed\nby a Steering Committee composed of members of RTX’s leadership team and considers several criteria before approving a contribution\nto a candidate, including a determination that the candidate demonstrates a commitment to RTX’s core values. RTX PAC does\nnot give to candidates who are under Department of Justice investigation or who are under investigation for a significant violation\nof Congressional ethics rules. RTX PAC operates in accordance with all applicable laws and regulations, and its contributions are\nreflected in public filings with the Federal Election Commission.\n\n \n\nThe Executive Vice President for Global Government Relations leads\nRTX’s government relations and political activities initiatives, reports to the Governance Committee on the Company’s\npolitical and lobbying activities, including the activities of RTX PAC, and works closely with the Company’s Legal, Contracts\n& Compliance function to ensure the Company’s political activities comply with all legal requirements, established Company\npolicies and the highest ethical standards.\n\n \n\nRTX does not contribute Company funds to federal, state or local\noffice candidates, Section 527 organizations, Super PACs, independent expenditures or other ‘grassroots’ communications\nto the general public related to the support or opposition of federal, state or local candidates, ballot measures or any other\nelection-related matters.\n\n \n\nIn the ordinary course of business, RTX participates in and pays\ndues to nonprofit trade associations that help us stay abreast of technical issues and emerging trends relevant to our business,\nand provide educational and workforce development opportunities. Some trade associations use a portion of their membership dues\nfor nondeductible purposes, such as lobbying. RTX does not make payments to trade associations or other tax-exempt organizations\nthat are designated for election-related purposes.\n\n \n\nWe are transparent with respect to the Company’s political\nactivities and the activities of RTX PAC, and we fully comply with all applicable public disclosure requirements. In particular:\n\n \n\n●\nWe provide extensive information about our political activities on our website.\n\n●\nWith respect to federal lobbying, we file quarterly lobbying activity reports and semi-annual lobbying contributions reports\nwith the Clerk of the U.S. House of Representatives and the Secretary of the U.S. Senate. These reports contain details of\nour lobbying efforts, political activity and related expenditures in accordance with the Lobbying Disclosure Act, and are\npublicly accessible via the House and Senate websites and RTX’s website.\n\n●\nWith respect to state and local lobbying, our activities at the state and local level are limited and generally involve\nissues related to economic development and business regulatory matters in states where we maintain a significant business\npresence. State and local lobbying activities are disclosed in compliance with applicable laws and regulations, and, for those\njurisdictions that provide online availability, we disclose on our website where our filed reports can be obtained.\n\n●\nWe disclose, through public filings with the Federal Election Commission, the full list of candidates and committees to\nwhich RTX PAC has contributed, and we provide a link to these filings on our website.\n\n●\nWe disclose on our website a listing of the trade associations with disclosed lobbying expenses to which the Company paid\n$25,000 or more in membership dues or other contributions during the prior year, including the portion of such amounts, if\nany, that are nondeductible as a lobbying or political expenditure. In 2024, as shown in our current disclosure, no contributions\nto a single trade association with disclosed lobbying expenses exceeded $600,000.\n\n \n\nAdditional information regarding RTX’s public activities can\nbe found on our website at www.rtx.com under the heading “Who We Are/Corporate\nGovernance/Public Activities.”\n\n** **\n\n**32    RTX** 2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**Compensation of Directors**\n\n \n\n**Pay Structure**\n\n \n\n**ANNUAL RETAINER**\n\n \n\nUnder the terms of the RTX Corporation Board of Directors Deferred\nStock Unit Plan (“RTX Director DSU Plan”), annual retainers for non-employee directors are payable 40% in cash and 60%\nin deferred stock units (“DSUs”). Directors, however, may elect to receive 100% of the annual retainer in DSUs. The annual\nretainer paid to non-employee directors for the May 2025 to May 2026 Board cycle is dependent upon the role each director holds,\nas follows:\n\n \n\nRole\n     \nCash ($)\n      \nDeferred\n\nStock Units ($)\n      \nTotal Annual\n\nRetainer ($)\n\n**All Directors (base retainer)**\n\n**Additional Compensation for Services as:**\n \n$138,000\n \n$207,000\n \n**$345,000**\n\n**Independent Lead Director**\n \n$20,000\n \n$30,000\n \n**$50,000**\n\n**Audit Committee Chair**\n \n$16,000\n \n$24,000\n \n**$40,000**\n\n**Human Capital & Compensation Committee Chair**\n \n$14,000\n \n$21,000\n \n**$35,000**\n\n**Finance Committee Chair**\n \n$10,000\n \n$15,000\n \n**$25,000**\n\n**Governance and Public Policy Committee Chair**\n \n$10,000\n \n$15,000\n \n**$25,000**\n\n**Special Activities Committee Chair**\n \n$10,000\n \n$15,000\n \n**$25,000**\n\n \n\nAnnual retainers are paid each year following the Annual Meeting.\nNon-employee directors who join the Board or are appointed to a leadership role between the Annual Meeting and the end of September\nreceive 100% of the annual retainer. Non-employee directors who join the Board or are appointed to a leadership role between October\nand the next Annual Meeting receive 50% of the annual retainer.\n\n \n\nNon-employee directors do not receive additional compensation for\nattending regular Board or Committee meetings, although they do receive a $3,000 fee for special, in-person meetings. The special\nmeeting fee applies only to formal Board or Committee meetings that are not on the Board’s annual calendar and do not take\nplace during a regularly scheduled Board meeting. No special Board or Committee meetings took place in 2025. \n\n \n\n**DEFERRED RESTRICTED STOCK UNITS**\n\n \n\nDirectors appointed to the Board before October 2019 received a one-time deferred restricted stock unit (“RSU”) award. This award vested in equal portions over five years, but distribution\ndoes not occur until a director retires from the Board. Non-employee directors appointed after October 2019 did not receive a deferred\nRSU award upon joining the Board. All deferred RSUs held by directors are fully vested.\n\n \n\n**DIVIDEND TREATMENT**\n\n \n\nWhen RTX pays a dividend on RTX Common Stock to shareowners, directors\nare credited with additional DSUs and deferred RSUs equal in value to the dividend paid on the corresponding number of shares of\nRTX Common Stock.\n\n \n\n**PLAN DISTRIBUTIONS**\n\n \n\nDSUs and deferred RSUs are not distributed to directors until they\nretire from the Board. Upon retirement, RTX DSUs and deferred RSUs are converted into shares of RTX Common Stock. For our legacy\nUTC directors, upon the 2020 spinoff by United Technologies Corporation (“UTC”) of Carrier and Otis, DSUs and deferred\nRSUs originally based in UTC stock were converted into DSUs and deferred RSUs in the stock of RTX, Carrier and Otis. When these\ndirectors retire from the RTX Board, the Carrier and Otis DSUs and deferred RSUs (if any) will be distributed in cash. Directors\ncan elect to receive distributions in either a lump sum or in 10- or 15-year installments.\n\n \n\n**RTX** 2026 PROXY STATEMENT    **33**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION OF DIRECTORS**\n\n2025 DIRECTOR COMPENSATION\n\n \n\n**2025 Director Compensation**\n\n** **\n\n**Name(1)**\n**     **\n**Fees\nEarned or****Paid in Cash ($)(2)**\n**     **\n**Stock****Award ($)(3)**\n**     **\n**All\nOther****Compensation ($)(4)**\n**     **\n**Total\n($)**\n\n**Tracy A. Atkinson**\n \n$152,000\n \n$228,000\n \n$26,850\n \n     \n**$406,850**\n\n**Leanne G. Caret**\n \n$154,000\n \n$231,000\n \n$26,155\n \n \n**$411,155**\n\n**Bernard A. Harris, Jr.**\n \n$138,000\n \n$207,000\n \n$26,850\n \n \n**$371,850**\n\n**George R. Oliver**\n \n$0\n \n$345,000\n \n$25,695\n \n \n**$370,695**\n\n**Ellen M. Pawlikowski**\n \n$138,000\n \n$207,000\n \n$5,655\n \n \n**$350,655**\n\n**Denise L. Ramos**\n \n$0\n \n$345,000\n \n$1,850\n \n \n**$346,850**\n\n**Fredric G. Reynolds**\n \n$158,000\n \n$237,000\n \n$25,695\n \n \n**$420,695**\n\n**Brian C. Rogers**\n \n$0\n \n$370,000\n \n$26,850\n \n \n**$396,850**\n\n**James A. Winnefeld, Jr.**\n \n$0\n \n$370,000\n \n$31,951\n \n \n**$401,951**\n\n**Robert O. Work**\n \n$148,000\n \n$222,000\n \n$695\n \n \n**$370,695**\n\n(1)\nMr. Hayes served as a director and an executive officer of the Company until April 30, 2025. For fiscal\nyear 2025, he is not a Named Executive Officer because his compensation in 2025 was not higher than the three most highly\ncompensated executive officers at year-end. Mr. Hayes did not receive any additional compensation during the year for his\nservice as a director.\n\n(2)\nReflects the portion of the directors’ annual retainer paid in cash. Messrs. Oliver, Rogers and Winnefeld, Jr. and\nMs. Ramos elected to receive their annual cash retainer in DSUs, as detailed in footnote (3).\n\n(3)\nReflects the grant date fair value of DSU awards credited to the director’s account, including any portion of the\nannual cash retainer that the director elected to receive as DSUs. The value of DSU awards is calculated in accordance with\nFASB ASC Topic 718 using assumptions described in Note 19: Stock Based Compensation, to the Consolidated Financial Statements\nin RTX’s 2025 Annual Report on Form 10-K. The number of units credited to each director in 2025 was calculated by dividing\nthe value of the award by the NYSE closing price per share of RTX Common Stock on May 1, 2025, which was the date of the 2025\nAnnual Meeting of Shareowners, or for retainers paid to directors upon joining the Board or being appointed to a leadership\nrole (if applicable), the RTX closing stock price on the grant date. DSU awards are credited with additional units each time\nthe Company pays a dividend to shareowners and are restricted from distribution while a non-employee director serves on the\nBoard.\n\n(4)\nAmounts in this column include incidental benefits and matching contributions to eligible nonprofit organizations under\nthe Company’s matching charitable gift program that covers non-employee directors, as well as Company employees. The\nCompany’s matching charitable gifts paid in 2025 were as follows: Ms. Atkinson, $25,000; Ms. Caret, $25,000; Mr. Harris,\nJr., $25,000; Mr. Oliver, $25,000; Ms. Pawlikowski, $4,500; Mr. Reynolds, $25,000; Mr. Rogers, $25,000; and Mr. Winnefeld,\nJr., $24,700.\n\n** **\n\n**CHANGES\nTO DIRECTOR COMPENSATION**\n\nFor the May 2025 to May 2026 Board cycle, the Governance Committee increased the base retainer from\n$325,000 to $345,000 to better align with the competitive market. This change became effective on May 1, 2025, the date\nof the 2025 Annual Meeting of Shareowners. In 2025, the Governance Committee conducted a review of director compensation\nfor the May 2026 to May 2027 Board cycle and determined that no changes were necessary at that time.\n\n** **\n\n**34    RTX** 2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**Share Ownership**\n\n \n\n**Share Ownership Requirements**\n\n \n\nOur rigorous share ownership requirements, shown below, promote and\nstrengthen the alignment of our non-employee directors and senior management with the interests of our shareowners.\n\n \n\n**6x**\n\nbase salary for our Chairman & CEO role\n\n \n\n**5x**\n\nannual base cash retainer for non-employee\ndirectors\n\n \n\n**4x**\n\nbase salary for our CFO and business unit presidents\n\n \n\n**3x**\n\nbase salary for other ELG members\n\n \n\n**2x**\n\nbase salary for other officers(1)\n\n \n\nFor the purposes of determining compliance with the RTX Share Ownership\nPolicy, shares are defined as RTX Common Stock held outright (by the executive/director or their spouse), RSUs, restricted stock\nawards and shares or share equivalents held in a Company savings plan or deferred compensation plan. Stock options, stock appreciation\nrights (“SARs”) and PSUs are excluded from the definition of shares under the RTX Share Ownership Policy.\n\n \n\nNon-employee directors must achieve their required ownership level\nwithin five years of joining the Board, and ELG members (including the NEOs) must achieve their ownership levels within five years\nof appointment to the ELG or a role requiring a higher level of ownership. Other officers who are not ELG members must achieve\ntheir ownership levels within five years of appointment to an officer role. An individual who has not reached the applicable ownership\nlevel after this five-year period is not permitted to sell RTX shares until that ownership level is achieved. All directors, ELG\nmembers and other officers currently comply with their respective ownership requirements or are on track to meet them within the\nfive-year period.\n\n \n\n(1)Other officers who are not ELG members.\n\n \n\n**Beneficial Share Ownership of Directors and Executive Officers**\n\n \n\nThe following table shows the beneficial ownership of RTX Common\nStock as of February 17, 2026, for: (i) each director and nominee; (ii) each NEO; and (iii) the directors and executive officers\nas a group. None of these individuals or the group as a whole beneficially owned more than 1% of RTX Common Stock as of that date.\nUnless otherwise noted, each person named in the table has sole voting power and sole investment power.\n\n \n\nName of Beneficial\nOwner\n     \nSARs Exercisable\nwithin 60 days(1)\n     \nRSUs Convertible to\n\nShares within 60 days(2)\n     \nDSUs Convertible\nto\n\nShares within 60 days(3)\n     \nTotal Shares\n\nBeneficially Owned(4)\n\n**Each director as of February 17, 2026, including the Chairman, President & CEO**\n \n \n\nT. Atkinson\n \n–\n \n–\n \n15,322\n \n19,402\n\nC. Calio\n \n291,304\n \n–\n \n–\n \n421,213\n\nL. Caret\n \n–\n \n–\n \n7,400\n \n7,400\n\nB. Harris, Jr.\n \n–\n \n–\n \n10,754\n \n10,754\n\nG. Oliver\n \n–\n \n–\n \n15,815\n \n32,081\n\nE. Pawlikowski\n \n–\n \n–\n \n15,479\n \n18,678\n\nD. Ramos\n \n–\n \n1,219\n \n27,239\n \n28,458\n\nF. Reynolds\n \n–\n \n1,244\n \n23,374\n \n46,843\n\nB. Rogers\n \n–\n \n1,244\n \n36,198\n \n42,442(5)\n\nJ. Winnefeld, Jr.\n \n–\n \n–\n \n22,558\n \n30,558\n\nR. Work\n \n–\n \n–\n \n17,155\n \n22,356\n\n \n\n**RTX** 2026 PROXY STATEMENT    **35**\n\n[**Table of Contents**](#toc)\n\n**SHARE OWNERSHIP**\n\nCERTAIN BENEFICIAL OWNERS\n\n \n\nName of Beneficial\nOwner\n     \nSARs Exercisable\n\nwithin 60 days(1)\n     \nRSUs Convertible\nto\n\nShares within 60 days(2)\n     \nDSUs Convertible\nto\n\nShares within 60 days(3)\n     \nTotal Shares\n\nBeneficially Owned(4)\n\n**CFO and other NEOs who are not also directors**\n \n \n \n \n\nN. Mitchill, Jr.\n \n175,149\n \n–\n \n–\n \n259,711\n\nP. Jasper\n \n72,085\n \n–\n \n–\n \n99,097\n\nS. Eddy\n \n118,431\n \n–\n \n–\n \n118,630\n\nT. Brunk\n \n6,554\n \n–\n \n–\n \n10,959\n\n**All directors and executive officers as a group (19 in total)(6)**\n \n**1,406,743**\n\n(1)\nNet number of shares of RTX Common Stock that would be issued to the current or former executive officers\nif their vested SARs were exercised within 60 days of February 17, 2026. Once vested, each SAR can be exercised for the number\nof shares of RTX Common Stock having a value equal to the difference between the market price on the exercise date and the\nexercise price of the SAR. The estimated net number of shares of RTX Common Stock was calculated using $203.50 per share,\nwhich was the NYSE closing price of RTX Common Stock on February 17, 2026.\n\n(2)\nEach non-employee director appointed to the Board prior to October 2019 received deferred RSUs that vest in equal portions\nover five years and are distributed in shares of RTX Common Stock when the director retires from the Board. The table reflects\nthe vested deferred RSUs, which are the number of shares in which the director has the right to acquire beneficial ownership\nat any time within 60 days of February 17, 2026, following the director’s retirement from the Board.\n\n(3)\nReflects the previously accrued portion of the non-employee director’s annual retainer earned in DSUs, which are\nrestricted from distribution until retirement. The table reflects the number of shares in which the director or nominee has\nthe right to acquire beneficial ownership at any time within 60 days of February 17, 2026, following the director’s\nretirement from the Board.\n\n(4)\nReflects holdings by the director, nominee or officer of all shares beneficially owned and awards convertible to shares\nwithin 60 days of February 17, 2026.\n\n(5)\nIncludes shares for which voting and investment power is jointly held by the director: B. Rogers (5,000 shares).\n\n(6)\nHoldings, as of February 17, 2026, of the directors and executive officers who are listed in the Company’s 2025\nAnnual Report on Form 10-K.\n\n \n\n**Certain Beneficial Owners**\n\n \n\nThe following table shows all holders known to RTX to be beneficial\nowners of more than 5% of the outstanding shares of RTX Common Stock as of December 31, 2025.\n\n \n\nName and Address\n     \nShares\n     \nPercent of Class\n\n**Vanguard Group, Inc.(1)**\n\n**P.O. Box 2600**\n\n**Valley Forge, PA 19482-2600**\n\n \n124,986,171\n \n9.3%\n\n**BlackRock, Inc.(2)**\n\n**50 Hudson Yards**\n\n**New York, NY 10001**\n\n \n104,920,146\n \n7.8%\n\n**State Street Corporation(3)**\n\n**1 Congress Street, Suite 1**\n\n**Boston, MA 02114-2016**\n\n \n91,884,588\n \n6.8%\n\n**Capital Research Global Investors(4)**\n\n**333 South Hope Street, 55th Floor**\n\n**Los Angeles, CA 90071**\n\n \n76,140,352\n \n5.7%\n\n(1)\nBased on a Form 13F filed with the SEC by Vanguard Group, Inc. (“Vanguard”) on January 29,\n2026, as of December 31, 2025, Vanguard held sole voting power with respect to 19,434 shares of RTX Common Stock, shared voting\npower with respect to 8,166,292 shares of RTX Common Stock, sole investment discretion with respect to 111,788,856 shares\nof RTX Common Stock, and no voting or investment discretion with respect to any other shares of RTX Common Stock. Vanguard’s\nmost recent Schedule 13G/A for RTX was filed with the SEC on February 13, 2024.\n\n(2)\nBased on a Form 13F filed with the SEC by BlackRock, Inc. (“BlackRock”) on February 12, 2026, as of December\n31, 2025, BlackRock held sole voting power with respect to 97,984,630 shares of RTX Common Stock, sole investment discretion\nwith respect to 104,920,146 shares of RTX Common Stock, and no voting or investment discretion with respect to any other shares\nof RTX Common Stock. BlackRock’s most recent Schedule 13G/A for RTX was filed on January 26, 2024.\n\n(3)\nBased on a Form 13F filed with the SEC by State Street Corporation (“State Street”) on February 13, 2026, as\nof December 31, 2025, State Street held sole voting power with respect to 6,581,924 shares of RTX Common Stock, shared voting\npower with respect to 37,202,192 shares of RTX Common Stock, shared investment discretion with respect to 91,884,588 shares\nof RTX Common Stock, and no voting or investment discretion with respect to any other shares of RTX Common Stock. State Street’s\nmost recent Schedule 13G/A for RTX was filed with the SEC on January 30, 2024.\n\n(4)\nBased on a Form 13F filed with the SEC by Capital Research Global Investors (“Capital”) on February 11, 2026,\nas of December 31, 2025, Capital held sole voting power with respect to 76,118,391 shares of RTX Common Stock, shared investment\ndiscretion with respect to 76,140,352 shares of RTX Common Stock, and no voting or   investment discretion with respect\nto any other shares of RTX Common Stock. Capital’s most recent Schedule 13G/A for RTX was filed with the SEC on February 9,\n2024.\n\n** **\n\n**36    RTX** 2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**Proposal 2:**\n\n**Advisory Vote to Approve\nExecutive Compensation**\n\n \n\n**What\nam I\nvoting on?**\nEach year we ask shareowners to **approve, on an advisory basis, the compensation of our Named Executive Officers (“NEOs”).**Before voting, we encourage you to read and consider the Compensation Discussion and Analysis on pages 39-62, along with the compensation tables on pages 64-77.\n\n** **\n\n**How is shareowner feedback considered?**\n\n \n\nRTX values and considers shareowner views when making executive\ncompensation decisions. Over the years, shareowner input has substantially contributed to the philosophy that underpins the design\nof our executive compensation program—our Guiding Principles—which are described on page 42 of this Proxy Statement.\nWe continue to engage with investors each year to solicit their views on our executive compensation programs. The Human Capital & Compensation Committee (the “HCC Committee”) uses this feedback in its evaluation and oversight of our program.\nShareowner feedback is also reflected in our ongoing effort to make the compensation information in our proxy statements clear\nand transparent.\n\n \n\n**Why should I vote for this proposal?**\n\n \n\nThe HCC Committee is committed to designing an executive compensation\nprogram that is structured to advance our fundamental objective: aligning our executives’ compensation with the long-term\ninterests of our shareowners. The HCC Committee’s primary goal is to ensure that our program rewards financial and operating\nperformance and effective strategic leadership—key elements in building sustainable shareowner value.\n\n \n\nIn addition, compensation opportunities are structured to:\n\n \n\n●\nFacilitate the retention of highly talented executives who are critical to our long-term success\n\n●\nDeliver fair and equitable pay to executives of comparable experience and performance who perform similar work\n\n●\nRequire ethical and responsible conduct in pursuit of our goals\n\n \n\nFurther, the performance metrics used in our incentive programs\ndirectly align with shareowner interests, with the timing and amount of actual payouts correlated to our short-, medium- and long-term\nperformance.\n\n \n\nOver the past several years, the HCC Committee has taken actions\nto reinforce these objectives, such as replacing RSUs with SARs and eliminating certain executive perquisites.\n\n \n\n**RTX**2026 PROXY STATEMENT    **37**\n\n[**Table of Contents**](#toc)\n\n**PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION**\n\n \n\nAccordingly, the Board recommends that shareowners vote **FOR** the following resolution:\n\n \n\n“RESOLVED, that the compensation of RTX’s NEOs, as\ndisclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (the “SEC”), including\nthe Compensation Discussion and Analysis, compensation tables and related information provided in this Proxy Statement, is hereby\nAPPROVED on an advisory basis.”\n\n \n\nAs a matter of law, the approval or disapproval of this Proposal\n2 may not be construed as overruling any decision by RTX or the Board, or as imposing any duty or obligation on RTX, the Board\nor any individual director.\n\n \n\n**The Board of Directors unanimously recommends a vote FOR this proposal.**\n\n \n\n**38****    RTX** 2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**Compensation Discussion\nand Analysis**\n\n \n\n**What’s\nin this\nsection?**\nIn\nthis section, we discuss our **compensation philosophy** and explain how our executive compensation program is structured\nto advance our fundamental objective of aligning our executives’ compensation with the long-term\ninterests of RTX shareowners. We also explain how the Human Capital & Compensation Committee of the Board (the “HCC\nCommittee”) determined compensation for our NEOs listed below, as well as its **rationale for specific 2025 pay decisions.**\n\n \n\n[**Executive Summary**](#rtx014050_def14ab001)\n[40](#rtx014050_def14ab001)\n\n[Shareowner Engagement on Compensation](#rtx014050_def14ab002)\n[40](#rtx014050_def14ab002)\n\n[2025 Performance Overview](#rtx014050_def14ab003)\n[40](#rtx014050_def14ab003)\n\n[How We Align Pay and Performance](#rtx014050_def14ab004)\n[42](#rtx014050_def14ab004)\n\n[**How We Make Pay Decisions and Assess** **Our** **Programs**](#rtx014050_def14ab005)\n[44](#rtx014050_def14ab005)\n\n[Roles and Responsibilities](#rtx014050_def14ab006)\n[44](#rtx014050_def14ab006)\n\n[2025 Independent Consultant Engagement](#rtx014050_def14ab007)\n[45](#rtx014050_def14ab007)\n\n[Our Compensation Peer Group and Use of Market Data](#rtx014050_def14ab008)\n[45](#rtx014050_def14ab008)\n\n[**2025 Principal Elements of Compensation**](#rtx014050_def14ab009)\n[47](#rtx014050_def14ab009)\n\n[Base Salary](#rtx014050_def14ab010)\n[47](#rtx014050_def14ab010)\n\n[Annual Incentive Awards](#rtx014050_def14ab011)\n[47](#rtx014050_def14ab011)\n\n[LTI Awards](#rtx014050_def14ab012)\n[50](#rtx014050_def14ab012)\n\n[**2025 CEO Pay Decisions**](#rtx014050_def14ab013)\n[52](#rtx014050_def14ab013)\n\n[**2025 Pay Decisions for Other NEOs**](#rtx014050_def14ab014)\n[54](#rtx014050_def14ab014)\n\n[**Other Compensation Elements**](#rtx014050_def14ab015)\n[58](#rtx014050_def14ab015)\n\n[Retirement and Deferred Compensation Benefits](#rtx014050_def14ab016)\n[58](#rtx014050_def14ab016)\n\n[Perquisites and Other Benefits](#rtx014050_def14ab017)\n[59](#rtx014050_def14ab017)\n\n[Severance and Change-in-Control Arrangements](#rtx014050_def14ab018)\n[59](#rtx014050_def14ab018)\n\n[**Other Executive Compensation Policies and** **Practices**](#rtx014050_def14ab019)\n[61](#rtx014050_def14ab019)\n\n[Post-Employment Restrictive Covenants](#rtx014050_def14ab020)\n[61](#rtx014050_def14ab020)\n\n[Clawback Policies](#rtx014050_def14ab021)\n[61](#rtx014050_def14ab021)\n\n[Equity Award Granting Policy](#rtx014050_def14ab022)\n[61](#rtx014050_def14ab022)\n\n[Prohibitions on Certain Transactions Involving RTX Stock](#rtx014050_def14ab023)\n[62](#rtx014050_def14ab023)\n\n[Employment Agreements](#rtx014050_def14ab024)\n[62](#rtx014050_def14ab024)\n\n[Tax Deductibility of Incentive Compensation](#rtx014050_def14ab025)\n[62](#rtx014050_def14ab025)\n\n**2025 NAMED EXECUTIVE OFFICERS (“NEOs”)**\n\n \n\n**Christopher T. Calio** \n\n*Chairman, President & Chief Executive Officer(1)*\n\n \n\n \n\n**Neil G. Mitchill, Jr.**\n\n*Executive Vice President & Chief Financial Officer*\n\n \n\n \n\n**Philip J. Jasper**\n\n*President, Raytheon*\n\n \n\n \n\n**Shane G. Eddy**\n\n*President, Pratt & Whitney*\n\n \n\n \n\n**Troy D. Brunk**\n\n*President, Collins Aerospace*\n\n \n\n \n \n\n(1)\nMr. Calio served as President & Chief Executive Officer until April 30, 2025, at which point he assumed the role of Chairman of the Board, becoming Chairman, President & Chief Executive Officer.\n\n \n\n**RTX** 2026 PROXY STATEMENT**    39**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\nEXECUTIVE SUMMARY\n\n \n\n**Executive Summary**\n\n \n\n**Shareowner Engagement on Compensation**\n\n \n\n**We actively seek—and highly value—feedback from\nour shareowners and their advisors. The HCC Committee considers this feedback as part of its ongoing assessment of our program’s\neffectiveness.**\n\n \n\n**Our 2025 Say-on-Pay Vote**\n\n \n\nEach year, we consider the results of our advisory vote on executive\ncompensation (“Say-on-Pay”) from the prior year.\n\n \n\nAt our 2025 Annual Meeting of Shareowners, approximately 96%\nof the votes cast were in favor of the HCC Committee’s 2024 executive compensation decisions.\n\n \n\nWe interpreted this as an endorsement of our compensation program’s\ndesign and direction.\n\n \n\n \n\n \n\n**Investor Outreach**\n\n \n\nIn 2025, our shareowner outreach efforts focused on the HCC Committee’s\npay decisions for our NEOs and how we can continue to enhance our proxy disclosure to ensure it is clear and concise. Overall,\ninvestors were supportive of our current executive compensation program design. The feedback we received on our proxy disclosure\nin response to these outreach efforts has been incorporated into this year’s disclosure. For more information on our shareowner\nengagement, see page 31.\n\n \n\n**2025 Performance Overview**\n\n \n\n**In 2025, we built upon our solid foundation by capitalizing\non the robust demand across aerospace and defense markets to deliver strong operational and financial results.**\n\n \n\nThrough continued operational discipline, each of our businesses—Collins\nAerospace, Pratt & Whitney and Raytheon—achieved organic sales growth and improved adjusted segment margins. Despite\nsignificant headwinds from unplanned tariffs, we surpassed the adjusted net sales, adjusted EPS and free cash flow expectations\nwe communicated to investors for the year. We also generated meaningful returns for our shareowners, closing the year with a total\nshareowner return (“TSR”) of 61%, outpacing the S&P 500 Index’s 18% TSR. Momentum for the future remains strong.\nWith more than $138 billion in new bookings, our backlog reached a record $268 billion.\n\n \n\nLooking ahead, we remain focused on our mission to connect and\nprotect our world. By meeting sustained demand with disciplined execution and strategic investments, we are advancing the future\nof flight, delivering smarter defense systems and developing transformative technologies that shape global progress. At RTX, we\nare well positioned to drive long-term growth and create lasting value for our shareowners, while helping our customers achieve\ntheir most critical missions.\n\n \n\n**2025 HIGHLIGHTS**\n \n \n \n\n**1.56**\n\n**book-to-bill ratio**\n**7.9%****increase**\n\n**in dividend per share**\n**$161****billion**\n\n**commercial aerospace**\n\n**backlog at year-end**\n**$107****billion**\n\n**defense backlog**\n**at year-end**\n\n \n\n**40****   RTX** 2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION\nAND ANALYSIS**\n\nEXECUTIVE SUMMARY\n\n \n\n**2025 FINANCIAL HIGHLIGHTS**\n\n \n\n**DILUTED\nEARNINGS PER SHARE**\n\n($ per share)\n      \n**CASH\nFLOW**\n\n(in billions)\n\n \n\n \n \n \n\n**NET INCOME**\n\n(in billions)\n \n**NET\nSALES**\n(in billions)\n\n \n\n \n\n(1)\nAdjusted EPS, FCF, adjusted net income and adjusted net sales are non-GAAP financial measures. See Appendix A on pages 99-101 for more information.\n\n \n\n**2025****STRATEGIC\nHIGHLIGHTS**\n\n \n\n**In 2025, we advanced our key strategic priorities with a focus\non the following:**\n\n \n\n**Executing on our customer commitments**\n \n**Innovating\nfor future growth**\n \n**Leveraging our breadth and scale**\n\nDuring the year, we capitalized on the powerful demand\nfor our products and services, and strategically deployed over $2.6 billion in capital expenditures to expand our manufacturing\ncapacity and to drive measurable efficiency gains across the enterprise. Examples include:\n\n \n\n●\n\nRaytheon increased capacity at its Redstone Missile Integration Facility by 50% and designed, developed and tested a new StormBreaker variant in just 50 days.\n\n●\n\nPratt & Whitney doubled airfoil production at its Asheville, North Carolina, facility, and raised its prior year Isothermal Forging output by 13%.\n\n●\n\nCollins Aerospace increased aircraft production rates across commercial platforms.\n\n \n\nWe remain focused on shaping the future of flight and defense\nthrough transformative technologies that deliver long-term shareowner value and meet the critical needs of our customers. \n\n \n\nIn 2025, we achieved key milestones and made several advancements\nin our innovation journey. Examples include:\n\n \n\n●\n\nRaytheon\ntransitioned its Lower Tier Air and Missile Defense Sensor program from prototype to production in five years.\n\n●\n\nPratt & Whitney continued to advance the development of hybrid-electric propulsion for regional aircraft by integrating a 250-kilowatt motor and advancing propeller technology from Collins Aerospace, targeting 20% fuel efficiency gains.\n\n●\n\nWe partnered with non-traditional A&D companies to integrate advanced artificial intelligence into select products.\n\n \n\nGuided by CORE, our enterprise operating system, we implemented\ncontinuous improvement initiatives to optimize our cost structure, enhance productivity and strengthen collaboration across business\nsegments.\n\n \n\nThrough centralization of our supply chain processes, we contained\nproduct inflation and achieved net-product savings.\n\n \n\nWe also continued to invest in digital infrastructure, AI-enabled\nanalytics and connected systems to transform data into actionable insights—advancing operational efficiency and creating\na foundation for sustained innovation.\n\n \n\n**RTX** 2026 PROXY STATEMENT   **41**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\nEXECUTIVE SUMMARY\n\n \n\n**How We Align Pay and Performance**\n\n \n\n**Our executive compensation program is structured to advance\nour fundamental objective: aligning our executives’ compensation with the long-term interests of our shareowners.**\n\n \n\nThe HCC Committee’s primary goal is to reward and recognize strong\nfinancial and operating performance and effective strategic leadership, which it believes drives long-term, sustainable shareowner\nvalue. This pay-for-performance philosophy is embedded in a set of Guiding Principles that underpin how the HCC Committee approaches\nthe design of our executive compensation program.\n\n \n\n**OUR GUIDING PRINCIPLES**\n\n \n\n**Competitive**\n\n \n\nTotal compensation should be sufficiently competitive to attract,\nretain and motivate a leadership team capable of maximizing RTX’s performance. Each element should be benchmarked relative\nto peers.\n\n \n\n**Balance**\n\n \n\nAnnual and long-term incentive opportunities should reward the\nappropriate balance of short-, medium- and long-term financial, strategic and operational business results.\n\n \n\n**Responsibility**\n\n \n\nA complete commitment to ethical and corporate responsibility\nis fundamental to our compensation program. Compensation should take into account each executive’s responsibility to act\nat all times in accordance with our Code of Conduct, our environmental, health, safety and other corporate responsibility objectives,\nand our compliance requirements. Financial, strategic and operational performance must not compromise these values.\n\n \n\n \n\n**Long-Term Focus**\n\n \n\nFor our most senior executives, long-term, stock-based compensation\nopportunities should significantly outweigh short-term, cash-based opportunities. Annual objectives should complement sustainable,\nlong-term performance.\n\n \n\n**Pay-for-Performance**\n\n \n\nA substantial portion of compensation should be variable, contingent\nand directly linked to Company, business unit and individual performance. The portion of total compensation contingent on performance\nshould increase with an executive’s level of responsibility.\n\n \n\n**Shareowner Alignment**\n\n \n\nThe financial interests of executives should be aligned with\nthe long-term interests of our shareowners through stock-based compensation and performance metrics that correlate with long-term\nshareowner value.\n\n \n\n**Fair and Equitable**\n\n \n\nCompensation programs should be designed to deliver fair and\nequitable pay to executives of comparable experience and performance who perform similar work.\n\n \n\n \n\n**42****    RTX** 2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\nEXECUTIVE SUMMARY\n\n \n\n**OVERVIEW OF 2025 PAY DECISIONS**\n\n \n\n**2025 Pay Mix**\n\n \n\nConsistent with our Guiding Principles, the largest portion of\ncompensation for our NEOs in 2025 was “at-risk” compensation—annual and LTI awards that are contingent on Company\nperformance relative to our key metrics and stock price performance. See pages 5 and 48-50 for details on the metrics we use in\nour compensation program and why they were chosen.\n\n \n\n \n\n \n\n(1)\nPercentages calculated based on 2025 total direct compensation, as shown in the table below. NEO average represents the average of all NEOs other than the CEO.\n\n \n\n**2025 Total Direct Compensation**\n\n \n\nIn making annual pay decisions, the HCC Committee focuses primarily\non “total direct compensation,” which includes our three principal elements of executive compensation: base salary, annual\nincentives and long-term incentives (“LTI”). These elements are discussed in detail on pages 47-51.\n\n \n\nTotal direct compensation is set each year to reflect the HCC\nCommittee’s assessment of Company, business unit and individual performance for the year. 2025 total direct compensation includes\n2025 base salary, 2025 annual incentives paid in the first quarter of 2026 and the February 2026 LTI grant values approved by the\nHCC Committee, which were based on its assessment of 2025 performance and the competitive market pay for each NEO’s role.\nThese LTI grant values differ from the February 2025 LTI award grant date fair values (accounting values at the time of grant)\nshown in the Summary Compensation Table on page 64, which were based on the HCC Committee’s assessment of 2024 performance and\nthe competitive market pay for each NEO’s role at that time. For more details on total direct compensation, see page 53.\n\n \n\nThe following chart shows the 2025 total direct compensation\nof our NEOs:\n\n \n\n  \nBase Salary ($K)(1) \nAnnual Incentive ($K) \nLTI ($K)(2) \nTotal Direct\n Compensation ($K)\n\nChristopher T. Calio \n$1,550 \n$5,100 \n$21,000 \n$27,650\n\nNeil G. Mitchill, Jr. \n$1,100 \n$2,525 \n$7,500 \n$11,125\n\nPhilip J. Jasper \n$835 \n$1,540 \n$4,750 \n$7,125\n\nShane G. Eddy \n$840 \n$1,425 \n$4,500 \n$6,765\n\nTroy D. Brunk \n$790 \n$1,320 \n$4,500 \n$6,610\n\n(1)\nReflects base salary in effect for each NEO as of December 31, 2025. These amounts differ from those in the Summary Compensation Table on page 64, which reflect salary adjustments (if any) made during the year.\n\n(2)\nReflects values approved by the HCC Committee for the LTI award granted on February 11, 2026. These differ from the values that will be reported in the Summary Compensation Table in 2027, which will be calculated in accordance with FASB ASC Topic 718, Compensation—Stock Compensation.\n\n \n\n**RTX** 2026 PROXY STATEMENT    **43**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\nHOW WE MAKE PAY DECISIONS AND ASSESS OUR PROGRAMS\n\n \n\n**How We Make Pay Decisions and Assess Our Programs**\n\n \n\n**Roles and Responsibilities**\n\n \n\n**Human Capital & Compensation Committee**\n\n \n\n**Oversees our programs**\n\n \n\n●\nSets the financial, strategic and operational goals and objectives for the Company, our business units, and the Chairman & CEO, as they relate to the Company’s annual and long-term incentive programs.\n\n●\nAssesses Company, business unit and NEO performance relative to the preestablished goals and objectives set for the year.\n\n●\nEvaluates the competitiveness of officers’ compensation and approves compensation adjustments, as appropriate.\n\n●\nApproves program design for executive severance, change-in-control, supplemental benefit arrangements and the Company’s Executive Leadership Group (“ELG”) program.\n\n●\nAppoints executives to the ELG.\n\n●\nReviews risk assessments as they relate to RTX’s compensation plans, policies and practices.\n\n●\nConsiders shareowner input regarding executive compensation decisions and policies.\n\n●\nReviews the Company’s human capital management initiatives.\n\n●\nEngages an independent consultant, including approving the consultant’s compensation, determining the nature and scope of its services, evaluating its performance, terminating the engagement and replacing or adding consultants as needed.\n\n \n \n\n \n\n**Management**\n\n \n\n**CEO provides input to the HCC Committee**\n\n \n\n●\nPresents the HCC Committee with recommendations for each principal element of compensation for officers other than himself.\n\n●\nConsiders the performance of each officer, their business unit and/or function, market benchmarks, internal equity and retention risk when making such recommendations.\n\n●\nHas no role in the performance evaluation or compensation decisions for himself. \n\n**Other executives provide insight and assistance**\n\n \n\n●\nOur Executive Vice President & Chief Human Resources Officer, along with RTX’s Human Resources staff, provide insight on program design and gather compensation market data to assist the HCC Committee with its decision-making process.\n\n●\nManagement also has the responsibility, delegated to it by the HCC Committee, for the administration of executive compensation plans for RTX employees who are not officers.\n\n \n \n\n \n\n**Independent Consultant**\n\n \n\n**Provides an independent perspective and assessment**\n\n \n\n●\nAdvises the HCC Committee on a variety of subjects, including compensation plan design and trends, pay-for-performance analytics, benchmarking data, setting performance goals, governance and risk assessment.\n\n●\nReports directly to the HCC Committee, participates in meetings as requested and communicates with the HCC Committee Chair between meetings as necessary.\n\n \n \n\n** **\n\n****\n\n**Shareowners**\n\n \n\n**Provide feedback on our programs**\n\n \n\nIn assessing our programs each year, the HCC Committee considers\nfeedback we receive from shareowners. Together with other factors, this helps the HCC Committee in its decision-making process\nand its ongoing assessment of program effectiveness.\n\n \n\n**44**    **RTX** 2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\nHOW WE MAKE PAY DECISIONS AND ASSESS OUR PROGRAMS\n\n \n\n**2025 Independent Consultant Engagement**\n\n \n\nIn early 2025, the HCC Committee again engaged FW Cook as its\nindependent consultant for the year. Prior to the engagement, it reviewed the firm’s qualifications, independence and any\npotential conflicts of interest. FW Cook did not perform other services for or receive other fees from the Company. As a result,\nthe HCC Committee determined that FW Cook qualified as an independent consultant. During 2025, FW Cook representatives attended\nall HCC Committee meetings.\n\n \n\nNo other consulting firm made recommendations to the HCC Committee\non RTX’s peer group composition or on the form, amount or design of executive compensation in 2025. However, the Company\ndid obtain market data from other compensation consulting firms for various purposes, including benchmarking. Generally, such data\nis also available to other consulting clients of these firms.\n\n \n\n**Our Compensation Peer Group and Use of Market Data**\n\n \n\n**How We Use Peer Group Data.** The HCC Committee believes\nthat to keep our executive compensation program sufficiently competitive, the target total direct compensation should approximate\nthe market median of the companies RTX views as competitors for senior executive talent. For this reason, we compare our executive\ncompensation program to the programs of companies within our Compensation Peer Group (“CPG”). In addition, we use market\ndata from the aerospace and defense sector, the Fortune 100 and a broader group of companies to gain insight into general compensation\ntrends and to supplement CPG market data for benchmarking when the HCC Committee finds it necessary or appropriate. \n\n \n\nThe HCC Committee annually evaluates each compensation element\nrelative to the market for each officer’s role and makes adjustments as appropriate. Individual compensation may vary from market\nmedian benchmarks based on the Committee’s assessment of other factors that it considers relevant, including Company, business\nunit, function and/or individual performance, as well as job scope, retention risk, internal pay equity and sustained performance\nover time.\n\n \n\n**How Our Compensation Peer Group is Constructed.** The\nCPG is composed of a mix of industry and non-industry peers. As part of its ongoing process, the HCC Committee regularly reviews\neach company included in the CPG and its overall composition. The previous CPG was established in 2020 following the merger of\nUnited Technologies Corporation and Raytheon Company. Since then, RTX has grown in size, while several CPG companies have sold\nor spun-off portions of their businesses. During its 2025 review, the HCC Committee made several changes to the CPG. These changes\nwere made to ensure the CPG reflects an appropriate composite of companies comparable to RTX in size and complexity, while also\nkeeping our pay programs competitive for the high-technology talent we need for future success.\n\n \n\nThe HCC Committee believes the 21 companies in our CPG (see page\n46) provide a relevant comparison based on their similarity to RTX in size, geographic footprint and operational complexity, taking\ninto account factors such as revenue, market capitalization, global scope of operations, manufacturing footprint, research and\ndevelopment activities, and technology and engineering focus. As competitors for executive talent, the CPG is used solely for the\npurpose of benchmarking executive compensation, and not as a part of the performance metrics in our incentive compensation programs.\n\n**Companies Added**\n\n \n\n+ Ford Motor Company\n\n+ Microsoft Corporation\n\n+ Nvidia Corporation\n\n \n\n**Companies Removed**\n\n \n\n- 3M\n\n- L3Harris Technologies\n\n \n\n**RTX** 2026 PROXY STATEMENT    **45**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\nHOW WE MAKE PAY DECISIONS AND ASSESS OUR PROGRAMS\n\n \n\n**OUR COMPENSATION PEER GROUP (CPG)**\n\n \n\n \n \n \n \n\n \n \n \n \n\n**Aerospace & Defense**\n**Equipment & Machinery**\n**Technology/Communications**\n**Oil & Gas**\n\nBoeing\n\nGE Aerospace\n\nGeneral Dynamics\n\nLockheed Martin\n\nNorthrop Grumman\nCaterpillar\n\nDeere\nAT&T\n\nCisco\n\nHP Inc.\n\nIBM\nIntel\n\nMicrosoft\n\nNvidia\n\nVerizon\n\nChevron\n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n**Chemicals**\n\nDow\n**Diversified Industrials**\n\nHoneywell\n**Automotive**\n\nFord\n\nGeneral Motors\n \n**Freight & Logistics**\n\nUPS\n\n** **\n\n**TIMELINE FOR COMPENSATION DECISIONS**\n\n \n\nThe HCC Committee followed the process shown below in making\npay decisions for each principal component of compensation included in 2025 total direct compensation, which includes the 2026\nLTI awards, as explained on page 53.\n\n \n\n**January\n2025**\n\nApproved 2025 base salary\nmerit adjustments.\n\nApproved 2025 annual\nincentive performance goals.\n**April\n2025******\n\n2025 base salary merit adjustments\ntook effect.\n**December\n2025**\n\nReviewed preliminary 2025\nCompany, business unit and individual\nNEO performance.\n**February\n2026**\n\nReviewed final 2025 Company,\nbusiness unit and individual NEO performance.\n\n \n\nApproved performance factors\nand individual 2025 annual incentive awards.\n\nApproved 2026 LTI awards, reflective\nof 2025 performance.\n**1st Quarter of 2026**\n\n2025 annual incentive awards\npaid.\n\n \n\n2026 LTI awards granted.\n\n \n\n**46    RTX** 2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\n2025 PRINCIPAL ELEMENTS OF COMPENSATION\n\n \n\n**2025 Principal Elements of Compensation**\n\n \n\n**Base Salary**\n\n \n\nTo attract\nand retain talented and qualified executives, we provide competitive base salaries that generally target the market median, but may range\nabove or below it based on tenure and experience, sustained performance over time, job scope and responsibilities, retention risk and\ninternal pay equity. Each year, the HCC Committee reviews the CEO’s\nrecommendations for base salary merit adjustments for our NEOs, relative to market ranges for each NEO’s role. The HCC Committee has complete\ndiscretion to modify or approve the CEO’s\nrecommendations, and the CEO is not involved in its determination of his base salary.\n\n \n\n**Annual Incentive Awards**\n\n \n\nAnnual incentive awards, which are granted under the RTX Corporation\nExecutive Annual Incentive Plan (“AIP”), are an integral component of our executive compensation program. The AIP reinforces\nCompany and business unit goals, promotes the achievement of these goals and enables us to attract, retain and motivate the highest caliber\nof executive talent.\n\n \n\n**HOW ANNUAL INCENTIVE AWARDS ARE DETERMINED**\n\n \n\nTo align with\nthe Company’s\nfocus on achieving the financial commitments we make to our investors, the HCC Committee determined that, beginning in 2025, the funding\nformula for the AIP would be solely based on the financial performance of the Company and our business units, and would no longer consider\nnon-financial\nperformance measures (see page 6 for details on the HCC Committee’s\ndecision).\n\n \n\nThe following formula is the basis for determining the 2025 annual incentive\nawards for our NEOs:\n\n \n\n \n\nThough performance relative to preestablished financial goals is the\nprimary basis for determining the performance factors under the AIP, the HCC Committee retains the right to make discretionary adjustments\nto how it measures annual incentive performance to maintain the integrity of the goals as originally established. In the past, it has\nmade both positive and negative adjustments. Examples of situations that could result in discretionary adjustments include:\n\n \n\n●\nSignificant, unforeseen circumstances beyond management’s control that affected performance relative to the\nestablished goals, including certain nonrecurring charges and credits unrelated to operating performance\n\n●\nChanges in tax laws and accounting rules that positively or negatively impact performance\n\n●\nChanges to the Company’s capital structure (restructuring, acquisitions and divestitures)\n\n \n\nIn addition, each NEO begins the year with individual financial, strategic\nand/or operational objectives. Based on the CEO’s performance assessment of the NEOs (other than himself), it may be recommended\nthat the HCC Committee increase or decrease the award a NEO would otherwise receive based on the approved performance factor. The HCC\nCommittee considers these recommendations and makes adjustments as it deems appropriate. The individual performance adjustments for our\nexecutive officers may range from a 100% decrease to the approved performance factor (e.g., a zero payout), up to a 30% increase to the\napproved performance factor. However, no payout under the AIP can be greater than 200% of target. When determining individual performance\nadjustments (if any), the HCC Committee also considers each executive’s responsibility to act at all times in accordance with our Code\nof Conduct, Company policies and compliance requirements.\n\n \n\n**RTX** 2026 PROXY STATEMENT**    47**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\n2025 PRINCIPAL ELEMENTS OF COMPENSATION\n\n \n\n**2025 ANNUAL INCENTIVE TARGETS**\n\n \n\nEach NEO has an annual incentive target that is expressed as a percentage\nof the NEO’s base salary as in effect on December 1, 2025. These targets are based on relevant market data for each NEO’s\nrole. Changes in target percentages that occur mid-year (usually due to a change in role) are prorated. For the 2025 plan year, the HCC\nCommittee increased annual incentive targets (effective on January 1, 2025) for our NEOs to maintain market competitiveness.\n\n \n\nNEO\n     \n2024\n     \n2025\n\n**Christopher T. Calio**\n \n175%\n \n200%\n\n**Neil G. Mitchill, Jr.**\n \n115%\n \n125%\n\n**Philip J. Jasper**\n \n105%\n \n115%\n\n**Shane G. Eddy**\n \n105%\n \n115%\n\n**Troy D. Brunk**\n \n105%\n \n115%\n\n \n\n**2025 PERFORMANCE METRICS AND WEIGHTINGS**\n\n \n\nAs shown in the charts below, performance for our Corporate executives\n(Messrs. Calio and Mitchill) is measured on a Company-wide basis, with equal weight given for earnings and free cash flow. For business\nunit executives (Messrs. Jasper, Eddy and Brunk), performance metrics are measured at both the business unit and Company-wide level, with\nearnings and free cash flow (“FCF”) weighted at 25% each. This program design is intended to motivate our business unit executives\nboth to deliver on customer commitments and to leverage Company-wide resources to advance technology and innovation. Payout funding ranges\nfrom 0% to 200% of target for all metrics.\n\n \n\n \n \n**Performance Goals**\n\n \n     \nEarnings\n     \nFCF\n\n**Corporate\nExecutives**\n\nFunding\nbased entirely on Company-wide performance\n\n \n\n \n\n**Business\nUnit Executives**\n\nFunding based equally on business unit performance\nand Company-wide performance\n\n \n\nCompany-Wide    Business Unit\n\n \n\n \n\n \n\nAt its January 2025 meeting, the HCC Committee approved performance\nmetric definitions for earnings and free cash flow for the 2025 AIP. Consistent with prior years, the HCC Committee included adjustments\nfor changes in tax laws and accounting rules—factors outside of our employees’ control that can materially distort financial\nresults. Applying the same principle, the HCC Committee concluded that changes in laws and regulations impacting tariffs should be neutralized\nfor AIP performance purposes, because they are externally imposed, unpredictable and unrelated to operational execution. These adjustments\nare consistent with the HCC Committee’s belief that AIP outcomes should reflect business performance—not external policy shifts\nthat employees cannot control.\n\n \n\n**PERFORMANCE METRICS DEFINITIONS**\n\n \n\n \n     \n**Company-Wide Metrics**\n     \n**Business Unit Metrics**\n\n \n \nRTX Earnings\n \nRTX FCF\n \nBusiness Unit Earnings\n \nBusiness Unit FCF\n\n**How are AIP financial metrics defined?**\n \nWe start with a GAAP measure: RTX’s net income attributable to common shareowners.(1)\n \nWe start by subtracting one GAAP measure from another: RTX’s consolidated net cash flow from operating activities, less\nRTX’s capital expenditures.(1)\n \nWe start with a GAAP measure: segment operating income.(1)\n \nWe start with an internal measure based on business unit net cash flow from operating activities, less business unit capital\nexpenditures.\n\n \n \nThen we adjust for the impact of certain items and external events unrelated to our operating performance. These may include,\nin any given year, changes in tax laws, tariffs and accounting rules, restructuring costs, the impact of acquisitions and\ndivestitures (including acquisition accounting adjustments, if applicable), and significant and/or nonrecurring items. See\nAppendix B on page 102 for additional details.\n\n**Why did the HCC Committee choose these metrics?**\n \nThe HCC Committee believes adjusted net income is relevant because it measures the immediate impact of operating decisions\non RTX’s overall performance, and includes the impact of items such as tax, interest and foreign exchange fluctuations,\nwhich are managed at the Corporate level.\n \nThe HCC Committee believes that FCF performance is a relevant measure of our ability to generate cash to fund our operations\nand key business investments and to return capital to our shareowners.\n \nThe HCC Committee believes that operating income, exclusive of tax, interest and foreign exchange exposure, should be the\nfocus of our business units.\n \nThe HCC Committee believes that FCF performance is a relevant measure of the business units’ ability to generate cash\nto fund their operations and key business investments.\n\n \n\n(1)\nAs reported in our 2025 Annual Report on Form 10-K.\n\n \n\n**48    RTX** 2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\n2025 PRINCIPAL ELEMENTS OF COMPENSATION\n\n \n\n**Why we use non-GAAP financial metrics for our annual incentives**\n\n \n\nThe HCC Committee believes that, to encourage decision-making aimed at long-term value creation, annual incentives should\nreflect the financial impact (positive or negative) of short-term decisions made in the best interest of RTX’s long-term business\nstrategies. Through the adjustments noted on the prior page, our non-GAAP metrics allow for a clearer assessment of business\nperformance and more closely align our AIP with the annual non-GAAP financial expectations we communicate to shareowners.\n\n \n\n**HOW WE PERFORMED ON OUR 2025 PERFORMANCE GOALS**\n\n \n\nThe HCC Committee established goals for earnings and free cash flow\nat threshold, target and maximum performance levels, both for the Company overall and for each business unit. Performance relative to\nthese goals determines the performance factors used to fund the annual incentive pool for Corporate executives and for executives in each\nbusiness unit. For 2025, Company-wide AIP earnings and free cash flow goals were set to align with the expectations we communicated to\ninvestors for the year.\n\n \n\nPerformance below the threshold level will result in 0% funding for\nthat metric, while performance above the maximum level cannot exceed the maximum funding level of 200%. Performance that falls between\nthe threshold, target and maximum levels results in funding between the applicable levels.\n\n \n\n**2025 COMPANY-WIDE GOALS, RESULTS AND PERFORMANCE\nFACTORS**\n\n \n\n \n \n \n \n2025 Goals\n \n \n \n \n\nFinancial Metric\n     \nWeight\n     \nThreshold\n\n(50% funding)\n     \nTarget\n\n(100% funding)\n     \nMaximum\n\n(200% funding)\n     \n2025\n\nResults(1)\n     \nPerformance Factors\n\nEarnings—adjusted net income ($M)\n \n50%\n \n$7,090\n \n$8,340\n \n$9,590\n \n$9,115\n \n162%\n\nFree Cash Flow ($M)\n \n50%\n \n$6,065\n \n$7,500\n \n$8,935\n \n$8,448\n \n166%\n\n**RTX Performance Factor**\n \n \n \n \n \n \n \n \n \n \n \n**164%**\n\n \n\nRTX’s 2025 GAAP net income\nof $6,732 million was adjusted to $9,115 million for AIP purposes and RTX’s 2025 free cash flow of $7,940 million was adjusted\nto $8,448 million for AIP purposes.(1) These adjusted AIP metrics measure net income and free cash flow exclusive of\nthe impacts of changes in tax laws, tariffs and/or accounting rules, restructuring costs, acquisitions and divestitures (including\nacquisition accounting adjustments), and significant and/or nonrecurring items. All adjustments made to earnings and free cash\nflow for AIP purposes aligned with the definitions approved by the HCC Committee at its January 2025 meeting.\n\n \n\n**2025 BUSINESS UNIT GOALS, RESULTS AND PERFORMANCE\nFACTORS**\n\n \n\n \n     \n**Business Unit Goals and Results(2)**\n\n \n \nBusiness Unit Earnings\n     \nBusiness Unit FCF\n\n**What 2025 financial goals were set for annual incentive purposes?**\n \nAdjusted operating income goals ranged from $2,830 million to $5,140 million for our business\nunits.\n \nFCF goals ranged from $2,085 million to $4,205 million for our business units.\n\n**What were the financial results used for annual incentive purposes?**\n \nAdjusted operating income results ranged from $2,858 million to $5,147 million for our business\nunits.\n \nFCF results ranged from $2,245 million to $4,471 million for our business units.\n\n**What were the resulting performance factors for each metric?**\n \nRanged from 101% to 159% of target.\n \nRanged from 121% to 151% of target.\n\n**What were the performance factors for each metric after applying the 50% weighting of the Company-wide factor for each metric?**\n \nRanged from 132% to 161% of target.\n \nRanged from 144% to 159% of target.\n\n \n\nCombining the factors for each metric shown above, the performance factors\nfor our business units ranged from **143%**to **152%**of target.\n\n \n\n(1)\nAdjusted net income and free cash flow are metrics used solely for AIP purposes and are\ndefined in Appendix B on page 102. These metrics differ from other non-GAAP metrics used and described in Appendix A.\n\n(2)\nSee the table on page 48 and Appendix B on page 102 for details on how we calculate earnings and FCF for the purposes of determining\nbusiness unit financial performance factors.\n\n \n\n**RTX** 2026 PROXY STATEMENT    **49**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\n2025 PRINCIPAL ELEMENTS OF COMPENSATION\n\n \n\n**LTI Awards**\n\n \n\n**LTI MIX**\n\n \n\n**The HCC Committee annually reviews the design of our LTI awards to\nensure consistency with our program’s fundamental objective of aligning the interests of executives and shareowners while\nattracting and retaining talented senior leaders.**\n\n \n\nIn 2025, the LTI mix for our NEOs was 60% PSUs and 40% SARs. The HCC\nCommittee believes each LTI vehicle serves a specific objective:\n\n \n\n●\nPSUs encourage the achievement of important financial goals and align payouts with the shareowner experience.\n\n●\nSARs motivate prudent long-term decision-making and have strong pay-for-performance alignment since they have no value unless the stock price increases from the price on the grant date.  \n\n \n\n**PERFORMANCE SHARE UNITS**\n\n \n\n**2025–2027 PSUs.**2025 PSUs will vest following the end of\na three-year performance period, subject to Company performance relative to preestablished financial performance goals. Executives must\nalso be employed by the Company on the vesting date, with exceptions for death, disability, qualifying separation within two years of\na change-in-control, retirement and certain involuntary terminations.\n\n \n\nIf RTX achieves target-level performance for all four metrics, 100%\nof the PSUs granted would vest at the end of the performance period. Vesting factors can range from 0% if all metrics fall below threshold-level performance to 200% if all metrics meet or exceed maximum-level performance. Each PSU converts into one share of RTX Common Stock\nupon vesting. The goals established for our 2025–2027 PSUs are as follows:\n\n \n\n**PERFORMANCE GOALS AND WEIGHTINGS FOR 2025–2027\nPSUs**\n\n \n\nMetric\n     \nWeighting\n     \nThreshold\n\n(25% payout)\n     \nTarget\n\n(100% payout)\n     \nMaximum\n\n(200% payout)\n\n**Adjusted Earnings Per Share(1)**\n\n●  Measured using a compound annual growth\nrate over the three-year performance period\n\n●  Goals align with our mid-range strategic business plan\n\n \n\n \n1.4%\n \n7.1%\n \n10.5%\n\n**Return on Invested Capital (“ROIC”)(1)**\n\n●  Calculated using a quarterly average over the three-year performance\nperiod\n\n \n\n \n7.5%\n \n8.7%\n \n9.5%\n\n**TSR vs. Core A&D Peers(2)**\n\n●  Measures RTX’s cumulative three-year TSR(3) percentile rank relative to our nine Core A&D Peers\n\n●  Payout for this portion of the award is capped at 100%\nof target if RTX’s TSR is negative\n\n \n\n \n25th\n\npercentile\n \n50th\n\npercentile\n \n75th\n\npercentile\n\n**TSR vs. S&P 500 Index Companies**\n\n●  Measures RTX’s cumulative three-year TSR(3)\npercentile rank relative to the companies within the S&P 500 Index at the beginning of the performance period\n\n●  Payout for this portion\nof the award is capped at 100% of target if RTX’s TSR is negative\n\n \n\n \n25th\n\npercentile\n \n50th\n\npercentile\n \n75th\n\npercentile\n\n \n\n(1)\nMetrics used solely for PSU purposes and are defined in Appendix B on page 102. These metrics differ from\nother non-GAAP metrics used and described in Appendix A on pages 99-101.\n\n(2)\nFor the 2025 PSUs, Core A&D Peers consist of Airbus, Boeing, GE Aerospace, General Dynamics, Honeywell, L3Harris, Lockheed\nMartin, Northrop Grumman and Safran.\n\n(3)\nSee Appendix B on page 102 for details on how TSR is calculated.\n\n \n\n**50    RTX** 2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\n2025 PRINCIPAL ELEMENTS OF COMPENSATION\n\n \n\n**What the HCC Committee Considers when Setting Performance Goals and\nMeasuring Performance.**When setting adjusted EPS and ROIC goals for our PSU awards, the HCC Committee considers various long-term\nbusiness factors, including planned share buybacks, macroeconomic market trends and cost-reduction plans. As defined in Appendix B, adjusted\nEPS and ROIC exclude the impact of changes in tax laws, tariffs and/or accounting rules, acquisitions and divestitures (including acquisition\naccounting adjustments), restructuring, nonrecurring and other significant, nonoperational items, nonoperating pension and postretirement\nincome or expense, and changes in asset or liability valuations of deferred compensation plans recognized in interest income/ expense.\nUnder the terms and conditions of the awards, when measuring performance, the HCC Committee may also make adjustments (positively or negatively)\nto exclude certain items unrelated to operational performance when necessary to maintain the validity of the original targets.\n\n \n\n**Limit on Maximum Vesting Value.**If the value of PSUs at vesting\n(number of PSUs vesting multiplied by the closing price of RTX Common Stock on the vesting date) is greater than 400% of the value of\nthe PSUs at grant (number of PSUs that would vest at target-level performance multiplied by the closing RTX stock price on the grant date),\nthe vesting factor will be reduced so that the value delivered to executives will be no greater than 400% of the grant value.\n\n \n\n**2023–2025 PSU Vesting.**PSU awards granted on February 8,\n2023, were subject to vesting based on RTX’s three-year performance relative to preestablished goals for each of the four metrics shown\nbelow. Our performance over the three-year period resulted in the award vesting at 146% of target.  \n\n \n\nMetric(1)\n    \nWeight\n    \nThreshold\n    \nTarget\n    \nMaximum\n    \nActual\n    \nPerformance Factor\n\nAdjusted EPS(2)\n \n35%\n \n5.7%\n \n11.6%\n \n15.1%\n \n12.9%\n \n137%\n\nROIC\n \n35%\n \n6.5%\n \n7.5%\n \n8.3%\n \n7.6%\n \n109%\n\nTSR vs.\nS&P 500 Index Companies\n \n15%\n \n25th percentile\n \n50th percentile\n \n75th percentile\n \n82.7th percentile\n \n200%\n\nTSR vs. Core A&D Peers\n \n15%\n \n25th percentile\n \n50th percentile\n \n75th percentile\n \n77.7th percentile\n \n200%\n\n**Final PSU Vesting Factor**\n \n \n \n \n \n \n \n \n \n**146%**\n\n \n\n(1)\nFor a definition of performance metrics used for PSU purposes, see Appendix B on page 102.  \n\n(2)\n2025 EPS (GAAP) of $4.96 was adjusted to $6.88, in accordance with the definition we use for measuring PSU performance.\n\n \n\nIn evaluating performance for the 2023-2025 PSUs, the HCC Committee\nconcluded that changes in laws and regulations impacting tariffs should be neutralized for PSU purposes, because they are externally imposed,\nunpredictable and unrelated to operational execution. This adjustment is consistent with the HCC Committee’s belief that PSU outcomes\nshould reflect business performance—not external policy shifts that employees cannot control. Such adjustments to maintain the validity\nof the originally established goals are permitted under the terms and conditions of the 2023 PSU award.\n\n \n\n****\n\n**CHANGES TO LONG-TERM INCENTIVES IN 2026**\n\n \n\nAs described on page 6, PSUs granted in February 2026 will vest based\non RTX’s performance relative to the following metrics and weightings: EPS (30%), ROIC (30%), TSR vs. Core A&D Peers (20%),\nand TSR vs. S&P 500 Index Companies (20%). In addition, beginning with the 2026 PSU award, Textron will replace Safran in our Core\nA&D Peer group. \n\n \n\n**STOCK APPRECIATION RIGHTS**\n\n \n\nOur current LTI award program also includes grants of SARs, which entitle\nthe award recipient to receive, upon exercise, shares of RTX Common Stock with a market value equal to the difference between the market\nprice of RTX Common Stock on the date the SARs are exercised and the exercise price that was set at the grant date (i.e., the closing\nprice of RTX Common Stock on the date of grant). SARs vest and become exercisable three years from the grant date if the recipient is\nemployed by the Company on the vesting date, with exceptions for death, disability, qualifying separation within two years of a change-in-control, retirement and certain involuntary terminations. SARs expire 10 years from the grant date.\n\n \n\n**RTX** 2026 PROXY STATEMENT    **51**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\n2025 CEO PAY DECISIONS\n\n \n\n**2025 CEO Pay Decisions**\n\n \n\n**Christopher T. Calio**\n\n \n\n**Chairman, President & Chief Executive Officer**\n\n \n\nAGE 52\n\nRTX EXPERIENCE 20 YEARS\n\n \n\n \n\n \n\nMr. Calio served as President & CEO until April 30, 2025, at which\npoint he assumed the role of Chairman of the Board, in addition to\nhis role as President & CEO.\n\n \n\n**Compensation\nOverview**\n\n \n\n**Base Salary.**Mr. Calio received a base salary increase from\n$1,450,000 to $1,550,000 during 2025. Following this increase, Mr. Calio's base salary was below the market median for his role.\n\n \n\n**Annual Incentive Award.**The HCC Committee approved a\nperformance factor of 164% of target for Corporate. The HCC\nCommittee considered this factor, Mr. Calio’s leadership during\n2025 and the individual performance considerations noted here,\nand approved an annual incentive award of $5.1 million. This\namount is aligned with the Corporate performance factor.\n\n \n\n**LTI.**In consideration for Mr. Calio’s 2025 performance, the HCC Committee approved a 2026 LTI award of $21 million. This amount is\nan increase from his 2025 LTI award and is above the CPG median for his role.\n\n \n\n**Individual Performance Highlights**\n\n \n\n**Mr. Calio exhibited strong leadership driving RTX results, including:**\n\n●\nExceeding the financial expectations we communicated to\ninvestors early in the year, despite tariff-related pressures and\nsupplier challenges, which included:\n\n  \n–\nNet sales growth of 9.7% (GAAP), 9.6% (adjusted) and organic sales growth of 11%, which includes organic sales growth at each business segment.(1)\n\n \n–\nDiluted EPS of $4.96 (GAAP) and $6.29 (adjusted).(1)\n\n \n–\n$10.6 billion in cash flow from operating activities and over $2.6 billion invested in capital expenditures, resulting in $7.9 billion in free cash flow.(1)\n\n \n–\nAdjusted operating profit increased by 12% year-over-year, with growth and margin expansion across all three segments.(1)\n\n●\nAchieving record backlog of $268 billion, a 23% increase\nsince the end of 2024.\n\n●\nDriving greater technology collaboration across our business units in areas such as hybrid-electric propulsion, rotating detonation engines, attritable engines, microelectronics, high-temperature materials and autonomy—transformative capabilities for our customers that can enable expanded and new market opportunities.\n\n●\nExpanding manufacturing capacity for critical products, such\nas GTF engine MRO, munitions and Lower Tier Air and Missile Defense Sensors (LTAMDS).\n\n●\nCompleting\nthe divestiture of two non-core businesses during the year—Collins Aerospace’s actuation and flight control\nbusiness and the Simmonds Precision Products business. \n\n \n\n(1)\nSee Appendix A on pages 99-101 for details.\n\n \n\n**52    RTX** 2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\n2025 CEO PAY DECISIONS\n\n \n\n**What is total direct compensation?**\n\n \n\nIn contrast to the Summary Compensation Table (on page 64), our discussion\nof CEO and NEO pay decisions in this Proxy Statement (pages 52-57) uses a measure called total direct compensation, which the HCC Committee\nbelieves provides a more accurate picture of its annual pay decisions and reflects its most recent assessment of Company, business unit\nand individual performance, and the competitive market for each NEO’s role. Total direct compensation includes 2025 base salary\nas of year-end, 2025 annual incentive for the completed performance year and LTI as described below.\n\n \n\n**How the HCC Committee Views LTI Award Values**\n\n \n\n**Total Direct**\n\n**Compensation**\n     \nIncludes the value of LTI awards approved by the HCC Committee and granted in February 2026.\n     \nAward values relate to the HCC Committee’s assessment of 2025 performance and the competitive market pay for each NEO’s role at the time of grant.\n\n**Summary**\n\n**Compensation Table**\n \nIncludes the grant date fair value of LTI awards granted in February 2025.\n \nAward values relate back to the HCC Committee’s assessment of 2024 performance and the competitive market pay for each NEO’s role at the time of grant.\n\n \n\nSEC rules require the LTI awards granted in February 2025 to be reported\nin the Summary Compensation Table of this Proxy Statement, with a different valuation methodology than we use for total direct compensation.\nIn addition, the compensation values reported in the Summary Compensation Table include certain elements (e.g., changes in pension values,\nwhich are impacted by assumptions, such as interest rates and other formulaic compensation and benefit components) that we exclude from\ntotal direct compensation because they are not tied to performance and fall outside the scope of the HCC Committee’s annual pay\ndecisions.\n\n \n\n**CEO TOTAL DIRECT COMPENSATION: THREE-YEAR COMPARISON(1)**\n\nAs shown in the chart below, and as discussed in our Guiding Principles\non page 42, the HCC Committee believes that a substantial portion of total direct compensation should be variable, contingent and directly\nlinked to Company and individual performance. For 2025, 94% of Mr. Calio’s total direct compensation was “at-risk” variable\ncompensation.\n\n \n\n \n\n(1)\nMr. Calio was appointed President & Chief Executive Officer effective May 2, 2024, and elected Chairman\neffective April 30, 2025. Prior to his appointments to those roles, he served in the following roles: President & Chief Operating\nOfficer (March 1, 2023, to May 1, 2024), and Chief Operating Officer (March 1, 2022, to February 28, 2023).\n\n(2)\nReflects annual LTI award values approved by the HCC Committee. These values differ from those reported in the Summary Compensation\nTable on page 64, which are calculated in accordance with FASB ASC Topic 718.\n\n \n\n**RTX** 2026 PROXY STATEMENT    **53**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\n2025 PAY DECISIONS FOR OTHER NEOS\n\n \n\n**2025 Pay Decisions for Other NEOs**\n\n \n\nThe HCC Committee makes annual compensation decisions for our NEOs based\non their individual performance, the overall performance of the Company and, where applicable, the NEO’s business unit or function.\nIn the following pages, we describe the components of total direct compensation for each NEO for 2025, noting aspects of their individual\nperformance that contributed to the HCC Committee’s pay decisions (see page 53 for an explanation of total direct compensation).\n\n \n\n**Neil G. Mitchill, Jr.**\n\n \n\n**Executive Vice President & Chief Financial Officer**\n\n \n\nAGE 50\n\nRTX EXPERIENCE 11 YEARS\n\n \n\n \n\n \n\n**Compensation Overview**\n\n \n\n**Base Salary.**Mr. Mitchill received a base salary increase from\n$1,050,000 to $1,100,000 during 2025. Following this increase, Mr. Mitchill’s base salary was moderately above the market median for his\nrole.\n\n \n\n**Annual Incentive Award.**The HCC Committee approved a performance\nfactor of 164% of target for Corporate. The HCC Committee considered this factor, Mr. Mitchill’s leadership of the RTX finance function\nand the individual performance considerations noted here, and approved a $2.525 million award for 2025. This amount is above the Corporate\nperformance factor.\n\n \n\n**LTI.**In consideration of Mr. Mitchill’s 2025 performance,\nthe HCC Committee approved a $7.5 million 2026 LTI award, an amount that is above the market median for his role.\n\n \n\n**Individual Performance Highlights**\n\n \n\n**Mr. Mitchill exhibited strong leadership in:**\n\n●\nOverseeing the Company’s strong financial performance, which\nincluded exceeding the adjusted net sales, adjusted EPS and free cash flow expectations we communicated to investors for the year,\ndespite headwinds from unplanned, incremental tariffs and supplier challenges.\n\n●\nOverseeing our robust investor outreach efforts, including participating in 8 investor conferences, and meeting individually with most of our top investors.\n\n●\nLeading RTX’s disciplined capital allocation strategy, including:\n\n  \n–\nInvesting $7.7 billion in Company- and customer- funded research and development spend and capital expenditures.\n\n \n–\nIncreasing\nannual dividend rate by 7.9%(1), returning over $3.6 billion of capital to shareowners.\n\n \n–\nPaying down $3.4 billion of debt.\n\n \n–\nDeploying $85 million of capital investments in a combination of 11 new startup companies and 8 follow-on investments through RTX Ventures.\n\n \n\n(1)\nIn the second quarter of 2025, we increased our quarterly dividend from $0.63 per share to $0.68 per share.\n\n \n\n**54    RTX** 2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\n2025 PAY DECISIONS FOR OTHER NEOS\n\n \n\n**Philip J. Jasper**\n\n \n\n**President, Raytheon**\n\n \n\nAGE 57\n\nRTX EXPERIENCE 34 YEARS\n\n \n\n \n\n**Compensation Overview**\n\n \n\n**Base Salary.**Mr. Jasper received a base salary increase from\n$790,000 to $835,000 in 2025. Following this increase, Mr. Jasper’s base salary is slightly below the market median for his role.\n\n \n\n**Annual Incentive Award.**The HCC Committee approved a performance\nfactor of 152% of target for Raytheon. The HCC Committee considered this factor, Mr. Jasper’s leadership of our Raytheon business\nunit and the individual performance considerations noted here, and approved a $1.54 million award, an amount that is above the Raytheon\nperformance factor.\n\n \n\n \n\n**LTI.**In consideration of Mr. Jasper’s 2025 performance, the HCC\nCommittee approved a $4.75 million 2026 LTI award, an amount that is above the market median for his role.\n\n \n\n**Individual Performance Highlights**\n\n \n\n**Mr. Jasper exhibited strong leadership driving Raytheon results,\nincluding:**\n\n●\nSignificant financial achievements:\n\n  \n–\nNet sales growth of 5.0% (GAAP) and 4.7% (adjusted), which includes 6% organic sales\ngrowth.(1)\n\n \n–\nBacklog increase from $63 billion in 2024 to $75 billion in 2025 at accretive margins.\n\n \n–\nReturn on sales of 11.5% (GAAP and adjusted).(1)\n\n \n–\nOperating profit up 24% (GAAP) and 18% (adjusted).(1)\n\n●\nCustomer wins and operational accomplishments:\n\n  \n–\nDoubled Advanced Medium-Range Air-to-Air Missile year-over-year production.\n\n  \n–\nProactively established munitions acceleration team to support customer priorities to notably increase production\nof key munitions.\n\n \n–\nSite capacity at Raytheon’s Redstone Missile Integration Facility in Huntsville, Alabama increased by 50%. \n\n \n–\nTransitioned Lower Tier Air and Missile Defense Sensor (LTAMDS) to production after achieving Milestone C. \n\n \n–\nAwarded $1.1 billion contract from the U.S. Navy to produce AIM-9X Block II missiles, which will increase production to 2,500\nmissiles per year. \n\n \n\n(1)\nSee Appendix A on pages 99-101 for details.\n\n \n\n**RTX** 2026 PROXY STATEMENT    **55**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\n2025 PAY DECISIONS FOR OTHER NEOS\n\n \n\n**Shane G. Eddy**\n\n \n\n**President, Pratt & Whitney**\n\n \n\nAGE 61\n\nRTX EXPERIENCE 16 YEARS\n\n \n\n \n\n**Compensation Overview**\n\n \n\n**Base Salary.**Mr. Eddy received a base salary increase from $810,000\nto $840,000 during 2025. Following this increase, Mr. Eddy’s base salary is slightly below the market median for his role.\n\n \n\n**Annual Incentive Award.**The HCC Committee approved a performance\nfactor of 146% of target for Pratt & Whitney. The HCC Committee considered this factor, Mr. Eddy’s leadership of our Pratt &\nWhitney business unit and the individual performance considerations noted here, and approved a $1.425 million award, an amount that is\naligned with the Pratt & Whitney performance factor.\n\n \n\n \n\n**LTI.**In consideration of Mr. Eddy’s 2025 performance, the HCC\nCommittee approved a $4.50 million 2026 LTI award, an amount that is slightly above the market median for his role.\n\n \n\n**Individual Performance Highlights**\n\n** **\n\n**Mr. Eddy exhibited strong leadership driving Pratt & Whitney\nresults, including:**\n\n●\nSignificant financial achievements:\n\n  \n–\nNet sales growth of 17.3% (GAAP and adjusted), which includes 17% organic sales growth.(1)\n\n \n–\nReturn on sales of 7.9% (GAAP) and 8.3% (adjusted).(1)\n\n \n–\nOperating profit up 29% (GAAP) and 19% (adjusted).(1)\n\n●\nCustomer wins and operational accomplishments:\n\n  \n–\nImproved RPW1100G-JM engine Maintenance, Repair & Overall (“MRO”) output by 26% year-over year.\n\n \n–\nIncreased output of critical parts, including doubling airfoil production at our Asheville, North Carolina, facility,\n\n  \n \nand increasing Isothermal Forging output by 13% from 2024 to 2025.\n\n \n–\nAchieved Federal Aviation Administration (“FAA”) and European Aviation Safety Agency (“EASA”) engine certification\nfor the GTF Advantage engine.\n\n \n–\nReceived EASA certification for the first GTF-powered A321XLR to enter into service.\n\n \n–\nAchieved $5.3 billion in F135 engine orders, including $2.9 billion for F135 production contracts and $2.4 billion for F135 sustainment\ncontracts. \n\n \n\n(1)\nSee Appendix A on pages 99-101 for details.\n\n \n\n**56    RTX** 2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\n2025 PAY DECISIONS FOR OTHER NEOS\n\n \n\n**Troy D. Brunk**\n\n \n\n**President, Collins Aerospace**\n\n \n\nAGE 56\n\nRTX EXPERIENCE 34 YEARS\n\n \n\n** **\n\n**Compensation Overview**\n\n \n\n**Base Salary.**Mr. Brunk received a base salary increase from $750,000\nto $790,000 in 2025. Following the adjustment, Mr. Brunk’s base salary is below the market median for his role.\n\n \n\n**Annual Incentive Award.**The HCC Committee approved a performance\nfactor of 143% of target for Collins Aerospace. The HCC Committee considered this factor, Mr. Brunk’s leadership of Collins Aerospace\nand the individual performance considerations noted here, and approved a $1.32 million award. This amount aligns with the Collins Aerospace\nperformance factor.\n\n \n\n**LTI.**In February 2026, Mr. Brunk was awarded a $4.50 million\n2026 LTI award, an amount that is slightly above the market median for his role.\n\n \n\n**Individual Performance Highlights**\n\n \n\n**Mr. Brunk exhibited strong leadership driving Collins Aerospace results,\nincluding:**\n\n●\nSignificant financial achievements:\n\n  \n–\nNet sales growth of 6.8% (GAAP and adjusted), which includes 9% organic sales growth.(1)\n\n \n–\nReturn on sales of 16.3% (GAAP) and 16.2% (adjusted).(1)\n\n \n–\nOperating profit up 19% (GAAP) and 9% (adjusted).(1)\n\n●\nCustomer wins and operational accomplishments:\n\n  \n–\nSecured a $438 million Federal Aviation Administration contract to deploy next-generation surveillance radars\nthat will modernize the National Airspace System.\n\n  \n–\nImproved operational performance, achieving a 5% increase in on-time delivery.\n\n \n–\nIncreased production volume to support an increase in aircraft production rates across our commercial platforms.\n\n \n–\nDemonstrated unprecedented speed and agility to support a critical next-generation encryption contract by achieving all major\ndevelopment milestones.\n\n \n–\nAdvanced predictive health monitoring solutions for airlines as part of the Digital Alliance for Aviation.\n\n \n\n(1)\nSee Appendix A on pages 99-101 for details.\n\n \n\n**RTX** 2026 PROXY STATEMENT    **57**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\nOTHER COMPENSATION ELEMENTS\n\n \n\n**Other Compensation Elements**\n\n \n\n**Retirement and Deferred Compensation Benefits**\n\n \n\nOur retirement and deferred compensation plans play an important\nrole in our executive compensation program by providing an element of financial security that helps us attract and retain talented\nexecutives. Over the years, we have modified these programs to maintain a competitive position within an evolving market. Many\nof our NEOs were previously employed by companies that RTX acquired over the years, and therefore retain balances and/or receive\npension accruals under various formulas of these acquired companies’ plans that have since been closed.\n\n \n\n**DEFINED BENEFIT PLANS**\n\n \n\nThe Company maintains the following qualified and nonqualified\ndefined benefit plans that apply to our current NEOs:\n\n \n\n**Qualified Plans**\n\n \n\n●\nThe RTX Consolidated Pension Plan is an accumulation of all qualified pension plans of our legacy companies and companies acquired by our legacy companies.\n\n \n–\nFor legacy UTC employees, the relevant plan was closed to new hires on December 31, 2009,\nand pre-2010 hires stopped accruing benefits on December 31, 2019, when the plan was frozen, except with respect to interest\ncredits on the Cash Balance formula.\n\n \n–\nFor legacy Rockwell Collins employees, the relevant plan was closed to new hires and employees\nstopped accruing benefits on September 30, 2006, when the plan was frozen. The plan was merged into the RTX Consolidated Pension\nPlan on December 31, 2018.\n\n \n\n**Nonqualified Plans**\n\n \n\n●\nThe nonqualified UTC Pension Preservation Plan (“UTC PPP”) was closed\nto new hires on December 31, 2009. Legacy UTC employees hired prior to 2010 stopped accruing benefits on December 31, 2019,\nwhen the plan was frozen, except with respect to interest credits on the Cash Balance formula under the plan.\n\n●\nThe nonqualified Rockwell Collins Pension Plan was closed to new hires and employees stopped\naccruing benefits on September 30, 2006, when the plan was frozen. The plan was merged into the UTC PPP on December 31, 2018.\nThe majority of the assets under this plan were distributed to participants upon UTC’s acquisition of Rockwell Collins in\n2018, in accordance with the change-in-control provisions of this plan. \n\n \n\nFor additional details, refer to the Pension Benefits section\non pages 69-70.\n\n \n\n**DEFINED CONTRIBUTION AND DEFERRED COMPENSATION PLANS**\n\n \n\nThe Company maintains the following active and closed qualified\nand nonqualified defined contribution and deferred compensation plans that apply to our current NEOs:\n\n \n\n**Qualified Plans**\n\n** **\n\n●\nUnder the RTX Corporation Savings Plan (“RTX Savings Plan”), all\nplan participants are eligible to receive Company matching contributions, and for employees (like each of our NEOs) who do\nnot accrue pension benefits under the RTX Consolidated Pension Plan, an additional age-based Company retirement contribution.\n\n** **\n\n**Nonqualified Plans**\n\n \n\n●\nThe RTX Corporation Compensation Deferral Plan (“RTX CDP”) provides\neligible employees (including each of our NEOs) an opportunity to defer up to 50% of base salary and/or 80% of their annual\nincentive award. This plan also provides Company matching contributions, and, for employees not accruing pension benefits\n(like each of our NEOs), Company retirement contributions on eligible earnings above the Internal Revenue Code (“IRC”)\nlimit applicable to the qualified RTX Savings Plan.\n\n●\nRTX executives are eligible to participate in the RTX Corporation Performance Share Unit\nDeferral Plan (“RTX PSU Deferral Plan”), which allows deferrals between 10%-100% of vested PSUs. \n\n●\nThe UTC Savings Restoration Plan, the UTC Company Automatic Contribution Excess Plan and\nthe UTC Deferred Compensation Plan (applicable to legacy UTC employees) were closed to new contributions on December 31, 2022.\nThe Rockwell Collins Non-Qualified Savings Plan is also maintained by the Company but closed to new contributions. Account\nbalances for these closed plans remain subject to each participant’s distribution elections.\n\n \n\nFor additional details, see the Nonqualified Deferred Compensation\nsection on pages 71-72.\n\n \n\n**58    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\nOTHER COMPENSATION ELEMENTS\n\n \n\n**Perquisites and Other Benefits**\n\n \n\nOur approach to executive perquisites is based on the HCC Committee’s\nbelief that the continued health and financial well-being of our senior leaders is of vital interest to the Company and our shareowners.\nThe HCC Committee further believes that these benefits contribute to recruitment and retention of top talent and are consistent\nwith market practice. \n\n \n\nAs one of the leading defense contractors to the U.S. government,\nwe provide certain security benefits for our CEO (and Executive Chairman, if applicable), including personal use of the corporate\naircraft, Company-provided cars and drivers (who are trained security personnel), and a home security benefit.\n\n \n\n**PERQUISITES AND BENEFITS(1)**\n\n \n\n**Financial Planning**\n     \nAll NEOs are eligible to receive a financial planning allowance, which is capped\nat $13,500 annually.\n\n**Enhanced Basic Life** **Insurance**\n \nAll NEOs are covered by an enhanced basic life insurance benefit while employed, equal\nto three times base salary.\n\n**Executive Physical**\n \nAll NEOs are eligible to participate in the same healthcare benefits offered to other employees\nof the Company. They are also eligible for a comprehensive annual executive physical, a benefit that is capped at $5,000 annually.\n\n**ELG Long-Term Disability** **Insurance**\n \nThe ELG long-term disability program supplements the Company’s standard disability benefit\nand is paid only upon an ELG member’s disability. This annual benefit is equal to 80% of the sum of the executive’s\nbase salary and target annual incentive award at the time of disability.\n\n**Personal Aircraft Usage**\n \nRTX’s policy generally allows only our CEO to use the corporate aircraft for personal\nuse, though special approval may be given to other executives in extraordinary circumstances. The HCC Committee believes this\nis essential for security and personal safety, in addition to allowing for more efficient use of time.\n\n**Company-Provided Car** **and Driver**\n \nFor security and business efficiency reasons, our CEO has access to Company-provided cars\nand drivers (who are trained security personnel) when needed. They are primarily used for business purposes, but are also\nused in limited circumstances that have a personal element.\n\n**Security Benefit**\n \nThe Company covers the cost of the installation, maintenance and monitoring of a security\nsystem at the personal residence of our CEO.\n\n**Entertainment and** **Sporting Events**\n \nRTX’s senior executives participate in community and philanthropic activities for\nthe benefit of the Company. This may include attending various cultural, charitable, civic, entertainment and sporting events\nfor business development and relationship-building purposes and/or community involvement, and may require the purchase of\ntickets, catering and parking. Tickets may also be used for team-building events and sometimes are provided to employees,\nincluding our senior executives, for personal use.\n\n(1)\nSee footnote (6) of the Summary Compensation Table on page 65 for more details\non these perquisites/benefits. \n\n** **\n\n**Severance and Change-in-Control Arrangements**\n\n \n\n**EXECUTIVE LEADERSHIP GROUP PROGRAM**\n\n \n\nThe ELG program covers the Company’s most senior leaders\nand key executives who are potential successors to senior leadership roles. The program has been in place since 1989, but has been\nmodified over the years to align with best practices and to serve the evolving needs of the Company.\n\n \n\n**Program.**The ELG program, which covers all of our NEOs,\nprovides an RSU award with a grant value depending on role (currently no less than $1.5 million) upon an executive’s appointment\nto the ELG. The ELG RSU award acts as both a retention vehicle and cash severance replacement tool. The HCC Committee believes\nELG RSUs more closely align our executives with the interest of our shareowners than a cash severance payment would.\n\n \n\nELG RSU awards vest only if there is a qualifying separation\n(defined on page 60) and the executive enters into an agreement containing certain restrictive covenants (explained on page 60).\nELG RSUs earn dividend equivalents during the vesting period that are reinvested as additional RSUs each time the Company pays\na dividend to shareowners. These RSUs are subject to the same vesting conditions as the underlying award.\n\n \n\n**RTX**2026 PROXY STATEMENT    **59**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\nOTHER COMPENSATION ELEMENTS\n\n \n\nFrom time to time, the HCC Committee has granted ELG RSU awards\nto supplement the original ELG RSU award granted upon ELG appointment. These supplemental awards are generally intended to reinforce\nthe long-term retention needs of the Company for certain critical ELG talent, or in conjunction with a role expansion. Supplemental\nELG RSUs carry the same terms and conditions as the ELG RSU grant made upon ELG appointment. \n\n \n\n**Qualifying Separation.**Under the ELG program, a “qualifying\nseparation” is defined as:\n\n \n\n●\nA mutually agreeable separation from the Company, including an ELG member’s\nposition being eliminated or diminished by a divestiture, restructuring, shift in priorities or similar event following three\nyears of ELG membership;\n\n●\nRetirement on or after age 62 following three years of ELG membership; or\n\n●\nInvoluntary (not for cause) or voluntary (for good reason) terminations within two years\nafter a change-in-control event.\n\n** **\n\n**Restrictive Covenants.**Regardless of whether ELG separation\nbenefits are provided, all ELG members are subject to the following restrictive covenants under the ELG program and/or the terms\nof the RTX LTIP (as defined below): (i) a duty to protect confidential, sensitive and proprietary information; (ii) a two-year,\npost-employment employee non-solicitation agreement; (iii) a one-year, post-employment noncompetition agreement; (iv) a two-year,\npost-employment non-disparagement agreement; and (v) an intellectual property agreement. Where ELG separation benefits are provided,\nELG members are subject to: (a) an additional one-year, post-employment noncompetition agreement; (b) a release of claims against\nthe Company; and (c) a post-employment cooperation agreement.\n\n \n\n**RTX CORPORATION LONG-TERM INCENTIVE PLAN**\n\n \n\nUnder the RTX Corporation Long-Term Incentive Plan, as amended\nand restated (“RTX LTIP”), if a change-in-control event occurs and a plan participant has a qualifying termination within\ntwo years of that event, the vesting of outstanding LTI awards granted to such participant under the RTX LTIP would accelerate.\nFor performance-based awards, performance goals would be deemed achieved at the greater of actual or target performance levels.\n\n \n\nA change-in-control is defined in the RTX LTIP to generally mean:\n\n \n\n●\nThe acquisition by a person or a group of 20% or more of RTX’s outstanding\nshares or the combined voting power of RTX’s outstanding voting securities entitled to vote generally in the election\nof directors;\n\n●\nIncumbent directors no longer constituting a majority of the Board;\n\n●\nA merger or similar event where RTX shareowners own less than 50% of the voting shares\nof the new organization; or\n\n●\nA complete liquidation or dissolution is approved by RTX’s shareowners.\n\n \n\nA qualifying termination is defined in the RTX LTIP to mean:\n\n \n\n●\nAn involuntary (not for cause) termination; or\n\n●\nA voluntary termination for “good reason” (as defined in the plan).\n\n \n\n**60    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\nOTHER EXECUTIVE COMPENSATION POLICIES AND PRACTICES\n\n \n\n**Other Executive Compensation Policies and\nPractices**\n\n \n\nWe have adopted a number of practices and policies to help ensure\nthat our executive compensation program operates as intended and aligns with our Guiding Principles (see page 42). In addition,\nthe HCC Committee identifies, monitors and mitigates compensation risk in a number of important ways, as summarized on page 30.\n\n \n\n**Post-Employment Restrictive Covenants**\n\n \n\nELG members may not engage in activities after termination or\nretirement that are detrimental to RTX, such as disclosing proprietary information, soliciting RTX employees or engaging in competitive\nactivities. Violations can result in a clawback of annual and LTI awards.\n\n \n\n**Clawback Policies**\n\n \n\n**RTX CORPORATION CLAWBACK POLICY**\n\n \n\nThe RTX Corporation Clawback Policy—our comprehensive policy\non recoupment of compensation—covers all RTX employees. We have enhanced this policy several times over the years in response\nto shareowner feedback and to ensure that it continues to meet the evolving needs of the Company.\n\n \n\nUnder this policy, in the event of a financial restatement (whether\nor not this involves misconduct on the part of the employee) or a recalculation of a financial metric affecting an award, the Company\nhas the right to recover from any employee (including our NEOs and officers) annual incentive payments and gains realized from\nvested LTI awards (including both time-based and performance-based awards).\n\n \n\nClawbacks of annual incentive awards and time-based and performance-based\nLTI awards, as well as of compensation realized from prior awards, also may be triggered by violations of our Code of Conduct,\nfailure to adhere to employee health and safety standards, violations of post-employment restrictive covenants or the exposure\nof RTX to excessive risk, as determined under our Enterprise Risk Management program. In addition, we have the right to recover\ncompensation when an employee’s negligence (including negligent supervision of a subordinate) causes significant harm to\nRTX. If required or otherwise appropriate, the Company may publicly disclose the circumstances surrounding the HCC Committee’s\ndecision to seek recoupment. The Policy can be found on the Corporate Governance page of our website at https://www.rtx.com/who-we-are/corporate-governance#documents.\n\n \n\n**RTX CORPORATION EXECUTIVE OFFICER CLAWBACK POLICY**\n\n \n\nThe RTX Corporation Executive Officer Clawback Policy is intended\nto comply with Section 10D of the Exchange Act and Section 303A of the NYSE Listed Company Manual. This policy requires the Company\nto recoup erroneously awarded, covered incentive-based compensation from executive officers (as defined by the SEC) if any restatement\nis made to correct an error in previously issued financial statements due to material noncompliance with any financial reporting\nrequirement under the securities laws. This policy supplements, but does not replace, the RTX Corporation Clawback Policy and\ncan be found at https://www.rtx.com/who-we-are/corporate-governance#documents.\n\n \n\n**Equity Award Granting Policy**\n\n \n\nIn December 2024, the Company adopted the RTX Corporation Equity\nAward Granting Policy. The policy provides that, in order to minimize the risk of award decisions being made while the Company\nis in possession of material non-public information, it is the Company’s intent to grant equity-based awards on regularly scheduled\npredetermined dates that fall outside of the period beginning four trading days before, and ending one trading day after, the filing\nor furnishing of any periodic report on Form 10-Q or Form 10-K, or any current report on Form 8-K that discloses material non-public\ninformation (“Grant Restriction Period”). \n\n \n\nAs outlined in the policy, annual equity-based awards to Company\nexecutives are to be granted within the two-week period following the first regularly scheduled Board or HCC Committee meeting\nfor the year. From time to time, the Company may also grant equity-based awards in connection with a new hire, promotion, retention\nor for various other reasons. Such grants are to be made on the first trading day of each month, unless the HCC Committee approves\nan exception. If such planned date falls within a Grant Restriction Period, the grant date shall be postponed, to the extent practicable,\nto the first trading day following the Grant Restriction Period. \n\n \n\n**RTX**2026 PROXY STATEMENT    **61**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\nOTHER EXECUTIVE COMPENSATION POLICIES AND PRACTICES\n\n \n\nThe RTX Corporation Board of Directors Deferred Stock Unit Plan\noutlines the grant timing for non-employee directors. Under the Plan, non-employee directors are granted annual Deferred Stock\nUnit awards on the date of our Annual Meeting of Shareowners. New directors joining the Board may be granted a whole or partial\nannual DSU award on the date they join the Board. For Board members appointed to a leadership role outside of the standard Board\ncycle, the grant date is the date of appointment. \n\n \n\n**Prohibitions on Certain Transactions Involving RTX Stock**\n\n \n\nRTX does not allow its directors, officers or executives to enter\ninto short sales of RTX Common Stock. Similarly, directors and executive officers may not pledge or assign an interest in RTX Common\nStock or other equity interests as collateral for a loan. Transactions in put options, call options or other derivative securities\nthat have the effect of hedging the value of RTX securities are also prohibited, whether or not those securities were granted to\nor held, directly or indirectly, by the director, officer or employee. In addition, RTX’s LTIP generally prohibits buyouts/repricing\nof underwater stock options and SARs without shareowner approval.\n\n \n\n**Employment Agreements**\n\n \n\nAs a general matter, the HCC Committee does not believe that\nfixed-term executive employment contracts guaranteeing minimum levels of compensation over multiple years enhance shareowner value.\nAccordingly, our U.S.-based executives do not have such contracts. However, in rare cases involving mergers and acquisitions, the\nHCC Committee has found such contracts to be in the Company’s best interests. In addition, over the years, the Company has\nacquired companies whose employees have existing contractual agreements. We also enter into employment agreements with executives\nbased outside the U.S. when local regulations and practices require such agreements. \n\n \n\n**Tax Deductibility of Incentive Compensation**\n\n \n\nWhile the HCC Committee considers corporate tax deductibility\nas one of several relevant factors in determining compensation, it retains the flexibility to design and maintain executive compensation\narrangements that it believes will attract and retain executive talent, even if such compensation is not deductible by the Company\nfor federal income tax purposes. For 2025, RTX’s deduction is limited to $1 million for annual compensation paid to each\nof our NEOs, as defined in IRC Section 162(m).\n\n \n\n**62    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**Report of the Human Capital &\nCompensation Committee**\n\n \n\nThe Human Capital & Compensation Committee establishes and oversees the design and function\nof RTX’s executive compensation program. We have reviewed and discussed the foregoing Compensation Discussion and Analysis\nwith the management of the Company and have recommended to the Board of Directors that the Compensation Discussion and Analysis\nbe included in RTX’s Proxy Statement for the 2026 Annual Meeting of Shareowners.\n\n** **\n\n**Human Capital &\nCompensation Committee**\n \n \n\n**Tracy\nA. Atkinson, Chair**\n \n**Fredric G. Reynolds**\n\n**George\nR. Oliver**\n \n**Brian C. Rogers**\n\n**Ellen\nM. Pawlikowski**\n \n \n\n \n\n**RTX**2026 PROXY STATEMENT    **63**\n\n[**Table of Contents**](#toc)\n\n**Compensation Tables**\n\n \n\n**Summary Compensation Table**\n\n \n\n**Year****     **\n**Salary****($)(1)****     **\n**Bonus****($)(2)****     **\n**Stock Awards****($)(3)****     **\n**Option Awards****($)(4)****     **\n**Change in Pension****Value and Nonqualified Deferred\nCompensation Earnings ($)(5)****     **\n**All Other****Compensation ($)(6)****     **\n**Total ($)**\n\n**Christopher\nT. Calio** Chairman, President & Chief Executive Officer(7)\n\n2025 \n$1,525,000 \n$5,100,000 \n$10,875,391 \n$6,753,909 \n$48,257 \n$544,269 \n$24,846,826\n\n2024 \n$1,182,500 \n$2,760,000 \n$8,315,559 \n$5,379,072 \n$0 \n$367,700 \n$18,004,831\n\n2023 \n$986,667 \n$1,410,000 \n$5,922,384 \n$3,992,454 \n$77,771 \n$354,156 \n$12,743,432\n\n**Neil\nG. Mitchill, Jr.** Executive Vice President & Chief Financial Officer\n\n2025 \n$1,087,500 \n$2,525,000 \n$4,121,652 \n$2,560,448 \n$0 \n$312,802 \n$10,607,402\n\n2024 \n$1,031,250 \n$1,500,000 \n$3,387,907 \n$2,191,232 \n$0 \n$235,983 \n$8,346,372\n\n2023 \n$956,250 \n$1,100,000 \n$2,813,482 \n$1,896,354 \n$0 \n$235,785 \n$7,001,871\n\n**Philip\nJ. Jasper** President, Raytheon\n\n2025 \n$824,615 \n$1,540,000 \n$2,536,820 \n$1,574,821 \n$36,897 \n$232,678 \n$6,745,831\n\n2024 \n$724,167 \n$950,000 \n$2,001,902 \n$1,294,720 \n$0 \n$175,444 \n$5,146,233\n\n**Shane\nG. Eddy** President, Pratt & Whitney\n\n2025 \n$832,500 \n$1,425,000 \n$2,536,820 \n$1,574,821 \n$10,707 \n$231,545 \n$6,611,393\n\n2024 \n$803,750 \n$900,000 \n$2,156,111 \n$1,394,816 \n$4,248 \n$207,534 \n$5,466,459\n\n**Troy\nD. Brunk** President, Collins Aerospace\n\n2025 \n$781,111 \n$1,320,000 \n$2,219,718 \n$1,378,423 \n$20,906 \n$171,660 \n$5,891,818\n\n2024 \n$568,462 \n$565,000 \n$3,633,256 \n$400,384 \n$0 \n$139,140 \n$5,306,242\n\n(1)\n**Salary.**Base salary shown includes any midyear adjustments.\n\n(2)\n**Bonus.**Annual incentive awards provided under the RTX Corporation Executive\nAnnual Incentive Plan are primarily based on measured performance against preestablished goals (as detailed on pages 48-49).\nHowever, the Human Capital & Compensation Committee (the “HCC Committee”) retains discretion to adjust\nannual incentive award amounts based on its assessment of overall performance. Consequently, we report annual incentive awards\nin the Bonus column rather than in a Non-Equity Incentive Plan Compensation column.\n\n(3)\n**Stock Awards.**Amounts shown include the grant date fair value of PSUs (with vesting\nassumed at 100% of target) granted in 2025 under the RTX Corporation Long-Term Incentive Plan, as amended and restated (“RTX\nLTIP”). The assumptions made in calculating the fair value of these awards are set forth in Note 19: Stock Based Compensation,\nto the Consolidated Financial Statements in RTX’s 2025 Annual Report on Form 10-K (“2025 Form 10-K”). For\nthe 2025 PSUs, if the highest level of performance is achieved for all performance metrics, the grant date fair values would\nbe: Mr. Calio, $17,679,568; Mr. Mitchill, $6,700,359; Mr. Jasper, $4,123,979; Mr. Eddy, $4,123,979; and Mr. Brunk, $3,608,481.\n\n(4)\n**Option Awards.**Amounts shown include the grant date fair value of SARs granted under\nthe RTX LTIP during 2025. The assumptions made in the valuation of these awards are set forth in Note 19: Stock Based Compensation,\nto the Consolidated Financial Statements in RTX’s 2025 Form 10-K.\n\n(5)\n**Change in Pension Value and Nonqualified Deferred Compensation Earnings.**The amounts\nin this column reflect the change (if any) in the year-over-year actuarial present value of each NEO’s accrued benefit\nunder the Company’s defined benefit plans. The legacy UTC pension plans were closed effective December 31, 2019, and\nthe legacy Rockwell Collins pension plans were closed on September 30, 2006. As a result, for our NEOs, the change in pension\nvalue is entirely attributable to year-over-year changes in pension plan actuarial assumptions. Mr. Mitchill was hired after\nthe legacy UTC pension plans were closed to new participants. Actuarial value computations are based on the assumptions established\nin accordance with FASB ASC Topic 715 and are discussed in Note 10: Employee Benefit Plans, to the Consolidated Financial\nStatements in RTX’s 2025 Form 10-K. \n\n** **\n\n**64    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION TABLES**\n\nSUMMARY COMPENSATION TABLE\n\n \n\n(6)\n**All Other Compensation.**The 2025 amounts in this column\nconsist of the following items shown in the table below. See page 59 for details on executive perquisites and other benefits.\n\n \n\n     \nName     \nPersonal Use of\nCorporate Aircraft(a)     \nExecutive Life Insurance\nPremiums(b)     \nCompany Contributions to\nDefined Contribution\nPlans(c)     \nHealth & Welfare\nBenefits(d)     \nMisc.(e)     \nTotal\n\n \nC. Calio \n$13,634 \n$7,036 \n$468,517 \n$24,416 \n$30,665 \n$544,269\n\n \nN. Mitchill, Jr. \n$0 \n$5,018 \n$258,750 \n$24,331 \n$24,703 \n$312,802\n\n \nP. Jasper \n$0 \n$3,801 \n$195,017 \n$23,488 \n$10,372 \n$232,678\n\n \nS. Eddy \n$0 \n$3,841 \n$190,575 \n$21,199 \n$15,930 \n$231,545\n\n \nT. Brunk \n$0 \n$3,599 \n$148,034 \n$15,978 \n$4,049 \n$171,660\n\n \n(a)\nIncremental variable operating costs incurred for personal air travel, which\nincludes fuel (calculated on the basis of aircraft-specific average consumption rates and fleet average fuel costs), fleet\naverage landing and handling fees, crew lodging and meal allowances, and catering and hourly maintenance contract charges,\nwhen applicable. Because fleet-wide aircraft utilization is primarily for business purposes, capital and other fixed expenditures\nare not treated as an incremental cost.\n\n \n(b)\nReflects premiums paid on an enhanced basic life insurance benefit equal to three times\nbase salary.\n\n \n(c)\nAmounts represent total Company contributions into the Company’s defined contribution\nplans—the qualified RTX Corporation Savings Plan and the nonqualified RTX Corporation Compensation Deferral Plan. Under\nthese plans, participants are eligible to receive Company matching contributions and age-based Company retirement contributions.\nHowever, Company retirement contributions are only provided to employees who are not accruing benefits under a Company pension\nplan. For further details on RTX’s qualified and nonqualified defined contribution plans, refer to pages 58 and 71-72\nof this Proxy Statement.\n\n \n(d)\nCosts associated with annual executive physicals and Company-covered health and welfare\nbenefits. The annual executive physical benefit is capped at $5,000.\n\n \n(e)\nAmounts include costs associated with membership and meeting attendance fees for an aerospace and defense industry club, a financial planning benefit, and personal use of a Company-provided car and driver used for security purposes for Mr. Calio, as well as costs associated with a spouse joining an executive at business events, employee gifts, medical transportation services, and other incidental items. Further, RTX’s senior executives participate in community and philanthropic activities for\nthe benefit of the Company. This may include attending various cultural, charitable, civic, entertainment and sporting events\nfor business development and relationship-building purposes and/or community involvement, and may require the purchase of\ntickets, catering and parking. Tickets may also be used for team-building events and sometimes are provided to employees,\nincluding our senior executives, for personal use; the incremental cost of such use is included in this column.\n\n(7)\nMr. Calio served as President & Chief Executive Officer until April 30, 2025, when he assumed the role of Chairman of the Board, becoming Chairman, President & Chief Executive Officer. \n\n** **\n\n**RTX**2026 PROXY STATEMENT    **65**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION TABLES**\n\nGRANTS OF PLAN-BASED AWARDS\n\n \n\n**Grants of Plan-Based Awards**\n\n \n\n** **** **\n** **** **\n**Estimated\nFuture Payouts under Equity****Incentive\nPlan Awards(1)**** **\n**All\nOther Option Awards: Number\nof Securities\nUnderlying\nOptions (#)(2)**** **\n** \nExercise or Base\nPrice of Option Awards ($/Sh)(3)**** **\n**Grant\nDate Fair\nValue of Stock\nand Option Awards ($)(4)**\n\n**Grant\nDate****     **\n**Approval\nDate****     **\n**Threshold\n(#)****     **\n**Target\n(#)****     **\n**Maximum\n(#)****     **\n**     **\n**     **\n\nC. Calio \n  \n  \n  \n  \n  \n  \n \n\n2/6/2025 \n1/31/2025 \n2,997 \n79,910 \n159,820 \n– \n– \n$10,875,391\n\n2/6/2025 \n1/31/2025 \n– \n– \n– \n185,700 \n$128.78 \n$6,753,909\n\nN. Mitchill,\nJr. \n  \n  \n  \n  \n  \n  \n \n\n2/6/2025 \n1/31/2025 \n1,136 \n30,285 \n60,570 \n– \n– \n$4,121,652\n\n2/6/2025 \n1/31/2025 \n– \n– \n– \n70,400 \n$128.78 \n$2,560,448\n\nP. Jasper \n  \n  \n  \n  \n  \n  \n \n\n2/6/2025 \n1/31/2025 \n699 \n18,640 \n37,280 \n– \n– \n$2,536,820\n\n2/6/2025 \n1/31/2025 \n– \n– \n– \n43,300 \n$128.78 \n$1,574,821\n\nS. Eddy \n  \n  \n  \n  \n  \n  \n \n\n2/6/2025 \n1/31/2025 \n699 \n18,640 \n37,280 \n– \n– \n$2,536,820\n\n2/6/2025 \n1/31/2025 \n– \n– \n– \n43,300 \n$128.78 \n$1,574,821\n\nT. Brunk \n  \n  \n  \n  \n  \n  \n \n\n2/6/2025 \n1/31/2025 \n612 \n16,310 \n32,620 \n– \n– \n$2,219,718\n\n2/6/2025 \n1/31/2025 \n– \n– \n– \n37,900 \n$128.78 \n$1,378,423\n\n(1)\nReflects the number of PSUs granted under the RTX LTIP during 2025, which vest\nbased on Company performance relative to four performance metrics and the executive’s continued employment, except in\nthe case of death, disability, qualifying separation within two years of a change-in-control, retirement or certain involuntary\nterminations. Vesting occurs following the three-year performance period with payouts ranging from 3.75%, if threshold performance\nis achieved for one of the TSR metrics that are weighted at 15%, to a maximum payout of 200%, if maximum performance is achieved\nfor all four metrics. If RTX’s three-year TSR is negative, the payout for each TSR portion of the award is capped at\n100%, regardless of RTX’s performance relative to the companies within the S&P 500 Index and our Core A&D Peers.\nUnvested PSUs do not earn dividend equivalents. Vested PSUs are settled in unrestricted shares of RTX Common Stock at the\nend of the performance period following the HCC Committee’s review and approval of performance achievement levels.\n\n(2)\nReflects the number of SARs granted under the RTX LTIP during 2025, which vest and become\nexercisable three years from the grant date. Vesting is subject to the executive’s continued employment, except in the\ncase of death, disability, qualifying separation within two years of a change-in-control, retirement and certain involuntary\nterminations. Exercised SARs are settled in unrestricted shares of RTX Common Stock.\n\n(3)\nThe SAR exercise price equals the NYSE closing price of RTX Common Stock on the grant date.\n\n(4)\nReflects the grant date fair value of awards granted in 2025, with vesting assumed at 100%\nof target for PSUs. Values are calculated in accordance with FASB ASC Topic 718 but exclude the effect of estimated forfeitures.\n\n** **\n\n**66    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION TABLES**\n\nOUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END\n\n \n\n**Outstanding Equity Awards at Fiscal Year-End**\n\n \n\n** **** **\n**Option\nAwards**** **\n**Stock\nAwards**\n\n**Grant\nDate****     **\n**Number\nof**\n**Securities**\n**Underlying**\n\n**Unexercised**\n\n**Options (#)**\n**(Exercisable)****     **\n**Number\nof**\n\n**Securities**\n\n**Underlying**\n**Unexercised**\n**Options\n(#)**\n**(Unexercisable)(1)****     **\n**Option**\n\n**Exercise**\n\n**Price ($)(2)****     **\n**Option**\n\n**Expiration**\n**Date****     **\n**Number\nof**\n**Shares or**\n**Units of Stock**\n\n**That Have Not**\n**Vested (#)****     **\n**Market\nValue of**\n\n**Shares or Units**\n**of Stock That**\n\n**Have Not**\n\n**Vested ($)(3)****     **\n**Equity\nIncentive**\n\n**Plan Awards:**\n**Number of**\n**Unearned**\n\n**Shares, Units or**\n**Other Rights**\n\n**That Have Not**\n**Vested (#)(4)****     **\n**Equity\nIncentive**\n\n**Plan Awards:**\n**Market or**\n**Payout\nValue of**\n**Unearned**\n**Shares, Units\nor**\n\n**Other Rights**\n**That Have Not**\n**Vested ($)(5)**\n\nC.\nCalio \n  \n  \n  \n  \n  \n  \n  \n \n\n2/6/2025 \n– \n185,700 \n$128.78 \n2/5/2035 \n– \n– \n159,820 \n$29,310,988\n\n2/8/2024 \n– \n247,200 \n$91.04 \n2/7/2034 \n– \n– \n177,950 \n$32,636,030\n\n2/8/2023 \n– \n161,900 \n$97.65 \n2/7/2033 \n– \n– \n89,710 \n$16,452,759\n\n2/15/2022 \n135,400 \n– \n$94.04 \n2/14/2032 \n– \n– \n– \n–\n\n2/8/2021 \n43,900 \n– \n$72.49 \n2/7/2031 \n– \n– \n– \n–\n\n2/4/2020 \n91,912 \n– \n$90.73 \n2/3/2030 \n– \n– \n– \n–\n\n2/5/2019 \n54,810 \n– \n$71.62 \n2/4/2029 \n– \n– \n– \n–\n\n1/2/2018 \n31,199 \n– \n$76.00 \n1/1/2028 \n– \n– \n– \n–\n\n1/18/2017 \n– \n– \n– \n– \n18,765(6) \n$3,441,501 \n– \n–\n\nN.\nMitchill, Jr. \n  \n  \n  \n  \n  \n  \n  \n \n\n2/6/2025 \n– \n70,400 \n$128.78 \n2/5/2035 \n– \n– \n60,570 \n$11,108,538\n\n2/8/2024 \n– \n100,700 \n$91.04 \n2/7/2034 \n– \n– \n72,500 \n$13,296,500\n\n2/8/2023 \n– \n76,900 \n$97.65 \n2/7/2033 \n– \n– \n42,617 \n$7,816,031\n\n2/15/2022 \n77,400 \n– \n$94.04 \n2/14/2032 \n– \n– \n– \n–\n\n4/26/2021 \n16,900 \n– \n$81.00 \n4/25/2031 \n– \n– \n– \n–\n\n2/8/2021 \n18,900 \n– \n$72.49 \n2/7/2031 \n– \n– \n– \n–\n\n2/4/2020 \n52,280 \n– \n$90.73 \n2/3/2030 \n– \n– \n– \n–\n\n2/5/2019 \n46,377 \n– \n$71.62 \n2/4/2029 \n– \n– \n– \n–\n\n1/2/2018 \n19,394 \n– \n$76.00 \n1/1/2028 \n– \n– \n– \n–\n\n1/18/2017 \n– \n– \n– \n– \n18,765(6) \n$3,441,501 \n– \n–\n\nP.\nJasper \n  \n  \n  \n  \n  \n  \n  \n \n\n2/6/2025 \n– \n43,300 \n$128.78 \n2/5/2035 \n– \n– \n37,280 \n$6,837,152\n\n2/8/2024 \n– \n59,500 \n$91.04 \n2/7/2034 \n– \n– \n42,840 \n$7,856,856\n\n2/8/2023 \n– \n21,900 \n$97.65 \n2/7/2033 \n2,832(7) \n$519,389 \n8,074 \n$1,480,735\n\n2/15/2022 \n26,100 \n– \n$94.04 \n2/14/2032 \n– \n– \n– \n–\n\n2/8/2021 \n16,100 \n– \n$72.49 \n2/7/2031 \n– \n– \n– \n–\n\n2/4/2020 \n37,945 \n– \n$90.73 \n2/3/2030 \n– \n– \n– \n–\n\n1/28/2020 \n– \n– \n– \n– \n12,684(6) \n$2,326,246 \n– \n–\n\n2/5/2019 \n23,552 \n– \n$71.62 \n2/4/2029 \n– \n– \n– \n–\n\n \n\n**RTX**2026 PROXY STATEMENT    **67**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION TABLES**\n\nOUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END\n\n \n\n** **** **\n**Option Awards**** **\n**Stock Awards**\n\n**Grant Date****     **\n**Number of Securities Underlying Unexercised\nOptions (#)\n(Exercisable)****     **\n**Number of Securities\nUnderlying Unexercised Options (#) (Unexercisable)(1)****     **\n**Option Exercise\nPrice ($)(2)****     **\n**Option Expiration Date****     **\n**Number of Shares or Units of Stock That\nHave Not Vested (#)****     **\n**Market Value of Shares or Units of Stock That\nHave Not\nVested ($)(3)****     **\n**Equity Incentive Plan Awards: Number of\nUnearned Shares, Units or Other Rights That Have Not\nVested (#)(4)****     **\n**Equity Incentive Plan Awards: Market or\nPayout Value of\nUnearned Shares, Units or Other Rights That Have Not Vested ($)(5)**\n\nS. Eddy \n  \n  \n  \n  \n  \n  \n  \n \n\n2/6/2025 \n– \n43,300 \n$128.78 \n2/5/2035 \n– \n– \n37,280 \n$6,837,152\n\n2/8/2024 \n– \n64,100 \n$91.04 \n2/7/2034 \n– \n– \n46,140 \n$8,462,076\n\n2/8/2023 \n– \n56,700 \n$97.65 \n2/7/2033 \n– \n– \n31,405 \n$5,759,604\n\n2/15/2022 \n58,000 \n– \n$94.04 \n2/14/2032 \n– \n– \n– \n–\n\n2/8/2021 \n16,600 \n– \n$72.49 \n2/7/2031 \n– \n– \n– \n–\n\n2/4/2020 \n40,475 \n– \n$90.73 \n2/3/2030 \n– \n– \n– \n–\n\n2/5/2019 \n38,000 \n– \n$71.62 \n2/4/2029 \n– \n– \n– \n–\n\n11/1/2016 \n– \n– \n– \n– \n30,753(6) \n$5,640,100 \n– \n–\n\nT. Brunk \n  \n  \n  \n  \n  \n  \n  \n \n\n2/6/2025 \n– \n37,900 \n$128.78 \n2/5/2035 \n– \n– \n32,620 \n$5,982,508\n\n12/18/2024 \n– \n– \n– \n– \n17,790(6) \n$3,262,686 \n– \n–\n\n3/1/2024 \n– \n– \n– \n– \n11,527(6) \n$2,114,052 \n– \n–\n\n2/8/2024 \n– \n18,400 \n$91.04 \n2/7/2034 \n2,199(7) \n$403,297 \n8,790 \n$1,612,086\n\n2/8/2023 \n– \n12,600 \n$97.65 \n2/7/2033 \n2,442(7) \n$447,863 \n3,482 \n$638,617\n\n(1)\nSARs scheduled to vest on the third anniversary of the grant date, subject\nto the executive’s continued employment with the Company, except in the case of death, disability, qualifying separation\nwithin two years of a change-in-control, retirement and certain involuntary terminations. SARs granted on February 8, 2023,\nvested on February 8, 2026.\n\n(2)\nThe exercise price of each SAR is equal to the NYSE closing price of RTX Common Stock on\nthe grant date. However, for SARs granted prior to April 3, 2020, exercise prices shown were adjusted upon the spinoffs of\nCarrier and Otis, in accordance with plan rules and the Employee Matters Agreement, as amended.\n\n(3)\nCalculated by multiplying the number of unvested RSUs by the NYSE closing price of RTX\nCommon Stock on the last trading day of 2025.\n\n(4)\nPSUs scheduled to vest following the three-year performance/time-based vesting period.\nVesting is subject to Company performance relative to preestablished performance goals and the executive’s continued\nemployment with the Company, except in the case of death, disability, qualifying separation within two years of a change-in-control,\nretirement and certain involuntary terminations. PSUs are settled following the HCC Committee’s certification of performance\nachievement levels. Pursuant to SEC rules, the number of shares shown with respect to PSU awards granted in 2024 and 2025\nassumes maximum-level performance, based on vesting estimates as of December 31, 2025. For PSUs granted on February 8, 2023,\na performance factor of 146% is shown, reflecting the number of shares that vested on February 8, 2026.\n\n(5)\nCalculated by multiplying the number of unvested PSUs by the NYSE closing price of RTX\nCommon Stock on the last trading day of 2025.\n\n(6)\nELG RSUs vest in the event of a qualifying separation (as defined under the ELG program\nand detailed on pages 59-60), death or disability. Each time the Company pays a dividend to shareowners, dividend equivalents\nare reinvested as additional RSUs. The reinvested RSUs vest on the same date as the underlying RSUs.\n\n(7)\nRSUs scheduled to vest on the third anniversary of the grant date, subject to the executive’s\ncontinued employment with the Company, except in the case of death, disability, qualifying separation within two years of\na change-in-control, retirement and certain involuntary terminations. Each time the Company pays a dividend to shareowners,\ndividend equivalents are reinvested as additional RSUs. The reinvested RSUs vest on the same date as the underlying RSUs.\nRSUs granted on February 8, 2023, vested on February 8, 2026.\n\n** **\n\n**68    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION TABLES**\n\nOPTIONS EXERCISED AND STOCK VESTED\n\n \n\n**Options Exercised and Stock Vested**\n\n \n\n \n \n**Option\nAwards**\n \n**Stock\nAwards**\n\nName\n     \nNumber\nof Shares\n\nAcquired on Exercise (#)(1)\n     \nValue\nRealized\n\non Exercise ($)(2)\n     \nNumber\nof Shares\n\nAcquired on Vesting (#)(3)\n     \nValue\nRealized\n\non Vesting ($)(4)\n\n**C. Calio**\n \n8,938\n \n$858,639\n \n49,132\n \n$6,014,248\n\n**N. Mitchill, Jr.**\n \n8,938\n \n$872,723\n \n28,078\n \n$3,437,028\n\n**P. Jasper**\n \n23,500\n \n$2,029,569\n \n9,281\n \n$1,136,087\n\n**S. Eddy**\n \n58,235\n \n$4,559,226\n \n21,060\n \n$2,577,955\n\n**T. Brunk**\n \n18,773\n \n$1,187,901\n \n3,962\n \n$489,064\n\n(1)\nRTX SARs exercised during 2025. \n\n(2)\nCalculated by multiplying the number of RTX SARs exercised by the difference between the market price of RTX Common Stock\non the exercise date and the exercise price of the award. \n\n(3)\nPSUs and RSUs that vested in 2025, including shares withheld to cover U.S. Social Security and Medicare taxes due during\nthe year as a result of the executive attaining retirement-eligible status under the terms of RTX RSU awards.\n\n(4)\nCalculated by multiplying the number of vested PSUs and RSUs by the market price of RTX Common Stock on the vest date.\nMr. Brunk deferred $301,006 of his 2022 PSUs into the RTX PSU Deferral Plan (see pages 71-72).\n\n \n\n**Pension Benefits**\n\n \n\n**Overview of Plans.**Like many other RTX employees, some\nof our NEOs were previously employed by companies that we acquired over the years. Benefit accruals earned under the Company’s\npension plans depend upon the employee’s legacy company, the date the employee was hired and the pension formula in use\nat the time of the accrual.\n\n \n\nFor our current NEOs, the following Company pension plans apply:\n\n \n\n**RTX Consolidated Pension Plan:**A tax-qualified, defined\nbenefit plan that is an accumulation of all qualified pension plans of our legacy companies. \n\n \n\n●\nFor legacy UTC participants, such as Messrs. Calio and Eddy, annual compensation and annual retirement\nbenefits up to IRC limits are recognized through December 31, 2019, the date the relevant plan was frozen.\n\n●\nFor legacy Rockwell Collins participants, such as Messrs. Jasper and Brunk, annual compensation and annual retirement\nbenefits up to IRC limits are recognized through September 30, 2006, the date the relevant plan was frozen. \n\n \n\n**UTC Pension Preservation Plan (“UTC PPP”):**An\nunfunded, nonqualified defined benefit plan that mirrors the benefit formulas, retirement eligibility provisions and vesting requirements\nthat applied to legacy UTC and Rockwell Collins participants, respectively, under the RTX Consolidated Pension Plan, but provides\nbenefits that could not be accrued under the qualified plan due to IRC limits. The Rockwell Collins Non-Qualified Pension Plan\nwas merged into the UTC PPP in 2018.  Benefit formulas under the UTC PPP were frozen at the same time as their equivalent\nqualified pension plans.\n\n \n\n**Pension Formula**\n\n \n\nLegacy UTC: Legacy UTC employees hired prior to July 1, 2002,\nwere eligible for a final average earnings (“FAE”) formula through December 31, 2014. After that, they transitioned\nto a Cash Balance formula (which was already in use for those hired on or after July 1, 2002, and before January 1,\n2010). The legacy UTC pension plans were frozen on December 31, 2019. There was no pension benefit for those hired in 2010 or\nlater. \n\n \n\nMessrs. Calio and Eddy accrued benefits under the Cash Balance\nformula only. Mr. Mitchill was hired after January 1, 2010, and was never eligible to participate in the legacy UTC pension plans.\nThe legacy UTC FAE formula and Cash Balance formula are described in detail in our prior proxy statements. \n\n \n\nLegacy Rockwell Collins: For legacy Rockwell Collins employees,\nincluding Messrs. Jasper and Brunk, benefits were accrued under an FAE formula under the frozen Rockwell Collins qualified and\nnonqualified pension plans.\n\n \n\n**RTX**2026 PROXY STATEMENT    **69**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION TABLES**\n\nPENSION BENEFITS\n\n \n\n**Distribution Options.**Under the RTX Consolidated Pension\nPlan, legacy UTC participants can take distributions as either a lump sum or as annuity payments, while annuity payments are the\nonly option for legacy Rockwell Collins participants. Under the UTC PPP, in addition to lump-sum and annuity payments, legacy\nUTC participants may elect annual installments over periods between two and ten years. For legacy Rockwell Collins participants\nof the UTC PPP, a lump-sum option is available on the post-2004 portion of the benefit, in addition to monthly annuity options. The\nform of payment for nonqualified plans was generally required to be elected in advance of earning benefits under the plans. \n\n \n\n**Retirement.**For both legacy UTC and Rockwell Collins\nparticipants, the normal retirement age is 65, with early retirement benefits available under the FAE formula beginning at age\n55. FAE benefits are reduced for early retirement prior to age 62. The value of the legacy UTC Cash Balance account is not impacted\nby an employee’s age at retirement. As of December 31, 2025, Messrs. Jasper and Brunk were eligible for early retirement\nunder the FAE formula of their respective plans.\n\n \n\nName\n     \nPlan\nName\n     \nNumber\nof Years\n\nof Credited Service (#)\n     \nPresent\nValue of\n\nAccumulated\n\nBenefit ($)(1)\n     \nPayments\nDuring\n\nLast Fiscal Year ($)\n\n**C. Calio(2)**\n \nRTX Consolidated Pension Plan\n \n15\n \n$296,948\n \n–\n\n \nUTC Pension Preservation Plan\n \n15\n \n$253,104\n \n–\n\n \n**Total**\n \n**–**\n \n**$550,052**\n \n**–**\n\n**N. Mitchill, Jr.(3)**\n \nRTX Consolidated Pension Plan\n \n–\n \n–\n \n–\n\n \nUTC Pension Preservation Plan\n \n–\n \n–\n \n–\n\n \n**Total**\n \n**–**\n \n**–**\n \n**–**\n\n**P. Jasper(4)**\n \nRTX Consolidated Pension Plan\n \n15\n \n$358,293\n \n–\n\n \nUTC Pension Preservation Plan\n \n15\n \n$11,641\n \n–\n\n \n**Total**\n \n**–**\n \n**$369,934**\n \n**–**\n\n**S. Eddy(2)**\n \nRTX Consolidated Pension Plan\n \n6\n \n$181,674\n \n–\n\n \nUTC Pension Preservation Plan\n \n–\n \n–\n \n–\n\n \n**Total**\n \n**–**\n \n**$181,674**\n \n**–**\n\n**T. Brunk(4)**\n \nRTX Consolidated Pension Plan\n \n15\n \n$204,074\n \n–\n\n \nUTC Pension Preservation Plan\n \n–\n \n–\n \n–\n\n \n**Total**\n \n**–**\n \n**$204,074**\n \n**–**\n\n(1)\nThe assumptions used to determine the present value of the accumulated pension benefit under the Company’s\npension plans are generally consistent with those described in Note 10: Employee Benefit Plans, to the Consolidated Financial\nStatements in RTX’s 2025 Form 10-K. More specifically, discount rates ranging from 5.08% to 5.25% for the various pension\nplans, Pri-2012 mortality table with a plan-specific adjustment and MP-2021 to project future improvements are used.\n\n(2)\nThe following additional assumptions are used to determine the present value of the accumulated pension benefit under\nthe legacy UTC pension plans: (i) retirement at age 65 for Cash Balance benefits, because benefits are actuarially reduced\nfor commencements prior to normal retirement age (age 65); and (ii) a lump-sum payment for benefits accrued under the Cash\nBalance formula of the RTX Consolidated Pension Plan and the UTC Pension Preservation Plan.\n\n(3)\nMr. Mitchill was hired after January 1, 2010, and therefore does not participate in the legacy UTC pension plans.\n\n(4)\nThe present value of the accumulated benefits shown for Messrs. Jasper and Brunk are based on benefits earned under the\nlegacy Rockwell Collins qualified and nonqualified defined benefit pension plans, which were frozen on September 30, 2006,\nand have since merged into the RTX Consolidated Pension Plan and the UTC Pension Preservation Plan, respectively. The number\nof years of credited service reflects the years of service they had when the plans were frozen. Benefit calculations are based\non age, years of service and average annual base salary and annual incentives. All of Mr. Brunk’s nonqualified pension\nbenefits, and a portion of Mr. Jasper’s nonqualified pension benefit, were previously distributed upon UTC’s acquisition\nof Rockwell Collins in a lump-sum payment in accordance with the change-in-control provisions in that plan. The following\nassumptions are also used: (i) retirement at age 62, the earliest date a participant can retire without a reduction of benefits\ndue to age; and (ii) 100% life annuity for benefits under the plan.  \n\n** **\n\n**70    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION TABLES**\n\nNONQUALIFIED DEFERRED COMPENSATION\n\n \n\n**Nonqualified Deferred Compensation**\n\n \n\n**Active Plans.**RTX maintains the following nonqualified\ndeferred compensation plans that remain open to new contributions.\n\n \n\nPlan Name\n     \nDescription\n\n**RTX Corporation Compensation Deferral Plan (“RTX CDP”)**\n \n\nThe RTX CDP is an unfunded, nonqualified defined contribution\nplan that opened on January 1, 2023, and provides eligible employees an opportunity to defer up to 50% of base salary\nand/or 80% of annual incentive awards. Participants receive Company matching and Company retirement contributions (if\neligible) once they can no longer receive these contributions into the qualified RTX Corporation Savings Plan due to IRC\nlimits. Participants who accrue benefits under a Company-sponsored pension plan are not eligible for Company retirement\ncontributions into this plan.\n\n \n\nThe RTX CDP also provides missed Company matching and\nCompany retirement contributions (if applicable) for employees who have not reached the annual IRC compensation limit,\nbut whose contributions to the qualified RTX Corporation Savings Plan exceed the IRC annual contributions limit for the\nyear. Participants are immediately vested in their own deferrals and vest in Company contributions upon the earlier of:\n(i) two years of service with the Company; (ii) reaching age 65 ; or (iii) reaching age 55 and terminating employment\nwith the Company. Distributions of Company contributions begin upon a separation of service. Participants may elect to\nbegin distributions of employee deferrals either upon separation of service from the Company or upon a future date selected\nby the participant (which may be no earlier than three years from the date the election was made). RTX CDP balances are\ndistributed in cash, in a lump-sum payment or in annual installments over periods ranging from two to 15 years per\nthe participant’s election.\n\n**RTX Corporation Performance Share Unit Deferral Plan (“RTX PSU Deferral Plan”)**\n \nThe RTX PSU Deferral Plan is an unfunded, nonqualified deferred compensation arrangement that enables executives to defer\nbetween 10% and 100% of their vested PSU awards that would otherwise be settled in unrestricted shares of RTX Common Stock.\nThe deferred portion of the PSU award is converted into deferred stock units that accrue dividend equivalents. Participants\nmay elect to receive distributions from the plan in a lump sum or in two to 15 annual installments, either upon separation\nof service from the Company or at a future date selected by the participant (which may be no earlier than three years from\nthe year the PSUs are deferred). Distributions are made in whole shares of RTX Common Stock with any fractional units paid\nin cash.\n\n \n\n**Closed Plans.**Some of our NEOs were previously employed\nby companies that we acquired over the years, and thus retain balances in nonqualified deferred compensation plans of these acquired\ncompanies that have since been closed to new contributions. In addition, we have closed some of our legacy plans to allow for\nconsistent benefits regardless of an employee’s legacy employer. \n\n \n\nOur NEOs hold balances in the following closed nonqualified\ndeferred compensation plans: (i) UTC Company Automatic Contribution Excess Plan, which closed on December 31, 2022; (ii) UTC Deferred\nCompensation Plan, which closed on December 31, 2022; (iii) UTC Savings Restoration Plan, which closed on December 31, 2022; (iv)\nRockwell Collins Non-Qualified Savings Plan, which closed on December 31, 2019; and (v) Rockwell Collins Deferred Compensation\nPlan, which closed on December 31, 2019. Details on these plans can be found in our previous proxy statements. \n\n \n\n**Name**\n** **    \n**Plan**\n** **    \n**Executive**\n\n**Contributions**\n\n**in Last FY ($)(1)**\n** **    \n**Registrant**\n\n**Contributions**\n\n**in Last FY ($)(2)**\n** **    \n**Aggregate**\n\n**Earnings in**\n\n**Last FY ($)(3)**\n** **    \n**Aggregate**\n\n**Withdrawals/**\n\n**Distributions ($)**\n** **    \n**Aggregate**\n\n**Balance at**\n\n**Last FYE ($)(4)**\n\n**C.\nCalio**\n \nRTX\nCompensation Deferral Plan\n \n$238,975\n \n$434,767\n \n$177,195\n \n$0\n \n$1,735,536\n\n \nUTC Company Automatic\nContribution Excess Plan\n \n$0\n \n$0\n \n$15,064\n \n$0\n \n$339,883\n\n \nUTC Savings Restoration\nPlan\n \n$0\n \n$0\n \n$256,478\n \n$0\n \n$962,445\n\n**N.\nMitchill, Jr.**\n \nRTX\nCompensation Deferral Plan\n \n$142,125\n \n$223,750\n \n$175,397\n \n$0\n \n$1,207,736\n\n \nUTC Company Automatic\nContribution Excess Plan\n \n$0\n \n$0\n \n$56,147\n \n$0\n \n$434,972\n\n \nUTC Savings Restoration\nPlan\n \n$0\n \n$0\n \n$342,932\n \n$0\n \n$1,309,530\n\n**P.\nJasper**\n \nRTX\nCompensation Deferral Plan\n \n$99,081\n \n$156,517\n \n$114,850\n \n$0\n \n$370,703\n\n \nUTC Company Automatic\nContribution Excess Plan\n \n$0\n \n$0\n \n$38,816\n \n$0\n \n$191,994\n\n \nUTC Savings Restoration\nPlan\n \n$0\n \n$0\n \n$139,981\n \n$0\n \n$342,152\n\n \nRockwell Collins Deferred\nCompensation Plan\n \n$0\n \n$0\n \n$37,232\n \n$0\n \n$200,966\n\n \nRockwell Collins\nNon-Qualified Savings Plan\n \n$0\n \n$0\n \n$442,774\n \n$0\n \n$1,146,311\n\n \n\n**RTX**2026 PROXY STATEMENT    **71**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION TABLES**\n\nNONQUALIFIED DEFERRED COMPENSATION\n\n \n\n**Name**\n**     **\n**Plan**\n**     **\n**Executive**\n\n**Contributions**\n\n**in Last FY ($)(1)**\n**     **\n**Registrant**\n\n**Contributions**\n\n**in Last FY ($)(2)**\n**     **\n**Aggregate**\n\n**Earnings in**\n\n**Last FY ($)(3)**\n**     **\n**Aggregate**\n\n**Withdrawals/**\n\n**Distributions ($)**\n**     **\n**Aggregate**\n\n**Balance at**\n\n**Last FYE ($)(4)**\n\n**S. Eddy**\n \nRTX\nCompensation Deferral Plan\n \n$93,825\n \n$155,433\n \n$153,643\n \n$0\n \n$1,062,489\n\n \nUTC Company Automatic\nContribution Excess Plan\n \n$0\n \n$0\n \n$55,079\n \n$0\n \n$419,245\n\n \nUTC Savings Restoration\nPlan\n \n$0\n \n$0\n \n$311,770\n \n$0\n \n$1,216,388\n\n**T.\nBrunk**\n \nRTX\nCompensation Deferral Plan\n \n$220,510\n \n$109,534\n \n$117,722\n \n$0\n \n$756,540\n\n \nUTC Company Automatic\nContribution Excess Plan\n \n$0\n \n$0\n \n$24,489\n \n$0\n \n$139,994\n\n \nUTC Savings Restoration\nPlan\n \n$0\n \n$0\n \n$50,929\n \n$0\n \n$150,081\n\n \nUTC Deferred Compensation\nPlan\n \n$0\n \n$0\n \n$128,748\n \n$0\n \n$721,033\n\n \nRTX PSU Deferral Plan\n \n$289,745\n \n$0\n \n$328,159\n \n$0\n \n$336,215\n\n \nRockwell Collins\nNon-Qualified Savings Plan\n \n$0\n \n$0\n \n$14,422\n \n$0\n \n$38,526\n\n(1)\nAmounts shown are included in the Salary and Bonus columns of the Summary Compensation Table on page\n64, except for contributions into the RTX PSU Deferral Plan, which are included in the Options Exercised and Stock Vested\ntable on page 69.\n\n(2)\nAmounts shown are included in the All Other Compensation column of the Summary Compensation Table on page 64.\n\n(3)\nAmounts shown reflect hypothetical investment returns (less fees, if applicable) based on fixed income, bond and equity\nindices selected by the participant. Participants also may elect RTX stock units with dividend reinvestments (except under\nthe UTC Company Automatic Contribution Excess Plan). These returns do not constitute above-market earnings.\n\n(4)\nThe sum of contributions (by both the executive and RTX) and credited earnings on those prior deferrals, less withdrawals.\nOf these totals, the following amounts have been included in the Summary Compensation Table in prior years: Mr. Calio, $1,245,996;\nMr. Mitchill, $1,210,024; Mr. Jasper, $139,695; Mr. Eddy, $274,999; and Mr. Brunk, $216,434.\n\n** **\n\n**72    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION TABLES**\n\nPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL\n\n \n\n**Potential Payments upon Termination or Change-in-Control**\n\n \n\nFor descriptions of our Executive Leadership Group (“ELG”)\nprogram and the RTX Corporation Long-Term Incentive Plan (“RTX LTIP”), see pages 59-60.\n\n \n\n**CHRISTOPHER T. CALIO**\n\n \n\nThe table below shows the estimated value of payments and benefits\nthat Mr. Calio would have been entitled to receive had his employment terminated on December 31, 2025, under various hypothetical\ncircumstances.\n\n \n\n** **\n**     **\n**Involuntary\nSeparation\n(for Cause)(1)**\n**     **\n**Involuntary\nSeparation\n(without Cause)(2)**\n**     **\n**Voluntary\nSeparation(3)**\n**     **\n**Separation\nfollowing a\nChange-in-Control(4)**\n\nAnnual Incentive Award(5)\n \n$0\n \n$3,100,000\n \n$0\n \n$3,100,000\n\nPension(6)\n \n$0\n \n$0\n \n$0\n \n$0\n\nHealth & Welfare Continuation(7)\n \n$0\n \n$39,566\n \n$0\n \n$39,566\n\nAccrued Paid Time Off\n \n$0\n \n$0\n \n$0\n \n$0\n\nOption Awards(8)\n \n$0\n \n$36,714,317\n \n$36,714,317\n \n$46,857,251\n\nStock Awards(8)\n \n$0\n \n$52,530,290\n \n$49,088,789\n \n$81,841,278\n\n**Total**\n \n**$0**\n \n**$92,384,173**\n \n**$85,803,106**\n \n**$131,838,095**\n\n(1)\nOutstanding LTI awards would be forfeited upon an involuntary separation for cause.\n\n(2)\nAs of December 31, 2025, Mr. Calio had attained retirement eligibility status under the terms of the RTX LTIP. As a result,\nin the event of an involuntary separation (without cause), his annual LTI awards would receive the beneficial treatment reserved\nfor retirement-eligible employees. These awards, if outstanding for more than one year, would be treated as follows: (i) SARs\nwould vest; and (ii) PSUs would remain eligible to vest on the original vesting date, subject to the achievement of Company\nperformance goals. An involuntary (without cause) separation would constitute a qualifying separation under the terms of the\nELG RSU awards and as a result, those RSUs would vest. Annual LTI awards outstanding for less than one year would be forfeited.\n\n(3)\nAs of December 31, 2025, Mr. Calio had attained retirement eligibility status under the terms of the RTX LTIP. As a result,\nin the event of a voluntary separation, his annual LTI awards would receive the beneficial treatment reserved for retirement-eligible employees. These awards, if outstanding for more than one year, would be treated as follows: (i) SARs would vest;\nand (ii) PSUs would remain eligible to vest on the original vesting date, subject to the achievement of Company performance\ngoals. Annual LTI awards outstanding for less than one year and his ELG RSU award, which does not carry beneficial retirement\ntreatment, would be forfeited in the case of a voluntary separation from the Company, unless the terms of Mr. Calio’s\nseparation were determined to be “mutually agreeable” following three years of service within the ELG. In this case,\nthe Company may elect to vest his ELG RSU award.\n\n(4)\nIn the event of a qualifying termination within two years of an RTX change-in-control, all outstanding awards would vest\nin accordance with the RTX LTIP, including PSUs, which would vest at the greater of actual or target performance.\n\n(5)\nUpon an involuntary separation (without cause) or a qualifying separation following a change-in-control, the Company provides\na pro-rata portion of target annual incentive awards for the period of time employed during the plan year. Since this table\nassumes a December 31, 2025, separation, a full-year 2025 target annual incentive award is shown.\n\n(6)\nAn estimated lump-sum present value of the qualified and nonqualified pension benefits payable to Mr. Calio upon a separation\nfrom the Company can be found in the Pension Benefits table on page 70.\n\n(7)\nUpon an involuntary separation (without cause) or a qualifying separation following a change-in-control, the Company provides\none year of continuation of health and welfare benefits. Amounts shown reflect the estimated cost of one year of health and\nwelfare benefit continuation based on elections as of December 31, 2025.\n\n(8)\nReflects the value of unvested LTI awards that would vest (or remain eligible to vest) following a separation from the\nCompany, calculated using the closing stock price of RTX on the last trading day of 2025 ($183.40). Where included, the 2025\nand 2024 PSUs assume maximum-level performance based on estimated performance as of December 31, 2025, and actual performance\nis used for the 2023 PSUs.  \n\n \n\n**RTX**2026 PROXY STATEMENT    **73**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION TABLES**\n\nPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL\n\n \n\n**NEIL G. MITCHILL, JR.**\n\n \n\nThe table below shows the estimated value of payments and benefits that Mr. Mitchill\nwould have been entitled to receive had his employment terminated on December 31, 2025, under various hypothetical circumstances.\n\n \n\n** **\n**     **\n**Involuntary\nSeparation****(for Cause)(1)**\n**     **\n**Involuntary\nSeparation****(without Cause)(2)**\n**     **\n**Voluntary****Separation(3)**\n**     **\n**Separation\nfollowing a****Change-in-Control(4)**\n\nAnnual Incentive Award(5)\n \n$0\n \n$1,375,000\n \n$0\n \n$1,375,000\n\nPension(6)\n \n$0\n \n$0\n \n$0\n \n$0\n\nHealth & Welfare Continuation(7)\n \n$0\n \n$37,490\n \n$0\n \n$37,490\n\nAccrued Paid Time Off\n \n$0\n \n$0\n \n$0\n \n$0\n\nOption Awards(8)\n \n$0\n \n$12,353,178\n \n$0\n \n$19,740,075\n\nStock Awards(8)\n \n$0\n \n$19,535,731\n \n$0\n \n$35,662,570\n\n**Total**\n \n**$0**\n \n**$33,301,399**\n \n**$0**\n \n**$56,815,135**\n\n(1)\nOutstanding LTI awards would be forfeited upon an involuntary separation for cause. \n\n(2)\nAs of December 31, 2025, Mr. Mitchill had not attained retirement eligibility status under the terms of the RTX LTIP.\nAs a result, in the event of an involuntary separation (without cause), his annual LTI awards, if outstanding for more than\none year, would be treated as follows: (i) SARs would vest on a pro-rata basis; and (ii) a pro-rata portion of PSUs would\nremain eligible to vest on the original vesting date, subject to the achievement of Company performance goals and his execution\nof a release of claims in favor of the Company. An involuntary (without cause) separation would constitute a qualifying separation\nunder the terms of the ELG RSU awards and as a result, those RSUs would vest. Annual LTI awards outstanding for less than\none year, and the pro-rata portion of annual LTI awards (held for more than one year) that do not vest or remain eligible\nto vest, would be forfeited.\n\n(3)\nAs of December 31, 2025, Mr. Mitchill had not attained retirement eligibility status under the terms of the RTX LTIP.\nAs a result, in the event of a voluntary separation from the Company, all unvested awards would be forfeited, unless the terms\nof Mr. Mitchill’s separation were determined to be “mutually agreeable” following three years of service within\nthe ELG. In this case, the Company may elect to vest his ELG RSU award.\n\n(4)\nIn the event of a qualifying termination within two years of an RTX change-in-control, all outstanding awards would vest\nin accordance with the RTX LTIP, including PSUs, which would vest at the greater of actual or target performance.\n\n(5)\nUpon an involuntary separation (without cause) or a qualifying separation following a change-in-control, the Company provides\na pro-rata portion of target annual incentive awards for the period of time employed during the plan year. Since this table\nassumes a December 31, 2025, separation, a full-year 2025 target annual incentive award is shown.\n\n(6)\nMr. Mitchill does not participate in the Company’s pension plans.\n\n(7)\nUpon an involuntary separation (without cause), or a qualifying separation following a change-in-control, the Company\nprovides one year of continuation of health and welfare benefits. Amounts shown reflect the estimated cost of one year of\nhealth and welfare benefit continuation based on elections as of December 31, 2025.\n\n(8)\nReflects the value of unvested LTI awards that would vest (or remain eligible to vest) following a separation from the\nCompany, calculated using the closing stock price of RTX on the last trading day of 2025 ($183.40). Where included, the 2025\nand 2024 PSUs assume maximum-level performance based on estimated performance as of December 31, 2025, and actual performance\nis used for the 2023 PSUs.\n\n \n\n**74    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION TABLES**\n\nPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL\n\n** **\n\n**PHILIP J. JASPER**\n\n \n\nThe table below shows the estimated value of payments and benefits that Mr. Jasper\nwould have been entitled to receive had his employment terminated on December 31, 2025, under various hypothetical circumstances.\n\n \n\n** **\n**     **\n**Involuntary\nSeparation****(for Cause)(1)**\n**     **\n**Involuntary\nSeparation****(without Cause)(2)**\n**     **\n**Voluntary****Separation(3)**\n**     **\n**Separation\nfollowing a****Change-in-Control(4)**\n\nAnnual Incentive Award(5)\n \n$0\n \n$960,250\n \n$0\n \n$960,250\n\nPension(6)\n \n$0\n \n$0\n \n$0\n \n$0\n\nHealth & Welfare Continuation(7)\n \n$0\n \n$34,279\n \n$0\n \n$34,279\n\nAccrued Paid Time Off(8)\n \n$17,663\n \n$17,663\n \n$17,663\n \n$17,663\n\nOption Awards(9)\n \n$0\n \n$7,373,345\n \n$7,373,345\n \n$9,738,391\n\nStock Awards(9)\n \n$0\n \n$12,183,225\n \n$9,856,980\n \n$19,020,377\n\n**Total**\n \n**$17,663**\n \n**$20,568,762**\n \n**$17,247,988**\n \n**$29,770,960**\n\n(1)\nOutstanding LTI awards would be forfeited upon an involuntary separation for cause.\n\n(2)\nAs of December 31, 2025, Mr. Jasper had attained retirement eligibility status under the terms of the RTX LTIP. As a result,\nin the event of an involuntary separation (without cause), his annual LTI awards would receive the beneficial treatment reserved\nfor retirement-eligible employees. These awards, if outstanding for more than one year, would be treated as follows: (i) SARs\nand RSUs would vest; and (ii) PSUs would remain eligible to vest on the original vesting date, subject to the achievement\nof Company performance goals. An involuntary (without cause) separation would constitute a qualifying separation under the\nterms of the ELG RSU awards and as a result, those RSUs would vest. Annual LTI awards outstanding for less than one year would\nbe forfeited.  \n\n(3)\nAs of December 31, 2025, Mr. Jasper had attained retirement eligibility status under the terms of the RTX LTIP. As a result,\nin the event of a voluntary separation, his annual LTI awards would have received the beneficial treatment reserved for retirement-eligible\nemployees. These awards, if outstanding for more than one year, would be treated as follows: (i) SARs and RSUs would vest;\nand (ii) PSUs would remain eligible to vest on the original vesting date, subject to the achievement of Company performance\ngoals. Annual LTI awards outstanding for less than one year and his ELG RSU award, which does not carry beneficial retirement\ntreatment, would be forfeited in the case of a voluntary separation from the Company, unless the terms of Mr. Jasper’s\nseparation were determined to be “mutually agreeable” following three years of service within the ELG. In this case,\nthe Company may elect to vest his ELG RSU award.\n\n(4)\nIn the event of a qualifying termination within two years of an RTX change-in-control, all outstanding awards would vest\nin accordance with the RTX LTIP, including PSUs, which would vest at the greater of actual or target performance.\n\n(5)\nUpon an involuntary separation (without cause) or a qualifying separation following a change-in-control, the Company provides\na pro-rata portion of target annual incentive awards for the period of time employed during the plan year. Since this table\nassumes a December 31, 2025, separation, a full-year 2025 target annual incentive award is shown.\n\n(6)\nAn estimated lump-sum present value of the qualified and nonqualified pension benefits payable to Mr. Jasper upon separation\nfrom the Company can be found in the Pension Benefits table on page 70. \n\n(7)\nUpon an involuntary separation (without cause), or a qualifying separation following a change-in-control, the Company\nprovides one year of continuation of health and welfare benefits. Amounts shown reflect the estimated cost of one year of\nhealth and welfare benefit continuation based on elections as of December 31, 2025.\n\n(8)\nReflects the value of accrued (and unused) paid time off that would be paid to Mr. Jasper upon his separation from the\nCompany.\n\n(9)\nReflects the value of unvested LTI awards that would vest (or remain eligible to vest) following a separation from the\nCompany, calculated using the closing stock price of RTX on the last trading day of 2025 ($183.40). Where included, the 2025\nand 2024 PSUs assume maximum-level performance based on estimated performance as of December 31, 2025, and actual performance\nis used for the 2023 PSUs.\n\n \n\n**RTX**2026 PROXY STATEMENT    **75**\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION TABLES**\n\nPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL\n\n \n\n**SHANE G. EDDY**\n\n \n\nThe table below shows the estimated value of payments and benefits that Mr. Eddy\nwould have been entitled to receive had his employment terminated on December 31, 2025, under various hypothetical circumstances.\n\n \n\n** **\n**     **\n**Involuntary\nSeparation****(for Cause)(1)**\n**     **\n**Involuntary\nSeparation****(without Cause)(2)**\n**     **\n**Voluntary****Separation(3)**\n**     **\n**Separation\nfollowing a****Change-in-Control(4)**\n\nAnnual Incentive Award(5)\n \n$0\n \n$966,000\n \n$0\n \n$966,000\n\nPension(6)\n \n$0\n \n$0\n \n$0\n \n$0\n\nHealth & Welfare Continuation(7)\n \n$0\n \n$27,904\n \n$0\n \n$27,904\n\nAccrued Paid Time Off\n \n$0\n \n$0\n \n$0\n \n$0\n\nOption Awards(8)\n \n$0\n \n$10,782,301\n \n$10,782,301\n \n$13,147,347\n\nStock Awards(8)\n \n$0\n \n$19,861,780\n \n$14,221,680\n \n$26,698,932\n\n**Total**\n \n**$0**\n \n**$31,637,985**\n \n**$25,003,981**\n \n**$40,840,183**\n\n(1)\nOutstanding LTI awards would be forfeited upon an involuntary separation for cause.\n\n(2)\nAs of December 31, 2025, Mr. Eddy had attained retirement eligibility status under the terms of the RTX LTIP. As a result,\nin the event of an involuntary separation (without cause), his annual LTI awards would receive the beneficial treatment reserved\nfor retirement-eligible employees. These awards, if outstanding for more than one year, would be treated as follows: (i) SARs\nwould vest; and (ii) PSUs would remain eligible to vest on the original vesting date, subject to the achievement of Company\nperformance goals. An involuntary (without cause) separation would constitute a qualifying separation under the terms of the\nELG RSU awards and as a result, those RSUs would vest. Annual LTI awards outstanding for less than one year would be forfeited.\n\n(3)\nAs of December 31, 2025, Mr. Eddy had attained retirement eligibility status under the terms of the RTX LTIP. As a result,\nin the event of a voluntary separation, his annual LTI awards would have received the beneficial treatment reserved for retirement-eligible\nemployees. These awards, if outstanding for more than one year, would be treated as follows: (i) SARs would vest; and (ii)\nPSUs would remain eligible to vest on the original vesting date, subject to the achievement of Company performance goals.\nAnnual LTI awards outstanding for less than one year and his ELG RSU award, which does not carry beneficial retirement treatment,\nwould be forfeited in the case of a voluntary separation from the Company, unless the terms of Mr. Eddy’s separation were\ndetermined to be “mutually agreeable” following three years of service within the ELG. In this case, the Company\nmay elect to vest his ELG RSU award.\n\n(4)\nIn the event of a qualifying termination within two years of an RTX change-in-control, all outstanding awards would vest\nin accordance with the RTX LTIP, including PSUs, which would vest at the greater of actual or target performance.\n\n(5)\nUpon an involuntary separation (without cause) or a qualifying separation following a change-in-control, the Company provides\na pro-rata portion of target annual incentive awards for the period of time employed during the plan year. Since this table\nassumes a December 31, 2025, separation, a full-year 2025 target annual incentive award is shown.\n\n(6)\nAn estimated lump-sum present value of the qualified pension benefits payable to Mr. Eddy upon separation from the Company\ncan be found in the Pension Benefits table on page 70. \n\n(7)\nUpon an involuntary separation (without cause), or a qualifying separation following a change-in-control, the Company\nprovides one year of continuation of health and welfare benefits. Amounts shown reflect the estimated cost of one year of\nhealth and welfare benefit continuation based on elections as of December 31, 2025.\n\n(8)\nReflects the value of unvested LTI awards that would vest (or remain eligible to vest) following a separation from the\nCompany, calculated using the closing stock price of RTX on the last trading day of 2025 ($183.40). Where included, the 2025\nand 2024 PSUs assume maximum-level performance based on estimated performance as of December 31, 2025, and actual performance\nis used for the 2023 PSUs.\n\n \n\n**76    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**COMPENSATION TABLES**\n\nPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL\n\n** **\n\n**TROY D. BRUNK**\n\n \n\nThe table below shows the estimated value of payments and benefits that Mr. Brunk\nwould have been entitled to receive had his employment terminated on December 31, 2025, under various hypothetical circumstances.\n\n \n\n** **\n**     **\n**Involuntary\nSeparation****(for Cause)(1)**\n**     **\n**Involuntary\nSeparation****(without Cause)(2)**\n**     **\n**Voluntary****Separation(3)**\n**     **\n**Separation\nfollowing a****Change-in-Control(4)**\n\nAnnual Incentive Award(5)\n \n$0\n \n$908,500\n \n$0\n \n$908,500\n\nPension(6)\n \n$0\n \n$0\n \n$0\n \n$0\n\nHealth & Welfare Continuation(7)\n \n$0\n \n$26,283\n \n$0\n \n$26,283\n\nAccrued Paid Time Off\n \n$0\n \n$0\n \n$0\n \n$0\n\nOption Awards(8)\n \n$0\n \n$2,779,874\n \n$2,779,874\n \n$4,849,972\n\nStock Awards(8)\n \n$0\n \n$3,101,863\n \n$3,101,863\n \n$14,461,108\n\n**Total**\n \n**$0**\n \n**$6,816,520**\n \n**$5,881,737**\n \n**$20,245,863**\n\n(1)\nOutstanding LTI awards would be forfeited upon an involuntary separation for cause.\n\n(2)\nAs of December 31, 2025, Mr. Brunk had attained retirement eligibility status under the terms of the RTX LTIP. As a result,\nin the event of an involuntary separation (without cause), his annual LTI awards would receive the beneficial treatment reserved\nfor retirement-eligible employees. These awards, if outstanding for more than one year, would be treated as follows: (i) SARs\nand RSUs would vest; and (ii) PSUs would remain eligible to vest on the original vesting date, subject to the achievement\nof Company performance goals. An involuntary (without cause) separation would constitute a qualifying separation under the\nterms of the ELG RSU awards. However, as of December 31, 2025, Mr. Brunk had not been a member of the ELG for three or more\nyears and as a result, his ELG RSU awards would be forfeited upon an involuntary (not for cause) separation. Annual LTI awards\noutstanding for less than one year would also be forfeited.\n\n(3)\nAs of December 31, 2025, Mr. Brunk had attained retirement eligibility status under the terms of the RTX LTIP. As a result,\nin the event of a voluntary separation, his annual LTI awards would have received the beneficial treatment reserved for retirement-eligible\nemployees. These awards, if outstanding for more than one year, would be treated as follows: (i) SARs and RSUs would vest;\nand (ii) PSUs would remain eligible to vest on the original vesting date, subject to the achievement of Company performance\ngoals. Annual LTI awards outstanding for less than one year and his ELG RSU award, which does not carry beneficial retirement\ntreatment, would be forfeited in the case of a voluntary separation from the Company, unless the terms of Mr. Brunk’s\nseparation were determined to be “mutually agreeable” following three years of service within the ELG. However,\nas of December 31, 2025, Mr. Brunk had not been in the ELG for three or more years, and therefore would not have been eligible\nto vest in his ELG award upon a mutually agreeable separation from the Company. \n\n(4)\nIn the event of a qualifying termination within two years of an RTX change-in-control, all outstanding awards would vest\nin accordance with the RTX LTIP, including PSUs, which would vest at the greater of actual or target performance.\n\n(5)\nUpon an involuntary separation (without cause) or a qualifying separation following a change-in-control, the Company provides\na pro-rata portion of target annual incentive awards for the period of time employed during the plan year. Since this table\nassumes a December 31, 2025, separation, a full-year 2025 target annual incentive award is shown.\n\n(6)\nAn estimated lump-sum present value of the qualified pension benefits payable to Mr. Brunk upon separation from the Company\ncan be found in the Pension Benefits table on page 70. \n\n(7)\nUpon an involuntary separation (without cause), or a qualifying separation following a change-in-control, the Company\nprovides one year of continuation of health and welfare benefits. Amounts shown reflect the estimated cost of one year of\nhealth and welfare benefit continuation based on elections as of December 31, 2025.\n\n(8)\nReflects the value of unvested LTI awards that would vest (or remain eligible to vest) following a separation from the\nCompany, calculated using the closing stock price of RTX on the last trading day of 2025 ($183.40). Where included, the 2025\nand 2024 PSUs assume maximum-level performance based on estimated performance as of December 31, 2025, and actual performance\nis used for the 2023 PSUs.\n\n \n\n**RTX**2026 PROXY STATEMENT    **77**\n\n[**Table of Contents**](#toc)\n\n**CEO Pay Ratio**\n\n \n\n**Background**\n\n \n\nThe following section discloses the ratio of our median employee’s\ntotal annual compensation to the total annual compensation of the CEO. Below we explain the methodology that we used, in accordance\nwith SEC rules, to identify the median employee and to calculate the 2025 ratio.\n\n \n\n**Identifying the Median Employee**\n\n \n\nThe Company used the following parameters to identify the employee\nwhose pay was at the median of all RTX employees globally.\n\n \n\n**COMPENSATION MEASURE**\n\n \n\nWe identified the median employee on October 1, 2025, by assessing\ngross cash compensation paid to employees from October 1, 2024, to September 30, 2025. Gross cash compensation varies by country\nand is based on local pay practices, but generally includes:\n\n \n\n●\nBase salary (including any local allowances)\n\n●\nIncentive pay (including cash bonuses, sales incentives and other variable pay programs)\n\n●\nAny other cash awards or payments(1)\n\n \n\n**Annualized pay.**Pay was annualized for employees who worked\na partial year between October 1, 2024, and September 30, 2025. Partial-year employees may include midyear hires, employees on\npaid or unpaid leave, and employees on active military duty.\n\n \n\n**Foreign exchange rates. **Foreign currencies were converted\ninto U.S. dollars as of October 1, 2025, based on the average daily spot rates during September 2025.\n\n \n\n**EMPLOYEES INCLUDED AND EXCLUDED**\n\n \n\nFor the purposes of identifying the median employee, we included\nall active RTX employees (excluding the Chairman & CEO) on October 1, 2025, located in 10 countries in which RTX has operations.\nRTX’s employee population in these 10 countries represents approximately 95% (or 171,485) of our 179,282 active employees\non that date. As of October 1, 2025, our global population consisted of 124,562 U.S. employees and 54,720 non-U.S. employees.\n\n \n\nWe excluded 7,797 employees from 42 countries under the\nSEC’s de minimis exemption.(2) No employees of recently acquired entities were excluded from the calculation\nin 2025.\n\n \n\n(1)\nIn some countries, due to differences in payroll systems and local laws and regulations, gains realized on the vesting and/or exercise of LTI awards, as well as Company contributions to government-sponsored benefit plans, may be included.\n\n(2)\nThe countries and approximate number of RTX employees excluded from the calculation are as follows: Algeria (1), Australia (1,421), Belgium (14), Brazil (107), Cayman Islands (1), Chile (20), China (including Hong Kong) (2,155), Colombia (23), Costa Rica (2), Denmark (1), Dominican Republic (2), Egypt (8), El Salvador (1), Greece (5), Hungary (2), Indonesia (7), Ireland (237), Israel (997), Italy (63), Japan (137), Kenya (11), Korea (33), Latvia (1), Luxembourg (1), Malaysia (147), Morocco (257), Netherlands (311), New Zealand (479), Norway (3), Oman (5), Qatar (37), Saudi Arabia (198), South Africa (4), Spain (31), Sweden (3), Switzerland (33), Taiwan (81), Tanzania (14), Thailand (4), Turkey (642), United Arab Emirates (284) and Vietnam (14).\n\n \n\n**78    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**CEO PAY RATIO**\n\nCALCULATING THE RATIO\n\n \n\n**Calculating the Ratio**\n\n \n\n**METHODOLOGY**\n\n \n\nOnce we identified the median employee using gross cash compensation\nas our compensation measure, we then calculated 2025 total compensation for our CEO and for the median employee for the full calendar\nyear, using the same methodology outlined by the SEC for reporting in the Summary Compensation Table (see page 64). Under this\nmethodology, compensation includes employee fringe benefits, such as Company contributions to healthcare and retirement plans.\n\n \n\n**RESULTS**\n\n \n\nThe 2025 total annual compensation value for Mr. Calio was $24,846,826\nand for RTX’s global median employee (as of October 1, 2025), it was $120,092, resulting in a ratio of 207:1.\n\n \n\nWith approximately 31% of our employees located outside the U.S.,\nRTX has operations around the world. We believe paying competitive wages applicable for the local labor markets within our industry\nis essential to ensuring a productive, engaged workforce and a sustainable business. Consequently, a global ratio may not be particularly\ninformative without any context for foreign labor markets and the diverse roles of RTX’s employees around the world.\n\n \n\n**Comparing RTX’s Ratio to Other Companies**\n\n \n\nA number of factors unrelated to compensation significantly impact\nthis calculation and are particularly important when comparing RTX’s ratio to ratios at other companies. These factors include\nindustry-specific pay differentials, company and organizational structure (e.g., outsourcing versus insourcing), and the geographic\nlocation of employee populations.\n\n \n\n**RTX**2026 PROXY STATEMENT    **79**\n\n[**Table of Contents**](#toc)\n\n**Pay versus Performance**\n\n \n\n**Background**\n\n \n\nThe following section provides information regarding executive\npay and performance in accordance with the SEC’s pay versus performance (“PvP”) disclosure rules. These rules\nrequire disclosure of compensation paid to our NEOs using a measure called Compensation Actually Paid (“CAP”), as well\nas disclosure of certain aspects of Company performance.\n\n \n\nThis section does not reflect how the Human Capital &\nCompensation Committee (the “HCC Committee”) makes executive compensation decisions. In addition, this section generally\nuses different metrics from those used in our compensation plans, as discussed below. Refer to page 4 for additional details on\nhow we align pay with performance, and page 42 for the Guiding Principles that underpin how the HCC Committee approaches executive\ncompensation program design.\n\n \n\n**Our Most Important Metrics Used for Linking Pay and Performance**\n\n \n\nThe most important metrics the HCC Committee used to link pay\nto performance for 2025 are listed below. Performance relative to these metrics determines our annual incentive pool funding and\nPSU vesting payouts.\n\n \n\n**Annual\nIncentive Plan**\n      \n\n●\n\n**Earnings**measure\nthe immediate impact of operating decisions on the Company’s annual performance. For our Corporate executives, we use adjusted\nnet income as our RTX-wide earnings metric, and for our business units, we use adjusted segment operating income.\n\n \n\n●\n\n**Free Cash Flow**measures\nour ability to generate cash to fund our operations and key business investments—whether that means funding critical research\nand development, strategic acquisitions, paying down debt or distributing earnings to our shareowners.\n\n**Performance\nShare Units**\n \n\n●\n\n**Adjusted Earnings Per Share**measures the Company’s ability to create long-term, sustainable earnings that will ultimately drive total shareowner\nreturn.\n\n \n\n●\n\n**Return on Invested Capital**measures the efficiency with which we allocate capital resources, considering not just the quantity of earnings but\nalso the quality of earnings and investments that drive sustainable growth.\n\n \n\n●\n\n**Total Shareowner Return vs. our Core A&D Peers and the companies in the S&P 500 Index**measures our ability to return value to our shareowners\ncompared to our Core A&D Peers and a broad index investment opportunity.\n\n \n\n**INDIVIDUAL PERFORMANCE CONSIDERATIONS**\n\n \n\nEach NEO’s total direct compensation (as defined on page\n53) is also based on rigorous individual performance assessments by the HCC Committee, and on individual and job-specific factors,\ntypically including job scope and responsibilities, tenure, experience, external market positioning, sustained performance and\nretention risk. See pages 52-57 for additional details on the individual performance considerations used to determine 2025 total\ndirect compensation.\n\n \n\n**80    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**PAY VERSUS PERFORMANCE**\n\nPAY VERSUS PERFORMANCE TABLE—COMPENSATION\nDEFINITIONS\n\n \n\n**Pay versus Performance Table—Compensation Definitions**\n\n \n\nThe table below outlines the differences between the values reported\nin the Summary Compensation Table on page 64 and the SEC-mandated CAP calculation:\n\n \n\n**Summary Compensation Table (“SCT”)**\n     \n**Basic concept**\n     \n\n●\n\nIncludes a mix of compensation earned during\nthe year (e.g., base salary and annual incentives) and estimated future pay opportunities (e.g., LTI and pension benefits).\n\n●\n\nUses accounting conventions to estimate the fair\nvalue of LTI awards on the grant date, which can significantly differ from the value ultimately realized by the NEO.\n\n●\n\nIncludes aggregate change in the actuarial present\nvalue of pension benefits, which is impacted by various economic actuarial assumptions that do not necessarily represent\nthe additional benefit earned by the NEO during the year.\n\n \n \n**How it is calculated**\n \n\n●\n\n**Base salary**paid during the year\n\n●\n\n**Annual incentives **earned for the\napplicable year’s performance\n\n●\n\n**Grant date accounting fair value of LTI awards**granted during the year, which reflects the HCC Committee’s evaluation of the prior year’s performance\n\n●\n\n**Change in the actuarial present value of pension\nbenefits**, plus above-market earnings on nonqualified **deferred compensation**\n\n●\n\n**All other compensation**\n\n**Compensation Actually\nPaid**\n \n**Basic concept**\n \n\n●\n\nLike the SCT, includes a mix of compensation\nearned during the year (e.g., base salary and annual incentives) and estimated future pay opportunities (e.g., LTI and\npension benefits).\n\n●\n\nUses the same accounting conventions as the SCT\nto estimate the value of LTI. However, the CAP LTI values represent a year-over-year change in the accounting values of\nunvested LTI awards and LTI awards that vested or forfeited during the year, as well as the year-end valuation for LTI\nawards granted during the year. For SARs, this accounting value at vesting does not represent the actual value realized\nby the NEO, which will ultimately be determined when the NEO exercises vested SARs.\n\n●\n\nIncludes the pension benefit service cost for\nthe year, which seeks to neutralize the effect of certain economic actuarial assumptions and more closely estimates the\namount actually earned by the NEO during the relevant year.\n\n \n \n**How it is calculated**\n \n\n●\n\n**Base salary**paid during the year\n\n●\n\n**Annual incentives**earned for the applicable\nyear’s performance\n\n●\n\n**Change in accounting fair value of LTI awards **that\nare unvested as of year-end and that vested or forfeited during the year (vs. prior year-end values), fair value at year-end\nof awards granted during the year, plus any cash dividends paid on these awards during the year\n\n●\n\nCurrent year **service cost of pension benefits** and\nany **prior year service cost of pension benefits**(if a plan amendment occurred during the year), plus\nabove-market earnings on nonqualified **deferred compensation**\n\n●\n\n**All other compensation**\n\n \n\n**RTX**2026 PROXY STATEMENT    **81**\n\n[**Table of Contents**](#toc)\n\n**PAY VERSUS PERFORMANCE**\n\nPAY VERSUS PERFORMANCE TABLE\n\n \n\n**Pay versus Performance Table**\n\n \n\nThe required SEC tabular disclosure for the Company’s Principal\nExecutive Officers (“PEOs”) and average NEOs (excluding the PEOs) is set forth below:\n\n \n\n  \n  \n  \n  \n  \n  \n  \n \n \n  \n  \n \n\n  \n    \n    \n    \n    \n    \n    \n**Value of Initial Fixed $100 Investment Based on:**   \n    \n \n\n**Year(1)****(a)**   \n**Summary**\n**Compensation**\n\n**Table Total for**\n**PEO (Calio)**\n**(b)**** **\n**Compensation**\n**Actually**\n** Paid to PEO**\n**(Calio)(2)(4)(5)**\n\n**(c)**** **\n**Summary Compensation Table Total for PEO (Hayes) (d)**** **\n**Compensation**\n**Actually**\n**Paid to PEO**\n**(Hayes)(2)(4)(5)**\n\n**(e)**** **\n**Average Summary Compensation Table Total for Non-PEO NEOs\n(f)**** **\n**Average****Compensation\nActually Paid to Non-PEO NEOs(3)(4)(5)\n(g)**** **\n**Total**\n**Shareowner**\n\n**Return(6)**\n**(h)**  ** **\n**Peer Group**\n**Total**\n\n**Shareowner**\n**Return(6)**\n\n**(i)**** **\n**Net Income**\n\n**(GAAP)(7)**\n**(j)**** **\n**Adjusted**\n**Earnings**\n\n**Per Share(8)**\n**(k) **\n\n2025 \n$24,846,826 \n$88,622,978 \n– \n– \n$7,464,111 \n$24,903,063  \n$287.64 \n$230.45 \n$6,732 \n$6.88\n\n2024 \n$18,004,831 \n$43,160,374 \n$14,598,458 \n$48,639,528 \n$6,119,056 \n$14,115,544 \n$178.17 \n$162.31 \n$4,774 \n$6.26\n\n2023 \n– \n– \n$21,929,459 \n-$3,811,432 \n$8,225,337 \n$267,298 \n$126.58 \n$141.88 \n$3,195 \n$5.06\n\n2022 \n– \n– \n$22,609,036 \n$45,201,677 \n$7,597,628 \n$12,510,354 \n$147.94 \n$132.89 \n$5,216 \n$4.78\n\n2021 \n– \n– \n$23,316,063 \n$39,680,968 \n$9,666,013 \n$11,257,846 \n$123.27 \n$113.22 \n$3,897 \n$4.27\n\n(1)\nThe PEO in the 2025 reporting year was Christopher T. Calio. The PEOs in the 2024 reporting year were\nChristopher T. Calio and Gregory J. Hayes. The PEO for the 2023-2021 reporting years was Gregory J. Hayes. The NEOs in the\n2025 reporting year were Neil G. Mitchill, Jr., Philip J. Jasper, Shane G. Eddy and Troy D. Brunk. The NEOs in the 2024 reporting\nyear were: Neil G. Mitchill, Jr., Philip J. Jasper, Shane G. Eddy, Troy D. Brunk and Stephen J. Timm. The NEOs in the 2023\nand 2022 reporting years were: Neil G. Mitchill, Jr., Christopher T. Calio, Stephen J. Timm and Wesley D. Kremer. The NEOs\nin the 2021 reporting year were Neil G. Mitchill, Jr., Christopher T. Calio, Stephen J. Timm, Michael R. Dumais, Anthony F.\nO’Brien III and Thomas A. Kennedy. \n\n(2)\nThe following amounts were deducted from and added to the SCT to arrive at the CAP for each of the applicable years for\nthe PEO, as shown in columns (c) and (e):\n\n \n \n\n \n** **     \n**2025 (Calio)**     \n**2024 (Hayes)**     \n**2024 (Calio)**     \n**2023**     \n**2022**     \n**2021**\n\n \nSummary Compensation Table \n$24,846,826 \n$14,598,458 \n$18,004,831 \n$21,929,459 \n$22,609,036 \n$23,316,063\n\n \nStock Awards \n$10,875,391 \n$6,159,916 \n$8,315,559 \n$9,772,488 \n$9,352,104 \n$11,740,098\n\n \nOption Awards \n$6,753,909 \n$3,984,256 \n$5,379,072 \n$6,586,686 \n$6,425,871 \n$2,815,812\n\n \nChange in Present Value of Pension Benefits \n$48,257 \n$0 \n$0 \n$0 \n$0 \n$1,513,140\n\n \nTotal Deductions from SCT \n$17,677,557 \n$10,144,172 \n$13,694,631 \n$16,359,174 \n$15,777,975 \n$16,069,050\n\n \nFair Value of Awards Granted During Year and Unvested as of Year-End \n$36,841,486 \n$18,658,660 \n$25,189,252 \n$9,249,682 \n$18,142,022 \n$23,685,247\n\n \nFair Value of Awards Granted and Vested During the Year \n$0 \n$0 \n$0 \n$0 \n$0 \n$0\n\n \nChange in Fair Value of Prior Year Awards Unvested as of Year-End \n$43,618,294 \n$23,409,788 \n$13,150,013 \n-$17,590,182 \n$15,968,806 \n$8,869,318\n\n \nChange in Fair Value of Prior Year Awards that Vested During Year \n$993,929 \n$2,116,794 \n$510,909 \n-$1,041,217 \n$4,259,788 \n-$120,609\n\n \nChange in Fair Value of Prior Year Awards that Forfeited During Year \n$0 \n$0 \n$0 \n$0 \n$0 \n$0\n\n \nDividends/Other Earnings Paid on Unvested Awards During Year \n$0 \n$0 \n$0 \n$0 \n$0 \n$0\n\n \nService Cost of Pension Benefits \n$0 \n$0 \n$0 \n$0 \n$0 \n$0\n\n \nPrior Service Cost of Pension Benefits \n$0 \n$0 \n$0 \n$0 \n$0 \n$0\n\n \nTotal Additions to CAP \n$81,453,709 \n$44,185,242 \n$38,850,174 \n-$9,381,717 \n$38,370,616 \n$32,433,955\n\n \nCompensation Actually Paid \n$88,622,978 \n$48,639,528 \n$43,160,374 \n-$3,811,432 \n$45,201,677 \n$39,680,968\n\n \n\n**82    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**PAY VERSUS PERFORMANCE**\n\nPAY VERSUS PERFORMANCE TABLE\n\n \n\n(3)\nThe following amounts were deducted from and added to the SCT to arrive at the CAP for each of the applicable years for the average non-PEO NEOs, as shown in column (g):\n\n \n \n\n \n      \n2025     \n2024     \n2023     \n2022     \n2021\n\n \nSummary Compensation Table \n$7,464,111 \n$6,119,056 \n$8,225,337 \n$7,597,628 \n$9,666,013\n\n \nStock Awards \n$2,853,753 \n$2,790,237 \n$3,294,564 \n$3,219,892 \n$4,389,543\n\n \nOption Awards \n$1,772,128 \n$1,414,835 \n$2,221,250 \n$2,212,775 \n$1,093,639\n\n \nChange in Present Value of Pension Benefits \n$17,128 \n$850 \n$462,721 \n$0 \n$1,461,448\n\n \nTotal Deductions from SCT \n$4,643,008 \n$4,205,922 \n$5,978,534 \n$5,432,667 \n$6,944,629\n\n \nFair Value of Awards Granted During Year and Unvested as of Year-End \n$9,667,096 \n$7,271,020 \n$3,118,865 \n$6,246,737 \n$6,453,006\n\n \nFair Value of Awards Granted and Vested During the Year \n$0 \n$0 \n$0 \n$0 \n$0\n\n \nChange in Fair Value of Prior Year Awards Unvested as of Year-End \n$12,096,356 \n$4,596,314 \n-$5,105,124 \n$3,459,419 \n$1,880,243\n\n \nChange in Fair Value of Prior Year Awards that Vested During Year \n$318,509 \n$335,076 \n-$150,609 \n$440,110 \n$104,110\n\n \nChange in Fair Value of Prior Year Awards that Forfeited During Year \n$0 \n$0 \n$0 \n$0 \n-$326,443\n\n \nDividends/Other Earnings Paid on Unvested Awards During Year \n$0 \n$0 \n$26,113 \n$30,377 \n$99,047\n\n \nService Cost of Pension Benefits \n$0 \n$0 \n$131,250 \n$168,750 \n$326,500\n\n \nPrior Service Cost of Pension Benefits \n$0 \n$0 \n$0 \n$0 \n$0\n\n \nTotal Additions to CAP \n$22,081,961 \n$12,202,410 \n-$1,979,504 \n$10,345,393 \n$8,536,463\n\n \nCompensation Actually Paid \n$24,903,063 \n$14,115,544 \n$267,298 \n$12,510,354 \n$11,257,846\n\n(4)\nThe fair value of SARs reported for CAP purposes in columns (c), (e) and (g) is estimated using a binomial lattice model for the purposes of disclosure in accordance with the SEC’s PvP rules. The following table shows the assumptions used to determine the fair value for SARs granted between 2018 and 2025 at various dates, as required to calculate CAP. Lattice-based option models incorporate ranges of assumptions for inputs; those ranges are as follows:\n\n \n\n \nGrant Year   \n2025   \n2024   \n2023   \n2022   \n2021   \n2020   \n2019   \n2018\n\n \nVolatility \n28.74% \n24.84%–27.90% \n25.01%–31.39% \n22.65%–32.00% \n24.68%–35.00% \n27.99%–33.92% \n19.76%–31.85% \n20.14%–33.33%\n\n \nExpected life (in years) \n6.11 \n5.11–5.97 \n4.12–6.31 \n4.00–5.64 \n3.81–5.79 \n3.60–6.47 \n3.51–6.15 \n3.75–4.65\n\n \nExpected dividend yield \n1.48% \n1.48%–2.18% \n1.48%–2.80% \n2.06%–2.80% \n2.18%–2.80% \n2.17%–2.66% \n1.91%–2.83% \n1.99%–2.83%\n\n \nRisk-free rate \n3.81% \n3.71%–4.38% \n3.62%–4.33% \n3.81%–4.28% \n0.76%–4.71% \n0.57%–4.16% \n0.32%–2.84% \n0.24%–1.67%\n\n \n\n(5)\nThe fair value of PSUs reported for CAP purposes in columns (c), (e) and (g) assumes actual performance results (if known) or estimated performance results as of the end of each reporting year for internal metrics (i.e., EPS and ROIC), and the Monte Carlo value of target-level performance for the market metrics (i.e., TSR vs. companies in the S&P 500 Index and TSR vs. Core A&D Peers), in accordance with FASB ACS 718. PSUs will ultimately vest based on measured performance through the end of the three-year performance period for all metrics.\n\n(6)\nReflects TSR indexed to $100 per share for RTX and the S&P 500 Aerospace & Defense Industry Index, which is the industry line peer group reported in our 2025 Form 10-K. See page 84 for the TSR measurement periods used for each reporting year.\n\n(7)\nValues shown are in millions. \n\n(8)\nThe value shown for 2025 reflects the 2025 Adjusted EPS used to calculate performance for the 2023-2025 PSUs, as defined in Appendix B on page 102. The value shown for 2024 reflects the 2024 Adjusted EPS used to calculate performance for the 2022-2024 PSUs, as defined in Appendix B of our Proxy Statement filed on March 10, 2025. Adjusted EPS for 2023, 2022 and 2021 are detailed in Appendix A of our Proxy Statements filed on March 11, 2024, March 13, 2023, and March 14, 2022, respectively.\n\n \n\n**RTX**2026 PROXY STATEMENT    **83**\n\n[**Table of Contents**](#toc)\n\n**PAY VERSUS PERFORMANCE**\n\nRELATIONSHIP BETWEEN CAP AND TSR\n\n \n\n****\n\n**Relationship between CAP and TSR**\n\n \n\nThe charts below reflect the relationship between the CEO and\nAverage NEO CAP (per the SEC’s definition), RTX’s TSR and the SEC-mandated TSR Peer Group—the S&P 500 Aerospace &\nDefense Industry Index.\n\n \n\n**CEO CAP vs. TSR**\n\n \n\n \n\n**AVERAGE NEO CAP\nvs. TSR**\n\n \n\n \n\n**HOW TSR USED FOR THE PVP TABLE DIFFERS FROM HOW WE USE TSR\nIN OUR PSUS**\n\n \n\nThe SEC’s PvP disclosure rules require a comparison of\nCAP to RTX’s TSR and Peer Group TSR over differing time periods. This mandated comparison, and the performance measurement\nperiods used, differ in the following ways from how our incentive plans are designed:\n\n \n\n●\nFor our PSUs, we compare our TSR to both the companies within the S&P 500 Index and our Core A&D Peers (together “PSU Peer Groups”). For the SEC’s PvP disclosure, we compare our TSR only to the S&P 500 Aerospace & Defense Industry Index.\n\n●\nFor our PSUs, we calculate TSR for both RTX and the companies within our PSU Peer Groups using a November/ December trailing average adjusted closing stock price for both the beginning and ending of the performance period. However, the PvP disclosures require the use of a point-to-point calculation.\n\n●\nFor our PSUs, we measure performance using a three-year performance period, while the SEC rules require TSR to be calculated based on the following performance periods:\n\n \n\nReporting Year\n \nBeginning\n     \nEnd\n     \nNumber of Years\n\n**2025**\n \n1/2/2021\n \n12/31/2025\n \n5 years\n\n**2024**\n \n1/2/2021\n \n12/31/2024\n \n4 years\n\n**2023**\n \n1/2/2021\n \n12/31/2023\n \n3 years\n\n**2022**\n \n1/2/2021\n \n12/31/2022\n \n2 years\n\n**2021**\n \n1/2/2021\n \n12/31/2021\n \n1 year\n\n \n\n**84    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**PAY VERSUS PERFORMANCE**\n\nRELATIONSHIP BETWEEN CAP AND NET INCOME (GAAP)\n\n \n\n**Relationship between CAP and Net Income (GAAP)**\n\n \n\nThe charts below reflect the relationship between the CEO and\nAverage NEO CAP, RTX’s GAAP net income (as required by the SEC), and a supplemental net income metric (adjusted net income)\nthat we use for our annual incentive plan. Both GAAP and adjusted net income reflect a one-year performance measurement period.\n\n \n\nWe do not use net income as a metric in our long-term incentive\nplan. Since long-term incentives comprise the largest portion of our NEOs’ pay, and CAP values include four years of LTI\nawards and only one year of annual incentives in each reporting year, the relationship between CAP and net income is less evident.\n\n \n\n**CEO CAP vs. NET\nINCOME**\n\n \n\n \n\n**AVERAGE NEO CAP\nvs. NET INCOME**\n\n \n\n \n\n(1)\nAdjusted net income is a financial metric used solely for AIP purposes and is defined in Appendix B on page 102. This metric may differ from other non-GAAP metrics used and described in Appendix A. \n\n \n\n**HOW NET INCOME USED FOR THE PVP TABLE DIFFERS FROM HOW WE\nUSE NET INCOME IN OUR ANNUAL INCENTIVE PLAN**\n\n \n\nThe SEC’s PvP disclosure rules require disclosure of the\nrelationship between CAP and RTX’s net income (GAAP) for each reporting year. This use of GAAP net income differs from the\nadjusted net income measure we use for annual incentive purposes, which more closely aligns with the non-GAAP financial expectations\nand results we communicate to shareowners.\n\n \n\nFor our annual incentive plan, GAAP net income is adjusted for\nchanges in tax laws, tariffs and accounting rules, restructuring, the impact of acquisitions and divestitures (including acquisition\naccounting adjustments), and significant and/or nonrecurring items, as shown in Appendix B on page 102. Our use of this adjusted\nnet income definition aligns with the HCC Committee’s belief that annual incentives should not be positively or negatively\nimpacted by short-term decisions made in the best interests of RTX’s long-term business strategies. Adjusted net income encourages\ndecision-making that considers long-term value creation but does not conflict with our short-term incentive metrics.\n\n \n\n**RTX**2026 PROXY STATEMENT    **85**\n\n[**Table of Contents**](#toc)\n\n**PAY VERSUS PERFORMANCE**\n\nRELATIONSHIP BETWEEN CAP AND THE COMPANY-SELECTED MEASURE\n(ADJUSTED EPS)\n\n \n\n**Relationship between CAP and the Company-Selected Measure\n(Adjusted EPS)**\n\n \n\nThe charts below reflect the relationship between the CEO CAP\nand Average NEO CAP and RTX’s adjusted EPS for the applicable reporting year. This metric is used to determine vesting of\nour PSUs. We consider adjusted EPS to be the most important financial measure used to link pay to performance in 2024 because LTI\nis the largest component of NEO compensation, PSUs make up 60% of LTI and adjusted EPS performance determines 35% of total PSU\nvesting. Further, because we use adjusted EPS when we communicate our earnings expectations to our investors, we believe it is\nsubstantially correlated with our stock price performance, and thus to CAP.\n\n \n\n**CEO CAP vs. ADJUSTED\nEPS**\n\n \n\n \n\n**AVERAGE NEO CAP\nvs. ADJUSTED EPS**\n\n \n\n \n\n(1)\nThe value shown for 2025 reflects the 2025 Adjusted EPS used to calculate performance for the 2023-2025 PSUs, as defined in Appendix B on page 102. The value shown for 2024 reflects the 2024 Adjusted EPS used to calculate performance for the 2022-2024 PSUs, as defined in Appendix B of our Proxy Statement filed on March 10, 2025. Adjusted EPS for 2023, 2022 and 2021 are detailed in Appendix A of our Proxy Statements filed on March 11, 2024, March 13, 2023, and March 14, 2022, respectively. \n\n \n\n**86    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**Audit\nCommittee Report**\n\n \n\nThe Audit Committee assists the Board of Directors in its oversight responsibilities relating to: the integrity\nof RTX’s financial statements; the independence, qualifications and performance of RTX’s internal and external auditors;\nthe Company’s compliance with its policies and procedures, internal controls, Code of Conduct and applicable laws and regulations;\npolicies and procedures with respect to risk assessment and management; and such other responsibilities as delegated by the Board from\ntime to time. The Committee’s specific responsibilities and duties are set forth in the Audit Committee Charter adopted by the\nBoard, which is available on the Company’s website. The Committee is composed entirely of independent directors who meet the independence\nand financial literacy requirements of the NYSE and the SEC.\n\n \n\nManagement has the primary responsibility for the financial statements and the financial reporting processes,\nincluding the system of internal control over financial reporting. PricewaterhouseCoopers LLP (“PwC”), the Company’s\nindependent auditor, is responsible for auditing the financial statements prepared by management and expressing an opinion on both the\nconformity of the Company’s audited financial statements with U.S. generally accepted accounting principles and the effectiveness\nof our internal control over financial reporting. PwC is also responsible for discussing any issues they believe should be raised to\nthe Committee.\n\n \n\nIn performing its oversight responsibilities, the Committee reviewed and discussed, with management and PwC, RTX’s\nconsolidated financial statements as of and for the year ended December 31, 2025, and RTX’s internal control over financial reporting\nas of December 31, 2025. The Committee also discussed with RTX’s internal auditors and PwC the overall scope and plans for their\nrespective audits. The Committee also met with the internal auditors and PwC, with and without management present, to discuss the results\nof their examinations, the evaluation of RTX’s internal control over financial reporting, management’s representations regarding\ninternal control over financial reporting and the overall quality of RTX’s financial reporting.\n\n \n\nThe Committee has discussed with PwC the matters required by the applicable requirements of the SEC and the Public\nCompany Accounting and Oversight Board’s (“PCAOB”) Auditing Standard No. 1301 *Communications with Audit Committees.*It has also discussed with PwC its independence from RTX and its management, including communications from PwC required by the PCAOB’s\nRule 3526,* Communication with Audit Committees Concerning Independence,*Rule 3524*, Audit Committee Pre-Approval of\nCertain Tax Services*, and Rule 3525,* Audit Committee Pre-approval of Non-audit Services Related to Internal Control Over\nFinancial Reporting.*\n\n \n\nThe Committee pre-approves all audit and non-audit services to be provided by PwC and the related fees for those\nservices. The Committee has concluded that PwC’s provision of non-audit services, as described on pages 88-89, does not impair\nPwC’s independence as the external auditor.\n\n \n\nPwC has reported to the Committee that RTX’s audited financial statements are fairly presented in accordance\nwith U.S. generally accepted accounting principles. The Committee reviewed management’s assessment and report on the effectiveness\nof RTX’s internal control over financial reporting, as well as PwC’s audit report on the effectiveness of RTX’s internal\ncontrol over financial reporting, which are both included in RTX’s Annual Report on Form 10-K for the fiscal year ending on December\n31, 2025. Based on the reviews and discussions referred to above, the Committee has recommended to the Board of Directors that the audited\nfinancial statements be included in RTX’s Annual Report on Form 10-K for the year ending on December 31, 2025, for filing with\nthe SEC.\n\n \n\nThe Committee has nominated PwC for appointment by the shareowners at the 2026 Annual Meeting to serve as RTX’s\nindependent auditor for 2026.\n\n \n\n**Audit Committee**\n\n \n \n \n\n**Leanne\nG. Caret, Chair**\n\n** **\n\n**Bernard A. Harris, Jr.**\n\n**Denise\nL. Ramos**\n\n** **\n\n**Robert O. Work**\n\n \n\n**RTX**2026 PROXY STATEMENT    **87**\n\n[**Table of Contents**](#toc)\n\n**Proposal\n3:****Appointment of\nPricewaterhouseCoopers LLP to\nServe as Independent Auditor for 2026**\n\n** **\n\n**What\nam I\nvoting on?**\n     \nAs required by our Bylaws, we are asking\nshareowners to vote on a proposal **to appoint a firm of independent registered public accountants to serve as the Company’s\nindependent auditor**until the next Annual Meeting. PricewaterhouseCoopers LLP (“PwC”), an independent registered\npublic accounting firm, served as RTX’s independent auditor in 2025. For 2026, the Audit Committee has again nominated PwC\nto be our independent auditor, and the Board of Directors has approved the firm for appointment by the shareowners to serve until\nthe next Annual Meeting in 2027.\n\n \n\n**Frequently Asked Questions About the Auditor**\n\n \n\n**HOW IS THE AUDITOR RETAINED AND REVIEWED BY THE COMPANY?**\n\n \n\nThe Audit Committee is directly responsible for the nomination, compensation, retention and oversight of the Company’s\nindependent auditor. To fulfill this responsibility, the Committee engages in an annual evaluation of the independent auditor’s\nqualifications, performance and independence, and periodically considers the advisability of selecting a different independent registered\npublic accounting firm to serve in that capacity. PwC, or one of its predecessor firms, has been retained as RTX’s independent\naudit firm continuously since 1947.\n\n \n\n**HOW LONG MAY AN AUDIT PARTNER PROVIDE SERVICES TO RTX?**\n\n \n\nIn accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements that limit\nthe number of consecutive years an individual partner may provide service to RTX. For lead and concurring audit partners, the limit is\nfive years. The selection process for the lead audit partner includes a meeting between the Chair of the Audit Committee and the candidate,\nas well as consideration of the candidate by the full Committee with input from management.\n\n \n\n**WILL THE AUDITOR ATTEND THE ANNUAL MEETING?**\n\n \n\nRepresentatives of PwC will attend the 2026 Annual Meeting. The representatives may make a statement and will\nbe available to respond to appropriate questions from shareowners.\n\n \n\n**WHAT WERE THE AUDITOR’S FEES IN 2025 AND 2024?**\n\n \n\n**(in\nthousands)**\n**     **\n**Audit**\n** **\n**Audit-Related**\n** **\n**Tax**\n** **\n**All Other Fees**\n** **\n**Total**\n\n**2025**\n \n$35,195\n     \n$4,368\n     \n$8,054\n     \n$22\n     \n**$47,639**\n\n**2024**\n \n$34,840\n \n$6,445\n \n$5,850\n \n$36\n \n**$47,171**\n\n \n\n**88    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**PROPOSAL 3: APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS\nINDEPENDENT AUDITOR FOR 2026**\n\n \n\n**Audit Fees.**Audit fees in both years consisted of fees for the audit of RTX’s consolidated annual\nfinancial statements and the effectiveness of its internal control over financial reporting, the review of interim financial statements\nin RTX’s quarterly reports on Form 10-Q and the performance of audits in accordance with statutory requirements. Audit fees\nfor statutory audits were approximately $12,700,000 in 2025 and $11,700,000 in 2024. In both years, audit fees also included fees associated\nwith various SEC filings.\n\n \n\n**Audit-Related Fees.**Audit-related fees in both years included fees for employee benefit plan audits, special\nreports pursuant to contractually required attestations and compliance assessments. Audit-related fees also included approximately $2,640,000\nin 2024 for fees associated with carve-out audits.\n\n \n\n**Tax Fees.**Tax fees in 2025 and 2024 consisted of approximately $4,761,000 and $3,225,000, respectively,\nfor U.S. and non-U.S. tax compliance, related planning and assistance with tax refund claims and expatriate tax services, and approximately\n$3,293,000 and $2,625,000, respectively, for tax advisory services.\n\n \n\n**All Other Fees.**All other fees in 2025 and 2024 consisted of fees for subscriptions to a benchmarking tool\nand licenses to technical accounting research software.\n\n \n\n**HOW DOES THE COMMITTEE MONITOR AND CONTROL NON-AUDIT SERVICES?**\n\n \n\nThe Audit Committee has established procedures requiring its review and advance approval of all engagements for\nnon-audit services provided by PwC. The Committee Chair has the delegated authority to pre-approve non-audit services with certain limitations\nand must notify the Committee at its next meeting of each service so approved. The Committee approved all of PwC’s engagements\nand fees for 2025 and 2024.\n\n \n\nThe Committee reviews with PwC whether non-audit services to be provided are compatible with maintaining the firm’s\nindependence. In addition, the Committee monitors the fees paid to PwC to ensure that fees paid in any year to PwC for non-audit services\ndo not exceed the fees paid for audit and audit-related services. Non-audit services consist of those described above, as included in\nthe tax fees and all other fees categories.\n\n \n\n**WHY SHOULD I VOTE FOR THIS PROPOSAL?**\n\n \n\nThrough its review process, the Audit Committee determined that PwC has acquired extensive knowledge of the Company’s\noperations, performance and development through its previous service as the independent auditor for RTX. The Audit Committee and the\nBoard of Directors believe that the continued retention of PwC as our independent auditor is in the best interest of the Company and\nour shareowners.\n\n \n\n     \n**The Board of Directors unanimously recommends a vote\nFOR the appointment of PwC to serve as the Company’s Independent Auditor for 2026.**\n\n \n\n**RTX**2026 PROXY STATEMENT    **89**\n\n[**Table of Contents**](#toc)\n\n**Frequently Asked Questions\nAbout the Annual Meeting**\n\n** **\n\n**Your\nvote\nis very\nimportant!**\n     \n\n**WHY\nAM I BEING PROVIDED WITH THESE PROXY MATERIALS?**\n\n \n\nWe are providing these proxy materials to you in connection with the solicitation by the Board of Directors of\nRTX Corporation of proxies to be voted at our 2026 Annual Meeting of Shareowners and at any postponed or reconvened meeting.\n\n \n\n**WILL THE ANNUAL MEETING ALSO BE HELD IN PERSON OR ONLY VIRTUALLY?**\n\n \n\nAs noted in the Notice at the beginning of this Proxy Statement, the 2026 Annual Meeting will be in a virtual\nformat only.\n\n \n\n**WHO CAN ATTEND THE ANNUAL MEETING?**\n\n \n\nShareowners holding RTX stock as of the close of business on the record date, March 3, 2026, are entitled to attend\nthe Annual Meeting to be held virtually via www.virtualshareholdermeeting.com/RTX2026.\nTo be admitted to the Annual Meeting via the website, shareowners must enter the 16-digit voting control number found on their proxy\ncard, voting instruction form, notice of internet availability of proxy materials or email notification.\n\n \n\n**WHO CAN VOTE AT THE MEETING?**\n\n \n\nShareowners of record as of March 3, 2026, and shareowners holding a proxy for the 2026 Annual Meeting provided\nby their bank, broker or nominee may vote during the Annual Meeting to be held virtually by following the instructions available on the\nmeeting website. If you vote prior to the meeting by using the internet, toll-free telephone number, proxy card or voting instruction\nform, you do not need to take any action during the meeting unless you wish to change your vote. A list of shareowners of record will\nbe available at www.virtualshareholdermeeting.com/RTX2026 during the Annual\nMeeting for inspection by shareowners for any legally valid purpose related to the Annual Meeting.\n\n \n\n**WHEN IS THE ANNUAL MEETING?**\n\n \n\nWe will hold our Annual Meeting on April 30, 2026, at 8:00 a.m. Eastern time. If you plan to attend the Annual\nMeeting, you should log into the website at www.virtualshareholdermeeting.com/RTX2026 approximately\nfifteen minutes before the meeting is scheduled to begin.\n\n \n\n**WILL THERE BE AN OPPORTUNITY TO ASK QUESTIONS BEFORE OR DURING THE MEETING?**\n\n \n\nTime will be allotted after the adjournment of the formal meeting for a Question and Answer period. Shareowners\nwill be able to submit questions relevant to the business of the meeting either in advance of the Annual Meeting via www.proxyvote.com\nor during the meeting via www.virtualshareholdermeeting.com/RTX2026 by typing the question\ninto the indicated question box and clicking “Submit.” Time may not permit the answering of every question submitted. Questions\nrelevant to the business of the meeting to which a response is not provided during the Question and Answer period will be addressed on\nwww.rtx.com/Investors following the meeting. To ask questions, you will need to have\nyour voting control number found on your proxy card, voting instruction form, notice of internet availability of proxy materials or email\nnotification.\n\n \n\n**90    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING**\n\n \n\n**WHAT IF I HAVE TROUBLE LOGGING INTO THE ANNUAL MEETING?**\n\n \n\nIf you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call\nthe technical support number that will be posted on the Annual Meeting login page.\n\n \n\n**DOES THE COMPANY HAVE A POLICY ABOUT DIRECTORS’ ATTENDANCE AT THE ANNUAL MEETING?**\n\n \n\nThe Company does not have a formal policy requiring that directors attend the Annual Meeting, but directors are\nencouraged to do so unless there is an unavoidable scheduling conflict. All directors at the time attended the 2025 Annual Meeting.\n\n \n\n**WHAT IS THE QUORUM REQUIREMENT FOR THE ANNUAL MEETING?**\n\n \n\nUnder the Company’s Bylaws, a quorum is required to transact\nbusiness at the Annual Meeting. The holders of a majority of the outstanding shares of RTX Common Stock as of the record date,\npresent either virtually in person or by proxy and entitled to vote, will constitute a quorum. As of the record date, March 3, 2026, 1,345,974,220 shares of Common Stock were issued and outstanding. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum.\n\n \n\n**HOW DO I VOTE?**\n\n \n\n**Registered Shareowners:**\n\n** **\n\n**Internet**\n\nYou can vote online at: www.proxyvote.com.\n\nInternet\nand telephone voting facilities will be available 24 hours a day until 11:59 p.m. Eastern\ntime on April 29, 2026 (except for participants in a company savings plan as described on\npage 92 and beneficial holders who must vote by the time specified in their voting instruction\nform).\n\n \n\nTo authenticate your internet or telephone vote, you will need to enter your confidential voter control number\nas shown on the voting materials you received. If you vote online or by telephone, you do not need to return a proxy card or voting instruction\nform.\n\n \n\n**Telephone**\n\nIn the United States or Canada, you can vote by telephone. Easy-to-follow voice prompts allow you to vote your\nshares and confirm that your instructions have been properly recorded.\n\n \n\nYou can find the telephone number on your proxy card, voting instruction form or other communications.\n\n \n\n \n\n**Mail**\n\nYou can mail the proxy card or voting instruction form enclosed with your printed proxy materials. Mark, sign\nand date your proxy card or voting instruction form, and return it in the prepaid envelope we have provided, or in an envelope addressed\nto:\n\n \n\nVote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717\n\n \n\nPlease allow sufficient time for delivery of your proxy card or voting instruction form if you decide to vote\nby mail.\n\n \n\n**During\nthe Meeting**\n\nShareowners as of the close of business on the record date, March 3, 2026, are entitled to virtually attend and\nvote during the Annual Meeting online via www.virtualshareholdermeeting.com/RTX2026.\n\n \n\nIf you have already voted online, by telephone or by mail, your vote during the Annual Meeting will supersede\nyour earlier vote.\n\n \n\n**RTX**2026 PROXY STATEMENT    **91**\n\n[**Table of Contents**](#toc)\n\n**FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING**\n\n \n\n**Beneficial Shareowners.** If you own shares in street name through an account with a bank, brokerage\nfirm or other intermediary, then your intermediary will send you printed copies of the proxy materials or provide instructions on how\nto access proxy materials electronically. You are entitled to direct the intermediary how to vote your shares by following the voting\ninstructions that the intermediary provides to you.\n\n \n\n**Shares Held in a Savings Plan Sponsored by RTX.** You can direct the voting of your proportionate interest\nin shares of RTX Common Stock held by the ESOP Fund and the Company Stock Fund under an RTX savings plan by returning a voting instruction\ncard or providing voting instructions by the internet or by telephone. If you do not provide voting instructions (or if your instructions\nare incomplete or unclear) as to one or more of the matters to be voted on, the plan trustees will vote your proportionate interest in\nshares held by the ESOP Fund for the voting choice with respect to each applicable proposal that receives the greatest number of votes\nbased on voting instructions received from ESOP Fund participants. Similarly, the plan trustees will vote your uninstructed proportionate\ninterest in shares held by the Company Stock Fund for the voting choice with respect to each applicable proposal that receives the greatest\nnumber of votes based on voting instructions received from the Company Stock Fund participants. For shares of RTX Common Stock held in\nthe ESOP Fund that are not allocated to participant accounts, the plan trustees will vote the unallocated shares for the voting choice\nwith respect to each applicable proposal that receives the greatest number of votes from those ESOP Fund participants who have submitted\nvoting instructions.\n\n \n\n**Earlier Voting Deadline for Participants in a Savings Plan Sponsored by RTX.** Broadridge Financial\nSolutions must receive your voting instructions by 11:59 p.m. Eastern time on Monday, April 27, 2026, so that it will have time to tabulate\nall voting instructions of participants and communicate those instructions to the trustees, who will vote the shares held by the savings\nplans. Because the plan trustees are designated to vote on your behalf, you will not be able to vote your shares held in a savings plan\nvirtually at the Annual Meeting.\n\n \n\n**HOW CAN I CHANGE MY VOTE?**\n\n \n\n**Registered shareowners.**If you voted by telephone or online, you may change your vote by accessing the\nsame method you used and following the instructions for revoking a proxy. If you mailed a signed proxy card, you may override your vote\nby mailing a new proxy card with a later date. And no matter what voting method you originally used, you can change your vote by voting\nvirtually during the Annual Meeting.\n\n \n\n**Beneficial shareowners.**Ask your bank, brokerage firm or other intermediary how to revoke or change your\nprevious voting instructions.\n\n \n\n**HOW WILL MY SHARES BE VOTED?**\n\n \n\nEach share of RTX Common Stock is entitled to one vote. Your shares will be voted in accordance with your instructions.\nIn addition, if you have returned a signed proxy card or submitted voting instructions by telephone or the internet, the proxy holders\nwill have, and intend to exercise, discretion to vote your shares (other than shares held in an RTX employee savings plan) in accordance\nwith their best judgment on any matters not identified in this Proxy Statement that are brought to a vote at the Annual Meeting. We do\nnot know of any such additional matters at this time.\n\n \n\nIf your shares are registered in your name and you sign and return a proxy card or vote by telephone or the internet\nbut do not give voting instructions on a particular matter, the proxy holders will be authorized to vote your shares on that matter in\naccordance with the Board’s recommendation. If you hold your shares through an account with a broker and do not give voting instructions\non a matter, your broker is entitled under New York Stock Exchange rules to vote your shares in its discretion only on Proposal 3 (appointment\nof the Independent Auditor) and is required to withhold a vote on each of the other Proposals, resulting in a so-called “broker\nnon-vote.”\n\n \n\n**92    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**FREQUENTLY\nASKED QUESTIONS ABOUT THE ANNUAL MEETING**\n\n \n\n**HOW DO ABSTENTIONS AND BROKER NON-VOTES\nAFFECT THE VOTING RESULTS?**\n\n \n\n**Matter**\n** **\n**Vote\nRequired for Approval**\n** **\n**Impact\nof Abstentions**\n** **\n**Impact\nof Broker Non-Votes**\n\n**Election of Directors**\n \nVotes for a nominee must exceed 50% of the votes cast with respect to that nominee.\n \nNot counted as votes cast; no impact on outcome.\n \nNot counted as votes cast; no impact on outcome.\n\n**Advisory Vote to** **Approve Executive** **Compensation**\n \nThe affirmative vote of the holders of a majority of shares of our common stock, present at the Annual Meeting or represented\nby proxy and entitled to vote, is required for approval.\n \nAn abstention is treated as present and entitled to vote and therefore has the effect of a vote against approval.\n \nNot counted as shares entitled to vote; no impact on outcome.\n\n**Appointment of** **PricewaterhouseCoopers** **LLP to Serve as** **Independent Auditor** **for 2026**\n \nThe affirmative vote of the holders of a majority of shares of our common stock, present at the Annual Meeting or represented\nby proxy and entitled to vote, is required for approval.\n \nAn abstention is treated as present and entitled to vote and therefore has the effect of a vote against approval.\n \nDiscretionary voting permitted.\n\n \n\n**WHAT HAPPENS IF A DIRECTOR IN AN UNCONTESTED\nELECTION RECEIVES MORE VOTES “AGAINST” THAN “FOR” THEIR ELECTION?**\n\n \n\nIn an uncontested election of directors, any\nnominee who is an incumbent director and who receives a greater number of votes cast “against” than votes cast “for”\ntheir election must, under RTX’s Corporate Governance Guidelines, promptly tender their resignation to the Chair of the Governance\nCommittee following certification of the shareowner vote. The Governance Committee must promptly make a recommendation to the Board\nabout whether to accept or reject the tendered resignation. The director who tendered a resignation may not participate in the\nGovernance Committee’s recommendation or the Board’s consideration.\n\n \n\nUnder our Corporate Governance Guidelines,\nthe Board must act on the Governance Committee’s recommendation no later than 90 days after the date of the shareowners’\nmeeting. Regardless of whether the Board accepts or rejects the resignation, RTX must promptly file a Report on Form 8-K with the\nSEC that explains the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation.\n\n \n\nIf a director’s resignation is accepted,\nthe Governance Committee also will recommend to the Board whether to fill the vacancy or to reduce the size of the Board. Under\nthe RTX Bylaws, a vacancy arising in these circumstances may be filled, at the discretion of the Board, by a majority vote of the\ndirectors or at a special meeting of shareowners called by the Board in accordance with the Bylaws.\n\n \n\n**WHO COUNTS THE VOTES?**\n\n \n\nBroadridge Financial Solutions (“Broadridge”),\nan independent entity, will tabulate the votes. At the Annual Meeting, a representative of Broadridge will act as the independent\nInspector of Election and in this capacity will supervise the voting, decide the validity of proxies and certify the results.\n\n \n\nBroadridge has been instructed to keep the\nvote of each shareowner confidential and the vote may not be disclosed, except in legal proceedings or for the purpose of soliciting\nshareowner votes in a contested proxy solicitation.\n\n \n\n**RTX**2026 PROXY STATEMENT    **93**\n\n[**Table of Contents**](#toc)\n\n**FREQUENTLY ASKED QUESTIONS\nABOUT THE ANNUAL MEETING**\n\n \n\n**HOW MAY THE COMPANY SOLICIT MY PROXY?**\n\n \n\nWe will pay the cost of soliciting proxies.\nProxies may be solicited on behalf of RTX by directors, officers or employees of RTX in person or by telephone, facsimile or other\nelectronic means. We have retained D.F. King & Co., Inc. (“D.F. King”) to assist in the distribution and solicitation\nof proxies. Based on our agreement with D.F. King, we anticipate paying fees ranging from approximately $35,000 up to approximately\n$100,000, plus out-of-pocket expenses, for these services, depending upon the extent of proxy solicitation efforts undertaken.\n\n \n\nAs required by the SEC and the NYSE, we also\nwill reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and\nproxy materials to beneficial owners of our Common Stock.\n\n \n\n**WHY DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY?**\n\n \n\nTo conserve natural resources and reduce costs,\nwe are sending most shareowners a notice of internet availability of proxy materials, as permitted by SEC rules. The notice of\ninternet availability of proxy materials explains how you can access RTX’s proxy materials on the internet and how to obtain\nprinted copies if you prefer. It also explains how you can choose either electronic or print delivery of proxy materials for future\nannual meetings.\n\n \n\n**HOW CAN I RECEIVE MY PROXY MATERIALS ELECTRONICALLY?**\n\n \n\nTo conserve resources and reduce costs, we\nencourage shareowners to access their proxy materials electronically.\n\n \n\nIf you are a registered shareowner, you can sign\nup at https://landing.computershare.com/green to get electronic access to proxy\nmaterials for future meetings, rather than receiving them in the mail. Once you sign up, you will receive an email each year explaining\nhow to access RTX’s Annual Report and Proxy Statement, and how to vote online. Your enrollment for electronic access will remain\nin effect unless you cancel it, which you can do up to two weeks before the record date for any future annual meeting.\n\n \n\nIf you are a beneficial shareowner, you may obtain\nelectronic access to proxy materials by contacting your bank, brokerage firm or other intermediary, or by contacting Broadridge at https://enroll.icsdelivery.com/rtx.\n\n** **\n\n**WHAT IF I SHARE THE SAME ADDRESS AS ANOTHER\nRTX SHAREOWNER?**\n\n \n\nIf you share an address with one or more other\nRTX shareowners, you may have received only a single copy of the Annual Report, Proxy Statement or notice of internet availability\nof proxy materials for your entire household. This practice, known as “householding,” is intended to conserve resources\nand reduce printing and mailing costs.\n\n \n\nIf you are a registered shareowner and you\nprefer to receive a separate Annual Report, Proxy Statement or notice of internet availability of proxy materials this year or\nin the future, or if you are receiving multiple copies at your address and would like to enroll in “householding” and\nreceive a single copy, please contact Computershare at 1-800-488-9281. If you are a beneficial shareowner, please contact your\nbank, brokerage firm or other intermediary to make your request. There is no charge for separate copies.\n\n** **\n\n**HOW CAN I RECEIVE A COPY OF THE COMPANY’S\n2025 ANNUAL REPORT ON FORM 10-K?**\n\n \n\nRTX will provide, without charge, a copy of\nthe Annual Report on Form 10-K to any shareowner upon a request directed to the RTX Corporate Secretary (see page 95 for contact\ninformation).\n\n** **\n\n**HOW DO I SUBMIT PROPOSALS AND NOMINATIONS\nFOR THE 2027 ANNUAL MEETING?**\n\n** **\n\n**Shareowner Proposals.** To submit\na shareowner proposal to be considered for inclusion in RTX’s Proxy Statement for the 2027 Annual Meeting under SEC Rule\n14a-8, you must send the proposal to our Corporate Secretary. The Corporate Secretary must receive the proposal in writing by close\nof the Company’s regular business hours at 5:00 p.m. Eastern time on November 9, 2026.\n\n \n\n**94    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**FREQUENTLY\nASKED QUESTIONS ABOUT THE ANNUAL MEETING**\n\n \n\nTo introduce a proposal for vote at the 2027\nAnnual Meeting (other than a shareowner proposal included in the Proxy Statement in accordance with SEC Rule 14a-8), RTX’s Bylaws\nrequire that the shareowner send advance written notice to the RTX Corporate Secretary for receipt no earlier than close of the Company’s\nregular business hours at 5:00 p.m. Eastern time on December 31, 2026, and no later than close of the Company’s regular business hours\nat 5:00 p.m. Eastern time on February 1, 2027. This notice must include the information specified by Section 1.10 of the Bylaws, a copy\nof which is available on our website at www.rtx.com.\n\n \n\n**Director Nominations at the 2027 Annual Meeting.** RTX’s\nBylaws require that a shareowner who wishes to nominate a candidate for election as a director at the 2027 Annual Meeting (other than\npursuant to the “proxy access” provisions of Section 1.12 of the Bylaws) must send advance written notice to the RTX Corporate\nSecretary for receipt no earlier than close of the Company’s regular business hours at 5:00 p.m. Eastern time on December 31, 2026, and\nno later than close of the Company’s regular business hours at 5:00 p.m. Eastern time on February 1, 2027. This notice must include the\ninformation, documents and agreements specified by Section 1.12 of the Bylaws, a copy of which is available on our website at www.rtx.com.\n\n \n\n**Director Nominations by Proxy Access.** RTX’s\nBylaws require that an eligible shareowner who wishes to have a nominee of that shareowner included in RTX’s proxy materials for\nthe 2027 Annual Meeting pursuant to the “proxy access” provisions of Section 1.12 of our Bylaws send advance written notice\nto the RTX Corporate Secretary for receipt no earlier than close of the Company’s regular business hours at 5:00 p.m. Eastern time on\nOctober 9, 2026, and no later than close of the Company’s regular business hours at 5:00 p.m. Eastern time on November 9, 2026. This\nnotice must include the information, documents and agreements specified by Section 1.12 of the Bylaws, a copy of which is available on\nour website at www.rtx.com.\n\n \n\n**HOW DO I CONTACT THE CORPORATE SECRETARY’S\nOFFICE?**\n\n \n\nShareowners may contact RTX’s Corporate\nSecretary’s Office by one of the two methods shown below:\n\n \n\nCommunication Method\nContact Information\n\nWrite a letter\nRTX Corporate Secretary\n\nRTX Corporation\n\n1000 Wilson Blvd.\n\nArlington, VA 22209\n\nSend an email\ncorpsec@rtx.com\n\n \n\n**Our Bylaws and\nother governance documents are available under the Corporate Governance section of the Company website at www.rtx.com.**\n\n** **\n\n**RTX**2026 PROXY STATEMENT    **95**\n\n[**Table of Contents**](#toc)\n\n**Other Important Information**\n\n \n\n**Cautionary Note Concerning Factors That\nMay Affect Future Results.**This Proxy Statement contains statements which, to the extent they are not statements of historical\nor present fact, constitute “forward-looking statements” under the securities laws. These forward-looking statements\nare intended to provide management’s current expectations or plans for our future operating and financial performance, based\non assumptions currently believed to be valid, and are not statements of historical fact. Forward-looking statements can be identified\nby the use of words such as “believe,” “expect,” “expectations,” “plans,” “strategy,”\n“prospects,” “estimate,” “project,” “target,” “commit,” “commitment,”\n“anticipate,” “will,” “should,” “see,” “guidance,” “outlook,” “goals,”\n“objectives,” “confident,” “on track,” “designed to,” and other words of similar meaning.\nForward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of\noperations, uses of cash, share repurchases, tax payments and rates, research and development spending, cost savings, other measures\nof financial performance, potential future plans, strategies or transactions, credit ratings and net indebtedness, a rare condition\nin powder metal used to manufacture certain engine parts requiring accelerated inspection of the PW1100G-JM Geared Turbofan fleet,\nwhich powers the A320neo family of aircraft (the “Powder Metal Matter”), and related matters and activities, including\nwithout limitation other engine models that may be impacted, targets and commitments (including for share repurchases or otherwise),\nand other statements which are not solely historical facts. All forward-looking statements involve risks, uncertainties, changes\nin circumstances, and other factors that are hard to predict, and each of which may cause actual results to differ materially from\nthose expressed or implied in the forward-looking statements. For those statements, we claim the protection of the safe harbor\nfor forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995, as amended. Such risks,\nuncertainties, and other factors include, without limitation:\n\n \n\n●\nchanges in economic, capital market, and political conditions in the U.S. and globally;\n\n●\nchanges in U.S. government defense spending, national priorities, and policy positions;\n\n●\nour performance on our contracts and programs, including our ability to control costs, and our dependence on U.S. government\napprovals for certain international contracts;\n\n●\nchallenges in the development, certification, production, delivery, support, and performance of RTX’s advanced technologies\nand new products and services and the realization of anticipated benefits;\n\n●\nthe challenges of operating in RTX’s highly competitive industries both domestically and abroad;\n\n●\nour reliance on U.S. and non-U.S. suppliers and commodity markets, including cost increases and disruptions in the delivery\nof materials and services to RTX or our suppliers;\n\n●\nchanges in trade policies, implementation of sanctions, imposition of tariffs (and counter-tariffs), and other trade measures\nand restrictions, foreign currency fluctuations, and sales methods;\n\n●\nthe economic condition of the aerospace industry;\n\n●\nthe ability of RTX to attract, train, qualify, and retain qualified personnel and maintain its culture and high ethical\nstandards, and the ability of our personnel to continue to operate our facilities and businesses around the world;\n\n●\nthe scope, nature, timing, and challenges of managing and completing acquisitions, investments, divestitures, and other transactions;\n\n●\ncompliance with legal, environmental, regulatory, and other requirements in the U.S. and other countries in which RTX\nand its businesses operate;\n\n●\npending, threatened, and future legal proceedings, investigations, audits, and other contingencies;\n\n●\nthe previously disclosed deferred prosecution agreements entered into between the Company and the Department of Justice\n(“DOJ”), the Securities and Exchange Commission (“SEC”) administrative order imposed on the Company, and\nthe related investigations by the SEC and DOJ, and the consent agreement between the Company and the Department of State;\n\n●\nRTX’s ability to engage in desirable capital-raising or strategic transactions;\n\n●\nrepurchases by RTX of its common stock, or declarations of cash dividends, which may be discontinued, accelerated, suspended,\nor delayed at any time due to various factors;\n\n●\nrealizing expected benefits from, incurring costs for, and successfully managing strategic initiatives such as cost reduction,\nrestructuring, digital transformation, and other operational initiatives;\n\n●\nadditional tax exposures due to new tax legislation or other developments in the U.S. and other countries in which RTX\nand its businesses operate;\n\n●\nthe Powder Metal Matter;\n\n●\nchanges in production volumes of one or more of our significant customers as a result of business, labor, or other challenges,\nand the resulting effect on its or their demand for our products and services;\n\n \n\n**96    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**OTHER\nIMPORTANT INFORMATION**\n\n \n\n●\nan RTX product safety failure, quality issue, or other failure affecting RTX’s or its customers’\nor suppliers’ products or systems;\n\n●\ncybersecurity, including cyber-attacks on RTX’s information technology (IT) infrastructure, products, suppliers,\ncustomers and partners, and cybersecurity-related regulations;\n\n●\ninsufficient indemnity or insurance coverage;\n\n●\nour intellectual property and certain third-party intellectual property;\n\n●\nthreats to RTX facilities and personnel, or those of its suppliers or customers, as well as public health crises, damaging\nweather, acts of nature, or other similar events outside of RTX’s control that may affect RTX or its suppliers or customers;\n\n●\nchanges in accounting estimates for our programs on our financial results;\n\n●\nchanges in pension and other postretirement plan estimates and assumptions and contributions;\n\n●\nan impairment of goodwill and other intangible assets; and\n\n●\nclimate change and climate-related regulations, and any related customer and market demands, products, and technologies.\n\n \n\nIn addition, our 2025 Annual Report on Form\n10-K includes important information as to risks, uncertainties, and other factors that may cause actual results to differ materially\nfrom those expressed or implied in the forward-looking statements. The forward-looking statements speak only as of the date of\nthis Proxy Statement or, in the case of any document incorporated by reference, the date of that document. We undertake no obligation\nto publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,\nexcept as required by applicable law. Additional information as to factors that may cause actual results to differ materially from\nthose expressed or implied in the forward-looking statements is disclosed from time to time in our other filings with the SEC.\n\n \n\n**Corporate Governance Information, our Code\nof Conduct and How to Contact the Board.**RTX’s Corporate Governance Guidelines (and related documents), the charters for each\nBoard Committee and RTX’s Code of Conduct are available on RTX’s website (www.rtx.com).\nPrinted copies will be provided, without charge, to any shareowner upon a request addressed to the RTX Corporate Secretary through the\ncontact information provided on page 95. The Code of Conduct applies to all directors and employees, including the principal executive,\nfinancial and accounting officers. Shareowners and other interested persons may send communications to the Board, the Independent Lead\nDirector or one or more independent directors by: (i) using the contact information provided on the Corporate Governance section of RTX’s\nwebsite (www.rtx.com); or (ii) letters addressed to the RTX Corporate Secretary (see page\n95 for contact information). Communications relating to RTX’s accounting, internal controls, auditing matters or business practices\nwill be reviewed by the Senior Vice President & Chief Compliance Officer, and reported to the Audit Committee pursuant to the RTX\nCorporate Governance Guidelines. All other communications will be reviewed by the RTX Corporate Secretary and reported to the Board,\nas appropriate, pursuant to the Corporate Governance Guidelines.\n\n \n\n**Transactions with Related Persons.**RTX\nhas a written policy that requires the Governance Committee to review and determine whether to approve or ratify transactions exceeding\n$120,000 in which RTX or a subsidiary is a participant and in which a related person has a direct or indirect material interest.\nA related person is defined as an RTX director or executive officer, a beneficial owner of more than 5% of RTX’s outstanding\nshares, or an immediate family member of any of the foregoing persons. Under the policy, any potential related person transaction\nmust be reported for review by the RTX Corporate Secretary who will, in consultation with the Senior Vice President & Chief\nCompliance Officer, assess whether the transaction may require review, approval or ratification by the Governance Committee. The\nGovernance Committee determines whether each transaction presented to it should be approved (or, where applicable, ratified) or\ndisapproved based on whether the transaction is determined to be in, or not inconsistent with, the best interests of RTX and its\nshareowners. In making this determination, the Governance Committee must take into consideration whether the transaction is on\nterms no less favorable to RTX than those available under similar circumstances with unaffiliated third parties and the extent\nof the related person’s interest in the transaction. The policy generally permits employment of relatives of related persons\npossessing qualifications consistent with RTX’s requirements for non-related persons in similar circumstances, provided the\nemployment is approved by the Executive Vice President & Chief Human Resources Officer and the Senior Vice President &\nChief Compliance Officer.\n\n \n\nState Street Corporation (“State Street”),\nacting in various fiduciary capacities, filed a Schedule 13F with the SEC reporting that as of December 31, 2025, State Street\nand certain of its subsidiaries collectively were the beneficial owners of more than 5% of RTX’s outstanding shares of Common\nStock. A subsidiary of State Street is the trustee for the RTX Savings Plan Master Trust. Other State Street subsidiaries provide\ninvestment management services. During 2025, RTX paid State Street and its subsidiaries approximately $7.4 million for services\nas trustee, as investment managers and for administrative and other services.\n\n \n\n**RTX**2026 PROXY STATEMENT    **97**\n\n[**Table of Contents**](#toc)\n\n**OTHER IMPORTANT INFORMATION**\n\n \n\nBlackRock, Inc. (“BlackRock”) filed\na Schedule 13F with the SEC reporting that as of December 31, 2025, BlackRock and certain of its subsidiaries collectively were\nthe beneficial owners of more than 5% of RTX’s outstanding shares of Common Stock. During 2025, BlackRock acted as an investment\nmanager for certain assets within RTX’s global pension plans and employee savings plans. BlackRock received approximately\n$1.8 million for such services.\n\n \n\nZachary Hayes, an employee of Collins Aerospace,\nis the son of RTX’s former Executive Chairman, Gregory Hayes. In 2025, Zachary Hayes received approximately $152,936 in total\ncompensation, consisting of his salary and participation in employee benefit plans and programs generally made available to employees\nof similar responsibility levels.\n\n \n\nUri Shafir, an employee of RTX’s Corporate\nOffice, is the brother-in-law of RTX’s former Executive Chairman, Gregory Hayes. In 2025, Mr. Shafir received approximately\n$362,513 in total compensation, consisting of his salary and participation in employee benefit plans and programs generally made\navailable to employees of similar responsibility levels.\n\n \n\nEmiliya S. West, an employee of RTX’s\nCorporate Office, is the sister-in-law of RTX’s former Executive Chairman, Gregory Hayes. In 2025, Ms. West received approximately\n$253,177 in total compensation, consisting of her salary and participation in employee benefit plans and programs generally made\navailable to employees of similar responsibility levels.\n\n \n\nRoderick Williams, an employee of Pratt &\nWhitney, is the spouse of Dantaya Williams, RTX’s Executive Vice President & Chief Human Resources Officer. In 2025,\nMr. Williams received approximately $301,993 in total compensation, consisting of his salary and participation in employee benefit\nplans and programs generally made available to employees of similar responsibility levels.\n\n \n\nHunter Brunk, an employee of Collins Aerospace,\nis the son of Troy Brunk, the President of Collins Aerospace. In 2025, Mr. Hunter Brunk received approximately $161,260 in total\ncompensation, consisting of his salary and participation in employee benefit plans and programs generally made available to employees\nof similar responsibility levels.\n\n \n\nTrevor Brunk, an employee of Collins Aerospace,\nis the son of Troy Brunk, the President of Collins Aerospace. In 2025, Mr. Trevor Brunk received approximately $148,032 in total\ncompensation, consisting of his salary and participation in employee benefit plans and programs generally made available to employees\nof similar responsibility levels.\n\n \n\nEach of the relationships described above was\nreviewed and approved in accordance with RTX’s Related Person Transactions Policy, which is available on our website (www.rtx.com).\n\n \n\n**Delinquent Section 16(a) Reports.**Section\n16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who beneficially own more than\n10% of a registered class of our equity securities to file reports of holdings and transactions in our Common Stock with the SEC\nand the NYSE. Based on our records and other information, we believe that, in 2025, none of our directors, executive officers or\n10% shareowners failed to file a required report on time.\n\n \n\n**Incorporation by Reference.**In connection\nwith our discussion of director and executive compensation, we have incorporated by reference in this Proxy Statement certain information\nfrom Note 10: Employee Benefit Plans and Note 19: Stock-Based Compensation, to the Consolidated Financial Statements in RTX’s\n2025 Annual Report on Form 10-K filed on February 6, 2026. These are the only portions of such filings that are incorporated by\nreference in this Proxy Statement.\n\n \n\n**Company Names, Trademarks and Trade Names.**RTX Corporation and its subsidiaries’ names, abbreviations thereof, logos and product and service designators are either\nthe registered or unregistered trademarks or trade names of RTX Corporation and its subsidiaries. Names of other companies and\norganizations, abbreviations thereof, logos of other companies and organizations, and product and service designators of other\ncompanies are either the registered or unregistered trademarks or trade names of their respective owners.\n\n \n\n**Websites.**The links to our website or\nany third-party website provided in these proxy materials have been provided for convenience purposes only, and the content contained\ntherein is not incorporated by reference into these proxy materials unless otherwise specified.\n\n \n\n**98    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**Appendix A: Reconciliation of\nGAAP\nMeasures to Corresponding\nNon-GAAP Measures**\n\n \n\n**RECONCILIATION OF NET SALES (GAAP)\nTO ADJUSTED NET SALES (NON-GAAP) AND SEGMENT OPERATING PROFIT MARGIN (GAAP) TO ADJUSTED SEGMENT OPERATING PROFIT MARGIN (NON-GAAP)**\n\n(dollars in millions)\n      \n2023\n      \n2024\n      \n2025\n\nNet sales\n \n$68,920\n \n$80,738\n \n$86,603\n\n**Reconciliation to segment net sales:**\n \n \n \n \n \n \n\nEliminations and other\n \n$1,979\n \n$2,325\n \n$2,552\n\nSegment net sales\n \n$70,899\n \n$83,063\n \n$91,155\n\n**Reconciliation to adjusted segment net sales:**\n \n \n \n \n \n \n\nNet significant and/or non-recurring items\n \n$5,346\n \n$70\n \n–\n\nAdjusted segment net sales\n \n$76,245\n \n$83,133\n \n$91,155\n\n**Reconciliation to adjusted net sales:**\n \n \n \n \n \n \n\nEliminations and other\n \n($1,940)\n \n($2,325)\n \n($2,552)\n\nAdjusted net sales\n \n$74,305\n \n$80,808\n \n$88,603\n\nOperating profit\n \n$3,561\n \n$6,538\n \n$9,300\n\nOperating profit margin\n \n5.2%\n \n8.1%\n \n10.5%\n\n**Reconciliation to segment operating profit:**\n \n \n \n \n \n \n\nEliminations and other\n \n$42\n \n$48\n \n($54)\n\nCorporate expenses and other unallocated items\n \n$275\n \n$933\n \n$248\n\nFAS/CAS operating adjustment\n \n($1,127)\n \n($833)\n \n($753)\n\nAcquisition accounting adjustments\n \n$1,998\n \n$2,058\n \n$2,005\n\nSegment operating profit\n \n$4,749\n \n$8,744\n \n$10,746\n\nSegment operating profit margin\n \n6.7%\n \n10.5%\n \n11.8%\n\n**Reconciliation to adjusted segment operating profit:**\n \n \n \n \n \n \n\nRestructuring\n \n$187\n \n$185\n \n$229\n\nNet significant and/or non-recurring items\n \n$3,082\n \n$576\n \n($126)\n\nAdjusted segment operating profit\n \n$8,018\n \n$9,505\n \n$10,849\n\nAdjusted segment operating profit margin\n \n10.5%\n \n11.4%\n \n11.9%\n\n \n\n**RTX**2026 PROXY STATEMENT    **99**\n\n[**Table of Contents**](#toc)\n\n**APPENDIX A: RECONCILIATION\nOF GAAP MEASURES TO CORRESPONDING NON-GAAP MEASURES**\n\n** **\n\n**RECONCILIATION OF NET INCOME AND DILUTED\nEARNINGS PER SHARE (GAAP) TO ADJUSTED NET INCOME AND ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP)**\n\n(dollars in millions, except per share amounts)\n      \n2023\n      \n2024\n      \n2025\n\nNet income attributable to common shareowners\n \n$3,195\n \n$4,774\n \n$6,732\n\n**Adjustments to net income attributable to common shareowners:**\n \n \n \n \n \n \n\nRestructuring costs\n \n$246\n \n$194\n \n$246\n\nAcquisition accounting adjustments\n \n$1,998\n \n$2,058\n \n$2,005\n\nSignificant and/or nonrecurring items included in operating profit\n \n$3,090\n \n$1,393\n \n($162)\n\nSignificant and/or nonrecurring items included in non-service pension income\n \n$4\n \n–\n \n$261\n\nSignificant and/or nonrecurring items included in interest expense, net\n \n($11)\n \n($67)\n \n($54)\n\nTax effect of restructuring and significant and/or nonrecurring items above\n \n($1,191)\n \n($516)\n \n($438)\n\nSignificant and/or nonrecurring items included in income tax expense (benefit)\n \n($48)\n \n($140)\n \n($59)\n\nSignificant and/or nonrecurring items included in noncontrolling Interest\n \n($20)\n \n$9\n \n–\n\nTotal adjustments to net income attributable to common shareowners\n \n$4,068\n \n$2,931\n \n$1,799\n\nAdjusted net income attributable to common shareowners\n \n$7,263\n \n$7,705\n \n$8,531\n\nWeighted average diluted shares outstanding\n \n1,435.4\n \n1,343.6\n \n1,356.4\n\nDiluted earnings per share\n \n$2.23\n \n$3.55\n \n$4.96\n\nImpact of significant and/or nonrecurring items on diluted earnings per share\n \n$2.83\n \n$2.18\n \n$1.33\n\nAdjusted diluted earnings per share\n \n$5.06\n \n$5.73\n \n$6.29\n\n \n\n**RECONCILIATION OF CASH FLOW FROM OPERATING\nACTIVITIES (GAAP) TO FREE CASH FLOW (NON-GAAP)**\n\n(dollars in millions)\n      \n2023\n      \n2024\n      \n2025\n\nNet cash flows provided by operating activities\n \n$7,883\n \n$7,159\n \n$10,567\n\nLess: Capital expenditures\n \n$2,415\n \n$2,625\n \n$2,627\n\nFree cash flow\n \n$5,468\n \n$4,534\n \n$7,940\n\n** **\n\n**RECONCILIATION OF ORGANIC SALES**\n\n(dollars in millions)\n \nTwelve Months Ended December 31, 2025 compared to the Twelve Months Ended December\n31, 2024\n\n \n        \nTotal\n\nReported\n\nChange\n        \nAcquisitions &\n\nDivestitures\n\nChange\n        \nFX/Other\n\nChange(1)\n        \nOrganic\n\nChange\n        \nPrior Year Adjusted\n\nSales(2)\n        \nOrganic Change as a %\n\nof Adjusted Sales\n\nCollins Aerospace\n \n$1,912\n \n($754)\n \n$60\n \n$2,606\n \n$28,284\n \n9%\n\nPratt & Whitney\n \n$4,850\n \n–\n \n$40\n \n$4,810\n \n$28,066\n \n17%\n\nRaytheon\n \n$1,330\n \n($460)\n \n$75\n \n$1,715\n \n$26,783\n \n6%\n\nEliminations and other(3)\n \n($227)\n \n$35\n \n($25)\n \n($237)\n \n($2,325)\n \n10%\n\n**Consolidated**\n \n**$7,865**\n \n**$1,179**\n \n**$150**\n \n**$8,894**\n \n**$80,808**\n \n**11%**\n\n(1)\nFX/Other Change includes the transactional impact of foreign exchange hedging at Pratt & Whitney\nCanada, which is included in Pratt & Whitney’s FX/Other Change, but excluded for Consolidated RTX.\n\n(2)\nFor the full Non-GAAP reconciliation of adjusted sales, refer to “Reconciliation of Adjusted (Non-GAAP) Results -\nNet Sales and Adjusted Net Sales and Segment Operating Profit Margin and Adjusted Segment Operating Profit Margin.”\n\n(3)\nIncludes other significant nonoperational items and/or significant operational items that may occur at irregular intervals.\n\n \n\n**100    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**APPENDIX\nA: RECONCILIATION OF GAAP MEASURES TO CORRESPONDING NON-GAAP MEASURES**\n\n** **\n\n**USE AND DEFINITIONS OF NON-GAAP FINANCIAL\nMEASURES**\n\nThe\nCompany reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”).\nWe supplement the reporting of our financial information determined under GAAP with certain non-GAAP\nfinancial information. The non-GAAP\ninformation presented provides investors with additional useful information but should not be considered in isolation or as substitutes\nfor the related GAAP measures. We believe that these non-GAAP\nmeasures provide investors with additional insight into the Company’s ongoing business performance. Other companies may define\nnon-GAAP measures\ndifferently, which limits the usefulness of these measures for comparisons with such other companies. We encourage investors to\nreview our financial statements and publicly-filed\nreports in their entirety and not to rely on any single financial measure. A reconciliation of the non-GAAP\nmeasures to the corresponding amounts prepared in accordance with GAAP appears in the tables in this Appendix. Certain non-GAAP\nfinancial adjustments are also described in this Appendix. Below are our non-GAAP\nfinancial measures:\n\n \n\n**Non-GAAP measure**\n     \n**Definition**\n\nAdjusted net sales / Adjusted sales\n \nRepresents consolidated net sales (a GAAP measure), excluding net significant and/or nonrecurring\nitems(1)  (hereinafter referred to as “net significant and/or nonrecurring items”).\n\nOrganic sales\n \nOrganic sales represents the change in consolidated net sales (a GAAP measure), excluding\nthe impact of foreign currency translation, acquisitions and divestitures completed in the preceding twelve months and net\nsignificant and/or nonrecurring items.\n\nAdjusted operating profit (loss) and margin percentage (ROS)\n \nAdjusted operating profit (loss) represents operating profit (loss) (a GAAP measure), excluding\nrestructuring costs, acquisition accounting adjustments(2) and net significant and/or nonrecurring items. Adjusted\noperating profit margin percentage represents adjusted operating profit (loss) as a percentage of adjusted net sales.\n\nSegment operating profit (loss) and margin percentage (ROS)\n \nSegment operating profit (loss) represents operating profit (loss) (a GAAP measure) excluding\nacquisition accounting adjustments, the FAS/CAS operating adjustment(3) , Corporate expenses and other unallocated\nitems, and Eliminations and other. Segment operating profit margin percentage represents segment operating profit (loss) as\na percentage of segment sales (net sales, excluding Eliminations and other).\n\nAdjusted segment sales\n \nRepresents consolidated net sales (a GAAP measure) excluding eliminations and other and\nnet significant and/or nonrecurring items.\n\nAdjusted segment operating profit (loss) and margin percentage (ROS)\n \nAdjusted segment operating profit (loss) represents segment operating profit (loss) excluding\nrestructuring costs, and net significant and/or nonrecurring items. Adjusted segment operating profit margin percentage represents\nadjusted segment operating profit (loss) as a percentage of adjusted segment sales (adjusted net sales excluding Eliminations\nand other).\n\nAdjusted net income\n \nAdjusted net income represents net income (a GAAP measure), excluding restructuring costs,\nacquisition accounting adjustments and net significant and/or nonrecurring items.\n\nAdjusted earnings per share (EPS)\n \nAdjusted EPS represents diluted earnings per share (a GAAP measure), excluding restructuring\ncosts, acquisition accounting adjustments and net significant and/or nonrecurring items.\n\nFree cash flow\n \nFree cash flow represents cash flow provided by operating activities (a GAAP measure) less\ncapital expenditures. Management believes free cash flow is a useful measure of liquidity and an additional basis for assessing\nRTX’s ability to fund its activities, including the financing of acquisitions, debt service, repurchases of RTX’s\ncommon stock and distribution of earnings to shareowners.\n\n(1)\nNet significant and/or nonrecurring items represent significant nonoperational items and/or significant\noperational items that may occur at irregular intervals.\n\n(2)\nAcquisition Accounting Adjustments include the amortization of acquired intangible assets related to acquisitions, the\namortization of the property, plant and equipment fair value adjustment acquired through acquisitions, the amortization of\ncustomer contractual obligations related to loss making or below market contracts acquired, and goodwill impairment, if applicable.\n\n(3)\nThe FAS/CAS operating adjustment represents the difference between the service cost component of our pension and postretirement\nbenefit (PRB) expense under the Financial Accounting Standards (FAS) requirements of GAAP and our pension and PRB expense\nunder U.S. government Cost Accounting Standards (CAS) primarily related to our Raytheon segment.\n\n \n\nWhen we provide our expectation for adjusted\nnet sales (also referred to as adjusted sales), organic sales, adjusted operating profit (loss) and margin percentage (ROS), adjusted\nsegment operating profit (loss) and margin percentage (ROS), adjusted EPS and free cash flow on a forward-looking basis, a reconciliation\nof the differences between the non-GAAP expectations and the corresponding GAAP measures, as described above, generally are not\navailable without unreasonable effort due to potentially high variability, complexity, and low visibility as to the items that\nwould be excluded from the GAAP measure in the relevant future period, such as unusual gains and losses, the ultimate outcome of\npending litigation, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures,\nand other structural changes or their probable significance. The variability of the excluded items may have a significant, and\npotentially unpredictable, impact on our future GAAP results.\n\n \n\n**RTX**2026 PROXY\nSTATEMENT    **101**\n\n[**Table of Contents**](#toc)\n\n**Appendix B: Performance Metrics\nUsed\nin Incentive\nCompensation Plans**\n\n \n\nPerformance metrics defined below are used\nsolely for 2025 incentive plan purposes. All performance measures are based on results from continuing operations, unless otherwise\nnoted.\n\n \n\n**Plan**\n \n**Metric**\n \n**RTX**\n \n**Business Units**\n\n**Annual incentives**\n \nEarnings\n \nRTX’s net income attributable to common shareowners (as reported in the 2025 Annual Report on Form 10-K), adjusted\nfor changes in tax laws, tariffs and accounting rules, restructuring, the impact of acquisitions and divestitures (including\nacquisition accounting adjustments), and significant and/or nonrecurring items.\n \nSegment operating income (as reported in the 2025 Annual Report on Form 10-K), adjusted for changes in tax laws, tariffs\nand accounting rules, restructuring costs, the impact of acquisitions and divestitures, and significant and/or nonrecurring\nitems.\n\n \n \n \n \n \n \n \n\n \n \nFree Cash Flow\n \nConsolidated net cash flow provided by operating activities, less capital expenditures (both as reported in the 2025 Annual\nReport on Form 10-K), adjusted for changes in tax laws, tariffs and accounting rules, restructuring, the impact of acquisitions\nand divestitures, and significant and/or nonrecurring items.\n \nInternal measure based on business unit net cash flow provided by operating activities, less capital expenditures, adjusted\nfor changes in tax laws, tariffs and accounting rules, restructuring, the impact of acquisitions and divestitures, and significant\nand/or nonrecurring items.\n\n \n \n \n \n \n \n \n\n**Long-term incentives**\n \nAdjusted Earnings Per Share\n \nNet income attributable to common shareowners divided by weighted average diluted shares outstanding, subject\nto adjustments for changes in tax laws, tariffs and/or accounting rules, the impact of acquisitions and divestitures (including\nacquisition accounting adjustments), restructuring, nonrecurring and other significant, nonoperational items, nonoperating\npension and postretirement income or expense, and changes in asset or liability valuations of deferred compensation plans\nrecognized in interest income/expense.\n\n \n \n \n \n \n\n \n \nReturn on Invested Capital\n \nQuarterly average of the ratio of net operating profit after tax (“NOPAT”) to Invested Capital (total\ndebt less cash plus equity), subject to certain adjustments as detailed below. NOPAT excludes non-controlling interest, non-service\npension income/expense, the impact of acquisitions and divestitures (including acquisition accounting adjustments), the impact\nof foreign exchange fluctuations, material one-time tax charges, restructuring, non-recurring and other significant, non-operational\nitems and changes in tax laws, tariffs and/or accounting rules. Invested Capital excludes accumulated other comprehensive\nincome, cash and equivalents, acquisition and divestiture borrowings, short-term borrowings, the impact of acquisitions and\ndivestitures and changes in tax laws, tariffs and/or accounting rules.\n\n \n \n \n \n \n\n \n \nRelative Total Shareowner Return\n \nThe percentage change in stock price over the cumulative three-year performance period (plus reinvested dividends)\ndivided by the stock price at the beginning of the performance period, calculated using the trailing November/December average\nadjusted closing stock price prior to and at the end of the three-year period for RTX and each of the companies within the\nS&P 500 Index and our Core A&D Peers.\n\n \n\n**102    RTX**2026 PROXY STATEMENT\n\n[**Table of Contents**](#toc)\n\n**RTX’s\nbusiness operating system, CORE, fuels a culture of continuous improvement across our company. This enables us to drive operational\nexcellence, deliver groundbreaking solutions, and help our customers meet their most critical needs.**\n\n \n\n \n\n**CORE Foundation**\n\n \n\n \n\n**C**ustomer **O**riented **R**esults and **E**xcellence™\n\n© 2026 RTX Corporation. All rights reserved.\n \nCORE and Customer Oriented Results & Excellence\n\nare trademarks of RTX Corporation.\n\n[**Table of Contents**](#toc)\n\n \n\n[**Table of Contents**](#toc)\n\n*RTX CORPORATION\n1000 WILSON BOULEVARD\nARLINGTON, VIRGINIA 22209*\n\n \n \n \n \n \n\n     \n**SCAN TO**\n**VIEW MATERIALS & VOTE**\n     \n\n**VOTE BY INTERNET**\n*Before The Meeting* - Go to **www.proxyvote.com or scan the QR Barcode above**\n\nUse the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 29, 2026 for shares held directly\nand up until 11:59 P.M. Eastern Time on April 27, 2026 for shares held in a company savings plan. Have your proxy card in\nhand when you access the website listed above and follow the instructions to complete an electronic voting instruction form.\n\n*During The Meeting* - Go to **www.virtualshareholdermeeting.com/RTX2026**\n\nYou may attend the meeting via the Internet and vote during the meeting if you are a direct shareowner. Have the information\nthat is printed in the box marked by the arrow available and follow the instructions.\n\nFor shares held through a company savings plan, you must vote prior to the meeting, but may still attend the meeting.\n\n**VOTE BY PHONE - 1-800-690-6903**\nUse any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 29, 2026 for shares\nheld directly and up until 11:59 P.M. Eastern Time on April 27, 2026 for shares held in a company savings plan. Have your\nproxy card in hand when you call and then follow the instructions.\n\n**VOTE BY MAIL**\nMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing,\nc/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.\n\nTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:\n\nV88187-P42225-Z91759               \nKEEP THIS PORTION FOR YOUR RECORDS\n\nDETACH AND RETURN THIS PORTION ONLY\n\n**THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.**\n\n**RTX CORPORATION**\n\nThe **Board of Directors** recommends a vote **FOR** the listed nominees under Item 1.\n\n \n\nItem 1 -     \nElection of Directors\n \n \n \n \n\n      \n \n**For**\n**Against**\n**Abstain**\n \n\n \n**Nominees:**\n \n \n \n \n\n \n \n \n \n \n \n\n1a.     \nTracy A. Atkinson\n☐\n☐\n☐\n \n\n \n\n1b.\nChristopher T. Calio\n☐\n☐\n☐\n \n\n \n\n1c.\nLeanne G. Caret\n☐\n☐\n☐\n \n\n \n\n1d.\nBernard A. Harris, Jr.\n☐\n☐\n☐\n \n\n \n\n1e.\nGeorge R. Oliver\n☐\n☐\n☐\n \n\n \n\n1f.\nEllen M. Pawlikowski\n☐\n☐\n☐\n \n\n \n\n1g.\nDenise L. Ramos\n☐\n☐\n☐\n \n\n \n\n1h.\nFredric G. Reynolds\n☐\n☐\n☐\n \n\n \n\n1i.\nBrian C. Rogers\n☐\n☐\n☐\n \n\n \n\n1j.\nRobert O. Work\n☐\n☐\n☐\n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**COMPANY PROPOSALS:** The **Board of Directors** recommends a vote **FOR** Items 2 and 3.\n**For**\n**Against**\n**Abstain**\n\n \n \n \n \n \n\nItem 2 -          \nAdvisory Vote to Approve Executive Compensation\n☐\n☐\n☐\n\n \n \n \n \n \n\nItem 3 -     \nAppointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2026\n☐\n☐\n☐\n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n\n \n\n \n\nPlease date and sign name exactly as it appears hereon. Executors, administrators, trustees, etc. should so indicate when\nsigning. If the shareowner is a corporation, the full corporate name should be inserted and the proxy signed by an officer\nof the corporation indicating his/her title.\n \n\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\nSignature [PLEASE SIGN WITHIN BOX]          \nDate\n\nSignature (Joint Owners)         \nDate\n\n \n\n[**Table of Contents**](#toc)\n\n \n\n \n\n \n\nThursday, April 30, 2026, 8:00 a.m. Eastern Time\n\nwww.virtualshareholdermeeting.com/RTX2026\n\n \n\n \n\n \n\n**Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:**\n\nThe Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.\n\n \n\nV88188-P42225-Z91759\n\n** **\n\n**THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS\nANNUAL MEETING OF SHAREOWNERS\nTHURSDAY, APRIL 30, 2026**\n\n** **\n\nThe undersigned hereby appoints Christopher T. Calio, Neil G. Mitchill, Jr. and Ramsaran Maharajh, or any of them, as proxies,\neach with full power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse side\nof this ballot (with discretionary authority as to any and all other business that may properly come before the meeting),\nall of the shares of Common Stock of RTX Corporation that the Shareowner(s) is/are entitled to vote at the Annual Meeting\nof Shareowners to be held at 8:00 a.m. Eastern Time on Thursday, April 30, 2026 virtually at www.virtualshareholdermeeting.com/RTX2026,\nand at any adjournment, continuation or postponement thereof.\n\n \n\n**THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREOWNER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY\nWILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS.**\n\n \n\nIf the undersigned is a participant in a company savings plan and has shares of Common Stock of RTX Corporation allocated\nto their plan account, the undersigned hereby instructs the plan trustee to vote all such shares of stock in accordance with\nthe instructions on the reverse side of this ballot at the Annual Meeting and at any adjournment, continuation or postponement\nthereof. **IF NO VOTING INSTRUCTION IS PROVIDED, THE PLAN TRUSTEE WILL VOTE THE SHARES ALLOCATED TO THE PARTICIPANT’S PLAN ACCOUNT\nIN ACCORDANCE WITH THE PROPER VOTING INSTRUCTIONS THE TRUSTEE RECEIVES WITH RESPECT TO A PLURALITY OF PLAN SHARES FOR WHICH\nTHE TRUSTEE RECEIVES PROPER VOTING INSTRUCTIONS.**\n\n \n\n**IF YOU ARE NOT VOTING ON THE INTERNET OR BY TELEPHONE, PLEASE MARK, SIGN, DATE\nAND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.**"}