Form 4: L3Harris Director Joanna Geraghty Acquires Phantom Stock

L3Harris Technologies Director Joanna Geraghty acquired 143.69 phantom stock units at $304.48 each, increasing her beneficial ownership to 4,745.34 units.

Summary

• Joanna Geraghty, a Director of L3HARRIS TECHNOLOGIES, INC. (LHX), acquired 143.69 phantom stock units.
• The transaction occurred on January 2, 2026, with a price of $304.48 per unit.
• These units represent a credit under the L3Harris Technologies, Inc. 2019 Non-Employee Director Compensation Plan, resulting from her election to defer quarterly cash retainers.
• Following this acquisition, Geraghty's beneficial ownership stands at 4,745.34 phantom stock units.
• The total beneficial ownership includes an additional 13.1 phantom stock units acquired through dividend credits under the Plan since the last report.
• Phantom stock units are subject to settlement solely in shares of the Issuer's common stock upon her separation from service.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: Slightly positive due to increased insider ownership, even if through deferred compensation, indicating continued alignment of director interests with the company's long-term performance. It's a routine compensation event, so not highly impactful.

Positives

• Director Joanna Geraghty increased her beneficial ownership in L3Harris Technologies, aligning her interests with shareholders.
• The acquisition of phantom stock units through deferred compensation demonstrates a long-term commitment to the company's performance.
• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-planned, non-discretionary transaction.

Negatives

• The acquisition is of phantom stock units, which are not immediately convertible into common stock and are subject to settlement upon separation from service, rather than an immediate direct share purchase.
• The transaction represents deferred compensation rather than a direct cash investment by the director.

Future Outlook

The phantom stock units are subject to settlement solely in shares of L3Harris Technologies' common stock upon the reporting person's separation from service with the Issuer, indicating a future conversion event tied to the director's tenure.

Industry Context

Director compensation often includes equity-based awards or deferred compensation plans, such as phantom stock units, to align the interests of non-employee directors with long-term shareholder value. This practice is common across the aerospace and defense industry, where companies like L3Harris Technologies aim to retain experienced leadership and incentivize performance through equity participation.

Comparison to Industry Standards

• The use of phantom stock units as part of non-employee director compensation is a common practice in large publicly traded companies, including those in the aerospace and defense sector.
• Companies such as Raytheon Technologies (RTX), Lockheed Martin (LMT), and Northrop Grumman (NOC) also utilize various forms of equity-based compensation, including restricted stock units or deferred stock units, to compensate their non-executive directors.
• The structure, where units are settled upon separation from service, is a standard mechanism to encourage long-term commitment and align director interests with shareholder returns over an extended period.

Related Party Transactions

• The acquisition of phantom stock units by Joanna Geraghty, a director, under the L3Harris Technologies, Inc. 2019 Non-Employee Director Compensation Plan, constitutes a transaction between a related party (director) and the issuer.

Stakeholder Impact

• Shareholders: The increase in beneficial ownership by a director, even through deferred compensation, generally signals alignment of interests with shareholders, potentially fostering confidence in long-term value creation.

Next Steps

• Settlement of phantom stock units into shares of L3Harris Technologies' common stock upon Joanna Geraghty's separation from service with the Issuer.

Key Dates

Recommendation

This Form 4 filing reports a routine insider transaction related to deferred director compensation. While it shows a director increasing their beneficial ownership, which is generally a positive signal of alignment, it does not represent a direct open-market purchase or a significant new investment that would fundamentally alter the company's valuation or outlook. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

L3Harris Technologies, LHX, Joanna Geraghty, Director, Insider Transaction, Form 4, Phantom Stock Units, Deferred Compensation, Rule 10b5-1, Aerospace & Defense