Form 4: L3Harris Director Zamarro Boosts Stock Holdings

L3Harris Technologies Director Christina L. Zamarro increased her beneficial ownership by acquiring 124.8 phantom stock units through a compensation deferral plan.

Summary

• Christina L. Zamarro, a Director of L3Harris Technologies, Inc. (LHX), acquired 124.8 phantom stock units.
• The acquisition occurred on October 1, 2025, at a price of $300.47 per unit.
• These phantom stock units were credited under the L3Harris Technologies, Inc. 2019 Non-Employee Director Compensation Plan, resulting from her election to defer a portion of her quarterly cash retainer.
• An additional 18.99 phantom stock units were acquired through dividend credits under the same plan since her last report.
• Following these transactions, Ms. Zamarro beneficially owns a total of 5,187.81 phantom stock units.
• The 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: 7

Explanation: The acquisition of phantom stock units through deferred compensation by a director is generally a positive signal, indicating alignment of interests and long-term confidence in the company. It's not an open market purchase, which would typically warrant a higher score, but it still reflects a commitment.

Positives

• Director Christina L. Zamarro is increasing her beneficial ownership in L3Harris Technologies, aligning her interests with those of shareholders.
• The acquisition of phantom stock units through compensation deferral demonstrates confidence in the company's long-term performance.
• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-planned and systematic approach to insider stock acquisitions.

Negatives

• The acquisition is through deferred compensation, not an open market purchase, which might be seen as a less direct signal of immediate conviction compared to a cash purchase.

Risks

• The value of the phantom stock units, and thus the director's deferred compensation, is subject to the future market price fluctuations of L3Harris Technologies common stock.

Future Outlook

The phantom stock units acquired by Director Zamarro are subject to settlement solely in shares of L3Harris Technologies common stock upon her separation from service with the Issuer, indicating a long-term holding intention.

Management Comments

• Director Christina L. Zamarro's action to defer a portion of her cash retainer into phantom stock units reflects a commitment to the company's long-term value creation and aligns her financial interests with those of shareholders.

Industry Context

Director compensation often includes equity components or deferral options to align management and board interests with shareholder value. This transaction is consistent with common practices in large publicly traded companies, particularly in the defense and aerospace sector where L3Harris operates, to encourage long-term commitment and performance.

Comparison to Industry Standards

• Many public companies, including peers in the defense industry, offer non-employee directors the option to defer cash compensation into equity-based units, such as phantom stock, to foster long-term alignment with shareholder interests.
• The use of Rule 10b5-1 plans for such transactions is a standard corporate governance practice, providing an affirmative defense against insider trading allegations by establishing pre-arranged trading schedules.

Stakeholder Impact

• Shareholders may view this as a positive signal, as a director is increasing her stake in the company, aligning her financial incentives with shareholder returns.
• The company benefits from retaining cash by deferring director compensation, potentially improving short-term liquidity.

Next Steps

• The phantom stock units will be settled in shares of L3Harris Technologies common stock upon Christina L. Zamarro's separation from service with the Issuer.

Key Dates

Recommendation

This Form 4 reports a routine, pre-planned acquisition of phantom stock units by a director through a compensation deferral plan. While it indicates alignment of interests and confidence, it does not represent a discretionary open-market purchase or significant new information that would fundamentally alter the investment thesis for L3Harris Technologies. Therefore, it supports a 'hold' recommendation for existing investors, reinforcing the status quo rather than prompting a 'buy' or 'sell' decision based solely on this filing.

Keywords

L3Harris Technologies, LHX, Christina L. Zamarro, Director, Insider Transaction, Form 4, Phantom Stock Units, Compensation Plan, Stock Acquisition, Rule 10b5-1