Form 4: Lockheed Martin COO's RSU Vesting and Tax Withholding
Insider Transaction Report
Lockheed Martin's Chief Operating Officer, Frank A. St. John, reported accelerated vesting of restricted stock units and subsequent share dispositions to cover tax obligations.
Summary
- Frank A. St. John, Chief Operating Officer of Lockheed Martin Corp, reported transactions on December 5, 2025.
- The transactions involved the accelerated vesting of 63, 54, and 53 Restricted Stock Units (RSUs) granted on February 22, 2024, February 22, 2023, and February 26, 2025, respectively.
- These RSUs converted to common stock at a price of $0 per share.
- Concurrently, 63, 54, and 53 shares of common stock were disposed of to the Issuer at a price of $452.2 per share to satisfy tax withholding obligations upon vesting.
- These transactions are exempt under Rule 16b-3.
- Following these transactions, Mr. St. John directly beneficially owns 0 shares of common stock from these specific vesting events after tax withholding.
- Remaining derivative securities (Restricted Stock Units) beneficially owned are 3,756 (expiring February 22, 2026), 4,429 (expiring February 22, 2027), and 4,499 (expiring February 26, 2028).
Sentiment
Score: 5
Explanation: The filing is neutral as it reports routine insider transactions related to executive compensation and tax obligations, which are expected and do not indicate any significant positive or negative operational or financial developments for the company.
Positives
- The vesting of Restricted Stock Units represents the realization of previously granted equity compensation for the Chief Operating Officer, indicating continued alignment of executive interests with shareholder value.
Negatives
- The disposition of shares, while for tax withholding purposes, results in a reduction of the executive's direct common stock holdings from these specific vesting events.
Future Outlook
The balance of the Restricted Stock Units remains subject to continued vesting in the event the reporting person retires before the third anniversary of their respective grant dates, indicating future potential equity realization.
Industry Context
This filing represents a routine insider transaction related to executive compensation, common across publicly traded companies, particularly those with robust equity incentive programs. It does not provide specific insights into broader industry trends or competitive positioning.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Appointment | John E. Stevens, acting under existing powers of attorney, appointed Lynda M. Noggle as a substitute attorney-in-fact. Ms. Noggle is authorized to execute and file Section 16 and Rule 144 documents with the SEC on behalf of several individuals, including Frank A. St. John, without the power of further substitution. | December 4, 2025 | This streamlines the process for filing required SEC documents for company insiders, ensuring compliance with reporting obligations. It clarifies the authority for such filings but does not alter the roles or responsibilities of the named executives. |
Stakeholder Impact
- Shareholders: The filing provides transparency regarding executive compensation and share ownership changes, which is standard for corporate governance.
- Employees: No direct impact on general employees is indicated.
- Management: The filing reflects the realization of equity compensation for a key executive and formalizes the process for SEC filings through a power of attorney.
Next Steps
- The remaining Restricted Stock Units will continue to vest, subject to the reporting person's retirement status before the third anniversary of their grant dates.
Key Dates
| Date | Description |
|---|---|
| June 19, 2025 | Date of Power of Attorney for several individuals, including Frank A. St. John, to John E. Stevens. |
| June 20, 2025 | Date of Power of Attorney for Timothy S. Cahill and Gregory M. Ulmer to John E. Stevens. |
| June 25, 2025 | Date of Power of Attorney for several individuals, including John C. Aquilino, David B. Burritt, John M. Donovan, Joseph F. Dunford, Jr., Thomas J. Falk, Vicki A. Hollub, Debra L. Reed-Klages, Heather Wilson, and Patricia E. Yarrington to John E. Stevens. |
| December 4, 2025 | Execution date of the Substitute Power of Attorney by John E. Stevens, appointing Lynda M. Noggle. |
| December 5, 2025 | Date of earliest transaction reported for Frank A. St. John. |
| December 9, 2025 | Signature date of the Form 4 filing by Lynda M. Noggle, Attorney-in-fact for Frank A. St. John. |
| February 22, 2026 | Expiration date for 3,756 remaining Restricted Stock Units. |
| February 22, 2027 | Expiration date for 4,429 remaining Restricted Stock Units. |
| February 26, 2028 | Expiration date for 4,499 remaining Restricted Stock Units. |
Keywords
Lockheed Martin, LMT, Form 4, Insider Transaction, Restricted Stock Units, RSU, Equity Compensation, Tax Withholding, Executive Compensation, Frank A. St. John
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