Form 4: Lockheed Martin Director Acquires Phantom Stock Units

Sentiment:

Insider Transaction Report


Lockheed Martin director John Donovan acquired 103.3762 phantom stock units through a deferred compensation plan, increasing his total indirect holdings.

Summary

  • John Donovan, a Director at Lockheed Martin Corp, acquired 103.3762 phantom stock units on December 31, 2025.
  • These units were acquired at a price of $483.67 per share through director retainer fee deferral under the Lockheed Martin Corporation Directors Deferred Compensation Plan.
  • The transaction is exempt under Section 16(b) of the Securities Exchange Act.
  • Following this transaction, Donovan beneficially owns 1,362.1628 phantom stock units indirectly through the Directors Deferred Compensation Plan.
  • Additionally, Donovan holds 1,777.6254 previously acquired phantom stock units indirectly through the Lockheed Martin Corporation Amended and Restated Directors Equity Plan.
  • Total indirect beneficial ownership of phantom stock units is 3,139.7882 units.
  • Phantom stock units convert to common stock on a one-for-one basis and are settled in cash upon retirement or termination of service.
  • Holdings include additional acquisitions through dividend reinvestment.

Sentiment

Score: 6

Explanation: The acquisition of phantom stock units through a deferred compensation plan by a director is a routine event that generally indicates alignment of interests, but does not reflect a direct market purchase or sale based on new information. It's a neutral to slightly positive signal.

Positives

  • Director John Donovan's acquisition of phantom stock units through deferred compensation aligns his interests with long-term shareholder value.
  • The transaction is part of a standard director compensation plan, indicating stable corporate governance practices.

Future Outlook

The filing does not provide specific forward-looking statements or guidance, beyond the general understanding that phantom stock units will be settled in cash upon the reporting person's retirement or termination of service.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, specifically a director's acquisition of phantom stock units through a deferred compensation plan. Such transactions are common across industries for executive and director compensation, aiming to align leadership interests with long-term company performance.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Substitute Power of Attorney AppointmentJohn E. Stevens, acting as substitute attorney-in-fact for John M. Donovan and other individuals, appointed Lynda M. Noggle as a further substitute attorney-in-fact. Lynda M. Noggle is authorized to execute and file SEC documents (Section 16, Rule 144) related to equity securities of Lockheed Martin Corporation on behalf of the listed individuals, without the power of further substitution.December 4, 2025This administrative change streamlines the process for filing required SEC documents for directors and officers, ensuring compliance with regulatory requirements.

Related Party Transactions

  • John Donovan, a director of Lockheed Martin Corp, acquired phantom stock units as part of his compensation plan, which is a transaction between the company and a related party (an insider).

Stakeholder Impact

  • Shareholders: The acquisition of phantom stock units by a director aligns management's interests with long-term shareholder value, as the value of these units is tied to the company's stock performance.

Next Steps

  • Settlement of phantom stock units in cash upon John Donovan's retirement or termination of service.
  • Potential election by non-employee directors to receive payment of awards granted on or after January 1, 2018, on the first business day of April following vesting, provided stock ownership guidelines are met.

Key Dates

DateDescription
June 19, 2025Date of Power of Attorney for Stephanie C. Hill, Robert M. Lightfoot, Jr., H. Edward Paul III, Maria A. Ricciardone, Evan T. Scott, Frank A. St. John, James D. Taiclet.
June 20, 2025Date of Power of Attorney for Timothy S. Cahill and Gregory M. Ulmer.
June 25, 2025Date of Power of Attorney for 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, Patricia E. Yarrington.
December 4, 2025Date of execution of the Substitute Power of Attorney by John E. Stevens, appointing Lynda M. Noggle.
December 31, 2025Date of earliest transaction for John Donovan's acquisition of phantom stock units.
January 5, 2026Signature date of the reporting person (John M. Donovan, by Lynda M. Noggle, Attorney-in-fact) for the Form 4 filing.

Recommendation

hold

This Form 4 filing details a routine acquisition of phantom stock units by a director as part of a deferred compensation plan. It does not represent a discretionary market purchase or sale based on new material information, nor does it indicate a significant shift in company fundamentals. Therefore, it provides no basis for a change in investment recommendation, suggesting a 'hold' position for existing investors.

Keywords

Lockheed Martin, LMT, Form 4, Insider Transaction, John Donovan, Director Compensation, Phantom Stock Units, Deferred Compensation, Corporate Governance, Equity Plan

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