Form 4: Lockheed Martin Executive's RSU Vesting and Tax Sale

Lockheed Martin's President of Aeronautics, Gregory M. Ulmer, reported accelerated vesting of restricted stock units and subsequent share dispositions to cover tax obligations.

Summary

• Gregory M. Ulmer, President of Aeronautics at Lockheed Martin Corp (LMT), reported transactions on December 5, 2025.
• The transactions involved the accelerated vesting of 104 Restricted Stock Units (RSUs) across three grants (38, 33, and 33 units).
• These RSUs converted into common stock at a price of $0 per unit upon vesting.
• Concurrently, 104 shares of common stock were disposed of to the Issuer at a price of $452.2 per share to satisfy tax withholding obligations.
• The accelerated vesting was due to Mr. Ulmer being retirement-eligible, with the balance of RSUs remaining subject to continued vesting if retirement occurs before the third anniversary of the grant date.
• Following these transactions, Mr. Ulmer directly beneficially owns 5,661.228 shares of common stock.
• Indirect beneficial ownership includes 93.8471 shares through the Lockheed Martin Salaried Savings Plan.
• Remaining unvested Restricted Stock Units held directly are 2,936 (granted Feb 22, 2024), 2,533 (granted Feb 22, 2023), and 3,024 (granted Feb 26, 2025).

Sentiment

Score: 5

Explanation: The filing reports a routine executive compensation event (RSU vesting and tax-related share disposition) with no significant positive or negative implications for the company's financial health or strategic direction. It is a standard, expected transaction.

Positives

• The executive received common stock through the vesting of Restricted Stock Units, increasing their direct equity stake before the tax-related disposition.
• The transactions are exempt under Rule 16b-3, indicating compliance with SEC regulations for insider transactions related to employee benefit plans.

Negatives

• A total of 104 shares of common stock were disposed of to the Issuer to cover tax withholding obligations, reducing the executive's direct beneficial ownership.

Future Outlook

The balance of the executive's Restricted Stock Units remains subject to continued vesting, contingent on the reporting person not retiring before the third anniversary of their respective grant dates.

Management Comments

• The accelerated vesting of shares was received upon the conversion of a portion of restricted stock units with a value equal to the tax withholding obligation of the retirement-eligible reporting person.
• Disposition to the Issuer of such shares was to satisfy the tax withholding obligation of the reporting person, which transactions are exempt under Rule 16b-3.

Industry Context

This filing details a routine executive compensation event involving Restricted Stock Units and tax-related share dispositions, which is a common practice across publicly traded companies, including those in the defense and aerospace industry like Lockheed Martin. It does not provide insights into broader industry trends or competitive positioning.

Related Party Transactions

• Disposition of shares to the Issuer to satisfy the Reporting Person's tax withholding obligation upon vesting and settlement of stock units, which is a standard, exempt transaction under Rule 16b-3.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine executive compensation transaction and tax-related disposition, not indicative of significant operational or financial changes.
• Employees: No direct impact on the broader employee base, as this relates to a specific executive's compensation.

Next Steps

• The remaining balance of the executive's Restricted Stock Units will continue to vest, provided the executive does not retire before the third anniversary of the respective grant dates.

Key Dates

Keywords

Lockheed Martin, LMT, Form 4, Insider Transaction, Restricted Stock Units, RSU, Executive Compensation, Stock Vesting, Tax Withholding