Lockheed Martin (LMT) COO Frank St. John discloses RSU vesting and tax share dispositions

Rhea-AI Filing Summary

Lockheed Martin Chief Operating Officer Frank A. St. John reported routine equity compensation activity involving restricted stock units (RSUs) and related share dispositions on 12/05/2025. Several RSU grants vested early because he is retirement-eligible, converting into small blocks of common stock of 63, 54, and 53 shares, which increased his directly held shares before tax withholding.

To cover his tax withholding obligations on these vestings, he transferred an aggregate of 170 shares back to Lockheed Martin at a price of $452.20 per share, leaving him with no directly owned common shares after these transactions. The footnotes state these transactions are exempt under Rule 16b-3 and that the remaining RSU balances from the 2023, 2024, and 2025 grants will continue to vest if he retires before the third anniversary of each grant date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

St John Frank A

(Last) (First) (Middle)

6801 ROCKLEDGE DRIVE

(Street)

BETHESDA MD 20817

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LOCKHEED MARTIN CORP [ LMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/05/2025		M		63(1)	A	$0(1)	63	D
Common Stock	12/05/2025		M		54(2)	A	$0(2)	117	D
Common Stock	12/05/2025		M		53(3)	A	$0(3)	170	D
Common Stock	12/05/2025		F		53(4)	D	$452.2	117	D
Common Stock	12/05/2025		F		54(4)	D	$452.2	63	D
Common Stock	12/05/2025		F		63(4)	D	$452.2	0.0000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	12/05/2025		M			54(2)	(2)	02/22/2026	Common Stock	54	(2)	3,756	D
Restricted Stock Units	(5)	12/05/2025		M			63(1)	(1)	02/22/2027	Common Stock	63	(1)	4,429	D
Restricted Stock Units	(5)	12/05/2025		M			53(3)	(3)	02/26/2028	Common Stock	53	(3)	4,499	D

Explanation of Responses:

1. Represents the accelerated vesting of shares received upon the conversion of a portion of restricted stock units (RSUs) granted on February 22, 2024, with a value equal to the tax withholding obligation of the retirement-eligible reporting person and disposition to the Issuer of such shares to satisfy the tax withholding obligation of the reporting person, which transactions are exempt under Rule 16b-3. The balance of the RSUs remains subject to continued vesting in the event the reporting person retires before the third anniversary of the grant date.

2. Represents the accelerated vesting of shares received upon the conversion of a portion of restricted stock units (RSUs) granted on February 22, 2023, with a value equal to the tax withholding obligation of the retirement-eligible reporting person and disposition to the Issuer of such shares to satisfy the tax withholding obligation of the reporting person, which transactions are exempt under Rule 16b-3. The balance of the RSUs remains subject to continued vesting in the event the reporting person retires before the third anniversary of the grant date.

3. Represents the accelerated vesting of shares received upon the conversion of a portion of restricted stock units (RSUs) granted on February 26, 2025, with a value equal to the tax withholding obligation of the retirement-eligible reporting person and disposition to the Issuer of such shares to satisfy the tax withholding obligation of the reporting person, which transactions are exempt under Rule 16b-3. The balance of the RSUs remains subject to continued vesting in the event the reporting person retires before the third anniversary of the grant date.

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

5. Restricted stock units convert to common stock on a one-for-one basis.

Remarks:

Exhibit 24, Substitute Power of Attorney

	Frank A. St. John, by Lynda M. Noggle, Attorney-in-fact	12/09/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Lockheed Martin (LMT) report for its COO?

Lockheed Martin reported that its Chief Operating Officer, Frank A. St. John, had portions of his restricted stock units (RSUs) vest on 12/05/2025, converting into common shares and triggering related share dispositions to cover tax withholding obligations.

How many Lockheed Martin (LMT) shares were involved in the COO’s RSU vesting on 12/05/2025?

The RSU vesting converted into 63 shares from a 2024 grant, 54 shares from a 2023 grant, and 53 shares from a 2025 grant of Lockheed Martin common stock.

What price was used for the Lockheed Martin (LMT) tax withholding share dispositions?

To satisfy tax withholding upon vesting, 170 shares of Lockheed Martin common stock were disposed of back to the issuer at $452.20 per share.

Why are the Lockheed Martin (LMT) COO’s transactions described as exempt under Rule 16b-3?

The filing explains that the accelerated vesting and the disposition of shares to Lockheed Martin to cover the COO’s tax withholding obligations are exempt under Rule 16b-3, which covers certain insider transactions tied to equity compensation plans.

Do Frank A. St. John’s RSUs in Lockheed Martin (LMT) continue to vest after this transaction?

Yes. The filing states that the remaining RSU balances from the February 22, 2023, February 22, 2024, and February 26, 2025 grants will continue to vest if he retires before the third anniversary of each grant date.

How many Lockheed Martin (LMT) RSUs does the COO still hold after the 12/05/2025 transactions?

After the reported transactions, he beneficially owned 3,756 RSUs from the 2023 grant, 4,429 RSUs from the 2024 grant, and 4,499 RSUs from the 2025 grant, each convertible into the same number of Lockheed Martin common shares on a one-for-one basis.