04/03/2026 | Press release | Distributed by Public on 04/03/2026 15:12
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (5) | 04/01/2026 | M | 10,360 | (5) | (5) | Common Stock | 10,360 | $ 0 | 0 | D | ||||
| Restricted Stock Unit | (6) | 04/01/2026 | M | 6,815 | (6) | (6) | Common Stock | 6,815 | $ 0 | 6,816 | D | ||||
| Restricted Stock Unit | (7) | 04/01/2026 | M | 5,451 | (7) | (7) | Common Stock | 5,451 | $ 0 | 10,902 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Dippold Michael C/O LEONARDO DRS, INC. 2345 CRYSTAL DRIVE ARLINGTON, VA 22202 |
EVP and CFO | |||
| /s/ Oriana D. Pietrangelo, Attorney-in-Fact | 04/03/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents performance restricted stock units ("PRSUs") awarded in April 2023 under the Issuer's 2022 Omnibus Equity Compensation Plan (the "Plan") for the performance period January 1, 2023 through December 31, 2025, for which performance goals have been achieved and certified on February 19, 2026. Each PRSU represents the right to one share of the Issuer's common stock. The PRSUs vested on April 1, 2026. |
| (2) | Shares withheld by the Issuer to satisfy tax withholding requirements. |
| (3) | Represents PRSUs awarded in April 2023 under the Plan for the performance period January 1, 2023 through December 31, 2025, for which performance goals have been achieved and certified on February 19, 2026. Each PRSU represents the right to one share of the Issuer's common stock. The PRSUs vested on April 1, 2026. |
| (4) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 13, 2025. |
| (5) | Each restricted stock unit ("RSU") was granted under the Plan, and represents a contingent right to receive one share of the common stock of the Issuer or the cash equivalent thereof. One-third of the RSUs vested on each of April 1, 2024 and April 1, 2025. The remaining one-third of RSUs vested on April 1, 2026. |
| (6) | Each RSU was granted under the Plan and represents a contingent right to receive one share of the common stock of the Issuer or the cash equivalent thereof. One-third of the RSUs vested on each of April 1, 2025 and April 1, 2026. The remaining one-third of RSUs are scheduled to vest on April 1, 2027, subject to the Reporting Person's continued employment with the Issuer through such date. |
| (7) | Each RSU was granted under the Plan, and represents a contingent right to receive one share of the common stock of the Issuer or the cash equivalent thereof. One-third of the RSUs vested on April 1, 2026. The remaining RSUs are scheduled to vest one-third annually on each of April 1, 2027 and April 1, 2028, subject to the Reporting Person's continued employment with the Issuer through each date. |