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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-02-28 · 41 added, 19 removed, 148 unchanged (29% of the section changed)

9 unchanged sentences

Also, projections of any evaluation of internal control effectiveness to future periods are subject to the risk that existing controls may become inadequate because of changing conditions, or that the degree of compliance with existing policies and procedures may deteriorate.

Ernst & Young LLP, our independent registered public accounting firm, audited our consolidated financial statements included in this Report and our internal control over financial reporting, and the firm’s report on our internal control over financial reporting is included herein.

Ernst & Young LLP, our independent registered public accounting firm, audited our consolidated financial statements included in this Annual Report and our internal control over financial reporting, and the firm’s report on our internal control over financial reporting is included herein.

Changes in Internal Control Over Financial Reporting

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, shareholders' equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes and our report dated February 27, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of earnings, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated March 3, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Tysons, Virginia

February 27, 2024

March 3, 2025

OTHER INFORMATION

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Securities Trading Plans of Directors and Executive Officers

During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as such terms are defined under Item 408 of Regulation S-K, except as follows (1) :

Name and title Date of adoption of 10b5-1 Plan (2)

Scheduled expiration date of 10b5-1 Plan (3)

Aggregate number of shares of common stock to be purchased or sold (4)(5)

Salzman , Director

11/11/2024 7/31/2025 Up to 6,954 shares

Sally Wallace , Executive Vice President Operations

12/11/2024 6/30/2025 Up to 12,354 shares

________________

(1) Each trading arrangement listed is a “Rule 10b5-1 Trading Arrangement” and is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended.

(2) Transactions under each Rule 10b5-1 Plan commence no earlier than 90 days after adoption, or such later date as required by Rule 10b5-1.

(3) Each Rule 10b5-1 Plan may expire on such earlier date as all transactions are completed.

(4) Each Rule 10b5-1 Plan provides for shares to be sold on multiple predetermined dates.

(5) The actual number of shares under each Rule 10b5-1 Plan may be different than the aggregate number of shares listed based on tax withholdings and performance and vesting conditions of performance-based stock units and restricted stock units (as applicable).

Share Repurchase Program

On February 20, 2025, the Company announced that its Board of Directors approved a share repurchase program that allows the Company to purchase up to $75 million of its outstanding common stock through March 4, 2027, subject to market conditions.

All repurchased shares are expected to be retired.

Payment of Dividends

Also on February 20, 2025, the Company announced that its Board of Directors approved a cash dividend of $.09 per share of common stock payable on March 27, 2025 to shareholders of record as of the close of business on March 13, 2025.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 regarding our directors and corporate governance matters is incorporated by reference herein to the Proxy Statement sections entitled "Directors and Corporate Governance." The information required by Item 10 regarding our executive officers appears as a supplementary item following Item 4 under Part I of this Report.

The information required by Item 10 regarding compliance with Section 16(a) of the Exchange Act, is incorporated by reference herein to the Proxy Statement section entitled "Delinquent Section 16(a) Reports.”

1 unchanged sentence

We will post any amendment to or waiver from the provisions of the Code of Business Conduct and Ethics that applies to the executive officers above on the same website and will provide it to stockholders free of charge upon written request by contacting Leonardo DRS, Inc., at 2345 Crystal Drive, Suite 1000, Arlington, Virginia 22202.

The information required by Item 10 regarding insider trading policies and procedures is incorporated by reference herein to the Proxy Statement section entitled “Insider Trading Policy.” In addition, our Insider Trading Policy is filed as Exhibit 19 to this Annual Report.

EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated by reference herein to the Proxy Statement sections entitled “Directors and Corporate Governance - Non-Employee Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report.” Notwithstanding anything indicating the contrary set forth in this Report, the “Compensation Committee Report” section of the Proxy Statement shall be deemed to be “furnished” not “filed” for purposes of the Exchange Act, as amended.

The information required by Item 11 is incorporated by reference herein to the Proxy Statement sections entitled “Directors and Corporate Governance - Non-Employee Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report.” Notwithstanding anything indicating the contrary set forth in this Annual Report, the “Compensation Committee Report” section of the Proxy Statement shall be deemed to be “furnished” not “filed” for purposes of the Exchange Act, as amended.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

C onsolidated Financial Statements

Consolidated Financial Statements

Consolidated Statements of Earnings

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Notes to Consolidated Financial Statements (1 to 20)

Financial Statement Schedules

All schedules are omitted because they are not applicable, not required or the information is included in the Consolidated Financial Statements or the related notes thereto.

Index to Exhibits - Leonardo DRS

8 unchanged sentences

and Blackstart LTD, effective August 25, 2022 (incorporated by reference to Exhibit 2.1(a) of the Company’s Registration Statement on Form S-4 filed on September 2, 2022)

Amended and Restated Certificate of Incorporation of Leonardo DRS, Inc., as in effect (incorporated by reference to Exhibit 3.1 to the Form 8-K filed November 28, 2022)

A mendment to t he Amended and Restated Certificate of Incorpor ation of Leonardo DRS, Inc.

Amended and Restated Certificate of Incorporation of Leonardo DRS, Inc., as in effect (incorporated by reference to Exhibit 3.1 to the Form 8-K12B filed on November 28, 2022)

Amendment to the Amended and Restated Certificate of Incorporation of Leonardo DRS, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 7, 2023)

Amended and Restated Bylaws of Leonardo DRS, Inc., as in effect (incorporated by reference to Exhibit 3.2 to the Form 8-K12B filed November 28, 2022)

Amended and Restated Bylaws of Leonardo DRS, Inc., as in effect (incorporated by reference to Exhibit 3.2 to the Form 8-K12B filed on November 28, 2022)

Description of Leonardo DRS, Inc.

22 unchanged sentences

and William J.

Lynn III (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K12B dated November 28, 2022)

Lynn III (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K12B filed on November 28, 2022)

10.11† Leonardo DRS Incentive Compensation Plan (incorporated by reference to Exhibit 10.11 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022)

5 unchanged sentences

10.15† Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-8 dated November 28, 2022)

10.16† Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-1 filed February 26, 2021)

10.16† Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-1 filed on February 26, 2021)

10.17† Form of Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-8 dated November 28, 2022)

2 unchanged sentences

Form of Director Restricted Stock Unit Award Agreement (2023) (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023)

Consent of Independent Registered Public Accounting Firm

Leonardo DRS, Inc.

Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 16, 2024)

Leonardo DRS, Inc.

2022 Omnibus Equity Compensation Plan (amended and restated effective May 15, 2024) (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 dated May 17, 2024)

Insider Trading Policy , effective as of February 10, 2025

Consent of Independent Registered Public Accounting Firm

17 unchanged sentences

* Identifies each exhibit filed herewith.

(a) Financial Statement Schedules:

Not applicable.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized as of February 27, 2024.

LEONARDO DRS, INC.

1 unchanged sentence

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on February 27, 2024 by the following persons on behalf of the registrant in the capacities indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on March 3, 2025 by the following persons on behalf of the registrant in the capacities indicated.

Signature Title

20 unchanged sentences

Gallagher Director

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT

No such annual report or proxy material has been sent to security holders.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures