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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-03 · 29 added, 44 removed, 145 unchanged (33% of the section changed)

13 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Leonardo DRS, Inc.

To the Stockholders and the Board of Directors of Leonardo DRS, Inc.

Opinion on 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, 2025, 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, 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.

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, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Tysons, Virginia

March 3, 2025

February 26, 2026

OTHER INFORMATION

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.

During the three months ended December 31, 2025, 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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

7 unchanged sentences

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 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.

The information required by Item 11 is incorporated by reference herein to the Proxy Statement sections entitled “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

The information required by Item 12 is incorporated by reference herein to the Proxy Statement sections entitled “Stock Ownership of Management Table,” “Compensation Discussion and Analysis,” “Executive Compensation” and “Persons Owning More than 5% of Leonardo DRS Common Stock.”

The information required by Item 12 is incorporated by reference herein to the Proxy Statement sections entitled “Stock Ownership of Management Table,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Equity Compensation Plan Information” and “Persons Owning More than 5% of Leonardo DRS Common Stock.”

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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Consolidated Statements of Cash Flows

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Stockholders’ Equity

Notes to Consolidated Financial Statements (1 to 18)

11 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-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 on November 28, 2022)

Third Amended and Restated Certificate of Incorporation of Leonardo DRS, Inc., as in effect (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 5, 2025)

3.2 Fifth Amended and Restated Bylaws of Leonardo DRS, Inc., as in effect (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 5, 2025)

Description of Leonardo DRS, Inc.

3 unchanged sentences

and Leonardo – Societ à per azioni (incorporated by reference to Exhibit 10.6 to the Company’s POS AM on Form S-1 filed on June 11, 2021)

10.3 Commitment Letter re Leonardo DRS, Inc.

Commitment to Mitigate Foreign Ownership, Control or Influence, dated as of February 26, 2021, by and among Leonardo DRS, Inc., Leonardo US Holding, Inc., Leonardo – Società per azioni and the U.S.

Department of Defense (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A filed on March 9, 2021)

10.3 First Amendment to Tax Allocation Agreement, dated November 16, 2020, by and among Leonardo US Holding, Inc., Leonardo DRS, Inc.

2 unchanged sentences

and Leonardo Aircraft, Inc., effective July 29, 2022 (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-4 filed on August 3, 2022)

10.6 Form of Amended and Restated Proxy Agreement by and among Leonardo DRS, Inc., the individual Proxy Holders signatories thereto, Leonardo US Holding, Inc., Leonardo – Società per azioni and the U.S.

Department of Defense (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A filed on March 9, 2021)

10.5 Amended and Restated Proxy Agreement, dated as of March 1, 2025, by and among Leonardo DRS, Inc., the individual Proxy Holders signatories thereto, Leonardo US Holding, Inc., Leonardo – Società per azioni and the U.S.

Department of Defense , (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 12, 2025)

10.6 Registration Rights Agreement, dated as of November 28, 2022, by and among Leonardo DRS, Inc., Leonardo S.P.A.

1 unchanged sentence

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K12B filed on November 28, 2022)

10.8 Cooperation Agreement, dated as of November 28, 2022, by and among Leonardo DRS, Inc., Leonardo S.P.A.

10.7 Amended and Restated Cooperation Agreement, dated as of June 18, 2025, by and among Leonardo DRS, Inc., Leonardo S.P.A.

and Leonardo US Holdings, Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K12B filed on November 28, 2022)

(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on July 30, 2025)

10.8 Credit Agreement dated as of November 29, 2022, by and among Leonardo DRS, Inc.

referred to therein, each of the lenders identified therein and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 29, 2022)

10.9 Credit Agreement, dated as of January 28, 2026 , by and among Leonardo DRS, Inc., certain subsidiaries of Leonardo DRS, Inc.

referred to therein, each of the lenders identified therein and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 28, 2026)

10.10† Employment Agreement, dated as of November 22, 2022, by and between Leonardo DRS, Inc.

1 unchanged sentence

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† Employment Agreement, dated as of October 27, 2025, by and between Leonardo DRS, Inc.

and John Baylouny (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 29, 2025)

10.12† T ransition Separation Plan , dated as of October 27, 2025, by and between Leonardo DRS, Inc.

and William J.

Lynn III (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 29, 2025)

10.13† 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)

14 unchanged sentences

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

19 Insider Trading Policy, effective as of February 10, 2025 (incorporated by reference to Exhibit 19 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024)

Consent of Independent Registered Public Accounting Firm

Certification by principal executive officer pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification by principal financial officer pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification by principal executive officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification by principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification by principal executive officer pursuant to 18 U.S.C.

15 unchanged sentences

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 March 3, 2025.

LEONARDO DRS, INC.

/s/ William J.

/s/ John Baylouny

John Baylouny

Chief Executive Officer

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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on February 25, 2026 by the following persons on behalf of the registrant in the capacities indicated.

Signature Title

/s/ William J.

Lynn III Director, Chief Executive Officer

/s/ John Baylouny Director, Chief Executive Officer

(Principal Executive Officer)

John Baylouny

/s/ Michael D.

17 unchanged sentences

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