LOCKHEED MARTIN CORP

Audit Committee Report STOCKHOLDER PROPOSAL OTHER INFORMATION 66 Security Ownership of Management and Certain Beneficial Owners 66 Frequently Asked Questions 68 Appendix A: Definition of Non-GAAP Measures 75 Disclosure Regarding Forward-Looking Statements 77 Frequently Requested Information Board Leadership Structure 3 Board Attendance 9 Board Performance Assessment 9 Board Oversight of Risk 11 Dynamic and Emerging Risks 13 Director Nominees’ Strategic Expertise and Core Competencies Matrix Director Nominee Biographies Oversight of Director Commitments Director Compensation Compensation Discussion and Analysis 29 Summary Compensation Table 45 iv 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION About Lockheed Martin Lockheed Martin Corporation (Lockheed Martin, the Company, us or we) (NYSE: LMT) is a global aerospace and defense technology company that builds and sustains the solutions America and its allies need to deter conflict and advance national security and scientific exploration objectives. We offer integrated solutions, at scale, across all warfighting domains. Our defense, space, intelligence, homeland security, information technology and cybersecurity capabilities serve U.S. and international customers in defense, civil and commercial applications. Our principal customers are agencies of the U.S. Government and allies. Our Mission is to deliver reliable, innovative and affordable technology solutions to keep our customers Ahead of Ready to succeed in any mission and return home safely to their families. PERFORM TRANSFORM GROW Lead in delivering advanced, integrated solutions to our customers at scale. Drive business outcomes. Deliver outstanding results for our customers and stockholders. Transform ourselves and our supply chain. Innovate our solutions. Adopt new processes and tools to become more agile for customers. Expand existing core business. Go after new segments and adjacent markets. Disrupt ourselves through new developments, programs and products. As a leader in the global security and aerospace industry, we are a pathfinder for 21st Century Security, our vision to accelerate the adoption of advanced networking and digital technologies into the defense enterprise of the U.S. and allied nations while enhancing the performance and value of our platforms and products for our customers. We deliver on our vision by integrating new and existing systems across all domains with advanced, open-architecture networks including third-party technology, to make forces more agile, adaptive and unpredictable, while developing and deploying advanced technologies such as: Advanced Communications and 5G.MIL® Solutions Artificial Intelligence (AI) and Machine Learning Autonomy and Human-Machine Teaming Cyber Directed Energy Hypersonic Solutions Our People 123,000Employees Worldwide 72,000Engineers, Scientists and IT Professionals 20%are Veterans Employee data as of December 31, 2025 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION Lockheed Martin is Committed to Sound Corporate Governance As a leader in the global security and aerospace industry, the Company’s Board of Directors, through the Nominating and Corporate Governance Committee (Governance Committee), has established best-in-class governance practices aligning with our business. Our active and independent Board insists upon a dynamic governance model to ensure stockholder rights and robust oversight of our business. Our Charter, Bylaws, Corporate Governance Guidelines (Governance Guidelines) and Committee Charters establish the primary framework for our governance practices and are available on the Company’s website at www.lockheedmartin.com/corporate-governance. Governance Highlights We are an original signatory to the Commonsense Corporate Governance Principles 2.0 (a framework for sound, long-term oriented governance). Our governance highlights include: BOARD-RELATED STOCKHOLDER RIGHTS-RELATED Entirely independent Board other than the Chairman One class of voting stock Strong and engaged independent Lead Director One share, one vote Entirely independent standing committees of the Board Annual election of directors Annual review of Board leadership structure Majority voting for directors in uncontested elections Annual Board and Committee evaluations Mandatory tender of resignation if majority vote not received in uncontested election Active Board refreshment Proactive, year-round stockholder engagement Regular executive sessions of independent directors No super-majority voting requirements Meaningful director stock ownership guidelines Market-standard proxy access Policy against “overboarding” Right to call a special meeting under the Bylaws Retirement policy Right to amend Bylaws Regular review of Committee Charters and Governance Guidelines No poison pill Access to officers and employees Active engagement with stockholder proponents Active succession planning for key executive roles Disclosure of related person transactions 100% attendance at 2025 Board and Committee meetings For a summary of our compensation best practices, see “Compensation Discussion and Analysis” beginning on page 29. 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION Board Leadership Structure The Board has determined that a combined Chairman and CEO role along with a strong independent Lead Director best serves our current business needsEach year, and more frequently as conditions warrant, the Governance Committee reviews the Board leadership structure and determines whether to recommend any changes to the full Board.At present, the Board believes that the unified Chairman and CEO role, combined with the extensive authority given to the independent Lead Director, effectively represents the interests of stockholders and enables the Board to exercise independence and oversight in service of the Company. The Board does this through frequent executive sessions, wholly independent Board committees and an independent Lead Director with significant experience and clearly delineated and comprehensive duties. The Board also believes that presenting a single face to our customers through the combined Chairman and CEO role is valuable. Further, the combined Chairman and CEO role facilitates real-time, transparent communication with the Board on critical business matters and best positions the Company to successfully implement its strategy, particularly in the current dynamic and challenging geopolitical and economic environment. The Board believes that Mr. Taiclet, a former independent Board member and a veteran with deep knowledge of complex industries and our primary customer, is well qualified to serve as Chairman and that the Board operates effectively and efficiently under his leadership.The Governance Committee will continue to review the leadership structure on an annual basis to ensure that it continues to meet the needs of the Company and supports the generation of stockholder value over the long term. Chairman, President and CEOJames D. Taiclet Independent Lead Director & Governance Committee ChairThomas J. Falk Elected annually by the independent directors Other Committee ChairsPatricia E. Yarrington (Audit)Joseph F. Dunford, Jr. (CBS)*John M. Donovan (Compensation)All committees are fully independent * Gen. Dunford is not standing for reelection. This is because of a change in his professional circumstances and not because of a disagreement with the Company. He will remain CBS Committee chair until the Annual Meeting, after which the Board will appoint a new chair. The Board has vested significant authority with the independent Lead Director The Board has structured the independent Lead Director’s role to optimize Board oversight of management and provide an outside perspective. The independent Lead Director has defined responsibilities specified in the Bylaws and Governance Guidelines or as otherwise assigned by the Board, which include: •Serving as Leader of the Independent Directors, by chairing executive sessions of the independent directors and presiding as Chair at Board meetings when the Chairman is not present, determining the frequency and timing of executive sessions of independent directors, providing Board feedback and counsel to the Chairman and serving as Chairman of the Governance Committee and an ex officio member of each Board committee. •Approving Board and Committee Meeting Agendas and Schedules in consultation with the Chairman and committee chairs. •Providing Feedback to Management on the scope and quality of information sent to the Board, acting as liaison between the Board and management and among the directors and the committees of the Board and leading discussions among the independent directors to evaluate the Board’s and the Chairman and CEO’s performance. •Advancing Board Refreshment and Development, by leading the Governance Committee’s efforts to recruit directors and leading the Board’s annual self-assessment process. •Communicating with Stockholders, by serving as the Board’s primary point of contact for stockholders and other stakeholders and meeting with investors when appropriate. •Having Authority to Call Special Meetings of the Board or independent directors at any time for any purpose. 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION Our independent Lead Director was elected unanimously by his peers and provides robust oversight of management and the Company In accordance with our Bylaws and Governance Guidelines, the independent directors annually elect from among themselves a Lead Director who has been determined to be “independent” for purposes of the New York Stock Exchange (NYSE) listing standards. In 2025, the Board re-elected Mr. Falk to serve as independent Lead Director, noting Mr. Falk’s deep understanding of the Company from his service as a director and chair of a key Board Committee, his past experience leading boards of directors as Chairman of Kimberly-Clark Corporation and of the Federal Reserve Bank of Dallas, and his strategic perspective on global trends and business transformation. Mr. Falk engages with Mr. Taiclet frequently to provide independent oversight of and strategic counsel to management and feedback from himself and from other directors on management and Company performance. Mr. Falk also leads the Board’s annual self-evaluation process and conducts one-on-one meetings with each independent director to seek feedback on Board and Company operations and priorities, the Chairman and CEO’s performance and composition of the Board itself. Mr. Falk actively advances Board refreshment by interviewing all potential director candidates. He also leads discussions of the independent directors on executive succession matters. Additionally, as chair of the Governance Committee and an ex officio member of the other committees, Mr. Falk has insight into and oversight of all matters before the Board. Our independent directors hold executive sessions without management present and provide direct feedback to the Chairman and CEO Our Governance Guidelines require that at least three Board meetings per year include an executive session of the independent directors and every Board and committee meeting agenda includes an executive session of the independent directors. The independent Lead Director presides over Board executive sessions and encourages direct feedback by the directors to the Chairman and CEO on matters discussed during executive session and supplements, or provides directly, that feedback when appropriate. Each committee chairman presides during that committee’s executive sessions. In 2025, the Board met in executive session at every Board meeting to discuss, among other things, management and Board succession planning. Board Committees The Board established four standing committees to assist in fulfilling its oversight duties: Audit, Classified Business and Security (CBS Committee), Management Development and Compensation (Compensation Committee) and the Governance Committee. Charters for each committee are available on the Company’s website at www.lockheedmartin.com/corporate-governance. The Board may establish other standing or special committees as necessary. The Governance Committee regularly reviews the membership, tenure, leadership and commitments of each committee and evaluates composition changes based on the qualifications and expertise of the directors, taking into consideration the membership requirements and responsibilities set forth in the committee charters and Governance Guidelines and the potential benefit of periodic committee rotation or refreshment. The Governance Committee recommends to the Board any proposed changes to committee assignments and leadership, and reviews the operation of the Board generally. 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION Audit Committee Patricia E. Yarrington, ChairDavid B. Burritt Vicki A. HollubAll Audit Committee members are independent within the meaning of the NYSE listing standards, applicable Securities and Exchange Commission (SEC) regulations and our Governance Guidelines. In addition, the Board has determined that all members are financially literate within the meaning of the NYSE listing standards and that all members meet the SEC’s criteria as “audit committee financial experts.” 2025 Focus Areas Meetings in 2025: 4 •Business Segment and Program Performance•Enterprise Risk Management (ERM), including the use of AI in Auditing and Accounting•Audit Plan; Enterprise Transformation Controls •Critical Audit Matter Related to Revenue Recognition; Retirement Plan Funding Roles and Responsibilities of the CommitteeThe Audit Committee oversees the Company’s financial statements integrity, compliance with legal and regulatory requirements, internal audit plan and the Company’s ERM processes. It is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditors, currently Ernst & Young LLP (EY). The Audit Committee also reviews the Company’s policies regarding derivatives and the financial status, investment performance and funding of the Company’s retirement benefit plans. The Audit Committee meets privately with management, internal audit and EY. The functions of the Audit Committee are further described in the “Audit Committee Report” on page 63. Classified Business and Security Committee* Joseph F. Dunford, Jr., Chair**John C. AquilinoJohn M. DonovanHeather A. WilsonPatricia E. YarringtonAll CBS Committee members are independent within the meaning of the NYSE listing standards and our Governance Guidelines and hold appropriate security clearances. 2025 Focus Areas Meetings in 2025: 3 •Oversight of Classified Program Operational Risk•Strategic Alignment of Classified Programs•Oversight of Classified Program Financial Risk•Security of Personnel, Facilities and Data Roles and Responsibilities of the CommitteeThe CBS Committee oversees the Company’s classified business activities and the security of personnel, facilities and data (including classified cybersecurity and AI matters). The CBS Committee consists of independent directors who possess the appropriate security clearance credentials, at least one of whom must be a member of the Audit Committee, and who are free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a member of the CBS Committee. * In addition to the listed members above, Gen. Bruce A. Carlson served on the Committee until his retirement at the 2025 Annual Meeting. ** Gen. Dunford is not standing for reelection. He will remain CBS Committee chair until the Annual Meeting, after which the Board will appoint a new chair. 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION Management Development and Compensation Committee John M. Donovan, ChairDavid B. BurrittVicki A. HollubDebra L. Reed-KlagesAll Compensation Committee members are independent within the meaning of the NYSE listing standards, applicable SEC regulations and our Governance Guidelines. 2025 Focus Areas Meetings in 2025: 3 •Strategic and Operational Performance Goals•Compensation of CEO and Executive Officers•Compensation Risk Oversight Roles and Responsibilities of the CommitteeThe Compensation Committee reviews and approves the corporate goals and objectives relevant to the compensation of the CEO and other executive officers, evaluates the performance of the CEO in view of those goals and, either as a committee or together with the other independent members of the Board, determines and approves the compensation philosophy and levels for the CEO and other executive officers. The Compensation Committee administers the Company’s Policy on the Recovery of Incentive-Based Compensation from Executive Officers. The Compensation Committee does not delegate its responsibilities with respect to compensation that is specific to the executive officers. For other employees and for broad-based compensation plans, the Compensation Committee may delegate authority to the CEO or the Senior Vice President and Chief Human Resources Officer, subject to certain limits. For additional information regarding the role of the Compensation Committee and our compensation practices and procedures, see the “Compensation Committee Report” on page 28 and "Compensation Discussion and Analysis” beginning on page 29. Nominating and Corporate Governance Committee* Thomas J. Falk, ChairJoseph F. Dunford, Jr.**Debra L. Reed-KlagesAll Governance Committee members are independent within the meaning of the NYSE listing standards and our Governance Guidelines. 2025 Focus Areas Meetings in 2025: 3 •Board Recruitment and Refreshment; Board Composition and Expertise/Competencies Alignment•Board Independence•Oversight of Ethics, Product Safety, Employee Culture and Safety, and Sustainability Roles and Responsibilities of the CommitteeThe Governance Committee develops and implements policies and practices relating to corporate governance, including our Governance Guidelines. The Governance Committee assists the Board by recommending candidates to be nominated to the Board and the composition of Board committees. The Chair of the Governance Committee leads the annual evaluation of the Board and its committees.The Governance Committee recommends to the Board the compensation of directors. Our executive officers do not play a role in determining director pay.The Governance Committee assists the Board in fulfilling its oversight efforts in corporate responsibility, corporate culture, human rights, environmental stewardship, political spending, ethical business practices, community outreach, philanthropy, sustainability and health and safety programs. The Governance Committee monitors compliance and recommends changes to our Code of Conduct. The Governance Committee also has oversight over the Company’s policies and processes for the safety of the Company’s products and services. * In addition to the listed members above, Gen. Carlson served on the Committee until his retirement at the 2025 Annual Meeting. ** Gen. Dunford is not standing for reelection. The Board will appoint another director to the Governance Committee at their meeting immediately following the Annual Meeting. 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION Director Independence and Related Person Transactions Director independence is a central tenet of our Company’s strong governance practicesThe Governance Committee annually reviews the independence of all directors and reports its findings to the Board. Under the NYSE listing standards and our Governance Guidelines, a director is not independent if the director has a direct or indirect material relationship with the Company. To further clarify this, the Board has adopted director independence standards in our Governance Guidelines that identify certain types of relationships between the Company and directors (and their immediate family members or affiliated entities) it deems to be either material or not material for purposes of assessing a director’s independence. If a director has a relationship with the Company that is not addressed in the independence standards, then the independent members of the Board would determine whether the relationship is material. All of our directors are independent except for our Chairman and CEOThe Board has determined that all of our directors are independent under applicable NYSE listing standards and our Governance Guidelines except Mr. Taiclet, our Chairman, President and CEO. The Governance Committee also concluded that all members of the Audit, CBS, Compensation and Governance Committees are independent within the meaning of the NYSE listing standards, including the additional independence requirements applicable to members of the Audit Committee and the Compensation Committee.The Governance Committee and Board considered that the Company, in the ordinary course of business, purchases products and services from, or sells products and services to, entities at which some of our directors - or their immediate family members - are or have been directors, officers, employees or otherwise related. In determining that these relationships did not affect the independence of those directors, the Board considered that none of the directors had any direct or indirect material interest in, or received any special compensation in connection with, the Company’s business relationships with those entities. The Governance Committee and the Board relied on the director independence standards included in our Governance Guidelines to conclude that contributions to tax-exempt organizations by the Company did not create any direct or indirect material interest when assessing director independence. DIRECTOR NOMINEE INDEPENDENCE 89% IndependentJohn C. AquilinoDavid B. Burritt John M. Donovan Thomas J. Falk Vicki A. HollubDebra L. Reed-Klages Heather A. WilsonPatricia E. YarringtonNot Independent James D. Taiclet 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION We transparently assess and disclose related person transactions The Board has approved a written policy and procedures for the review, approval and ratification, if necessary, of transactions among the Company and its directors, executive officers and their related interests. A copy of the policy is available on the Company’s website at www.lockheedmartin.com/corporate-governance. Our policy requires each director and executive officer to complete an annual questionnaire identifying any related interests and persons and to notify the Company promptly of changes in that information. The Company maintains a list of related persons for purposes of tracking and reporting related person transactions. Our policy requires that the Governance Committee conduct a reasonable prior review of each related person transaction and it may choose to approve the transaction at its discretion if deemed fair and reasonable to the Company and not inconsistent with the interests of the Company and its stockholders. No director may participate in the decision-making process regarding a transaction in which the director may have an interest (except when approval occurs by unanimous written consent). Although our policy requires that all related person transactions be pre-approved, the Governance Committee has the authority to ratify a transaction (using the same standard of review) if a transaction is identified after it has occurred or commenced. The Governance Committee has also pre-approved certain categories of transactions or relationships, as provided in the policy. If the Governance Committee declines to approve or ratify a transaction, the related person transaction is referred to management to make a recommendation to the Governance Committee concerning whether the transaction should be terminated or amended in a manner that is acceptable to the Governance Committee. Related person transactions We considered the following transactions or relationships since January 1, 2025 to March 2026 to be “related person” transactions under our corporate policy and applicable SEC regulations and NYSE listing standards. •Employment Relationships: As of December 31, 2025, we employed approximately 123,000 employees, and we have an active recruitment program for soliciting job applications from qualified candidates. We seek to hire the most qualified candidates and consequently do not preclude the employment of family members of directors or executive officers. The following non-executive Lockheed Martin employees are related to directors or executive officers: (i) Scott A. Cahill, the son of Timothy S. Cahill, President, Missiles and Fire Control, is employed as a senior software engineer (2025 salary of $161,720 and annual cash incentive award of $7,000; 2026 base salary of $166,630), (ii) Dr. Scott Carlson, the son of Gen. Carlson, a former member of the Board, is employed as a senior staff aeronautical engineer (2025 salary of $187,011 and annual cash incentive award of $12,000; 2026 base salary of $187,182); (iii) Cole-Stephen Hill, the son of Stephanie C. Hill, President, Rotary and Mission Systems, is employed as a cyber systems security engineer (2025 salary of $127,137 and annual cash incentive award of $3,432; 2026 base salary of $130,913); (iv) Cameron-Davis Hill, the son of Ms. Hill, is employed as a cyber software engineer (2025 salary of $111,239 and annual cash incentive of $4,623; 2026 base salary of $135,960); and (v) Grace St. John, the daughter of Frank A. St. John, Chief Operating Officer, is employed as a systems engineer (2025 salary of $98,629 and annual cash incentive of $4,622; 2026 base salary of $103,472). They each may be eligible to earn an incentive award for 2026 applicable to employees at their level and may participate in other employee benefit plans and arrangements that generally are made available to other employees at the same level (including health, welfare, vacation and retirement plans). Their respective compensation was established in accordance with the Company’s employment and compensation practices applicable to employees with equivalent qualifications, experience and responsibilities, and the Board and executive officers of the Company did not have any involvement in setting their individual compensation. •Financial Services Arrangements: From time to time, the Company has purchased services in the ordinary course of business from financial institutions that beneficially own five percent or more of our common stock. In 2025, the Company paid approximately (i) $3.8 million to State Street Company and its affiliates (including State Street Bank and Trust Company) (collectively, State Street) for investment management, custodial and benefit plan administration fees; and (ii) $2.2 million to BlackRock, Inc. and its affiliates for investment management fees. A portion of the fees included in the amounts paid to State Street and BlackRock are estimated based on a percentage of net asset value under management. Under our policy, and consistent with applicable SEC regulations and NYSE listing standards, a related person transaction is any transaction in which the Company was, is or will be a participant; where the amount involved exceeds $120,000; and in which a related person had, has, or will have a direct or indirect material interest. A related person includes any director or director nominee, any executive officer of the Company, any person who is known to be the beneficial owner of more than 5% of any class of the Company’s voting securities or an immediate family member of any person described above. This may include situations where the Company provides products or services to related persons on an arm’s length basis on terms comparable to those provided to unrelated third parties. 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION Director Engagement Our directors actively attend and participate in Board meetings Our directors are fully committed to their Board service. In 2025, there were six Board meetings. All directors on the Board during 2025 attended 100% of the Board and committee meetings to which they were assigned and, accordingly, overall attendance of the Board as a whole was 100%. Further, Board members commonly attend meetings of committees on which they do not sit. Board members are also encouraged to attend the annual meeting of stockholders, and all but one director serving on the Board at the time attended the 2025 Annual Meeting. The directors self-assess their performance annually The directors conduct a self-assessment of Board and committee performance and effectiveness on an annual basis. The self-assessment helps the Governance Committee identify ways to enhance the Board’s and its committees’ effectiveness and track progress in areas targeted for improvement from year to year. The evaluation process includes the following steps: Open-ended questions to solicit candid feedback. The independent Lead Director conducts annual and ad hoc one-on-one discussions with each director. Each committee and the full Board review the results of their respective evaluations. Continued focus on strategic matters, operational performance and a OneLM approach. Board Accountability to Stockholders The Board and management of the Company view accountability to our stockholders as a key element of our success. Management engages regularly with stockholders representing a majority of our outstanding shares both from a financial performance perspective (led by our Investor Relations team) and from a governance perspective (led by our Corporate Secretary’s Office). Similarly, we engage with proponents of stockholder proposals to understand their perspectives. These engagements provide an opportunity for management to both learn from stockholders and share insights into the Company’s strategy, performance, compensation and governance model. Management shares feedback from these sessions with the Board, and both the Board and management use this feedback to further develop our governance policies and inform our business strategy. Our stockholders have significant rights •We elect directors using a majority standard in uncontested elections: The Company’s Charter and Bylaws provide for simple majority voting, and our Governance Guidelines require that, in any uncontested election of directors, any incumbent director who receives more votes “AGAINST” than votes “FOR” is required to offer his or her resignation for Board consideration. •Our stockholders have the right to amend our Bylaws: Our Bylaws provide the Company’s stockholders the right to amend the Bylaws by the vote of a majority of the votes entitled to be cast. The authority of the stockholders and the Board to amend the Bylaws is subject to the provisions of the Company’s Charter and applicable statutes. •We have adopted proxy access in our Bylaws: Our Bylaws permit a stockholder or a group of up to 20 stockholders who together have owned at least three percent of the Company’s outstanding common stock continuously for three years to nominate up to two directors for election by the Company’s stockholders and inclusion in the Company’s proxy solicitation materials for its annual meeting. •Our stockholders have the right to call a special meeting: Any stockholder who individually owns 10 percent, or stockholders who in the aggregate own 25 percent, of the outstanding common stock may demand the calling of a special meeting to consider any business properly brought before the stockholders. •We have no poison pill: Through our Governance Guidelines, the Board has communicated that it has no intention of adopting a poison pill at this time and, if it were to consider adoption of a full or limited stockholder rights plan, the Board would seek stockholder ratification within 12 months of the date of adoption. Our Bylaws can be found on the Company’s website at www.lockheedmartin.com/corporate-governance. 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION We seek out and act on investor inputs We engage year-round with our investors to understand their views and priorities. Our investor discussions during 2025, and the 2025 stockholder votes yielded valuable feedback that informed the Board’s deliberations. We look forward to continued engagement with our stockholders to understand, learn from and respond to their expectations. What we Did Who Participated What we Discussed In 2025, we engaged with institutional investors across our global shareholder base via meetings and written correspondence. •Senior leadership•Subject matter experts (sustainability, executive compensation, etc.)•Corporate Secretary’s Office•Investor Relations•Independent directors •Strategic and customer priorities•Financial and operational performance•Competitive landscape •Capital deployment•Board composition, leadership and oversight•Executive compensation•Human rights•Stockholder proposals/votes•Digital transformation We webcast our quarterly earnings calls, annual meeting, and management presentations at investor conferences to enable all investors – regardless of size of holdings or location – to hear from management. 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION Board Oversight of Risk The Board and its committees undertake an integrated approach to overseeing the Company’s business through a risk- and opportunity-focused lens that balances near- and long-term priorities. Core Board responsibilities include assessing corporate risk tolerance and monitoring management’s processes for identifying and mitigating risks to ensure the Company’s risk exposure is consistent with its strategic objectives. All of our directors have risk management expertise. The Board relies on a sophisticated risk management model and receives regular reports from committees and management covering risks. Board of DirectorsWhile the Board is ultimately responsible for risk oversight, the committees possess primary responsibility for certain risk oversight areas, as shown below. The full Board retains primary oversight over areas such as capital structure/allocation, cybersecurity, AI, executive succession planning and strategy. Audit CommitteeFinancial, legal and compliance risks; the ERM process, including risk identification, assessment and management; and pension liability risks Management Development and Compensation Committee Incentive compensation risks Classified Business and Security CommitteeRisks related to classified programs and security of personnel, facilities and data, including classified cybersecurity Nominating and Corporate Governance CommitteeCorporate governance, ethics, sustainability, corporate culture, health and safety programs, community outreach, product safety and political spending ManagementManagement is responsible for ERM, including day-to-day risk identification, assessment, management and mitigation. Corporate executives report to the Board and its committees on enterprise-wide strategic and operational risk, and business segment management provides reports covering business risks. The Chief Operating Officer (COO), Chief Financial Officer (CFO), who is also the Chief Risk Officer, and Senior Vice President, General Counsel and Corporate Secretary report to the Board at every meeting. Each of the Company’s four business segment presidents report to the Board annually, which include a discussion of risks. The Executive Leadership Team participates in an annual risk discussion with the Board as part of the strategy review. 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION Our risk management process drives risk-informed decision making Our Enterprise Risk Management (ERM) function, is designed to (i) provide assurance that key strategic, operational and growth risks are identified and effectively managed; (ii) support the development and implementation of sound risk management practices and risk-informed decision making; (iii) drive risk awareness across the Company; and (iv) create a sustainable risk-based culture. The ERM structure and process is outlined below. ERM manages risk through risk identification, assessment, controls and mitigation. The two primary components of the ERM process are an annual enterprise risk assessment and a biennial compliance risk assessment. •The enterprise risk assessment is prepared annually with the engagement of over 1,700 leaders across the Company, including senior executives and internal audit. ERM uses the results of this engagement to prepare an enterprise risk matrix focusing on the top identified risks, and assigns risk owners and recommended mitigation approaches, which are then tracked. The risks assessed are generally ones that could materialize over a one-to-three-year horizon. We also monitor emerging risks, sourced from internal sources, industry benchmarks and external risk management entities. •The compliance risk assessment is conducted every two years and includes a survey of approximately 800 subject matter experts. The assessment focuses on specialized areas of compliance and sustainability topics, whereas the enterprise risk assessment encompasses strategic and operational risks. The Risk and Compliance Committee and the Integrated Risk Council, which are detailed below, review and approve the outcome of both assessments and their recommended mitigation actions. Subsequently, the results, which inform our public disclosures, are reported to the Audit Committee. Risk management is built into decision-making processes at all levels across the Company. We view ERM as inextricably linked with our internal control environment and, as such, there is an overarching policy that covers both internal control and ERM. We also have other key processes designed to reduce risk, including executive proposal reviews, disclosure controls committee risk reviews and comprehensive external and internal audit processes. 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION The Board evaluates numerous dynamic and emerging risk focus areas The full Board retains primary oversight of the following risks due to their importance to our stakeholders. Extensive cybersecurity protections •Senior leadership, including our Chief Information Security Officer (CISO), regularly updates the Board on our cybersecurity and information security posture and cybersecurity incidents deemed to have a moderate or higher business impact, even if immaterial to us. •Senior leadership briefs the CBS Committee on the cybersecurity of classified programs and the security of our classified business supply chain. •Cybersecurity-related risks are integrated into our overall ERM process, and we maintain cybersecurity insurance to further mitigate associated risks. Ethical, governable artificial intelligence development & deployment •The full Board reviews our AI strategy with senior leadership, including the Chief Digital and Artificial Intelligence Officer. •We analyze AI risks through our ERM process, discuss them with the Audit Committee and, in the context of our classified programs, discuss them with the CBS Committee. •The Governance Committee oversees our 2025 Sustainability Management Plan (SMP), which includes an achieved goal for providing AI developers with training on system engineering approaches to AI ethical principles. •Our Code of Ethics and Business Conduct (Code of Conduct) and our “Ethical Development and Use of Artificial Intelligence” policy guide the Company’s development and use of AI. Our cross-enterprise AI Ethics Subcommittee meets monthly to oversee AI design, development, deployment and use aligned to our adopted principles for the responsible use of AI: responsible, equitable, traceable, reliable and governable. The subcommittee reports quarterly to the AI Executive Steering Committee. •Both our Senior Vice President, Technology and Strategic Innovation and our Senior Vice President, Ethics and Enterprise Assurance review performance on a periodic basis and serve as the Executive Leadership Team’s leaders responsible for ethical use of AI. In addition, the Governance Committee has primary oversight of the following risks that target particular stakeholders. Transparent and value-driven political spending •The Governance Committee receives management reports and reviews policies related to the purposes and benefits of our political and public policy activities. •Our website extensively discloses our political and public policy activities beyond what is required by law, highlighting the following core principles: compliance with all applicable laws and regulations; commitment to responsible, ethical and non-partisan participation in the political and public policy process; and representing the best interests of the Company and its stockholders only in areas directly related to our core business interests. •The Senior Vice President, Chief Public Affairs Officer, manages all political and public policy activities in accordance with established policies and procedures, which are ultimately overseen by the Governance Committee. Respecting human rights •We continue to advance global security through cutting-edge technologies that enable the defense forces of our primary customers, the U.S. Government and its allies, to promote deterrence and defend human rights by adhering to U.S. Government oversight and policy objectives for all international sales. •The Board believes that the Company’s commitment to respecting human rights is an essential element of the Company’s long-term success, underlying our Code of Conduct, overseen by the Governance Committee, and our Core Values. This commitment is embodied in our human rights policy, available on our website, and applies to all employees, the Board and others who represent or act for us. We expect our suppliers to adhere to our Supplier Code of Conduct, which draws from our Code of Conduct and emphasizes our expectation of respect for human rights. •Our human rights due diligence processes are embedded within our operating and decision-making practices and procedures and guided by U.S. Government laws, regulations and policies. 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION •We have pre-contractual procedures to ensure that new contracts meet our standards and values, including proposal review and approval procedures to evaluate risks. •We conduct risk-based anti-corruption due diligence, subject to audit, before entering relationships with third parties, including business development and strategic business consultants. We will walk away from business rather than risk violating anti-corruption laws or our corporate values. •Our robust trade compliance program is designed to ensure that sales of our products are conducted in accordance with all international trade laws and regulations of the United States and each foreign country in which we operate. •Our employees engage in mandatory training, including training on combating human trafficking, and have access to trusted grievance and reporting mechanisms. We also provide resources and support to our suppliers. These actions align the interests of employees and suppliers within established frameworks to enable oversight of our standards and controls. •Our international military sales are regulated by the U.S. Government and reviewed and approved by the Executive Branch and subject to Congressional oversight. This includes consideration of whether any arms transfer contributes to the risk of human rights abuses and whether they are being used in potential conflict-affected regions. •Additionally, in the Foreign Military Sales process, through which we generate the majority of our international sales, the Executive Branch reviews use of our products by non-U.S. customers for compliance with applicable U.S. laws, including the Arms Export Control Act. Board Strategic Oversight The Board takes an active role in overseeing strategic planning The cornerstone of the Board’s strategic planning oversight is an annual session dedicated to a discussion of the Company’s strategy and corresponding financial considerations, giving the Board the opportunity to provide input while the multi-year long-range plan is being developed and to monitor progress on the plan. The Chairman, President and CEO regularly reviews developments against the Company’s strategic framework at Board meetings and provides needed updates between regularly-scheduled sessions, and the COO and CFO similarly share updates and solicit input on the Company’s operational and financial performance against our strategic framework and annual and long-range plans. In addition, the Board and/or its committees: •Review the progress and challenges to the Company’s strategy and approve specific initiatives, including investments, acquisitions, divestitures and capital expenditures over a certain monetary threshold; •Regularly review items of strategic interest, such as the Company’s people strategy and AI; and •Meet with senior management on a rotating basis, including business segment presidents who present to the Board, and business segment chief financial officers who present to the Audit Committee. The Board discusses management succession planning regularly Our Board is actively engaged in management succession planning and views CEO succession planning as one of its core responsibilities. The Board regularly reviews our succession strategy and leadership pipeline for key roles, taking into account the Company’s long-term strategy. CEO succession planning discussions are led by the independent Lead Director, and the Board members have direct access to and interaction with members of senior management and high-potential future leaders. The Board of Directors maintains a succession plan for the CEO and other key members of management and has a contingency plan if the CEO were to depart unexpectedly. Company policy imposes a mandatory retirement age of 65 for all executive officers other than the CEO. The CEO’s tenure is at the discretion of the independent members of the Board. 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION Our people strategy is an integral part of our business strategy The Board understands that our workforce is a critical asset integral to the Company’s business strategy. Due to the specialized nature of our business, our performance depends on identifying, attracting, developing, motivating and retaining a highly skilled workforce in multiple areas, including engineering, science, manufacturing, artificial intelligence, software development, information technology, cybersecurity, business development, strategy and management. The Board oversees the Company’s people strategy in several ways, including: •Receiving briefings from the Senior Vice President and Chief Human Resources Officer on the Company’s people strategy, including measures used to manage our workforce such as critical skills, attrition, hiring, promotions, leadership development and talent management, and results from our employee engagement surveys where we obtain feedback and insight directly from our workforce; and •Engaging with senior executives and high-potential talent as part of its talent development and succession planning efforts. Our Company builds high-performing teams Our mission-critical work demands high performing teams. We believe that the highest levels of performance are achieved when employees connect with our customers’ missions, embrace a growth mindset to evolve our business and culture, possess and grow the technical skills needed to be competitive and foster a respectful and collaborative culture. We are intentional about building high-performing teams and we provide tailored education and engagement programs for our global workforce. Employee satisfaction is essential to attracting and retaining top talent and building high-performing teams, and we regularly conduct employee engagement surveys to gauge employee satisfaction and to understand the effectiveness of our people strategy and assess employees’ intent to stay. We attract and reward our employees by providing market-competitive compensation and benefits, including incentives and recognition plans that extend to non-represented employees of all levels in our organization, and encourage excellence through our pay-for-performance philosophy. We invest in the development of our employees through training, apprenticeship programs, security clearance sponsorship, leadership development plans and tuition assistance programs for continuing education or industry certifications. We believe this employee development makes us more competitive and assists with leadership succession planning throughout the Company. We also monitor employee attrition across our employee population and take action based on the insights we gain from that monitoring process. Board Sustainability Oversight The Governance Committee is primarily responsible for the Board’s oversight of the Company’s sustainability efforts. We integrate sustainability governance through a risk-management lens We have a long-standing sustainability program built around fostering innovation, integrity and security across our platforms and services to strengthen communities, steward the environment and grow responsibly. We take an integrated approach to managing corporate culture, ethics and business integrity, governance and sustainability issues through a risk-management lens. Our formal sustainability governance structure, depicted below, is responsible for guiding and implementing our sustainability efforts. 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION Board of Directors Executive Leadership Team Risk and Compliance Committee Sustainability Management Team Chairman, President and CEO Nominating and Corporate Governance Committee Chairman, President and CEOChief Operating Officer Chief Financial Officer Functional Senior Vice PresidentsBusiness Segment Presidents Chair: Vice President, Internal Audit and Enterprise RiskBusiness Segment Vice Presidents and Corporate Functions Chair: Director of Sustainability Directors and Senior Managers responsible for functions related to specific SMP goals Monitors the Company’s adherence to our Code of Conduct and oversees performance in corporate sustainability, employee safety and health, environmental stewardship and ethical business practices. Oversees the sustainability program, supporting the Lockheed Martin strategic plan by enabling business segments and functions to pursue and implement opportunities and practices that support the sustainability policy. Oversees ERM to inform senior executives and the Board on risk management efforts. It further provides a forum to review and guide enterprise sustainability initiatives and provide input on SMP execution. Reviews SMP progress and opportunities for program enhancement and shares internal and external insights and best practices. Our comprehensive sustainability management plan creates value Our 2025 Sustainability Management Plan (SMP), developed through an extensive materiality assessment using stakeholder input and industry trends and released in 2020, defines our sustainability goals and drives our progress toward them. As depicted below, the 2025 SMP is centered around four strategic priorities, each of which has subsidiary core issues. The 2025 SMP includes goals and key performance indicators (KPIs) established for each core issue that reflect stakeholder feedback, internal and external trends, and the continued evolution of our business to create value well into the future. These metrics help focus our efforts in the areas that provide value to our stakeholders and our business. We comprehensively report our progress annually in our Sustainability Performance Report and will report final performance against our 2025 SMP in our 2025 Sustainability Performance Report, which will be released in mid-2026. We have developed robust processes to monitor emerging issues and continue to evolve our sustainability efforts between our formal five-year assessments. In 2025, we finalized our latest materiality assessment that engaged more than 8,000 internal and external stakeholders. The process identified, refined and narrowed the material sustainability issues considered most critical to our business and stakeholders from a financial, risk and impact perspective. We look forward to sharing our new set of goals, as defined in our 2030 SMP, on our website in mid-2026. 2026 Proxy Statement ABOUT LOCKHEED MARTIN CORPORATE GOVERNANCE DIRECTOR NOMINEES EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSAL OTHER INFORMATION Director Nominees