Lockheed Martin Corp — Current Report (Form 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 5, 2025

LOCKHEED MARTIN CORPORATION

(Exact name of registrant as specified in its charter)

(301) 897-6000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

On December 5, 2025, Lockheed Martin Corporation (the “Company”) entered into a new 364-Day Revolving Credit Agreement (the “364-Day Revolving Credit Agreement”), among the Company, as borrower, the lenders listed therein (the “Lenders”), JPMorgan Chase Bank, N.A., as syndication agent, Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Mizuho Bank, Ltd. and Wells Fargo Bank, National Association, as documentation agents, and Bank of America, N.A. (“BofA”), as administrative agent. The 364-Day Revolving Credit Agreement consists of a $3.0 billion 364-day unsecured revolving credit facility. The 364-Day Revolving Credit Agreement is available for any lawful corporate purposes of the Company, including supporting commercial paper borrowings.

The 364-Day Revolving Credit Agreement matures on December 4, 2026, however, the Company may elect to have the entire principal balance of borrowings then outstanding continued as non-revolving term loans for a period of one additional year, payable on December 4, 2027.

Borrowings under the 364-Day Revolving Credit Agreement are unsecured and bear interest at rates, based, at the Company’s option, on (w) the “Base Rate” of interest in effect, (x) “Term SOFR,” which is a periodic fixed rate based on the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (“SOFR”) with a term equivalent to the interest period for such borrowing, plus the “Term SOFR Margin,” (y) “Daily Simple SOFR,” which is a daily fluctuating rate based on SOFR, plus the “Term SOFR Margin,” or (z) a rate determined by a competitive bid process with a margin over or under the applicable Term SOFR or at an absolute rate. The “Base Rate” of interest is the highest of (i) the Federal Funds Rate plus 0.50%, (ii) BofA’s prime rate, and (iii) Term SOFR for a one month interest period plus 1.00%. The “Term SOFR Margin” ranges from 0.585% to 1.085% per annum based upon the Company’s senior unsecured long-term debt securities credit ratings (the “Credit Ratings”). A facility fee accrues and is payable quarterly in arrears at a rate of 0.04% (based upon the Company’s Credit Ratings) on the aggregate commitments under the 364-Day Revolving Credit Agreement.

The 364-Day Revolving Credit Agreement contains customary representations, warranties and covenants, including covenants restricting the Company’s and certain of its subsidiaries’ ability to encumber assets and the Company’s ability to merge or consolidate with another entity.

The Company may terminate, in whole or in part, the unused portion of the total commitments under the 364-Day Revolving Credit Agreement at any time during the term of the 364-Day Revolving Credit Agreement. Once terminated, a commitment may not be reinstated.

The obligation of the Company to pay amounts outstanding under the 364-Day Revolving Credit Agreement may be accelerated upon the occurrence of an “Event of Default” as defined in the 364-Day Revolving Credit Agreement. Such Events of Default include (1) the Company’s failure to pay when due the principal of, or within 5 days when due, the facility fee or the interest on borrowings under the credit facility, (2) the Company’s failure to comply with certain covenants contained in the 364-Day Revolving Credit Agreement (after expiration of any applicable grace periods), (3) any representation or warranty of the Company in the 364-Day Revolving Credit Agreement proving to be incorrect in any material respect when made, (4) the Company’s failure to pay, or the acceleration of, any Material Debt (as defined in the 364-Day Revolving Credit Agreement), (5) the bankruptcy or insolvency of the Company or a Material Subsidiary (as defined in the 364-Day Revolving Credit Agreement), (6) an unsatisfied judgment in excess of $300 million against the Company or a Restricted Subsidiary (as defined in the 364-Day Revolving Credit Agreement), or (7) a change in control of the Company.

The foregoing summary of the 364-Day Revolving Credit Agreement is qualified in its entirety by reference to the full text of the 364-Day Revolving Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

No borrowings under the 364-Day Revolving Credit Agreement were made at closing.

In the ordinary course of their respective businesses, one or more of the Lenders, or their affiliates, have or may have various relationships with the Company and the Company’s subsidiaries involving the provision of a variety of financial services, including cash management, commercial banking, investment banking, trust or agency, foreign exchange, advisory or other financial services, for which they received, or will receive, customary fees and expenses.

Item 9.01. Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.