Dorfman Mark 4
4 · Leonardo DRS, Inc. · Filed Apr 3, 2026
Research Summary
AI-generated summary of this filing
Leonardo DRS (DRS) EVP Mark Dorfman Receives Awards; Sells Shares
What Happened
Mark Dorfman, Executive Vice President, General Counsel and Secretary of Leonardo DRS, had a mix of performance- and time-based equity awards vest on April 1, 2026 that converted into 54,501 shares of common stock. To satisfy tax withholding, 25,230 of those shares were withheld at $45.86 per share (cash value reported $1,157,047). Separately, 4,659 shares were sold in an open-market transaction on April 2, 2026 at $45.38 per share for $211,425 under a pre-established Rule 10b5-1 trading plan. Net result: a net increase of 24,612 shares retained (54,501 acquired − 29,889 disposed).
Key Details
- Transaction dates and prices:
- Awards/vests/derivative conversions: April 1, 2026 — total 54,501 shares acquired (various PRSU/RSU awards; exercise/conversion reported at $0.00).
- Shares withheld for taxes: 25,230 shares at $45.86 (total ≈ $1,157,047).
- Open-market sale under 10b5-1: 4,659 shares on April 2, 2026 at $45.38 (total $211,425).
- Shares owned after transaction: not reported in the Form 4 provided.
- Notable footnotes:
- F1/F3: PRSUs from April 2023 performance awards vested (performance period 2023–2025, certified Feb 19, 2026).
- F5–F7: Various RSU grants vested in part on April 1, 2026.
- F2: Shares were withheld to satisfy tax withholding obligations.
- F4: The open-market sale was executed under a Rule 10b5-1 plan adopted June 13, 2025.
- Filing: Form 4 filed April 3, 2026 (covers transactions April 1–2, 2026); filing appears timely.
Context and plain-language notes:
- The zero-dollar "M" (exercise/conversion) entries reflect conversion/vesting of equity awards (PRSUs/RSUs) into common shares, not a cash purchase of stock. The subsequent "F" entries represent shares withheld to cover taxes — a routine administrative step, not a discretionary sale for cash.
- The small open-market sale was preplanned under a 10b5-1 agreement; such sales typically follow a predetermined formula and do not necessarily signal a change in the insider’s view of the company.
- Purchases generally carry more informational weight for investors; this filing mainly documents vesting and routine withholding plus a planned sale.
Insider Transaction Report
Form 4
Dorfman Mark
EVP, GC and Secretary
Transactions
- Award
Common Stock
[F1]2026-04-01+23,367→ 41,033 total - Tax Payment
Common Stock
[F2]2026-04-01$45.86/sh−9,956$456,582→ 31,077 total - Award
Common Stock
[F3]2026-04-01+15,664→ 46,741 total - Tax Payment
Common Stock
[F2]2026-04-01$45.86/sh−7,684$352,388→ 39,057 total - Exercise/Conversion
Common Stock
2026-04-01+7,252→ 46,309 total - Tax Payment
Common Stock
[F2]2026-04-01$45.86/sh−3,558$163,170→ 42,751 total - Exercise/Conversion
Common Stock
2026-04-01+4,770→ 47,521 total - Tax Payment
Common Stock
[F2]2026-04-01$45.86/sh−2,340$107,312→ 45,181 total - Exercise/Conversion
Common Stock
2026-04-01+3,448→ 48,629 total - Tax Payment
Common Stock
[F2]2026-04-01$45.86/sh−1,692$77,595→ 46,937 total - Sale
Common Stock
[F4]2026-04-02$45.38/sh−4,659$211,425→ 42,278 total - Exercise/Conversion
Restricted Stock Unit
[F5]2026-04-01−7,252→ 0 total→ Common Stock (7,252 underlying) - Exercise/Conversion
Restricted Stock Unit
[F6]2026-04-01−4,770→ 4,772 total→ Common Stock (4,770 underlying) - Exercise/Conversion
Restricted Stock Unit
[F7]2026-04-01−3,448→ 6,896 total→ Common Stock (3,448 underlying)
Footnotes (7)
- [F1]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.
- [F2]Shares withheld by the Issuer to satisfy tax withholding requirements.
- [F3]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.
- [F4]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.
- [F5]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 RSUs vested one-third on April 1, 2026.
- [F6]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. The number of RSUs that vested on each of April 1, 2025 and April 1, 2026 shall be rounded down to the nearest whole number of RSUs and the remaining RSUs shall vest on April 1, 2027.
- [F7]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.
Signature
/s/ Oriana D. Pietrangelo, Attorney-in-Fact|2026-04-03