| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Leonardo DRS, Inc. [ DRS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/01/2026 | A | 40,681(1) | A | $0 | 146,688 | D | |||
| Common Stock | 04/01/2026 | F(2) | 17,555 | D | $45.86 | 129,133 | D | |||
| Common Stock | 04/01/2026 | A | 27,274(3) | A | $0 | 156,407 | D | |||
| Common Stock | 04/01/2026 | F(2) | 12,301 | D | $45.85 | 144,106 | D | |||
| Common Stock | 04/01/2026 | M | 12,627 | A | $0 | 156,733 | D | |||
| Common Stock | 04/01/2026 | F(2) | 5,695 | D | $45.86 | 151,038 | D | |||
| Common Stock | 04/01/2026 | M | 8,325 | A | $0 | 159,363 | D | |||
| Common Stock | 04/01/2026 | F(2) | 3,755 | D | $45.86 | 155,608 | D | |||
| Common Stock | 04/01/2026 | M | 6,008 | A | $0 | 161,616 | D | |||
| Common Stock | 04/01/2026 | F(2) | 2,710 | D | $45.86 | 158,906 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (4) | 04/01/2026 | M | 12,627 | (4) | (4) | Common Stock | 12,627 | $0 | 0 | D | ||||
| Restricted Stock Unit | (5) | 04/01/2026 | M | 8,325 | (5) | (5) | Common Stock | 8,325 | $0 | 8,327 | D | ||||
| Restricted Stock Unit | (6) | 04/01/2026 | M | 6,008 | (6) | (6) | Common Stock | 6,008 | $0 | 12,018 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. Shares withheld by the Issuer to satisfy tax withholding requirements. |
| 3. 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. |
| 4. 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. |
| 5. 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 vest 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. |
| 6. 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. The number of RSUs that vest on each of April 1, 2026 and April 1, 2027 shall be rounded down to the nearest whole number of RSUs and the remaining RSUs shall vest on April 1, 2028. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/ Oriana D. Pietrangelo, Attorney-in-Fact | 04/03/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Oriana Pietrangelo and Katherine Krebel, or either of them signing singly, and with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact, with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities to: 1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website or any successor filing system, a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain credentials from the SEC including access codes and passwords to permit electronic filing on the SEC’s EDGAR system of reports required by any rule or regulation of the SEC; 2. act as an account administrator for the undersigned’s EDGAR account, including, (i) appointing, removing and replacing account administrators, technical administrators, account users and delegated entities, as necessary; (ii) maintaining, modifying, and certifying the accuracy of information on the undersigned’s EDGAR account dashboard; and (iii) taking any other actions contemplated by Rule 10 of Regulation S-T; 3. do and perform any and all acts for, without limitation, related to the preparation, execution and submission to the SEC and/or any national securities exchange on which Leonardo DRS, Inc. (“the Company”) securities are listed, for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, any and all reports (including amendments thereto) the undersigned is required to file with the SEC, or which the attorney-in-fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to any security of the Company, including Forms 3, 4, and 5, Schedules 13D and 13G, and Forms 144; 4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney-in fact’s discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act or Rule 144. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2026. By: /s/ John Baylouny Name: John Baylouny -2-