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Garnett\n\nLOCKHEED MARTIN CORPORATION, CLASS ACTION\nJAMES D. TAICLET, and JESUS MALAVE,\n\n Defendants.\n\n\n\n LEAD PLAINTIFFS\u2019 MEMORANDUM OF LAW IN OPPOSITION TO\n DEFENDANTS\u2019 MOTION TO DISMISS THE AMENDED COMPLAINT\n\n\n\n\n i\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 2 of 37\n\n\n\n\n TABLE OF CONTENTS\n\nTABLE OF AUTHORITIES ......................................................................................................... iii\n\nI. INTRODUCTION .............................................................................................................. 1\n\nII. FACTUAL BACKGROUND ............................................................................................. 6\n\n A. Company Background ............................................................................................ 6\n\n B. Defendants Falsely Stated They Managed the Risk of Cost Overruns For Their\n Fixed Cost Programs ............................................................................................... 7\n\n C. Defendants Misled Investors About the MFC Program ......................................... 7\n\n D. Defendants Misled Investors About the Aeronautics Program............................... 8\n\n E. Defendants Misled Investors About the F-35 Program .......................................... 8\n\n F. Lockheed Shocked Investors by Disclosing Losses in the MFC and\n Aeronautics Programs ............................................................................................. 9\n\n G. Lockheed Shocked Investors Again by Disclosing Another $1 Billion Loss......... 9\n\nIII. LEAD PLAINTIFFS HAVE ADEQUATELY STATED A SECTION 10(B) CLAIM .... 9\n\n A. The Complaint Adequately Alleges Falsity .......................................................... 10\n\n 1. Defendants Misled Investors About Lockheed\u2019s Cost Analysis and Risk\n Management Procedures ........................................................................... 10\n\n 2. Defendants Misled Investors About Three of Lockheed\u2019s Most\n Important Programs .................................................................................. 13\n\n a. Defendants Misled Investors About the MFC Program ............... 13\n\n (1) Defendants\u2019 False and Misleading Statements ................. 13\n\n (2) Defendants\u2019 Falsity Arguments Fail ................................. 16\n\n b. Defendants Misled Investors About the Aeronautics Program..... 19\n\n c. Defendants Misled Investors About the F-35 Program ................ 22\n\n B. The Complaint Adequately Alleges Scienter ........................................................ 24\n\n 1. Former Employee (FE) Accounts Support an Inference of Scienter ........ 24\n\n 2. Defendants\u2019 Admissions Support an Inference of Scienter ...................... 25\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 3 of 37\n\n\n\n\n 3. Defendants\u2019 Own Statements Demonstrate Knowledge ........................... 25\n\n 4. Motive and Opportunity............................................................................ 27\n\n 5. Malave\u2019s Departure................................................................................... 28\n\n 6. Core Operations Doctrine ......................................................................... 28\n\n 7. The More Compelling Inference is Fraudulent......................................... 29\n\n C. The Complaint Adequately Alleges Control Person Claims ................................ 29\n\nIV. CONCLUSION ................................................................................................................. 29\n\n\n\n\n ii\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 4 of 37\n\n\n\n\n TABLE OF AUTHORITIES\n\n Page(s)\n\nCases\n\nIn re Alstom SA Sec. Litig.,\n 406 F. Supp. 2d 433 (S.D.N.Y. 2005)......................................................................................24\n\nIn re AppHarvest Sec. Litig.,\n 684 F. Supp. 3d 201 (S.D.N.Y. 2023)......................................................................................12\n\nIn re Avon Sec. Litig.,\n 2019 WL 6115349 (S.D.N.Y. 2019) ..................................................................................25, 28\n\nIn re Block, Inc. Sec. Litig.,\n 2025 WL 2607890 (S.D.N.Y. 2025) ........................................................................................27\n\nIn re Dentsply Sirona, Inc. Sec. Litig.,\n 665 F. Supp. 3d 255 (E.D.N.Y. 2023) .....................................................................................19\n\nDiabat v. Credit Suisse Grp. AG,\n 2024 WL 4252502 (S.D.N.Y. 2024) ........................................................................................20\n\nECA & Loc. 134 IBEW Joint Pension Tr. of Chi. v. JP Morgan Chase Co.,\n 553 F.3d 187 (2d Cir. 2009).....................................................................................................22\n\nEmps. Ret. Sys. of Gov\u2019t of the V.I. v. Blanford,\n 794 F.3d 297 (2d Cir. 2015).................................................................................................9, 24\n\nIn re Estee Lauder Co., Inc. Sec. Litig.,\n 2025 WL 965686 (S.D.N.Y. 2025) ..........................................................................................26\n\nFreedman v. Value Health, Inc.,\n 958 F. Supp. 745 (D. Conn. 1997) .....................................................................................12, 25\n\nFreudenberg v. E*Trade Fin. Corp.,\n 712 F. Supp. 2d 171 (S.D.N.Y. 2010)......................................................................................12\n\nGimpel v. Hain Celestial Grp., Inc.,\n 156 F.4th 121 (2d Cir. 2025) .......................................................................................16, 18, 27\n\nIn re iDreamSky Tech. Ltd. Sec. Litig.,\n 236 F. Supp. 3d 824 (S.D.N.Y. 2017)......................................................................................23\n\nInd. Pub. Ret. Sys. v. SAIC, Inc.,\n 818 F.3d 85 (2d Cir. 2016).......................................................................................................12\n\n\n\n iii\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 5 of 37\n\n\n\n\nLorely Fin. (Jersey) No. 3 Ltd. v. Wells Fargo Sec., LLC,\n 797 F.3d 160 (2d Cir. 2015).....................................................................................................10\n\nMatrixx Initiatives, Inc. v. Siracusano,\n 563 U.S. 27 (2011) ...................................................................................................................10\n\nMeyer v. Jinkosolar Holdings Co., Ltd.,\n 761 F.3d 241 (2d Cir. 2014)...............................................................................................16, 18\n\nIn re MF Glob. Holdings Ltd. Sec. Litig.,\n 982 F. Supp. 2d 277 (S.D.N.Y. 2013)................................................................................13, 19\n\nIn re Mindbody, Inc. Sec. Litig.,\n 489 F. Supp. 3d 188 (S.D.N.Y. 2020)................................................................................14, 15\n\nMulligan v. Impax Lab'ys, Inc.,\n 36 F. Supp. 3d 942 (N.D. Cal. 2014) .......................................................................................20\n\nNovak v. Kasaks,\n 216 F.3d 300 (2d Cir. 2000).....................................................................................................24\n\nOmnicare, Inc. v. Laborers Dist. Council Const. Indus. Pension Fund,\n 575 U.S. 175 (2015) .................................................................................................................18\n\nIn re Pareteum Sec. Litig.,\n 2021 WL 3540779 (S.D.N.Y. 2021) ........................................................................................28\n\nIn re Parmalat Sec. Litig.,\n 375 F. Supp. 2d 278 (S.D.N.Y. 2005)......................................................................................29\n\nRombach v. Chang,\n 355 F.3d 164 (2d Cir. 2004).....................................................................................................23\n\nIn re Salix Pharms., Ltd.,\n 2016 WL 1629341 (S.D.N.Y. 2016) ..................................................................................17, 23\n\nSan Antonio Fire & Police Pension Fund v. Dentsply Sirona Inc.,\n 732 F. Supp. 3d 300 (S.D.N.Y. 2024)......................................................................................27\n\nSchnall v. Annuity & Life Re (Holdings), Ltd.,\n 2004 WL 367644 (D. Conn. 2004) ..........................................................................................14\n\nSEC v. Medallion Fin. Corp.,\n 2024 WL 4227753 (S.D.N.Y. 2024) ........................................................................................18\n\nIn re Signet Jewelers Ltd. Sec. Litig.,\n 2018 WL 6167889 (S.D.N.Y. 2018) ........................................................................................12\n\n\n\n iv\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 6 of 37\n\n\n\n\nStadium Cap. LLC v. Co-Diagnostics, Inc.,\n 2024 WL 456745 (S.D.N.Y. 2024) ..........................................................................................21\n\nIn re Synchrony Fin. Sec. Litig.,\n 988 F.3d 157 (2d Cir. 2021).......................................................................................................9\n\nTellabs, Inc. v. Makor Issues & Rts., Ltd.,\n 551 U.S. 308 (2007) .................................................................................................................24\n\nIn re Vale S.A. Sec. Litig.,\n 2020 WL 2610979 (E.D.N.Y. 2020)........................................................................................17\n\nIn re Virtu Fin., Inc. Sec. Litig.,\n 770 F. Supp. 3d 482 (E.D.N.Y. 2025) .....................................................................................27\n\nIn re Vivendi Universal, S.A.,\n 381 F. Supp. 2d 158 (S.D.N.Y. 2003)......................................................................................14\n\nIn re Vivendi, S.A. Sec. Litig.,\n 838 F.3d 223 (2d Cir. 2016)...............................................................................................10, 21\n\nIn re Weight Watchers Int'l Inc. Sec. Litig.,\n 504 F. Supp. 3d 224 (S.D.N.Y. 2020)......................................................................................21\n\nWilson v. LSB Indus. Inc.,\n 2017 WL 7052046 (S.D.N.Y. 2017) ............................................................................17, 18, 22\n\nStatutes\n\nPSLRA, \u00a7 78u-4 et seq........................................................................................................... passim\n\n\nRules and Regulations\n\nFederal Rules of Civil Procedure\n\n Rule 9(b) ..............................................................................................................................9, 10\n\n Rule 15 .....................................................................................................................................29\n\n\n\n\n v\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 7 of 37\n\n\n\n\n Lead Plaintiffs Local 705 International Brotherhood of Teamsters Pension Fund and New\n\nEngland Teamsters Pension Fund (\u201cLead Plaintiffs\u201d) respectfully submit this memorandum of law\n\nin opposition to Defendants\u2019 1 Motion to Dismiss 2 the Amended Complaint (the \u201cComplaint,\u201d ECF\n\nNo. 52).\n\nI. INTRODUCTION\n\n Despite Defendants\u2019 attempts to recast what this case is about, it is fundamentally a\n\nstraightforward and clear case of securities fraud. Lockheed\u2019s most senior executives assured\n\ninvestors, quarter after quarter, that they actively monitored Lockheed\u2019s important fixed-price\n\ncontracts and had the risk of losses \u201cwell-contained\u201d\u2014even though Defendants knew Lockheed\n\nlacked adequate internal systems needed to determine whether that was true. Ultimately, investors\n\nabsorbed the losses when Lockheed was finally forced to disclose billions in losses from cost\n\noverruns. This action seeks to recover those losses investors suffered due to Defendants\u2019 fraud.\n\n As alleged in the Complaint, Defendants actively concealed from investors that: (i)\n\nLockheed did not have adequate cost analysis and risk management procedures in place to manage\n\ncosts in critical programs; and (ii) as a result, three of Lockheed\u2019s most important programs\u2014the\n\nMFC Program, the Aeronautics Program, and the F-35 Program\u2014were over cost and would result\n\nin losses that would materially harm Lockheed\u2019s profitability. Investors knew none of this. Instead,\n\nDefendants repeatedly made materially false statements touting Lockheed\u2019s ability to manage\n\n\n\n1\n Defendants are Lockheed Martin Corporation, (\u201cLockheed\u201d or the \u201cCompany\u201d), James Taiclet\n(\u201cTaiclet\u201d), and Jesus Malave (\u201cMalave,\u201d and collectively with Lockheed and Taiclet,\n\u201cDefendants\u201d).\n2\n \u201cMotion\u201d refers to the Memorandum of Law in Support of Defendants\u2019 Motion to Dismiss the\nAmended Complaint (ECF No. 55). Citations to \u201cEx.\u201d refer to the exhibits attached to the\nDeclaration of Kristina A. Bunting (ECF No. 56). Citations to \u201c\u00b6\u201d or \u201c\u00b6\u00b6\u201d refer to paragraphs in\nthe Complaint. Unless otherwise noted, all emphasis has been added and internal quotation marks\nomitted.\n\n\n 1\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 8 of 37\n\n\n\n\ncosts and downplaying the risks of cost overruns when, in reality, the three programs were all\n\nsuffering substantial undisclosed losses.\n\n For example, on January 23, 2024, Defendant Malave downplayed cost overrun risks by\n\nclaiming \u201cwe\u2019re [] keeping a tight lid on . . . costs\u201d and that Lockheed was \u201cnot aware of any\n\nother contracts that . . . would cause any material issues.\u201d \u00b6\u00b6156, 160. This was false.\n\nUnbeknownst to investors, Lockheed lacked adequate cost analysis and risk management\n\nprocesses\u2014deficiencies that Defendants later conceded (only after billions in losses came to light).\n\n\u00b6\u00b6153-55, 157-59, 161-62. But instead of revealing those known deficiencies and warning\n\ninvestors that the MFC and Aeronautics Programs were already experiencing cost overruns that\n\nmade substantial losses inevitable, Defendants repeatedly touted their \u201cpricing discipline\u201d and\n\nrisk-adjusted bidding practices (\u00b6\u00b6150-51), thereby falsely reassuring investors about the\n\nCompany\u2019s cost and risk management procedures while concealing the immediate threat of losses\n\nfrom the MFC and Aeronautics Programs.\n\n The MFC Program was of particular concern to investors at the start of the Class Period.\n\nAt that point, the program had just switched from a cost-reimbursable contract (meaning Lockheed\n\nwould get reimbursed for excess costs) to a fixed-price contract\u2014meaning there was a greater risk\n\nof cost overruns that Lockheed would be forced to absorb. Despite this new phase of the contract,\n\nDefendants downplayed the cost risks to investors. During the Class Period, Defendants publicly\n\nstated Lockheed would record a $325 million loss in 2024 and assured investors the remaining\n\nlosses from the contract, if any, would be spread out in 2025 and beyond under \u201ca one-per-year\n\ntype of framework.\u201d See, e.g., \u00b6\u00b6167-68. Then, on December 3, 2024, Defendant Malave told\n\ninvestors the MFC losses would actually be lower moving forward and described the MFC\n\nProgram as a \u201ctailwind.\u201d \u00b6172. However, Defendants had no reasonable basis to make those\n\n\n\n\n 2\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 9 of 37\n\n\n\n\nstatements, as they were fully aware they had inadequate control over costs and risks in that\n\nprogram and that they were about to record a staggering $1.3 billion loss on the program. Just a\n\nfew weeks later, investors were shocked when Lockheed abruptly disclosed that it had to record a\n\n$1.3 billion loss in 2024\u2014nearly a billion dollars more than Defendants stated just weeks earlier.\n\nSee, e.g., \u00b6\u00b6128, 199.\n\n Similarly, Defendants misled investors about their ability to control costs and mitigate risks\n\nin the Aeronautics Program. Specifically, after abruptly recording massive losses in October 2024\n\nand January 2025, which took investors by surprise because Defendants knowingly concealed such\n\nrisks (see, e.g., \u00b6\u00b6128, 200), Defendants tried to calm investor concern by falsely stating they had\n\n\u201csignificantly reduced the risk of future charges\u201d to the Aeronautics Program and falsely\n\nreassuring investors they had the cost overrun issue \u201cwell-contained.\u201d \u00b6\u00b6179, 183. Those were\n\nlies. Just a few months later on July 22, 2025, after the CFO abruptly resigned, Lockheed disclosed\n\nanother $1 billion loss in the Aeronautics Program and finally admitted that Lockheed needed to\n\nimplement sweeping remedial measures to its cost analysis and risk management procedures\u2014\n\nconceding that the supposed cost control measures that Defendants touted during the Class Period\n\nwere actually known to be inadequate. \u00b6\u00b6138-42.\n\n At the same time, Defendants misled investors about the F-35 Program. Defendants knew\n\nthat a mandatory software upgrade for the F-35, known as the TR-3 upgrade, was plagued by\n\nimplementation and cost failures that caused aircraft delivery delays of more than 200 days, drove\n\ntotal F-35 Program costs up by nearly $43 billion in a single year, and strained the Company\u2019s\n\nrelationship with the U.S. government to the point that negotiations over the next production\n\ncontract\u2014valued at $24.3 billion\u2014had stalled. \u00b6\u00b6109-11, 235. Despite these known problems,\n\nDefendant Malave falsely told investors on July 23, 2024 that Lockheed \u201cexpect[ed]\u201d the new F-\n\n\n\n\n 3\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 10 of 37\n\n\n\n\n35 contract \u201cto be awarded this year, maintaining program funding, and continuity,\u201d \u00b6163,\n\nconveying a misleadingly positive picture of a program that was mired in excess costs and contract\n\nuncertainty. Id. On October 22, 2024, Lockheed was forced to disclose that the next contract would\n\nnot be awarded in 2024\u2014contrary to Defendants\u2019 previous statements\u2014and the Company could\n\nnot recognize revenue or profit on approximately $400 million in incurred costs\u2014revelations that\n\ncontributed to a 6% single-day stock decline. \u00b6\u00b6115-16.\n\n Defendants\u2019 Motion to Dismiss does not meaningfully address any of these allegations.\n\nInstead, their Motion creates a counter-factual narrative to support their arguments. For example,\n\nDefendants argue the alleged misstatements are not actionably false or misleading because\n\nLockheed generally warned investors of the risks of losses. See Motion at 1, 17. This misses the\n\npoint. Investors understood that Lockheed develops technologies on fixed-price contracts and\n\ntherefore might suffer losses when projected costs exceed the contract value. However, investors\n\ndid not know\u2014because Defendants never warned them\u2014that Lockheed did not have adequate\n\ncost analysis and risk management procedures in place at all, which led to ballooning costs and a\n\nfailure to fulfill contractual obligations that caused higher than expected losses. Moreover,\n\nalthough Defendants made generic statements that the MFC and Aeronautics Programs might\n\nsuffer losses, such generic warnings were not specific enough to counteract Defendants\u2019 false\n\nstatements to the contrary which affirmatively dispelled the possibility of such risks in real time.\n\n Indeed, central to Defendants\u2019 entire argument is their contention that investors were aware\n\nof the risks. But if Defendants had adequately disclosed the risks, as they now argue, why were\n\ninvestors completely blindsided by the Company\u2019s disclosures of losses? The answer is simple:\n\nbecause Defendants\u2019 repeated false statements reassured investors that Lockheed had costs under\n\ncontrol. For example, after disclosing the nearly $2 billion in losses on January 28, 2025\u2014which\n\n\n\n\n 4\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 11 of 37\n\n\n\n\ncaused a 10% single-day stock price decline, see \u00b6126-29\u2014Defendants falsely reassured investors\n\nthat they had the cost issues \u201cwell contained\u201d and that they had \u201cde-risked\u201d the Aeronautics\n\nProgram. \u00b6\u00b6177, 183. However, just a few weeks later, on July 22, 2025, Lockheed was forced to\n\ntake another $1 billion loss from the Aeronautics Program, forcing Defendants to finally admit\n\nthey needed new reforms to Lockheed\u2019s deficient cost and risk procedures, and causing\n\nLockheed\u2019s stock price to drop another 10% in a single day. \u00b6\u00b6138, 148. In response, one analyst\n\nfrom Wolfe Research asked, \u201cwhy should investors feel at all comfortable that you\u2019ve de-risked\n\nthe problem programs\u201d now? \u00b6145. Another analyst from Bank of America asked, \u201cwhy did it take\n\n$1 billion charges to change the way you\u2019re reviewing this thing?\u201d Id. Such analyst reports plainly\n\nbelie Defendants\u2019 argument that investors knew of the risks.\n\n Defendants also present several other falsity arguments that fail. For example, Defendants\n\nargue their false statements about the Aeronautics Program are forward-looking statements\n\nprotected by the PSLRA safe harbor. Motion at 15. However, the safe harbor does not apply to\n\nDefendants\u2019 statements\u2014such as Malave\u2019s false statement that Lockheed has already \u201cde-risked\u201d\n\nthe program and had cost risks already \u201cwell-contained,\u201d \u00b6\u00b6179, 183\u2014because they omitted\n\nmaterial facts and discussed actions that had already ostensibly occurred. Defendants also argue\n\nthat some of their statements are inactionable puffery. For example, Defendants claim Malave\u2019s\n\n\u201cde-risked\u201d statement is puffery, essentially arguing investors did not care whether Lockheed had\n\nreduced the risk of future charges in the program. This is absurd, given the importance of the\n\nprograms, and belied by both investors\u2019 pointed questions about the risk of losses and the furious\n\nreaction from analysts after the truth was revealed, who questioned why the market should trust\n\nthat Lockheed had \u201cde-risked the problem programs.\u201d \u00b6145. Defendants\u2019 framing of Lockheed\u2019s\n\n\n\n\n 5\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 12 of 37\n\n\n\n\nstatements as opinions similarly fails; their statements are largely factual, and even if opinions,\n\nthey remain actionable because they lacked a reasonable basis.\n\n Defendants\u2019 challenges to scienter also fail. For example, Defendants argue the Complaint\n\ndoes not adequately allege scienter because the statements from former Lockheed employees\n\n(identified as FEs) are \u201cuntethered to the alleged fraud.\u201d Motion at 2-3. Not so. The FEs paint a\n\nconsistent picture of a company that lacked the controls necessary to price, monitor, and manage\n\nits most important fixed-price contracts. For example, FE-1, a Senior Project Manager on the MFC\n\nProgram, stated that cost overruns were known for many months before Defendants disclosed any\n\nlosses. \u00b6106. Similarly, FE-1 said there were already discussions about lowering costs in the MFC\n\nProgram in 2019, and FE-3 explained there was uncertainty regarding the MFC Program\u2019s\n\nfinancial viability as early as 2020. \u00b6\u00b6107-08. These FE allegations\u2014paired with other allegations,\n\nsuch as Defendant Malave\u2019s statement that they \u201cclosely\u201d monitored the programs (\u00b6160)\u2014\n\nsupport a strong inference of scienter.\n\n The Court should deny Defendants\u2019 Motion in its entirety.\n\nII. FACTUAL BACKGROUND\n\n A. Company Background\n\n Lockheed is a defense contractor that generates most of its revenue from long-term\n\ncontracts with the U.S. Department of Defense and allied governments. \u00b6\u00b672, 74. Many of these\n\ncontracts, including the MFC and Aeronautics Programs, are fixed-price arrangements under\n\nwhich the contractor (Lockheed) bears the risk of cost overruns that directly reduce profitability.\n\n\u00b676. As a result, investors closely scrutinized Lockheed\u2019s ability to manage costs in the MFC and\n\nAeronautics Programs as a critical factor in assessing the Company\u2019s profitability. \u00b6\u00b610, 78, 83.\n\n\n\n\n 6\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 13 of 37\n\n\n\n\n B. Defendants Falsely Stated They Managed the Risk of Cost Overruns For\n Their Fixed Cost Programs\n\n Lockheed\u2019s ability to manage costs and limit the risks of cost overruns is vital to Lockheed\n\nand its investors. However, FEs recounted that Lockheed lacked sufficient procedures to assess,\n\nmanage, and mitigate cost issues. These issues were known as early as 2019, \u00b6\u00b6101, 108, and it\n\nbecame clear by the start of the Class Period that Lockheed was unable to track or mitigate losses\n\nfrom these programs. \u00b6101.\n\n Despite knowing that Lockheed\u2019s inability to manage risks and costs was creating an\n\noverhang on Lockheed\u2019s profitability, Defendants repeatedly assured investors that risks were well\n\ncontained and that robust cost-management procedures were in place. \u00b6\u00b612, 94-96, 150. For\n\nexample, on January 23, 2024, Defendant Malave touted the Company\u2019s \u201cpricing discipline\u201d and\n\nclaimed that Lockheed\u2019s \u201cpricing accounts for [] risk,\u201d including cost risks associated with fixed-\n\nprice contracts. \u00b6150. When analysts specifically pressed Defendants about the MFC Program\u2019s\n\nimpact on margins, Defendant Malave downplayed the risks, stating the Company was \u201ckeeping\n\na tight lid on overhead and indirect costs.\u201d \u00b6156. These statements, however, were false: the\n\nCompany lacked the procedures necessary to manage rising costs, and FEs confirmed that the\n\ndeficiencies with Lockheed\u2019s procedures had been known internally since well before the Class\n\nPeriod. \u00b6\u00b699, 101, 106-07, 153, 157.\n\n C. Defendants Misled Investors About the MFC Program\n\n The MFC Program originally operated as a cost-reimbursement contract, but in or around\n\n2024, it switched to a fixed-price contract. \u00b687. On April 23, 2024, Defendants disclosed a $100\n\nmillion reach-forward loss on the MFC Program\u2014the first such disclosure\u2014and guided investors\n\nthat total 2024 MFC losses would be approximately $325 million. \u00b6\u00b622, 105.\n\n\n\n\n 7\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 14 of 37\n\n\n\n\n Starting in Fall 2024, Defendants repeatedly told investors that the losses on the MFC\n\nProgram would not exceed $325 million. On October 22, 2024, Defendant Malave falsely\n\nreiterated that full-year MFC losses would be limited to approximately $325 million. \u00b6\u00b634, 120-\n\n21, 167-68. On December 3, 2024\u2014weeks before year-end\u2014Malave described the MFC Program\n\nas a \u201ctailwind,\u201d assuring investors that losses were diminishing and the program was transitioning\n\nto profitability. \u00b6\u00b635, 122, 172.\n\n D. Defendants Misled Investors About the Aeronautics Program\n\n Another significant program was Lockheed\u2019s Aeronautics Program, another fixed-price\n\ncontract. After Lockheed announced massive unexpected charges for the MFC and Aeronautics\n\nPrograms in January 2025, Defendant Taiclet doubled down, claiming these massive charges had\n\n\u201cderisk[ed]\u201d Lockheed\u2019s \u201cfinancial profile[.]\u201d \u00b6\u00b6130, 177. Similarly, on February 13, 2025,\n\nDefendant Malave stated that the remaining cost overrun problems were \u201cwell-contained.\u201d \u00b6\u00b6132,\n\n183. These statements calmed investor concerns. But unfortunately for investors, they were false:\n\nLockheed did not have the cost overrun problems contained, and would soon declare an additional\n\n$1 billion loss in the Aeronautics Program. \u00b6\u00b649, 134, 180-82.\n\n E. Defendants Misled Investors About the F-35 Program\n\n Lockheed develops and manufactures F-35 aircrafts for the U.S. military. \u00b689. The F-35\n\nProgram, which accounts for roughly a quarter of Lockheed\u2019s revenue, involves contracts with the\n\nU.S. government. \u00b6\u00b689-90. Throughout the Class Period, the F-35 Program experienced significant\n\ndifficulties implementing a mandatory technology upgrade known as TR-3, resulting in material\n\ncost pressures and delivery delays. \u00b6\u00b626, 110-11. These failures delayed the award of the next\n\nproduction contract (Lots 18-19). \u00b6\u00b626, 111. Yet on July 23, 2024, Defendant Malave told\n\ninvestors that Lockheed \u201cexpect[ed] F-35 Lot 18 and 19 to be awarded this year, maintaining\n\nprogram funding, and continuity\u201d\u2014a statement that was false and misleading when made. \u00b6\u00b6112,\n\n\n 8\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 15 of 37\n\n\n\n\n163. On October 22, 2024, Lockheed disclosed that Lots 18-19 contract negotiations were\n\nindefinitely stalled due to excess costs, preventing the Company from recognizing approximately\n\n$400 million in revenue. \u00b6\u00b630, 32, 115-19, 191, 194.\n\n F. Lockheed Shocked Investors by Disclosing Losses in the MFC and\n Aeronautics Programs\n\n Shortly after telling investors MFC Program losses would be $325 million, Defendants\n\ndisclosed on January 28, 2025, that actual yearly MFC Program losses were $1.3 billion, and that\n\nthe Aeronautics Program had also suffered an additional $410 million in losses. \u00b6\u00b639, 126, 197-\n\n98. Analysts were completely blindsided by this disclosure. Morgan Stanley noted the losses \u201ctook\n\ninvestors by surprise,\u201d and Deutsche Bank reported that the Aeronautics charge had not been\n\n\u201cpreviewed.\u201d \u00b6\u00b641-42, 128, 199-200. As a result, Lockheed\u2019s stock price fell over 9% in a single\n\nday. \u00b6\u00b643, 129, 201.\n\n G. Lockheed Shocked Investors Again by Disclosing Another $1 Billion Loss\n\n On July 22, 2025, Lockheed disclosed an additional $950 million loss on the Aeronautics\n\nProgram and admitted that a \u201ccomprehensive review\u201d had revealed the need for \u201csignificant\n\nupdates to the program\u2019s schedule and cost estimates,\u201d as well as enhancements \u201cacross the\n\nportfolio\u201d\u2014an acknowledgment that the Company\u2019s cost controls had been inadequate. \u00b6\u00b651-52,\n\n138-40, 204-05, 212. Lockheed\u2019s stock plummeted more than 10% in one day. \u00b6\u00b6148, 209.\n\nIII. LEAD PLAINTIFFS HAVE ADEQUATELY STATED A SECTION 10(B) CLAIM\n\n On a motion to dismiss, a court must \u201caccept all factual claims in the complaint as true and\n\ndraw all reasonable inferences in the plaintiff\u2019s favor.\u201d Emps.\u2019 Ret. Sys. of Gov\u2019t of the V.I. v.\n\nBlanford, 794 F.3d 297, 307 (2d Cir. 2015). Securities fraud claims under \u00a710(b) are subject to the\n\nheightened pleading requirements of Rule 9(b) and the PSLRA, however, courts \u201cmust be careful\n\nnot to mistake heightened pleading standards for impossible ones.\u201d In re Synchrony Fin. Sec. Litig.,\n\n\n\n 9\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 16 of 37\n\n\n\n\n988 F.3d 157, 161 (2d Cir. 2021). An \u201calleged fraud need only be plausible based on the complaint;\n\nit need not be more likely than other possibilities.\u201d Lorely Fin. (Jersey) No. 3 Ltd. v. Wells Fargo\n\nSec., LLC, 797 F.3d 160, 174 (2d Cir. 2015) (emphasis in original).\n\n To state a claim for securities fraud under \u00a710(b) of the Exchange Act and SEC Rule 10b-\n\n5(b), a plaintiff must allege: \u201c(1) a material misrepresentation or omission by the defendant [i.e.,\n\nfalsity]; (2) scienter; (3) a connection between the misrepresentation or omission and the purchase\n\nor sale of a security; (4) reliance upon the misrepresentation or omission; (5) economic loss; and\n\n(6) loss causation.\u201d Matrixx Initiatives, Inc. v. Siracusano, 563 U.S. 27, 37-38 (2011). Here, Lead\n\nPlaintiffs have established both falsity and scienter\u2014the only elements challenged by Defendants\n\nin their Motion.\n\n A. The Complaint Adequately Alleges Falsity\n\n A complaint pleads falsity under Rule 9(b) and the PSLRA if the plaintiff \u201cspecif[ies] each\n\nstatement alleged to have been misleading\u201d and \u201cthe reason or reasons why the statement is\n\nmisleading.\u201d 15 U.S.C. \u00a7 78u-4(b)(1)(B). \u201cThe test for whether a statement is materially\n\nmisleading under Section 10(b) is not whether the statement is misleading in and of itself, but\n\nwhether the defendants\u2019 representations, taken together and in context, would have misled a\n\nreasonable investor.\u201d In re Vivendi, S.A. Sec. Litig., 838 F.3d 223, 250 (2d Cir. 2016) (emphasis\n\nin original).\n\n 1. Defendants Misled Investors About Lockheed\u2019s Cost Analysis and\n Risk Management Procedures\n\n Lockheed\u2019s value to investors is almost entirely dependent on its ability to generate a profit\n\non its contracts\u2014and that ability is almost entirely dependent on Lockheed\u2019s ability to manage\n\ncosts and risks from its contracts, especially fixed-price ones. Accordingly, investors repeatedly\n\nasked Defendants about the risk of losses from fixed-price contracts in the MFC and Aeronautics\n\n\n\n 10\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 17 of 37\n\n\n\n\nPrograms. In responses to analyst questioning, Defendants repeatedly represented that Lockheed\n\nwas closely tracking, monitoring, and containing the cost risks in those programs (\u00b6\u00b6150, 156,\n\n160). For example, during Lockheed\u2019s Q4 2024 earnings call, Defendant Malave claimed, in\n\nresponse to an analyst question about risks in the MFC Program, that Lockheed was \u201cemploying\n\na lot more pricing discipline\u201d and was \u201ckeeping a tight lid on overhead and indirect costs.\u201d Id.\n\nSimilarly, on February 14, 2024, when asked about the Aeronautics Program, Malave claimed that\n\nDefendants \u201cmonitor that one pretty closely\u201d and falsely assured investors that Lockheed was \u201cnot\n\naware of any other contracts that . . . would cause any material issues.\u201d \u00b6160.\n\n These statements were false. In truth, as multiple FEs (and Lockheed itself) confirmed,\n\nLockheed\u2019s cost assessment and risk management procedures were inadequate throughout the\n\nClass Period, and the programs were significantly over expected costs. For example, according to\n\nFE-2, cost and performance issues were prevalent at Lockheed, explaining that contract proposals\n\nwere never accurate and many ended up being over cost and behind schedule. \u00b681. Similarly, FE-\n\n3 stated there were concerns about the MFC Program\u2019s financial viability as early as 2020. \u00b6108.\n\nFE-1 likewise explained there were already discussions as early as 2019 about trying to lower costs\n\nin the MFC Program, and it was known that losses would occur in the MFC Program prior to the\n\nApril 2024 announcement. \u00b6\u00b6101, 106.\n\n Defendants argue their statements were not false because they never said \u201cthat\n\n[Lockheed\u2019s] controls were adequate\u201d or that Lockheed was monitoring its programs successfully.\n\nMotion at 10, 23. This argument defies logic. Defendants were responding to analysts\u2019 questions\n\nabout cost risks specifically in the MFC and Aeronautics Programs. By touting Lockheed\u2019s\n\npurported \u201cpricing discipline\u201d in response to these specific questions, Defendants falsely assured\n\ninvestors that Lockheed\u2019s supposed cost and risk management procedures were working as\n\n\n\n\n 11\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 18 of 37\n\n\n\n\nintended for these programs. But their processes were not able to control costs and risks, making\n\nLockheed\u2019s statements to the contrary actionably false and misleading. See In re AppHarvest Sec.\n\nLitig., 684 F. Supp. 3d 201, 264-65 (S.D.N.Y. 2023) (misleading to convey there were no problems\n\nwith operations when company\u2019s operations were deficient).\n\n Defendants also argue that Defendant Taiclet\u2019s post-class period admission that\n\nLockheed\u2019s cost processes needed improvement does not support an inference they were deficient\n\nduring the Class Period. Motion at 11, 23. But this ignores the context behind Taiclet\u2019s\n\nannouncement. Specifically, Taiclet made that admission after more than two billion dollars in\n\ncost overruns in the MFC and Aeronautics Programs, explaining those overruns led to a \u201creview\u201d\n\nthat resulted in \u201csignificant changes\u201d to the Company\u2019s processes. \u00b6212. Defendant Taiclet was\n\nnot just saying that Lockheed would improve in the future, he acknowledged that Lockheed failed\n\nto monitor costs during the Class Period. Such admissions plainly support falsity. See, e.g.,\n\nFreudenberg v. E*Trade Fin. Corp., 712 F. Supp. 2d 171, 183-84 (S.D.N.Y. 2010) (post-Class\n\nPeriod admission used to establish falsity); Freedman v. Value Health, Inc., 958 F. Supp. 745, 748-\n\n49 (D. Conn. 1997) (claiming a company conducted due diligence were false based on later\n\nstatement by CEO describing \u201cshortcomings\u201d in due diligence process).\n\n Contrary to Defendants\u2019 arguments (Motion at 23-24), these statements are not puffery\n\nbecause they were made in response to specific analyst questions regarding a key point of investor\n\nconcern. See In re Signet Jewelers Ltd. Sec. Litig., 2018 WL 6167889, at *12 (S.D.N.Y. 2018) (not\n\npuffery when statement made in response to questioning about area of investor concern); see also\n\nInd. Pub. Ret. Sys. v. SAIC, Inc., 818 F.3d 85, 98 (2d Cir. 2016) (puffery depends on context);\n\n\u00b6\u00b6149, 156, 160. Similarly, Defendants claim that Malave\u2019s statement that there was a \u201cpossibility\n\nthat a risk can surface\u201d was forward looking and protected by the PSLRA safe harbor. Motion at\n\n\n\n\n 12\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 19 of 37\n\n\n\n\n11-13. But the PSLRA safe harbor does not apply here: merely warning of \u201cpossible risks while\n\nfailing to disclose [the] critical facts\u201d that Lockheed\u2019s processes were inadequate takes these\n\nstatements outside the safe harbor. In re MF Glob. Holdings Ltd. Sec. Litig., 982 F. Supp. 2d 277,\n\n318 (S.D.N.Y. 2013).\n\n 2. Defendants Misled Investors About Three of Lockheed\u2019s Most\n Important Programs\n\n Throughout the Class Period, Defendants also misrepresented Lockheed\u2019s ability to control\n\ncosts and the risk of losses from three important contracts: the MFC Program, the Aeronautics\n\nProgram, and the F-35 Program.\n\n a. Defendants Misled Investors About the MFC Program\n\n Throughout 2024, Defendants repeatedly represented to investors that Lockheed was\n\ntracking the costs of the MFC Program (\u00b6\u00b6156, 160), and based on that review, the MFC Program\n\nwould lose only $325 million in 2024 (\u00b6\u00b6167-68) and the remaining potential losses would be\n\nspread out in future years (\u00b6172). In truth, however, Lockheed had no reasonable basis to make\n\nthese statements, as the Company could not manage Lockheed\u2019s performance as the program\n\nmoved into its fixed-price portion.\n\n (1) Defendants\u2019 False and Misleading Statements\n\n On October 22, 2024, Defendant Malave claimed that Lockheed would have to take a\n\ncharge of \u201cabout $225 million\u201d in addition to the $100 million charge Lockheed took earlier in\n\n2024\u2014totaling a $325 million loss in 2024. \u00b6167. Malave further assured investors that any\n\nremaining charges in the MFC Program would be recorded in future years, stating that \u201cas far as\n\n2025,\u201d charges would be \u201cbetween, say, $250 million to $300 million in losses\u201d for that year under\n\na \u201cone-per-year type of framework.\u201d \u00b6168. Weeks later, on December 3, 2024\u2014i.e., the end of\n\nthe fiscal year\u2014Malave went a step further, telling investors they should expect Lockheed to \u201cget\n\n\n\n 13\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 20 of 37\n\n\n\n\na benefit from lower losses from the MFC classified program,\u201d which would give Lockheed \u201ca\n\nlittle bit [of a] tailwind\u201d in 2025. \u00b6172.\n\n Malave\u2019s statements were misleading because they led investors to believe Lockheed had\n\nreliably assessed the costs and potential risks of cost overruns from the MFC Program and\n\ndetermined that: no additional charges would be taken in 2024; additional losses would be spread\n\nout under a one-per-year framework; and investors should expect lower losses from the MFC\n\nProgram moving forward. However, due to Lockheed\u2019s inadequate procedures, Defendants had no\n\nbasis to state additional costs would not be recognized in 2024 or claim the program would be a\n\ntailwind. \u00b6\u00b6101-03, 138-43. Thus, Defendants\u2019 statements were actionably false and misleading.\n\nSee Schnall v. Annuity & Life Re (Holdings), Ltd., 2004 WL 367644, at *7 (D. Conn. 2004)\n\n(statements about likelihood of write-offs false and misleading when defendant did not have\n\nreasonable basis to make statement); see also In re Mindbody, Inc. Sec. Litig., 489 F. Supp. 3d\n\n188, 208 (S.D.N.Y. 2020) (when discussing company\u2019s value, \u201cDefendants impliedly warranted\n\nthat\u201d their statements were based on \u201can accurate reference point\u201d).\n\n As FEs explained, Lockheed lacked any basis to accurately measure the costs or the risks\n\nembedded in its MFC Program, meaning Lockheed had no ability to accurately assess the\n\nprobability it would recognize cost overruns as the MFC Program shifted to a fixed-price contract.\n\nSee supra Section III(A)(1). Moreover, the sheer magnitude of the $1.3 billion charge Lockheed\n\nannounced mere weeks after the above statements further supports an inference of falsity. It defies\n\nbelief that a company as sophisticated as Lockheed suddenly discovered that it needed to take an\n\nadditional billion dollar charge mere weeks after reassuring investors that a charge would be\n\nlimited to $325 million and the program would present a \u201ctailwind\u201d for the Company. See In re\n\n\n\n\n 14\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 21 of 37\n\n\n\n\nVivendi Universal, S.A., 381 F. Supp. 2d 158, 177 (S.D.N.Y. 2003) (size of impairment supported\n\n\u201creasonable inference\u201d of falsity).\n\n Particularly notable is Defendant Malave\u2019s December 3, 2024 statement\u2014made days\n\nbefore the end of the year\u2014claiming that the MFC Program would be a \u201ctailwind\u201d to Lockheed\u2019s\n\nprofitability moving forward. In addition to the reasons discussed above, this statement was also\n\nmisleading because it conveyed to investors that the MFC Program would be accretive to\n\nLockheed\u2019s profitability, although in reality, Lockheed was about to recognize the full losses.\n\nIndeed, mere weeks later, the Company announced a $1.3 billion charge that Lockheed was forced\n\nto take in 2024 alone. It was materially false and misleading for Malave to describe the MFC\n\nProgram as a \u201cbenefit\u201d and \u201ctailwind\u201d to profitability, and fail to warn investors of the imminent\n\ncharge, when Lockheed was set to record the full $1.3 billion loss that same quarter.\n\n Defendants argue that Malave\u2019s statements that the MFC Program would be a tailwind\n\nwere not false or misleading because he was \u201creferencing the context of 2025\u201d and \u201c[i]ncreased\n\nlosses in 2024 would indeed make \u2018lower losses\u2019 in future years more likely.\u201d Motion at 20. This\n\nargument\u2014that Malave\u2019s statement was literally true\u2014misses the point. The securities laws are\n\nmeasured not by \u201cliteral truth,\u201d but whether statements would mislead an investor. Mindbody, 489\n\nF. Supp. 3d at 208. Here, Malave\u2019s statements did just that. Throughout the year, Defendants\n\nconveyed to investors that losses in 2024 would be limited to $325 million and spread out under a\n\none-per-year framework. If it was literally true at the time of Malave\u2019s statement that Lockheed\u2019s\n\n2025 losses would be lower because of \u201cincreased losses\u201d in 2024, then Malave and Lockheed\n\nshould have told investors that and disclosed all those known increased losses in 2024 that would\n\nlead to lower losses in 2025. But they did not, which misled investors and caused Lockheed\u2019s stock\n\nprice to unexpectedly plummet when the truth was disclosed.\n\n\n\n\n 15\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 22 of 37\n\n\n\n\n (2) Defendants\u2019 Falsity Arguments Fail\n\n Defendants argue their statements about the MFC Program were not false or misleading\n\nbecause Lockheed disclosed that additional losses \u201ccould\u201d be recognized in 2024. Motion at 18,\n\n20. But this argument completely ignores why Lockheed\u2019s statements misled investors: not\n\nbecause Lockheed failed to disclose that a charge might occur, but because Lockheed\u2019s cost and\n\nrisk management processes were deficient, causing a $1.3 billion loss in 2024. Because Defendants\n\nhad no reasonable basis to tell investors to expect only a $325 million loss or to express that the\n\nMFC contract would be a tailwind, qualifying those statements with general warnings that\n\nadditional charges could be taken did nothing to warn investors of the actual risk they faced. As\n\nthe Second Circuit explained, a company cannot warn of \u201ca business\u2019s peculiar risk of fire,\u201d while\n\nomitting \u201cthe fact that the [sprinkler system] has been found to be inoperable, without misleading\n\ninvestors.\u201d Meyer v. Jinkosolar Holdings Co., Ltd., 761 F.3d 241, 251 (2d Cir. 2014). So too here.\n\nDefendants cannot reasonably claim investors were warned by statements cautioning Lockheed\n\n\u201ccould\u201d recognize additional costs, while simultaneously omitting that Lockheed\u2019s cost and risk\n\nmanagement processes were utterly deficient and led to the full $1.3 billion loss.\n\n Moreover, Defendants\u2019 generic warnings did not counteract their highly specific\n\nstatements that the $1.3 billion loss would be spread out over the entire lifespan of the contract\n\nunder a \u201cone-per-year type of framework.\u201d \u00b6168. Thus, Lockheed\u2019s general warnings that it\n\n\u201ccould\u201d incur additional losses over the contract\u2019s lifespan (see Motion at 18, Ex. 10 at 24-25) did\n\nnot sufficiently warn investors of the known risk of the $1.3 billion loss in 2024, which is exactly\n\nwhy investors were blindsided by the $1.3 billion charge. See, e.g., \u00b6\u00b6128-29. In any event,\n\nDefendants\u2019 argument\u2014that their generic warnings counteracted their specific statements to the\n\ncontrary\u2014is a factual dispute not appropriate for a motion to dismiss. See Gimpel v. Hain Celestial\n\n\n\n\n 16\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 23 of 37\n\n\n\n\nGrp., Inc., 156 F.4th 121, 142 (2d Cir. 2025) (inappropriate at pleading stage to assess whether\n\ngeneric warnings counterbalanced specific misrepresentations).\n\n Defendants next turn to a blunderbuss of equally inapplicable falsity defenses in their\n\nMotion. These too fail.\n\n Not Protected by Safe Harbor: Defendants argue their statements in \u00b6\u00b6167 and 172 are\n\nforward-looking statements protected by the PSLRA safe harbor. Motion at 19, 20-21. Not so. The\n\nsafe harbor protects forward looking statements only if they are accompanied by meaningful\n\ncautionary language or are made without actual knowledge of falsity, but the safe harbor does not\n\nprotect statements premised on present statements of fact or omissions. In re Salix Pharms., Ltd.,\n\n2016 WL 1629341, at *9 (S.D.N.Y. 2016).\n\n Fundamentally, the safe harbor does not apply to these statements because they involve\n\nmisstatements and omissions about Lockheed\u2019s then-existing cost and risk management\n\nprocesses. Defendants knew, and failed to disclose, that these systems were inadequate and could\n\nnot adequately measure the risk of cost overruns. These types of misstatements and omissions are\n\nnot covered by the safe harbor. See, e.g., Wilson v. LSB Indus. Inc., 2017 WL 7052046, at *3\n\n(S.D.N.Y. 2017) (safe harbor inapplicable when defendants \u201cfail[ed] to disclose that no detailed\n\nengineering analysis had been performed to support their cost projections\u201d).\n\n Even if the statements were subject to the safe harbor\u2014and they are not\u2014the lack of\n\nmeaningful cautionary language dooms Defendants\u2019 arguments. Cautionary language is not\n\n\u201cmeaningful\u201d if it is generic or warns of the wrong risk. See In re Vale S.A. Sec. Litig., 2020 WL\n\n2610979, at *14 (E.D.N.Y. 2020) (warnings that dams could collapse did not warn investors of\n\nrelevant risks: potential risk management failures). For example, Defendants cite cautionary\n\nlanguage warning that Lockheed may recognize additional costs for the MFC Program. Motion at\n\n\n\n\n 17\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 24 of 37\n\n\n\n\n18. But that language did not warn investors of the relevant risks, namely that Lockheed already\n\nhad deficient performance and cost procedures, and Lockheed\u2019s cost and risk management\n\nprocesses admittedly could not accurately measure losses. Jinkosolar, 761 F.3d at 251 (risk\n\ndisclosure that a fire may occur is not meaningful when the relevant risk is that the sprinkler system\n\nmay not work). Moreover, the statements Defendants argue are forward looking (including \u00b6\u00b6177-\n\n79, 183) were made with actual knowledge of their falsity, further foreclosing the safe harbor. See\n\ninfra Section III(B).\n\n Not Inactionable Opinions: Despite Defendants\u2019 arguments, the statements in \u00b6\u00b6166-67\n\n(concerning the MFC Program charges) are not inactionable opinions, as they contained embedded\n\nstatements of fact that were untrue\u2014specifically, that Defendants had reasonably determined that\n\nadditional charges were not probable at the time. See SEC v. Medallion Fin. Corp., 2024 WL\n\n4227753, at *7-8 (S.D.N.Y. 2024) (opinions actionable where embedded statements of fact\n\nuntrue). As was revealed, Defendants\u2019 cost assessment processes were deficient at the time,\n\nmaking their statements actionably false and misleading.\n\n Similarly, opinions are actionably misleading if they \u201cdo not rest on the inquiry or\n\ninvestigation that a reasonable investor would expect.\u201d LSB, 2017 WL 7052046, at *1; see also\n\nHain, 156 F.4th at 140 n.13 (holding the same). In other words, opinions are actionable if they\n\nomit that the speaker lacks a reasonable basis for the opinion. See Omnicare, Inc. v. Laborers Dist.\n\nCouncil Const. Indus. Pension Fund, 575 U.S. 175, 188-89 (2015) (explaining that statement \u201cwe\n\nbelieve our conduct is lawful\u201d would be misleading if no \u201cmeaningful legal inquiry\u201d into the\n\nconduct). Like the example provided in Omnicare, Defendants lacked a reasonable basis for\n\nstatements concerning MFC Program losses given admitted failures of Lockheed\u2019s risk and cost\n\nmanagement processes.\n\n\n\n\n 18\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 25 of 37\n\n\n\n\n b. Defendants Misled Investors About the Aeronautics Program\n\n Defendants further misled investors about the risk of losses from the Aeronautics Program.\n\nAfter the Company announced a shocking $410 million charge on the Aeronautics Program on\n\nJanuary 28, 2025, Defendant Malave falsely reassured investors that the Aeronautics Program had\n\nbeen \u201cde-risked\u201d and that Lockheed had \u201csignificantly reduced the risk of future charges,\u201d\n\nconveying to the market that Lockheed\u2019s risk and cost management processes had effectively\n\nmitigated the chances of future charges on the Aeronautics Program. \u00b6\u00b6177-79. Similarly, two\n\nweeks later, Malave claimed Lockheed had future losses in the Aeronautics Program \u201cwell\n\ncontained.\u201d \u00b6183. Taken together, these statements conveyed to investors that Lockheed had\n\nalready taken steps to mitigate the risk of future charges.\n\n But in reality, Lockheed was flying blind. As FEs recounted, Lockheed conducted \u201cno due\n\ndiligence\u201d on its contracts and regularly ran over cost and behind schedule. See supra at 12; MF,\n\n982 F. Supp. 2d at 317 (statements that internal processes mitigated risk actionable when internal\n\nweaknesses undermined statements). And notably, Defendants themselves admitted at the end of\n\nthe Class Period that the Company needed to \u201cadd[] rigor\u201d to its controls and processes, including\n\nincreased oversight and more comprehensive review of actual program performance, directly\n\ncontradicting Malave\u2019s statements that they had things under control. \u00b6\u00b6139-41; see In re Dentsply\n\nSirona, Inc. Sec. Litig., 665 F. Supp. 3d 255, 283 (E.D.N.Y. 2023) (\u201c[s]ubsequent events can lend\n\nsupport to an inference that a statement was fraudulent when made\u201d).\n\n Defendants cry foul, claiming that Lead Plaintiffs are alleging \u201cfraud by hindsight\u201d without\n\nalleging contemporaneous facts to show the charges should have been taken earlier. Motion at 10-\n\n\n\n\n 19\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 26 of 37\n\n\n\n\n14. Again, this argument misses the mark. 3 Defendants\u2019 statements were not misleading because\n\nthey should have taken a charge earlier. Instead, it was misleading for Defendants to tell investors\n\nthey had de-risked and contained cost overruns in the Aeronautics Program when they had not\n\ndone so (as they themselves admitted months later). Defendants cannot meaningfully argue they\n\ndid not mislead investors by claiming Lockheed had contained cost overruns when they later\n\nadmitted that Lockheed\u2019s purported processes to do so were deficient and forced them to take\n\nanother $1 billion loss.\n\n Moreover, the Complaint demonstrates through contemporaneous FE allegations that\n\nLockheed\u2019s deficient processes were in place throughout the Class Period. See, e.g., \u00b6\u00b6102, 106.\n\nFurther, like the MFC Program, the sheer magnitude of the later charges supports an inference of\n\nfalsity. Defendants took an additional billion-dollar charge on the Aeronautics Program at the\n\nsame time they admitted Lockheed\u2019s risk and cost procedures were not up to par. The inevitable\n\nconclusion is that contrary to Defendants\u2019 statements, those same procedures had not actually \u201cde-\n\nrisked\u201d the Aeronautics Program at that time.\n\n Defendants next pivot to an attack on both the FEs and Taiclet\u2019s own admission at the end\n\nof the Class Period, claiming neither evidence falsity. Motion at 11. These arguments fail. First,\n\nDefendants claim that because the FEs worked in MFC, not Aeronautics, their statements are\n\nirrelevant. Id. However, the FEs recounted problems that Defendants admitted were systemic. As\n\ncourts have explained, FE allegations of this type can \u201cdemonstrate the pervasive and systemic\n\nnature of [Lockheed\u2019s] problems . . . from which the falsity of Defendants\u2019 statements . . . may be\n\ninferred.\u201d Mulligan v. Impax Lab'ys, Inc., 36 F. Supp. 3d 942, 963 (N.D. Cal. 2014). Second,\n\n\n\n3\n This case is unlike Diabat v. Credit Suisse Grp. AG, 2024 WL 4252502, at *12 (S.D.N.Y. 2024),\nwhere plaintiffs alleged no particularized facts that the statements were false when made. Here,\nboth FEs\u2019 statements and Defendants\u2019 own admissions demonstrate contemporaneous falsity.\n\n 20\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 27 of 37\n\n\n\n\nDefendants attack Taiclet\u2019s admission that Lockheed\u2019s risk and cost management processes\n\nneeded improvement, claiming it doesn\u2019t support falsity. Motion at 11. Again, this ignores context.\n\nSee Vivendi, 838 F.3d at 250 (falsity is assessed in context). Taiclet\u2019s admission was made in\n\nconnection with a massive cost overrun charge. The obvious inference is that when Taiclet\n\nadmitted \u201c[c]hallenges and performance issues\u201d led to requiring \u201csignificant changes to processes\n\nand testing approach,\u201d he was referencing Lockheed\u2019s failure to control the costs and risks of the\n\nAeronautics Program. \u00b6212.\n\n Not Protected by Safe Harbor: Defendants argue that the de-risking statements are also\n\nprotected by the PSLRA safe harbor. Motion at 15. They are wrong.\n\n First, Defendants\u2019 statements in \u00b6\u00b6177 and 179, such as Malave\u2019s statement claiming\n\nLockheed had \u201cde-risked\u201d the Aeronautics Program, are not forward looking. These statements\n\nreferred to actions that Lockheed had already ostensibly taken\u2014so Lockheed could claim they\n\nhad already \u201csignificantly reduced the risk.\u201d \u00b6179; In re Weight Watchers Int'l Inc. Sec. Litig.,\n\n504 F. Supp. 3d 224, 254 (S.D.N.Y. 2020) (statements discussing past events not forward looking).\n\nSecond, even if forward looking, which they are not, these statements are not protected by the safe\n\nharbor because they were made with contemporaneous knowledge of falsity and were not\n\naccompanied by cautionary language of the relevant risk (that Lockheed\u2019s cost and risk\n\nmanagement processes were deficient). See supra at 19-20.\n\n Not Opinions: Defendants further claim that Defendants\u2019 statements that they \u201cde-risked\u201d\n\nthe Aeronautics program (\u00b6\u00b6177-79) and were taking a more conservative approach on costs\n\n(\u00b6183) are opinion statements. These statements are not opinions: these are \u201cdeterminate, verifiable\n\nstatements.\u201d Stadium Cap. LLC v. Co-Diagnostics, Inc., 2024 WL 456745, at *3 (S.D.N.Y. 2024).\n\nMoreover, like the MFC Program statements, Defendants\u2019 claims that they had successfully \u201cde-\n\n\n\n\n 21\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 28 of 37\n\n\n\n\nrisk[ed]\u201d and \u201ccontain[ed]\u201d losses in Lockheed\u2019s Aeronautics Program did \u201cnot rest on the inquiry\n\nor investigation that a reasonable investor would expect.\u201d LSB, 2017 WL 7052046, at *1. So even\n\nif an opinion, these statements are actionable. Id.\n\n Not Puffery: Finally, Defendants argue that their statements that they had \u201cde-risked\u201d\n\n(\u00b6\u00b6177-79) and \u201ccontained\u201d costs (\u00b6183) were puffery, essentially arguing investors did not care\n\nwhether Lockheed had mitigated the risk of future cost overruns. That argument is absurd and\n\nbelied by even a cursory exam of both the statements and the surrounding context. Statements\n\ncannot be dismissed as puffery \u201cunless they are so obviously unimportant to a reasonable investor\n\nthat reasonable minds could not differ on the question of their importance.\u201d ECA & Loc. 134 IBEW\n\nJoint Pension Tr. of Chi. v. JP Morgan Chase Co., 553 F.3d 187, 197 (2d Cir. 2009). These\n\nstatements concerned Lockheed\u2019s ability to mitigate risk for its primary sources of revenue.\n\nObviously, this was important to investors, as demonstrated by analysts\u2019 dismayed reaction when\n\nthey discovered Lockheed had not \u201cde-risked the problem programs.\u201d \u00b6145.\n\n c. Defendants Misled Investors About the F-35 Program\n\n Like the MFC and Aeronautics Programs, the F-35 Program was also over cost and caused\n\nsignificant, undisclosed problems at the Company. Specifically, Lockheed had failed to\n\nsuccessfully manage ballooning costs, implement the TR-3 software upgrade, and deliver previous\n\nlots on time. This stalled negotiations with the U.S. government, delaying Lockheed\u2019s ability to\n\nrecognize revenue from its F-35 contracts.\n\n Despite these challenges, Defendants touted the program and misled investors about its\n\nstatus. For example, on July 23, 2024, Defendant Taiclet claimed that Lockheed \u201ccontinue[s] to\n\nproduce at a rate of 156 aircraft per year, and expect[s] to deliver 75 to 100 aircraft in the second\n\nhalf of 2024.\u201d \u00b6163. Defendant Malave added that Lockheed \u201cexpect[s] F-35 Lot 18 and 19 to be\n\nawarded this year, maintaining program funding, and continuity.\u201d Id. These statements were\n\n\n 22\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 29 of 37\n\n\n\n\nfalse because they omitted the material facts that Lockheed\u2019s failure to implement TR-3, deliver\n\nprevious lots on time, and manage the ballooning costs of the program had stalled negotiations\n\nwith the government. 4 Without those facts, the market was forced to rely on Defendants\u2019\n\nmisleading characterization of the F-35 Program. See In re iDreamSky Tech. Ltd. Sec. Litig., 236\n\nF. Supp. 3d 824, 831-34 (S.D.N.Y. 2017) (omission of known delays made statements false and\n\nmisleading).\n\n In response, Defendants again shoot at a target of their own making. They claim that\n\nbecause Lockheed ultimately delivered aircraft at the promised rate and that Lockheed\u2019s struggles\n\nwith TR-3 were publicly reported, the aforementioned statements cannot be false. Motion at 21-\n\n22. But that is not what the Complaint alleges was misleading about the F-35 statements. These\n\nstatements were misleading because they communicated that there were no issues with the F-35\n\ncontracts, while omitting that operational and cost issues, as well as Lockheed\u2019s inability to\n\nintegrate TR-3, delayed negotiations with the U.S. government. \u00b6116.\n\n Defendants also claim these statements were protected by the PSLRA safe harbor. But that\n\nargument ignores that these misstatements are premised on omissions, which the safe harbor does\n\nnot protect. Salix, 2016 WL 1629341, at *9. And even if these statements were subject to the safe\n\nharbor, the cautionary language was not meaningful: the risk disclosures warned of events that\n\nmay transpire, without disclosing \u201cthe risk has [already] transpired.\u201d Rombach v. Chang, 355 F.3d\n\n164, 173 (2d Cir. 2004). By the time Defendants made the misstatements, their failure to develop\n\nthe TR-3 upgrade, manage costs, and successfully negotiate with the U.S. government had already\n\noccurred. The safe harbor does not protect these misstatements.\n\n\n\n4\n Defendants claim that Lockheed\u2019s failure to implement TR-3 was unrelated to the stalled\nnegotiations of Lots 18 and 19. Motion at 21-22. These attempts to dispute the factual allegations\nof the Complaint are inappropriate at the motion to dismiss stage and should be disregarded.\n\n 23\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 30 of 37\n\n\n\n\n B. The Complaint Adequately Alleges Scienter\n\n A plaintiff may plead scienter either \u201c(a) by alleging facts to show that defendants had both\n\nmotive and opportunity to commit fraud, or (b) by alleging facts that constitute strong\n\ncircumstantial evidence of conscious misbehavior or recklessness.\u201d Novak v. Kasaks, 216 F.3d\n\n300, 307 (2d Cir. 2000). Strong circumstantial evidence of scienter includes situations where\n\nDefendants \u201chad access to information suggesting that their public statements were not accurate;\n\nor [] failed to check information they had a duty to monitor.\u201d Blanford, 794 F.3d at 306. \u201cThe\n\ninquiry is whether all of the facts alleged, taken collectively, give rise to a strong inference of\n\nscienter[.]\u201d Tellabs, Inc. v. Makor Issues & Rts., Ltd., 551 U.S. 308, 310 (2007). Here, a holistic\n\nreview of the allegations establishes scienter.\n\n 1. Former Employee (FE) Accounts Support an Inference of Scienter\n\n The FE accounts, which demonstrate the issues with cost overruns and risk management\n\nwere systemic and pervasive, strongly support an inference of scienter. See In re Alstom SA Sec.\n\nLitig., 406 F. Supp. 2d 433, 504 (S.D.N.Y. 2005) (finding scienter for non-disclosure of cost\n\noverruns when multiple CWs testified about systemic cost overruns). For example, FE-1 stated\n\nthat the MFC Program was already over cost well before the Class Period, causing the Company\n\nto have internal discussions as early as 2019 about redesigns to help lower costs. \u00b6\u00b6101, 242.\n\nHowever, those remediation efforts were not implemented in time, and as a result, it was known\n\ninternally many months before the Class Period that the MFC Program would suffer losses. \u00b6\u00b6242-\n\n43.\n\n Defendants argue that the FE allegations should be ignored because all three FEs worked\n\nin MFC and thus cannot speak to the Aeronautics division. This narrow view of the allegations\n\nignores that the FEs allege a systemic course of conduct throughout Lockheed. For example, FE-\n\n2 explained that, in general, contracts were taken in order to boost bonuses but ended up being\n\n\n 24\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 31 of 37\n\n\n\n\nover cost and behind schedule. \u00b681. According to FE-2, certain contracts were negotiated\n\nimproperly and there was no due diligence done to ensure Lockheed could complete a contract.\n\n\u00b6102. Indeed, the FE allegations further establish Defendants knew of these losses and discussed\n\nthem internally. FE-2, for example, recalled that loss-making contracts were presented to\n\nmanagement, who would discuss how they wanted to \u201cmanipulate or massage the numbers\u201d and\n\n\u201csweep things under the rug.\u201d \u00b6\u00b681-82. Similarly, FE-1 explained there were regular meetings\n\nconcerning the status of the MFC Program. \u00b6245.\n\n Finally, Defendants try to dismiss the FEs because they did not directly recount interactions\n\nwith Taiclet or Malave. This is wrong, as \u201c[t]he notion that the CWs cannot be believed because\n\nnone had direct contact with any individual Defendant is contrary to law.\u201d In re Avon Sec. Litig.,\n\n2019 WL 6115349, at *21 (S.D.N.Y. 2019).\n\n 2. Defendants\u2019 Admissions Support an Inference of Scienter\n\n Defendants\u2019 admissions that Lockheed needed to \u201cimprove the performance and oversight\n\nof th[e] program[s]\u201d are also indicative of scienter. \u00b6\u00b6212-13. These admissions\u2014combined with\n\nthe magnitude of the charges over prior months and the FE accounts of cost oversight deficiencies\n\nbefore the Class Period\u2014strongly support an inference of scienter. See Value Health, Inc., 958 F.\n\nSupp. at 757 (CEO\u2019s admission of \u201cshortcomings\u201d in due diligence process created a \u201cstrong\n\ninference\u201d of scienter). Defendants argue that adding additional controls does not support an\n\ninference of scienter. Motion at 26. However, the thrust of the disclosure was not just that\n\nDefendants were adding additional controls to its processes, but that the processes themselves had\n\nbeen deficient. See \u00b6\u00b6211-13.\n\n 3. Defendants\u2019 Own Statements Demonstrate Knowledge\n\n Throughout the Class Period, Defendants repeatedly told investors they closely monitored\n\nthe MFC and Aeronautics Programs and discussed the risks that Lockheed faced from those fixed-\n\n\n 25\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 32 of 37\n\n\n\n\nprice contracts. See \u00b6\u00b6221-24, 227-32. Defendants also repeatedly discussed the F-35 Program.\n\nSee \u00b6\u00b6225-26. These statements support an inference of scienter, as courts routinely find scienter\n\nwhen a defendant regularly discusses a topic in detail. In re Estee Lauder Co., Inc. Sec. Litig., 2025\n\nWL 965686, at *9 (S.D.N.Y. 2025) (finding scienter for statements on areas Defendants discussed\n\nin detail).\n\n For the MFC and Aeronautics Programs, Defendants repeatedly stated that they were\n\nclosely monitoring the programs and were aware of the fixed-price risks from them. For example,\n\nwith regard to the MFC Program, Defendant Malave stated that Defendants were keeping a \u201ctight\n\nlid on . . . costs.\u201d \u00b6156. Similarly, regarding the Aeronautics Program, Malave told investors that\n\nhe and other Lockheed executives \u201cmonitor that one pretty closely.\u201d \u00b6160. And later when\n\ndiscussing the $410 million loss in the Aeronautics Program taken in the fourth quarter 2024,\n\nMalave told investors that \u201cearlier in the year,\u201d meaning early in 2024 (the start of the Class\n\nPeriod), \u201cwe had realized th[e] risk . . . causing us to perform a more comprehensive review of\n\ncurrent performance versus our key assumptions included in the estimate[.]\u201d \u00b6179. These\n\nstatements establish scienter.\n\n Defendants argue that pointing to these statements, some of which are alleged as false, to\n\nsupport scienter is a circular argument, as falsity and scienter are different elements. Motion at 27.\n\nThat is another red herring. From these statements, it is clear that if there were deficiencies with\n\nLockheed\u2019s cost analysis and risk management processes (which there were), Defendants were\n\naware of those. Thus, their statements claiming they closely monitored the programs and fixed-\n\nprice cost risks support an inference of scienter.\n\n Defendants next suggest that the Complaint fails to allege the \u201cparticularized facts\u201d that\n\nDefendants\u2019 monitoring of the programs revealed. Id. But that is wrong; the Complaint plainly\n\n\n\n\n 26\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 33 of 37\n\n\n\n\nalleges that the specificity of Defendants\u2019 statements (as well as FE testimony and Taiclet\u2019s\n\nultimate admission that Lockheed\u2019s procedures needed improvement) supports an inference that\n\nDefendants knew that Lockheed\u2019s cost and risk management procedures were deficient. 5 San\n\nAntonio Fire & Police Pension Fund v. Dentsply Sirona Inc., 732 F. Supp. 3d 300, 319 (S.D.N.Y.\n\n2024) (Defendants\u2019 statements they were monitoring supply chain supported inference of scienter\n\nfor supply-chain statements). 6\n\n 4. Motive and Opportunity\n\n Defendants Taiclet and Malave\u2019s incentive compensation packages provide further indicia\n\nof scienter. Defendants argue that an incentive compensation package cannot support scienter, but\n\nthe Second Circuit has recently clarified that incentive-based compensation supports scienter if a\n\ncomplaint alleges a \u201cdirect link between the compensation package and the fraudulent statements.\u201d\n\nHain, 156 F.4th at 145. Here, Defendant Taiclet and Malave\u2019s compensation were largely based\n\non equity compensation, which depended on Lockheed maintaining its stock price, cash flow, and\n\ncapital efficiency. \u00b6\u00b6248-51. This was corroborated by FE-2, who explained that contracts were\n\nthrown together quickly to \u201chelp the financial numbers\u201d and were taken to inflate numbers and\n\nboost bonuses. \u00b6252.\n\n Defendants also suggest that Malave and Taiclet\u2019s increased stock holdings and the\n\nCompany\u2019s stock buybacks rebuts any inference of scienter. But Malave\u2019s and Taiclet\u2019s\n\ncompensation was stock-based; the increased holdings had nothing to do with their belief in the\n\n\n5\n Defendants also incorrectly claim that Lead Plaintiffs must identify specific reports that\ncontradict Defendants\u2019 statements. See In re Virtu Fin., Inc. Sec. Litig., 770 F. Supp. 3d 482, 522\n(E.D.N.Y. 2025) (collecting cases).\n6\n This case is unlike In re Block, Inc. Sec. Litig., 2025 WL 2607890, at *16 (S.D.N.Y. 2025), where\nthe plaintiffs simultaneously and contradictorily alleged a company had inadequate data breach\ndetection systems and that these systems should have detected a data breach sooner. Lead\nPlaintiffs\u2019 contention is different: because Defendants spoke about how closely they monitored\nrisks and costs processes, they must have been aware of the alleged deficiencies.\n\n\n 27\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 34 of 37\n\n\n\n\nstock price. And the stock buybacks are irrelevant, considering Lockheed repurchased\n\nsubstantially less stock in 2024 than in prior years\u2014presumably knowing the stock price would\n\ndecline once the Company disclosed the losses. See Ex. 11 at 44 (Lockheed repurchased $6 billion\n\nof stock in 2023 and $3.7 billion in 2024).\n\n 5. Malave\u2019s Departure\n\n Defendants argue that Malave\u2019s suspiciously timed departure cuts against an inference of\n\nscienter because Malave left to \u201cpursu[e] other opportunities\u201d at a different company. Motion at\n\n26-27. Defendants\u2019 self-serving explanation ignores the context of Malave\u2019s departure and its\n\nconnection to the allegations. Malave resigned on April 17, 2025\u2014nine weeks after assuring\n\ninvestors losses were \u201cwell-contained\u201d and that he had a \u201cgood beat and handle on that cost over\n\nthe next number of years.\u201d \u00b6\u00b646, 135\u201336, 183. But he did not, and three months later, Lockheed\n\nwas forced to disclose another $950 million in losses and admitted its processes needed sweeping\n\noverhauls\u2014reforms the new CFO implemented. \u00b6\u00b6137\u201341. The timing of the resignation,\n\ncombined with the charges taken in the surrounding time period, strongly supports an inference of\n\nscienter. In re Pareteum Sec. Litig., 2021 WL 3540779, at *17 (S.D.N.Y. 2021) (executive\n\ndeparture within weeks of restatement supported \u201cstrong inference of scienter.\u201d)\n\n 6. Core Operations Doctrine\n\n Finally, the core operations doctrine adds to a compelling inference of scienter. All three\n\nprograms were vital to Lockheed. The F-35 Program was Lockheed\u2019s \u201clargest program,\u201d\n\naccounting for more than a quarter of Lockheed\u2019s revenue. \u00b6234; Avon, 2019 WL 6115349, at *20\n\n(finding scienter for statements concerning company\u2019s largest market, which was 21% of revenue).\n\nAnd Malave described the MFC and Aeronautics Programs as \u201cgrowth engine[s]\u201d during the Class\n\nPeriod. \u00b6237.\n\n\n\n\n 28\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 35 of 37\n\n\n\n\n 7. The More Compelling Inference is Fraudulent\n\n Defendants argue they did their best to warn investors of the risks. Motion at 28-29.\n\nHowever, this argument is not more compelling than the Complaint\u2019s allegations of scienter.\n\nIndeed, Defendants ignore the allegations establishing that the Company\u2019s cost and risk\n\nmanagement procedures were deficient before the Class Period (which they later admitted), and\n\nthat despite this, Defendants made affirmative misrepresentations to investors that misled them\n\nand directly caused their losses.\n\n C. The Complaint Adequately Alleges Control Person Claims\n\n The Complaint also states control-person claims under Section 20(a) against Defendants\n\nMalave and Taiclet. While Defendants suggest that a complaint must allege \u201cculpable\n\nparticipation,\u201d courts in this circuit have rejected that argument. In re Parmalat Sec. Litig., 375 F.\n\nSupp. 2d 278, 310 (S.D.N.Y. 2005). Even if required, the strong inference of scienter here provides\n\nthat element.\n\nIV. CONCLUSION\n\n For the foregoing reasons, Defendants\u2019 Motion should be denied in full. If the Court\n\ndismisses any or all of the Complaint, Lead Plaintiffs respectfully request leave to amend pursuant\n\nto Rule 15 of the Federal Rules of Civil Procedure as this is the first complaint considered.\n\n\nDATED: April 27, 2026 Respectfully submitted,\n\n /s/ Michael P. Canty\n LABATON KELLER SUCHAROW LLP\n Michael P. Canty\n James T. Christie\n Nicholas D. Manningham\n 140 Broadway\n New York, New York 10005\n Telephone: (212) 907-0700\n Facsimile: (212) 818-0477\n mcanty@labaton.com\n\n\n 29\n\fCase 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 36 of 37\n\n\n\n\n jchristie@labaton.com\n nmanningham@labaton.com\n\n Counsel for Lead Plaintiffs\n\n\n\n\n 30\n\f Case 1:25-cv-06197-MMG Document 57 Filed 04/27/26 Page 37 of 37\n\n\n\n\n LOCAL RULE 7.1(C) CERTIFICATION\n\n I, James T. Christie, hereby certify that this memorandum of law complies with the word-\n\ncount limitations set forth in Rule 7.1(c) of the Local Rules of the United States District Court for\n\nthe Southern District of New York and contains 8,747 words, exclusive of the caption, table of\n\ncontents, table of authorities, signature blocks, and this certificate.\n\n\n\nDATED: April 27, 2026\n New York, New York\n\n\n /s/ James T. Christie\n James T. Christie\n\f","ocr_status":1,"date_upload":"2026-05-15T02:56:53.057507-07:00","document_number":"57","attachment_number":null,"pacer_doc_id":"127039502701","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Memorandum of Law in Opposition to Motion","acms_document_guid":""}],"date_created":"2026-04-27T16:09:09.301483-07:00","date_modified":"2026-05-11T20:28:17.765392-07:00","date_filed":"2026-04-27","time_filed":"18:13:37","entry_number":57,"recap_sequence_number":"2026-04-27.001","pacer_sequence_number":227,"description":"MEMORANDUM OF LAW in Opposition re: 54 MOTION to Dismiss the Amended Class Action Complaint. . Document filed by Local 705 International Brotherhood of Teamsters Pension Fund, New England Teamsters Pension Fund..(Canty, Michael) (Entered: 04/27/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/462145554/","id":462145554,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/70945174/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/477253580/","id":477253580,"tags":[],"absolute_url":"/docket/70945174/58/khan-v-lockheed-martin-corporation/","date_created":"2026-04-27T16:09:07.358345-07:00","date_modified":"2026-05-18T05:43:51.760960-07:00","sha1":"cb773def0a6bb12d5a0ac6ee8d79948e52a2676e","page_count":2,"file_size":132435,"filepath_local":"recap/gov.uscourts.nysd.646538/gov.uscourts.nysd.646538.58.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.646538/gov.uscourts.nysd.646538.58.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:25-cv-06197-MMG Document 58 Filed 04/27/26 Page 1 of 2\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n MUHAMMAD KHAN, Individually and on\n Behalf of All Others Similarly Situated,\n No. 1:25-cv-06197-MMG\n Plaintiff,\n Judge Margaret M. Garnett\n vs.\n\n LOCKHEED MARTIN CORPORATION, CLASS ACTION\n JAMES D. TAICLET, and JESUS MALAVE,\n ORAL ARGUMENT REQUESTED\n\n Defendants.\n\n\n\n\n NOTICE OF LEAD PLAINTIFFS\u2019 MOTION TO STRIKE CERTAIN\n EXHIBITS FROM DEFENDANTS\u2019 MOTION TO DISMISS THE\n AMENDED COMPLAINT\n\n\n PLEASE TAKE NOTICE that, upon the accompanying Memorandum of Law, Lead\n\nPlaintiffs 705 International Brotherhood of Teamsters Pension Fund and New England Teamsters\n\nPension Fund (collectively, \u201cLead Plaintiffs\u201d) shall move this Court, before the Honorable\n\nMargaret M. Garnett, United Sates District Judge for the Southern District of New York, at the\n\nThurgood Marshall United States Courthouse, 40 Foley Square, New York, New York 10007, on\n\na date and time designated by the Court, for an order striking certain exhibits attached to the\n\nDeclaration of Kristina A. Bunting (ECF No. 56), which were improperly submitted in support of\n\nDefendants\u2019 Motion to Dismiss the Amended Class Action Complaint (ECF No. 54), and for such\n\nother and further relief as the Court may deem just and proper.\n\f Case 1:25-cv-06197-MMG Document 58 Filed 04/27/26 Page 2 of 2\n\n\n\n\n PLEASE TAKE FURTHER NOTICE that, in accordance with Local Rule 6.1(b),\n\nopposition papers to this motion shall be served \u201cwithin 14 days after service of the moving\n\npapers,\u201d and reply papers shall be served \u201cwithin seven days after service of the answering papers.\u201d\n\n\n\nDated: April 27, 2026 Respectfully Submitted,\n\n LABATON KELLER SUCHAROW LLP\n By: /s/ Michael P. Canty\n Michael P. Canty\n James T. Christie\n Nicholas D. Manningham\n 140 Broadway\n New York, New York 10005\n Telephone: 212-907-0700\n Facsimile: 212-818-0477\n mcanty@labaton.com\n jchristie@labaton.com\n nmanningham@labaton.com\n\n\n\n\n 2\n\f","ocr_status":2,"date_upload":"2026-05-15T02:56:49.534014-07:00","document_number":"58","attachment_number":null,"pacer_doc_id":"127039502740","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Strike","acms_document_guid":""}],"date_created":"2026-04-27T16:09:07.320909-07:00","date_modified":"2026-05-11T20:28:17.949838-07:00","date_filed":"2026-04-27","time_filed":"18:18:20","entry_number":58,"recap_sequence_number":"2026-04-27.002","pacer_sequence_number":230,"description":"MOTION to Strike Document No. 56 . Document filed by Local 705 International Brotherhood of Teamsters Pension Fund, New England Teamsters Pension Fund..(Canty, Michael) (Entered: 04/27/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/462145540/","id":462145540,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/70945174/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/477253564/","id":477253564,"tags":[],"absolute_url":"/docket/70945174/59/khan-v-lockheed-martin-corporation/","date_created":"2026-04-27T16:09:04.199301-07:00","date_modified":"2026-05-18T07:51:19.519342-07:00","sha1":"b073494ab7b79e0aaf5937732364af83f49ea058","page_count":9,"file_size":233072,"filepath_local":"recap/gov.uscourts.nysd.646538/gov.uscourts.nysd.646538.59.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.646538/gov.uscourts.nysd.646538.59.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:25-cv-06197-MMG Document 59 Filed 04/27/26 Page 1 of 9\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\nMUHAMMAD KHAN, Individually and on\nBehalf of All Others Similarly Situated,\n No. 1:25-cv-06197-MMG\n Plaintiff,\n Judge Margaret M. Garnett\n vs.\n\nLOCKHEED MARTIN CORPORATION, CLASS ACTION\nJAMES D. TAICLET, and JESUS MALAVE,\n ORAL ARGUMENT REQUESTED\n\n Defendants.\n\n\n\n\n MEMORANDUM OF LAW IN SUPPORT OF LEAD PLAINTIFFS\u2019\n MOTION TO STRIKE CERTAIN EXHIBITS FROM DEFENDANTS\u2019\n MOTION TO DISMISS THE AMENDED COMPLAINT\n\f Case 1:25-cv-06197-MMG Document 59 Filed 04/27/26 Page 2 of 9\n\n\n\n\n Lead Plaintiffs 705 International Brotherhood of Teamsters Pension Fund and New\n\nEngland Teamsters Pension Fund (collectively, \u201cLead Plaintiffs\u201d) respectfully submit this\n\nmemorandum of law in support of Lead Plaintiffs\u2019 motion to strike certain exhibits from\n\nDefendants\u2019 1 Motion to Dismiss 2 (\u201cMTD\u201d) the Amended Class Action Complaint (the\n\n\u201cComplaint,\u201d ECF No. 52), filed concurrently herewith.\n\nI. INTRODUCTION\n\n The Second Circuit has long recognized that at the motion to dismiss stage, a court must\n\n\u201caccept[] all factual allegations in the complaint and draw[] all reasonable inferences in the\n\nplaintiff\u2019s favor.\u201d ATSI Commc\u2019ns, Inc. v. Shaar Fund, Ltd., 493 F.3d 87, 98 (2d Cir. 2007). In\n\nconnection with the MTD, Defendants rely on 32 extrinsic documents to construct a counter-\n\nfactual narrative that contradicts the Complaint\u2019s well-pled factual allegations. See Decl. of\n\nKristina A. Bunting, Exs. 2-33 (ECF Nos. 56-2 through 56-33).\n\n Defendants improperly rely on their constellation of exhibits, most of which fall outside\n\nthe four corners of the Complaint, to proffer an alternative set of facts consisting of irrelevant,\n\nunsubstantiated, and contradictory information. However, bedrock law dictates that if a Court\n\nconsiders extrinsic materials, it can only be used to show that the \u201cinformation . . . was publicly\n\navailable, not for the truth of the matters asserted therein.\u201d Garber v. Legg Mason Inc., 347 F.\n\nApp\u2019x 665, 669 (2d Cir. 2009). Accordingly, and for the reasons stated herein, Lead Plaintiffs\n\n\n\n\n1\n Defendants are Lockheed Martin Corporation (\u201cLockheed\u201d or the \u201cCompany\u201d), James D. Taiclet\n(\u201cTaiclet\u201d), and Jesus Malave (\u201cMalave\u201d) (\u201cDefendants\u201d).\n2\n \u201cMTD\u201d refers to the Memorandum of Law in Support of Defendants\u2019 Motion to Dismiss the\nAmended Complaint (ECF No. 55). Citations to \u201c\u00b6\u201d or \u201c\u00b6\u00b6\u201d refer to paragraphs in the Amended\nComplaint (ECF No. 52). Citations to \u201cEx.\u201d refer to the exhibits attached to the Declaration of\nKristina A. Bunting (ECF No. 56). Unless otherwise noted, all emphasis has been added and\ninternal quotation marks omitted throughout.\n\f Case 1:25-cv-06197-MMG Document 59 Filed 04/27/26 Page 3 of 9\n\n\n\n\nrespectfully request the Court: (i) decline to notice the challenged documents; or (ii) consider them\n\nonly as to their existence\u2014not for the truth of facts conveyed therein.\n\nII. LEGAL STANDARD\n\n On a motion to dismiss, Defendants may not introduce facts not alleged in the complaint\n\nunless such facts fall into specific exceptions. Roth v. Jennings, 489 F.3d 499, 509 (2d Cir. 2007).\n\nA motion to dismiss may draw only on the complaint\u2019s: (i) allegations, (ii) documents attached or\n\nincorporated by reference, or (iii) documents \u201cupon which [the complaint] solely relies and which\n\n[are] integral to the complaint.\u201d Id. Even in a situation \u201cwhere public records [] are integral to a\n\nfraud complaint [but] are not attached to it, the court . . . is permitted to take judicial notice of\n\nthose records\u201d but \u201conly to determine what the documents stated,\u201d and \u201cnot to prove the truth of\n\ntheir contents.\u201d Id. at 509; In re Hebron Tech. Co., Ltd. Sec. Litig., 2021 WL 4341500, at *1 n.2\n\n(S.D.N.Y. Sept. 22, 2021) (considering public records \u201c\u2018not for the truth of the matters asserted\n\ntherein,\u2019 but only \u2018for the fact that the statements were made\u2019\u201d).\n\n Moreover, even when courts take judicial notice of documents attached to a motion to\n\ndismiss, they should \u201ccontinue[] to draw all reasonable inferences in the [plaintiff\u2019s] favor.\u201d SEC\n\nv. Ripple Labs, Inc., 2022 WL 762966, at *1 n.1 (S.D.N.Y. Mar. 11, 2022). Other than the limited\n\ncategories of documents that a Court may take judicial notice of, \u201cit is generally not appropriate\n\nfor a court, on a motion to dismiss, to consider information or documents extrinsic to the\n\ncomplaint.\u201d City of Austin Police Ret. Sys. v. Kinross Gold Corp., 957 F. Supp. 2d 277, 287\n\n(S.D.N.Y. 2013).\n\nIII. ARGUMENT\n\n Defendants rely on numerous exhibits in the MTD to construct an alternative factual\n\nnarrative. Specifically, Defendants impermissibly seek judicial notice of certain SEC reports (Exs.\n\n2-14), press releases (Exs. 17-18), transcripts of investor presentations and earnings calls (Exs. 26,\n\n\n 2\n\f Case 1:25-cv-06197-MMG Document 59 Filed 04/27/26 Page 4 of 9\n\n\n\n\n27, 29, 30), an excerpted government report (Ex. 32), and a Breaking Defense article (Ex. 33),\n\nsolely to dispute facts of the Complaint and ask the Court to accept their new facts as true. This is\n\nimproper, and as such, the foregoing exhibits should be either: (i) disregarded or (ii) considered\n\nonly to determine what the documents stated\u2014not for the truth of the matter asserted therein.\n\n A. The Court Should Not Consider Certain SEC Reports \u2013 Exhibits 2-14 \u2013 Relied\n Upon by Defendants for the Truth of the Matter Asserted\n\n Defendants impermissibly submit excerpts of Lockheed\u2019s annual and quarterly reports to\n\nsupport their preferred narrative. Most pre- or post-date the Class Period (January 23, 2024 through\n\nJuly 21, 2025) (Exs. 2-6, 13-14) or are not incorporated by reference in the Complaint (Exs. 7-9).\n\nThat these reports are \u201cnot attached to the [C]omplaint or incorporated by reference\u201d is alone\n\nsufficient grounds for denial. In re Bausch & Lomb, Inc. Sec. Litig., 2003 WL 23101782, at *17\n\n(W.D.N.Y. Mar. 28, 2003). Yet more problematic is how Defendants wield the SEC reports\u2014as a\n\nmeans to rebut the Complaint\u2019s pre-discovery factual allegations. See Lateral Recovery, LLC v.\n\nCap. Merch. Servs., LLC, 632 F. Supp. 3d 402, 436 (S.D.N.Y. 2022) (\u201c[W]hen a court takes\n\njudicial notice of a document on a motion to dismiss, it should generally do so only to determine\n\nwhat statements the documents contain not for the truth of the matters asserted\u201d).\n\n Exhibits 2, 3, 4, 7, 9, 10, and 12 are used for the truth of the matter asserted to rebut the\n\nfalsity of the Aeronautics Program statements: Defendants use these exhibits to argue that the\n\nearlier disclosure of performance issues, reach forward losses, and nebulous warnings of potential\n\nfuture losses negate falsity. MTD at 4, 9, 10. This is improper insofar as it seeks to establish the\n\ntruth of Defendants\u2019 factual conclusion that investors were provided all material information\n\nleading up to the nearly $1.5 billion in Aeronautics charges\u2014a conclusion in direct contention\n\nwith the Complaint.\n\n\n\n\n 3\n\f Case 1:25-cv-06197-MMG Document 59 Filed 04/27/26 Page 5 of 9\n\n\n\n\n Exhibits 5, 7, and 8 are used for the truth of the matter asserted to rebut the falsity of the\n\nMFC Program statements: Defendants offer these exhibits to argue that prior cautions about the\n\nclassified MFC Program\u2019s potential future charges negate falsity for Defendants\u2019 repeated\n\nassurances that 2024 MFC Program losses were capped at $325 million. Id. at 6, 7, 18. This is\n\nimproper.\n\n Exhibits 6, 8, and 9 are used for the truth of the matter asserted to rebut the falsity of the\n\nF-35 Program statements: Defendants contend that pre-Class Period disclosures regarding TR-3\n\nrelated delays and the risk of protracted negotiations extinguish the Complaint\u2019s claims of falsity\n\nfor later-in-time statements. Id. at 8, 3 22. Once more Defendants improperly use these documents\n\nto rebut the Complaint\u2019s factual allegations and inferences drawn therefrom that investors were\n\nnot adequately informed as to the deteriorating negotiations, cost overruns, and imminent financial\n\nimpacts.\n\n Exhibits 8, 9, 10, 11, 13, and 14 are used for the truth of the matter asserted that losses\n\nand financial impacts were recorded at the earliest possible time: Defendants assert through these\n\nexhibits that any financial impacts from the Aeronautics, MFC, and F-35 Programs were based on\n\n\u201crecent developments\u201d and thus timely incurred in a manner that renders no prior statements false.\n\nMTD at 4-7, 12, 15, 20. For example, Defendants ask the Court to accept as true factual\n\npropositions that directly contradict the Complaint\u2019s allegations\u2014like it was only in January 2025\n\nthat it became probable that all fixed price options in the MFC Program would be exercised. MTD\n\nat 7. This is an improper use of extrinsic materials. The Court may notice what such documents\n\nsaid only, not for the truth of the matter asserted that program charges were discovered and\n\n\n\n\n3\n Please note the scrivener\u2019s error in the MTD with respect to Exhibit 6\u2014the document was issued\nin July 2023, not July 2024. Compare MTD at 8 with MTD Ex. 6.\n\n\n 4\n\f Case 1:25-cv-06197-MMG Document 59 Filed 04/27/26 Page 6 of 9\n\n\n\n\nrecorded at the earliest available time. See Staehr v. Hartford Fin. Servs. Grp., Inc., 547 F.3d 406,\n\n424-25 (2d Cir. 2008) (considering SEC filings only for the fact that they \u201ccontained certain\n\ninformation\u201d and not \u201cfor the truth of the matter asserted\u201d).\n\n Accordingly, the Court should not consider Exhibits 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13,\n\nand 14 for the truth of the matter asserted therein.\n\n B. The Court Should Not Consider Certain Press Releases \u2013 Exhibits 17 and 18 \u2013\n Relied Upon by Defendants for the Truth of the Matter Asserted\n\n Defendants rely on Exhibit 17 (a Lockheed press release announcing Defendant Malave\u2019s\n\ndeparture to \u201cpursue other opportunities\u201d) and Exhibit 18 (Boeing press release announcing\n\nDefendant Malave as incoming CFO) to advance the narrative that Defendant Malave\u2019s departure\n\nhad nothing to do with the Complaint\u2019s allegations. MTD at 26-27. Defendants ask the Court to\n\naccept as true that Malave left solely for another job, rather than merely noticing what the press\n\nreleases stated. This directly contravenes the Complaint\u2019s well-pled allegations that Malave\u2019s\n\ndeparture was connected to his false and misleading statements about the Company\u2019s control over\n\nrising costs and fixed-price risks. \u00b6\u00b6214-18. At the pleading stage, the Court must credit the\n\nComplaint\u2019s allegations\u2014not Defendants\u2019 preferred narrative drawn from press releases. See\n\nStaehr, 547 F.3d at 424-25.\n\n C. The Court Should Not Consider Certain Transcripts \u2013 Exhibits 26, 27, 29, and\n 30 \u2013 Relied Upon by Defendants For the Truth of the Matter Asserted Therein\n\n Defendants improperly rely on four conference transcripts, Exhibits 26, 27, 29, and 30, for\n\nthe truth of the matter asserted\u2014namely that Defendants\u2019 pre-corrective disclosure statements\n\nregarding future financial impacts constituted all material information required to be disclosed at\n\nthat time. In each instance, Defendants ask the Court to accept these characterizations as true to\n\nnegate falsity\u2014conclusions directly contested by the Complaint.\n\n\n\n\n 5\n\f Case 1:25-cv-06197-MMG Document 59 Filed 04/27/26 Page 7 of 9\n\n\n\n\n Defendants rely on Exhibit 26 (the Q3 2024 earnings call) to argue that Defendant\n\nMalave\u2019s MFC loss guidance constituted adequate warnings. MTD at 6-7, 18. It is also used for\n\nthe truth of the matter asserted that TR-3 maturity issues and Lots 18-19 negotiations were entirely\n\nunrelated. MTD at 8. Defendants rely on Exhibit 27 (UBS conference transcript, December 2024)\n\nto assert that statements that the Aeronautics Program still carried risk and that future MFC losses\n\nmight occur were adequate warnings that disclosed all material information. MTD at 4-5, 7, 20.\n\nDefendants rely on Exhibit 29 (TD Cowen conference transcript, February 2025) to establish that\n\nMalave\u2019s characterization of prior reach forward losses as based on \u201cthe most conservative\n\nestimate of [] risk\u201d was factually true. MTD at 5.\n\n Exhibit 30 is a Bank of America Securities conference transcript from May 2025 not\n\nmentioned in the Complaint and should be disregarded on those grounds alone. Moreover,\n\nDefendants use it to improperly assert as true that Lockheed adequately acknowledged \u201cadditional\n\ncost pressure\u201d on the Aeronautics program, and such warning provided all material information to\n\ninvestors. MTD at 5. \u00b6\u00b6166-75, 183-84.\n\n Accordingly, Exhibit 30 should be disregarded, and Exhibits 26, 27, and 29 should not be\n\nconsidered for the truth of the matter asserted therein.\n\n D. The Court Should Not Consider Certain Articles or Reports \u2013 Exhibits 32 and\n 33 \u2013 Relied Upon by Defendants, For the Truth of the Matter Asserted Therein\n\n Finally, Defendants rely on Exhibit 32, an excerpted May 2023 GAO report on the F-35\n\nprogram, and Exhibit 33, a June 2023 Breaking Defense article about TR-3 delays, to establish as\n\nfact that TR-3 delivery issues were publicly known before the Class Period. Defendants cite\n\nExhibit 32 for the proposition that TR-3 flight testing was \u201cabout a year later than planned\u201d and\n\nExhibit 33 to assert that TR-3-equipped F-35s \u201cwill not be accepted\u201d by the Pentagon. MTD at 7-\n\n8. From these premises, Defendants argue that their later statements could not have been\n\n\n\n 6\n\f Case 1:25-cv-06197-MMG Document 59 Filed 04/27/26 Page 8 of 9\n\n\n\n\nmisleading. Id. at 7-8, 22. This use is improper. These documents may be noticed only for what\n\nthey stated\u2014not as proof that investors were adequately informed of the severity of TR-3 delays.\n\nSee Roth, 489 F.3d at 509; Staehr, 547 F.3d at 424-25. Whether investors were adequately\n\ninformed is a factual question that cannot be resolved at the pleading stage. Moreover, neither\n\nexhibit is cited in or incorporated by reference in the Complaint, and the Court should decline to\n\nconsider them. See City of Austin Police Ret. Sys., 957 F. Supp. 2d at 287.\n\nIV. CONCLUSION\n\n For the foregoing reasons, to the extent Defendants seek to establish the truth of the facts\n\nasserted therein, the Court should decline to consider Exhibits 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13,\n\n14, 17, 18, 26, 27, 29, 30, 32, and 33.\n\nDated: April 27, 2026 Respectfully Submitted,\n\n LABATON KELLER SUCHAROW LLP\n\n By: /s/ Michael P. Canty\n Michael P. Canty\n James T. Christie\n Nicholas D. Manningham\n 140 Broadway\n New York, New York 10005\n Telephone: 212-907-0700\n Facsimile: 212-818-0477\n mcanty@labaton.com\n jchristie@labaton.com\n nmanningham@labaton.com\n\n Counsel for Lead Plaintiffs\n\n\n\n\n 7\n\f Case 1:25-cv-06197-MMG Document 59 Filed 04/27/26 Page 9 of 9\n\n\n\n\n LOCAL RULE 7.1(C) CERTIFICATION\n\n I, James T. Christie, hereby certify that this memorandum of law complies with the word-\n\ncount limitations set forth in Rule 7.1(c) of the Local Rules of the United States District Court for\n\nthe Southern District of New York and contains 2,090 words, exclusive of the caption, table of\n\ncontents, table of authorities, signature blocks, and this certificate.\n\n\n\nDATED: April 27, 2026\n New York, New York\n\n\n /s/ James T. Christie\n James T. 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Taiclet's Individual Stock Transactions, # 20 Exhibit 20 - Jesus Malave's Individual Stock Transactions, # 21 Exhibit 21 - Transcript of 4/18/2023 Earnings Call, # 22 Exhibit 22 - Transcript of 1/23/2024 Earnings Call, # 23 Exhibit 23 - Transcript of 2/14/2024 TD Cowen Conference, # 24 Exhibit 24 - Transcript of 3/13/2024 J.P. Morgan Conference, # 25 Exhibit 25 - Transcript of 7/23/2024 Earnings Call, # 26 Exhibit 26 - Transcript of 10/22/2024 Earnings Call, # 27 Exhibit 27 - Transcript of 12/3/2024 UBS Conference, # 28 Exhibit 28 - Transcript of 1/28/2025 Earnings Call, # 29 Exhibit 29 - Transcript of 2/13/2025 TD Cowen Conference, # 30 Exhibit 30 - Transcript of 5/14/2025 Bank of America Conference, # 31 Exhibit 31 - Transcript of 7/22/2025 Earnings Call, # 32 Exhibit 32 - Government Accountability Office Report, # 33 Exhibit 33 - 6/12/2023 Breaking Defense Article).(Bunting, Kristina) (Entered: 03/13/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/456802841/","id":456802841,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/70945174/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/471773309/","id":471773309,"tags":[],"absolute_url":"/docket/70945174/53/khan-v-lockheed-martin-corporation/","date_created":"2026-03-11T14:08:35.401804-07:00","date_modified":"2026-05-11T20:28:17.372824-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"53","attachment_number":null,"pacer_doc_id":"127039218638","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice of Appearance","acms_document_guid":""}],"date_created":"2026-03-11T14:08:35.356934-07:00","date_modified":"2026-05-11T20:28:17.262334-07:00","date_filed":"2026-03-11","time_filed":"16:19:23","entry_number":53,"recap_sequence_number":"2026-03-11.001","pacer_sequence_number":214,"description":"NOTICE OF APPEARANCE by Kristina Anne Bunting on behalf of Lockheed Martin Corporation, Jesus Malave, James D. 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Garnett\n\nLOCKHEED MARTIN CORPORATION, CLASS ACTION\nJAMES D. TAICLET, and JESUS MALAVE,\n\n Defendants.\n\n\n\n\n AMENDED CLASS ACTION COMPLAINT FOR\n VIOLATION OF THE FEDERAL SECURITIES LAWS\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 2 of 96\n\n\n\n\n TABLE OF CONTENTS\n\n Page\n\nI. INTRODUCTION .............................................................................................................. 2\n\n A. Company and Industry Background ....................................................................... 4\n\n B. Defendants Misled Investors About Cost-Related Risks from Important\n Programs at Lockheed............................................................................................. 5\n\n 1. Defendants Hid Known Cost Risks from the Classified MFC and\n Aeronautics Programs ................................................................................. 6\n\n 2. Defendants Concealed Known Risks in the F-35 Program ........................ 9\n\n C. The Truth is Partially Revealed on October 22, 2024 .......................................... 11\n\n D. Defendants Continued to Mislead Investors About the Classified MFC and\n Aeronautics Programs ........................................................................................... 12\n\n E. Defendants\u2019 Lack of Controls Over Runaway Costs is Further Revealed on\n January 28, 2025 ................................................................................................... 14\n\n F. Defendants Continued Misleading Investors ........................................................ 15\n\n G. The Full Truth Is Revealed on July 22, 2025........................................................ 17\n\nII. JURISDICTION AND VENUE ....................................................................................... 19\n\nIII. PARTIES .......................................................................................................................... 19\n\n A. Lead Plaintiffs ....................................................................................................... 19\n\n B. Defendants ............................................................................................................ 20\n\n 1. Corporate Defendant ................................................................................. 20\n\n 2. Individual Defendants ............................................................................... 21\n\n C. Relevant Third Parties........................................................................................... 22\n\nIV. SUBSTANTIVE ALLEGATIONS .................................................................................. 23\n\n A. Overview of Lockheed\u2019s Business........................................................................ 23\n\n B. The Procurement Process ...................................................................................... 24\n\n C. The Government Contracts at Issue ...................................................................... 25\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 3 of 96\n\n\n\n\n 1. The Classified MFC Program ................................................................... 27\n\n 2. The Classified Aeronautics Program ........................................................ 27\n\n 3. The F-35 Program ..................................................................................... 28\n\n D. Defendants Falsely Touted Lockheed\u2019s Cost Management Controls and\n Downplayed the Risk of Losses ............................................................................ 29\n\n E. Defendants Continued to Downplay the Risk of Losses from the MFC\n Program Despite Mounting Cost Challenges ........................................................ 33\n\n F. Defendants Misled Investors About the F-35 Program ........................................ 34\n\n G. The Truth Was Partially Revealed on October 22, 2024 ...................................... 36\n\n H. Defendants Doubled Down on Their Fraudulent Statements as Their Fraud\n Continued to Unravel ............................................................................................ 37\n\n I. The Truth Regarding the MFC and Aeronautics Programs Was Further\n Partially Revealed on January 28, 2025 ................................................................ 39\n\n J. Defendants Continued Misleading Investors About Losses in the\n Aeronautics Program ............................................................................................ 41\n\n K. In the Midst of Massive Losses and Internal Failures, Defendant Malave\n Abruptly Resigned ................................................................................................ 42\n\n L. The Full Truth Was Revealed on July 22, 2025 ................................................... 43\n\nV. DEFENDANTS\u2019 MATERIALLY FALSE AND MISLEADING STATEMENTS\n AND OMISSIONS DURING THE CLASS PERIOD ..................................................... 46\n\n A. January 23, 2024 \u2013 Q4 2023 Earnings Call .......................................................... 46\n\n B. February 14, 2024 \u2013 TD Cowen Aerospace & Defense Conference .................... 50\n\n C. July 23, 2024 \u2013 Q2 2024 Earnings Call ................................................................ 51\n\n D. October 22, 2024 \u2013 Q3 2024 Earnings Call .......................................................... 53\n\n E. December 3, 2024 \u2013 UBS Global Industrials and Transportation\n Conference ............................................................................................................ 54\n\n F. January 28, 2025 \u2013 Q4 2024 Earnings Call .......................................................... 56\n\n G. February 13, 2025 \u2013 TD Cowen Aerospace & Defense Conference .................... 58\n\nVI. LOSS CAUSATION/ECONOMIC LOSS ....................................................................... 60\n\n\n ii\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 4 of 96\n\n\n\n\n A. October 22, 2024 \u2013 First Partial Corrective Disclosure/Materialization of\n the Risk ................................................................................................................. 61\n\n B. January 28, 2025 \u2013 Second Partial Corrective Disclosure/Materialization\n of the Risk ............................................................................................................. 63\n\n C. July 22, 2025 \u2013 Third Partial Corrective Disclosure/Materialization of the\n Risk ....................................................................................................................... 65\n\nVII. ADDITIONAL INDICIA OF SCIENTER ....................................................................... 68\n\n A. Defendants\u2019 Admissions Support an Inference of Scienter .................................. 68\n\n B. Defendant Malave\u2019s Departure Supports an Inference of Scienter ...................... 69\n\n C. Defendants\u2019 Own Statements Themselves Support an Inference of Scienter....... 71\n\n 1. Defendants\u2019 Touted Superior Risk Assessment and Asserted\n Visibility into the MFC and Aeronautics Programs ................................. 71\n\n 2. Statements Regarding Current F-35 Program ........................................... 72\n\n 3. Defendants Quantified Loss Exposure in the MFC Program While\n Claiming Visibility into Timing and Trajectory ....................................... 73\n\n 4. Statements that Lockheed\u2019s Financial Profile Had Been De-Risked........ 74\n\n D. Lockheed\u2019s MFC, Aeronautics, and F-35 Programs Were Critical to the\n Company\u2019s Business ............................................................................................. 75\n\n E. Corroborative FE Accounts Provide Further Inference of Scienter...................... 77\n\n F. Defendants Taiclet and Malave Were Financially Motivated to Commit\n Securities Fraud .................................................................................................... 78\n\nVIII. CLASS ACTION ALLEGATIONS ................................................................................. 80\n\nIX. PRESUMPTION OF RELIANCE: FRAUD-ON-THE-MARKET DOCTRINE............. 82\n\nX. INAPPLICABILITY OF STATUTORY SAFE HARBOR ............................................. 84\n\nXI. CONTROL PERSON ALLEGATIONS........................................................................... 85\n\nXII. CAUSES OF ACTION ..................................................................................................... 87\n\nCOUNT I For Violation of \u00a710(b) of the Exchange Act and Rule 10b-5 against\n Defendants ........................................................................................................................ 87\n\n\n\n\n iii\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 5 of 96\n\n\n\n\nCOUNT II For Violation of \u00a720(a) of the Exchange Act against the Individual\n Defendants ........................................................................................................................ 89\n\nXIII. PRAYER FOR RELIEF ................................................................................................... 90\n\nXIV. JURY TRIAL DEMAND APPLICABLE TO ALL CLAIMS ......................................... 90\n\n\n\n\n iv\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 6 of 96\n\n\n\n\n Lead Plaintiffs Local 705 International Brotherhood of Teamsters Pension Fund and New\n\nEngland Teamsters Pension Fund (collectively, \u201cLead Plaintiffs\u201d), by their undersigned attorneys,\n\nbring this action under Sections 10(b) and 20(a) of the U.S. Securities Exchange Act of 1934 (the\n\n\u201cExchange Act\u201d), and U.S. Securities and Exchange Commission (the \u201cSEC\u201d) Rule 10b-5\n\npromulgated thereunder, on behalf of themselves and all persons and entities who or which\n\npurchased or otherwise acquired the publicly traded common stock of Lockheed Martin\n\nCorporation, (\u201cLockheed,\u201d \u201cLMT,\u201d or the \u201cCompany\u201d) during the period from January 23, 2024\n\nthrough July 21, 2025, inclusive (the \u201cClass Period\u201d), subject to certain exclusions (the \u201cClass\u201d),\n\nagainst Defendants Lockheed, Lockheed Chief Executive Officer (\u201cCEO\u201d) James D. Taiclet\n\n(\u201cTaiclet\u201d), and former Lockheed Chief Financial Officer (\u201cCFO\u201d) Jesus Malave (\u201cMalave,\u201d\n\ntogether with Taiclet, the \u201cIndividual Defendants,\u201d and collectively with Lockheed,\n\n\u201cDefendants\u201d). 1\n\n The allegations herein are based on Lead Plaintiffs\u2019 personal knowledge as to their own\n\nacts and on information and belief as to all other matters, such information and belief having been\n\ninformed by the investigation conducted by and under the supervision of Lead Counsel, which\n\nincludes a review of: SEC filings by Lockheed; securities analysts\u2019 reports and advisories about\n\nthe Company; press releases and other public statements issued by the Company; media reports\n\nabout the Company; interviews of former employees of Lockheed with knowledge of the matters\n\nalleged herein; and consultation with experts in the areas of accounting, loss causation, and\n\n\n\n\n1\n Excluded from the Class are: (i) Defendants; (ii) members of the immediate family of any\nDefendant who are individuals; (iii) any person who was an officer, director or control person of\nLockheed during the Class Period, and members of their immediate families; (iv) any firm, trust,\ncorporation, or other entity in which any Defendant has or had a controlling or beneficial interest;\n(v) Lockheed\u2019s employee retirement and benefit plan(s), if any, and their participants or\nbeneficiaries, to the extent they made purchases through such plan(s); and (vi) the legal\nrepresentatives, affiliates, heirs, successors-in-interest, or assigns of any such excluded person.\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 7 of 96\n\n\n\n\ndamages. Lead Counsel\u2019s investigation into the matters alleged herein is ongoing and many\n\nrelevant facts are known only to, or are exclusively within the custody or control of, the\n\nDefendants. Lead Plaintiffs believe that substantial additional evidentiary support will exist for the\n\nallegations set forth herein after a reasonable opportunity for discovery. On behalf of themselves\n\nand the Class they seek to represent, Lead Plaintiffs allege as follows:\n\nI. INTRODUCTION\n\n 1. This securities fraud class action arises from Defendants\u2019 decision to fraudulently\n\nconceal from investors the material risks and losses embedded in several of Lockheed\u2019s most\n\nconsequential contracts, all the while publicly presenting to the market a false picture of sound risk\n\ncontrols and contained exposure to losses that misled investors and robbed them of the ability to\n\nmake informed investment decisions.\n\n 2. As detailed below, Defendants knew that several of Lockheed\u2019s important\n\ncontracts\u2014a classified Missiles and Fire Control program (the \u201cMFC Program\u201d) and a classified\n\nAeronautics program (the \u201cAeronautics Program\u201d)\u2014were significantly over cost and would result\n\nin substantial losses that would materially impair the Company\u2019s profitability in 2024 and beyond.\n\nDefendants also knew, or recklessly disregarded, that Lockheed had inadequate cost analysis and\n\nrisk management procedures in place to effectively manage these important programs, including\n\nglaring deficiencies in the procedures needed to accurately manage costs and losses from their\n\ncontracts.\n\n 3. Lockheed\u2019s cost analysis deficiencies were not limited to the classified MFC and\n\nAeronautics Programs. At the same time, Defendants knew that the Company was also struggling\n\nto effectively manage costs within the critical F-35 aircraft program (the \u201cF-35 Program\u201d).\n\nSpecifically, Defendants knew the F-35 Program\u2019s costs had far exceeded the initial cost\n\nexpectations, resulting in financial losses, substantial delivery delays, and the delivery of non-\n\n\n 2\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 8 of 96\n\n\n\n\ncombat-ready aircraft\u2014severely undermining the quality of the deliveries and casting doubt on\n\nLockheed\u2019s capacity to sustain the United States\u2019 critical defense infrastructure. Worse, and\n\nunbeknownst to investors, these failures stemming from the undisclosed, massive cost overruns\n\nstrained Lockheed\u2019s relationship with its primary client, the U.S. government, prompting the\n\ngovernment to delay awarding contracts for the next generation of F-35 aircraft\u2014known as Lot 18\n\nand 19\u2014and causing material financial harm to the Company.\n\n 4. But rather than disclose the above risks to investors (as required under the federal\n\nsecurities laws), Defendants downplayed the known adverse information and affirmatively misled\n\ninvestors about their supposed control over rising costs and the risks to Lockheed\u2019s business. The\n\ntruth was partially revealed when Lockheed disclosed massive losses from these programs on\n\nOctober 22, 2024 and January 28, 2025 (which materially reduced Lockheed\u2019s operating\n\nprofitability and resulted in precipitous stock price declines). Nevertheless, Defendants\u2019 fraud\n\ncontinued, as they tried to reassure investors about their control over the cost risks, falsely telling\n\ninvestors that those prior charges \u201csignificantly de-risked th[e] program[s] and significantly\n\nreduced the risk of future charges on this\u201d and stating, with respect to any remaining cost\n\nproblems and future losses, that \u201cwe\u2019ve got it [] well-contained.\u201d\n\n 5. In reality, however, Defendants did not have the cost problems contained. Quite the\n\nopposite. Shortly thereafter, Lockheed\u2019s Chief Financial Officer, Defendant Malave, resigned.\n\nMonths later, the full truth was revealed when, on July 22, 2025, Defendants disclosed losses to\n\nthe Aeronautics Program that were double the size of the prior charges, revealing that Defendants\n\nhad not \u201cde-risked\u201d the program and did not have the cost problems and losses \u201cwell-contained.\u201d\n\nMoreover, Defendants themselves finally admitted that, contrary to their Class Period\n\nmisstatements, the Company did not have adequate cost analysis and risk management controls\n\n\n\n\n 3\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 9 of 96\n\n\n\n\nwith respect to these programs. Indeed, on that day, the new CFO admitted that, based on his\n\nreview after taking over for Defendant Malave, the Company needed to implement \u201csignificant\n\nupgrade(s)\u201d to its cost-estimation and cost-control processes\u2014effectively admitting that the\n\nCompany\u2019s prior cost analysis and risk management controls were inadequate.\n\n 6. By the time the full truth was revealed, however, Defendants\u2019 fraud had caused\n\ninvestors to lose billions. This action seeks to recover those losses.\n\n A. Company and Industry Background\n\n 7. Lockheed is a global aerospace and defense contractor that develops military and\n\ndefense systems for the United States Department of Defense (\u201cDoD\u201d), U.S. intelligence agencies,\n\nand allied governments worldwide. As a defense contractor, Lockheed generates most of its\n\nrevenue from long-term contracts with defense agencies and the military forces of the U.S.\n\ngovernment.\n\n 8. In order to win contracts from the government, defense contractors like Lockheed\n\nsubmit detailed proposals that include expected costs and/or pricing for the contract. The\n\ngovernment evaluates the proposal, including the expected costs and/or pricing, conducts any\n\nnegotiations, then issues (or \u201cawards\u201d) the contract. Government contracts often follow two\n\npayment arrangements: cost-plus contracts (where the government agrees to reimburse the\n\ncontractor for certain costs) or fixed-price contracts (where the government pays a fixed price and\n\nthe contractor bears the risk of excess costs or overruns). Notably, fixed-price contracts shift\n\nsignificantly greater financial risk to the contractor, as any cost overruns, or excess costs, directly\n\nreduce the contractor\u2019s profitability.\n\n 9. Moreover, because the government is the sole buyer, intense price competition\n\noften leads defense contractors to submit proposals where a contractor gambles with aggressively\n\nlow pricing terms on a fixed-price contract simply to win the contract. Also called \u201clow balling\u201d\n\n\n 4\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 10 of 96\n\n\n\n\nor \u201cmust win bids,\u201d this practice of aggressively submitting underpriced bids creates a heightened\n\nrisk of loss from cost overruns. For these reasons, contractors must closely monitor the actual\n\nfinancial data, including costs incurred on the contract, to assess the risk of losses from fixed-price\n\ncontracts. Similarly, investors closely watch how a government contractor manages the costs\n\nassociated with its contracts.\n\n 10. Indeed, throughout the Class Period, investors closely scrutinized and asked\n\nquestions about Lockheed\u2019s contract types, payment arrangements, bidding practices, and\n\noversight into program costs to accurately factor in cost-related risks from long-term contracts\n\nwith the government. Investors did so because Lockheed\u2019s ability to effectively price, perform,\n\nand manage these contracts was by far the most important factor in determining whether a major\n\nproject, and ultimately the Company as a whole, was profitable.\n\n B. Defendants Misled Investors About Cost-Related Risks from Important\n Programs at Lockheed\n\n 11. The fraud alleged herein is simple and straightforward: despite knowing that there\n\nwas a substantial risk of imminent losses related to certain contracts, Defendants affirmatively\n\ndownplayed the extent of such risks and withheld the fact that the Company did not have adequate\n\ncost analysis and risk management procedures in place to accurately identify and mitigate such\n\nlosses in the programs.\n\n 12. Specifically, Defendants made false and misleading statements assuring investors\n\nthat the risks related to cost overruns were well contained while concealing the fact that: (i) the\n\nCompany did not have adequate cost analysis and risk management procedures in place; and (ii)\n\ntwo of Lockheed\u2019s classified programs, the MFC and Aeronautics Programs, were generating\n\nmassive, billion-dollar cost overruns at the time and would force the Company to imminently\n\nrealize billions of dollars in losses. Defendants made similar false statements and omissions\n\n\n\n 5\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 11 of 96\n\n\n\n\nregarding the Company\u2019s F-35 Program, namely failing to disclose that project delays and\n\nballooning costs related to implementing a new technology in the F-35 aircraft were causing\n\nseveral operational and cost problems, which slowed negotiations with the U.S. government and\n\nresulting in substantial financial harm to the Company.\n\n 13. By making false and misleading statements to the contrary and withholding such\n\nmaterially adverse facts from the public, Defendants deprived investors of the mandatory\n\ntransparency required of U.S. publicly traded companies and caused Lockheed shares to trade at\n\nartificially inflated prices throughout the Class Period, in violation of the Exchange Act.\n\n 1. Defendants Hid Known Cost Risks from the Classified MFC and\n Aeronautics Programs\n\n 14. As Defendants would later admit, prior to and during the Class Period, Lockheed\n\ndid not have adequate cost assessment and risk management procedures as it pertained to the\n\nclassified MFC and Aeronautics Programs. As a result, Defendants failed to accurately identify\n\nand realize losses related to these crucial projects even though\u2014as Defendants would also later\n\nadmit\u2014the actual losses associated with the two contracts were billions more than they had told\n\ninvestors.\n\n 15. Worse, Defendants misleadingly told investors that they had strong visibility into\n\nthese programs and closely monitored the risks associated with any mounting costs and losses. For\n\nexample, on February 14, 2024, Defendant Malave misleadingly discussed losses to the classified\n\nAeronautics Program in 2021 and assured investors that Defendants \u201ccontinue[d] to monitor that\n\none pretty closely.\u201d This was false. Instead of monitoring the Aeronautics Program \u201cclosely,\u201d\n\nDefendants admittedly did not have adequate processes in place to monitor cost overruns from the\n\nfixed-price contract that had ballooned to more than a billion dollars in losses by the end of the\n\nClass Period.\n\n\n\n 6\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 12 of 96\n\n\n\n\n 16. Nevertheless, throughout the Class Period, Defendants repeatedly and affirmatively\n\nassured investors that they closely monitored cost-related risks and employed robust risk\n\nmanagement controls to ensure that costs did not cut into the Company\u2019s profitability. For\n\nexample, on January 23, 2024 (the first day of the Class Period), Defendant Malave touted the\n\nCompany\u2019s purported pricing discipline and risk procedures. Specifically, Defendant Malave\n\nclaimed that Lockheed had been \u201cemploying a lot more pricing discipline\u201d and that when\n\nLockheed \u201cmake[s] an assessment of risk, . . . our pricing accounts for that risk as well[] [a]nd\n\nso that\u2019s the way we\u2019ve been approaching things for really this year going into 2024.\u201d\n\n 17. At the same time, Defendants downplayed the known and present risks that the\n\nMFC and Aeronautics Programs (and their respective contracts) posed to the Company\u2019s\n\nprofitability. Investors specifically and repeatedly questioned Defendants about these critical\n\nprograms to assess the likelihood of losses from these programs\u2019 contracts and the potential impact\n\nthey would have on Lockheed\u2019s margins, cash flow, and profitability.\n\n 18. For instance, during the Company\u2019s earnings call on January 23, 2024, an analyst\n\nfrom Jefferies asked Defendants for clarity on how the classified MFC Program would affect the\n\nCompany\u2019s margins to assess the likelihood of losses and potential impact these programs\u2019\n\ncontracts would have on Lockheed\u2019s profitability. In response, Defendant Malave downplayed the\n\nrisks from the classified MFC Program and stated: \u201cwe\u2019re just keeping a tight lid on overhead\n\nand indirect costs and streamlining that cost structure where the opportunities exist.\u201d\n\n 19. However, Defendant Malave\u2019s statements were false and misleading because\n\nLockheed was not \u201ckeeping a tight lid on . . . costs,\u201d but rather, the Company had inadequate cost\n\nanalysis and risk management procedures to manage and accurately account for cost-related risks\n\nassociated with the two programs (which Defendants themselves later admitted). Defendant\n\n\n\n\n 7\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 13 of 96\n\n\n\n\nMalave\u2019s statements were also false and misleading because they conveyed to investors that\n\nDefendants had visibility into and control over the cost risks from legacy contracts (including\n\nwithin the classified MFC and Aeronautics Programs), were actively monitoring these programs,\n\nand had largely mitigated the risk of material losses\u2014thereby materially understating the\n\nCompany\u2019s true risk exposure and misleading investors as to the actual and known risks from the\n\nclassified MFC and Aeronautics Programs.\n\n 20. The risk of additional losses on the programs was known at the time the statements\n\nwere made. Indeed, Defendants were keenly aware that these projects were incurring massive cost\n\noverruns and were certain to incur losses far greater than had been disclosed to investors.\n\nAccording to former employees that worked on the MFC Program, it was known internally since\n\nwell before the Class Period that the MFC Program\u2019s cost overruns would cause significant losses\n\nduring the fixed-price portion of the contract. For example, according to FE-1, the \u201cbig\u201d contract\n\nfor the MFC program at issue was awarded in approximately 2018 and the program was expected\n\nto run for more than ten years. FE-1 recalled that at the time she joined the program in 2019, there\n\nwere already discussions about implementing redesigns to lower the per unit cost to mitigate the\n\npossible costs. As discussed below, additional former employees corroborate and confirm the\n\nreality that Defendants knew about but concealed from investors.\n\n 21. Moreover, former Lockheed employees described how Defendants tried to\n\nmanipulate losses from certain contracts in order to make it appear as if the Company had the cost\n\nproblems under control. For example, FE-2 recalled that if a contract was expected to be a loss, it\n\nwas presented to management. They would discuss how they wanted to \u201cmanipulate or massage\n\nthe numbers.\u201d In her opinion, Lockheed tried to make it look like they had everything under control\n\nand would \u201csweep things under the rug.\u201d\n\n\n\n\n 8\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 14 of 96\n\n\n\n\n 22. On April 23, 2024, Defendants disclosed losses for the first time in the MFC\n\nProgram and set investor expectations for full year 2024 losses. Although Defendants had just\n\ndownplayed the risk of incurring charges on the MFC Program, on that day, Lockheed announced\n\nan \u201canticipated $100 million reach-forward loss associated with the classified program at MFC.\u201d\n\nDefendants further guided that the Company was expected to take \u201canother $225 million in the\n\nback half of the year,\u201d meaning that, at that time, the MFC Program would lose no more than $325\n\nmillion in 2024. Defendants further stated that additional lifetime losses for the remainder of the\n\nMFC Program could reach upwards of $1 billion in the years following 2024, bringing total\n\nlifetime losses on the MFC Program\u2019s contract to approximately $1.3 billion for the entire lifespan\n\nof the contract.\n\n 23. Despite disclosing the $100 million in losses in MFC in April 2024, Defendants\n\nknew well before then that the MFC Program would cause significant losses. For example, FE-1\n\nrecalled that there were \u201ccertainly indications\u201d prior to the April 2024 announcement that losses\n\nwere going to occur. FE-1 noted that these indications had materialized \u201cmany months\u201d prior to\n\nthe announcement.\n\n 2. Defendants Concealed Known Risks in the F-35 Program\n\n 24. At the same time Defendants touted their supposed close monitoring of costs, sound\n\nrisk controls, and contained exposures in the MFC and Aeronautics Programs, Lockheed\n\nexperienced significant and persistent difficulties with delivering new F-35 aircraft to the U.S.\n\ngovernment, due in part to increased costs and their negative impact on ongoing negotiations with\n\nthe U.S. government.\n\n 25. Up to that point in time, Lockheed\u2019s F-35 Program had been instrumental to the\n\nCompany\u2019s success\u2014as they have supplied combat ready F-35s to the U.S. military for years. In\n\nDecember 2022, the DoD mandated that the next phase of F-35 modernization, referred to as the\n\n\n 9\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 15 of 96\n\n\n\n\nTechnology Refresh 3 (\u201cTR-3\u201d), be installed in all future F-35 aircraft to substantially improve the\n\nF-35\u2019s defense capabilities.\n\n 26. However, prior to and throughout the Class Period, Lockheed experienced\n\nsignificant problems implementing the TR-3 software upgrade to its F-35 aircraft, resulting in\n\nmaterial cost pressures, operational disruptions, and delivery delays\u2014all of which negatively\n\nimpacted and reduced profitability for the F-35 Program. 2 Moreover, the operational failures and\n\nrising costs associated with the TR-3 upgrade deteriorated the relationship with the U.S.\n\ngovernment, causing the government to delay awarding the contract for Lockheed\u2019s next batch of\n\nF-35 aircraft, referred to as Lot 18 and 19. This delay significantly harmed the Company\u2019s 2024\n\nprofitability, as Lockheed was unable to recognize revenue from excess costs incurred on the F-\n\n35 Program while the negotiations remained ongoing.\n\n 27. Despite these known problems and their consequences, Defendants recklessly and\n\nfalsely told investors that Lockheed would still be awarded the next iteration of the F-35 production\n\ncontract\u2014Lot 18 and 19\u2014in 2024, thereby conveying continuity, funding stability, and sound risk\n\nmanagement to investors when the opposite was true. For example, on July 23, 2024, Defendant\n\nMalave knowingly or recklessly told investors that Lockheed \u201cexpect[ed] F-35 Lot 18 and 19 to\n\nbe awarded this year, maintaining program funding, and continuity.\u201d\n\n 28. However, this was false and misleading when made because the operational and\n\ncost issues caused by the TR-3 upgrade and Lockheed\u2019s inability to account for such cost issues\n\nhad already strained Lockheed\u2019s relationship with the U.S. government and delayed negotiations\n\n\n\n\n2\n Indeed, Lockheed was unable to timely install TR-3 to a combat-ready state, prompting the U.S.\ngovernment to suspend F-35 deliveries entirely in 2023. Although deliveries resumed in 2024, they\ndid so only with a non-combat-ready version of TR-3, and F-35 deliveries nonetheless remained\ndelayed by more than 200 days due to ongoing modernization and software integration failures.\n\n\n 10\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 16 of 96\n\n\n\n\nfor the Lot 18 and 19 contract, which would similarly delay funding and cause material financial\n\nharm to the Company\u2019s 2024 profitability.\n\n C. The Truth is Partially Revealed on October 22, 2024\n\n 29. The risks associated with Lockheed\u2019s failure to implement adequate cost-analysis\n\nand risk-management procedures\u2014including massive cost overruns and losses\u2014began to\n\ncrystallize into significant investor losses on October 22, 2024. On that day, Defendants partially\n\nrevealed the truth regarding the risks and financial impacts associated with the F-35 Program and\n\nthe classified Aeronautics Program.\n\n 30. With respect to the F-35 Program, Lockheed disclosed for the first time that\n\nnegotiations for Lot 18 and 19 contract were stalled because contract costs had grown beyond the\n\nlevels contemplated in the preliminary agreement with the U.S. government pending execution of\n\nthe final contract. As a result, the Company was unable to recognize revenue and profit on\n\napproximately $400 million due to excess costs incurred on the program. Moreover, the F-35\n\nProgram saw a $450 million decrease in sales because the Company could not invoice and receive\n\npayment due to the frustrated negotiations with the U.S. government to finalize pricing on Lot 18\n\nand 19\u2014delays that were in part caused by increased costs that created price pressure on the\n\nprogram.\n\n 31. As for the classified Aeronautics Program, Defendants began to disclose\u2014though\n\nstill materially understated\u2014the existence of significant losses in the fixed-price phase of the\n\nAeronautics Program, contradicting their prior assurances that program risks were known,\n\nmonitored, and contained. Specifically, on that day, Lockheed disclosed that it was forced to incur\n\nlosses of $80 million on the Aeronautics Program due to \u201chigher than anticipated costs to achieve\n\nprogram objectives.\u201d\n\n\n\n\n 11\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 17 of 96\n\n\n\n\n 32. On this news, shares of Lockheed\u2019s common stock declined by more than 6% in a\n\nsingle day. Yet, Defendants continued to falsely downplay the rising cost issues and risk of losses\n\nfrom fixed-price contracts, thereby further misleading investors.\n\n D. Defendants Continued to Mislead Investors About the Classified MFC and\n Aeronautics Programs\n\n 33. Following the fallout from Defendants\u2019 unexpected disclosure of losses in the\n\nAeronautics division, Defendants continued to make false and misleading statements downplaying\n\nthe extent of the cost issues the Company faced and its impact on the Company\u2019s profitability.\n\nIndeed, despite later admitting that Lockheed did not have a handle on just how bad the extent of\n\nthe cost issues was at the time, Defendants confidently told investors that the losses in the MFC\n\nProgram would be limited to no more than $325 million, when in truth, the amount would end up\n\nbeing a billion dollars more than that.\n\n 34. Indeed, on October 22, 2024, Defendants told investors that full-year losses for the\n\nMFC Program in 2024 would be limited to approximately $325 million, thereby reinforcing prior\n\nstatements and falsely signaling that no further material losses were expected that year. When\n\npressed by an analyst from Goldman Sachs as to what they should expect for the MFC Program\n\nmoving forward past 2024, Defendant Malave affirmed prior statements that any further losses\n\nwould be amortized across the full fixed-price lifetime of the project, stating: \u201c[a]s far as 2025, a\n\nbaseline assumption would be that we \u2013 you go from $325 million to anywhere between, say,\n\n$250 million to $300 million in losses in 2025, assuming a one-per-year type of framework.\u201d\n\n 35. Defendants\u2019 false statements grew bolder thereafter. For instance, during an\n\nindustry conference on December 3, 2024\u2014mere days before the end of 2024\u2014Defendants were\n\npressed again by analysts about losses in the MFC Program and any potential favorable margin\n\nexpansion within that segment. But rather than temper expectations and truthfully disclose that\n\n\n\n 12\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 18 of 96\n\n\n\n\nLockheed was about to record $1.41 billion in losses from the MFC Program in 2024 alone,\n\nDefendant Malave instead affirmatively assured investors, in no uncertain terms, that the MFC\n\nsegment would benefit from lower losses, describing the MFC Program as a \u201ctailwind\u201d instead of\n\na headwind. Specifically, Defendant Malave stated, \u201cWe[] also should get a benefit from lower\n\nlosses from the MFC classified program that we\u2019re under \u2013 we\u2019re delivering out now. And so\n\nthat will give us a little bit [of a] tailwind.\u201d\n\n 36. This statement falsely conveyed to investors that: (i) losses in the MFC Program\n\nwere behind the Company, (ii) remaining exposure was diminishing, and (iii) the program was\n\ntransitioning from a drag on profitability to a source of greater profit margins\u2014representations\n\nthat were irreconcilable with Defendants\u2019 internal knowledge that substantially greater losses\n\nwould soon be recognized when the Company disclosed 2024 full-year results the very next month.\n\nIndeed, unbeknownst to investors, Lockheed lacked adequate cost analysis and risk management\n\nprocedures at that time, which caused the Company to disclose the $1.3 billion loss on the MFC\n\nProgram in the fourth quarter of 2024\u2014a disclosure that shocked analysts and investors who had\n\nrelied on Defendants\u2019 previous false and misleading representations.\n\n 37. Indeed, Defendants\u2019 statements throughout the Class Period regarding the MFC\n\nProgram shaped analyst expectations up to that point. As late as mid-January 2025, analysts were\n\nreliant on Defendants\u2019 prior misrepresentations regarding the MFC Program\u2019s limited losses. For\n\ninstance, on January 15, 2025, analysts at UBS followed the market consensus by baking in an\n\nadditional $225 million MFC charge into their model for Lockheed\u2019s 2024 results: \u201c[w]e model a\n\n7.7% MFC margin reflecting the next classified charge of $225mn.\u201d\n\n\n\n\n 13\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 19 of 96\n\n\n\n\n 38. However, investors would soon learn what Defendants already knew when\n\nDefendant Malave made his misstatement on December 3, 2024: that Lockheed was forced to\n\nrecord a massive $1.3 billion loss on the MFC Program in fourth quarter 2024.\n\n E. Defendants\u2019 Lack of Controls Over Runaway Costs is Further Revealed on\n January 28, 2025\n\n 39. Despite having reassured investors the prior month that the MFC Program losses\n\nwere limited to just $325 million, on January 28, 2025, Defendants abruptly and unexpectedly\n\ndisclosed that Lockheed would record losses of $1.3 billion related to the MFC Program in the\n\nfourth quarter of 2024\u2014a 300% increase from what Defendants had previously told investors.\n\nMaking matters worse, Defendants revealed for the first time that the previous $80 million loss in\n\nthe Aeronautics Program (disclosed on October 22, 2024) was massively and misleadingly\n\nunderstated, and that the losses incurred were far worse. Specifically, Defendants disclosed\n\nadditional quarterly losses in the Aeronautics Program of $410 million\u2014a more than 400%\n\nincrease from the previously recorded charge of $80 million.\n\n 40. This partially revealed to the market that, contrary to their public statements\n\ndownplaying cost-related risks and touting Lockheed\u2019s purportedly sound cost and risk\n\nassessments, the Company experienced significant cost pressures from the classified MFC and\n\nAeronautics Programs that materially reduced the Company\u2019s profitability. Indeed, the losses in\n\nthe classified programs reduced the MFC segment\u2019s operating profit by 73%, falling from $1.54\n\nbillion in 2023 to just $413 million in 2024. The Aeronautics Program charges also reduced the\n\nAeronautics segment\u2019s operating profit from $2.83 billion in 2023 to $2.52 billion in 2024.\n\n 41. Given Defendants\u2019 repeated false and misleading statements and omissions\u2014\n\nincluding Defendant Malave\u2019s false statement from a month earlier that the MFC charges would\n\n\n\n\n 14\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 20 of 96\n\n\n\n\nbe limited to $325 million for full-year 2024\u2014analysts and investors were completely blindsided\n\nand shocked by the joint $1.7 billion losses in the MFC and Aeronautics Programs.\n\n 42. For example, analysts at Morgan Stanley flagged the disclosure as unexpected,\n\nwriting that the \u201cclassified program losses at Aeronautics and [MFC] largely took investors by\n\nsurprise\u201d because the magnitude of potential losses had not been disclosed \u201cto this extent.\u201d\n\nAnalysts were similarly blindsided by the charge to the Aeronautics Program. For example,\n\nanalysts at Deutsche Bank reported that \u201cthe $405m incremental Aeronautics charge\u201d had not been\n\n\u201cpreviewed.\u201d\n\n 43. In response to this bombshell news, shares of Lockheed common stock plummeted\n\nover 9% in a single day, further injuring investors. And still, Defendants continued to conceal the\n\nfact that the losses were even worse, and that, for years, Lockheed did not have adequate cost\n\nanalysis and risk management procedures in place to manage and control runaway costs, which\n\nwould cause continuing and worsening losses.\n\n F. Defendants Continued Misleading Investors\n\n 44. Despite the disclosure of the losses in the MFC and Aeronautics Programs on\n\nJanuary 28, 2025, Defendants\u2019 fraud continued. In response to analysts\u2019 questions regarding the\n\nscope, trajectory, and implications of the charges, Defendants reassured the market that the losses\n\nreflected a one-time \u201cresetting\u201d of the programs, and affirmatively misrepresented that the\n\nunderlying cost issues were now behind the Company because they had it under control. These\n\nstatements falsely assured investors that the risk of further material losses had been eliminated,\n\nthereby hiding from investors the true extent and reality of the Company\u2019s cost and risk\n\nmanagement failures.\n\n 45. For example, on January 28, 2025, Defendant Taiclet stated that the January 28,\n\n2025 charges had successfully \u201cderisk[ed]\u201d Lockheed\u2019s \u201cfinancial profile,\u201d stating: \u201cRecording\n\n\n 15\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 21 of 96\n\n\n\n\ncharges in Q4 on these two programs enabled us to derisk the financial profile of both these\n\ncritical national security programs going forward, as we move into their next phases.\u201d Defendant\n\nMalave made similar statements regarding the Aeronautics Program, further stating that the risk\n\nof future charges was low, stating: \u201cwe have significantly de-risked this program and\n\nsignificantly reduced the risk of future charges on this.\u201d\n\n 46. Although Defendants knew, or recklessly ignored, that Lockheed did not have an\n\nadequate cost analysis and risk management process in place to actually ground those statements\n\nin reality, Defendants continued making false claims about the runaway cost problems being\n\ncontained at that point. On February 13, 2025, less than three weeks after disclosing the massive\n\nsurprise losses, Defendant Malave falsely stated that, with respect to any remaining cost issues,\n\n\u201cwe\u2019ve got it [] well-contained.\u201d Defendant Malave assured investors that the Company had a\n\nhandle on costs for the Aeronautics Program for the next several years, stating: \u201cAgain, we feel\n\nthat we\u2019ve got a pretty good beat and handle on that cost over the next number of years for that\n\nprogram.\u201d\n\n 47. By emphasizing their purported containment of the cost issues, Defendant Malave\n\naffirmatively conveyed to investors that the risk of further material losses had been substantially\n\nmitigated, despite knowing\u2014or recklessly disregarding\u2014that Lockheed did not have adequate\n\ncost analysis and risk management procedures in place to determine the extent that the program\n\nremained exposed to significant additional losses from cost overruns.\n\n 48. Indeed, investors took Defendants\u2019 representations at face value, concluding that\n\nLockheed had successfully de-risked the business. For example, analysts at RBC stated that\n\n\u201c[w]hile we can appreciate that this likely caught investors by surprise, we expect the financial\n\nprofiles of these two classified programs to be largely de-risked, providing a cleaner setup going\n\n\n\n\n 16\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 22 of 96\n\n\n\n\nforward.\u201d Analysts at Truist Securities were also comforted by the representations, stating that\n\n\u201cLMT is now confident the programs are de-risked going forward.\u201d\n\n 49. However, that was far from the truth, as would soon be revealed. Indeed,\n\nunbeknownst to investors at the time, Lockheed was already primed\u2014and internally positioned\u2014\n\nto declare nearly an additional $1 billion in losses on the Aeronautics Program in 2025 due to the\n\nCompany\u2019s inadequate cost analysis and risk management processes and controls.\n\n 50. Before the truth was revealed, and just weeks after making the foregoing false and\n\nmisleading assurances, Defendant Malave, the Company\u2019s Chief Financial Officer, announced his\n\nresignation from the Company, leaving the undisclosed cost failures for the next CFO to clean up.\n\nSpecifically, on April 17, 2025, Lockheed announced the resignation of Defendant Malave, and as\n\nexplained below, finally admitted just a few months later that the Company needed to significantly\n\nimprove Lockheed\u2019s cost analysis and risk management procedures.\n\n G. The Full Truth Is Revealed on July 22, 2025\n\n 51. Shortly after Defendant Malave\u2019s suspiciously timed resignation, the full truth\n\nfinally emerged regarding Lockheed\u2019s cascading chain of cost overruns. Whereas Defendants had\n\npreviously minimized problems within the Aeronautics segment\u2014attributing earlier charges to\n\ntiming issues, conservative \u201cde-risking,\u201d or isolated execution setbacks\u2014on July 22, 2025,\n\nLockheed stunned investors by disclosing an additional $950 million loss in the Aeronautics\n\nProgram, revealing that prior disclosures had materially and fraudulently understated both the\n\nseverity and persistence of the program\u2019s cost failures.\n\n 52. Moreover, Defendants admitted that Lockheed did not have control over costs in\n\nthe Aeronautics Program, contrary to their previous false statements. On that day, Defendants\n\nstated that the Company had \u201cperformed a comprehensive review of its program execution and\n\nmanagement processes . . . in the second quarter\u201d and based on that review, the Company needed\n\n\n 17\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 23 of 96\n\n\n\n\n\u201csignificant updates to the program\u2019s schedule and cost estimates.\u201d This disclosure flew in the face\n\nof Defendants\u2019 prior statements on January 28, 2025 that they had \u201cde-risked\u201d the Aeronautics\n\nProgram and had the cost issue \u201ccontained.\u201d\n\n 53. Indeed, analysts were blindsided by the shocking $950 million loss from the\n\nAeronautics Program and were furious with Defendants for their false and misleading statements\n\non January 28, 2025 claiming that the Company had \u201cde-risked\u201d the Aeronautics program. For\n\nexample, during the earnings call on July 22, 2025, an analyst from Wolfe Research bluntly asked\n\nDefendants, \u201cwhy should investors feel at all comfortable that you\u2019ve de-risked the problem\n\nprograms, particularly the aero[nautics] classified one.\u201d Then, after Defendant Taiclet tiptoed\n\naround the Wolfe Research analyst\u2019s question, an analyst from Bank of America followed up and\n\nasked: \u201cJust a quick follow-on to [Wolfe Research\u2019s] question, because I don\u2019t think you answered\n\nit. Why did it take $1 billion charges to change the way you\u2019re reviewing this thing?\u201d\n\n 54. Moreover, analysts issued scathing reports following this unexpected news, calling\n\nLockheed a \u201cshow me\u201d story moving forward and surmising that a resulting loss of confidence in\n\nLockheed\u2019s ability to execute would act as a future overhang on the share price. For example, TD\n\nCowen stated, \u201c[u]nfortunately, the Q2 charges (especially on the classified Aero program), after\n\nwhat investors perceived to be a \u2018clean-up\u2019 Q4:24, moves LMT to an operational \u2018show me\u2019 story,\n\nin our view.\u201d Similarly, analysts at RBC lowered their confidence in Lockheed\u2019s ability to\n\naccurately forecast costs, stating \u201cwe believe the 2Q25 losses were significantly worse than\n\nexpected, and we believe lower confidence in LMT\u2019s ability to execute will weigh on the stock.\u201d\n\nAnalysts at JP Morgan shared similar frustrations, stating Lockheed was \u201cobviously now a show-\n\nme for the market,\u201d and must do more to regain investors\u2019 trust.\n\n\n\n\n 18\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 24 of 96\n\n\n\n\n 55. As a result of this corrective unexpected news, shares of Lockheed common stock\n\ndeclined by more than 10% in a single day, damaging investors even further.\n\n 56. As a result of Defendants\u2019 wrongful acts and omissions, and the precipitous decline\n\nin the market value of the Company\u2019s securities, Lead Plaintiffs and Class members have suffered\n\nbillions in losses and damages. This Action seeks to recover those losses caused by Defendants\u2019\n\nfraud.\n\nII. JURISDICTION AND VENUE\n\n 57. The claims asserted herein arise under \u00a7\u00a710(b) and 20(a) of the Exchange Act, 15\n\nU.S.C. \u00a7\u00a778j(b) and 78t(a), and Rule 10b-5, 17 C.F.R. \u00a7240.10b-5. Jurisdiction is conferred by\n\n\u00a727 of the Exchange Act, 15 U.S.C. \u00a778aa.\n\n 58. Venue is proper in this District pursuant to \u00a727 of the Exchange Act (15 U.S.C. \u00a7\n\n78aa) and 28 U.S.C. \u00a71391(b), as upon information and belief, Lockheed shareholders reside in\n\nthis District, the acts and transactions giving rise to the violations of law complained of occurred\n\nin part in this District, the false and misleading statements were disseminated in this District, and\n\nthe manipulative conduct was carried out in part in this District.\n\n 59. In connection with the acts, conduct, and other wrongs alleged in this Complaint,\n\nDefendants, directly or indirectly, used the means and instrumentalities of interstate commerce,\n\nincluding, but not limited to, the mail, interstate telephone communications, and the facilities of\n\nthe national securities exchange.\n\nIII. PARTIES\n\n A. Lead Plaintiffs\n\n 60. Lead Plaintiff Local 705 International Brotherhood of Teamsters Pension Fund\n\n(\u201cTeamsters Local 705\u201d) is a defined benefit plan headquartered in Chicago, Illinois, with more\n\nthan $1.8 billion in assets under management for the benefit of its approximately 16,000 active\n\n\n 19\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 25 of 96\n\n\n\n\nand retired members and beneficiaries. Teamsters Local 705 was established to provide retirement\n\nbenefits to collectively bargained members of Teamsters Local Union 705. The Plan and its assets\n\nare managed by a joint Board of Trustees equally represented by labor and management. On\n\nOctober 24, 2025, the Court appointed Teamsters Local 705 as Lead Plaintiff for this litigation\n\n(see ECF No. 43). As set forth in its certification filed on September 26, 2025 (ECF No. 16-1),\n\nTeamsters Local 705 purchased Lockheed common stock during the Class Period and suffered\n\ndamages as a result of Defendants\u2019 fraud.\n\n 61. Lead Plaintiff New England Teamsters Pension Fund (\u201cNew England Teamsters\u201d)\n\nwas established in 1958 to provide retirement income to eligible participants and their\n\nbeneficiaries. New England Teamsters manages approximately $2 billion in assets for the benefit\n\nof its nearly 72,000 active and retired members and beneficiaries. The Fund is jointly administered\n\nby an eight-member Board of Trustees\u2014four Trustees representing the Local Unions and four\n\nTrustees representing the Contributing Employers. All claims are processed at the Fund Office,\n\nwhich is located in Burlington, MA. The Fund is qualified under Internal Revenue Code (\u201cIRC\u201d)\n\nSection 401(a) and acts as a multi-employer, defined benefit plan within the meaning of IRC\n\nSections 414(f) and (j). On October 24, 2025, the Court appointed New England Teamsters as\n\nLead Plaintiff for this litigation (see ECF No. 43). As set forth in its certification filed on\n\nSeptember 26, 2025 (ECF No. 16-1), New England Teamsters purchased Lockheed common stock\n\nduring the Class Period and suffered damages as a result of Defendants\u2019 fraud.\n\n B. Defendants\n\n 1. Corporate Defendant\n\n 62. Defendant Lockheed is incorporated under the laws of Maryland, with its\n\nheadquarters and principal executive offices located in Bethesda, Maryland. The Company\u2019s\n\ncommon stock is traded on the New York Stock Exchange (the \u201cNYSE\u201d) under the ticker symbol\n\n\n 20\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 26 of 96\n\n\n\n\n\u201cLMT.\u201d Lockheed is an aerospace and defense company principally engaged in the research,\n\ndesign, development, manufacture, integration and sustainment of advanced technology systems,\n\nproducts and services. A majority of Lockheed\u2019s business is conducted with the U.S. Department\n\nof Defense and U.S. federal government agencies.\n\n 2. Individual Defendants\n\n 63. Defendant Taiclet is the current Chairman, President and CEO of Lockheed.\n\nDefendant Taiclet joined Lockheed as President and CEO in June 2020 and later became Chairman\n\nin March 2021. He has also been a director on the Company\u2019s board of directors (the \u201cBoard\u201d)\n\nsince January 2018. In his role as CEO of the Company, Taiclet participated in earnings calls and\n\nconferences with securities analysts, during which he made false and misleading statements and\n\nomissions of material fact.\n\n 64. Defendant Malave served as CFO of Lockheed from January 2022 until his\n\ndeparture on April 17, 2025. In his role as CFO of the Company, Malave participated in earnings\n\ncalls and conferences with securities analysts, during which he made false and misleading\n\nstatements and omissions of material fact.\n\n 65. The Individual Defendants, because of their positions with the Company, possessed\n\nthe power and authority to control the contents of, inter alia, Lockheed\u2019s reports to the SEC, press\n\nreleases, and presentations to securities analysts, money and portfolio managers, and institutional\n\ninvestors, i.e., the market. The Individual Defendants were provided with copies of the Company\u2019s\n\nreports and press releases alleged herein to be misleading prior to, or shortly after, their issuance\n\nand had the ability and opportunity to prevent their issuance or cause them to be corrected. Because\n\nof their positions with the Company and their access to material non-public information available\n\nto them, but not to the public, the Individual Defendants knew that the adverse facts specified\n\nherein had not been disclosed to, and were being concealed from the public, and that the positive\n\n\n 21\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 27 of 96\n\n\n\n\nrepresentations being made were then materially false and misleading. The Individual Defendants\n\nare liable for the false and misleading statements pleaded herein.\n\n 66. The Company and the Individual Defendants are collectively referred to herein as\n\n\u201cDefendants.\u201d\n\n 67. Lockheed is liable for the acts of the Individual Defendants and its employees under\n\nthe doctrine of respondeat superior and common law principles of agency because all of the\n\nwrongful acts complained of herein were carried out within the scope of their employment.\n\n 68. The scienter of each of the Individual Defendants and each of the other employees\n\nand agents of the Company is similarly imputed to Lockheed under respondeat superior and\n\nagency principles.\n\n C. Relevant Third Parties 3\n\n 69. FE-1 was employed by Lockheed Martin in a variety of roles from 2004 until March\n\n2025. FE-1 became a Senior Project Manager serving a number of different areas in 2019,\n\nincluding MFC and joined the team responsible for executing the MFC program that the Company\n\ninitially announced losses for beginning in April 2024. FE-1 explained that she departed this role\n\nin 2021. According to FE-1, following her role change in 2021, she still maintained various levels\n\nof exposure to the MFC program that reported losses.\n\n 70. FE-2 was employed by Lockheed Martin from prior to the start of the Class Period\n\nthrough Spring 2025 as Senior Financial Management. FE-2 worked exclusively in MFC. FE-2\n\nexplained that she was responsible for overseeing cost analysis from when the contract was\n\nawarded through contract closeout.\n\n\n\n\n3\n FEs are identified herein by number (FE-1, FE-2, etc.). All FEs are described in the feminine to\nprotect their identities.\n\n 22\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 28 of 96\n\n\n\n\n 71. FE-3 was employed by Lockheed Martin as an Engineer Manager working in the\n\nMFC group who oversaw tasks across the entire Systems Engineering V and had visibility across\n\nfunctional and program lines for over a decade until her retirement in 2021.\n\nIV. SUBSTANTIVE ALLEGATIONS\n\n A. Overview of Lockheed\u2019s Business\n\n 72. Lockheed is a global aerospace and defense corporation\u2014one of the top five largest\n\ndefense contractors in the world. The Company develops, manufactures, integrates, and sustains\n\nadvanced technology systems, products, and services for defense, space, intelligence, homeland\n\nsecurity, and related markets. Its principal customer is the U.S. government (focusing on military\n\nand defense agencies), with additional sales to international governments (via both Foreign\n\nMilitary Sales and direct commercial sales) and a small portion to U.S. commercial customers.\n\n 73. The Company reports its operations through four principal business segments:\n\n(i) Aeronautics, which is engaged in the research, design, development, manufacture, integration,\n\nsustainment, support, and upgrade of advanced military aircraft; (ii) Missiles and Fire Control, or\n\nMFC, which develops and produces air and missile defense systems, tactical and strike missiles,\n\nfire control systems, mission and combat systems; (iii) Rotary and Mission Systems (\u201cRMS\u201d),\n\nwhich designs, manufactures, services, and supports military and commercial helicopters, surface\n\nships, sea and land-based missile defense systems, radar, and other related systems; and (iv) Space,\n\nwhich is engaged in research, design, development, engineering, and production of satellites, space\n\ntransportation systems, and strategic, advanced strike, and defensive systems.\n\n 74. Lockheed derives most of its revenues from long-term contracts with agencies of\n\nthe U.S. government. Like other defense contractors, most of Lockheed\u2019s major contracts are\n\n\n\n\n 23\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 29 of 96\n\n\n\n\nawarded by the U.S. Department of Defense (\u201cDoD\u201d) 4 through a formal procurement process\n\ninvolving bids and proposals.\n\n B. The Procurement Process\n\n 75. Government contracts begin with a solicitation to defense contractors, commonly\n\nthrough requests for proposals (\u201cRFP\u201d). Defense contractors like Lockheed typically provide\n\nproposals that detail price (or cost), technical approach to performance, past performance, and\n\nother government-defined evaluation factors. Price (or cost) is one of the most common evaluation\n\nfactors.\n\n 76. Two distinct payment arrangements in the contracting industry produce markedly\n\ndifferent profitability risk profiles: (i) \u201ccost-plus\u201d contracts, where the government reimburses the\n\ncontractor for certain allowable, allocable, and reasonable costs versus (ii) \u201cfixed-price\u201d contracts,\n\nwhere the contractor agrees to a set price, regardless of the actual costs incurred to perform the\n\nwork. Thus, fixed-price contracts shift much of the risk to the contractor\u2014for example, if labor,\n\nmaterials, supply-chain inputs, engineering complexity, or other requirements exceed the original\n\nassumptions made at the time of the contract, the contractor generally must absorb those additional\n\ncosts, which eat into the contractor\u2019s profitability. 5\n\n 77. Given that the government has a \u201cmonopsony\u201d power in defense contracting\u2014i.e.,\n\nthe U.S. military is the only buyer for much of what Lockheed sells\u2014the procurement process is\n\nhighly competitive. Price is often a decisive factor in the evaluation process, especially for fixed-\n\n\n\n4\n On September 5, 2025, President Trump signed an executive order changing the DoD\u2019s name to\nthe Department of War as a secondary title. Because the Class Period ends on July 22, 2025 (i.e.,\nbefore this change), Lead Plaintiffs use DoD throughout this complaint.\n5\n Some contracts include a government option to modify the contract from cost-plus to fixed-price\npayment arrangement at certain benchmarks or levels of development, like when the contractor\nrecorded enough expenditures to accurately assess future costs. If that assessment of future costs\nis understated, the fixed-price contract risks actual losses from cost overruns.\n\n\n 24\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 30 of 96\n\n\n\n\nprice contracts. Underpricing, or submitting aggressively low cost/price proposals, is a risky\n\nmaneuver to win the contract for pennies, or even at an expected loss. These gambits are inherently\n\nrisky, especially under fixed-price contracts, where the contractor bears risk of loss. When actual\n\ncosts exceed the fixed contract price, the contractor absorbs the loss, eating into the company\u2019s\n\nprofitability and margins. Under generally accepted accounting principles (GAAP), such losses\n\nmust be recognized either when they occur or when they become probable and estimable.\n\n 78. As a result, investors closely monitor contract type, payment arrangement, and the\n\ncontract negotiation process to factor in the risks of future losses when making their investment\n\ndecisions. 6 Although investors cannot directly examine these government contracts and proposals,\n\nthey can\u2014and often do\u2014ask direct questions about the government contracting process and the\n\nfinancial health of specific government contracts to determine profitability and risk associated with\n\ntheir investment.\n\n C. The Government Contracts at Issue\n\n 79. Lockheed\u2019s government contracts are predominantly long-term contracts that are a\n\nmix of fixed\u2011price and cost\u2011reimbursable payment arrangements and hybrids thereof.\n\n 80. The divergent financial dynamics associated with fixed-price versus cost-plus\n\ncontracts was an issue that Lockheed dealt with regularly. For example, FE-2 recalled that cost-\n\nplus contracts had more flexibility, meaning they could go back to the client to alter if needed,\n\nwhile fixed-price contracts were not flexible and if they began to run over cost, they would need\n\nto reduce their profit.\n\n\n\n6\n Moreover, a portion of Lockheed\u2019s business and associated contracts are deemed classified by\nthe U.S. government. Therefore, these contracts cannot be specifically described. However, the\noperating results of classified contracts are included in the Company\u2019s consolidated financial\nstatements, and the internal controls addressing financial reporting of classified contracts do not\ndiffer from non-classified contracts.\n\n\n 25\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 31 of 96\n\n\n\n\n 81. Former Lockheed employees described the Company\u2019s handling of the bidding,\n\nnegotiation, and execution of government contracts as inaccurate and intended to make reported\n\nfigures look better as opposed to being realistically profitable. For example, in FE-2\u2019s opinion,\n\ncontract proposals were never accurate, and certain contracts were negotiated improperly. She\n\nsuggested that they were thrown together quickly to \u201chelp the financial numbers\u201d and that there\n\nwas no due diligence done to ensure that the Company could successfully complete the contract.\n\nFE-2 went on to suggest that contracts were taken in order to inflate numbers and to boost bonuses.\n\nFE-2 explained that many of the contracts ended up being over cost and behind schedule.\n\n 82. Moreover, former Lockheed employees described how Defendants manipulated\n\nlosses from those contracts in order to make it appear as if they had the cost problems under\n\ncontrol. For example, FE-2 recalled that if a contract was expected to be a loss, it was presented to\n\nmanagement. They would discuss how they wanted to \u201cmanipulate or massage the numbers.\u201d In\n\nher opinion, Lockheed tried to make it look like they had everything under control and would\n\n\u201csweep things under the rug.\u201d\n\n 83. Because Lockheed\u2019s contract types are predominantly long-term government\n\ncontracts, investors understood the following factors as having a significant impact on the\n\nCompany\u2019s financial performance: (i) the contract revenues and Lockheed\u2019s expected and actual\n\nfinancial performance thereof; (ii) the different contract payment arrangements, considering the\n\nriskier fixed-price arrangement (versus cost-reimbursable); (iii) Lockheed\u2019s ability to keep\n\nprograms within budget and schedule expectations based on the Company\u2019s review of program\n\ncosts and expenditures; and (iv) the timing and execution of awards, options, and modifications.\n\n 84. Throughout the Class Period, investors closely monitored three contracts: (1) the\n\nMFC Program; (2) the Aeronautics Program; and (3) the F-35 Program.\n\n\n\n\n 26\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 32 of 96\n\n\n\n\n 1. The Classified MFC Program\n\n 85. The MFC Program is a classified contract with the U.S. government within the\n\nCompany\u2019s MFC division. Given its classified nature, Lockheed has not publicly stated exactly\n\nwhat they are making for the government. However, Lockheed defined the terms of the contract\n\nas follows: a \u201ccost-reimbursable base contract for the initial phase of the program and multiple\n\nfixed-price options for additional phases.\u201d\n\n 86. Based on FE accounts and Defendants\u2019 own statements, the MFC Program was\n\nawarded in or around 2018 and expected to last for at least 10 years, converting to fixed-price in\n\nor about 2024. According to FE-1, the \u201cbig\u201d contract for the MFC program at issue was awarded\n\nin approximately 2018 and the program was expected to run for more than ten years.\n\n 87. For the first few years of the contract, Lockheed\u2019s costs were reimbursable under\n\nthe cost-reimbursement stage of the contract (i.e., the base contract). Then, in or around 2024, the\n\ncontract converted to a fixed-price contract, which meant Lockheed immediately absorbed\n\nsignificant financial losses from cost overruns.\n\n 2. The Classified Aeronautics Program\n\n 88. The Aeronautics Program is a classified program within the Company\u2019s\n\nAeronautics segment. The Company describes the contract as a \u201cfixed-price incentive fee\n\ncontract,\u201d structured as a base contract for the initial phase of the program and multiple options\n\nfor additional phases. Under these additional phases, Lockheed can earn incentive fees for cost\n\nsavings or exceptional performance but bears the financial risk for cost overruns when actual costs\n\nexceed target cost ceilings. Accordingly, under the contract, once Lockheed\u2019s costs exceed\n\nspecified thresholds, the Company\u2019s profit decreases and financial liability for cost growth and\n\ntherefore losses increase.\n\n\n\n\n 27\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 33 of 96\n\n\n\n\n 3. The F-35 Program\n\n 89. The F-35 is an aircraft developed by Lockheed for the U.S. and allied militaries. It\n\nis a multirole combat aircraft designed for not just flying, but also intelligence, surveillance, and\n\nreconnaissance. Lockheed is the prime contractor for the F-35 aircraft under a multi-decade\n\ncontract with the DoD through the F-35 Joint Program Office (\u201cJPO\u201d). The F-35 Program has been\n\ncritically important to Lockheed\u2019s financial success for over a decade, with the program\n\naccounting for approximately a quarter of Lockheed\u2019s revenues since 2017. Indeed, in 2023 (the\n\nfull year before the start of the Class Period), sales of the F-35 represented 26% of Lockheed\u2019s\n\ntotal revenues.\n\n 90. Contracts in the F-35 Program are negotiated and awarded based on successive\n\nproduction blocks, referred to as a \u201cLot,\u201d under which Lockheed must deliver aircraft that conform\n\nto specified hardware and software configuration baselines as a condition of acceptance and final\n\npayment.\n\n 91. Beginning in or around 2022, the DoD approved the next phase of F-35\n\nmodernization, referred to as TR-3, which introduces a new integrated core processor, expanded\n\nmemory, and improved cockpit displays designed to support advanced capabilities. TR-3 is a\n\nprerequisite for the next major capability upgrade of the F-35 aircraft, known as Block 4, which\n\nadds new weapons, enhanced sensors, and improved electronic warfare functionality. The DoD\n\nrequired that all F-35 aircraft incorporate TR-3 beginning in 2023.\n\n 92. On December 22, 2022, the DoD announced that they awarded Lockheed an\n\n\u201cadvance acquisition authorization\u201d agreement to work on the next generation, Lot 18 and 19.\n\nAdvance acquisition authorization permits a contractor to begin work and incur costs before a full\n\nproduction contract is formally awarded by the government. The advance acquisition contract\n\nunder Lot 18 and 19 was limited to the procurement of long lead time materials, parts, components,\n\n\n 28\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 34 of 96\n\n\n\n\nand efforts necessary to maintain production and delivery of F-35 aircraft. The contract was fixed-\n\nprice insofar that it would only fund approximately $1 billion in costs related to the advanced\n\nprocurement. Therefore, although the advance acquisition contract allowed Lockheed to begin\n\nwork in anticipation of the future contract, it shifted substantial financial risk to Lockheed for any\n\ncost overruns. Because pricing and terms are not finalized, the contractor may be required to absorb\n\ncost overruns if negotiations are prolonged and conclude at prices below incurred costs,\n\nparticularly under fixed-price or fixed-price incentive structures.\n\n 93. Investors understood that the Company was performing work on Lot 18 and 19\n\nunder an advance acquisition contract (i.e., the formal production contract was still under\n\nnegotiation). However, as explained below, Defendants did not tell investors that rising costs from\n\nthe TR-3 upgrade caused turmoil with the U.S. government and led to significant delays in contract\n\nnegotiations over the formal award for the Lot 18 and 19 contract. Indeed, Defendants\n\naffirmatively assured investors that the formal production contract for Lot 18 and 19 would be\n\nawarded in 2024 (which would allow the Company to maintain program funding and continuity).\n\nAs a result, investors did not understand the risk that Lockheed would be unable to recognize\n\nhundreds of millions of dollars\u2019 worth of revenue on the program while Lockheed attempted to\n\nsalvage its relationship with the government and finalize the Lot 18 and 19 contract.\n\n D. Defendants Falsely Touted Lockheed\u2019s Cost Management Controls and\n Downplayed the Risk of Losses\n\n 94. Throughout the Class Period, Lockheed was facing a multi-vector cost crisis.\n\nSpecifically, the MFC, Aeronautics, and F-35 Programs\u2014some of the Company\u2019s most important\n\nprograms\u2014were imminently set to incur billions in losses and financial impacts, which facts were\n\nknown to, or recklessly disregarded by Defendants. Critically, such issues were driven by\n\n\n\n\n 29\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 35 of 96\n\n\n\n\nLockheed\u2019s materially deficient internal processes for identifying, assessing, and mitigating cost\n\nand execution risks.\n\n 95. Indeed, unbeknownst to investors, during the Class Period, Lockheed lacked\n\nadequate oversight mechanisms to monitor cost risks across its most complex and technically\n\ndemanding programs, including the MFC, Aeronautics, and F-35 Programs. Despite these\n\noversight failures, Defendants publicly lauded Lockheed\u2019s internal cost-management, risk-\n\nassessment, and oversight practices, portraying the Company as exercising heightened discipline\n\nin managing program costs and risks.\n\n 96. For example, on January 23, 2024 (the start of the Class Period), Defendants held\n\nan earnings call with analysts and investors to discuss the Company\u2019s fourth quarter 2023 results.\n\nDuring the call, analysts queried Defendants regarding how Lockheed was managing risks from\n\nits contracts. For example, an analyst from Citi Research asked Defendants for an update on the\n\nrisks from Lockheed\u2019s current contracts (including its fixed-price contracts) and whether the\n\nCompany is \u201ctoggling back more towards less risky programs.\u201d In response, Defendant Malave\n\ndownplayed any risks from ongoing contracts and falsely assured investors that the Company was\n\nadequately assessing risks. Specifically, Defendant Malave stated:\n\n The other thing that we\u2019re \u2013 just to talk about what we\u2019re thinking about\n contractually, and Jim has really led the way here, is that we just are\n employing a lot more pricing discipline than we have more recently. And\n we\u2019re looking at things and ensuring that it\u2019s just a more analytical\n support for the way we approach pricing, that we capture any types of\n technological advantages that we may have. Also, as we make an\n assessment of risk, the contracting vehicles appropriate to that risk, but\n that our pricing accounts for that risk as well. And so that\u2019s the way we\u2019ve\n been approaching things for really this year going into 2024, and I\u2019ll hand\n it over to Jim.\n\n 97. Analysts then followed up to determine how Lockheed\u2019s purportedly \u201canalytical\u201d\n\napproach to pricing and assessing risk would relate to risks from the Company\u2019s classified MFC\n\n\n\n 30\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 36 of 96\n\n\n\n\nand Aeronautics Programs. For example, during the Company\u2019s earnings call on January 23, 2024,\n\nan analyst from Jefferies asked about how the MFC Program would impact the Company\u2019s\n\nmargins. In response, Defendant Malave stated that that the Company was \u201ckeeping a tight lid on\n\noverhead and indirect costs.\u201d\n\n 98. Similarly, on February 14, 2024, during the TD Cowen Aerospace & Defense\n\nConference, Defendant Malave further misled investors about the Company\u2019s control over cost-\n\nrelated risks. During the conference, the moderator asked about \u201cany [] programs that . . . are sort\n\nof in the watch category, that you\u2019re nervous about, that could come?\u201d In response, Defendant\n\nMalave stated that \u201cthe classified program at Aeronautics, which has fixed-price development to\n\nit, that\u2019s always a watch item for us.\u201d However, Defendant Malave then claimed that \u201cwe continue\n\nto monitor that one pretty closely\u201d and downplayed any future risks of losses from the Aeronautics\n\nProgram, merely stating there was a \u201cpossibility that a risk can surface there because it is fixed-\n\npriced development.\u201d Defendant Malave echoed this sentiment for the MFC Program and plainly\n\nstated the Company was \u201cnot aware of any other contracts that are below the surface [] that\n\nwould cause any material issues.\u201d\n\n 99. Taken together, Defendant Malave\u2019s statements on January 23, 2024 and February\n\n14, 2024 were materially false and misleading because they led investors to believe that\n\nDefendants were closely monitoring cost risks, especially within riskier fixed-price contracts, and\n\nthat Lockheed\u2019s internal monitoring of those risks were adequate, when in reality, Defendant\n\nMalave knew\u2014or was reckless in not knowing\u2014that Lockheed had inadequate cost analysis and\n\nrisk management procedures to manage costs and accurately identify and realize cost-related risks\n\nassociated with the programs.\n\n\n\n\n 31\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 37 of 96\n\n\n\n\n 100. As Defendants later admitted at the end of the Class Period, the Company\u2019s risk-\n\nidentification processes during that time failed to address escalating cost overruns and loss\n\nexposure. Indeed, it was only after disclosing billions in cost overruns that Defendants announced\n\nthey were finally implementing a \u201ccomprehensive risk identification and corrective action plan\u201d\n\nin order to \u201cimprove the performance and oversight of th[e] program.\u201d This admission\n\ndemonstrates that, contrary to Defendant Malave\u2019s statement, Lockheed did not have adequate\n\noversight processes in place at the time for these programs and did not have \u201ca tight lid on . . .\n\ncosts\u201d from these programs.\n\n 101. FE accounts corroborate that Lockheed lacked sufficient procedures to assess,\n\nmanage, and mitigate cost issues from the classified programs prior to and throughout the Class\n\nPeriod. For example, according to FE-1, the \u201cbig\u201d contract for the MFC program at issue was\n\nawarded in approximately 2018 and the program was expected to run for more than ten years. FE-1\n\nrecalled that at the time she joined the program in 2019, there were already discussions about\n\nimplementing redesigns to lower the per unit cost to mitigate the possible costs. FE-1 noted that\n\nlosses on the program were becoming \u201cincreasingly likely\u201d in early 2024. According to FE-1, the\n\nCompany had \u201crun out of time\u201d to implement design changes and the process of changing\n\nqualifications on a contract takes time and is \u201cextremely expensive.\u201d\n\n 102. In FE-2\u2019s opinion, contract proposals were never accurate, and certain contracts\n\nwere negotiated improperly. She suggested that they were thrown together quickly to \u201chelp the\n\nfinancial numbers\u201d and that there was no due diligence done to ensure that the Company could\n\nsuccessfully complete the contract. FE-2 went on to suggest that contracts were taken in order to\n\ninflate numbers and to boost bonuses. FE-2 explained that many of the contracts ended up being\n\nover cost and behind schedule.\n\n\n\n\n 32\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 38 of 96\n\n\n\n\n 103. FE-2 recalled that if a contract was expected to be a loss, it was presented to\n\nmanagement. They would discuss how they wanted to \u201cmanipulate or massage the numbers.\u201d In\n\nher opinion, Lockheed tried to make it look like they had everything under control and would\n\n\u201csweep things under the rug.\u201d\n\n E. Defendants Continued to Downplay the Risk of Losses from the MFC\n Program Despite Mounting Cost Challenges\n\n 104. By the start of the Class Period, the MFC and Aeronautics Programs had been\n\npending for years. Therefore, had Defendants implemented adequate monitoring and controls, they\n\nwould have possessed detailed program-level cost data, clear visibility into execution challenges,\n\nand a reliable basis for assessing whether costs could be recovered under the applicable fixed-price\n\ncontracts. Nevertheless, despite their lack of oversight into these contracts, Defendants recklessly\n\ndownplayed the risk of losses from both programs throughout the Class Period and told investors\n\nthat the MFC Program would lose at most $325 million in 2024.\n\n 105. For example, on April 23, 2024, in connection with the Company\u2019s first quarter\n\n2024 results, Lockheed disclosed a $100 million reach-forward loss associated with the MFC\n\nProgram. At that time, Defendant Malave stated that the Company expected to incur an additional\n\n$225 million in losses in the second half of 2024, indicating that total losses attributable to the\n\nMFC Program in 2024 would be approximately $325 million. Defendants further explained that\n\nadditional lifetime losses for the remainder of the MFC Program (over the next several years) could\n\nreach upwards of $1 billion in years following 2024, bringing total lifetime losses on the MFC\n\nProgram\u2019s contract to approximately $1.3 billion over the next several years of contract\u2014thereby\n\ndescribing the expected financial impact as occurring primarily in future years after 2024.\n\n 106. However, the likelihood of significant losses in the MFC Program was known\n\ninternally well before the April 23, 2024 announcement of a $100 million loss recorded in the first\n\n\n\n 33\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 39 of 96\n\n\n\n\nquarter 2024. For example, FE-1 recalled that it was a \u201cknown likelihood\u201d losses would occur\n\n\u201cmany months\u201d prior to the April 2024 announcement.\n\n 107. Indeed, the MFC Program was plagued by cost challenges from the outset that\n\ncalled into question the program\u2019s financial viability. For example, FE-1 recalled that at the time\n\nshe joined the program in 2019, there were already discussions about implementing redesigns to\n\nlower the per unit cost to mitigate the possible costs. FE-1 further recalled a \u201cpoor business\n\ndecision\u201d that was made in 2021 by the VP responsible for the program at that time. FE-1 explained\n\nthat he had made the decision to not pursue design changes when they would have been \u201cmost\n\nhelpful.\u201d FE-1 recalled bringing design changes to this VP and being told to \u201cput them on the\n\nshelf.\u201d FE-1 further recalled that these design changes were later \u201cpicked up\u201d but at that point it\n\nwas too late to fully implement them.\n\n 108. Similarly, according to FE-3, the schedules for the classified MFC program were\n\n\u201cchallenging from the get-go\u201d and management was \u201cmaking moves\u201d to bring the Company\u2019s\n\n\u201cbest and brightest\u201d onto the program in approximately 2020. FE-3 recalled that she was\n\n\u201cconfident\u201d there were concerns around the uncertainty of the program and its financial viability\n\nat this time. FE-3 added that senior management was aware of these issues around the program at\n\nleast as early as 2020.\n\n F. Defendants Misled Investors About the F-35 Program\n\n 109. Lockheed\u2019s oversight failures were not limited to the classified MFC and\n\nAeronautics Programs during the Class Period. At the same time, the F-35 Program was beset by\n\nexecution and cost failures stemming from Lockheed\u2019s inability to timely and effectively\n\nimplement the mandatory TR-3 upgrade.\n\n 110. Prior to the start of the Class Period, Lockheed failed to achieve TR-3 software\n\nmaturity and certification, resulting in nearly year-long delivery delays for Lots 15-17 and costs\n\n\n 34\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 40 of 96\n\n\n\n\nexceeding contract pricing assumptions. These rising costs were caused by Defendants\u2019 failure to\n\nmanage and implement the TR-3 upgrade. Indeed, total F-35 Program costs increased from\n\napproximately $442 billion in December 2022 to $485 billion in December 2023\u2014an increase of\n\nnearly $43 billion, or about 10% in a single year\u2014which was mostly attributable to rising TR-3\n\nsoftware development costs.\n\n 111. Moreover, these escalating program-level cost pressures further heightened the\n\npotential financial impacts posed by Defendants\u2019 inability to implement the TR-3 upgrade. Most\n\nnotably, Defendants\u2019 failure to implement the TR-3 in Lots 15-17 caused the JPO to refuse to\n\naccept new aircraft deliveries for over a year (until July 2024), which complicated and delayed\n\ncontract negotiations with the government over Lot 18 and 19 because the two sides could not\n\nagree on the relevant costs for the new project. Moreover, the JPO even withheld payments while\n\ndelivery certification issues persisted, making negotiations on future contract terms and pricing\n\nmore intricate. These problems caused significant delay over the Lot 18 and 19 contract and meant\n\nthat Lockheed would be unable to recognize certain revenue until the Lot 18 and 19 contract was\n\nfinalized, a known and material risk to Lockheed\u2019s ability to recognize a critical revenue stream\n\nin 2024.\n\n 112. Nevertheless, Defendants touted the F-35 Program and blindly told investors that\n\nthe Lot 18 and 19 contract would still be awarded in 2024. For example, on July 23, 2024,\n\nDefendant Malave knowingly or recklessly told investors that Lockheed still \u201cexpect[ed] F-35 Lot\n\n18 and 19 to be awarded this year, maintaining program funding, and continuity.\u201d\n\n 113. However, this was false and misleading when made because it concealed material\n\nadverse facts regarding the F-35 Program that posed a significant risk that the program\u2019s funding\n\nand continuity would be disrupted. Specifically, Defendants failed to disclose that the operational\n\n\n\n\n 35\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 41 of 96\n\n\n\n\nand cost issues caused by the TR-3 upgrade and Lockheed\u2019s inability to address such cost issues\n\nhad already strained Lockheed\u2019s relationship with the U.S. government and delayed negotiations\n\nfor the Lot 18 and 19 contract, which would delay funding and cause material financial harm to\n\nthe Company\u2019s 2024 profitability. Indeed, at this time, Lockheed still had not delivered any\n\ncombat-ready F-35 aircraft with the TR-3 upgrade, which complicated pricing discussions around\n\nthe Lot 18 and 19 contract and significantly delayed the award. Accordingly, by highlighting\n\ncontinued program funding and continuity, Defendant Malave presented a misleadingly positive\n\npicture of the F-35 Program.\n\n G. The Truth Was Partially Revealed on October 22, 2024\n\n 114. Before the market opened on October 22, 2024, Lockheed announced that the\n\nCompany was forced to incur higher than expected costs within its Aeronautics segment,\n\nspecifically related to the classified Aeronautics Program and F-35 Program.\n\n 115. First, with respect to the F-35 Program, despite previously touting the resumed\n\ndelivery of F-35 aircraft and assurances that the Lot 18 and 19 contract would be awarded that\n\nyear, Lockheed disclosed that contract negotiations for Lot 18 and 19 had stalled, and the DoD\n\nwould not award the final contract in 2024. Specifically, due to rising costs, Lockheed announced\n\nthat negotiations with the DoD regarding the finalization of Lots 18-19 were materially delayed,\n\nand as a result, Defendants would not be able to recognize revenue until the contracts were\n\nfinalized.\n\n 116. Given the delay in receiving the finalized contract, the Company was unable to\n\nrecognize revenue and profit on approximately $400 million in costs incurred on the program, with\n\nat least an additional $300 million worth of impact across the supply chain. Moreover, the F-35\n\nProgram saw $450 million less in sales because the Company was unable to invoice and receive\n\ncash from the U.S. government due to the ongoing negotiations.\n\n\n 36\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 42 of 96\n\n\n\n\n 117. Defendants\u2019 disclosure of the cost overrun-driven contract delays and ongoing TR-\n\n3 issues with the F-35 Program sparked substantial concern among investors and market\n\nparticipants. For example, an analyst from Bernstein Research also wrote that the \u201cmost negative\n\nresult\u201d announced in the disclosure \u201cwas a miss in Aeronautics due to F-35, driven by delays in\n\nauthorization on Lot 18/19 contracts and ongoing TR3 issues.\u201d\n\n 118. Second, Lockheed disclosed that the Company was forced to incur losses of $80\n\nmillion on the Aeronautics Program due to \u201chigher than anticipated costs to achieve program\n\nobjectives.\u201d Analysts were surprised\u2014and concerned\u2014by the $80 million charge to the\n\nAeronautics Program. Deutsche Bank Research wrote that the $80 million loss due to the classified\n\nAeronautics Program was inconsistent with their expectations and will drive \u201csome incremental\n\nconcern on our part going forward.\u201d\n\n 119. On this news, shares of Lockheed\u2019s common stock declined $37.63 per share, or\n\nmore than 6%, from a closing price of $614.61 on October 21, 2024, to a closing price of $576.98\n\non October 22, 2024.\n\n H. Defendants Doubled Down on Their Fraudulent Statements as Their Fraud\n Continued to Unravel\n\n 120. Defendants sought to quell investor concern stemming from the shocking\n\nannouncement of cost overruns causing significant losses. Specifically, on October 22, 2024,\n\ndespite knowing that cost overruns were going to be significantly higher in the MFC Program,\n\nDefendant Malave reaffirmed previous statements regarding losses in the MFC Program, stating\n\nthat Lockheed still expected additional 2024 losses on the MFC Program of \u201cabout $225 million,\u201d\n\nwith total 2024 losses of $325 million.\n\n 121. When pressed by analysts as to what they should expect for 2025 regarding the\n\nMFC Program, Defendant Malave affirmed prior statements that any further losses would be\n\n\n\n 37\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 43 of 96\n\n\n\n\nspread across the next several years of the project, stating: \u201c[a]s far as 2025, a baseline assumption\n\nwould be that we \u2013 you go from $325 million to anywhere between, say, $250 million to $300\n\nmillion in losses in 2025, assuming a one-per-year type of framework.\u201d\n\n 122. Defendants\u2019 false statements grew bolder thereafter. For instance, during an\n\nindustry conference on December 3, 2024\u2014less than a month out from the end of 2024\u2014\n\nDefendants were pressed by analysts regarding potential favorable margin expansion in the MFC\n\nsegment. Defendant Malave in no uncertain terms responded that the MFC segment would actually\n\nbenefit from lower losses from the MFC Program, describing it as a \u201ctailwind\u201d: \u201cWe\u2019ll also should\n\nget a benefit from lower losses from the MFC classified program that we\u2019re under \u2013 we\u2019re\n\ndelivering out now. And so that will give us a little bit [of a] tailwind.\u201d\n\n 123. In other words, throughout 2024\u2014and as late as December 2024\u2014Defendants told\n\ninvestors that losses on the MFC Program would not exceed $325 million for the full year, and\n\nthat future losses would be spread over future years. Indeed, Defendants plainly stated that future\n\nlosses in the MFC Program would be less than those incurred in 2024 (i.e., less than $325 million),\n\nleading investors to believe that the $325 million loss in 2024 would be the worst of the charges.\n\nFurther, Defendants fraudulently stated that the MFC Program would increase margins within the\n\nMFC segment because of these purportedly lower losses, referring to the current situation as a\n\n\u201ctailwind,\u201d i.e., something that would benefit the Company.\n\n 124. Such statements were materially false and misleading when made because they\n\nassured investors that losses on the MFC Program were limited, predictable, and declining, when\n\nin reality, Defendants either knew or were severely reckless in not knowing that Lockheed lacked\n\nadequate cost-assessment and monitoring processes to reliably quantify or contain mounting cost\n\noverruns. By presenting the program as a source of improving margins and a \u201ctailwind,\u201d\n\n\n\n\n 38\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 44 of 96\n\n\n\n\nDefendants concealed that the magnitude and timing of losses were materially uncertain and\n\nuncontained due to unresolved execution challenges and deficient cost controls and oversight,\n\nrendering their assurances misleading.\n\n 125. Defendants\u2019 statements regarding the MFC Program shaped analyst and investor\n\nexpectations throughout the Class Period. With no intervening disclosures to suggest otherwise,\n\nanalysts continued to rely on Defendants\u2019 representations that the MFC Program would lose $325\n\nmillion in 2024.7 That reliance persisted into mid-January 2025 (shortly before the truth regarding\n\nthe MFC Program would be revealed). On January 14, 2025, analysts at Truist Securities stated\n\nthat their models incorporated a $225 million charge in the fourth quarter, with additional losses\n\npotentially occurring over subsequent years. On January 15, 2025, analysts at UBS similarly\n\nconfirmed that they had baked a $225 million MFC charge into their models: \u201c[w]e model a 7.7%\n\nMFC margin reflecting the next classified charge of $225mn.\u201d\n\n I. The Truth Regarding the MFC and Aeronautics Programs Was Further\n Partially Revealed on January 28, 2025\n\n 126. Although Defendants had spent all year telling investors the MFC Program would\n\nonly lose $325 million in 2024\u2014including as late as December 2024\u2014Defendants shocked\n\ninvestors shortly thereafter, on January 28, 2025, when they announced that the Company was\n\nforced to recognize a staggering $1.3 billion charge on the MFC Program. Making matters worse,\n\nDefendants also abruptly announced that Lockheed had recorded a charge of $410 million on the\n\nAeronautics Program\u2014massive, unexpected losses that Defendants never warned of.\n\n\n\n\n7\n For example, Bernstein Research reports issued between May and July 2024 reflected models\nassuming total 2024 losses of $325 million in the MFC Program, explicitly noting that only $100\nmillion had been recognized to date. As late as October 23, 2024, analysts at Morgan Stanley\nResearch reported that they anticipated an incremental $225 million charge in the fourth quarter,\nbringing total 2024 losses to approximately $325 million, consistent with Defendants\u2019 statements\n\n\n 39\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 45 of 96\n\n\n\n\n 127. Together, the losses in the classified MFC and Aeronautics Programs significantly\n\nreduced the Company\u2019s 2024 operating profitability and margins. The MFC segment was the most\n\nimpacted\u2014its operating profit fell from $1.54 billion in 2023 to $413 million in 2024 (a 73%\n\ndecline), and its operating margin collapsed from 13.7% to 3.3%\u2014because of the charges in the\n\nclassified MFC Program. The Aeronautics segment was similarly impacted\u2014its operating profit\n\ndeclined from $2.83 billion in 2023 to $2.52 billion in 2024, and its operating margin fell from\n\n10.3% to 8.8%\u2014because of the losses in the classified Aeronautics Program.\n\n 128. Given Defendants\u2019 previous misrepresentations, including Defendant Malave\u2019s\n\nfalse and misleading statement from a month earlier that the MFC charges would be $325 million\n\nfor full-year 2024, the charges in the MFC and Aeronautics Programs blindsided and shocked\n\nanalysts. For example, an analyst at Morgan Stanley wrote that \u201cclassified program losses at\n\nAeronautics and [MFC] largely took investors by surprise\u201d because the magnitude of potential\n\nlosses had not been disclosed \u201cto this extent.\u201d An analyst from RBC echoed this sentiment that\n\n\u201c[t]he 4Q24 results reflect larger-than-expected losses in MFC and Aeronautics.\u201d Analysts at JP\n\nMorgan flagged that the Q4 charge to the MFC Classified Program vastly exceeded their $225\n\nmillion expectation. They wrote that the \u201cbooked charges\u201d resulted in a \u201c$1.3b charge vs the\n\n$225m in our model,\u201d and \u201cthe part of the MFC Classified Missile Program charge that was not\n\nanticipated in Q4\u201d and the loss in the Aeronautics Program \u201cwas not in our model at all.\u201d\n\n 129. As a direct and proximate result of this partial corrective disclosure, shares of\n\nLockheed common stock declined $46.24 per share, over 9%, from a closing price of $503.69 on\n\nJanuary 27, 2025 to a closing price of $457.45 per share on January 28, 2025, thereby removing\n\nsome artificial inflation from the price of Lockheed common stock.\n\n\n\n\n 40\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 46 of 96\n\n\n\n\n J. Defendants Continued Misleading Investors About Losses in the Aeronautics\n Program\n\n 130. In a misguided attempt to soften market sentiment regarding the staggering\n\nannouncement of losses across the MFC and Aeronautics Programs, Defendant Taiclet\n\nmisleadingly assured investors that these charges in 2024 allowed Lockheed to \u201cderisk the\n\nfinancial profile \u2026 going forward.\u201d Regarding the Aeronautics Program specifically, Defendant\n\nMalave stated: \u201cwe have significantly de-risked this program and significantly reduced the risk\n\nof future charges.\u201d\n\n 131. Analysts took Defendant Malave\u2019s reassuring representations at face value,\n\nconcluding that Lockheed had successfully de-risked the business. For example, analysts at RBC\n\nstated that \u201c[w]hile we can appreciate that this likely caught investors by surprise, we expect the\n\nfinancial profiles of these two classified programs to be largely de-risked, providing a cleaner setup\n\ngoing forward.\u201d Analysts at Truist Securities were also comforted by the representations, stating\n\nthat \u201cLMT is now confident the programs are de-risked going forward.\u201d\n\n 132. Defendants\u2019 fraudulent narrative concerning the Aeronautics Program continued on\n\nFebruary 13, 2025. On that date, Defendant Malave assured analysts and investors at an industry\n\nconference that the ameliorative steps taken by the Company provided Defendants with enhanced\n\nvisibility into the Aeronautics Program, and that any issues related to costs were \u201cwell-contained,\u201d\n\nstating: \u201cI think the combination of taking a more conservative approach on the losses or the\n\ncost as well as bringing in these additional resources, adding the continuous monitoring to the\n\nprogram, we feel like we\u2019ve got it pretty well-contained.\u201d\n\n 133. Defendant Malave\u2019s statement had the effect of comforting analysts, thereby\n\nsoftening the blow of the significant losses in the fourth quarter of 2024 and leading investors to\n\nbelieve that the worst was behind the Aeronautics Program. For example, analysts at TD Cowen\n\n\n\n 41\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 47 of 96\n\n\n\n\nResearch stated that \u201cq4 was a \u2018cleanup\u2019 period\u201d and analysts at Barclays stated that Lockheed:\n\n\u201cWipes Slate Clean with . . . MFC Charge.\u201d\n\n 134. However, as set forth herein, Defendants\u2019 statements regarding the containment of\n\nfuture losses in the Aeronautics Program were false and misleading when made. In reality,\n\nLockheed\u2019s cost-related problems were not \u201cwell-contained\u201d or behind the Company, and\n\nLockheed would soon declare nearly a billion dollars more in losses on the Aeronautics Program\n\nin 2025, which fact was known to, or recklessly disregarded by Defendants.\n\n 135. Indeed, just weeks after making the foregoing false and misleading statements\n\nabout the Company\u2019s \u201ccontrol\u201d over cost issues in the Aeronautics Program, Lockheed announced\n\nthe surprise resignation of Defendant Malave on April 17, 2025.\n\n K. In the Midst of Massive Losses and Internal Failures, Defendant Malave\n Abruptly Resigned\n\n 136. Despite his positive statements to investors about Lockheed\u2019s control over costs\n\nand future losses, continuing internal turmoil led to the sudden departure of Defendant Malave on\n\nApril 17, 2025. This resignation suspiciously came on the heels of Lockheed\u2019s two disclosures to\n\ndate: taking charges of $1.3 billion in the MFC Program, losses of approximately $500 million in\n\nthe Aeronautics Program, and hundreds of millions of dollars of financial impacts in the F-35\n\nProgram. The timing of Defendant Malave\u2019s resignation is further suspicious based on his\n\nstatements just weeks earlier that all charges related to fixed-price losses had been \u201cwell-\n\ncontained.\u201d\n\n 137. Finally, as explained below, when the full truth was revealed, the Company\u2019s new\n\nCFO, Evan Scott, stated that he had to improve Lockheed\u2019s program management controls and\n\n\u201cincreas[e] oversight\u201d into the problems that plagued the Company during Defendant Malave\u2019s\n\ntenure.\n\n\n\n 42\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 48 of 96\n\n\n\n\n L. The Full Truth Was Revealed on July 22, 2025\n\n 138. On July 22, 2025, the full truth emerged when Lockheed incurred losses multiples\n\nlarger than previously disclosed within the Aeronautics Program. Although Defendants initially\n\nminimized problems within the Aeronautics division by attributing quarterly charges to timing\n\nissues and told investors that they had \u201cde-risked\u201d the Aeronautics Program, investors learned the\n\nfull truth when, on July 22, 2025, Lockheed surprisingly disclosed an additional, massive $950\n\nmillion loss in the Aeronautics Program\u2014revealing that, contrary to Defendants\u2019 previous\n\nstatements, the Company had not \u201cde-risked\u201d the program and did not have the cost-related risks\n\n\u201ccontained.\u201d\n\n 139. On this day, Defendants admitted that \u201cthe losses on this classified program are\n\nsignificant\u201d and, as a result, Lockheed was finally taking corrective action. Specifically, during the\n\nearnings call, Mr. Evan Scott, who had just taken over for Defendant Malave as the Company\u2019s\n\nCFO, admitted that the Company was going to improve on the significant deficiencies in the\n\nCompany\u2019s cost analysis and risk management processes and procedures. Specifically, Mr. Scott\n\nstated:\n\n [A]s I\u2019ve stepped into the CFO role, we\u2019ve added rigor to our existing\n program management controls and processes[, e]ngaging subject matter\n experts from across the corporation, holding regular independent review\n teams and increasing oversight[, ]especially in cases where there are known\n technical complexities, contractual nuances and other unique execution\n challenges.\n\n 140. Further, Defendant Taiclet and Mr. Scott admitted that the process enhancements\n\nwere needed \u201cacross the portfolio,\u201d not just in the Aeronautics Program, by announcing the\n\nfindings from their \u201ccomprehensive risk identification and corrective action plan\u201d would be shared\n\nCompany-wide to \u201censure [Lockheed\u2019s] risk identification and mitigation efforts are optimized\n\nacross [its] portfolio.\u201d\n\n\n\n 43\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 49 of 96\n\n\n\n\n 141. These measures\u2014which Defendants acknowledged had not previously been in\n\nplace\u2014included: (i) more comprehensive reviews of actual program performance against key\n\nassumptions embedded in estimates to complete; (ii) more continuous monitoring of technical\n\nmilestones; (iii) the deployment of additional external technical resources; (iv) the engagement of\n\nsubject-matter experts to address identified risk areas; and (v) the adoption of automated testing\n\nprocedures to accelerate risk detection and remediation.\n\n 142. The nature and breadth of the remedial actions Defendants announced\u2014only after\n\nbillions of dollars in losses had been disclosed\u2014demonstrate that the deficiencies in the\n\nCompany\u2019s oversight of costs and fixed-price risks were systemic and existed during the Class\n\nPeriod, rendering Defendants\u2019 contemporaneous assurances regarding effective risk management\n\nand cost containment materially false and misleading when made.\n\n 143. By publicly characterizing these reforms as necessary to \u201coptimize\u201d risk\n\nidentification, oversight, and mitigation, Defendants effectively conceded that Lockheed\n\npreviously lacked adequate systems and controls to timely identify, quantify, and respond to\n\nescalating cost risks in its most complex programs. Defendants\u2019 belated adoption of these controls\n\nconstitutes a compelling admission that the processes in place during the Class Period were\n\nmaterially inadequate.\n\n 144. Investors were shocked and outraged by this surprise disclosure of nearly $1 billion\n\nmore in losses after Defendants\u2019 previous statements assuring investors that the Company had\n\ncontrol over the program after the surprising $555 million loss taken in the fourth quarter 2024.\n\n 145. Indeed, the analyst reaction during the earnings call on July 22, 2025 confirms that\n\nanalysts (and investors) were furious with Defendants for their previous false and misleading\n\nstatements claiming they had \u201cde-risked\u201d the Aeronautics program. For example, an analyst from\n\n\n\n\n 44\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 50 of 96\n\n\n\n\nWolfe Research bluntly asked Defendants, \u201cwhy should investors feel at all comfortable that\n\nyou\u2019ve de-risked the problem programs, particularly the aero[nautics] classified one.\u201d Then, after\n\nDefendant Taiclet tiptoed around the Wolfe Research analyst\u2019s question, an analyst from Bank of\n\nAmerica followed up and asked: \u201cJust a quick follow-on to [Wolfe Research\u2019s] question, because\n\nI don\u2019t think you answered it. Why did it take $1 billion charges to change the way you\u2019re\n\nreviewing this thing?\u201d\n\n 146. Following this call, analysts issued scathing reports further demonstrating that the\n\nmarket was reacting to the relevant truth being exposed. For example, analysts at TD Cowen\n\nexplained that investors were shocked given Defendants\u2019 previous statements that they had \u201cde-\n\nrisked\u201d the Aeronautics Program. Specifically, TD Cowen stated, \u201c[u]nfortunately, the Q2 charges\n\n(especially on the classified Aero program), after what investors perceived to be a \u2018clean-up\u2019\n\nQ4:24, moves LMT to an operational \u2018show me\u2019 story, in our view.\u201d\n\n 147. Given these revelations, analysts lost all confidence in Lockheed and Defendants,\n\nwho had previously misled investors about Lockheed\u2019s cost-related risk of losses. For example,\n\nRBC stated, \u201cLMT recorded a ($950) [million] loss on a classified Aero program . . . . Management\n\nbelieves its program review process is more detailed after changes made since program losses in\n\n4Q24. However, we believe the 2Q25 losses were significantly worse than expected, and we\n\nbelieve lower confidence in LMT\u2019s ability to execute will weigh on the stock.\u201d\n\n 148. As a direct and proximate result of this corrective disclosure, shares of Lockheed\n\ncommon stock declined another $49.79 per share, or more than 10%, from a closing price of\n\n$460.53 on the prior trading day of July 21, 2025 down to a closing price of $410.11 per share on\n\nJuly 22, 2025, thereby removing the artificial inflation in the price of Lockheed common stock.\n\n\n\n\n 45\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 51 of 96\n\n\n\n\nV. DEFENDANTS\u2019 MATERIALLY FALSE AND MISLEADING STATEMENTS\n AND OMISSIONS DURING THE CLASS PERIOD 8\n\n A. January 23, 2024 \u2013 Q4 2023 Earnings Call\n\n 149. The Class Period starts on January 23, 2024. On that day, the Defendants held an\n\nearnings call with analysts and investors to discuss the Company\u2019s fourth quarter 2023 results.\n\nDuring the call, analysts queried Defendants regarding how Lockheed\u2019s ongoing government\n\ncontracts would impact its margins. For example, an analyst from Citi Research asked Defendants\n\nfor an update on the risks from Lockheed\u2019s current contracts (including its fixed-price contracts)\n\nand whether the Company is \u201ctoggling back more towards less risky programs.\u201d\n\n 150. In response, Defendant Malave downplayed any risks from ongoing contracts and\n\ntouted to investors the Company\u2019s pricing discipline and risk procedures. Specifically, Defendant\n\nMalave stated:\n\n The other thing that we\u2019re \u2013 just to talk about what we\u2019re thinking\n about contractually, and Jim has really led the way here, is that we\n just are employing a lot more pricing discipline than we have more\n recently. And we\u2019re looking at things and ensuring that it\u2019s just a\n more analytical support for the way we approach pricing, that we\n capture any types of technological advantages that we may\n have. Also, as we make an assessment of risk, the contracting\n vehicles appropriate to that risk, but that our pricing accounts for\n that risk as well. And so that\u2019s the way we\u2019ve been approaching\n things for really this year going into 2024, and I\u2019ll hand it over to\n Jim.\n\n 151. Then, in response to the same question, Defendant Taiclet also downplayed the\n\nrisks from ongoing classified contracts and that Lockheed had already been monitoring fixed-price\n\n\n\n8\n Lead Plaintiffs allege that the statements highlighted in bold and italics within this section were\nknowingly and materially false and misleading and/or omitted to disclose material information of\nwhich Defendants were aware or were reckless in not knowing. As alleged herein, such statements\nartificially inflated or maintained the price of Lockheed\u2019s publicly traded common stock and\noperated as a fraud or deceit on all persons and entities that purchased common stock during the\nClass Period.\n\n\n 46\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 52 of 96\n\n\n\n\nrisks by \u201cmatching the pricing and the risk profile within our company.\u201d Specifically, Defendant\n\nTaiclet stated:\n\n Yeah. Sure, Jay. So, look, there\u2019s a near-term and a long-term approach that\n we\u2019re taking to government contracting with industry. And the near-term\n piece of it is a lot of what Jay [Malave] just described, really matching the\n pricing and the risk profile within our company, I\u2019ll say. And I don\u2019t know\n what other companies are doing or how they\u2019re making their decisions. But\n we\u2019ve recognized, and I\u2019ve said to our senior customer base, look, we\u2019re in\n a monopsony environment here, meaning there\u2019s a single buyer for the most\n part for almost everything that we make or Boeing Defense makes or\n General Dynamics makes.\n\n And to, I guess, the government\u2019s credit in a way, they\u2019ve been taking\n advantage of that monopsony power, if you will, over the industry. And\n what\u2019s happened as a result of that over the last number of years or even\n decades is you have lots of programs which are over cost, cost overruns,\n right? Whether fixed price or cost plus. And you have schedule delays,\n because what that monopsony environment can do is give so much power\n to the buyer that some of the competitors feel that there are must-win\n programs for them that they will take tremendous risk on cost and pricing\n and tremendous cost on the ability to technically deliver these capabilities.\n\n So, when you multiply those two risks together, you get a lot of cost\n overruns, a lot of schedule delays, programs reviewed by Congress, et\n cetera. So I\u2019ve been advocating in the near-term and certainly implementing\n with our company, we don\u2019t have any must-win programs at Lockheed\n Martin anymore. If we have a good business opportunity with a balanced\n price risk profile, we will bid. If not, we will not bid. If we hit our limit\n parameters, we won\u2019t go beyond those. A competitor may win. So be it.\n\n 152. Defendants\u2019 statements in \u00b6\u00b6150-51 were materially false and misleading because,\n\nin response to a question about the current risks from fixed-price contracts, Defendants created the\n\nmisleading impression that Lockheed had adequate procedures in place to assess and monitor\n\nmaterial contract risks, including through disciplined, selective pricing, and that as a result, the\n\nCompany\u2019s existing contract portfolio reflected a balanced and controlled risk profile. These\n\nstatements suggested to investors that Lockheed\u2019s financial results were not meaningfully exposed\n\n\n\n\n 47\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 53 of 96\n\n\n\n\nto fixed-price or high-risk contracts and that the Company had effectively avoided the types of\n\ncost overruns and margin erosion affecting its peers.\n\n 153. In reality, and known to or recklessly disregarded by Defendants at the time,\n\nLockheed lacked sufficiently rigorous cost analysis and risk management procedures necessary to\n\ntimely detect and respond to escalating cost pressures and fixed-price risks. As Defendants would\n\nlater admit, the Company\u2019s risk-identification processes during that time failed to address\n\nescalating cost overruns and loss exposure. Indeed, it was only after disclosing billions in cost\n\noverruns that Defendants announced they were finally implementing a \u201ccomprehensive risk\n\nidentification and corrective action plan\u201d in order to \u201cimprove the performance and oversight of\n\nth[e] program.\u201d This admission demonstrates that, contrary to Defendants\u2019 statements, Lockheed\n\ndid not have adequate cost analysis and risk management procedures.\n\n 154. Moreover, unbeknownst to investors, Lockheed\u2019s lack of oversight into cost risks\n\nmeant the Company remained materially exposed to substantial, quantifiable fixed-price risk\n\narising from the legacy contracts in the classified MFC and Aeronautics Programs. These programs\n\nwith fixed-price contracts were already experiencing execution challenges, cost pressure, and\n\nschedule risk that made future losses not merely possible, but foreseeable and imminent. The\n\ngeneralized discussion of improved pricing discipline and risk-matched bidding was a materially\n\nmisleading half-truth insofar that it omitted the critical fact that these legacy contracts continued\n\nto dominate Lockheed\u2019s risk profile and posed an ongoing threat to margins, earnings, and cash\n\nflow.\n\n 155. Because Defendants touted their risk-adjusted and conservative approach to\n\nbidding, they had a duty to disclose material facts necessary to make their statements not\n\nmisleading yet failed to do so. Defendants\u2019 statements reassured investors that Defendants had\n\n\n\n\n 48\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 54 of 96\n\n\n\n\nadequate cost analysis and risk management procedures and diverted investor attention away from\n\nthe immediate and known risks embedded in Lockheed\u2019s existing contract portfolio. Accordingly,\n\nDefendants\u2019 statements falsely reassured investors regarding Lockheed\u2019s contract risk profile and\n\nmargin sustainability, while concealing known adverse facts about legacy programs that were\n\nreasonably likely to result in substantial losses, rendering the statements materially false and\n\nmisleading when made.\n\n 156. During the same earnings call, on January 23, 2024, a Jefferies analyst asked a\n\nquestion about how the MFC Program in particular would impact the Company\u2019s margins. In\n\nresponse, Defendant Malave downplayed the risks from the classified MFC Program and stated:\n\n\u201cIn general, across all of Lockheed Martin, . . . we\u2019re just keeping a tight lid on overhead and\n\nindirect costs and streamlining that cost structure where the opportunities exist.\u201d\n\n 157. However, Defendant Malave\u2019s statement in \u00b6156 was false and misleading because\n\nLockheed was not \u201ckeeping a tight lid on . . . costs,\u201d but rather, the Company had inadequate cost\n\nanalysis and risk management procedures to manage costs and accurately identify and realize cost-\n\nrelated risks associated with the two programs. Defendant Malave\u2019s statement was also false and\n\nmisleading because it conveyed to investors that Defendants had visibility into and control over\n\nthe cost risks from legacy contracts (including the classified MFC and Aeronautics Programs),\n\nwere actively monitoring these programs, and had largely mitigated the risk of material losses\u2014\n\nthereby materially understating the Company\u2019s true risk exposure and misleading investors as to\n\nthe actual and known risks from the classified MFC and Aeronautics Programs.\n\n 158. Moreover, Defendants knew, but failed to disclose, that the MFC Program had\n\nalready entered a fixed-price phase in which Lockheed would bear substantially increased cost\n\nrisk, making future losses not merely possible, but certain to occur in the very same period that\n\n\n\n\n 49\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 55 of 96\n\n\n\n\nDefendants were speaking in. Thus, Defendant Malave\u2019s statement was materially misleading\n\nbecause it failed to disclose the material fact that the MFC Program was structurally incapable of\n\nbeing remediated through the Company\u2019s purportedly more disciplined operational regime and\n\nwas thus going to suffer significant losses in 2024.\n\n 159. As described above, see Section IV(D)-(E), FE accounts establish that the MFC\n\nProgram experienced significant cost and operational issues from its inception (prior to the Class\n\nPeriod) and that losses were expected during the Class Period. FE accounts further establish that\n\nwhile cost saving measures were discussed, they were not implemented. For example, according\n\nto FE-1, the \u201cbig\u201d contract for the MFC program at issue was awarded in approximately 2018 and\n\nthe program was expected to run for more than ten years. FE-1 recalled that at the time she joined\n\nthe program in 2019, there were already discussions about implementing redesigns to lower the\n\nper unit cost to mitigate the possible costs.\n\n B. February 14, 2024 \u2013 TD Cowen Aerospace & Defense Conference\n\n 160. On February 14, 2024, during the TD Cowen Aerospace & Defense Conference,\n\nDefendant Malave further misled investors about the Company\u2019s control over cost-related risks.\n\nDuring the conference, the moderator asked about \u201cany [] programs that . . . are sort of in the watch\n\ncategory, that you\u2019re nervous about, that could come?\u201d In response, Defendant Malave stated that\n\n\u201cthe classified program at Aeronautics, which has fixed-price development to it, that\u2019s always a\n\nwatch item for us.\u201d However, Defendant Malave then falsely claimed that, with respect to the\n\nclassified Aeronautics Program, \u201cwe continue to monitor that one pretty closely\u201d and further\n\ndownplayed any future risks of losses from the Aeronautics Program, merely stating there was a\n\n\u201cpossibility that a risk can surface there because it is fixed-priced development.\u201d Defendant\n\nMalave echoed this sentiment for the MFC Program and plainly stated the Company was \u201cnot\n\naware of any other contracts that are below the surface [] that would cause any material issues.\u201d\n\n\n 50\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 56 of 96\n\n\n\n\n 161. Taken together, Defendant Malave\u2019s statements in \u00b6160 were materially false and\n\nmisleading because they led investors to believe that Defendants were closely monitoring cost\n\nrisks and that Lockheed\u2019s internal monitoring of those risks were adequate, when in reality,\n\nDefendant Malave knew\u2014or was reckless in not knowing\u2014that Lockheed had inadequate cost\n\nanalysis and risk management procedures to manage costs and accurately identify and realize cost-\n\nrelated risks associated with the two programs. See, e.g., \u00b6\u00b681-82, 101-03, 107-08, 153-54; 158-\n\n59.\n\n 162. As Defendants later admitted at the end of the Class Period, the Company\u2019s risk-\n\nidentification processes during that time failed to address escalating cost overruns and loss\n\nexposure. Indeed, it was only after disclosing billions in cost overruns that Defendants announced\n\nthey were finally implementing a \u201ccomprehensive risk identification and corrective action plan\u201d\n\nin order to \u201cimprove the performance and oversight of th[e] program.\u201d This admission\n\ndemonstrates that, contrary to Defendant Malave\u2019s statements, Lockheed did not have adequate\n\noversight processes for these programs and did not adequately monitor those programs to properly\n\nassess the risk of cost overruns.\n\n C. July 23, 2024 \u2013 Q2 2024 Earnings Call\n\n 163. On July 23, 2024, Lockheed held an earnings call conference discussing the\n\nCompany\u2019s financial results for the second quarter of 2024 (the \u201cQ2 2024 Earnings Call\u201d). During\n\nthe Q2 2024 Earnings Call, Defendant Taiclet told investors that \u201c[w]e continue to produce at a\n\nrate of 156 aircraft per year, and expect to deliver 75 to 100 aircraft in the second half of 2024\u201d\n\nand that the Company expected \u201cdeliveries of F-35 aircraft to exceed production for the next few\n\nyears.\u201d Defendant Malave also represented to investors that Lockheed \u201cexpect[s] F-35 Lot 18 and\n\n19 to be awarded this year, maintaining program funding, and continuity.\u201d\n\n\n\n\n 51\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 57 of 96\n\n\n\n\n 164. Defendants\u2019 statements in \u00b6163 were materially false and misleading when made\n\nbecause they affirmatively conveyed that the F-35 Program was operating in accordance with\n\nLockheed\u2019s production, delivery, and contracting plans, and that based on these continued plans,\n\nLockheed would be awarded the formal contract for Lot 18 and 19. However, Defendants\u2019\n\nstatements concealed material adverse facts regarding the F-35 Program that posed a significant\n\nrisk that the program\u2019s funding and continuity would be disrupted. Specifically, Defendants failed\n\nto disclose that the operational and cost issues caused by the TR-3 upgrade and Lockheed\u2019s\n\ninability to address such cost issues had already strained Lockheed\u2019s relationship with the U.S.\n\ngovernment and delayed negotiations for the Lot 18 and 19 contract, which would delay funding\n\nand cause material financial harm to the Company\u2019s 2024 profitability. Accordingly, by\n\nhighlighting continued program funding and continuity, Defendant Malave presented a\n\nmisleadingly positive picture of the F-35 Program.\n\n 165. Indeed, at the time, Defendants knew that F-35 deliveries were already substantially\n\ndelayed\u2014by more than 230 days\u2014due to TR-3 implementation failures and higher than\n\nanticipated costs. This was not a speculative or future risk, but a current and known condition\n\ndirectly affecting the Company\u2019s reported performance and forward-looking delivery\n\nexpectations. Accordingly, by selectively highlighting production rates, supplier coordination, and\n\nanticipated contract awards\u2014while omitting known facts about the magnitude and persistence of\n\ndelivery delays and rising costs\u2014Defendants presented a partial and misleading account of the\n\nF-35 Program\u2019s operational status. These omissions rendered Defendants\u2019 statements materially\n\nfalse and misleading when made because reasonable investors would have viewed the undisclosed\n\ndelivery delays and TR-3 failures as significantly altering the total mix of information concerning\n\nLockheed\u2019s revenues, cash flows, and execution risk.\n\n\n\n\n 52\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 58 of 96\n\n\n\n\n D. October 22, 2024 \u2013 Q3 2024 Earnings Call\n\n 166. On October 22, 2024, Lockheed held an earnings call conference discussing the\n\nCompany\u2019s financial results for the third quarter of 2024. During the call, an analyst asked\n\nDefendant Malave the following question about losses in the MFC Program:\n\n Jay, I was hoping to get some more help from you on the MFC\n margin. Do the last two quarters suggest the operating performance\n is better, or is it just that the loss accrual is loaded into the fourth\n quarter? And I guess remind me why the accounting is that way as\n opposed to taking it all when you know you have it and I don\u2019t know\n if you could talk about how you expect that to progress through\n 2025. But I guess, just fundamentally, like is the new classified\n program or the overall operating performance in the segment, is it\n improving or worsening, or is it just the volatility is accounting?\n\n 167. In response, Defendant Malave stated:\n\n Yeah. I would say the volatility is accounting. I would say in this\n year-to-date, their performance is better than prior year. We\u2019ve seen\n an improvement. When you put aside the losses related to the\n classified program, their profit adjustments year-to-date have shown\n growth. And they\u2019re performing I think pretty well in the base. So,\n this was a good quarter as an example. We didn\u2019t really record any\n losses related to the classified program and we delivered 14.4%\n margins in the quarter. And that\u2019s essentially where they\u2019re\n operating this year, ex-the losses. You got it right as far as timing,\n we would expect \u2013 we recorded $100 million in the first quarter.\n So that would say that about $225 million we record or what\u2019s\n included in our guidance for the fourth quarter.\n\n 168. Defendant Malave also spoke to investors about potential losses on the MFC\n\nProgram moving forward into 2025 and beyond. He stated, \u201c[a]s far as 2025, a baseline\n\nassumption would be that we \u2013 you go from $325 million to anywhere between, say, $250 million\n\nto $300 million in losses in 2025, assuming a one-per-year type of framework.\u201d\n\n 169. Defendant Malave\u2019s statements in \u00b6\u00b6167-68 were materially false and misleading\n\nwhen made because they affirmatively misrepresented the magnitude and timing of upcoming and\n\nknown losses in the MFC Program and falsely conveyed that potential remaining losses were both\n\n\n\n 53\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 59 of 96\n\n\n\n\nlimited and largely deferred beyond 2024. Specifically, Defendant Malave told investors that only\n\napproximately $225 million of additional losses remained to be recorded in 2024, with further\n\nlosses of approximately $250\u2013$300 million to be incurred gradually in 2025. These statements led\n\nreasonable investors to believe that: (i) the worst of the losses had already been recognized, (ii)\n\nthe remaining exposure was controlled and manageable, and (iii) the Company had reliable\n\nvisibility into both the total amount and timing of future losses.\n\n 170. In reality, and known to or recklessly disregarded by Defendants at the time, the\n\nMFC Program would need to recognize substantially larger losses in 2024 than Defendant Malave\n\nhad stated. Instead of disclosing the full truth, as he is required to under the federal securities laws,\n\nDefendant Malave affirmatively provided both an untrue ceiling and temporal distribution of\n\nimminent losses. By understating both the material scale and immediacy of the MFC Program\u2019s\n\nlosses, Defendant Malave materially misled investors about the Company\u2019s true financial\n\ncondition and risk exposure.\n\n 171. Moreover, Defendant Malave knew that the MFC Program had already entered a\n\nfixed-price phase in which Lockheed would bear substantially increased cost risk, making future\n\nlosses not merely possible, but certain to occur in the very same period that Defendant Malave was\n\nspeaking in. Indeed, FE accounts establish that the MFC Program experienced significant cost and\n\noperational issues from its inception (prior to the Class Period) and that losses were expected\n\nduring the Class Period. See \u00b6\u00b681-82, 101-03, 107-08.\n\n E. December 3, 2024 \u2013 UBS Global Industrials and Transportation Conference\n\n 172. On December 3, 2024, Defendant Malave attended the UBS Global Industrials and\n\nTransportation Conference. During the conference, an analyst asked Defendant Malave a question\n\nabout margin expansion. In response, Defendant Malave went as far as to tell investors they should\n\nexpect lower losses on the MFC Program moving forward. Specifically, Defendant Malave stated:\n\n\n 54\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 60 of 96\n\n\n\n\n Number one, we should get a mix benefit just from MFC as there \u2013\n as they\u2019re highest grower in our business to the most profitable as\n well. So, that we should get a mix benefit from MFC driving this\n over the next few years. We\u2019ll also should get a benefit from lower\n losses from the MFC classified program that we\u2019re under \u2013 we\u2019re\n delivering out now. And so that will give us a little bit [of a]\n tailwind. And so you kind of do this in the context of 2025, that\u2019s\n 20 basis points of benefit.\n\n 173. Defendant Malave\u2019s statement in \u00b6172 was materially false and misleading for the\n\nreasons stated in \u00b6169-71. Defendant Malave\u2019s statement was further false and misleading when\n\nmade because it affirmatively portrayed the MFC Program as an impending \u201ctailwind\u201d allowing\n\nfor future margin expansion in the MFC segment at a time when Defendants knew that the MFC\n\nprogram would disclose losses of $1.3 billion in fourth quarter 2024\u2014the very same quarter that\n\nDefendant Malave was speaking in\u2014which would destroy the Company\u2019s margins, not improve\n\nthem.\n\n 174. By telling investors that they should expect \u201clower losses from the MFC classified\n\nprogram,\u201d and that those reduced losses would provide a \u201ctailwind,\u201d Defendant Malave conveyed\n\nthat: (i) the worst losses were already behind the Company, (ii) remaining exposure was declining,\n\nand (iii) the program was transitioning from a drag on performance (i.e., a headwind) to a tailwind.\n\nDefendant Malave\u2019s statements were not vague expressions of optimism, but specific, directional\n\nassertions about the trajectory and financial impact of a known problem program.\n\n 175. In reality, and known to or recklessly disregarded by Defendant Malave at the time,\n\nthe MFC Program was not producing \u201clower losses,\u201d nor transitioning into a tailwind. Rather, it\n\nwas already at the point at which Lockheed would be required to recognize the full remaining\n\nlosses associated with the program of $1.3 billion, all of which would be recorded in the fourth\n\nquarter of 2024. Moreover, when Defendant Malave spoke on December 3, 2024, it was a mere 28\n\n\n\n\n 55\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 61 of 96\n\n\n\n\ndays from the conclusion of the very quarter in which the losses were declared, rendering his\n\ndescription of the program as a future margin benefit materially misleading.\n\n 176. Defendant Malave\u2019s statements were further materially misleading because, having\n\nchosen to characterize the MFC Program as improving and accretive, he had a duty to disclose the\n\nknown, contrary facts\u2014namely, that recognition of the remaining losses was imminent and\n\nmaterial to the Company\u2019s profitability. Defendant Malave\u2019s failure to disclose these material facts\n\ndeprived investors of critical information necessary to evaluate Lockheed\u2019s outlook and financial\n\ncondition heading into the Company\u2019s 2024 results.\n\n F. January 28, 2025 \u2013 Q4 2024 Earnings Call\n\n 177. On January 28, 2025, Lockheed held an earnings call conference discussing the\n\nCompany\u2019s financial results for the fourth quarter of 2024 (\u201cQ4 2024 Earnings Call\u201d). During that\n\ncall, Defendant Taiclet addressed the massive $1.7 billion charges across the classified MFC and\n\nAeronautics Programs, claiming that those charges allowed the Company to \u201cderisk the financial\n\nprofile of both these critical national security programs.\u201d Specifically, Defendant Taiclet told\n\ninvestors:\n\n Recording charges in Q4 on these two programs enabled us to\n derisk the financial profile of both these critical national security\n programs going forward, as we move into their next phases. While\n these particular contracts were struck a number of years ago, there\n are no longer any must-win competitions. Under today\u2019s Lockheed\n Martin wide bid process, every proposal adheres to a stringent,\n risk-adjusted ROI regime. This process is designed to compete\n aggressively for key opportunities, while also being very committed\n to achieving positive results, both in the short and long term for\n our shareholders.\n\n 178. During the same earnings call on January 28, 2025, an analyst asked Defendant\n\nMalave about the risk of future losses within the Aeronautics Program. Specifically, the analyst\n\nasked the following question:\n\n\n\n 56\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 62 of 96\n\n\n\n\n Good morning. I wanted to ask, Jay, emphasized kind of the \u2026\n derisking nature charges in Q4. I know maybe it\u2019s difficult to discuss\n because it\u2019s classified. But within Aeronautics, all of the filing\n language has sort of emphasized continued risk there. Should we\n think that within \u2013 following this charge, the potential for future\n charges there has really come down considerably? And is there\n anything you can say about where we might be in the life cycle of\n that program and when it might be able to provide some positive\n returns? And then thinking maybe that the answer to there might\n have to be a little bit circumspect. If you could just comment on the\n multi-year targets that you gave on the last call, and how to think\n about those now?\n\n 179. Defendant Malave responded by falsely reassuring investors that there was little\n\nrisk of future charges in the Aeronautics Program given Defendants\u2019 purported actions to address\n\nthose risks. Specifically, Defendant Malave stated:\n\n Okay. Thanks, Seth. There\u2019s about 16 questions in that one question,\n but I\u2019ll take a shot at all of them. Just as far as the risk, I would say\n we significantly reduced the risk. I can\u2019t really get into the life cycle\n of the program, given the classified nature of it. But let me walk you\n through why I believe that we\u2019ve significantly reduced the risk. As\n you know, we had realized this risk earlier in the year, causing us to\n perform a more comprehensive review of current performance\n versus our key assumptions included in the estimate to complete.\n We evaluated the risk and opportunities and made the determination\n that a cost reset was warranted. The amount route that we recorded\n in the quarter is the most conservative assessment we\u2019ve made to-\n date. We\u2019ve also made a number of process changes. Aeronautics,\n along with our corporate staff, have implemented a more continuous\n monitoring process of the progress of this program in terms of\n technical milestones and added technical resources from the outside\n the program. This will enable both teams to work together to\n institute support measures as needed faster than before. We\u2019ve also\n added technical resources and experts with experience in the risk\n areas to help bolster the team and mitigate risks as they arise. We\u2019ve\n added automated testing procedures as well to accelerate test results\n and issue resolution should they occur. So, all those things taken\n together give us confidence that we have significantly de-risked this\n program and significantly reduced the risk of future charges on\n this.\n\n 180. Defendant Malave\u2019s statements in \u00b6177 and \u00b6179 were materially false and\n\nmisleading when made because they affirmatively represented that the Q4 2024 charges had \u201cde-\n\n\n 57\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 63 of 96\n\n\n\n\nrisked\u201d Lockheed\u2019s financial profile and significantly reduced the likelihood of future fixed-price\n\ncharges. In reality, however, Lockheed still had inadequate cost analysis and risk management\n\nprocedures and controls to manage costs and accurately identify and realize cost-related risk, and\n\ntherefore, material additional losses remained probable and unavoidable in the Aeronautics\n\nProgram.\n\n 181. By stating that recording the Q4 charges had \u201cenabled us to derisk the financial\n\nprofile\u201d of the programs, even though Lockheed did not have adequate cost analysis and risk\n\nmanagement controls, Defendant Malave at a minimum recklessly told investors that the Company\n\nhad de-risked the Aeronautics Program, thereby assuring investors that the losses were behind the\n\nCompany even though Lockheed was primed to incur losses more than double the size of the Q4\n\n2024 charges announced on January 28, 2025. The assertion that the programs had been\n\n\u201csignificantly de-risked\u201d was therefore false and misleading when made, because the underlying\n\ncost, schedule, and execution problems had not been resolved and were continuing to deteriorate\n\nnotwithstanding the Q4 2024 charges.\n\n 182. Accordingly, by assuring investors that the programs had been \u201csignificantly de-\n\nrisked\u201d and that the Q4 charges reflected a \u201cconservative\u201d reset\u2014when substantially larger losses\n\nwould still have to be recognized\u2014Defendants presented a false narrative of containment and\n\ncontrol. These statements materially understated Lockheed\u2019s true financial exposure to the\n\nAeronautics Program and rendered Defendants\u2019 disclosures materially false and misleading when\n\nmade.\n\n G. February 13, 2025 \u2013 TD Cowen Aerospace & Defense Conference\n\n 183. On February 13, 2025, Defendants attended the TD Cowen Aerospace & Defense\n\nConference. In response to a question regarding the recently announced losses in certain programs,\n\n\n\n\n 58\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 64 of 96\n\n\n\n\nDefendant Malave stated the Aeronautics Program was \u201cwell-contained\u201d based off Defendants\n\nameliorative efforts and visibility into the program, stating:\n\n And so the $410 million charge was the most conservative\n assessment of our risk in that program to date. I know people are\n saying, well, other companies, that\u2019s what they said. You guys said\n de-risk. Other companies have said that and look at what\u2019s going on.\n It\u2019s just like it just keeps on dripping.\n\n What I can say there is that, again, I can\u2019t speak in absolutes. There\u2019s\n no such thing as absolutes, but I feel confident that we did the most\n comprehensive analysis based on all available data that we have at\n this point in time. And we made the most conservative assessment\n that went into that charge in the fourth quarter.\n\n Secondly, what we\u2019ve done is we put just other steps in place. So,\n we have more of a continuous monitoring program, which consists\n of resources outside the program, including resources outside of\n aeronautics as well, which will make a more continuous review of\n the program, where they are, and it can give a little bit more early\n warning to the extent that they seem to be falling off-track. What\n they can do, we\u2019ve added additional technical resources both\n executive and non-executive resources to support these areas that\n we have identified as risk to help them get through some of the\n challenges that they have. And then we\u2019ve also added things like\n automated testing in certain areas. And so, I think the combination\n of taking a more conservative approach on the losses or the cost\n as well as bringing in these additional resources, adding the\n continuous monitoring to the program, we feel like we\u2019ve got it\n pretty well-contained.\n\n 184. Defendant Malave\u2019s statements in \u00b6183 were materially false and misleading when\n\nmade for the reasons set forth in \u00b6180-82. Defendant Malave\u2019s statements were further materially\n\nfalse and misleading when made because they affirmatively assured investors that losses in the\n\nAeronautics Program were \u201cwell-contained,\u201d that Lockheed had a \u201cpretty good handle on the\n\ncost,\u201d and that the $410 million charge represented the Company\u2019s \u201cmost conservative\n\nassessment\u201d of risk, when in reality, Defendants knew or recklessly disregarded that material\n\nadditional losses remained probable and imminent. Indeed, rather than having the losses and cost\n\nrisks \u201cwell-contained,\u201d Lockheed still had inadequate cost analysis and risk management\n\n\n 59\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 65 of 96\n\n\n\n\nprocedures to monitor cost overruns in the Aeronautics Program (which Defendants would\n\nthemselves admit on July 22, 2025), which would lead to losses more than double the size of the\n\nQ4 2024 charge.\n\nVI. LOSS CAUSATION/ECONOMIC LOSS\n\n 185. Defendants\u2019 materially false and misleading misstatements and omissions alleged\n\nherein directly and proximately caused the damages suffered by Lead Plaintiffs and other Class\n\nmembers. Defendants\u2019 materially false and misleading misstatements and omissions were widely\n\ndisseminated to the securities markets, investment analysts, and the investing public and had the\n\neffect of creating unrealistically positive assessments and characterizations of Lockheed and its\n\nbusiness, operations, and results which caused the Company\u2019s common stock to be overvalued and\n\nartificially inflated throughout the Class Period. Lead Plaintiffs and other Class members\n\npurchased or otherwise acquired Lockheed common stock at prices artificially inflated by\n\nDefendants\u2019 materially false and misleading misstatements and omissions of material fact alleged\n\nherein.\n\n 186. During the Class Period, Defendants publicly issued materially false and\n\nmisleading statements and/or omissions of material facts regarding, among other things,\n\nLockheed\u2019s cost analysis and risk management procedures, the risk of losses from the MFC,\n\nAeronautics, and F-35 Programs, and Lockheed\u2019s purported control over cost risks and losses from\n\nfixed-price contracts. Had Defendants been truthful about these matters during the Class Period,\n\nsuch risks and downsides would have been accurately reflected in Lockheed\u2019s share price.\n\nAccordingly, Lead Plaintiffs and other Class members unknowingly purchased or otherwise\n\nacquired their shares of Lockheed common stock at the artificially inflated prices at which they\n\nwere offered based on Defendants\u2019 precipitation of false information lacking material information\n\nrequired to be disclosed.\n\n\n 60\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 66 of 96\n\n\n\n\n 187. As certain relevant and true facts became known and/or the risks previously\n\nconcealed by Defendants\u2019 material misstatements and omissions materialized, the artificial\n\ninflation was removed from the price of Lockheed\u2019s common stock, causing the losses of Lead\n\nPlaintiffs and other Class members. The timing and magnitude of Lockheed\u2019s common stock price\n\ndeclines negate any inference that the losses suffered by Lead Plaintiffs and the other members of\n\nthe Class were caused by changed market conditions, macroeconomic or industry factors, or even\n\nCompany-specific facts unrelated to the Defendants\u2019 fraudulent conduct.\n\n 188. Specifically, on October 22, 2024, January 28, 2025, and July 22, 2025, the material\n\nrisks, financial impacts, and relevant truth concealed by Defendants\u2019 materially false and\n\nmisleading misstatements and omissions concerning the imminent and known losses within the\n\nMFC Program, Aeronautics Program, and F-35 Programs were revealed as discussed herein.\n\nIndeed, each of these partial corrective disclosures, discussed herein, partially revealed the relevant\n\ntruth and foreseeable risks previously misrepresented and/or concealed by Defendants\u2019 materially\n\nfalse and misleading statements and omissions.\n\n A. October 22, 2024 \u2013 First Partial Corrective Disclosure/Materialization of the\n Risk\n\n 189. On October 22, 2024, Defendants partially revealed the truth concerning the\n\nfinancial impact of modernization and software delays associated with the F-35 Program, as well\n\nas the cost pressures and supply-chain impacts tied to those delays. Defendants also partially\n\nrevealed\u2014though still materially understated\u2014the truth concerning the existence of significant\n\nlosses in the fixed-price phase of the classified Aeronautics Program.\n\n 190. Before the market opened on October 22, 2024, Lockheed issued a press release\n\nannouncing its third quarter 2024 results. In that release, the Company disclosed that it had to take\n\nan $80 million loss from the classified Aeronautics Program because of \u201chigher than anticipated\n\n\n\n 61\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 67 of 96\n\n\n\n\ncosts to achieve program objectives.\u201d This disclosure partially revealed the falsity of Defendants\u2019\n\nprior statements touting the Company\u2019s conservative bidding strategy and assuring investors that\n\nrisks in the classified Aeronautics programs had been identified, quantified, and conservatively\n\nreserved.\n\n 191. With respect to the F-35 Program, Lockheed disclosed for the first time that\n\ncontract negotiations for Lot 18 and 19 had been delayed because program costs had exceeded the\n\nadvance acquisition contract value. As a result, the Company was unable to recognize revenue or\n\nprofit on approximately $400 million in incurred costs, experienced at least $300 million in\n\nadditional supply-chain impacts, and suffered approximately $450 million in lost sales because it\n\ncould not invoice or collect cash from the U.S. government while negotiations remained\n\nunresolved.\n\n 192. The market immediately recognized the significance of these disclosures and tied\n\nthem to Defendants\u2019 prior false and misleading statements. For example, analysts at Bernstein\n\nResearch stated that the \u201cmost negative result\u201d from the announcement was \u201ca miss in Aeronautics\n\ndue to F-35, driven by delays in authorization on Lot 18 and 19 contracts and ongoing TR-3\n\nissues.\u201d Analysts also concluded that the F-35 disclosures represented a material adverse overhang\n\non Lockheed\u2019s financial outlook. Analysts at UBS wrote that the delayed Lot 18 and 19 award\n\n\u201creintroduces some risk around that program,\u201d noting that continued negotiations had already\n\ncaused a $700 million revenue impact and a $400 million cash impact in the third quarter.\n\nSimilarly, analysts at Washington Analysis stated that the earnings call signaled that Lot 18 and\n\n19 negotiations would \u201clikely stretch into 2025,\u201d contrary to Defendants\u2019 prior assurances of near-\n\nterm resolution and funding continuity.\n\n\n\n\n 62\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 68 of 96\n\n\n\n\n 193. Market participants also expressed surprise at the emergence of losses in the\n\nclassified Aeronautics Program. Analysts at Deutsche Bank Research wrote that the $80 million\n\nloss was inconsistent with their expectations and raised \u201cincremental concern . . . going forward,\u201d\n\nreflecting that the disclosure corrected investors\u2019 understanding of the program\u2019s risk profile.\n\n 194. As a direct and proximate result of this partial corrective disclosure and\n\nmaterialization of the concealed risk, shares of Lockheed\u2019s common stock declined $37.63 per\n\nshare, or more than 6%, from a closing price of $614.61 on October 21, 2024, to a closing price of\n\n$576.98 on October 22, 2024.\n\n 195. Rather than fully correct their prior misstatements, Defendants attempted to stem\n\nfurther stock-price decline by continuing to downplay risks in the classified programs. Defendants\n\ndid not disclose that losses in the Aeronautics and MFC Programs were multiples larger than\n\npreviously represented, thereby prolonging artificial inflation by leading investors to believe that\n\nmanagement maintained adequate visibility into costs and risks.\n\n B. January 28, 2025 \u2013 Second Partial Corrective Disclosure/Materialization of\n the Risk\n\n 196. On January 28, 2025, the truth regarding Defendants\u2019 long-running failure to\n\ndisclose the true magnitude and immediacy of losses in the classified MFC and Aeronautics\n\nPrograms was further revealed.\n\n 197. Prior to that date (and indeed as late as December 3, 2024), Defendants had\n\nrepeatedly and consistently represented that losses in the MFC Program were capped at\n\napproximately $325 million for 2024, and that any additional losses\u2014potentially totaling up to $1\n\nbillion\u2014would occur gradually, year-over-year, depending on whether fixed-price options were\n\nexercised in future years. However, on January 28, 2025, Defendants disclosed for the first time\n\nthat Lockheed had losses of approximately $1.3 billion in the MFC Program in the fourth quarter\n\n\n\n 63\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 69 of 96\n\n\n\n\nof 2024. This disclosure directly contradicted Defendants\u2019 prior representations that losses were\n\ncapped at $325 million in 2024, were declining, and the remaining losses would be spread\n\ngradually over time.\n\n 198. Compounding the surprise, Defendants also disclosed for the first time that losses\n\nin the Aeronautics Program were far more severe than previously expected by the market, who\n\nhad relied on Defendants\u2019 previous false and misleading statements regarding, inter alia,\n\nLockheed\u2019s cost analysis and risk management procedures and Defendants\u2019 supposed close\n\nmonitoring of fixed-price risks. See, e.g., \u00b6160. Defendants provided no warning whatsoever that\n\nadditional losses were likely or imminent in the Aeronautics Program. Rather, on January 28, 2025,\n\nDefendants revealed quarterly losses of an additional $410 million (bringing full-year 2024 losses\n\nto $555 million).\n\n 199. Analysts and investors were blindsided by the combined $1.7 billion in losses\n\nacross the MFC and Aeronautics programs. Analysts at Morgan Stanley Research wrote that the\n\nlosses \u201clargely took investors by surprise,\u201d noting that while some MFC charges had been\n\nanticipated, losses had not been disclosed \u201cto this extent.\u201d Analysts at RBC similarly reported that\n\nfourth-quarter results reflected \u201clarger-than-expected losses\u201d in both MFC and Aeronautics.\n\nAnalysts at J.P. Morgan emphasized that the $1.3 billion MFC charge vastly exceeded their $225\n\nmillion expectation, explaining that approximately $1.1 billion of the charge was entirely\n\nunanticipated. Analysts at Bernstein Research likewise attributed the $1.7 billion in charges to cost\n\noverruns in Aeronautics and MFC, confirming that the disclosure corrected the market\u2019s\n\nunderstanding of the programs\u2019 true risk profiles.\n\n 200. The Aeronautics losses, in particular, shocked the market. Analysts at Deutsche\n\nBank stated that the $405 million incremental Aeronautics charge had not been \u201cpreviewed,\u201d while\n\n\n\n\n 64\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 70 of 96\n\n\n\n\nanalysts at J.P. Morgan characterized the charge as \u201cunplanned\u201d and \u201cnot in [their] model at all,\u201d\n\nunderscoring that Defendants had failed to provide any meaningful warning.\n\n 201. As a direct and proximate result of this partial corrective disclosure and\n\nmaterialization of previously concealed risks, shares of Lockheed common stock declined $46.24\n\nper share, over 9%, from a closing price of $503.69 on January 27, 2025 to a closing price of\n\n$457.45 per share on January 28, 2025, thereby removing some artificial inflation from the price\n\nof Lockheed common stock.\n\n 202. Rather than fully correcting the truth, Defendants attempted to arrest the stock\u2019s\n\ndecline by issuing fresh assurances that the surprise charges had eliminated future risk. On January\n\n28, 2025, Defendants stated that they had performed a \u201ccomprehensive review\u201d of the Aeronautics\n\nProgram and that the charges had \u201cde-risked\u201d the financial profile of the classified programs. These\n\nassurances temporarily blunted negative analyst sentiment. For example, analysts at TD Cowen\n\ndescribed the fourth quarter as a \u201ccleanup\u201d period; a Barclays Research report declared that\n\nLockheed had \u201cwipe[d the] slate clean\u201d with the MFC charge; analysts at RBC stated that the\n\nprograms appeared \u201clargely de-risked\u201d; and analysts at Truist Securities and J.P. Morgan echoed\n\nmanagement\u2019s representations that the charges had resolved the overhang and that additional\n\nresources and monitoring gave them increased confidence.\n\n 203. As later disclosures revealed, however, Defendants\u2019 assurances were themselves\n\nfalse and misleading, and served only to prolong artificial inflation until the final corrective\n\ndisclosure.\n\n C. July 22, 2025 \u2013 Third Partial Corrective Disclosure/Materialization of the\n Risk\n\n 204. On July 22, 2025, the full truth and foreseeable risks regarding Lockheed\u2019s\n\nexposure to fixed-price risk and inadequate cost analysis and risk management procedures were\n\n\n\n 65\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 71 of 96\n\n\n\n\nrevealed and materialized. Whereas Defendants had previously minimized and withheld problems\n\nin the Aeronautics Program\u2014characterizing earlier losses as timing issues, isolated events, or the\n\nresult of conservative \u201cde-risking\u201d\u2014Lockheed stunned investors by disclosing an additional $950\n\nmillion loss in the Aeronautics Program, revealing that prior assurances had materially understated\n\nboth the severity and persistence of the Company\u2019s execution failures.\n\n 205. This disclosure marked a sharp departure from Defendants\u2019 prior representations\n\nthat the fourth-quarter 2024 charges constituted a one-time \u201ccleanup\u201d and that enhanced\n\nmonitoring and oversight had contained further risk. Analysts immediately recognized the\n\nsignificance of the reversal. Analysts at TD Cowen wrote that, \u201c[u]nfortunately, the Q2 charges\n\n(especially on the classified Aero program), after what investors perceived to be a \u2018clean-up\u2019\n\nQ4:24, moves LMT to an operational \u2018show-me\u2019 story,\u201d underscoring that the July 22, 2025\n\ndisclosure corrected investors\u2019 understanding of the Company\u2019s operational trajectory.\n\n 206. Indeed, analyst reaction during the earnings call that same day confirms that\n\ninvestors were reacting to the revelation of the relevant truth and were upset with Defendants for\n\ntheir previous false and misleading statements claiming they had \u201cde-risked\u201d the Aeronautics\n\nprogram. For example, an analyst from Wolfe Research bluntly asked Defendants, \u201cwhy should\n\ninvestors feel at all comfortable that you\u2019ve de-risked the problem programs, particularly the\n\naero[nautics] classified one.\u201d Then, after Defendant Taiclet tiptoed around the Wolfe Research\n\nanalyst\u2019s question, an analyst from Bank of America followed up and asked: \u201cJust a quick follow-\n\non to [Wolfe Research\u2019s] question, because I don\u2019t think you answered it. Why did it take $1\n\nbillion charges to change the way you\u2019re reviewing this thing?\u201d\n\n 207. Moreover, analyst coverage following the earnings call further confirmed that the\n\nmarket was reacting to new information revealing the depth and breadth of Lockheed\u2019s cost\n\n\n\n\n 66\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 72 of 96\n\n\n\n\ninfirmities across its Aeronautics Program. Analysts at J.P. Morgan described the approximate\n\ncharges to the Aeronautics Program as \u201cthe big news of the quarter,\u201d noting that although\n\nmanagement claimed to be bringing heightened focus and oversight, the situation was now \u201ca\n\nshow-me [story] for the market.\u201d Similarly, analysts at Truist Securities expressed surprise, stating\n\nthat the charges were \u201cfar larger and broader in scope than we had expected,\u201d and warning that\n\nadditional charges could materialize as oversight and controls were expanded. Analysts at RBC\n\nsimilarly characterized the losses as \u201clarger-than-expected,\u201d and explicitly downgraded confidence\n\nin Lockheed\u2019s execution capabilities, noting that the $950 million Aeronautics loss reflected\n\nsignificantly worse-than-expected performance that would weigh on the stock.\n\n 208. The magnitude of the July 22, 2025 charge further demonstrated that Defendants\u2019\n\nprior \u201cwarnings\u201d had been materially watered down. Analysts at J.P. Morgan stated that although\n\ninvestors had expected a charge related to the Aeronautics classified program, \u201cthe magnitude was\n\nbigger than anticipated.\u201d Analysts at UBS similarly reported that the combined charges produced\n\na $1.6 billion segment EBIT impact, exceeding analyst expectations that had been significantly\n\nlower based on Defendants\u2019 false and misleading statements. TD Cowen likewise emphasized that\n\nthe \u201cmagnitude of the charge is much larger than expected,\u201d confirming that the disclosure\n\nrevealed new and previously concealed information.\n\n 209. As a direct and proximate result of this corrective disclosure and materialization of\n\npreviously concealed risks, shares of Lockheed common stock declined another $49.79 per share,\n\nor more than 10%, from a closing price of $460.53 on the prior trading day of July 21, 2025 down\n\nto a closing price of $410.11 per share on July 22, 2025, thereby removing the artificial inflation\n\nin the price of Lockheed common stock.\n\n\n\n\n 67\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 73 of 96\n\n\n\n\nVII. ADDITIONAL INDICIA OF SCIENTER\n\n 210. Defendants were active and culpable participants in the fraud, as evidenced by their\n\nknowing and reckless issuance and/or ultimate authority over Lockheed\u2019s and their materially false\n\nor misleading statements and omissions. The Individual Defendants acted with scienter in that they\n\nknew or recklessly disregarded that the public statements more specifically set forth in Section V,\n\nsupra, were materially false or misleading when made, and knowingly or recklessly participated\n\nin or acquiesced in the issuance or dissemination of such statements as primary violators of the\n\nfederal securities laws. In addition to the specific facts alleged above, Defendants\u2019 scienter is\n\nfurthered by the following facts.\n\n A. Defendants\u2019 Admissions Support an Inference of Scienter\n\n 211. On July 22, 2025, Defendants announced sweeping remedial measures to the\n\nCompany\u2019s cost analysis and risk management procedures, thereby admitting that the Company\u2019s\n\nrisk-identification and monitoring processes did not sufficiently address escalating cost overruns\n\nand loss exposure during the Class Period. Indeed, it was only after belatedly disclosing billions\n\nin cost overruns that Defendants announced they were finally implementing a new comprehensive\n\nrisk identification and corrective action plan designed to improve performance and prevent further\n\noutsized risks.\n\n 212. During the earnings call on July 22, 2025, Defendant Taiclet admitted that\n\nfollowing Defendant Malave\u2019s exit, the Company did a comprehensive review of the program and\n\ndetermined the Company needed to implement a \u201ccomprehensive risk identification and corrective\n\naction plan\u201d in order to \u201cimprove the performance and oversight of th[e] program.\u201d Indeed, the\n\nCompany admitted that the performance issues caused the Company to implement \u201csignificant\n\nchanges . . . [and] updates to the program\u2019s schedule and cost estimates.\u201d Specifically, the\n\nCompany admitted:\n\n\n 68\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 74 of 96\n\n\n\n\n Challenges and performance issues continued into 2025 and had a greater\n impact on schedule and costs than previously estimated. As a result,\n Aeronautics performed a comprehensive review of its design, integration,\n test, and other processes to achieve the technical requirements of the\n program, which was completed in the second quarter of 2025. Based on this\n review and ongoing discussions with the customer and suppliers,\n Aeronautics made significant changes to its processes and testing approach,\n resulting in significant updates to the program\u2019s schedule and\n cost estimates.\n\n 213. Defendants\u2019 belated adoption of these controls constitutes a compelling admission\n\nthat the processes in place during the Class Period were materially inadequate\u2014thereby\n\ncontributing to an inference that Defendants knowingly or recklessly misled investors about the\n\nCompany\u2019s supposed control over rising costs and the risks to Lockheed\u2019s business. By publicly\n\ncharacterizing these reforms as necessary to \u201coptimize\u201d risk identification, oversight, and\n\nmitigation, Defendants implicitly conceded that Lockheed previously lacked the systems and\n\ncontrols required to timely identify, quantify, and respond to escalating cost risks in the\n\nprograms\u2014which adds to the inference that Defendants made their statements either knowingly\n\nor with severe recklessness.\n\n B. Defendant Malave\u2019s Departure Supports an Inference of Scienter\n\n 214. The timing and circumstances of Defendant Malave\u2019s departure, a key senior\n\nexecutive with direct responsibility for the Company\u2019s financial reporting and intimate knowledge\n\nof Lockheed\u2019s operations, including the MFC, Aeronautics, and F-35 Programs, is highly\n\nsuspicious and further supports a strong inference of scienter.\n\n 215. On April 17, 2025, Lockheed publicly announced that Defendant Malave had\n\nadvised the Company of his intention to pursue opportunities outside the Company.\n\nNotwithstanding Lockheed\u2019s explanation for the departure, Defendant Malave\u2019s resignation\n\noccurred in close temporal proximity to the extraordinary disclosure revealing substantial and\n\npreviously undisclosed losses in the Aeronautics Program. His resignation also came directly\n\n\n 69\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 75 of 96\n\n\n\n\nbefore Defendants belatedly admitted that Lockheed needed significant improvements to the\n\nCompany\u2019s cost analysis and risk management procedures.\n\n 216. Indeed, shortly after Defendant Malave\u2019s abrupt departure, Defendant Taiclet\n\nadmitted the Company conducted a comprehensive review of the Company\u2019s risk management\n\nprocedures and determined that they needed to significantly \u201cimprove the performance and\n\noversight . . . of this program under a comprehensive risk identification and corrective action plan.\u201d\n\nThis is strong evidence that Defendant Malave\u2019s departure is connected to his false and misleading\n\nstatements about the Company\u2019s supposed control over rising costs and the fixed-price risks to\n\nLockheed\u2019s business.\n\n 217. The timing of Defendant Malave\u2019s departure is particularly suspicious because,\n\ninstead of improving the cost analysis and risk management procedures (which were inadequate\n\nat that time) or accurately informing investors of the ongoing challenges, Defendant Malave\n\nwaited, left Lockheed for a new opportunity, and let the new CFO handle it and clean up the mess.\n\nMoreover, Defendant Malave\u2019s departure was directly after his own public statements minimizing\n\nthe Company\u2019s exposure to future fixed-price contract losses falsely assuring investors that\n\nLockheed\u2019s known fixed-price charges, including within the classified Aeronautics Program, were\n\n\u201cwell-contained.\u201d Yet, just weeks after Defendant Malave\u2019s statements and his unexpected\n\ndeparture, Lockheed disclosed that material adverse developments were continuing and that\n\nadditional financial impacts were still emerging within the classified Aeronautics Program.\n\nSpecifically, on July 22, 2025, the Company announced that it recorded an additional $950 million\n\nloss in the classified Aeronautics Program, confirming that the operational and financial issues\n\npreviously downplayed by Defendant Malave were ongoing rather than resolved or contained.\n\n\n\n\n 70\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 76 of 96\n\n\n\n\n 218. When considered holistically and in combination with: (i) Defendant Malave\u2019s\n\nrepeated public assurances regarding loss containment; (ii) the magnitude and persistence of the\n\nsubsequently disclosed financial impacts; and (iii) the remedial measures taken by the Company\n\ndirectly after his departure, the circumstances surrounding Defendant Malave\u2019s departure further\n\nsupport a strong inference that he acted knowingly or with severe recklessness.\n\n C. Defendants\u2019 Own Statements Themselves Support an Inference of Scienter\n\n 219. The Individual Defendants spoke at length during the Class Period about the\n\nCompany\u2019s contract bidding practices, ability to assess risk, and visibility into the relevant\n\ncontracts\u2014demonstrating that they were aware of or, at the very least, were reckless in not\n\nknowing the true impact the Company\u2019s aggressive bidding and inability to properly monitor and\n\nassess risk would have on Lockheed\u2019s business.\n\n 220. Throughout the Class Period, Defendants did not disclaim uncertainty or lack of\n\ninsight. Instead, they repeatedly represented that they had direct visibility into program\n\nperformance, had identified and quantified risks, and were actively monitoring execution through\n\nenhanced processes and personnel. These statements\u2014made repeatedly, confidently, and with\n\nincreasing specificity\u2014render implausible any claim that Defendants were unaware of the adverse\n\nfacts they concealed.\n\n 1. Defendants\u2019 Touted Superior Risk Assessment and Asserted Visibility\n into the MFC and Aeronautics Programs\n\n 221. At the outset of the Class Period, the Individual Defendants affirmatively\n\nrepresented that Lockheed had already implemented analytical pricing discipline and appropriately\n\nmatched risk to contract structure. For example, on January 23, 2024, during an earnings call\n\ndiscussing fourth quarter 2023 results, Defendants responded to analyst questions about how\n\nongoing government contracts, including fixed-price contracts, would affect margins. Defendant\n\n\n\n 71\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 77 of 96\n\n\n\n\nMalave stated that Lockheed was: \u201cemploying a lot more pricing discipline\u2026 ensuring that it\u2019s\n\njust a more analytical support for the way we approach pricing\u2026 [and] that our pricing\n\naccounts for that risk as well.\u201d\n\n 222. Defendants also affirmatively stated that they reviewed costs from the MFC and\n\nAeronautics Programs. For example, on February 14, 2024, Defendant Malave misleadingly\n\ndiscussed losses to the classified Aeronautics Program in 2021 and stated that Defendants\n\n\u201ccontinued to monitor that one pretty closely.\u201d Similarly, with respect to the MFC Program,\n\nDefendant Malave claimed they were \u201ckeeping a tight lid on overhead and indirect costs and\n\nstreamlining that cost structure where the opportunities exist.\u201d\n\n 223. These statements demonstrate scienter because Defendants answered direct\n\nquestions about the fixed-price risks from the classified MFC and Aeronautics Programs and\n\nclaimed they monitored the risks \u201cclosely.\u201d Thus, the Individual Defendants either knew their\n\nstatements were false and misleading or were reckless in making them despite contrary\n\ninformation.\n\n 224. Moreover, these statements support an inference that Defendants were aware of\u2014\n\nyet failed to disclose\u2014the Company\u2019s exposure to fixed-price risk and related systemic execution\n\nfailures. Not only do the Individual Defendants\u2019 statements reflect knowledge of the risks from\n\nthe MFC and Aeronautics Programs, but their statements reflect intimate knowledge of the\n\nCompany\u2019s current risk landscape\u2014or, at minimum, reckless disregard for known contrary\n\ninformation.\n\n 2. Statements Regarding Current F-35 Program\n\n 225. On July 23, 2024, during the Q2 2024 earnings call, the Individual Defendants\n\nmade detailed statements about the operational status of the F-35 Program, including production\n\nrates, delivery expectations, supplier readiness, and contract awards. Defendant Taiclet told\n\n\n 72\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 78 of 96\n\n\n\n\ninvestors that \u201c[w]e continue to produce at a rate of 156 aircraft per year, and expect to deliver\n\n75 to 100 aircraft in the second half of 2024\u201d and that the Company expected \u201cdeliveries of F-35\n\naircraft to exceed production for the next few years.\u201d Defendant Malave also represented to\n\ninvestors that Lockheed \u201cexpect[s] F-35 Lot 18 and 19 to be awarded this year, maintaining\n\nprogram funding, and continuity.\u201d\n\n 226. The Individual Defendants\u2019 statements claimed real-time insight into current and\n\nexpected F-35 production. By emphasizing such insights, the Individual Defendants represented\n\nthat they were closely scrutinizing the F-35 Program. This creates a strong inference that the\n\nIndividual Defendants knowingly or recklessly misrepresented the program\u2019s true status insofar\n\nthat continued delays and cost overruns had materially delayed F-35 contract negotiations.\n\n 3. Defendants Quantified Loss Exposure in the MFC Program While\n Claiming Visibility into Timing and Trajectory\n\n 227. On October 22, 2024, Defendant Malave affirmed previous statements regarding\n\n2024 losses attributable to the MFC Program, evidencing his knowledge and involvement with the\n\nprogram. Specifically, Defendant Malave stated that: (i) remaining 2024 losses were limited to\n\napproximately $225 million; and (ii) additional losses in 2025 would be approximately $250\u2013$300\n\nmillion, spread over time. Even more indicative of Defendant Malave\u2019s knowledge, on December\n\n3, 2024, Defendant Malave told investors they should expect: \u201clower losses from the MFC\n\nclassified program \u2026 [which] will give us a little bit [of a] tailwind.\u201d\n\n 228. These statements are probative evidence of scienter because Defendant Malave did\n\nnot hedge uncertainty; he spoke with precision. Indeed, Defendant Malave provided precise figures\n\nand timing. Such specificity reflects access to detailed internal estimates and program forecasts.\n\nMoreover, Defendant Malave\u2019s statements infer that the Individual Defendants\u2019 monitoring of the\n\nMFC Program was ongoing and granular. Finally, the proximity of Defendant Malave\u2019s December\n\n\n\n 73\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 79 of 96\n\n\n\n\n2024 statement to the January 2025 charge of $1.3 billion to the MFC Program supports a strong\n\ninference that he spoke contrary to known facts.\n\n 4. Statements that Lockheed\u2019s Financial Profile Had Been De-Risked\n\n 229. In response to investor outrage at the January 2025 charges to the MFC and\n\nAeronautics Programs, the Individual Defendants stated that charges taken had \u201cde-risked\u201d the\n\nfinancial profile of the classified programs and Lockheed as a whole. Statements regarding these\n\nameliorative measures lend to an inference of scienter regarding the Individual Defendants\u2019\n\nknowledge as to the inner workings of these programs.\n\n 230. For example, on January 28, 2025, Defendant Malave affirmed that Lockheed\u2019s\n\nfinancial profile had been de-risked and that the following additional measures had been put in\n\nplace to bolster program visibility: (i) conducted comprehensive reviews of assumptions; (ii)\n\nimplemented continuous monitoring; (iii) added internal and external technical experts; and (iv)\n\nenhanced automated testing and milestone tracking.\n\n 231. Likewise, on February 13, 2025, Defendant Malave stated that losses were \u201cwell-\n\ncontained\u201d and that management had a \u201cpretty good handle on the cost\u201d going forward based on,\n\namong other things, \u201ctaking a more conservative approach on the losses or the cost[,] . . .\n\nbringing in [] additional resources, [and] adding [] continuous monitoring to the program.\u201d\n\n 232. The Individual Defendants\u2019 statements were irrefutable as to their first-hand\n\nknowledge regarding the monitoring and purportedly curative efforts employed to enhance\n\nvisibility into fixed-price risk. By emphasizing monitoring, resources, and process controls, the\n\nIndividual Defendants represented that they were closely tracking program performance. When\n\nnearly a billion dollars in additional losses were later disclosed, these assurances strongly support\n\nthe inference that the Individual Defendants either knew their statements were false or were\n\nreckless in making them despite contrary information.\n\n\n 74\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 80 of 96\n\n\n\n\n D. Lockheed\u2019s MFC, Aeronautics, and F-35 Programs Were Critical to the\n Company\u2019s Business\n\n 233. The Individual Defendants\u2019 knowledge of materially adverse financial impacts\n\nwithin the F-35 Program and charges from the MFC and Aeronautics Programs can be further\n\ninferred because these programs are critical to the Company\u2019s current and future core operations.\n\n 234. Indeed, the F-35 Program has represented approximately a quarter of Lockheed\u2019s\n\nrevenues since 2017 and 26% of its revenue in 2023, the year prior to the Class Period. Throughout\n\nthe Class Period, Defendants repeatedly acknowledged in Lockheed\u2019s SEC filings that the F-35\n\nProgram was the Company\u2019s largest program, generating approximately 25\u201326% of the\n\nCompany\u2019s consolidated revenues and a majority of revenues within the Aeronautics segment. For\n\nexample, in Lockheed\u2019s 2024 annual report on SEC Form 10-K, Defendants stated that the F-35\n\nwas \u201cour largest program\u201d and disclosed that it accounted for approximately 26% of consolidated\n\nrevenues and approximately 65% of Aeronautics segment revenues (the Company\u2019s largest\n\nbusiness segment). Lockheed reiterated this characterization in its quarterly reports throughout the\n\nClass Period, again describing the F-35 Program as \u201cour largest program\u201d and quantifying its\n\nmaterial contribution to consolidated revenues.\n\n 235. The operational issues underlying the October 22, 2024 loss announcement\u2014\n\nincluding production lot timing, contractual authorization delays, and technology upgrade\n\nexecution problems\u2014went directly to the core mechanics of the F-35 Program and to Lockheed\u2019s\n\nability to generate revenues and control costs. This is especially so given the Lot 18 and 19\n\ncontracts were valued at $24.3 billion and were therefore crucial to Lockheed\u2019s continued financial\n\nviability. Moreover, Lockheed\u2019s ability to implement combat-ready TR-3 upgrades was similarly\n\ncritical to the Company\u2019s operations given it was mandatory to retain the F-35 Program.\n\n\n\n\n 75\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 81 of 96\n\n\n\n\n 236. Indeed, Defendants acknowledged that unresolved F-35 production and upgrade\n\nmatters were negatively affecting earnings and cash flow until resolved in its October 22, 2024\n\nquarterly report on SEC Form 10-Q. Specifically, Defendants disclosed that delays in contractual\n\nauthorization and funding for certain F-35 production lots, together with execution challenges\n\nassociated with technology upgrades, were adversely impacting Aeronautics segment profitability\n\nand cash generation.\n\n 237. Likewise, the MFC and Aeronautics Programs were critically important to\n\nLockheed\u2019s continued and future operations. Their importance to Lockheed\u2019s business is\n\nevidenced by Defendants\u2019 own repeated statements throughout the Class Period regarding the\n\nclassified programs. See Section V. By that same token, analysts and investors clearly believed the\n\nMFC and Aeronautics were critically important, as they pressed the Individual Defendants for\n\nmore information on the classified programs during earnings calls and conferences and highlighted\n\nthe programs in their quarterly reporting. For example, during the J.P. Morgan Industrials\n\nConference held on March 13, 2024, when asked questions regarding the classified programs,\n\nDefendant Malave described them both as \u201cgrowth engine[s],\u201d meaning both programs were\n\nviewed as long-term, core revenue drivers for the Company. Moreover, investors\u2019 swift reaction\n\nto the losses in the MFC and Aeronautics Programs further confirms that the market viewed those\n\nprograms as critical to Lockheed\u2019s financial viability. See Section VI.\n\n 238. Given the scale, revenue concentration, and strategic importance of the MFC,\n\nAeronautics, and F-35 Programs, it is implausible that the Individual Defendants\u2014who served as\n\nLockheed\u2019s most senior executives and were responsible for certifying the accuracy of the\n\nCompany\u2019s SEC filings\u2014were unaware of the adverse facts concealed or misrepresented during\n\nthe Class Period. Unlike allegations involving peripheral business lines, the facts here concern a\n\n\n\n\n 76\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 82 of 96\n\n\n\n\nprogram that Defendants themselves repeatedly described as central to the Company\u2019s operations\n\nand financial performance.\n\n 239. Accordingly, when viewed holistically, the allegations give rise to a strong\n\ninference that the Individual Defendants were aware of the issues alleged related to the MFC,\n\nAeronautics, and F-35 Programs.\n\n E. Corroborative FE Accounts Provide Further Inference of Scienter\n\n 240. The corroborated accounts of multiple former employees support a strong inference\n\nof scienter. Where, as here, numerous former employees independently describe the same\n\noperational failures, fixed-price risk, and internal concerns, those allegations reasonably support\n\nthe inference that the issues were systemic, known at the company-wide level, and therefore either\n\nknown to, or recklessly disregarded by, senior management, whose knowledge may be imputed\n\nfor purposes of the securities laws.\n\n 241. FE accounts establish that the MFC Program had cost concerns and execution\n\nissues from its inception prior to, and throughout the Class Period, that Lockheed failed to\n\nappropriately mitigate these risks. As a result, FE accounts confirm losses on the program were\n\nconsidered likely prior to April 2024.\n\n 242. For example, FE-1 recalled that at the time she joined the program in 2019, there\n\nwere already discussions about implementing redesigns to lower the per unit cost to mitigate the\n\npossible costs. FE-1 recalled a \u201cpoor business decision\u201d that was made in 2021 by the VP\n\nresponsible for the program at that time. FE-1 explained that she had made the decision to not\n\npursue design changes when they would have been \u201cmost helpful.\u201d FE-1 recalled bringing design\n\nchanges to this VP and being told to \u201cput them on the shelf.\u201d FE-1 further recalled that these design\n\nchanges were later \u201cpicked up\u201d but at that point it was too late to fully implement them.\n\n\n\n\n 77\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 83 of 96\n\n\n\n\n 243. FE-1 recalled that it was a \u201cknown likelihood\u201d losses would occur \u201cmany months\u201d\n\nprior to the April 2024 announcement. According to FE-1, the Company had \u201crun out of time\u201d to\n\nimplement design changes and the process of changing qualifications on a contract takes time and\n\nis \u201cextremely expensive.\u201d\n\n 244. FE accounts also establish that there were routine meetings discussing issues with\n\nLockheed\u2019s classified programs, as well as comprehensive internal reporting and monitoring,\n\nmeaning information regarding fixed-price risk and execution challenges was known and widely\n\ndisseminated throughout the Company.\n\n 245. According to FE-1, in her final role at the Company, she was provided status\n\nupdates on the MFC program in meetings with senior leadership. FE-1 recalled that the regularity\n\nof these meetings had decreased to now only occurring approximately monthly.\n\n 246. FE-2 recalled that if a contract was expected to be a loss, it was presented to\n\nmanagement. They would discuss how they wanted to \u201cmanipulate or massage the numbers.\u201d In\n\nher opinion, Lockheed tried to make it look like they had everything under control and would\n\n\u201csweep things under the rug.\u201d\n\n F. Defendants Taiclet and Malave Were Financially Motivated to Commit\n Securities Fraud\n\n 247. Defendants Taiclet and Malave were financially motivated to withhold or delay\n\ndisclosure of materially adverse information from the investing public because a substantial\n\nportion of their compensation was equity-based and directly tied to Lockheed\u2019s stock price and\n\nshareholder return. This compensation structure provided the Individual Defendants with a\n\npersonal and concrete economic incentive to maintain an artificially inflated share price during the\n\nClass Period.\n\n\n\n\n 78\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 84 of 96\n\n\n\n\n 248. At all relevant times, Lockheed maintained a pay-for-performance executive\n\ncompensation program applicable to its senior leadership, including Defendants Taiclet and\n\nMalave. Under this program, senior executives received compensation comprised of: (i) base\n\nsalary, (ii) annual cash incentive compensation, and (iii) long-term equity-based compensation,\n\nincluding restricted stock units (\u201cRSUs\u201d) and performance stock units (\u201cPSUs\u201d), the value of\n\nwhich was directly dependent on Lockheed\u2019s stock price and financial performance.\n\n 249. Lockheed\u2019s PSUs were subject to multi-year performance conditions, further\n\namplifying executives\u2019 exposure to sustained stock price declines. For the 2024\u20132026 PSU\n\nperformance cycle, 50% of PSU awards were tied to relative total shareholder return (\u201cTSR\u201d),\n\n25% to free cash flow, and 25% to return on invested capital (\u201cROIC\u201d). The performance period\n\nfor these awards extended through December 31, 2026, meaning that adverse disclosures affecting\n\nstock price, cash flow, or capital efficiency during the Class Period directly threatened Defendants\u2019\n\nability to earn and retain these awards.\n\n 250. For fiscal year 2024, Defendant Taiclet received total compensation of\n\napproximately $23,753,914, of which approximately $13,046,594\u2014more than 55%\u2014consisted of\n\nstock awards. Defendant Malave received total compensation of approximately $8,532,614, of\n\nwhich approximately $4,269,880\u2014approximately 50%\u2014consisted of stock awards. Thus, a\n\nmajority of each of the Individual Defendant\u2019s compensation depended on maintaining Lockheed\u2019s\n\nstock price and financial metrics.\n\n 251. Because the PSUs and RSUs are directly impacted by stock price declines, senior\n\nexecutives can be incentivized to delay the disclosure of negative information either knowingly or\n\nwith severe recklessness. Such disclosure violation is undertaken as a means to avoid the triggering\n\n\n\n\n 79\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 85 of 96\n\n\n\n\nof an immediate stock drop in the hope that later good news, remediation, or offsetting\n\nperformance will prevent or blunt the impact of the eventual disclosure.\n\n 252. FE accounts corroborate that contracts were entered into to boost bonuses. For\n\nexample, in FE-2\u2019s opinion, contract proposals were never accurate, and certain contracts were\n\nnegotiated improperly. She suggested that they were thrown together quickly to \u201chelp the financial\n\nnumbers\u201d and that there was no due diligence done to ensure that the company could successfully\n\ncomplete the contract. FE-2 went on to suggest that contracts were taken in order to inflate numbers\n\nand to boost bonuses. FE-2 explained that many of the contracts ended up being over cost and\n\nbehind schedule.\n\n 253. Accordingly, Defendants Taiclet and Malave were incentivized to delay the\n\ndisclosure of negative information either knowingly or with severe recklessness, in order to\n\nmislead the market and artificially inflate Lockheed\u2019s stock price. When considered together with\n\nIndividual Defendants\u2019 access to internal information, their hands-on involvement in core\n\noperations, and the timing and content of the Company\u2019s disclosures, these compensation-based\n\nincentives further support a strong inference of scienter.\n\nVIII. CLASS ACTION ALLEGATIONS\n\n 254. Lead Plaintiffs bring this action as a class action pursuant to Federal Rule of Civil\n\nProcedure 23(a) and (b)(3) on behalf of a Class of all persons and entities who or which purchased\n\nor otherwise acquired the publicly traded common stock of Lockheed during the period from\n\nJanuary 23, 2024 through July 21, 2025, inclusive. Excluded from the Class are: (i) Defendants;\n\n(ii) members of the immediate family of any Defendant who are individuals; (iii) any person who\n\nwas an officer, director or control person of Lockheed during the Class Period, and members of\n\ntheir immediate families; (iv) any firm, trust, corporation, or other entity in which any Defendant\n\nhas or had a controlling or beneficial interest; (v) Lockheed\u2019s employee retirement and benefit\n\n\n 80\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 86 of 96\n\n\n\n\nplan(s), if any, and their participants or beneficiaries, to the extent they made purchases through\n\nsuch plan(s); and (vi) the legal representatives, affiliates, heirs, successors-in-interest, or assigns\n\nof any such excluded person.\n\n 255. The members of the Class are so numerous that joinder of all members is\n\nimpracticable. Throughout the Class Period, Lockheed\u2019s shares actively traded on the New York\n\nStock Exchange (\u201cNYSE\u201d). While the exact number of Class members is unknown to Lead\n\nPlaintiffs at this time and can only be ascertained through appropriate discovery, Lead Plaintiffs\n\nbelieve that there are at least hundreds or thousands of members in the proposed Class. Millions\n\nof Lockheed shares were traded publicly during the Class Period on the NYSE. Record owners\n\nand other members of the Class may be identified from records maintained by Lockheed or its\n\ntransfer agent and may be notified of the pendency of this action by mail, using the form of notice\n\nsimilar to that customarily used in securities class actions.\n\n 256. Lead Plaintiffs\u2019 claims are typical of the claims of the members of the Class as all\n\nmembers of the Class are similarly affected by Defendants\u2019 wrongful conduct in violation of\n\nfederal law that is complained of herein.\n\n 257. Lead Plaintiffs will fairly and adequately protect the interests of the members of the\n\nClass and has retained counsel competent and experienced in class and securities litigation.\n\n 258. Common questions of law and fact exist as to all members of the Class and\n\npredominate over any questions solely affecting individual members of the Class. Among the\n\nquestions of law and fact common to the Class are:\n\n (a) Whether the federal securities laws were violated by Defendants\u2019 acts as\n\nalleged herein;\n\n\n\n\n 81\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 87 of 96\n\n\n\n\n (b) Whether statements made by Defendants to the investing public during the\n\nClass Period omitted and/or misrepresented material facts about the business, operations, and\n\nprospects of Lockheed;\n\n (c) Whether, and to what extent, the market price of Lockheed common stock\n\nwas artificially inflated during the Class Period because of the material misstatements alleged\n\nherein;\n\n (d) Whether Defendants acted with the requisite level of scienter;\n\n (e) Whether Defendants Taiclet and Malave were controlling persons of\n\nLockheed; and\n\n (f) Whether the members of the Class have sustained damages as a result of the\n\nconduct complained of herein, and if so, the proper measure of such damages.\n\n 259. A class action is superior to all other available methods for the fair and efficient\n\nadjudication of this controversy since joinder of all members is impracticable. Furthermore, as the\n\ndamages suffered by individual Class members may be relatively small, the expense and burden\n\nof individual litigation makes it impossible for members of the Class to individually redress the\n\nwrongs done to them. There will be no difficulty in the management of this action as a class action.\n\nIX. PRESUMPTION OF RELIANCE: FRAUD-ON-THE-MARKET DOCTRINE\n\n 260. To the extent that Lead Plaintiffs allege that Defendants made affirmative\n\nmisstatements, Lead Plaintiffs will rely upon the presumption of reliance established by the fraud\n\non-the-market doctrine in that, among other things:\n\n (a) Defendants made public misrepresentations or failed to disclose material\n\nfacts during the Class Period;\n\n (b) The omissions and misrepresentations were material;\n\n (c) Lockheed common stock traded in an efficient market;\n\n\n 82\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 88 of 96\n\n\n\n\n (d) The misrepresentations and omissions alleged would tend to induce a\n\nreasonable investor to misjudge the value of Lockheed common stock; and\n\n (e) Lead Plaintiffs and other members of the Class purchased Lockheed\n\ncommon stock between the time Defendants misrepresented or failed to disclose material facts and\n\nthe time the true facts were disclosed, without knowledge of the misrepresented or omitted facts.\n\n (f) Lockheed common stock met the requirements for listing, and was listed\n\nand actively traded on the NYSE, a highly efficient and automated market;\n\n (g) According to the Company\u2019s SEC Form 10-K filed on January 28, 2025,\n\nthe Company had approximately 235 million shares of common stock outstanding as of the date\n\nof the filing, demonstrating a very active and broad market for Lockheed common stock;\n\n (h) Lockheed filed periodic public reports with the SEC;\n\n (i) Lockheed regularly communicated with public investors via established\n\nmarket communication mechanisms, including the regular dissemination of press releases on the\n\nnational circuits of major newswire services, the Internet and other wide-ranging public\n\ndisclosures;\n\n (j) Lockheed was followed by several securities analysts employed by major\n\nbrokerage firms including J.P. Morgan, Morgan Stanley, UBS, and several others, which wrote\n\nreports that were distributed to the sales force and certain customers of their respective brokerage\n\nfirms, were publicly available, and entered the public marketplace;\n\n (k) Unexpected material news about Lockheed was rapidly reflected in and\n\nincorporated into the Company\u2019s stock price during the Class Period; and\n\n (l) There were market makers for Lockheed\u2019s shares during the Class Period.\n\n\n\n\n 83\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 89 of 96\n\n\n\n\n 261. As a result of the foregoing, the market for Lockheed common stock promptly\n\ndigested current information regarding Lockheed from publicly available sources and reflected\n\nsuch information in Lockheed\u2019s share price. Under these circumstances, all persons and entities\n\nwho purchased or otherwise acquired Lockheed common stock during the Class Period suffered\n\nsimilar injuries through their purchases of Lockheed common stock at artificially inflated prices\n\nand the presumption of reliance applies.\n\n 262. The material misrepresentations and omissions alleged herein would induce a\n\nreasonable investor to misjudge the value of Lockheed common stock.\n\n 263. Without knowledge of the misrepresented or omitted material facts alleged herein,\n\nLead Plaintiffs and other members of the Class purchased shares of Lockheed common stock\n\nbetween the time Defendants misrepresented or failed to disclose material facts and the time the\n\ntrue facts were disclosed.\n\n 264. To the extent that the Defendants concealed or improperly failed to disclose\n\nmaterial facts with respect to Lockheed\u2019s business, Lead Plaintiffs are entitled to a presumption of\n\nreliance in accordance with Affiliated Ute Citizens of Utah v. United States, 406 U.S. 128, 153\n\n(1972).\n\nX. INAPPLICABILITY OF STATUTORY SAFE HARBOR\n\n 265. The statutory safe harbor provided for forward-looking statements under certain\n\ncircumstances does not apply to any of the allegedly false statements pleaded in this Complaint.\n\nThe statements alleged to be false and misleading herein all relate to then-existing facts and\n\nconditions. To the extent certain statements alleged to be false or misleading are determined to be\n\nmixed statements of historical or present information and future information, such statements are\n\nnot entitled to the safe harbor with respect to the part of the statement that refers to historical or\n\npresent conditions.\n\n\n 84\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 90 of 96\n\n\n\n\n 266. To the extent certain of the statements alleged to be false or misleading may be\n\ncharacterized as forward looking, they were not identified as \u201cforward-looking statements\u201d when\n\nmade and there were no meaningful cautionary statements identifying important factors that could\n\ncause actual results to differ materially from those in the purportedly forward-looking statements.\n\nTo the extent Defendants included any cautionary language, that language was not meaningful\n\nbecause any potential risks identified by Defendants had already passed or manifested. As detailed\n\nherein, Defendants spoke with knowledge of existing adverse facts and conditions\u2014including cost\n\noverruns, fixed-price risks, and the award for Lot 18 and 19, among other things\u2014rendering their\n\nstatements misleading when made and stripping them of any protection under the PSLRA\u2019s safe\n\nharbor.\n\n 267. In the alternative, to the extent that the statutory safe harbor is determined to apply\n\nto any forward-looking statements pleaded herein, Defendants are liable for those false forward-\n\nlooking statements because at the time each of those forward-looking statements were made, the\n\nspeaker had actual knowledge that the forward-looking statement was materially false or\n\nmisleading, or the forward-looking statement was authorized or approved by an executive officer\n\nof Lockheed who knew that the statement was false when made.\n\nXI. CONTROL PERSON ALLEGATIONS\n\n 268. The Individual Defendants, by virtue of their high-level positions with the\n\nCompany, directly participated in the management of the Company and were directly involved in\n\nthe day-to-day operations of the Company at the highest levels. The Individual Defendants\n\nparticipated in drafting, preparing, and/or approving the public statements and communications\n\ncomplained of herein and were aware of, or recklessly disregarded, the material misstatements\n\ncontained therein and omissions therefrom, and were aware of their materially false and misleading\n\nnature.\n\n\n 85\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 91 of 96\n\n\n\n\n 269. The Individual Defendants, as senior executive officers of the Company, were able\n\nto and did control the content of the various SEC filings, press releases, and other public statements\n\npertaining to Lockheed during the Class Period. The Individual Defendants were provided with\n\ncopies of the documents and statements alleged herein to be materially false and misleading prior\n\nto or shortly after their issuance and/or had the ability and opportunity to prevent their issuance or\n\ncause them to be corrected. Accordingly, the Individual Defendants are responsible for the\n\naccuracy of the public reports, releases, and other statements detailed herein and are primarily\n\nliable for the misrepresentations and omissions contained therein.\n\n 270. The Individual Defendants, because of their positions of control and authority as\n\nsenior executive officers and directors, had access to the adverse undisclosed information about\n\nLockheed\u2019s business through their access to internal corporate documents and information,\n\nconversations and associations with other corporate officers and employees, attendance at\n\nregularly-held meetings, as well as other management and Board of Directors meetings thereof,\n\nand reports and other information provided to them in connection therewith.\n\n 271. As senior officers and controlling persons of a publicly held company whose\n\ncommon stock was, during the relevant time, registered with the SEC pursuant to the Exchange\n\nAct and traded on the NYSE, the Individual Defendants each had a duty to promptly disseminate\n\naccurate and truthful information with respect to Lockheed\u2019s operations and business, and to\n\ncorrect any previously issued statements that were or had become materially misleading or untrue,\n\nso that the market price of Lockheed common stock would be based upon truthful and accurate\n\ninformation. The Individual Defendants\u2019 wrongdoing during the Class Period violated these\n\nspecific requirements and obligations.\n\n\n\n\n 86\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 92 of 96\n\n\n\n\n 272. The Individual Defendants are liable as primary participants in a fraudulent scheme\n\nand course of business that operated as a fraud and deceit on all persons and entities who purchased\n\nor otherwise acquired Lockheed common stock during the Class Period, which included the\n\ndissemination of materially false and misleading statements (both affirmative statements and\n\nstatements rendered misleading because of material omissions) regarding Lockheed\u2019s pricing and\n\ncost-control mechanisms, ongoing cost overruns, and the risk of losses in Lockheed\u2019s MFC,\n\nAeronautics, and F-35 Programs.\n\n 273. The scheme: (i) deceived the investing public regarding Lockheed\u2019s operations and\n\nthe true value of Lockheed common stock, and (ii) caused Lead Plaintiffs and other members of\n\nthe Class to purchase or otherwise acquire Lockheed common stock at artificially inflated prices.\n\n 274. In making the statements complained of herein, the Individual Defendants, who\n\nwere senior officers and controlling persons of Lockheed, were acting on behalf of the Company\n\nin the regular course of business. Therefore, each of the statements made by the Individual\n\nDefendants is attributable to the Company.\n\nXII. CAUSES OF ACTION\n\n COUNT I\n\n For Violation of \u00a710(b) of the Exchange Act\n and Rule 10b-5 against Defendants\n\n 275. Lead Plaintiffs repeat, incorporate, and reallege each and every allegation contained\n\nabove as if fully set forth herein.\n\n 276. The Count is asserted on behalf of all members of the Class against Defendants\n\nLockheed, Taiclet, and Malave, for violations of \u00a7 10(b) of the Exchange Act and Rule 10b-5\n\npromulgated thereunder.\n\n\n\n\n 87\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 93 of 96\n\n\n\n\n 277. As alleged herein, throughout the Class Period, Defendants, individually and in\n\nconcert, directly and indirectly, by the use of the means or instrumentalities of interstate commerce,\n\nthe mails and/or the facilities of national securities exchanges, made untrue statements of material\n\nfact and/or omitted to state material facts necessary to make their statements not misleading and\n\ncarried out a plan, scheme and course of conduct, in violation of \u00a7 10(b) of the Exchange Act and\n\nRule 10b-5 promulgated thereunder. Defendants intended to and did, as alleged herein: (i) deceive\n\nthe investing public, including Lead Plaintiffs and the Class; (ii) artificially manipulate the price\n\nof Lockheed common stock; and (iii) cause Lead Plaintiffs and members of the Class to purchase\n\nLockheed common stock at artificially inflated prices.\n\n 278. The Individual Defendants were individually and collectively responsible for\n\nmaking the false and misleading statements and omissions alleged here in and having engaged in\n\na plan, scheme, and course of conduct designed to deceive Lead Plaintiffs and members of the\n\nClass, by virtue of having made public statements and prepared, approved, signed, and/or\n\ndisseminated documents that contained untrue statements of material fact and/or omitted facts\n\nnecessary to make the statements therein not misleading.\n\n 279. As set forth above, Defendants made their false and misleading statements\n\nomissions and engaged in the fraudulent activity described herein knowingly and intentionally, or\n\nin such a deliberately reckless manner as to constitute willful deceit and fraud upon Lead Plaintiffs\n\nand the other members of the Class who purchased Lockheed common stock during the Class\n\nPeriod.\n\n 280. In ignorance of the false and misleading nature of Defendants\u2019 statements and\n\nomissions, and relying directly or indirectly on those statements or upon the integrity of the market\n\nprice for Lockheed common stock, Lead Plaintiffs and other members of the Class purchased\n\n\n\n\n 88\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 94 of 96\n\n\n\n\nLockheed common stock at artificially inflated prices during the Class Period. But for the fraud,\n\nLead Plaintiffs and members of the Class would not have purchased Lockheed common stock at\n\nsuch artificially inflated price. As set forth herein, when the true facts were subsequently disclosed,\n\nthe price of Lockheed common stock declined precipitously, and Lead Plaintiffs and members of\n\nthe Class were damaged and harmed as a direct and proximate result of their purchases of\n\nLockheed common stock at artificially inflated prices and the subsequent decline in the price of\n\nthat stock when the truth was disclosed.\n\n 281. By virtue of the foregoing, Defendants are liable to Lead Plaintiffs and members of\n\nthe Class for violations of \u00a7 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.\n\n COUNT II\n\n For Violation of \u00a720(a) of the Exchange Act\n against the Individual Defendants\n\n 282. Lead Plaintiffs repeat, incorporate, and reallege each and every allegation contained\n\nabove as if fully set forth herein.\n\n 283. This Count is asserted on behalf of all members of the Class against the Individual\n\nDefendants for violation of \u00a7 20(a) of the Exchange Act.\n\n 284. The Individual Defendants had control over Lockheed and made the materially\n\nfalse and misleading statements and omissions on behalf of Lockheed within the meaning of \u00a7\n\n20(a) of the Exchange Act as alleged herein. By virtue of their executive positions and their\n\nculpable participation, as alleged above, the Individual Defendants had the power to influence and\n\ncontrol and did, directly or indirectly, influence and control the decision making of the Company,\n\nincluding the content and dissemination of the various statements that Lead Plaintiffs contend were\n\nfalse and misleading. The Individual Defendants were provided with or had unlimited access to\n\nthe Company\u2019s internal reports, press releases, public filings, and other statements alleged by Lead\n\n\n\n 89\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 95 of 96\n\n\n\n\nPlaintiffs to be misleading prior to or shortly after these statements were issued, and had the ability\n\nto prevent the issuance of the statements or cause them to be corrected.\n\n 285. In particular, the Individual Defendants had direct involvement in and\n\nresponsibility over the day-to-day operations of the Company and, therefore, are presumed to have\n\nhad the power to control or influence the particular transactions giving rise to the securities\n\nviolations as alleged herein. Lockheed, in turn, controlled the Individual Defendants and all of its\n\nemployees.\n\n 286. By reason of such wrongful conduct, Individual Defendants are liable pursuant to\n\n\u00a7 20(a) of the Exchange Act. As a direct and proximate result of Individual Defendants\u2019 wrongful\n\nconduct, Lead Plaintiffs and the other members of the Class suffered damages in connection with\n\ntheir purchases of the Company\u2019s securities during the Class Period.\n\nXIII. PRAYER FOR RELIEF\n\n WHEREFORE, Lead Plaintiffs pray for judgment as follows:\n\n A. Determining that this action is a proper class action, and certifying Lead Plaintiffs\n\nas Class representatives under Rule 23 of the Federal Rules of Civil Procedure and Lead Plaintiffs\u2019\n\ncounsel as Lead Counsel for the Class;\n\n B. Awarding compensatory damages in favor of Lead Plaintiffs and the other Class\n\nmembers against all Defendants, jointly and severally, for all damages sustained as a result of\n\nDefendants\u2019 wrongdoing, in an amount to be proven at trial, including interest thereon;\n\n C. Awarding Lead Plaintiffs and the Class their reasonable costs and expenses\n\nincurred in this action, including counsel fees and expert fees; and\n\n D. Awarding such other and further relief as the Court may deem just and proper.\n\nXIV. JURY TRIAL DEMAND APPLICABLE TO ALL CLAIMS\n\n Lead Plaintiffs demand a trial by jury.\n\n\n 90\n\f Case 1:25-cv-06197-MMG Document 52 Filed 01/12/26 Page 96 of 96\n\n\n\n\nDATED: January 12, 2026 Respectfully submitted,\n\n /s/ Michael P. Canty\n LABATON KELLER SUCHAROW LLP\n Michael P. Canty\n James T. Christie\n Nicholas D. Manningham\n 140 Broadway\n New York, New York 10005\n Telephone: (212) 907-0700\n Facsimile: (212) 818-0477\n mcanty@labaton.com\n jchristie@labaton.com\n nmanningham@labaton.com\n\n Counsel for Lead Plaintiffs\n\n\n\n\n 91\n\f","ocr_status":2,"date_upload":"2026-02-10T06:54:13.115954-08:00","document_number":"52","attachment_number":null,"pacer_doc_id":"127038871709","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Amended Complaint","acms_document_guid":""}],"date_created":"2026-01-12T17:07:54.918793-08:00","date_modified":"2026-05-11T20:28:17.138414-07:00","date_filed":"2026-01-12","time_filed":"19:48:06","entry_number":52,"recap_sequence_number":"2026-01-12.002","pacer_sequence_number":211,"description":"AMENDED COMPLAINT amending 1 Complaint against Lockheed Martin Corporation, Jesus Malave, James D. Taiclet with JURY DEMAND.Document filed by Local 705 International Brotherhood of Teamsters Pension Fund, New England Teamsters Pension Fund. Related document: 1 Complaint..(Canty, Michael) (Entered: 01/12/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/449995525/","id":449995525,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/70945174/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/464802086/","id":464802086,"tags":[],"absolute_url":"/docket/70945174/51/khan-v-lockheed-martin-corporation/","date_created":"2026-01-12T09:08:45.164472-08:00","date_modified":"2026-05-11T20:28:16.991469-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"51","attachment_number":null,"pacer_doc_id":"127038864444","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice of Appearance","acms_document_guid":""}],"date_created":"2026-01-12T09:08:45.133234-08:00","date_modified":"2026-05-11T20:28:16.948967-07:00","date_filed":"2026-01-12","time_filed":"11:01:17","entry_number":51,"recap_sequence_number":"2026-01-12.001","pacer_sequence_number":207,"description":"NOTICE OF APPEARANCE by Nicholas Daniel Manningham on behalf of Local 705 International Brotherhood of Teamsters Pension Fund, New England Teamsters Pension Fund..(Manningham, Nicholas) (Entered: 01/12/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447490161/","id":447490161,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/70945174/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462244004/","id":462244004,"tags":[],"absolute_url":"/docket/70945174/50/khan-v-lockheed-martin-corporation/","date_created":"2025-12-17T09:12:42.839422-08:00","date_modified":"2026-05-18T05:34:31.831527-07:00","sha1":"d7be5b1e7d0b5ec72c600cac656fa7852e7a47f2","page_count":2,"file_size":930423,"filepath_local":"recap/gov.uscourts.nysd.646538/gov.uscourts.nysd.646538.50.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.646538/gov.uscourts.nysd.646538.50.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:25-cv-06197-MMG Document 50 Filed 12/17/25 Page 1 of 2\n\n\n\n\nU NI T E D S T A T E S DI S T RI C T C O U R T\nS O U T H E R N DI S T RI C T O F N E W Y O R K\n\n\n x\nM U H A M M A D K H A N, I n di vi d u all y a n d o n : Ci vil A cti o n N o. 1: 2 5 -c v -0 6 1 9 7 -M M G\nB e h alf of All Ot h ers Si mil arl y Sit u at e d, :\n : C L A S S A C TI O N\n Pl ai ntiff, :\n : [ P R O P O S E D] O R D E R G R A N TI N G\n vs. : M O TI O N F O R L E A V E T O WI T H D R A W A S\n : C O U NSEL\nL O C K H E E D M A R TI N C O R P O R A TI O N, :\nJ A M E S D. T AI C L E T, E V A N T. S C O T T, a n d :\nJ E S U S M A L A V E, :\n :\n D ef e n d a nts.\n :\n x\n\f Case 1:25-cv-06197-MMG Document 50 Filed 12/17/25 Page 2 of 2\n\n\n\n\n U p o n c o nsi d er ati o n of t h e M oti o n f or L e a v e t o Wit h dr a w as C o u ns el, a n d f or g o o d c a us e\n\ns h o w n, it is H E R E B Y O R D E R E D T H A T S a m u el H. R u d m a n a n d D a vi d A. R os e nf el d of R o b bi ns\n\nG ell er R u d m a n & D o w d L L P ar e h er e b y wi t h dr a w n as c o u ns el of r e c or d. T h e Cl er k of t h e C o urt is\n\ndir e ct e d t o r e m o v e t h e a b o v e -n a m e d att or n e ys a n d l a w fir m fr o m t h e d o c k et as w ell as t h e E C F\n\nS er vi c e List.\n\n I T I S S O O R D E R E D.\n\nD A T E D: _ _ _1 _2/_ 1_ 7/\n _ _2_0_2_5_ _ _ _ _ _ _ _ _____________________________________\n T H E H O N O R A B L E M A R G A R E T M. G A R N E T T\n U NI T E D S T A T E S DI S T RI C T J U D G E\n\n\n\n\n - 1-\n\f","ocr_status":2,"date_upload":"2026-05-15T02:57:58.002459-07:00","document_number":"50","attachment_number":null,"pacer_doc_id":"127038746929","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order on Motion to Withdraw as Attorney","acms_document_guid":""}],"date_created":"2025-12-17T09:12:42.756095-08:00","date_modified":"2026-05-11T20:28:16.837877-07:00","date_filed":"2025-12-17","time_filed":"11:00:23","entry_number":50,"recap_sequence_number":"2025-12-17.001","pacer_sequence_number":205,"description":"ORDER GRANTING MOTION F OR LEAVE TO WITHDRAW AS COUNSEL granting 48 Motion to Withdraw as Attorney. Upon consideration of the Motion for Leave to Withdraw as Counsel, and for good cause shown, it is HEREBY ORDERED THAT Samuel H. Rudman and David A. Rosenfeld of Robbins Geller Rudman & Dowd LLP are hereby withdrawn as counsel of record. The Clerk of the Court is directed to remove the above-named attorneys and law firm from the docket as well as the ECF Service List. IT IS SO ORDERED. Attorney David Avi Rosenfeld and Samuel Howard Rudman terminated. (Signed by Judge Margaret M. Garnett on 12/17/2025) (mml) (Entered: 12/17/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447403674/","id":447403674,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/70945174/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462154661/","id":462154661,"tags":[],"absolute_url":"","date_created":"2025-12-16T13:11:16.087370-08:00","date_modified":"2025-12-16T13:11:16.096642-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice to Court Regarding Proposed Order","acms_document_guid":""}],"date_created":"2025-12-16T13:11:16.061356-08:00","date_modified":"2025-12-16T13:11:16.061365-08:00","date_filed":"2025-12-16","time_filed":"15:35:53","entry_number":null,"recap_sequence_number":"2025-12-16.001","pacer_sequence_number":null,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447266052/","id":447266052,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/70945174/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462012346/","id":462012346,"tags":[],"absolute_url":"/docket/70945174/48/khan-v-lockheed-martin-corporation/","date_created":"2025-12-15T13:09:03.467596-08:00","date_modified":"2026-05-11T20:28:16.589331-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"48","attachment_number":null,"pacer_doc_id":"127038733429","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Withdraw as Attorney","acms_document_guid":""}],"date_created":"2025-12-15T13:09:03.173355-08:00","date_modified":"2026-05-11T20:28:16.542457-07:00","date_filed":"2025-12-15","time_filed":"15:44:03","entry_number":48,"recap_sequence_number":"2025-12-15.001","pacer_sequence_number":198,"description":"MOTION for Samuel H. Rudman and David A. Rosenfeld to Withdraw as Attorney . Document filed by Employer-Teamsters Local Nos. 175 & 505 Pension Trust Fund..(Rudman, Samuel) (Entered: 12/15/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447266005/","id":447266005,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/70945174/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462012299/","id":462012299,"tags":[],"absolute_url":"/docket/70945174/49/khan-v-lockheed-martin-corporation/","date_created":"2025-12-15T13:08:56.200580-08:00","date_modified":"2026-05-11T20:28:16.696260-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"49","attachment_number":null,"pacer_doc_id":"127038733464","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Proposed Order","acms_document_guid":""}],"date_created":"2025-12-15T13:08:56.092497-08:00","date_modified":"2026-05-11T20:28:16.669391-07:00","date_filed":"2025-12-15","time_filed":"15:45:27","entry_number":49,"recap_sequence_number":"2025-12-15.002","pacer_sequence_number":200,"description":"PROPOSED ORDER. Document filed by Employer-Teamsters Local Nos. 175 & 505 Pension Trust Fund. Related Document Number: 48 ..(Rudman, Samuel) Proposed Order to be reviewed by Clerk's Office staff. (Entered: 12/15/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/443641135/","id":443641135,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/70945174/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/458285480/","id":458285480,"tags":[],"absolute_url":"/docket/70945174/47/khan-v-lockheed-martin-corporation/","date_created":"2025-11-10T09:10:24.109240-08:00","date_modified":"2026-05-11T20:28:16.478264-07:00","sha1":"7ec7c6b1f5c09e56d6b5aad59e126076161345b4","page_count":4,"file_size":1485455,"filepath_local":"recap/gov.uscourts.nysd.646538/gov.uscourts.nysd.646538.47.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.646538/gov.uscourts.nysd.646538.47.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:25-cv-06197-MMG Document 47 Filed 11/10/25 Page 1 of 4\n\n\n\n\n U NI T E D S T A T E S DI S T RI C T C O U R T\n S O U T H E R N DI S T RI C T O F N E W Y O R K\n\n\nM U H A M M A D K H A N, I n di vi d u all y a n d o n\nB e h alf of All Ot h ers Si mil arl y Sit u at e d ,\n\n Pl ai ntiff, N o. 1: 2 5- c v - 0 6 1 9 7-M M G\n vs.\n Ju d g e M ar g ar et M. G ar n ett\nL O C K H E E D M A R TI N C O R P O R A TI O N,\nJ A M E S D. T AI C L E T, E V A N T. S C O T T, a n d C L A S S A C TI O N\nJ E S U S M A L A V E,\n\n D ef e n d a nts.\n\n\n\n J OI N T S TI P U L A TI O N A N D [ P R O P O S E D] S C H E D U LI N G O R D E R\n F O R A M E N D E D C O M P L AI N T A N D A N Y R E S P O N S E T H E R E T O\n\f Case 1:25-cv-06197-MMG Document 47 Filed 11/10/25 Page 2 of 4\n\n\n\n\n L e a d Pl ai ntiffs L o c al 7 0 5 I nt er n ati o n al Br ot h er h o o d of T e a mst ers P e nsi o n F u n d a n d N e w\n\nE n gl a n d T e a mst ers P e nsi o n F u n d (c oll e cti v el y, \u201c L e a d Pl ai ntiff s\u201d) a n d D ef e n d a nts L o c k h e e d\n\nM arti n C or p or ati o n, J a m es D. T ai cl et, E v a n T. S c ott, a n d J es us M al a v e ( c oll e cti v el y, \u201c D ef e n d a nts \u201d\n\na n d, t o g et h er wit h L e a d Pl ai ntiffs, t h e \u201c P arti es \u201d), b y a n d t hr o u g h t h eir u n d ersi g n e d c o u ns el, s u b mit\n\nt h e f oll o wi n g joi nt s ti p ul ati o n a n d pr o p os e d or d er:\n\n W H E R E A S, o n J ul y 2 8, 2 0 2 5, t h e a b o v e - c a pti o n e d s e c uriti es class a cti o n was c o mm e n c e d\n\na g ai nst D ef e n d a nts thr o u g h t h e fili n g of a n i niti al c o m pl ai nt ( E C F N o. 1);\n\n W H E R E A S, o n O ct o b er 2 4, 2 0 2 5, t h e C o urt gr a nt e d L e a d Pl ai ntiffs\u2019 m oti o n f or\n\na p p oi nt m e nt as L e a d Pl ai ntiffs a n d a p pr o v al of t h eir s el e cti o n of L a b at o n K ell er S u c h ar o w L L P as\n\nL e a d C o u ns el ( t h e \u201c Or d er \u201d) (E C F N o. 4 3);\n\n W H E R E A S, t h e Or d er f urt h er dir e ct e d t h e P arti es t o j oi ntl y s u b mit a pr o p os e d s c h e d ul e\n\no n or b ef or e N o v e m b er 7, 2 0 2 5, f or (i) fili n g a n a m e n d e d or c o ns oli d at e d c o m pl ai nt, (ii)\n\nD ef e n d a nts\u2019 r es p o ns e t o a n a m e n d e d or c o ns oli d at e d c o m pl ai nt, a n d (iii) all ass o ci at e d bri efi n g\n\n( E C F N o. 1 0);\n\n W H E R E A S, L e a d Pl ai ntiffs i nt e n d t o fil e a n a m e n d e d c o m pl ai nt (t h e \u201c A m e n d e d\n\nC o m pl ai nt \u201d) a n d h a v e r e pr es e nt e d t h at t h eir i n v esti g ati o n r el at e d t h er et o will i n v ol v e s u bst a nti al\n\nf a ct fi n di n g;\n\n W H E R E A S, D ef e n d a nts i nt e n d t o fil e a m ot i o n t o di s miss t h e A m e n d e d C o m pl ai nt\n\n( \u201c M oti o n t o D is miss \u201d);\n\n W H E R E A S, t h e p arti es h a v e c o nf err e d a n d a gr e e d, s u bj e ct t o t h e C o urt\u2019s a p pr o v al, t o a\n\ns c h e d ul e f or t h e fili n g of t h e A m e n d e d C o m pl ai nt a n d bri efi n g f or D ef e n d a nts\u2019 a nti ci p at e d M oti o n\n\nt o Dis miss;\n\f Case 1:25-cv-06197-MMG Document 47 Filed 11/10/25 Page 3 of 4\n\n\n\n\n I T I S H E R E B Y S TI P U L A T E D A N D A G R E E D a m o n g t h e P arti es, a n d r es p e ctf ull y\n\ns u b mitt e d f or t h e C o urt\u2019s a p pr o v al, as f oll o ws:\n\n 1. L e a d Pl ai ntiffs s h all fil e a n A m e n d e d C o m pl ai nt o n or b ef or e J a n u ar y 1 2 , 2 0 2 6;\n\n 2. D ef e n d a nts will a ns w er, m o v e, or ot h er wis e r es p o n d t o t h e A m e n d e d C o m pl ai nt o n\n\n or b ef or e M ar c h 1 3, 2 0 2 6;\n\n 3. I n t h e e v e nt D ef e n d a nts m o v e t o dis miss t h e A m e n d e d C o m pl ai nt, L e a d Pl ai ntiffs\n\n m a y fil e a n o p p ositi o n t o D ef e n d a nts\u2019 M oti o n t o Dis miss o n or b ef or e A pril 2 7,\n\n 2026;\n\n 4. I n t h e e v e nt L e a d Pl ai ntiffs fil e a n o p p ositi o n t o D ef e n d a nts\u2019 M oti o n t o Dis miss ,\n\n D ef e n d a nts m a y fil e t h eir r e pl y o n or b ef or e M a y 2 7, 2 0 2 6; a n d\n\n 5. T h e pr es e nt sti p ul ati o n is e nt er e d i nt o wit h o ut pr ej u di c e t o or w ai v er of a n y ri g hts,\n\n ar g u m e nts, d ef e ns es, or ot h er o bj e cti o ns of t h e P arti es.\n\n I T I S S O S TI P U L A T E D.\n\n\nD A T E D: N o v e m b er 6, 2 0 2 5 R es p e ctf ull y s u b mitt e d,\n\n /s/ J a m es T. C hristi e\n L AB AT O N KELLE R S U C H A R O W LLP\n Mi c h a el P. C a nt y\n J a m es T. C hristi e\n 1 4 0 Br o a d w a y\n N e w Y or k, N e w Y or k 1 0 0 0 5\n T el e p h o n e: ( 2 1 2) 9 0 7- 0 7 0 0\n F a csi mil e: ( 2 1 2) 8 1 8- 0 4 7 7\n m c a nt y @l a b at o n. c o m\n j c hristi e @l a b at o n. c o m\n\n C o u ns el f or L e a d Pl ai ntiffs\n\n /s/ D a ni el J. Kr a m er\n P A U L, W EI S S, RI F KI N D, W H A R T O N\n & G A R RI S O N L L P\n D a ni el J. Kr a m er\n\n\n\n 2\n\f Case 1:25-cv-06197-MMG Document 47 Filed 11/10/25 Page 4 of 4\n\n\n\n\n A u dr a J. S ol o w a y\n D a ni el S. Si n nr ei c h\n 1 2 8 5 A v e n u e of t h e A m eri c as\n N e w Y or k, N Y 1 0 0 1 9- 6 0 6 4\n T el: ( 2 1 2) 3 7 3- 3 0 2 0\n F a x: ( 2 1 2) 4 9 2- 0 0 2 0\n d kr a m er @ p a ul w eiss. c o m\n as ol o w a y @ p a ul w eiss. c o m\n dsi n nr ei c h @ p a ul w eiss. c o m\n\n C o u ns el f or D ef e n d a nts\n\n\n\n\nI T I S S O O R D E R E D.\n\n N o v e m b er 1 0, 2 0 2 5\n _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _\nD at e T h e H o n or a bl e M ar g ar et M. G ar n ett\n U nit e d St at es Distri ct J u d g e\n S o ut h er n Distri ct of N e w Y or k\n\n\n\n\n 3\n\f","ocr_status":2,"date_upload":"2025-12-02T10:05:22.407288-08:00","document_number":"47","attachment_number":null,"pacer_doc_id":"127038532153","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Stipulation and Order AND ~Util - Set Deadlines/Hearings","acms_document_guid":""}],"date_created":"2025-11-10T09:10:23.925840-08:00","date_modified":"2026-05-11T20:28:16.405321-07:00","date_filed":"2025-11-10","time_filed":"11:42:05","entry_number":47,"recap_sequence_number":"2025-11-10.001","pacer_sequence_number":195,"description":"JOINT STIPULATION AND SCHEDULING ORDER FOR AMENDED COMPLAINT AND ANY RESPONSE THERETO: IT IS HEREBY STIPULATED AND AGREED among the Parties, and respectfully submitted for the Court's approval, as follows: 1. Lead Plaintiffs shall file an Amended Complaint on or before January 12, 2026; 2. Defendants will answer, move, or otherwise respond to the Amended Complaint on or before March 13, 2026; 3. In the event Defendants move to dismiss the Amended Complaint, Lead Plaintiffs may file an opposition to Defendants' Motion to Dismiss on or before April 27, 2026; 4. In the event Lead Plaintiffs file an opposition to Defendants' Motion to Dismiss, Defendants may file their reply on or before May 27, 2026; and 5. The present stipulation is entered into without prejudice to or waiver of any rights, arguments, defenses, or other objections of the Parties. IT IS SO STIPULATED. (Signed by Judge Margaret M. Garnett on 11/10/2025) ( Amended Pleadings due by 1/12/2026., Motions due by 3/13/2026., Responses due by 4/27/2026, Replies due by 5/27/2026.) (ks) (Entered: 11/10/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/443410523/","id":443410523,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/70945174/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/458046087/","id":458046087,"tags":[],"absolute_url":"/docket/70945174/46/khan-v-lockheed-martin-corporation/","date_created":"2025-11-06T17:11:40.682418-08:00","date_modified":"2026-05-11T20:28:16.337388-07:00","sha1":"ce60f022ac2dae8405307493fbc335b8be4b6fb7","page_count":4,"file_size":169742,"filepath_local":"recap/gov.uscourts.nysd.646538/gov.uscourts.nysd.646538.46.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.646538/gov.uscourts.nysd.646538.46.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:25-cv-06197-MMG Document 46 Filed 11/06/25 Page 1 of 4\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\nMUHAMMAD KHAN, Individually and on\nBehalf of All Others Similarly Situated,\n\n Plaintiff, No. 1:25-cv-06197-MMG\n vs.\n Judge Margaret M. Garnett\nLOCKHEED MARTIN CORPORATION,\nJAMES D. TAICLET, EVAN T. SCOTT, and CLASS ACTION\nJESUS MALAVE,\n\n Defendants.\n\n\n\n JOINT STIPULATION AND [PROPOSED] SCHEDULING ORDER\n FOR AMENDED COMPLAINT AND ANY RESPONSE THERETO\n\f Case 1:25-cv-06197-MMG Document 46 Filed 11/06/25 Page 2 of 4\n\n\n\n\n Lead Plaintiffs Local 705 International Brotherhood of Teamsters Pension Fund and New\n\nEngland Teamsters Pension Fund (collectively, \u201cLead Plaintiffs\u201d) and Defendants Lockheed\n\nMartin Corporation, James D. Taiclet, Evan T. Scott, and Jesus Malave (collectively, \u201cDefendants\u201d\n\nand, together with Lead Plaintiffs, the \u201cParties\u201d), by and through their undersigned counsel, submit\n\nthe following joint stipulation and proposed order:\n\n WHEREAS, on July 28, 2025, the above-captioned securities class action was commenced\n\nagainst Defendants through the filing of an initial complaint (ECF No. 1);\n\n WHEREAS, on October 24, 2025, the Court granted Lead Plaintiffs\u2019 motion for\n\nappointment as Lead Plaintiffs and approval of their selection of Labaton Keller Sucharow LLP as\n\nLead Counsel (the \u201cOrder\u201d) (ECF No. 43);\n\n WHEREAS, the Order further directed the Parties to jointly submit a proposed schedule\n\non or before November 7, 2025, for (i) filing an amended or consolidated complaint, (ii)\n\nDefendants\u2019 response to an amended or consolidated complaint, and (iii) all associated briefing\n\n(ECF No. 10);\n\n WHEREAS, Lead Plaintiffs intend to file an amended complaint (the \u201cAmended\n\nComplaint\u201d) and have represented that their investigation related thereto will involve substantial\n\nfact finding;\n\n WHEREAS, Defendants intend to file a motion to dismiss the Amended Complaint\n\n(\u201cMotion to Dismiss\u201d);\n\n WHEREAS, the parties have conferred and agreed, subject to the Court\u2019s approval, to a\n\nschedule for the filing of the Amended Complaint and briefing for Defendants\u2019 anticipated Motion\n\nto Dismiss;\n\f Case 1:25-cv-06197-MMG Document 46 Filed 11/06/25 Page 3 of 4\n\n\n\n\n IT IS HEREBY STIPULATED AND AGREED among the Parties, and respectfully\n\nsubmitted for the Court\u2019s approval, as follows:\n\n 1. Lead Plaintiffs shall file an Amended Complaint on or before January 12, 2026;\n\n 2. Defendants will answer, move, or otherwise respond to the Amended Complaint on\n\n or before March 13, 2026;\n\n 3. In the event Defendants move to dismiss the Amended Complaint, Lead Plaintiffs\n\n may file an opposition to Defendants\u2019 Motion to Dismiss on or before April 27,\n\n 2026;\n\n 4. In the event Lead Plaintiffs file an opposition to Defendants\u2019 Motion to Dismiss,\n\n Defendants may file their reply on or before May 27, 2026; and\n\n 5. The present stipulation is entered into without prejudice to or waiver of any rights,\n\n arguments, defenses, or other objections of the Parties.\n\n IT IS SO STIPULATED.\n\n\nDATED: November 6, 2025 Respectfully submitted,\n\n /s/ James T. Christie\n LABATON KELLER SUCHAROW LLP\n Michael P. Canty\n James T. Christie\n 140 Broadway\n New York, New York 10005\n Telephone: (212) 907-0700\n Facsimile: (212) 818-0477\n mcanty@labaton.com\n jchristie@labaton.com\n\n Counsel for Lead Plaintiffs\n\n /s/ Daniel J. Kramer\n PAUL, WEISS, RIFKIND, WHARTON\n & GARRISON LLP\n Daniel J. Kramer\n\n\n\n 2\n\f Case 1:25-cv-06197-MMG Document 46 Filed 11/06/25 Page 4 of 4\n\n\n\n\n Audra J. Soloway\n Daniel S. Sinnreich\n 1285 Avenue of the Americas\n New York, NY 10019-6064\n Tel: (212) 373-3020\n Fax: (212) 492-0020\n dkramer@paulweiss.com\n asoloway@paulweiss.com\n dsinnreich@paulweiss.com\n\n Counsel for Defendants\n\n\n\n\nIT IS SO ORDERED.\n\n\n ____________________________\nDate The Honorable Margaret M. Garnett\n United States District Judge\n Southern District of New York\n\n\n\n\n 3\n\f","ocr_status":2,"date_upload":"2025-12-02T10:06:35.364728-08:00","document_number":"46","attachment_number":null,"pacer_doc_id":"127038520633","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Proposed Stipulation and Order","acms_document_guid":""}],"date_created":"2025-11-06T17:11:40.657775-08:00","date_modified":"2026-05-11T20:28:16.280267-07:00","date_filed":"2025-11-06","time_filed":"18:24:42","entry_number":46,"recap_sequence_number":"2025-11-06.001","pacer_sequence_number":193,"description":"PROPOSED STIPULATION AND ORDER. Document filed by Local 705 International Brotherhood of Teamsters Pension Fund, New England Teamsters Pension Fund..(Christie, James) (Entered: 11/06/2025)","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=70945174&page_size=40"}