What is a Rule 10b5-1 plan?

A Rule 10b5-1 plan is a written document established by an individual when they do not possess material non-public information. It sets forth a predetermined plan for buying or selling securities at a future date. This allows individuals to trade company stock even if they later come into possession of material non-public information, protecting them from insider trading accusations.

Why is the CEO establishing this plan?

Mr. Kubasik established this plan primarily for long-term asset diversification and for financial, estate, and tax planning purposes. It's a structured way to manage a portion of his stock holdings over time.

Will these sales impact the stock price?

The plan involves the sale of a specific number of shares (46,258) over a defined period (November-December 2023), subject to price thresholds. While any stock sale can potentially influence supply and demand, the pre-arranged nature and the company's statement that the CEO's ownership significantly exceeds guidelines suggest this is a planned diversification rather than a reaction to immediate company performance. The sales will be disclosed publicly, allowing the market to incorporate this information.

When will these stock sales actually happen and be reported?

The sales are planned to begin in November 2023 and conclude no later than December 11, 2023. The specific dates will be predetermined within the plan. These transactions will be publicly reported on Form 4 and Form 144 filings with the SEC.

LHX 8-K SEC Disclosure — May 11, 2023

Summary

L3Harris Technologies, Inc. (LHX) disclosed that its Chair and CEO, Christopher E. Kubasik, established a pre-arranged stock trading plan (a Rule 10b5-1 plan) on May 8, 2023. This plan is designed for asset diversification and estate/tax planning, and it allows for the exercise of employee stock options and the subsequent sale of up to 46,258 shares of common stock. These sales are scheduled to occur on predetermined dates between November and December 2023, subject to minimum price thresholds. The establishment of this plan during an open trading window and in compliance with Rule 10b5-1 is important for investors to note. It ensures that Mr. Kubasik has no discretion over the sales once the plan is in effect, mitigating concerns about insider trading based on material non-public information. The company states that Mr. Kubasik's ownership significantly exceeds guidelines, and these transactions are part of his broader financial strategy. Public disclosure of these transactions will be made via Form 4 and Form 144 filings.

Key Highlights

1CEO Christopher E. Kubasik has established a Rule 10b5-1 trading plan for stock options.
2The plan involves exercising vested options for 46,258 shares granted in October 2015.
3Sales are scheduled to occur between November and December 2023, subject to price thresholds.
4The plan is designed for asset diversification and financial/estate/tax planning.
5The plan was established during an open trading window and complies with Rule 10b5-1.
6Mr. Kubasik will have no discretion over sales under the plan.
7Transactions will be publicly disclosed via Form 4 and Form 144 filings.

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Corporate Update (May 11, 2023)

Summary

Key Highlights

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