--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-24-118608" form_type: "8-K" ticker: null cik: "0001835512" company_name: "Terran Orbital Corp" filed_at: "2024-10-30T23:59:59+00:00" generated_at: "2026-05-30T08:30:12.958000+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Lockheed Martin completes acquisition of Terran Orbital for $0.25 per share; LLAP to be delisted ## Summary - Merger closed Oct 30, 2024; shareholders receive $0.25 cash per share of common stock. - All pre-merger directors and officers resigned; new CEO Peter Krauss, acting CFO Thomas Klinger appointed. - Terran Orbital common stock to be suspended from NYSE and deregistered; Form 15 will be filed. - Special meeting held Oct 29, 2024; 56.7% of outstanding shares voted to approve the merger. - Terran Orbital becomes a wholly owned subsidiary of Lockheed Martin, operating as 'Terran Orbital, a Lockheed Martin Company'. ## SEC filing metadata - accession: 0000950170-24-118608 - form_type: 8-K - cik: 0001835512 - company_name: Terran Orbital Corp - filed_at: 2024-10-30T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/llap-20241029.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-24-118608 - JSON: https://secwatch.observer/filing/0000950170-24-118608.json - Plain text: https://secwatch.observer/filing/0000950170-24-118608.txt ## Key facts - Executive change Thomas J. McCormick was appointed as Director at Terran Orbital Corp. - Action: appointed - Role: Director source text: As of the Effective Time, in accordance with the Merger Agreement, Marc D. Hanlon, Thomas J. McCormick, Stacie G. Musgrave, Michael A. Patton, and Joseph M. Rickers, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change James LaChance resigned as Director at Terran Orbital Corp. - Action: resigned - Role: Director source text: each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Peter Krauss was appointed as Chief Executive Officer at Terran Orbital Corp. - Action: appointed - Role: Chief Executive Officer source text: Peter Krauss, who had previously been serving as the Company’s Executive Vice President and Chief Operating Officer since June 1, 2024, is being appointed Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Tobi Petrocelli resigned as Director at Terran Orbital Corp. - Action: resigned - Role: Director source text: each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Marc Bell departed as Chief Executive Officer at Terran Orbital Corp. - Action: separated - Role: Chief Executive Officer source text: Chief Executive Officer Marc Bell, Executive Vice President and Chief Financial Officer Adarsh Parekh, Chief Transformation Officer Gary Hobart, and Executive Vice President and Chief Revenue Officer Marco Villa are being separated from the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Thomas Klinger was appointed as acting Chief Financial Officer at Terran Orbital Corp. - Action: appointed - Role: acting Chief Financial Officer source text: Thomas Klinger, who had previously been serving as Senior Manager, Finance and Business Operations, Lockheed Martin Space, is being appointed acting Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Marco Villa departed as Executive Vice President and Chief Revenue Officer at Terran Orbital Corp. - Action: separated - Role: Executive Vice President and Chief Revenue Officer source text: Chief Executive Officer Marc Bell, Executive Vice President and Chief Financial Officer Adarsh Parekh, Chief Transformation Officer Gary Hobart, and Executive Vice President and Chief Revenue Officer Marco Villa are being separated from the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Thomas Manion resigned as Director at Terran Orbital Corp. - Action: resigned - Role: Director source text: each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Douglas Raaberg resigned as Director at Terran Orbital Corp. - Action: resigned - Role: Director source text: each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Adarsh Parekh departed as Executive Vice President and Chief Financial Officer at Terran Orbital Corp. - Action: separated - Role: Executive Vice President and Chief Financial Officer source text: Chief Executive Officer Marc Bell, Executive Vice President and Chief Financial Officer Adarsh Parekh, Chief Transformation Officer Gary Hobart, and Executive Vice President and Chief Revenue Officer Marco Villa are being separated from the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Richard Newton III resigned as Director at Terran Orbital Corp. - Action: resigned - Role: Director source text: each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Michael A. Patton was appointed as Director at Terran Orbital Corp. - Action: appointed - Role: Director source text: As of the Effective Time, in accordance with the Merger Agreement, Marc D. Hanlon, Thomas J. McCormick, Stacie G. Musgrave, Michael A. Patton, and Joseph M. Rickers, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Marc D. Hanlon was appointed as Director at Terran Orbital Corp. - Action: appointed - Role: Director source text: As of the Effective Time, in accordance with the Merger Agreement, Marc D. Hanlon, Thomas J. McCormick, Stacie G. Musgrave, Michael A. Patton, and Joseph M. Rickers, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Daniel Staton resigned as Director at Terran Orbital Corp. - Action: resigned - Role: Director source text: each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Joseph M. Rickers was appointed as Director at Terran Orbital Corp. - Action: appointed - Role: Director source text: As of the Effective Time, in accordance with the Merger Agreement, Marc D. Hanlon, Thomas J. McCormick, Stacie G. Musgrave, Michael A. Patton, and Joseph M. Rickers, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Stratton Sclavos resigned as Director at Terran Orbital Corp. - Action: resigned - Role: Director source text: each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Marc Bell resigned as Director at Terran Orbital Corp. - Action: resigned - Role: Director source text: each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Gary Hobart departed as Chief Transformation Officer at Terran Orbital Corp. - Action: separated - Role: Chief Transformation Officer source text: Chief Executive Officer Marc Bell, Executive Vice President and Chief Financial Officer Adarsh Parekh, Chief Transformation Officer Gary Hobart, and Executive Vice President and Chief Revenue Officer Marco Villa are being separated from the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Charles Nichols was appointed as Chief Transition Officer at Terran Orbital Corp. - Action: appointed - Role: Chief Transition Officer source text: Charles Nichols, who had previously been serving as Multi-Functional Manufacturing Director at Parent , is being appointed Chief Transition Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Executive change Stacie G. Musgrave was appointed as Director at Terran Orbital Corp. - Action: appointed - Role: Director source text: As of the Effective Time, in accordance with the Merger Agreement, Marc D. Hanlon, Thomas J. McCormick, Stacie G. Musgrave, Michael A. Patton, and Joseph M. Rickers, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Governance Changes Terran Orbital Corp: Amended and restated certificate of incorporation in its entirety in connection with the Merger. - Change: charter amendment source text: Effective as of the Effective Time and as a result of the completion of the Merger, the Amended and Restated Certificate of Incorporation and the Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (as amended, the “ Second Amended and Restated Certificate of Incorporation ” and the “ Amended and Restated Bylaws ”, respectively). evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - Governance Changes Terran Orbital Corp: Amended and restated bylaws in their entirety in connection with the Merger. - Change: bylaw amendment source text: Effective as of the Effective Time and as a result of the completion of the Merger, the Amended and Restated Certificate of Incorporation and the Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (as amended, the “ Second Amended and Restated Certificate of Incorporation ” and the “ Amended and Restated Bylaws ”, respectively). evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - M&A Transactions Terran Orbital Corp completed an acquisition involving Terran Orbital Corporation (closed 2024-10-30). - Action: acquisition - Counterparty: Terran Orbital Corporation - Closing: 2024-10-30 source text: Lockheed Martin (NYSE: LMT) has completed its previously announced acquisition of Terran Orbital, a leading manufacturer of innovative modular spacecraft serving the global aerospace and defense industries, and its subsidiary, Tyvak International. evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm - M&A Transactions Terran Orbital Corp underwent a change of control involving Lockheed Martin Corporation for $0.25 in cash (closed 2024-10-30). - Action: change of control - Counterparty: Lockheed Martin Corporation - Consideration: $0.25 in cash - Closing: 2024-10-30 source text: the Effective Time: • each share of common stock, par value $0.0001 per share, of the Company (the “ Common Stock ”) then outstanding was converted into the right to receive $0.25 in cash, without interest (the “ Merger Consideration ”), other than those shares owned by the Company, any of its subsidiaries (excluding any shares held by any Company Benefit evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017024118608/0000950170-24-118608-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.