Proxy Firms Endorse Terran Orbital’s Merger with Lockheed Martin

Today, Terran Orbital Corporation LLAP (“Terran Orbital” or the “Company”) announced that leading independent proxy advisory firms Glass Lewis & Co. (“Glass Lewis”) and Institutional Shareholder Services (“ISS”) have recommended that Terran Orbital stockholders vote “FOR” the adoption of the Agreement and Plan of Merger (the “Merger Agreement”), dated August 15, 2024. This agreement involves Terran Orbital, a Delaware corporation, Lockheed Martin Corporation (“Lockheed Martin”), a Maryland corporation, and Tholian Merger Sub, Inc., a wholly owned subsidiary of Lockheed Martin (referred to as the “Merger Agreement Proposal” and the transaction itself as the “Merger”).

Key Factors Behind the Recommendation

Glass Lewis highlighted several major aspects influencing its recommendation:

• The Company conducted a comprehensive strategic review. It reached the conclusion that the proposed Merger is the only viable option for investors.
  • “[T]he Company has conducted a thorough strategic review process and appears to have exhausted all possible options, including potential financing opportunities.” – Glass Lewis
• Without the Merger’s approval, the Company risks facing liquidity issues that could lead to bankruptcy or insolvency proceedings, likely resulting in no returns for existing equity holders.
  • “[I]f the transaction is not approved, the Company will be left with insufficient liquidity…and will be forced to seek insolvency proceedings, which scenario is likely to provide existing shareholders with no value for their holdings.” – Glass Lewis

Voting Information and Recommendations

The Board unanimously recommends that Terran Orbital stockholders vote “FOR” each of the proposals to be considered at the special stockholder meeting. This meeting will occur virtually via live audio webcast on Tuesday, October 29, 2024, at 11:00 a.m.

IMPORTANT: EVERY VOTE COUNTS

For further questions regarding the merger, help with submitting your proxy or voting shares, or additional copies of the proxy statement or the enclosed proxy card, please reach out to Sodali, the proxy solicitor, by calling toll-free at (800) 662-5200.

About Terran Orbital

Terran Orbital is a leading manufacturer of satellite products, catering primarily to the aerospace and defense sectors. The Company offers comprehensive satellite solutions that encompass design, production, launch planning, mission operations, and on-orbit support, addressing the needs of military, civil, and commercial customers. For more information, visit www.terranorbital.com.

Additional Information

This announcement may be considered solicitation material concerning the proposed acquisition of Terran Orbital by Lockheed Martin. On October 4, 2024, Terran Orbital filed a Proxy Statement with the SEC regarding this transaction and began mailing it along with a proxy card to each stockholder entitled to vote. STOCKHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND RELEVANT DOCUMENTS AS THEY CONTAIN ESSENTIAL INFORMATION ABOUT THE PROPOSED TRANSACTION. All documents related to the transaction can be accessed free of charge at the SEC’s website at www.sec.gov or Terran Orbital’s website.

Participants in the Solicitation

Terran Orbital and Lockheed Martin, along with their respective directors and executive officers, may be regarded as participants in the solicitation of proxies from Terran Orbital’s stockholders regarding the proposed transaction. More information on participants and their potential interests in the transaction can be found in the proxy statement and other materials filed with the SEC. Details regarding Terran Orbital’s directors and executive officers and their ownership of common stock are available in Terran Orbital’s definitive proxy statement for its 2024 annual meeting, filed on April 10, 2024. Changes in security holdings will be reflected in the Initial Statements of Beneficial Ownership on Form 3 and Statements of Changes in Ownership on Form 4 filed with the SEC.