Gallopoulos Gregory S 4

What Happened

• Gregory S. Gallopoulos, Senior Vice President, General Counsel & Secretary of General Dynamics (GD), received equity awards on 2026-03-04 totaling 25,452 shares: 3,697 shares (award), 2,305 restricted shares, and 19,450 derivative shares (performance stock units). All awards were issued at $0.00 (award grants). To cover tax withholding on the PSU release, 1,672 shares were withheld/disposed at $362.35 per share for a total withholding value of $605,849.

Key Details

• Transaction date: 2026-03-04; Form 4 filed 2026-03-06 (timely filing).
• Awarded/Acquired: 3,697 shares @ $0.00; 2,305 shares @ $0.00; 19,450 derivative shares @ $0.00.
• Disposal (tax withholding): 1,672 shares @ $362.35 = $605,849 (withheld to satisfy tax obligations).
• Shares owned after the transactions: not specified in the provided excerpt of the Form 4.
• Footnotes of note:
  • F1: The derivative units are performance stock units (PSUs) originally granted in 2023; additional units were issued upon achievement of performance criteria and include accrued dividend equivalents; PSUs and dividend equivalents are settled in shares and require no further service-based vesting.
  • F2: Withholding of shares under the company equity plan to satisfy tax withholding on PSU release (this is a tax-withholding transaction, not an open-market sale).
  • F3: The 2,305 restricted shares are service-vested awards that will be released three years after grant.
  • F4: Indicates a separate award/exercise schedule where 50% become exercisable on 03/04/2028 and 50% on 03/04/2029 (applies to certain awards disclosed).
• No indication in this filing of an open-market sale or a cash exercise of options (the disposal was solely for tax withholding).

Context

• PSUs are performance-based and are settled in shares once performance criteria are met; the withholding here is a common administrative step to satisfy taxes when those units are settled.
• Restricted stock shown here remains subject to service-based vesting (three-year release), so those shares are not immediately free to sell.
• These transactions are standard compensation-related awards and tax withholdings and should be viewed as company compensation activity rather than a directional bet by the insider.