Barker Richard B. 4

What Happened

• Richard B. Barker, Noble Corp. EVP and Chief Financial Officer, had restricted stock units (RSUs) convert into 16,271 Class A ordinary shares on February 3, 2026. To satisfy tax withholding, the issuer withheld 6,403 shares at $36.43 per share (totaling $233,261), leaving Barker with a net 9,868 newly issued shares. The transactions are reported as derivative conversions (code M) and tax withholding dispositions (code F).

Key Details

• Transaction date: February 3, 2026; Form 4 filed February 5, 2026 (timely).
• RSUs converted (vested): 6,627 shares and 9,644 shares (total 16,271).
• Shares withheld for taxes: 2,608 and 3,795 (total 6,403) at $36.43/share; total withholding value $233,261.
• Net shares received: 16,271 − 6,403 = 9,868 shares.
• Shares owned after transaction: Not specified in the provided summary (not reported here).
• Footnotes: F1 = each RSU = one Class A share; F2 = shares withheld to satisfy tax withholding; F3 = one RSU grant vested in three equal annual installments beginning Feb 3, 2023; F4 = the other RSU grant vests in three equal annual installments beginning Feb 3, 2025.
• Transaction codes: M = exercise/conversion of derivative (RSU settlement into shares); F = shares withheld to cover tax liability.

Context

• This was not an open-market sale or purchase but routine RSU vesting with a sell-to-cover (withholding) for taxes. Such withholding is common and typically does not signal a change in insider sentiment. Based on footnotes, the activity reflects a final/annual installment from a 2023 grant and an installment from a 2025 grant converting into shares.