RAMBEAU JON 4

What Happened

• Jon Rambeau, President, Communications & Special Domains at L3Harris (LHX), had derivative awards convert to 9,115 shares on 2026-02-26 and then disposed of shares to cover taxes and via an open-market sale. He withheld 3,587 shares to satisfy tax withholding (3/587 @ $355.16, $1,273,959) and sold 5,528 shares in the open market on 2026-03-02 at $370.32 for $2,047,129. Total proceeds from the sales/withholding were about $3.32M. The original conversion/acquisition is reported at $0.00 per share (derivative settlement).

Key Details

• Transaction dates and prices:
  • 2026-02-26: Exercise/conversion of derivative — 9,115 shares acquired @ $0.00 (code M).
  • 2026-02-26: Tax withholding — 3,587 shares disposed @ $355.16 for $1,273,959 (code F).
  • 2026-03-02: Open-market sale — 5,528 shares disposed @ $370.32 for $2,047,129 (code S).
  • 2026-02-26: Additional awards recorded — 9,234 shares and 2,394 shares acquired @ $0.00 (codes A, derivative).
• Total gross proceeds from dispositions: ~$3,321,088.
• Shares owned after the transactions: not specified in the excerpt; see the full Form 4 for total holdings.
• Footnotes of note:
  • F1: The settlement relates to performance stock units (PSUs) granted 2/24/2023 that paid out at the end of a 3‑year performance period.
  • F2: Describes typical stock option vesting schedule (2027–2029).
  • F3: Notes restricted stock units that vest on 2/26/2029.
• Timeliness: Filing dated 2026-03-02 for transactions on 2/26/2026 and 3/02/2026 appears timely (filed within the SEC’s two-business-day window).

Context

• This looks like a routine settlement of performance awards (derivative conversion) followed by withholding to cover tax obligations and an open-market sale of the remaining shares — effectively a cashless settlement. Such tax withholding and sales to cover taxes are common and do not necessarily indicate a change in insider sentiment.