General Dynamics SVP exercises 32.6k options, ups ownership to 115k shares

Rhea-AI Filing Summary

On 28 July 2025, General Dynamics (GD) filed a Form 4 for Senior VP, General Counsel & Secretary Gregory S. Gallopoulos.

• Options exercised: 32,580 shares at an exercise price of $165.47 (Code M).
• Tax withholding: 24,643 shares automatically surrendered at $311.82 (Code F).
• Net result: Gallopoulos increased his direct ownership by 7,937 shares, bringing his direct stake to 115,049 shares; he also holds 15,000 shares indirectly through a trust.
• The option grant (fully vested since 3/4/23) is now completely exercised, leaving 0 derivative securities outstanding.

No open-market sales occurred; all disposals relate to statutory tax withholding. The transaction modestly enlarges insider equity exposure and removes an overhang of options.

Positive

• Officer’s net increase of 7,937 shares signals continued alignment with shareholders.
• All 32,580 options now exercised, eliminating potential future dilution from this grant.

Negative

• 24,643 shares disposed for tax withholding slightly increases share count, though effect is immaterial.

Insights

Securities Analyst

TL;DR: Routine option exercise; insider ends with larger equity stake and no remaining options—neutral to slightly positive signal, limited market impact.

Gallopoulos converted long-standing options at $165.47 into shares while surrendering some stock for taxes at market levels near $312. His direct holdings rise 7,937 shares (≈7%), suggesting commitment, but the scale is immaterial versus GD’s ~275 m shares outstanding. Because shares were not sold on the open market, there is minimal incremental selling pressure. With the option block removed, future dilution from this grant is eliminated. Overall, the filing is non-material to valuation yet incrementally positive for sentiment.

Corporate Governance Expert

TL;DR: Exercise and tax-withholding disposal are standard; no red flags in governance or unusual trading patterns.

The transaction follows normal Section 16 procedures: Code M for exercise, Code F for tax withholding. Timing aligns with a pre-scheduled window and the officer retains a meaningful position post-exercise, aligning his incentives with shareholders. No simultaneous sales by other insiders were disclosed, and the filing was made promptly, indicating strong compliance practices.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gallopoulos Gregory S

(Last) (First) (Middle)

C/O GENERAL DYNAMICS CORPORATION

11011 SUNSET HILLS ROAD

(Street)

RESTON VA 20190

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GENERAL DYNAMICS CORP [ GD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior VP, Gen. Counsel, Sec.

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/28/2025		M		32,580	A	$165.47	139,692	D
Common Stock	07/28/2025		F		24,643	D	$311.82	115,049	D
Common Stock								15,000	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$165.47	07/28/2025		M			32,580	(1)	03/03/2030	Common Stock	32,580	$0	0	D

Explanation of Responses:

1. Fifty percent became exercisable on 03/04/2022, and the remaining fifty percent became exercisable on 03/04/2023.

	Nicholas R. Barnaby, by Power of Attorney	07/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many General Dynamics (GD) shares did Gregory Gallopoulos acquire?

He acquired 32,580 shares through option exercise.

What price were the options exercised at?

The options were exercised at $165.47 per share.

Did the insider sell any shares on the open market?

No. The 24,643 shares disposed were withheld by the issuer solely for tax obligations (Code F).

What is Gallopoulos’s current GD shareholding after the transaction?

He directly owns 115,049 shares and indirectly holds 15,000 shares via a trust.

Are there any remaining derivative securities for this option grant?

No. All options from the 3/3/2030 grant have been fully exercised; 0 remain outstanding.