Northrop Grumman (NYSE: NOC) officer logs new awards and tax share withholding
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Northrop Grumman corporate vice president, controller and chief accounting officer Michael A. Hardesty reported equity award activity and related share withholding. On February 11, 2026, he acquired 1,382.16 Restricted Performance Stock Rights and 379 Restricted Stock Rights, both at an exercise price of $0 per right, as part of the company’s long-term incentive plans.
On the same date, 1,727.16 Restricted Performance Stock Rights were exercised into the same number of common shares at $0, increasing his direct common stock holdings. To cover tax obligations from the award settlement, 566 common shares were disposed of at $678.83 per share through tax withholding, leaving him with 3,876.81 common shares held directly.
Positive
- None.
Negative
- None.
Insider Trade Summary
1,727.16 shares exercised/converted
Mixed
5 txns
Insider
Hardesty Michael A
Role
Corp VP, Controller & CAO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Performance Stock Rights | 1,382.16 | $0.00 | -- |
| Grant/Award | Restricted Stock Rights | 379 | $0.00 | -- |
| Exercise | Restricted Performance Stock Rights | 1,727.16 | $0.00 | -- |
| Exercise | Common Stock | 1,727.16 | $0.00 | -- |
| Tax Withholding | Common Stock | 566 | $678.83 | $384K |
Holdings After Transaction:
Restricted Performance Stock Rights — 4,982.16 shares (Direct);
Restricted Stock Rights — 2,032 shares (Direct);
Common Stock — 4,442.81 shares (Direct)
Footnotes (1)
- Each Restricted Performance Stock Right ("RPSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d). The RPSRs acquired include (i) 560.16 vested RPSRs with respect to the measurement period ended 12/31/25 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("2011 LTISP") on 2/16/23 that resulted in settlement at 148% of the target award; and (ii) 822 unvested RPSRs granted under the 2024 Long-Term Incentive Stock Plan (the "2024 LTISP") on 2/11/26 with a measurement period ending on 12/31/28. A total of 1,727.16 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 1,167 RPSRs was previously reported in connection with the grant of the 2023 RPSRs. Total amount includes (i) 1,727.16 vested RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ended on 12/31/25; (ii) 1,208 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iii) 1,225 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iv) 822 RPSRs granted under the 2024 LTISP on 2/11/26 with a measurement period ending on 12/31/28. Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares in Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock. The RSRs were granted under the 2024 LTISP on 2/11/26 and will vest on 2/12/29. Total amount includes (i) 538 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (ii) 554 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iii) 561 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iv) 379 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29. Total amount includes (i) 1,208 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (ii) 1,225 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iii) 822 RPSRs granted under the 2024 LTISP on 2/11/26 with a measurement period ending 12/31/28.
FAQ
What insider transactions did NOC executive Michael Hardesty report on February 11, 2026?
Michael A. Hardesty reported receiving new equity awards and related share activity on February 11, 2026. He acquired 1,382.16 Restricted Performance Stock Rights and 379 Restricted Stock Rights, and exercised 1,727.16 Restricted Performance Stock Rights into common stock as part of Northrop Grumman’s incentive programs.
Were Michael Hardesty’s NOC transactions open-market buys or sells?
The reported transactions were not open-market trades. They consisted of equity award grants, an exercise of 1,727.16 Restricted Performance Stock Rights into common shares at $0, and a tax-withholding disposition of 566 shares at $678.83 per share to cover associated tax liabilities.
What equity awards did Michael Hardesty receive from Northrop Grumman in this filing?
He received 1,382.16 Restricted Performance Stock Rights and 379 Restricted Stock Rights on February 11, 2026. These awards, granted at a $0 exercise price, are tied to Northrop Grumman’s long-term incentive stock plans and may settle in stock, cash, or a combination, subject to plan terms.
How many derivative awards does Michael Hardesty hold after the reported NOC transactions?
Following the reported grants and exercise, Hardesty beneficially holds 4,982.16 Restricted Performance Stock Rights and 2,032 Restricted Stock Rights. These derivative awards represent contingent rights to receive equivalent shares of Northrop Grumman common stock, cash, or a mix, depending on plan conditions and performance metrics.