Northrop Grumman (NYSE: NOC) officer logs new awards and tax share withholding

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.

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

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hardesty Michael A

(Last) (First) (Middle)

2980 FAIRVIEW PARK DRIVE

(Street)

FALLS CHURCH VA 22042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHROP GRUMMAN CORP /DE/ [ NOC ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Corp VP, Controller & CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		M		1,727.16	A	$0	4,442.81	D
Common Stock	02/11/2026		F		566	D	$678.83	3,876.81	D

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
Restricted Performance Stock Rights	(1)	02/11/2026		A		1,382.16(2)		(1)	(1)	Common Stock	1,382.16	$0	4,982.16(3)	D
Restricted Stock Rights	(4)	02/11/2026		A		379		(4)	(5)	Common Stock	379	$0	2,032(6)	D
Restricted Performance Stock Rights	(1)	02/11/2026		M			1,727.16	(1)	(1)	Common Stock	1,727.16	$0	3,255(7)	D

Explanation of Responses:

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).

2. 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.

3. 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.

4. 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.

5. The RSRs were granted under the 2024 LTISP on 2/11/26 and will vest on 2/12/29.

6. 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.

7. 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.

Remarks:

	/s/ Jennifer C. McGarey, Attorney-in-Fact	02/13/2026
	** Signature of Reporting Person	Date
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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.

How many Northrop Grumman common shares does Michael Hardesty hold after this Form 4?

After the reported transactions, Michael A. Hardesty directly holds 3,876.81 shares of Northrop Grumman common stock. This balance reflects the exercise of 1,727.16 performance stock rights into shares and the withholding of 566 shares to satisfy tax obligations tied to the equity award settlement.

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.

Why were 566 Northrop Grumman shares disposed of in Michael Hardesty’s Form 4?

The 566-share disposition was a tax-withholding transaction. Shares were withheld and delivered at $678.83 per share to satisfy tax liabilities arising from the settlement and exercise of equity awards, rather than being sold by Hardesty in an open-market transaction.

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.