[Form 4] NORTHROP GRUMMAN CORP /DE/ Insider Trading Activity

Warden Kathy J reported multiple insider transaction types in a Form 4 filing for NOC.

Rhea-AI Filing Summary

Warden Kathy J reported multiple insider transaction types in a Form 4 filing for NOC. The filing lists transactions totaling 121,361 shares at a weighted average price of $678.83 per share. Following the reported transactions, holdings were 102,064 shares.

Insider Trade Summary

34,546.16 shares exercised/converted

Exercise 5 txns

Insider Warden Kathy J

Role Chair, CEO and President

Type	Security	Shares	Price	Value
Grant/Award	Restricted Performance Stock Rights	28,785.16	$0.00	$0.00
Grant/Award	Restricted Stock Rights	8,113	$0.00	$0.00
Exercise	Restricted Performance Stock Rights	34,546.16	$0.00	$0.00
Exercise	Common Stock	34,546.16	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	15,371	$678.83	$10.43M

Holdings After Transaction: Restricted Stock Rights — 41,780 contracts (Direct); Restricted Performance Stock Rights — 67,518 contracts (Direct); Common Stock — 190,777.56 shares (Direct)

Footnotes (7)

1. F1. 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. F2. The RPSRs acquired include (i) 11,204.16 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) 17,581 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 34,546.16 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 23,342 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.
3. F3. Total amount includes (i) 34,546.16 vested RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ended on 12/31/25; (ii) 24,309 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iii) 25,628 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iv) 17,581 RPSRs granted under the 2024 LTISP on 2/11/26 with a measurement period ending on 12/31/28.
4. F4. 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. F5. The RSRs were granted under the 2024 LTISP on 2/11/26 and will vest on 2/12/29.
6. F6. Total amount includes (i) 10,760 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (ii) 11,155 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iii) 11,752 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iv) 8,113 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29.
7. F7. Total amount includes (i) 24,309 RPSRs granted under the 2011 LTISP on 2/16/24 with a measurement period ending on 12/31/26; (ii) 25,628 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iii) 17,581 RPSRs granted under the 2024 LTISP on 2/11/26 with a measurement period ending 12/31/28.

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Accepted by SEC EDGAR 02/13/2026 - 04:16 PM Learn about SEC filing dates

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).

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^*

Warden Kathy J

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair, CEO and President

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		34,546.16	A	$0	206,148.56	D
Common Stock	02/11/2026		F		15,371	D	$678.83	190,777.56	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		28,785.16(2)		(1)	(1)	Common Stock	28,785.16	$0	102,064.16(3)	D
Restricted Stock Rights	(4)	02/11/2026		A		8,113		(4)	(5)	Common Stock	8,113	$0	41,780(6)	D
Restricted Performance Stock Rights	(1)	02/11/2026		M			34,546.16	(1)	(1)	Common Stock	34,546.16	$0	67,518(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) 11,204.16 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) 17,581 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 34,546.16 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 23,342 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.

3. Total amount includes (i) 34,546.16 vested RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ended on 12/31/25; (ii) 24,309 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iii) 25,628 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iv) 17,581 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) 10,760 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (ii) 11,155 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iii) 11,752 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iv) 8,113 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29.

7. Total amount includes (i) 24,309 RPSRs granted under the 2011 LTISP on 2/16/24 with a measurement period ending on 12/31/26; (ii) 25,628 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iii) 17,581 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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