Northrop Grumman (NYSE: NOC) exec sells shares and sees stock awards vest

Rhea-AI Filing Summary

Northrop Grumman executive Benjamin R. Davies, Corporate Vice President and President of Defense Systems, reported several stock transactions. He sold 2,189.04 shares of common stock in an open‑market sale at a weighted average price of $719.61 per share, leaving 151 shares held directly.

On the prior day, 274 restricted stock rights were exercised into the same number of common shares, and 123 shares were withheld at $701.12 per share to cover tax obligations. Davies now holds 6,444 restricted stock rights that are scheduled to vest in stages between 2026 and 2029.

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^*

Davies Benjamin R.

(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)
	CVP & Pres. Defense Systems

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		M		274	A	$0	2,463.04	D
Common Stock	02/17/2026		F		123	D	$701.12	2,340.04	D
Common Stock	02/18/2026		S		2,189.04	D	$719.61(1)	151	D
Common Stock								0.0015	I	Held in Northrop Grumman Savings Plan(2)

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 Stock Rights	(3)	02/17/2026		M			274	(3)	(4)	Common Stock	274	$0	6,444(5)	D

Explanation of Responses:

1. Represents the weighted average sale price of $719.61 rounded to the nearest hundredth. The highest price at which the shares were sold was $719.935 and the lowest price at which the shares were sold was $719.55. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

2. Held in the Northrop Grumman Savings Plan (the "Plan"), a qualified defined contribution plan, as of February 17, 2026. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.

3. 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.

4. Shares issued upon vesting of RSRs granted under the 2011 Long-Term Incentive Stock Plan ("2011 LTISP") on 2/16/23 that vested on 2/17/26.

5. Total amount includes (i) 641 RSRs granted under the 2011 LTISP on 11/1/23 that will vest on 11/2/26; (ii) 1,008 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iii) 638 RSRs granted under the 2011 LTISP on 7/31/24 that will vest on 8/2/27; (iv) 2,456 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (v) 1,701 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29.

Remarks:

	/s/ Jennifer C. McGarey, Attorney-in-Fact	02/19/2026
	** 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

What insider transactions did Northrop Grumman (NOC) report for Benjamin R. Davies?

Benjamin R. Davies reported an open-market sale of 2,189.04 Northrop Grumman common shares and multiple related equity award transactions, including the vesting and exercise of 274 restricted stock rights and a tax-withholding disposition of 123 shares tied to those awards.

How many Northrop Grumman (NOC) shares did Benjamin R. Davies sell and at what price?

He sold 2,189.04 common shares at a weighted average price of $719.61 per share. The filing notes this is a rounded average and that actual sale prices ranged within a narrow band, with detailed trade breakdowns available on request.

What equity awards vested for Benjamin R. Davies in the latest Northrop Grumman (NOC) Form 4?

274 restricted stock rights vested and were converted into 274 common shares. These awards were originally granted under Northrop Grumman’s long-term incentive stock plan and became deliverable on February 17, 2026, creating the corresponding acquisition of common stock reported in the filing.

How many Northrop Grumman (NOC) shares does Benjamin R. Davies hold directly after these transactions?

After the reported sale and award-related movements, he directly holds 151 common shares. This figure reflects his remaining direct ownership following the 2,189.04-share sale and the award vesting and tax-withholding transactions disclosed in the insider filing.

What restricted stock rights does Benjamin R. Davies still hold in Northrop Grumman (NOC)?

He holds 6,444 restricted stock rights, each representing a contingent claim on one share or cash equivalent. These rights come from multiple grants under long-term incentive plans and are scheduled to vest in separate tranches between 2026 and 2029.

Were any of Benjamin R. Davies’s Northrop Grumman (NOC) shares disposed of for tax withholding?

Yes. The filing reports that 123 common shares were withheld at $701.12 per share to satisfy tax obligations related to the vesting of restricted stock rights, a common practice for covering income tax liabilities on equity compensation.