Northrop Grumman (NOC) officer logs stock vesting, tax and open-market sales

Rhea-AI Filing Summary

Northrop Grumman corporate vice president, controller and chief accounting officer Michael A. Hardesty reported multiple share transactions on February 17, 2026. He acquired 538 Restricted Stock Rights that converted into 538 common shares at no cost upon vesting, then disposed of 243 shares to cover taxes and sold 715.94 shares in an open-market transaction at $700.63 per share, leaving him with 2,672.29 common shares directly owned. Footnotes note these shares vested from awards granted under the company’s long-term incentive stock plans and that additional Restricted Stock Rights remain scheduled to vest in later years.

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)
02/17/2026

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		538	A	$0	3,631.23	D
Common Stock	02/17/2026		F		243	D	$701.12	3,388.23	D
Common Stock	02/17/2026		S		715.94	D	$700.63	2,672.29	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 Stock Rights	(1)	02/17/2026		M			538	(1)	(2)	Common Stock	538	$0	1,494(3)	D

Explanation of Responses:

1. 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.

2. 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.

3. Total amount includes (i) 554 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (ii) 561 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iii) 379 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).
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FAQ

What insider transactions did Michael A. Hardesty report at Northrop Grumman (NOC)?

Michael A. Hardesty reported vesting-related share activity and sales. He acquired 538 common shares from Restricted Stock Rights, disposed of 243 shares to cover tax obligations, and sold 715.94 common shares in an open-market transaction on February 17, 2026, as part of his equity compensation activity.

How many Northrop Grumman (NOC) shares did Michael A. Hardesty sell and at what price?

He reported selling 715.94 common shares in an open-market transaction. The sale price was $700.63 per share. The filing also shows a separate 243-share disposition at $701.12 per share to satisfy tax obligations related to the vesting of Restricted Stock Rights awards.

What are Restricted Stock Rights in the Northrop Grumman (NOC) Form 4 filing?

Each Restricted Stock Right represents a contingent right to receive one share of Northrop Grumman common stock, or cash, or a combination, at the issuer’s election. In this filing, 538 RSRs vested into 538 shares under the company’s long-term incentive stock plans granted in February 2023.

How many Northrop Grumman (NOC) shares does Michael A. Hardesty hold after these transactions?

After the reported February 17, 2026 transactions, Michael A. Hardesty directly holds 2,672.29 Northrop Grumman common shares. This figure reflects the newly vested shares, the tax-withholding disposition of 243 shares, and the open-market sale of 715.94 shares disclosed in the Form 4.

What future Restricted Stock Rights vesting is disclosed for Michael A. Hardesty at Northrop Grumman (NOC)?

The total Restricted Stock Rights amount includes 554 RSRs scheduled to vest on February 16, 2027, 561 RSRs scheduled to vest on February 18, 2028, and 379 RSRs scheduled to vest on February 12, 2029, under Northrop Grumman’s long-term incentive stock plans.

Which Northrop Grumman (NOC) equity plans are referenced in Michael A. Hardesty’s Form 4?

The filing references the 2011 Long-Term Incentive Stock Plan and the 2024 Long-Term Incentive Stock Plan. Shares issued on February 17, 2026 came from RSRs granted under the 2011 plan, and remaining RSRs include awards granted under both the 2011 and 2024 plans.