Northrop Grumman (NOC) grants stock awards to Defense Systems chief

Rhea-AI Filing Summary

Northrop Grumman executive Benjamin R. Davies reported multiple equity compensation transactions. On February 11, 2026, he was granted 4,710.32 Restricted Performance Stock Rights and 1,701 Restricted Stock Rights, each representing a contingent right to receive an equal number of common shares or, at the company’s election, cash or a mix of stock and cash.

On the same date, 3,158.32 Restricted Performance Stock Rights were exercised, delivering an equal number of common shares at an exercise price of $0. Of those shares, 1,214 common shares were disposed of at $678.83 per share to satisfy tax obligations, leaving 2,189.04 common shares held directly after the reported transactions, plus a small indirect position held in the Northrop Grumman Savings Plan.

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^*

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)
02/11/2026

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		3,158.32	A	$0	3,403.04	D
Common Stock	02/11/2026		F		1,214	D	$678.83	2,189.04	D
Common Stock								0.0015	I	Held in Northrop Grumman Savings Plan(1)

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	(2)	02/11/2026		A		4,710.32(3)		(2)	(2)	Common Stock	4,710.32	$0	15,950.32(4)	D
Restricted Stock Rights	(5)	02/11/2026		A		1,701		(5)	(6)	Common Stock	1,701	$0	6,718(7)	D
Restricted Performance Stock Rights	(2)	02/11/2026		M			3,158.32	(2)	(2)	Common Stock	3,158.32	$0	12,792(8)	D

Explanation of Responses:

1. Held in the Northrop Grumman Savings Plan (the "Plan"), a qualified defined contribution plan, as of February 11, 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.

2. 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).

3. The RPSRs acquired include (i) 306.72 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; (ii) 717.60 vested RPSRS with respect to the measurement period ended 12/31/25 acquired due to settlement of the RPSRs granted under the 2011 LTISP on 11/1/23 that resulted in settlement at 148% of the target award; and (ii) 3,686 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 3,158.32 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 2,134 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.

4. Total amount includes (i) 3,158.32 vested RPSRs granted under the 2011 LTISP on 2/16/23 and on 11/1/23 with a measurement period ended on 12/31/25; (ii) 2,352 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iii) 1,399 RPSRs granted under the 2011 LTISP on 7/31/24 with a measurement period ending on 12/31/26; (iv) 5,355 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iv) 3,686 RPSRs granted under the 2024 LTISP on 2/11/26 with a measurement period ending on 12/31/28.

5. 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.

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

7. Total amount includes (i) 274 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (ii) 641 RSRs granted under the 2011 LTISP on 11/1/23 that will vest on 11/2/26; (iii) 1,008 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iv) 638 RSRs granted under the 2011 LTISP on 7/31/24 that will vest on 8/2/27; (v) 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.

8. Total amount includes (i) 2,352 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (ii) 1,399 RPSRs granted under the 2011 LTISP on 7/31/24 with a measurement period ending on 12/31/26; (iii) 5,355 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending 12/31/27; (iv) and 3,686 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 Northrop Grumman (NOC) report for Benjamin R. Davies?

Northrop Grumman reported that executive Benjamin R. Davies received new stock-based awards and exercised existing performance rights. He also had shares withheld to cover taxes, resulting in updated direct and indirect holdings in the company’s common stock and related equity awards.

How many Restricted Performance Stock Rights did Benjamin R. Davies acquire at Northrop Grumman (NOC)?

Benjamin R. Davies acquired 4,710.32 Restricted Performance Stock Rights on February 11, 2026. Each right can settle into an equivalent share of Northrop Grumman common stock, or cash, if specified performance metrics are met over the applicable measurement periods.

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

Davies received 3,158.32 common shares upon exercising Restricted Performance Stock Rights at no cost. Of these, 1,214 shares were disposed of at $678.83 per share to satisfy tax liabilities, leaving him with 2,189.04 directly held common shares after the transactions.

What are the key terms of the Restricted Stock Rights granted to Benjamin R. Davies at Northrop Grumman (NOC)?

Each Restricted Stock Right gives Davies a contingent claim to one share of Northrop Grumman common stock, or cash or a mix of both, at the company’s discretion. These awards vest on specified future dates under the company’s long-term incentive stock plans.

How did the February 11, 2026 Form 4 affect Benjamin R. Davies’ Northrop Grumman (NOC) holdings?

The filing shows higher equity-based compensation through new grants and exercised performance awards, partially offset by shares withheld for taxes. After these movements, Davies reports updated direct common share ownership along with substantial outstanding restricted and performance stock rights.