Northrop (NYSE: NOC) CEO nets shares after tax withholding

Rhea-AI Filing Summary

Northrop Grumman Chair, CEO and President Kathy J. Warden exercised 10,760 Restricted Stock Rights, receiving the same number of common shares at a stated price of $0.00 per share upon vesting on February 17, 2026. To cover tax obligations, 4,857 common shares were disposed of at $701.12 per share through a tax-withholding transaction, leaving her with 196,680.56 directly owned common shares after these transactions. The Restricted Stock Rights and shares were granted under the company’s long-term incentive stock plans and vest on specified future 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

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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^*

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)
02/17/2026

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		10,760	A	$0	201,537.56	D
Common Stock	02/17/2026		F		4,857	D	$701.12	196,680.56	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 Stock Rights	(1)	02/17/2026		M			10,760	(1)	(2)	Common Stock	10,760	$0	31,020(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) 11,155 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (ii) 11,752 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iii) 8,113 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.
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FAQ

What insider transactions did Northrop Grumman (NOC) report for Kathy Warden?

Kathy J. Warden exercised 10,760 Restricted Stock Rights, receiving the same number of Northrop Grumman common shares. On the same date, 4,857 common shares were disposed of at $701.12 per share to satisfy tax obligations associated with the vesting.

How many Northrop Grumman shares does Kathy Warden own after this Form 4?

After these transactions, Kathy J. Warden directly owns 196,680.56 Northrop Grumman common shares. This figure reflects the shares received from exercising Restricted Stock Rights, net of the shares disposed of to cover tax liabilities on February 17, 2026.

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

Each Restricted Stock Right (RSR) is a contingent right to receive one Northrop Grumman common share, or cash, or a combination, at the issuer’s election. These RSRs are granted under long-term incentive stock plans and vest on specified future dates.

Why were 4,857 Northrop Grumman shares disposed of at $701.12 per share?

The 4,857 common shares disposed of at $701.12 per share were used to pay tax liabilities related to the vesting and exercise of Restricted Stock Rights. The transaction is coded “F,” indicating a tax-withholding disposition rather than an open-market sale.

Which incentive plans are mentioned in Kathy Warden’s Northrop Grumman Form 4?

The filing references the 2011 Long-Term Incentive Stock Plan and the 2024 Long-Term Incentive Stock Plan. It notes RSR grants under these plans with tranches scheduled to vest in 2027, 2028, and 2029, in addition to the 2026 vesting.

Do the Restricted Stock Rights in Northrop Grumman’s Form 4 automatically deliver shares?

Not necessarily. Each Restricted Stock Right entitles the holder to receive an equivalent number of shares, cash, or a combination, at the election of Northrop Grumman’s Compensation Committee. The actual form of settlement is determined by the committee at vesting.