Northrop Grumman (NOC) executive details new stock rights and tax share use

Rhea-AI Filing Summary

Northrop Grumman executive Roshan S. Roeder, CVP & President of Mission Systems, reported multiple equity compensation transactions dated February 11, 2026. Roeder acquired 5,786.48 Restricted Performance Stock Rights (RPSRs) and 1,701 Restricted Stock Rights (RSRs), both at an exercise price of $0 per right, as part of long-term incentive plans.

On the same date, 6,476.48 RPSRs were exercised into the same number of common shares at $0, increasing direct common stock holdings to 6,880.39 shares before withholding. To cover tax obligations, 2,968 common shares were disposed of at $678.83 per share, leaving 3,912.39 common shares held directly after the transactions, plus 115.5111 shares held indirectly in the Northrop Grumman Savings Plan as of February 11, 2026.

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^*

ROEDER ROSHAN S

(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. Mission 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		6,476.48	A	$0	6,880.39	D
Common Stock	02/11/2026		F		2,968	D	$678.83	3,912.39	D
Common Stock								115.5111	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		5,786.48(3)		(2)	(2)	Common Stock	5,786.48	$0	20,650.48(4)	D
Restricted Stock Rights	(5)	02/11/2026		A		1,701		(5)	(6)	Common Stock	1,701	$0	8,530(7)	D
Restricted Performance Stock Rights	(2)	02/11/2026		M			6,476.48	(2)	(2)	Common Stock	6,476.48	$0	14,174(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) 2,100.48 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) 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 6,476.48 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 4,376 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.

4. Total amount includes (i) 6,476.48 vested RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ended on 12/31/25; (ii) 5,133 RPSRs granted under the 2011 LTISP on 2/14/24 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 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) 2,017 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (ii) 2,356 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iii) 2,456 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iv) 1,701 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29.

8. Total amount includes (i) 5,133 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (ii) 5,355 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iii) 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 Roshan S. Roeder report for Northrop Grumman (NOC)?

Roshan S. Roeder reported equity compensation activity, not open-market trading. On February 11, 2026, she received grants of Restricted Performance Stock Rights and Restricted Stock Rights, exercised performance stock rights into common shares, and had some shares withheld to satisfy tax obligations tied to these awards.

How many Restricted Performance Stock Rights did Roeder acquire at Northrop Grumman (NOC)?

Roeder acquired 5,786.48 Restricted Performance Stock Rights on February 11, 2026. These rights represent a contingent right to receive an equivalent number of Northrop Grumman common shares, or cash or a combination, if specified performance metrics under the company’s long-term incentive plans are achieved for the relevant measurement periods.

How many Restricted Stock Rights were granted to Roshan S. Roeder at Northrop Grumman (NOC)?

Roeder received a grant of 1,701 Restricted Stock Rights on February 11, 2026. Each right can settle in an equivalent number of common shares, cash, or a mix, at the discretion of Northrop Grumman’s Compensation Committee, with vesting scheduled under the company’s 2024 Long-Term Incentive Stock Plan.

What common stock transactions did Roeder report for Northrop Grumman (NOC) on February 11, 2026?

Roeder acquired 6,476.48 Northrop Grumman common shares through the exercise of performance stock rights at $0 per share. She then disposed of 2,968 shares at $678.83 per share to satisfy tax obligations, resulting in 3,912.39 common shares held directly after these transactions.

How many Northrop Grumman (NOC) shares does Roeder hold after the reported Form 4 transactions?

After the reported activity on February 11, 2026, Roeder directly holds 3,912.39 shares of Northrop Grumman common stock. In addition, she has an indirect interest equal to 115.5111 shares held within the Northrop Grumman Savings Plan, which uses unit accounting tied to plan investments.

What price was used for Roeder’s tax-withholding share disposition at Northrop Grumman (NOC)?

To cover tax liabilities related to equity awards, Roeder had 2,968 Northrop Grumman common shares withheld or delivered at $678.83 per share. This transaction was reported with code F, indicating shares used for payment of tax or exercise-related obligations rather than an open-market sale.