Northrop Grumman exec reports mixed stock trades

Northrop Grumman executive Roshan S. Roeder, CVP & President of Mission Systems, reported a mix of equity award exercises and share disposals.

Rhea-AI Filing Summary

Northrop Grumman executive Roshan S. Roeder, CVP & President of Mission Systems, reported a mix of equity award exercises and share disposals. On February 17, 2026, she exercised 2,017 Restricted Stock Rights, receiving an equal number of common shares at a stated price of $0.00 per share.

To cover tax obligations, 992 common shares were disposed of at $701.12 per share, and an additional 318 common shares were sold in the open market at $702.56 per share under a Rule 10b5-1 trading plan adopted on October 30, 2025. After these transactions, she directly held 4,619.39 common shares and 6,513 Restricted Stock Rights, alongside 115.9291 common shares held indirectly in the Northrop Grumman Savings Plan.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 5 txns

Insider ROEDER ROSHAN S

Role CVP & Pres. Mission Systems

Sold 318 shs ($223K)

Approx. gross sale proceeds $223K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Rights	2,017	$0.00	$0.00
Exercise	Common Stock	2,017	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	992	$701.12	$696K
Sale	Common Stock	318	$702.56	$223K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Rights — 6,513 contracts (Direct); Common Stock — 4,619.39 shares (Direct); Common Stock — 115.9291 shares (Indirect, Held in Northrop Grumman Savings Plan)

Footnotes (5)

1. F1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 30, 2025.
2. F2. 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. F3. 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. F4. 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. F5. Total amount includes (i) 2,356 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (ii) 2,456 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iii) 1,701 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider stock transactions did Roshan S. Roeder report at Northrop Grumman (NOC)?

Roshan S. Roeder reported exercising 2,017 Restricted Stock Rights into common shares and disposing of shares on the same date. The filing shows tax-related share withholding and an open-market sale, leaving her with 4,619.39 common shares directly and 6,513 Restricted Stock Rights.

How many Northrop Grumman (NOC) shares did Roshan S. Roeder sell in the latest Form 4?

She sold 318 common shares in an open-market transaction at $702.56 per share. Separately, 992 shares were disposed of at $701.12 per share to satisfy tax obligations tied to equity awards, resulting in a net reduction of her directly held common shares.

Was Roshan S. Roeder’s Northrop Grumman (NOC) stock sale made under a Rule 10b5-1 plan?

Yes. The Form 4 states the 318-share sale was effected under a Rule 10b5-1 trading plan adopted on October 30, 2025. Such plans pre-schedule trades, allowing executives to diversify or manage holdings according to preset instructions over time.

What equity awards does Roshan S. Roeder still hold at Northrop Grumman (NOC)?

After the reported transactions, she held 6,513 Restricted Stock Rights in addition to her common shares. Footnotes explain these awards include tranches scheduled to vest in 2027, 2028, and 2029 under Northrop Grumman’s long-term incentive stock plans.

How many Northrop Grumman (NOC) shares does Roshan S. Roeder own directly and indirectly after the filing?

Following the transactions, she directly held 4,619.39 common shares. Indirectly, 115.9291 common shares were credited to her account in the Northrop Grumman Savings Plan, a qualified defined contribution plan using unit-based accounting for participant holdings.

What was the purpose of the 992-share disposition reported for Northrop Grumman (NOC)?

The 992-share disposition at $701.12 per share was reported with code F, indicating shares were delivered to cover exercise price or tax liabilities. This type of transaction typically accompanies equity award vesting or exercise rather than an open-market sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/19/2026 - 04:23 PM Learn about SEC filing 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

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).

X

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)
02/17/2026

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		2,017	A	$0	5,929.39	D
Common Stock	02/17/2026		F		992	D	$701.12	4,937.39	D
Common Stock	02/17/2026		S		318(1)	D	$702.56	4,619.39	D
Common Stock								115.9291	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			2,017	(3)	(4)	Common Stock	2,017	$0	6,513(5)	D

Explanation of Responses:

1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 30, 2025.

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) 2,356 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (ii) 2,456 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iii) 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.
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