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Northrop Grumman (NOC) exec sells shares after exercising awards

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider ROEDER ROSHAN S
Role CVP & Pres. Mission Systems
Sold 318 shs ($223K)
Type Security Shares Price Value
Exercise Restricted Stock Rights 2,017 $0.00 --
Exercise Common Stock 2,017 $0.00 --
Tax Withholding Common Stock 992 $701.12 $696K
Sale Common Stock 318 $702.56 $223K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Rights — 6,513 shares (Direct); Common Stock — 5,929.39 shares (Direct); Common Stock — 115.929 shares (Indirect, Held in Northrop Grumman Savings Plan)
Footnotes (1)
  1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 30, 2025. 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. 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. 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

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.