Northrop Grumman (NOC) Space Systems chief reports equity awards and tax share disposal

Rhea-AI Filing Summary

Northrop Grumman’s CVP and President of Space Systems, Robert J. Fleming, reported several equity compensation transactions on February 11, 2026. He received grants of 3,982.16 Restricted Performance Stock Rights (RPSRs) and 1,701 Restricted Stock Rights (RSRs), each representing contingent rights to receive an equal number of common shares or cash.

Fleming also exercised 913.16 RPSRs, which converted into the same number of common shares at an exercise price of $0, increasing his directly owned common stock to 2,740.03 shares. To cover tax obligations related to this equity activity, 300 common shares were disposed of at $678.83 per share through a tax-withholding transaction, leaving him with 2,440.03 common shares held directly.

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^*

Fleming Robert 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CVP and Pres. Space 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		913.16	A	$0	2,740.03	D
Common Stock	02/11/2026		F		300	D	$678.83	2,440.03	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 Performance Stock Rights	(1)	02/11/2026		A		3,982.16(2)		(1)	(1)	Common Stock	3,982.16	$0	15,087.16(3)	D
Restricted Stock Rights	(4)	02/11/2026		A		1,701		(4)	(5)	Common Stock	1,701	$0	6,777(6)	D
Restricted Performance Stock Rights	(1)	02/11/2026		M			913.16	(1)	(1)	Common Stock	913.16	$0	14,174(7)	D

Explanation of Responses:

1. 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).

2. The RPSRs acquired include (i) 296.16 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 2/18/25 with a measurement period ending on 12/31/27. A total of 913.16 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 617 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.

3. Total amount includes (i) 913.16 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.

4. 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.

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

6. Total amount includes (i) 264 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.

7. 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 NOC executive Robert J. Fleming report on February 11, 2026?

Robert J. Fleming reported equity compensation activity on February 11, 2026, including grants of Restricted Performance Stock Rights and Restricted Stock Rights, an exercise of RPSRs into common stock, and a tax-withholding share disposition. All transactions involved directly held awards under Northrop Grumman long-term incentive plans.

How many Restricted Performance Stock Rights did NOC’s Robert J. Fleming acquire?

Robert J. Fleming acquired 3,982.16 Restricted Performance Stock Rights (RPSRs) at an exercise price of $0. These RPSRs are contingent rights that can settle in common stock, cash, or a combination, depending on performance metrics and the issuer’s election under the company’s long-term incentive plans.

What Restricted Stock Rights grant did Robert J. Fleming receive from Northrop Grumman (NOC)?

Fleming received a grant of 1,701 Restricted Stock Rights (RSRs) on February 11, 2026. Each RSR represents a contingent right to receive one share of Northrop Grumman common stock, or cash or a mix of both, as determined by the company’s Compensation Committee under the 2024 long-term incentive plan.

Did Robert J. Fleming exercise any derivative awards into Northrop Grumman common stock?

Yes. Fleming exercised 913.16 Restricted Performance Stock Rights, converting them into 913.16 shares of Northrop Grumman common stock at an exercise price of $0. This derivative conversion increased his directly held common stock position as part of his long-term incentive compensation.

Why were 300 shares of NOC common stock disposed of in Fleming’s Form 4 filing?

The 300 shares of common stock were disposed of in a tax-withholding transaction coded “F.” They were delivered at $678.83 per share to satisfy tax obligations related to equity awards, rather than representing an open-market sale initiated for investment or portfolio reasons.

How many Northrop Grumman common shares does Robert J. Fleming hold directly after these transactions?

After the reported transactions, Fleming directly owns 2,440.03 shares of Northrop Grumman common stock. This figure reflects the exercise of 913.16 Restricted Performance Stock Rights into shares and the tax-withholding disposition of 300 shares used to cover associated tax liabilities.