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Northrop Grumman awards stock rights to executive

Northrop Grumman executive Robert J. Fleming, CVP and President, Space Systems, received equity awards on 2026-02-11, including 3,982.16 Restricted Performance Stock Rights and 1,701 Restricted Stock Rights.

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Form Type
4

Rhea-AI Filing Summary

Northrop Grumman executive Robert J. Fleming, CVP and President, Space Systems, received equity awards on 2026-02-11, including 3,982.16 Restricted Performance Stock Rights and 1,701 Restricted Stock Rights. He settled 913.16 performance rights into common stock, with 300 shares withheld at $678.83 per share for taxes. After these transactions he holds 14,174 Restricted Performance Stock Rights and 2,440.03 shares of common stock, all directly.

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Negative

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Insider Fleming Robert J.
Role CVP and Pres. Space Systems
Type Security Shares Price Value
Grant/Award Restricted Performance Stock Rights 3,982.16 $0.00 $0.00
Grant/Award Restricted Stock Rights 1,701 $0.00 $0.00
Exercise Restricted Performance Stock Rights 913.16 $0.00 $0.00
Exercise Common Stock 913.16 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 300 $678.83 $204K
Holdings After Transaction: Restricted Stock Rights — 6,777 contracts (Direct); Restricted Performance Stock Rights — 14,174 contracts (Direct); Common Stock — 2,440.03 shares (Direct)
Footnotes (7)
  1. F1. 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. F2. 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. F3. 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. F4. 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. F5. The RSRs were granted under the 2024 LTISP on 2/11/26 and will vest on 2/12/29.
  6. F6. 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. F7. 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.
RPSRs granted 3,982.16 Restricted Performance Stock Rights granted to Robert J. Fleming on 2026-02-11
RSRs granted 1,701 Restricted Stock Rights granted to Robert J. Fleming on 2026-02-11
RPSRs exercised 913.16 Performance stock rights settled into common stock on 2026-02-11
Tax withholding shares 300 Common shares withheld at $678.83 per share to cover tax liability
Tax withholding price 678.83 Per-share value used for the 300 withheld common shares
Post-transaction RPSRs holding 14,174 Direct Restricted Performance Stock Rights held after the transactions
Post-transaction common stock holding 2,440.03 Direct Northrop Grumman common shares held after the transactions
Restricted Performance Stock Rights financial
"Each Restricted Performance Stock Right ("RPSR") represents a contingent right to receive an equivalent number of shares"
Restricted Stock Right financial
"Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares"
Long-Term Incentive Stock Plan financial
"granted under the 2011 Long-Term Incentive Stock Plan ("2011 LTISP") and the 2024 Long-Term Incentive Stock Plan"
A long-term incentive stock plan is a company program that pays key employees and executives with company shares or stock-based awards that become theirs only after meeting performance goals or staying with the company for several years. Think of it as a delayed bonus paid in stock that ties pay to future results; investors watch these plans because they influence executive behavior, can dilute existing shares, and affect reported costs and long-term shareholder value.
measurement period financial
"The RPSRs vest if the applicable performance metric is satisfied for the relevant measurement period"

FAQ

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

What did Northrop Grumman (NOC) report about Robert J. Fleming in this Form 4?

Robert J. Flemingcommon shares and RPSRs.

How many performance stock rights were granted to Robert J. Fleming at Northrop Grumman (NOC)?

On 2026-02-11, Fleming received 3,982.16 Restricted Performance Stock Rights. These RPSRs represent contingent rights to receive Northrop Grumman common stock or cash, generally vesting based on specified performance metrics and measurement periods under the company’s long-term incentive plans.

What restricted stock rights did Robert J. Fleming receive according to Northrop Grumman (NOC)’s Form 4?

Fleming was granted 1,701 Restricted Stock Rights on 2026-02-11. Each RSR is a contingent right to receive an equivalent number of Northrop Grumman common shares, or cash, typically vesting on set future dates under the 2024 Long-Term Incentive Stock Plan.

What award settlement and tax withholding were reported for Robert J. Fleming at Northrop Grumman (NOC)?

The Form 4 shows 913.16 performance stock rights were exercised and settled into an equal number of common shares. In connection with these awards, 300 shares of common stock were withheld at $678.83 per share to satisfy Fleming’s tax obligations.

What are Robert J. Fleming’s post-transaction holdings in Northrop Grumman (NOC) stock?

After the reported transactions, Fleming directly holds 14,174 Restricted Performance Stock Rights and 2,440.03 shares of Northrop Grumman common stock. These figures reflect his updated derivative and non-derivative equity positions reported in the Form 4 canonical holdings data.

Under which incentive plans were Robert J. Fleming’s awards at Northrop Grumman (NOC) granted?

Footnotes indicate his RPSRs and RSRs were granted under the 2011 Long-Term Incentive Stock Plan and the 2024 Long-Term Incentive Stock Plan. These plans provide performance-based and time-based stock rights with specified measurement periods and vesting dates.

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

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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).
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
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.

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