Northrop Grumman (NOC) exec exercises stock rights, withholds shares for taxes

Rhea-AI Filing Summary

Northrop Grumman executive Robert J. Fleming reported equity award activity involving restricted stock rights and common shares. On 2/17/26, 264 Restricted Stock Rights were exercised, issuing 264 shares of common stock at a stated price of $0.0000 per share, reflecting the vesting of prior awards. In a related tax-withholding transaction, 85 common shares were disposed of at $701.12 per share to cover tax obligations, rather than through an open-market sale.

Following these transactions, Fleming directly held 2,619.03 shares of Northrop Grumman common stock. He also held 6,513 Restricted Stock Rights, which include grants under the company’s long-term incentive plans scheduled to vest on future 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

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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)
02/17/2026

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		264	A	$0	2,704.03	D
Common Stock	02/17/2026		F		85	D	$701.12	2,619.03	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 Stock Rights	(1)	02/17/2026		M			264	(1)	(2)	Common Stock	264	$0	6,513(3)	D

Explanation of Responses:

1. 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.

2. 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.

3. 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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FAQ

What insider transactions did Northrop Grumman (NOC) report for Robert J. Fleming?

Robert J. Fleming exercised 264 Restricted Stock Rights into 264 Northrop Grumman common shares, then had 85 shares withheld to satisfy tax obligations. These actions were reported as an option-like derivative exercise and a tax-withholding disposition rather than open-market trades.

How many Northrop Grumman (NOC) shares does Robert J. Fleming hold after this Form 4?

After the reported transactions, Robert J. Fleming directly held 2,619.03 shares of Northrop Grumman common stock. He also held 6,513 Restricted Stock Rights tied to future-vesting awards under the company’s long-term incentive stock plans, according to the filing’s ownership totals.

Were Northrop Grumman (NOC) shares sold on the open market in this Form 4?

The Form 4 shows a disposition of 85 common shares coded as a tax-withholding transaction at $701.12 per share. This code indicates shares were delivered to cover tax liabilities, not sold as a discretionary open-market sale by Robert J. Fleming.

What are Restricted Stock Rights in the Northrop Grumman (NOC) filing?

Each Restricted Stock Right represents a contingent right to receive one Northrop Grumman common share, or cash or a combination, at the issuer’s election. These awards vest over time under the company’s long-term incentive stock plans, as described in the footnotes.

What future-vesting equity awards does Robert J. Fleming have at Northrop Grumman (NOC)?

The total 6,513 Restricted Stock Rights include 2,356 granted in 2024 vesting on 2/16/27, 2,456 granted in 2025 vesting on 2/18/28, and 1,701 granted in 2026 vesting on 2/12/29, under the company’s long-term incentive plans.