Northrop Grumman (NYSE: NOC) exec stock vests as shares withheld for tax

Rhea-AI Filing Summary

Northrop Grumman executive Thomas H. Jones, CVP & President Aeronautics Systems, reported equity award activity tied to long-term incentives. On February 17, 2026, 2,152 Restricted Stock Rights (RSRs) vested and converted into an equivalent number of common shares at no exercise price under prior awards.

In connection with this vesting, 1,005 common shares were disposed of at $701.12 per share to cover tax obligations through share withholding, rather than an open-market sale. After these transactions, Jones directly held 11,204.715 common shares, plus 6,513 RSRs scheduled to vest between 2027 and 2029 under the company’s long-term incentive plans.

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^*

Jones Thomas H

(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 Aeronautics 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		2,152	A	$0	12,209.715	D
Common Stock	02/17/2026		F		1,005	D	$701.12	11,204.715	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			2,152	(1)	(2)	Common Stock	2,152	$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 Thomas H. Jones report for Northrop Grumman (NOC)?

Thomas H. Jones reported vesting of 2,152 Restricted Stock Rights into common shares and a related tax-withholding share disposition. These actions reflect routine long-term incentive plan activity rather than open-market buying or selling of Northrop Grumman stock.

How many Northrop Grumman shares vested for Thomas H. Jones in this Form 4?

2,152 Restricted Stock Rights vested and converted into the same number of Northrop Grumman common shares. The rights were granted under the company’s long-term incentive stock plans and became fully vested on February 17, 2026, creating taxable income for the executive.

Why were 1,005 Northrop Grumman shares disposed of in Thomas H. Jones’ Form 4?

1,005 common shares were disposed of at $701.12 per share to satisfy tax liabilities from the equity award vesting. This was a tax-withholding disposition, meaning shares were withheld to pay taxes rather than sold in an open-market transaction.

What are Thomas H. Jones’ Northrop Grumman share holdings after these transactions?

After the reported transactions, Thomas H. Jones directly held 11,204.715 Northrop Grumman common shares. He also held 6,513 Restricted Stock Rights that are scheduled to vest between 2027 and 2029 under the company’s long-term incentive stock plans.

What future Restricted Stock Rights does Thomas H. Jones hold in Northrop Grumman?

He holds 6,513 Restricted Stock Rights in total, including 2,356 vesting on February 16, 2027, 2,456 vesting on February 18, 2028, and 1,701 vesting on February 12, 2029. These awards were granted under the 2011 and 2024 long-term incentive plans.

Did Thomas H. Jones buy or sell Northrop Grumman shares on the open market?

The Form 4 shows no open-market purchases or sales. Activity reflects derivative exercises and tax-withholding dispositions associated with vesting Restricted Stock Rights, where some shares were issued and others withheld to cover taxes, not discretionary trading in the market.