Northrop Grumman grants and settles stock for executive

Northrop Grumman executive Thomas H. Jones, CVP & President Aeronautics Systems, reported equity compensation activity.

Rhea-AI Filing Summary

Northrop Grumman executive Thomas H. Jones, CVP & President Aeronautics Systems, reported equity compensation activity. He received 5,927.1200 Restricted Performance Stock Rights and 1,701.0000 Restricted Stock Rights, and settled 6,910.1200 performance-based units into common stock, with 3,059.0000 shares withheld at $678.8300 per share for taxes. Following these transactions he holds 14,174 Restricted Performance Stock Rights and 10,057.715 shares of common stock directly.

Insider Trade Summary

6,910.12 shares exercised/converted

Exercise 5 txns

Insider Jones Thomas H

Role CVP & Pres Aeronautics Systems

Type	Security	Shares	Price	Value
Grant/Award	Restricted Performance Stock Rights	5,927.12	$0.00	$0.00
Grant/Award	Restricted Stock Rights	1,701	$0.00	$0.00
Exercise	Restricted Performance Stock Rights	6,910.12	$0.00	$0.00
Exercise	Common Stock	6,910.12	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,059	$678.83	$2.08M

Holdings After Transaction: Restricted Stock Rights — 8,665 contracts (Direct); Restricted Performance Stock Rights — 14,174 contracts (Direct); Common Stock — 10,057.715 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) 2,241.12 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 2/11/26 with a measurement period ending on 12/31/28. A total of 6,910.12 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 4,669 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.
3. F3. Total amount includes (i) 6,910.12 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) 2,152 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.

Key Figures

RPSR grant: 5927.1200 RPSRs RSR grant: 1701.0000 RSRs Performance units settled: 6910.1200 shares +4 more

7 metrics

RPSR grant 5927.1200 RPSRs Restricted Performance Stock Rights granted on 2026-02-11

RSR grant 1701.0000 RSRs Restricted Stock Rights granted on 2026-02-11

Performance units settled 6910.1200 shares RPSRs exercised or converted into common stock

Tax withholding shares 3059.0000 shares Common shares delivered for tax liability at $678.8300 per share

Tax withholding price $678.8300 per share Price used for tax-withholding disposition on 2026-02-11

Post-transaction RPSRs 14,174 RPSRs Direct holdings of Restricted Performance Stock Rights after reported transactions

Post-transaction common stock 10,057.715 shares Direct common stock holdings after grants, settlement, and tax withholding

Key Terms

Restricted Performance Stock Rights, Restricted Stock Rights, Rule 16b-3(d), Long-Term Incentive Stock Plan, +1 more

5 terms

Restricted Performance Stock Rights financial

"Each Restricted Performance Stock Right ("RPSR") represents a contingent right to receive an equivalent number of shares"

Restricted Stock Rights financial

"Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares"

Restricted stock rights are ownership claims in company shares that come with limits on when or how they can be sold or transferred, often tied to time-based or performance conditions. For investors, these rights matter because they affect when insiders truly own or can monetize shares — influencing future share supply, executive incentives, and potential stock price pressure much like a savings account that only becomes withdrawable after meeting set conditions.

Rule 16b-3(d) regulatory

"Grants awarded pursuant to Rule 16b-3(d)."

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

Long-Term Incentive Stock Plan financial

"granted under the 2011 Long-Term Incentive Stock Plan ("2011 LTISP")"

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 equity awards did Northrop Grumman (NOC) grant to Thomas H. Jones?

Thomas H. Jones received 5,927.1200 Restricted Performance Stock Rights and 1,701.0000 Restricted Stock Rights. These awards are contingent rights to receive common stock, cash, or a combination, subject to performance and time-based vesting conditions under long-term incentive plans.

How many performance-based units did Thomas H. Jones at NOC settle into stock?

Thomas H. Jones settled 6,910.1200 Restricted Performance Stock Rights into an equivalent number of common shares. These units related to a performance measurement period ending 12/31/25, which vested based on the company’s long-term incentive plan metrics.

What tax-related share withholding occurred in this NOC Form 4?

In connection with equity settlement, 3,059.0000 common shares were disposed of at $678.8300 per share to satisfy tax obligations. This transaction is coded F, indicating payment of tax liability by delivering securities rather than an open-market sale.

What are Thomas H. Jones’s post-transaction holdings in NOC stock and RPSRs?

After these transactions, Thomas H. Jones directly holds 14,174 Restricted Performance Stock Rights and 10,057.715 shares of Northrop Grumman common stock. These balances reflect his remaining performance-based and time-based equity interests reported in this filing.

Were Thomas H. Jones’s NOC transactions open-market purchases or sales?

The reported activity consists of grants, performance-based settlements, and tax-withholding dispositions, not open-market trades. Awards were granted at $0.0000 per unit, and shares were withheld to cover taxes rather than sold as discretionary market transactions.

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

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Accepted by SEC EDGAR 02/13/2026 - 04:17 PM Learn about SEC filing 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

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)
02/11/2026

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		6,910.12	A	$0	13,116.715	D
Common Stock	02/11/2026		F		3,059	D	$678.83	10,057.715	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 Performance Stock Rights	(1)	02/11/2026		A		5,927.12(2)		(1)	(1)	Common Stock	5,927.12	$0	21,084.12(3)	D
Restricted Stock Rights	(4)	02/11/2026		A		1,701		(4)	(5)	Common Stock	1,701	$0	8,665(6)	D
Restricted Performance Stock Rights	(1)	02/11/2026		M			6,910.12	(1)	(1)	Common Stock	6,910.12	$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) 2,241.12 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 2/11/26 with a measurement period ending on 12/31/28. A total of 6,910.12 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 4,669 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.

3. Total amount includes (i) 6,910.12 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) 2,152 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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