Northrop Grumman (NOC) Aeronautics Systems chief logs equity awards and tax share withholding

Rhea-AI Filing Summary

Northrop Grumman CVP & President, Aeronautics Systems, Thomas H. Jones reported several equity compensation transactions dated February 11, 2026. He acquired 5,927.12 Restricted Performance Stock Rights (RPSRs) and 1,701 Restricted Stock Rights (RSRs), each representing a contingent right to receive an equivalent number of common shares or cash, depending on plan terms.

On the same date, he exercised 6,910.12 RPSRs, receiving the same number of Northrop Grumman common shares at an exercise price of $0, increasing his directly held common stock to 13,116.715 shares before tax withholding. To satisfy tax obligations, 3,059 common shares were withheld at a price of $678.83 per share, leaving him with 10,057.715 common shares held directly after the transactions.

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)
02/11/2026

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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FAQ

What insider transactions did NOC executive Thomas H. Jones report on February 11, 2026?

Thomas H. Jones reported equity awards and related share movements on February 11, 2026. He received grants of Restricted Performance Stock Rights and Restricted Stock Rights, exercised RPSRs into common stock at $0, and had shares withheld to cover associated tax obligations.

How many Restricted Performance Stock Rights did the NOC executive acquire in this Form 4?

Thomas H. Jones acquired 5,927.12 Restricted Performance Stock Rights. These RPSRs represent contingent rights to receive an equivalent number of Northrop Grumman common shares, or cash, depending on plan terms, and vest based on achieving specified performance metrics over defined measurement periods.

What Restricted Stock Rights were granted to Northrop Grumman’s Thomas H. Jones?

He was granted 1,701 Restricted Stock Rights on February 11, 2026. Each RSR is a contingent right to receive one share of Northrop Grumman common stock, or cash or a combination, and the grant was made under the company’s 2024 Long-Term Incentive Stock Plan.

How many Northrop Grumman shares did Thomas H. Jones receive from RPSR exercise?

He exercised 6,910.12 Restricted Performance Stock Rights into 6,910.12 common shares. The exercise price was $0 per share, reflecting settlement of performance-based awards previously granted under the company’s long-term incentive plans tied to a completed measurement period.

Why were 3,059 NOC shares disposed of in Thomas H. Jones’s Form 4 filing?

3,059 common shares were withheld to satisfy tax obligations. The disposition, coded “F,” reflects payment of tax liability by delivering shares valued at $678.83 each, rather than an open-market sale, reducing his directly held common stock after settlement.

How many Northrop Grumman common shares does Thomas H. Jones hold after these transactions?

After the reported transactions, he directly holds 10,057.715 common shares. This balance reflects shares received from exercising Restricted Performance Stock Rights, net of 3,059 shares withheld at $678.83 each to cover associated tax liabilities.

What do RPSRs and RSRs represent for Northrop Grumman executive compensation?

RPSRs and RSRs are equity-based incentive awards for executives. Each unit represents a contingent right to receive one Northrop Grumman common share, or cash or a combination, vesting over time or upon achieving specified performance metrics under the company’s long-term incentive stock plans.