Northrop Grumman (NOC) GC exercises RSRs and sells 779 shares

Rhea-AI Filing Summary

Northrop Grumman corporate VP and general counsel Kathryn G. Simpson reported several equity transactions in company stock. On February 17, 2026 she exercised 387 Restricted Stock Rights, receiving 387 common shares at a stated price of $0 per share. Of these, 193 shares were disposed of at $701.12 per share to cover tax obligations, and 779 shares were sold in an open-market transaction at $702.56 per share under a Rule 10b5-1 trading plan adopted on February 28, 2025. After these transactions, she directly held 1,068.39 common shares.

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

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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).

X

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^*

Simpson Kathryn G

(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)
	Corp VP & General Counsel

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		387	A	$0	2,040.39	D
Common Stock	02/17/2026		F		193	D	$701.12	1,847.39	D
Common Stock	02/17/2026		S		779(1)	D	$702.56	1,068.39	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	(2)	02/17/2026		M			387	(2)	(3)	Common Stock	387	$0	5,168(4)	D

Explanation of Responses:

1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2025.

2. 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.

3. 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.

4. Total amount includes (i) 1,732 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (ii) 1,965 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iii) 1,471 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.
* 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).
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FAQ

What did Northrop Grumman (NOC) executive Kathryn G. Simpson report in this Form 4?

Kathryn G. Simpson reported exercising 387 Restricted Stock Rights into common shares, then disposing of some shares for tax withholding and selling 779 shares in the open market. These transactions changed her directly held Northrop Grumman common stock to 1,068.39 shares.

How many Northrop Grumman (NOC) shares did Kathryn G. Simpson sell in the open market?

She sold 779 Northrop Grumman common shares in an open-market transaction. The reported sale price was $702.56 per share. This sale was part of the transactions on February 17, 2026 and occurred under a pre-established Rule 10b5-1 trading plan.

Was the Northrop Grumman (NOC) insider sale made under a Rule 10b5-1 trading plan?

Yes. The Form 4 states the 779-share sale was effected under a Rule 10b5-1 trading plan. The plan was adopted by Kathryn G. Simpson on February 28, 2025, providing a prearranged framework for executing the sale on February 17, 2026.

How many Restricted Stock Rights did the Northrop Grumman (NOC) executive exercise?

Kathryn G. Simpson exercised 387 Restricted Stock Rights on February 17, 2026. Each Restricted Stock Right represented a contingent right to receive one share of Northrop Grumman common stock or, at the issuer’s election, cash or a combination of cash and stock.

What is Kathryn G. Simpson’s Northrop Grumman (NOC) share ownership after these transactions?

Following the reported February 17, 2026 transactions, Kathryn G. Simpson directly held 1,068.39 Northrop Grumman common shares. This figure reflects the exercise of Restricted Stock Rights, the tax-withholding share disposition, and the 779-share open-market sale disclosed in the Form 4.

What tax-related share disposition did the Northrop Grumman (NOC) insider report?

She reported a tax-withholding disposition of 193 common shares coded as an F transaction. These shares were delivered at $701.12 per share to satisfy tax obligations related to the equity award exercise, separate from the 779-share open-market sale.