Northrop Grumman (NOC) top counsel granted stock awards and exercises performance rights

Rhea-AI Filing Summary

Northrop Grumman’s corporate vice president and general counsel Kathryn G. Simpson received new stock-based compensation and settled prior awards. On February 11, 2026, she acquired 3,619.96 Restricted Performance Stock Rights (RPSRs) and 1,471 Restricted Stock Rights (RSRs), both granted at an exercise price of $0 under long‑term incentive plans.

She exercised 1,334.96 RPSRs, receiving the same number of common shares at $0, then had 461 shares withheld at $678.83 per share to cover tax obligations, leaving 1,653.39 common shares owned directly. Following these transactions, she directly holds 12,579.96 RPSRs and 5,555 RSRs, which may convert into common stock if performance and time‑based vesting conditions are met.

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^*

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)
02/11/2026

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		1,334.96	A	$0	2,114.39	D
Common Stock	02/11/2026		F		461	D	$678.83	1,653.39	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 Performance Stock Rights	(1)	02/11/2026		A		3,619.96(2)		(1)	(1)	Common Stock	3,619.96	$0	12,579.96(3)	D
Restricted Stock Rights	(4)	02/11/2026		A		1,471		(4)	(5)	Common Stock	1,471	$0	5,555(6)	D
Restricted Performance Stock Rights	(1)	02/11/2026		M			1,334.96	(1)	(1)	Common Stock	1,334.96	$0	11,245(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) 432.96 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) 3,187 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 1,334.96 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 902 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.

3. Total amount includes (i) 1,334.96 vested RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ended on 12/31/25; (ii) 3,774 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iii) 4,284 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iv) 3,187 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) 387 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (ii) 1,732 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iii) 1,965 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iv) 1,471 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29.

7. Total amount includes (i) 3,774 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (ii) 4,284 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iii) 3,187 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
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 Kathryn G. Simpson?

Northrop Grumman (NOC) reported that Kathryn G. Simpson received new equity awards, exercised performance stock rights, and had shares withheld for taxes. She acquired restricted performance and restricted stock rights and converted some performance rights into common shares on February 11, 2026.

How many Restricted Performance Stock Rights did NOC’s Kathryn Simpson acquire in this Form 4?

Kathryn Simpson acquired 3,619.96 Restricted Performance Stock Rights (RPSRs) at an exercise price of $0. These awards consist of vested and unvested RPSRs tied to performance periods ending between 2025 and 2028 under Northrop Grumman’s long-term incentive stock plans.

What Restricted Stock Rights were granted to Kathryn Simpson of Northrop Grumman (NOC)?

Kathryn Simpson received 1,471 Restricted Stock Rights (RSRs) at an exercise price of $0. These RSRs were granted under Northrop Grumman’s 2024 Long-Term Incentive Stock Plan and are scheduled to vest on February 12, 2029, subject to continued service conditions.

How many Northrop Grumman (NOC) common shares did Kathryn Simpson receive and retain?

Kathryn Simpson received 1,334.96 Northrop Grumman common shares through the exercise of performance stock rights. Of these, 461 shares were withheld at $678.83 per share for taxes, leaving her with direct ownership of 1,653.39 common shares after the reported transactions.

What equity award balances does Kathryn Simpson hold after this NOC Form 4 filing?

After the reported transactions, Kathryn Simpson holds 12,579.96 Restricted Performance Stock Rights and 5,555 Restricted Stock Rights directly. These awards may convert into Northrop Grumman common stock over time, depending on satisfaction of performance metrics and vesting schedules.

Was the share disposition by Kathryn Simpson an open-market sale of NOC stock?

The disposition was not an open-market sale. The Form 4 shows 461 Northrop Grumman shares were withheld at $678.83 per share (code F) to satisfy tax obligations related to equity awards, rather than being sold in a discretionary market transaction.