Are the Northrop Grumman CFO’s new awards open-market share purchases?

No, the awards are not open-market purchases. They are grants of Restricted Performance Stock Rights and Restricted Stock Rights at a price of $0, issued as equity-based compensation rather than shares bought on the open market.

Form 4: Greene John reports acquisition/exercise transactions in NOC

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Greene John reported acquisition or exercise transactions in a Form 4 filing for NOC. The filing lists transactions totaling 10,343 shares. Following the reported transactions, holdings were 4,981 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Greene John

Role CVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Performance Stock Rights	4,981	$0.00	--
Grant/Award	Restricted Stock Rights	5,362	$0.00	--

Holdings After Transaction: Restricted Performance Stock Rights — 4,981 shares (Direct); Restricted Stock Rights — 5,362 shares (Direct)

Footnotes (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). The RPSRs acquired include 4,981 unvested RPSRs granted under the 2024 Long-Term Incentive Stock Plan ("2024 LTISP) on 2/11/26 with a measurement period ending on 12/31/28. 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. The RSRs were granted under the 2024 LTISP on 2/11/26 and will vest on 2/12/29. Total amount includes (i) 2,298 RSRs granted under the 2024 LTISP on 2/11/26 that will vest on 2/12/29; (ii) 1,532 RSRs granted under the 2024 LTISP on 2/11/26 that will vest on 2/11/27; and (iii) 1,532 RSRs granted under the 2024 LTISP on 2/11/26 that will vest on 2/11/28.

Form 4 Insider Transactions: What Each Field Means →

02/13/2026 - 04:15 PM

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^*

Greene John

(Last)

(First)

(Middle)

2980 FAIRVIEW PARK DRIVE

(Street)

FALLS CHURCH

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 & Chief Financial Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Performance Stock Rights	⁽¹⁾	02/11/2026		A		4,981⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	4,981	$0	4,981⁽²⁾	D
Restricted Stock Rights	⁽³⁾	02/11/2026		A		5,362		⁽³⁾	⁽⁴⁾	Common Stock	5,362	$0	5,362⁽⁵⁾	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 4,981 unvested RPSRs granted under the 2024 Long-Term Incentive Stock Plan ("2024 LTISP) on 2/11/26 with a measurement period ending on 12/31/28.

3. 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.

4. The RSRs were granted under the 2024 LTISP on 2/11/26 and will vest on 2/12/29.

5. Total amount includes (i) 2,298 RSRs granted under the 2024 LTISP on 2/11/26 that will vest on 2/12/29; (ii) 1,532 RSRs granted under the 2024 LTISP on 2/11/26 that will vest on 2/11/27; and (iii) 1,532 RSRs granted under the 2024 LTISP on 2/11/26 that will vest on 2/11/28.

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.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Northrop Grumman (NOC) disclose in this Form 4 filing?

Northrop Grumman disclosed that CVP & Chief Financial Officer John Greene received new equity-based awards. These include Restricted Performance Stock Rights and Restricted Stock Rights granted under the 2024 Long-Term Incentive Stock Plan as part of his compensation package.

How many Restricted Performance Stock Rights did Northrop Grumman CFO John Greene receive?

John Greene received 4,981 Restricted Performance Stock Rights. Each right can deliver one share of Northrop Grumman common stock, or cash, if specified performance metrics are achieved during the measurement period ending 12/31/28 under the 2024 LTISP.

What Restricted Stock Rights were granted to Northrop Grumman (NOC) CFO John Greene?

John Greene was granted 5,362 Restricted Stock Rights. Each right represents a potential share of common stock, or cash equivalent, and these RSRs were granted under the 2024 Long-Term Incentive Stock Plan with vesting scheduled for 02/12/29.

What plan governs the equity awards reported for Northrop Grumman CFO John Greene?

All the reported awards were granted under Northrop Grumman’s 2024 Long-Term Incentive Stock Plan. This plan provides for grants of performance-based and time-based stock rights that can settle in common shares, cash, or a combination, at the company’s election.

When do John Greene’s reported Northrop Grumman equity awards vest?

The 4,981 Restricted Performance Stock Rights vest based on performance over a period ending 12/31/28. The 5,362 Restricted Stock Rights granted on 02/11/26 are scheduled to vest on 02/12/29, subject to the plan’s terms and conditions.