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NORTHROP GRUMMAN CORP /DE/ Director's Dealing 2026

Feb 13, 2026

29899_dirs_2026-02-13_cca3d5ef-d85a-4bdd-8409-96041cf70735.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2026-02-11

Reporting Person: Simpson Kathryn G (Corp VP & General Counsel)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2026-02-11 Common Stock M 1334.96 Acquired 2114.39 Direct
2026-02-11 Common Stock F 461 $678.83 Disposed 1653.39 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2026-02-11 Restricted Performance Stock Rights $ A 3619.96 Acquired Common Stock (3619.96) Direct
2026-02-11 Restricted Stock Rights $ A 1471 Acquired Common Stock (1471) Direct
2026-02-11 Restricted Performance Stock Rights $ M 1334.96 Disposed Common Stock (1334.96) Direct

Footnotes

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).

F2: 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.

F3: 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.

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.

F5: The RSRs were granted under the 2024 LTISP on 2/11/26 and will vest on 2/12/29.

F6: 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.

F7: 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.