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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.