ROEDER ROSHAN S 4
4 · NORTHROP GRUMMAN CORP /DE/ · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Northrop Grumman (NOC) CVP Roshan S. Roeder Exercises Awards, Surrenders Shares
What Happened
- Roshan S. Roeder, CVP & President, Mission Systems at Northrop Grumman (NOC), had multiple compensation-related transactions on 2026-02-11. He settled performance awards into 6,476.48 shares (derivative conversion) and surrendered 2,968 shares to cover taxes, valued at $678.83 per share for a total withholding of $2,014,767. The filing also reports new award grants: 5,786.48 Restricted Performance Stock Rights (RPSRs) and 1,701 Restricted Stock Rights (RSRs) (both derivative awards, zero share price reported).
Key Details
- Transaction date: February 11, 2026; Form filed February 13, 2026 (timely filing).
- Tax withholding: 2,968 shares surrendered at $678.83/share = $2,014,767 (code F = payment of exercise price or tax liability).
- Conversions/settlements: 6,476.48 shares issued on settlement (code M = exercise/conversion of derivatives).
- New awards: 5,786.48 RPSRs (performance-based) and 1,701 RSRs (time-based) granted (code A = award/grant).
- Reported outstanding derivative holdings (per footnotes): total RPSRs ~20,650.48 and total RSRs ~8,530 (these are contingent/vesting schedule-based, not immediately tradeable shares).
- Footnotes: RPSRs vest based on performance metrics (measurement periods vary); certain RSRs vest on 2/12/2029. The surrendered shares were used to satisfy tax withholding — a routine, non‑market sale.
Context
- This was largely an award settlement and new award grant, not an open-market purchase or discretionary sale. The surrender of shares to cover taxes is common with equity settlements (similar to a cashless exercise) and does not necessarily indicate insider sentiment about the stock.
- RPSRs are contingent on performance (may convert to shares or cash depending on committee election); RSRs are time‑based restricted rights that vest in the future.
Insider Transaction Report
Form 4
ROEDER ROSHAN S
CVP & Pres. Mission Systems
Transactions
- Exercise/Conversion
Common Stock
2026-02-11+6,476.48→ 6,880.39 total - Tax Payment
Common Stock
2026-02-11$678.83/sh−2,968$2,014,767→ 3,912.39 total - Award
Restricted Performance Stock Rights
[F2][F3][F4]2026-02-11+5,786.48→ 20,650.48 total→ Common Stock (5,786.48 underlying) - Award
Restricted Stock Rights
[F5][F6][F7]2026-02-11+1,701→ 8,530 total→ Common Stock (1,701 underlying) - Exercise/Conversion
Restricted Performance Stock Rights
[F2][F8]2026-02-11−6,476.48→ 14,174 total→ Common Stock (6,476.48 underlying)
Holdings
- 115.511(indirect: Held in Northrop Grumman Savings Plan)
Common Stock
[F1]
Footnotes (8)
- [F1]Held in the Northrop Grumman Savings Plan (the "Plan"), a qualified defined contribution plan, as of February 11, 2026. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.
- [F2]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).
- [F3]The RPSRs acquired include (i) 2,100.48 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) 3,686 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 6,476.48 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 4,376 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.
- [F4]Total amount includes (i) 6,476.48 vested RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ended on 12/31/25; (ii) 5,133 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iii) 5,355 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iv) 3,686 RPSRs granted under the 2024 LTISP on 2/11/26 with a measurement period ending on 12/31/28.
- [F5]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.
- [F6]The RSRs were granted under the 2024 LTISP on 2/11/26 and will vest on 2/12/29.
- [F7]Total amount includes (i) 2,017 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (ii) 2,356 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iii) 2,456 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iv) 1,701 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29.
- [F8]Total amount includes (i) 5,133 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (ii) 5,355 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iii) 3,686 RPSRs granted under the 2024 LTISP on 2/11/26 with a measurement period ending 12/31/28.
Signature
/s/ Jennifer C. McGarey, Attorney-in-Fact|2026-02-13