ROEDER ROSHAN S 4

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.