Fleming Robert J. 4
4 · NORTHROP GRUMMAN CORP /DE/ · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Northrop Grumman (NOC) Robert J. Fleming Exercises Awards; Sells 300 Shares
What Happened
- Robert J. Fleming, CVP and President of Space Systems at Northrop Grumman (NOC), settled vested performance awards and received new restricted awards on 2026-02-11. He exercised/converted 913.16 vested Restricted Performance Stock Rights (RPSRs) into shares, received additional awarded RPSRs and Restricted Stock Rights (RSRs), and 300 shares were sold/withheld to satisfy tax withholding, generating $203,649 (300 shares × $678.83/share).
- Specific reported movements:
- Acquired 913.16 shares on exercise/conversion (M) (vested RPSRs settled).
- Sold/withheld 300 shares (F) at $678.83/share = $203,649 to cover tax obligations.
- Received/was granted 3,982.16 derivative RPSRs and 1,701 RSRs (both shown as acquisitions/awards at $0.00).
Key Details
- Transaction date: February 11, 2026 (Form 4 filed 2026-02-13 — appears timely).
- Sale/withholding price: $678.83 per share; total withholding value $203,649 for 300 shares.
- Awards/grants: new and previously-reported RPSRs and RSRs granted under the 2011 LTISP and 2024 LTISP (see footnotes).
- Shares owned after transaction: Form 4 does not state a consolidated total of common shares beneficially owned; filing details outstanding RPSRs and RSRs totaling approximately 15,087.16 RPSRs and 6,777 RSRs across prior and new grants (contingent/vesting schedules apply).
- Notable footnotes:
- RPSRs are contingent performance-based rights that settle into stock or cash if performance metrics are met (F1, F2).
- Several grants are unvested or have future measurement periods/vesting dates (e.g., RPSRs with measurement periods ending 12/31/26, 12/31/27, 12/31/28; RSR vesting through 2/12/29).
- The 300-share disposition is labeled F (tax withholding), a routine withholding sale following settlement — not an open-market sale decision.
Context
- This filing reflects a common pattern: vested performance awards settled into shares and a portion immediately withheld/sold to cover taxes (cashless-withholding). Such withholding transactions are routine and do not necessarily signal a personal view on the company.
- RPSRs and RSRs are derivative/award vehicles; many of the reported awards remain unvested or contingent on future performance periods, so they are not immediate free-trading shares.
Insider Transaction Report
Form 4
Fleming Robert J.
CVP and Pres. Space Systems
Transactions
- Exercise/Conversion
Common Stock
2026-02-11+913.16→ 2,740.03 total - Tax Payment
Common Stock
2026-02-11$678.83/sh−300$203,649→ 2,440.03 total - Award
Restricted Performance Stock Rights
[F1][F2][F3]2026-02-11+3,982.16→ 15,087.16 total→ Common Stock (3,982.16 underlying) - Award
Restricted Stock Rights
[F4][F5][F6]2026-02-11+1,701→ 6,777 total→ Common Stock (1,701 underlying) - Exercise/Conversion
Restricted Performance Stock Rights
[F1][F7]2026-02-11−913.16→ 14,174 total→ Common Stock (913.16 underlying)
Footnotes (7)
- [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) 296.16 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 2/18/25 with a measurement period ending on 12/31/27. A total of 913.16 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 617 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.
- [F3]Total amount includes (i) 913.16 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.
- [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) 264 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.
- [F7]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