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NORTHROP GRUMMAN CORP /DE/·4

Feb 13, 4:14 PM ET

Fleming Robert J. 4

Research Summary

AI-generated summary

Updated

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.