Davies Benjamin R. 4
4 · NORTHROP GRUMMAN CORP /DE/ · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Northrop Grumman (NOC) CVP Benjamin Davies Exercises Awards, Sells 1,214 Shares
What Happened
- Benjamin R. Davies, CVP & President, Defense Systems at Northrop Grumman (NOC), had vested performance awards settle and received additional awards on Feb 11, 2026. The settlement resulted in 3,158.32 shares being issued from vested Restricted Performance Stock Rights (RPSRs). To cover tax withholding, 1,214 shares were surrendered/sold at $678.83 per share for a total of $824,100. The Form 4 also reports new award entries (derivative awards/RSRs) shown as acquisitions (unvested and subject to vesting/performance conditions).
Key Details
- Transaction date: Feb 11, 2026; Form 4 filed Feb 13, 2026 (timely).
- Shares issued from settled RPSRs: 3,158.32 (acquired via conversion/exercise of derivative awards).
- Shares withheld/sold for taxes: 1,214 shares at $678.83 each = $824,100 (code F: tax payment/withholding).
- New awards reported as acquisitions (derivative): 4,710.32 and 1,701 RSR/RPSR units (unvested, subject to performance/time vesting per footnotes).
- Footnotes: RPSRs are contingent performance-based rights that may settle in stock or cash; some RPSRs that vested related to measurement periods ending 12/31/25; RSRs granted 2/11/26 vest on 2/12/29. Some holdings are in the Northrop Grumman Savings Plan and use unit accounting (may show unit changes without a cash transaction).
- Filing timeliness: Reported within SEC Form 4 deadline (no late filing indicated).
Context
- This was a routine settlement of vested performance awards with a common "sell-to-cover" (tax withholding) — not an open-market directional purchase or sale intended as an investment signal. RPSRs are performance-contingent awards; newly reported RPSRs/RSRs are mostly unvested and subject to future performance or time-based vesting. The sale recorded (F) reflects withholding for taxes rather than a discretionary cash sale by the insider.
Insider Transaction Report
Form 4
Davies Benjamin R.
CVP & Pres. Defense Systems
Transactions
- Exercise/Conversion
Common Stock
2026-02-11+3,158.32→ 3,403.04 total - Tax Payment
Common Stock
2026-02-11$678.83/sh−1,214$824,100→ 2,189.04 total - Award
Restricted Performance Stock Rights
[F2][F3][F4]2026-02-11+4,710.32→ 15,950.32 total→ Common Stock (4,710.32 underlying) - Award
Restricted Stock Rights
[F5][F6][F7]2026-02-11+1,701→ 6,718 total→ Common Stock (1,701 underlying) - Exercise/Conversion
Restricted Performance Stock Rights
[F2][F8]2026-02-11−3,158.32→ 12,792 total→ Common Stock (3,158.32 underlying)
Holdings
- 0.002(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) 306.72 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; (ii) 717.60 vested RPSRS with respect to the measurement period ended 12/31/25 acquired due to settlement of the RPSRs granted under the 2011 LTISP on 11/1/23 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 3,158.32 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 2,134 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.
- [F4]Total amount includes (i) 3,158.32 vested RPSRs granted under the 2011 LTISP on 2/16/23 and on 11/1/23 with a measurement period ended on 12/31/25; (ii) 2,352 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iii) 1,399 RPSRs granted under the 2011 LTISP on 7/31/24 with a measurement period ending on 12/31/26; (iv) 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) 274 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (ii) 641 RSRs granted under the 2011 LTISP on 11/1/23 that will vest on 11/2/26; (iii) 1,008 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iv) 638 RSRs granted under the 2011 LTISP on 7/31/24 that will vest on 8/2/27; (v) 2,456 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (v) 1,701 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29.
- [F8]Total amount includes (i) 2,352 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (ii) 1,399 RPSRs granted under the 2011 LTISP on 7/31/24 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 12/31/27; (iv) and 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