Davies Benjamin R. 4

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.