Warden Kathy J 4
4 · NORTHROP GRUMMAN CORP /DE/ · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Northrop Grumman (NOC) CEO Kathy J. Warden Exercises Awards, Sells Shares
What Happened
- Kathy J. Warden, Chair, CEO & President of Northrop Grumman (NOC), had 34,546.16 vested restricted performance stock rights (RPSRs) settle on 2026-02-11 and received those shares. To cover tax withholding, 15,371 shares were disposed at $678.83/share, generating $10,434,296. Additional awards were granted the same date: 28,785.16 RPSR-equivalents and 8,113 restricted stock rights (RSRs) (both reported as derivative awards).
Key Details
- Transaction date: 2026-02-11; Form 4 filed 2026-02-13 (appears timely).
- Sale/withholding: 15,371 shares disposed at $678.83 per share = $10,434,296 (code F: tax withholding/payment).
- Settlement/exercise entries: 34,546.16 RPSRs converted/settled into shares (code M/A).
- New awards: 28,785.16 RPSR-equivalents (performance-based) and 8,113 RSRs (time‑based) granted 2/11/26.
- Shares owned after the transaction: not specified in the provided filing summary.
- Footnotes: RPSRs (F1–F3, F7) are contingent performance rights that can settle for stock or cash; the reported 34,546.16 includes vested RPSRs from prior grants and new/unvested awards with varying measurement periods. RSRs (F4–F6) are restricted stock rights with multi‑year vesting schedules.
Context
- This was effectively a settlement of performance awards with a portion of shares sold/withheld to meet tax obligations (common practice for executives). The filing shows awards granted and unvested performance rights with future measurement/vesting periods — not an open‑market purchase or an expression of a buy/sell view by the insider.
- Transaction codes: M = exercise/conversion of derivative, F = payment of exercise price/tax liability, A = grant/award.
Insider Transaction Report
Form 4
Warden Kathy J
DirectorChair, CEO and President
Transactions
- Exercise/Conversion
Common Stock
2026-02-11+34,546.16→ 206,148.56 total - Tax Payment
Common Stock
2026-02-11$678.83/sh−15,371$10,434,296→ 190,777.56 total - Award
Restricted Performance Stock Rights
[F1][F2][F3]2026-02-11+28,785.16→ 102,064.16 total→ Common Stock (28,785.16 underlying) - Award
Restricted Stock Rights
[F4][F5][F6]2026-02-11+8,113→ 41,780 total→ Common Stock (8,113 underlying) - Exercise/Conversion
Restricted Performance Stock Rights
[F1][F7]2026-02-11−34,546.16→ 67,518 total→ Common Stock (34,546.16 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) 11,204.16 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) 17,581 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 34,546.16 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 23,342 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.
- [F3]Total amount includes (i) 34,546.16 vested RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ended on 12/31/25; (ii) 24,309 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iii) 25,628 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iv) 17,581 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) 10,760 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (ii) 11,155 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iii) 11,752 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iv) 8,113 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29.
- [F7]Total amount includes (i) 24,309 RPSRs granted under the 2011 LTISP on 2/16/24 with a measurement period ending on 12/31/26; (ii) 25,628 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iii) 17,581 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