Warden Kathy J 4

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.