Simpson Kathryn G 4
4 · NORTHROP GRUMMAN CORP /DE/ · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Northrop Grumman GC Kathryn Simpson Exercises Awards; Sells 461 Shares
What Happened
- Kathryn G. Simpson, Corporate Vice President & General Counsel of Northrop Grumman (NOC), had several equity transactions on 2026-02-11. She received 1,334.96 shares issued in settlement of vested restricted performance stock rights (RPSRs), was granted additional derivative awards (3,619.96 RPSRs and 1,471 restricted stock rights (RSRs)), and surrendered/sold 461 shares to satisfy tax withholding.
- The 461 shares were disposed at $678.83 per share, generating proceeds of $312,941 that were used to satisfy Simpson’s tax liability (transaction code F). The awards and conversions were recorded at $0 exercise price (derivative grants/settlements).
Key Details
- Transaction date: 2026-02-11; Form 4 filed 2026-02-13 (filed timely).
- Sold/withheld for taxes: 461 shares at $678.83 / share = $312,941 (code F).
- Shares issued/settled: 1,334.96 shares from vested RPSRs (settlement of earlier awards).
- New awards: 3,619.96 RPSRs (includes 3,187 unvested RPSRs granted 2/11/26 with measurement period ending 12/31/28) and 1,471 RSRs (granted 2/11/26; vest 2/12/29).
- Footnote totals (per filing): RPSRs reported across grants total ~12,579.96; RSRs across grants total 5,555 (see footnotes for grant dates/measurement or vesting schedules).
- Codes explained: M = exercise/conversion of derivative right; A = grant/award; F = shares surrendered/paid to cover taxes. This sale was for tax withholding, not an open-market investment sale.
Context
- RPSRs are performance-based rights that convert to shares (or cash) if performance metrics are met; RSRs are time- or service-based restricted stock rights. The filing shows a mix of settled (vested) performance rights and new unvested awards with future measurement/vesting dates.
- The 461-share disposal was to satisfy tax obligations (a common “sell-to-cover” practice) and does not necessarily indicate a decision to liquidate a position for investment reasons.
Insider Transaction Report
Form 4
Simpson Kathryn G
Corp VP & General Counsel
Transactions
- Exercise/Conversion
Common Stock
2026-02-11+1,334.96→ 2,114.39 total - Tax Payment
Common Stock
2026-02-11$678.83/sh−461$312,941→ 1,653.39 total - Award
Restricted Performance Stock Rights
[F1][F2][F3]2026-02-11+3,619.96→ 12,579.96 total→ Common Stock (3,619.96 underlying) - Award
Restricted Stock Rights
[F4][F5][F6]2026-02-11+1,471→ 5,555 total→ Common Stock (1,471 underlying) - Exercise/Conversion
Restricted Performance Stock Rights
[F1][F7]2026-02-11−1,334.96→ 11,245 total→ Common Stock (1,334.96 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) 432.96 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) 3,187 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 1,334.96 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 902 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.
- [F3]Total amount includes (i) 1,334.96 vested RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ended on 12/31/25; (ii) 3,774 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iii) 4,284 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iv) 3,187 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) 387 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (ii) 1,732 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iii) 1,965 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iv) 1,471 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29.
- [F7]Total amount includes (i) 3,774 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (ii) 4,284 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iii) 3,187 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