Simpson Kathryn G 4

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.