Jones Thomas H 4
4 · NORTHROP GRUMMAN CORP /DE/ · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Northrop Grumman CVP Thomas H. Jones Sells 3,059 Shares to Cover Taxes
What Happened
- Thomas H. Jones, Corporate Vice President & President, Aeronautics Systems (Northrop Grumman, NOC), had vested performance awards convert into 6,910.12 shares on 2026-02-11 and simultaneously (sell-to-cover) surrendered 3,059 shares at $678.83/share to satisfy tax withholding, generating $2,076,541. On the same date he was also granted additional equity awards: 5,927.12 Restricted Performance Stock Rights (RPSRs) and 1,701 Restricted Stock Rights (RSRs) (both recorded at $0.00 per share as awards/derivatives).
Key Details
- Transaction date: 2026-02-11; Form 4 filed 2026-02-13 (timely).
- Sale/withholding: 3,059 shares disposed at $678.83 each = $2,076,541 (code F: payment of exercise price/tax liability).
- Conversion/exercise: 6,910.12 shares acquired/converted (code M) relating to vested RPSRs; those same shares are reflected in the filing.
- Grants: 5,927.12 RPSRs and 1,701 RSRs granted (code A); RSRs vest 2/12/2029 per footnote.
- Shares owned after transaction: not specified in the filing.
- Footnotes: RPSRs are contingent performance awards that settle to shares or cash (issuer election). The 6,910.12 shares include settlement of vested RPSRs tied to the measurement period ending 12/31/2025; some RPSRs reported are unvested with future measurement/vesting periods (see filing footnotes).
Context
- This was effectively a sell-to-cover (withholding) following settlement of vested performance awards — a routine tax-related disposition rather than an open-market sell for investment reasons. RPSRs/RSRs can settle in stock or cash and some newly granted awards remain subject to future vesting/performance periods. The filing appears timely and does not indicate a 10% owner or a pre-arranged trading plan.
Insider Transaction Report
Form 4
Jones Thomas H
CVP & Pres Aeronautics Systems
Transactions
- Exercise/Conversion
Common Stock
2026-02-11+6,910.12→ 13,116.715 total - Tax Payment
Common Stock
2026-02-11$678.83/sh−3,059$2,076,541→ 10,057.715 total - Award
Restricted Performance Stock Rights
[F1][F2][F3]2026-02-11+5,927.12→ 21,084.12 total→ Common Stock (5,927.12 underlying) - Award
Restricted Stock Rights
[F4][F5][F6]2026-02-11+1,701→ 8,665 total→ Common Stock (1,701 underlying) - Exercise/Conversion
Restricted Performance Stock Rights
[F1][F7]2026-02-11−6,910.12→ 14,174 total→ Common Stock (6,910.12 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) 2,241.12 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) 3,686 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 6,910.12 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 4,669 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.
- [F3]Total amount includes (i) 6,910.12 vested RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ended on 12/31/25; (ii) 5,133 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iii) 5,355 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iv) 3,686 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) 2,152 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (ii) 2,356 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iii) 2,456 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iv) 1,701 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29.
- [F7]Total amount includes (i) 5,133 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (ii) 5,355 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iii) 3,686 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