Jones Thomas H 4

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.