Hardesty Michael A 4
4 · NORTHROP GRUMMAN CORP /DE/ · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Northrop Grumman (NOC) VP Michael Hardesty Exercises Awards, Sells 566 Shares
What Happened
- Michael A. Hardesty, Corporate Vice President, Controller & Chief Accounting Officer of Northrop Grumman (NOC), had 1,727.16 vested restricted performance stock rights (RPSRs) settle into shares on 2026-02-11 and received additional restricted awards. To satisfy tax withholding, 566 shares were disposed (sold) at $678.83 each for proceeds of $384,218. The filing also reports new restricted awards (derivative grants) totaling 1,761.16 shares (1,382.16 and 379) granted the same day at $0.00 (awards/derivatives).
Key Details
- Transaction date: 2026-02-11; Form 4 filed 2026-02-13 (timely).
- Main entries: M = exercise/conversion of derivative (1,727.16 shares settled); F = tax withholding (566 shares sold @ $678.83 = $384,218); A = grant/award of restricted rights (1,382.16 and 379 shares).
- Shares owned after transaction: not specified in the provided filing details.
- Notable footnotes: RPSRs are performance-based rights that convert to shares (or cash) if performance metrics are met; some grants are time-vesting RSRs that vest in 2029 and some RPSRs have future measurement periods through 12/31/28. The 566-share disposition was to cover tax liability (withholding/sale), not an open-market discretionary sale.
Context
- This was largely a settlement of performance-based restricted stock rights and concurrent issuance of new restricted awards, with a routine tax-withholding sale (F code) of 566 shares — common after vesting/settlement. Derivative/award entries (A and M codes) indicate grants and settlement of restricted rights rather than an outright market purchase or voluntary sale by the insider.
Insider Transaction Report
Form 4
Hardesty Michael A
Corp VP, Controller & CAO
Transactions
- Exercise/Conversion
Common Stock
2026-02-11+1,727.16→ 4,442.81 total - Tax Payment
Common Stock
2026-02-11$678.83/sh−566$384,218→ 3,876.81 total - Award
Restricted Performance Stock Rights
[F1][F2][F3]2026-02-11+1,382.16→ 4,982.16 total→ Common Stock (1,382.16 underlying) - Award
Restricted Stock Rights
[F4][F5][F6]2026-02-11+379→ 2,032 total→ Common Stock (379 underlying) - Exercise/Conversion
Restricted Performance Stock Rights
[F1][F7]2026-02-11−1,727.16→ 3,255 total→ Common Stock (1,727.16 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) 560.16 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) 822 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 1,727.16 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 1,167 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.
- [F3]Total amount includes (i) 1,727.16 vested RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ended on 12/31/25; (ii) 1,208 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iii) 1,225 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iv) 822 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) 538 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (ii) 554 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iii) 561 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iv) 379 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29.
- [F7]Total amount includes (i) 1,208 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (ii) 1,225 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iii) 822 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