Hardesty Michael A 4

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.