ROEDER ROSHAN S 4

4 · NORTHROP GRUMMAN CORP /DE/ · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

Northrop Grumman (NOC) CVP Roeder Exercises Awards, Sells Shares

What Happened

Roshan S. Roeder, CVP & President, Mission Systems at Northrop Grumman, had 2,017 Restricted Stock Rights (RSRs) vest and convert to common shares on 2026-02-17. Of those shares, 992 were surrendered to satisfy tax withholding (valued at $701.12 each, $695,511) and 318 were sold in an open‑market transaction (at $702.56 each, $223,414). The filing also reports the conversion/extinguishment of the 2,017 RSRs (reported as a derivative transaction).
This was essentially a vesting event with partial disposition to meet tax obligations and a small open‑market sale; not a traditional cash purchase (not a bullish buy).

Key Details

Transaction date: February 17, 2026.
Vesting / conversion: 2,017 RSRs converted to shares (reported at $0.00 acquisition price; RSRs vested under the 2011 LTISP grant dated 2/16/23).
Tax withholding: 992 shares surrendered at $701.12 → $695,511 (tax withholding/disposition, code F).
Open‑market sale: 318 shares at $702.56 → $223,414 (sale under a Rule 10b5‑1 plan adopted Oct 30, 2025; footnote F1).
Reported derivative extinguishment: 2,017 RSRs reported disposed as derivative units (reported value $0.00).
Shares owned after transaction: not specified in the provided lines of this filing.
Notable footnotes: F1 (10b5‑1 plan for the open‑market sale); F3–F5 (description and provenance of RSRs, including remaining unvested RSRs: 2,356; 2,456; 1,701 per F5); F2 (some holdings are in the company savings plan and reported via unit accounting).
Filing timeliness: no late‑filing indication provided in the supplied data.

Context

This is a common pattern when restricted stock or similar awards vest: some shares are used to satisfy tax withholding and some are sold immediately. That means the insider received shares (an award) but did not materially increase personal share ownership via an open‑market purchase.
RSRs are contingent rights to receive shares (or cash) when they vest; here they converted to shares on vesting and were then partly withheld/sold. The open‑market sale was executed under a pre‑arranged 10b5‑1 plan.

Form 4

Period: 2026-02-17

CVP & Pres. Mission Systems

Transactions

Exercise/Conversion
Common Stock
2026-02-17+2,017→ 5,929.39 total
Tax Payment
Common Stock
2026-02-17$701.12/sh−992$695,511→ 4,937.39 total
Sale
Common Stock
[F1]
2026-02-17$702.56/sh−318$223,414→ 4,619.39 total
Exercise/Conversion
Restricted Stock Rights
[F3][F4][F5]
2026-02-17−2,017→ 6,513 total
→ Common Stock (2,017 underlying)

Holdings

Footnotes (5)

[F1]This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 30, 2025.
[F2]Held in the Northrop Grumman Savings Plan (the "Plan"), a qualified defined contribution plan, as of February 17, 2026. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.
[F3]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.
[F4]Shares issued upon vesting of RSRs granted under the 2011 Long-Term Incentive Stock Plan ("2011 LTISP") on 2/16/23 that vested on 2/17/26.
[F5]Total amount includes (i) 2,356 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (ii) 2,456 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iii) 1,701 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29.

Signature

/s/ Jennifer C. McGarey, Attorney-in-Fact|2026-02-19

1 file