Simpson Kathryn G 4
4 · NORTHROP GRUMMAN CORP /DE/ · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Northrop Grumman (NOC) GC Kathryn Simpson Sells Shares
What Happened Kathryn G. Simpson, Corporate Vice President & General Counsel of Northrop Grumman (NOC), had restricted stock rights vest on Feb 17, 2026 and completed related transactions the same day. The filing shows conversion/issuance of 387 shares (derivative conversion), 193 shares were withheld/surrendered to cover tax liability at $701.12 each (value $135,316), and 779 shares were sold in an open-market transaction at $702.56 each for proceeds of $547,294. The transactions include the derivative conversion/cancellation of restricted stock rights tied to the vesting.
Key Details
- Transaction date: 2026-02-17; Form 4 filed 2026-02-19 (timely).
- Open-market sale: 779 shares @ $702.56 = $547,294 (code S).
- Tax withholding/payment: 193 shares @ $701.12 = $135,316 (code F).
- Exercise/conversion entries: 387 shares shown as converted/issued (code M) and corresponding derivative disposition entry.
- Sale was effected under a pre-arranged Rule 10b5-1 trading plan adopted Feb 28, 2025 (footnote F1).
- RSRs explained: Restricted Stock Rights (RSRs) represent contingent rights to receive common shares or cash (footnote F2).
- Filing does not state total common shares held after the transactions in the provided extract; footnote F4 lists additional unvested RSRs totaling 5,168 (1,732; 1,965; 1,471) with future vesting dates.
Context
- This was not a purchase—it's a routine sell/withholding related to vesting and tax obligations. The presence of a Rule 10b5-1 plan indicates the sales were pre-arranged rather than ad-hoc. The conversion of RSRs and immediate withholding/sale is effectively a cashless settlement of vested awards rather than an out-of-pocket purchase.
Insider Transaction Report
Form 4
Simpson Kathryn G
Corp VP & General Counsel
Transactions
- Exercise/Conversion
Common Stock
2026-02-17+387→ 2,040.39 total - Tax Payment
Common Stock
2026-02-17$701.12/sh−193$135,316→ 1,847.39 total - Sale
Common Stock
[F1]2026-02-17$702.56/sh−779$547,294→ 1,068.39 total - Exercise/Conversion
Restricted Stock Rights
[F2][F3][F4]2026-02-17−387→ 5,168 total→ Common Stock (387 underlying)
Footnotes (4)
- [F1]This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2025.
- [F2]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.
- [F3]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.
- [F4]Total amount includes (i) 1,732 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (ii) 1,965 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iii) 1,471 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