Simpson Kathryn G 4

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.