Warden Kathy J 4

What Happened

• Kathy J. Warden, Chair, President & CEO of Northrop Grumman (NOC), had 10,760 restricted stock rights (RSRs) vest on 2026-02-17. Those RSRs converted into common shares and 4,857 shares were surrendered/withheld to satisfy tax withholding, generating proceeds of $3,405,340. Net shares delivered to her after withholding were 5,903.

Key Details

• Transaction date: 2026-02-17; Form 4 filed 2026-02-19 (timely within required period).
• Codes: M = exercise/conversion of derivative (RSR conversion to shares); F = shares withheld for tax liability.
• Vesting/conversion: 10,760 RSRs converted to common stock at $0.00 exercise price (these were contingent awards that vested).
• Tax withholding: 4,857 shares disposed (withheld) at an implied value of $701.12 per share, totaling $3,405,340.
• Net shares issued to insider: 5,903 shares.
• Footnotes: F1 explains an RSR is a contingent right to receive shares (or cash/combo at committee election). F2 confirms these RSRs were granted 2/16/2023 and vested 2/17/2026. F3 lists other outstanding RSRs that will vest in future: 11,155 (2/16/27), 11,752 (2/18/28) and 8,113 (2/12/29) — totaling 31,020 future RSRs.
• Filing status: Timely (no late filing flag reported).

Context

• This was a routine vesting and conversion of restricted stock rights, not an open-market purchase or voluntary sale. The surrender/withholding of shares to cover taxes is a common "sell-to-cover" action and does not necessarily signal a change in insider sentiment. Transaction codes show the action was an RSR conversion (M) followed by tax withholding (F).