Jones Thomas H 4

What Happened

• Thomas H. Jones, CVP & President, Aeronautics Systems at Northrop Grumman (NOC), had 2,152 Restricted Stock Rights (RSRs) vest on 2026-02-17. The RSRs converted to common shares at no exercise price. To satisfy tax withholding, 1,005 shares were surrendered/disposed at a reported value of $701.12 per share for a total of $704,626. Net of withholding, Jones received 1,147 shares (2,152 acquired minus 1,005 withheld).

Key Details

• Transaction date: 2026-02-17; Form 4 filed: 2026-02-19 (timely).
• Conversion: 2,152 RSRs converted to common shares (reported at $0.00 exercise price).
• Tax withholding: 1,005 shares withheld/disposed at $701.12 per share = $704,626 (transaction code F).
• Net shares retained from this vesting: 1,147 shares (2,152 acquired − 1,005 withheld).
• Filing did not state total shares beneficially owned after the transaction in the provided summary.
• Footnotes: F1 — RSRs are contingent rights to receive shares or, at the committee’s election, cash or cash/stock mix. F2 — These RSRs were granted 2/16/2023 and vested 2/17/2026. F3 — The filing lists additional outstanding RSRs that will vest in future years (totaling 6,513 RSRs across grants).

Context

• This was a routine vesting of restricted stock rights with shares withheld to cover tax obligations (code F). That differs from an open‑market sale or a purchase; withholding to pay taxes is a common administrative disposition and not itself a market sentiment signal. The M code reflects conversion/exercise of derivative RSRs into underlying shares.