Hardesty Michael A 4

What Happened
Michael A. Hardesty, Corporate Vice President, Controller & CAO of Northrop Grumman (NOC), had 538 restricted stock rights (RSRs) vest on 2026-02-17 and converted those RSRs into common shares. To cover tax withholding, 243 of the shares were surrendered/withheld (reported as disposed) for about $701.12 each, totaling $170,372. In a separate open-market transaction the same day he sold 715.94 shares at $700.63 per share for proceeds of $501,609. (The filings also show the RSR conversion entries.)

Key Details

• Transaction date: 2026-02-17; Form 4 filed: 2026-02-19 (timely).
• Vesting/exercise: 538 RSRs converted to shares (exercise/conversion reported at $0.00).
• Tax withholding: 243 shares withheld at $701.12 each — $170,372 reported.
• Open-market sale: 715.94 shares sold at $700.63 each — $501,609 proceeds.
• Footnotes: F1 explains RSRs are contingent rights to receive shares or cash; F2 confirms these 538 shares vested from a 2/16/2023 grant that vested 2/17/2026; F3 lists remaining unvested RSRs (554, 561 and 379 in future grants).
• Shares owned after the transactions are not explicitly stated in the summary data provided; footnotes indicate remaining unvested RSRs totaling 1,494 across various grants.

Context
RSRs are equity awards that convert to shares upon vesting. This sequence — vesting of RSRs, withholding of a portion to cover taxes, and selling shares in the open market — is a common, routine way executives monetize vested awards or cover tax obligations and does not by itself indicate the insider’s view of the company. Purchases are generally more indicative of bullish insider sentiment; this filing documents compensation vesting and subsequent share disposition.