Fleming Robert J. 4

4 · NORTHROP GRUMMAN CORP /DE/ · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

Northrop Grumman (NOC) CVP Robert J. Fleming Exercises and Sells Shares

What Happened

Robert J. Fleming, Corporate Vice President and President, Space Systems at Northrop Grumman, had restricted stock rights (RSRs) vest on Feb 17, 2026. The filing shows conversion/exercise of 264 RSRs into common shares (acquired at $0.00) and withholding of 85 shares to satisfy tax obligations (disposed) at an implied value of $701.12 per share, totaling $59,595. The transaction is a routine vesting/settlement of compensation, not an open-market purchase or opportunistic sale.

Key Details

Transaction date: 2026-02-17; Form 4 filed: 2026-02-19 (timely — within the two-business-day filing window).
Converted/acquired: 264 shares via exercise/conversion of RSRs at $0.00 per share.
Shares withheld for taxes: 85 shares at $701.12 each = $59,595 (reported as “F” — tax withholding).
Filing also reports the derivative conversion/disposition related to the RSRs (M-code lines).
Shares owned after the transaction: not specified in the supplied excerpt of the filing.
Footnotes of note:
- F1: Each RSR is a contingent right to receive an equivalent number of common shares (or cash/combination at the committee’s election).
- F2: These 264 shares came from RSRs granted 2/16/2023 that vested 2/17/2026.
- F3: Fleming still has unvested RSRs (2,356; 2,456; and 1,701 RSRs) from various grants that vest in 2027–2029.

Context

This was a compensation vesting event (RSRs converting to shares). The 85-share disposition is a tax-withholding mechanism (common “sell-to-cover” or share-withhold) and should be viewed as routine administration of compensation — not necessarily a signal of buying or selling intent in the open market.
Derivative/option code M here reflects conversion/exercise of restricted rights; the F code reflects tax withholding. No indication this was a gift or 10% owner transaction.

Form 4

Period: 2026-02-17

CVP and Pres. Space Systems

Transactions

Exercise/Conversion
Common Stock
2026-02-17+264→ 2,704.03 total
Tax Payment
Common Stock
2026-02-17$701.12/sh−85$59,595→ 2,619.03 total
Exercise/Conversion
Restricted Stock Rights
[F1][F2][F3]
2026-02-17−264→ 6,513 total
→ Common Stock (264 underlying)

Footnotes (3)

[F1]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.
[F2]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.
[F3]Total amount includes (i) 2,356 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (ii) 2,456 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iii) 1,701 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

1 file