Fleming Robert J. 4

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.