Davies Benjamin R. 4
4 · NORTHROP GRUMMAN CORP /DE/ · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Northrop Grumman CVP Benjamin Davies Sells $1.66M of Shares
What Happened
Benjamin R. Davies, Corporate Vice President & President, Defense Systems at Northrop Grumman (NOC), had 274 restricted stock rights (RSRs) vest on 2/17/2026 and converted to shares. To cover withholding taxes, 123 of those shares were surrendered at $701.12 each (total ~$86,238). The next day (2/18/2026) Davies sold 2,189.04 shares in an open‑market transaction at a weighted average price of $719.61 for proceeds of $1,575,255. The combined value of the disposition (including the shares withheld for taxes) is roughly $1.66M. These transactions are sales (not purchases).
Key Details
- Dates: RSR vest/conversion reported 2/17/2026; tax withholding reported 2/17/2026; open‑market sale executed 2/18/2026. Filing date: 2026-02-19.
- Prices and amounts: 274 RSRs vested (converted to shares); 123 shares withheld at $701.12 (~$86,238); 2,189.04 shares sold at $719.61 (weighted avg) for $1,575,255. Sale price range: $719.55–$719.935 per share (per footnote).
- Shares owned after transaction: not specified in the supplied excerpt of the filing.
- Footnotes: RSR = contingent right to receive shares (or cash); the 274 shares vested under the 2011 LTISP on 2/17/2026; the filing discloses unit accounting in the company savings plan and provides the sale price range. Withholding of shares for tax liability is noted (transaction code F).
- Timeliness: no late‑filing indication in the provided data.
Context
This was a vesting + sale sequence common for equity compensation: RSRs vested and converted to shares, some shares were surrendered to cover taxes, and the remainder was sold in the open market. Such transactions are routine and reflect executive compensation monetization rather than a direct open‑market purchase signal.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-02-17+274→ 2,463.04 total - Tax Payment
Common Stock
2026-02-17$701.12/sh−123$86,238→ 2,340.04 total - Sale
Common Stock
[F1]2026-02-18$719.61/sh−2,189.04$1,575,255→ 151 total - Exercise/Conversion
Restricted Stock Rights
[F3][F4][F5]2026-02-17−274→ 6,444 total→ Common Stock (274 underlying)
- 0.002(indirect: Held in Northrop Grumman Savings Plan)
Common Stock
[F2]
Footnotes (5)
- [F1]Represents the weighted average sale price of $719.61 rounded to the nearest hundredth. The highest price at which the shares were sold was $719.935 and the lowest price at which the shares were sold was $719.55. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
- [F2]Held in the Northrop Grumman Savings Plan (the "Plan"), a qualified defined contribution plan, as of February 17, 2026. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.
- [F3]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.
- [F4]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.
- [F5]Total amount includes (i) 641 RSRs granted under the 2011 LTISP on 11/1/23 that will vest on 11/2/26; (ii) 1,008 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iii) 638 RSRs granted under the 2011 LTISP on 7/31/24 that will vest on 8/2/27; (iv) 2,456 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (v) 1,701 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29.