Davies Benjamin R. 4

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.