Kathy J. Warden - 11 Feb 2026 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Signature
/s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol
NOC
Transactions as of
11 Feb 2026
Net transactions value
-$10,434,296
Form type
4
Filing time
13 Feb 2026, 16:16:33 UTC
Previous filing
10 Feb 2026
Next filing
19 Feb 2026

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Warden Kathy J Chair, CEO and President, Director 2980 FAIRVIEW PARK DRIVE, FALLS CHURCH /s/ Jennifer C. McGarey, Attorney-in-Fact 13 Feb 2026 0001559112

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOC Common Stock Options Exercise $0 +34,546 +20% $0.000000 206,149 11 Feb 2026 Direct
transaction NOC Common Stock Tax liability $10,434,296 -15,371 -7.5% $678.83 190,778 11 Feb 2026 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NOC Restricted Performance Stock Rights Award $0 +28,785 +39% $0.000000 102,064 11 Feb 2026 Common Stock 28,785 Direct F1, F2, F3
transaction NOC Restricted Stock Rights Award $0 +8,113 +24% $0.000000 41,780 11 Feb 2026 Common Stock 8,113 Direct F4, F5, F6
transaction NOC Restricted Performance Stock Rights Options Exercise $0 -34,546 -34% $0.000000 67,518 11 Feb 2026 Common Stock 34,546 Direct F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each Restricted Performance Stock Right ("RPSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
F2 The RPSRs acquired include (i) 11,204.16 vested RPSRs with respect to the measurement period ended 12/31/25 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("2011 LTISP") on 2/16/23 that resulted in settlement at 148% of the target award; and (ii) 17,581 unvested RPSRs granted under the 2024 Long-Term Incentive Stock Plan (the "2024 LTISP") on 2/11/26 with a measurement period ending on 12/31/28. A total of 34,546.16 shares were issued in settlement of the 2023 RPSRs with a measurement period that ended 12/31/25, and the target award amount of 23,342 RPSRs was previously reported in connection with the grant of the 2023 RPSRs.
F3 Total amount includes (i) 34,546.16 vested RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ended on 12/31/25; (ii) 24,309 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iii) 25,628 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iv) 17,581 RPSRs granted under the 2024 LTISP on 2/11/26 with a measurement period ending on 12/31/28.
F4 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.
F5 The RSRs were granted under the 2024 LTISP on 2/11/26 and will vest on 2/12/29.
F6 Total amount includes (i) 10,760 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (ii) 11,155 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iii) 11,752 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28; and (iv) 8,113 RSRs granted under 2024 LTISP on 2/11/26 that will vest on 2/12/29.
F7 Total amount includes (i) 24,309 RPSRs granted under the 2011 LTISP on 2/16/24 with a measurement period ending on 12/31/26; (ii) 25,628 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27; and (iii) 17,581 RPSRs granted under the 2024 LTISP on 2/11/26 with a measurement period ending 12/31/28.