Form 4: Northrop Grumman Exec's Stock Transactions Detailed

A Northrop Grumman Corp executive reported routine stock acquisitions and disposals related to compensation plans, including performance-based awards settling at 148% of target.

Summary

• Michael A. Hardesty, Corporate VP, Controller & CAO of Northrop Grumman Corp, reported changes in beneficial ownership of common stock and derivative securities.
• On February 11, 2026, Hardesty acquired 1,727.16 shares of common stock at a price of $0, likely due to the settlement of Restricted Performance Stock Rights (RPSRs).
• Concurrently, 566 shares of common stock were disposed of at $678.83 per share, typically for tax withholding purposes.
• Following these transactions, Hardesty beneficially owns 3,876.81 shares of common stock.
• Hardesty acquired 1,382.16 Restricted Performance Stock Rights (RPSRs) at $0, comprising 560.16 vested RPSRs from a 2023 grant (settled at 148% of target) and 822 unvested RPSRs granted under the 2024 Long-Term Incentive Stock Plan (LTISP).
• 1,727.16 RPSRs were disposed of at $0, corresponding to the settlement of the 2023 RPSRs.
• Hardesty also acquired 379 Restricted Stock Rights (RSRs) at $0 under the 2024 LTISP, which will vest on February 12, 2029.
• The transactions were made pursuant to a Rule 10b5-1 plan, indicating a pre-arranged trading plan.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as slightly positive. While primarily a routine compensation disclosure, the settlement of performance-based awards at 148% of target reflects strong company performance against internal metrics, which is a favorable indicator.

Positives

• Restricted Performance Stock Rights (RPSRs) granted in 2023 settled at 148% of the target award, indicating strong performance against internal metrics for the measurement period ended December 31, 2025.

Negatives

• Disposal of 566 shares of common stock at $678.83, likely for tax withholding, reduced direct common stock holdings.

Future Outlook

Future vesting events for various Restricted Performance Stock Rights (RPSRs) and Restricted Stock Rights (RSRs) are scheduled, with measurement periods ending between December 31, 2026, and December 31, 2028, and vesting dates extending to February 12, 2029. These future awards are contingent on performance metrics and continued service.

Industry Context

StockSavvy.ai notes that routine insider transactions, particularly those stemming from long-term incentive plans and Rule 10b5-1 arrangements, are standard practice in the defense and aerospace industry. These filings provide transparency into executive compensation structures and the alignment of management incentives with company performance, which is crucial for large, established contractors like Northrop Grumman.

Corporate Governance

Stakeholder Impact

• Shareholders: The settlement of performance-based awards at 148% of target suggests that the company achieved strong operational results relative to its internal goals, which is generally positive for shareholder value.
• Employees (Executives): The executive received shares and new grants as part of their compensation package, reinforcing retention and motivation.

Next Steps

• Vesting of 538 RSRs granted in 2023 on February 17, 2026.
• Measurement period for 1,208 RPSRs granted in 2024 ending on December 31, 2026.
• Vesting of 554 RSRs granted in 2024 on February 16, 2027.
• Measurement period for 1,225 RPSRs granted in 2025 ending on December 31, 2027.
• Vesting of 561 RSRs granted in 2025 on February 18, 2028.
• Measurement period for 822 RPSRs granted in 2026 ending on December 31, 2028.
• Vesting of 379 RSRs granted in 2026 on February 12, 2029.

Key Dates

Keywords

Northrop Grumman, NOC, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Rights, Performance Stock Rights, Rule 10b5-1 Plan, Defense Industry