Form 4: Northrop Grumman Executive Sells Shares Post-Vest
Insider Transaction Report
Northrop Grumman's CVP & President of Defense Systems, Benjamin R. Davies, sold a significant portion of common stock following the vesting of restricted stock rights.
Summary
- Benjamin R. Davies, CVP & President of Defense Systems at Northrop Grumman Corp, reported transactions involving company common stock.
- On February 17, 2026, 274 shares of common stock were acquired upon the vesting of Restricted Stock Rights (RSRs) at a price of $0.
- Concurrently, 123 shares were disposed of on February 17, 2026, at $701.12 per share, for tax withholding purposes related to the RSR vesting.
- On February 18, 2026, Davies sold 2,189.04 shares of common stock at a weighted average price of $719.61 per share, with individual sale prices ranging from $719.55 to $719.935.
- Following these transactions, Davies directly owns 151 shares of common stock and indirectly owns 0.0015 shares in the Northrop Grumman Savings Plan.
- Davies also holds 6,444 derivative securities in the form of Restricted Stock Rights with various future vesting dates.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral event, representing routine executive compensation and personal financial management rather than a reflection of company performance or strategic shifts.
Positives
- Vesting of 274 Restricted Stock Rights (RSRs) on February 17, 2026, indicates successful achievement of prior compensation milestones for the executive.
Negatives
- The sale of 2,189.04 shares by a key executive could be interpreted as a reduction in direct personal stake, although it is common for executives to sell shares for liquidity or diversification after vesting.
Future Outlook
The filing details future vesting dates for the executive's Restricted Stock Rights, indicating ongoing equity compensation schedules through February 2029.
Industry Context
StockSavvy.ai notes that such transactions are typical for executives receiving equity compensation, often involving a 'sell-to-cover' for taxes and a subsequent sale for personal liquidity or portfolio diversification. This is a common practice across industries, particularly in large, established companies like those in the defense sector.
Related Party Transactions
- The Restricted Stock Rights (RSRs) are part of the executive's compensation package, granted under the 2011 and 2024 Long-Term Incentive Stock Plans.
Stakeholder Impact
- Shareholders: Minimal direct impact, as this is a routine executive compensation event and personal financial transaction.
- Employees: No direct impact mentioned.
Next Steps
- Vesting of 641 RSRs on November 2, 2026.
- Vesting of 1,008 RSRs on February 16, 2027.
- Vesting of 638 RSRs on August 2, 2027.
- Vesting of 2,456 RSRs on February 18, 2028.
- Vesting of 1,701 RSRs on February 12, 2029.
Key Dates
| Date | Description |
|---|---|
| 02/16/2023 | Grant date of RSRs that vested on 02/17/2026. |
| 11/01/2023 | Grant date of 641 RSRs under the 2011 Long-Term Incentive Stock Plan (LTISP). |
| 02/14/2024 | Grant date of 1,008 RSRs under the 2011 LTISP. |
| 07/31/2024 | Grant date of 638 RSRs under the 2011 LTISP. |
| 02/18/2025 | Grant date of 2,456 RSRs under the 2024 LTISP. |
| 02/11/2026 | Grant date of 1,701 RSRs under the 2024 LTISP. |
| 02/17/2026 | Date of RSR vesting (274 shares) and disposal of 123 shares for tax withholding. |
| 02/17/2026 | Date as of which 0.0015 shares are held in the Northrop Grumman Savings Plan. |
| 02/18/2026 | Date of common stock sale (2,189.04 shares). |
| 02/19/2026 | Signature date of the filing. |
| 11/02/2026 | Vesting date for 641 RSRs granted on 11/01/2023. |
| 02/16/2027 | Vesting date for 1,008 RSRs granted on 02/14/2024. |
| 08/02/2027 | Vesting date for 638 RSRs granted on 07/31/2024. |
| 02/18/2028 | Vesting date for 2,456 RSRs granted on 02/18/2025. |
| 02/12/2029 | Vesting date for 1,701 RSRs granted on 02/11/2026. |
Keywords
Northrop Grumman, NOC, insider trading, Form 4, executive stock sale, restricted stock rights, executive compensation, defense systems
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