Form 4: Northrop Grumman GC Sells Shares Under 10b5-1 Plan

Northrop Grumman's Corporate VP & General Counsel, Kathryn G. Simpson, reported the acquisition and subsequent sale of common stock, including shares sold under a pre-arranged 10b5-1 trading plan.

Summary

• Kathryn G. Simpson, Corporate VP & General Counsel of Northrop Grumman Corp, reported transactions on February 17, 2026.
• Acquired 387 shares of common stock at a price of $0, which resulted from the vesting of Restricted Stock Rights (RSRs).
• Disposed of 193 shares of common stock at $701.12 per share, likely for tax withholding purposes related to the RSR vesting.
• Sold 779 shares of common stock at $702.56 per share; this sale was executed under a Rule 10b5-1 trading plan adopted on February 28, 2025.
• Following these transactions, Simpson beneficially owns 1,068.39 shares of common stock directly.
• Simpson also holds 5,168 Restricted Stock Rights (RSRs) with future vesting dates in 2027, 2028, and 2029.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. The transactions are routine for executive compensation and personal financial planning, particularly given the pre-arranged 10b5-1 trading plan, and do not signal a significant change in company prospects.

Positives

• The vesting of 387 Restricted Stock Rights indicates the fulfillment of long-term incentive compensation for the executive.
• The executive continues to hold a significant number of Restricted Stock Rights (5,168) with future vesting dates, aligning her interests with long-term shareholder value.

Negatives

• The sale of 779 shares of common stock by a senior executive, even under a 10b5-1 plan, represents a reduction in direct ownership.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that routine insider transactions, particularly those executed under pre-arranged 10b5-1 plans, are common practice for executives managing their compensation and personal finances. These transactions typically do not reflect a change in the company's fundamental outlook or the executive's confidence in the business, especially in the defense industry where executive compensation often includes significant equity components.

Stakeholder Impact

• Shareholders: The sale of shares by a senior executive, even under a 10b5-1 plan, slightly reduces the executive's direct ownership alignment with shareholders, though the remaining RSRs maintain a long-term incentive.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• Vesting of 1,732 RSRs on February 16, 2027.
• Vesting of 1,965 RSRs on February 18, 2028.
• Vesting of 1,471 RSRs on February 12, 2029.

Key Dates

Recommendation

The filing details routine insider transactions, including the vesting of restricted stock and subsequent sales for tax purposes and under a pre-arranged 10b5-1 plan. These actions are typical for executive compensation and personal financial management and do not provide new fundamental information about Northrop Grumman's operational performance or future outlook. Therefore, a 'hold' recommendation is appropriate as this filing does not present a compelling reason to alter an existing investment thesis.

Keywords

Northrop Grumman, NOC, Insider Trading, Form 4, Kathryn G. Simpson, Stock Sale, Restricted Stock Rights, 10b5-1 Plan, Executive Compensation