SHEILA C. CHESTON - 14 Feb 2022 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: Corp. VP & General Counsel
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol: NOC
Transactions as of: 14 Feb 2022
Net transactions value: -$613,797
Form type: 4
Filing time: 16 Feb 2022, 16:02:58 UTC
Next filing: 17 Feb 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOC	Common Stock	Options Exercise	$0	+2,845	+9.7%	$0.000000	32,126	14 Feb 2022	Direct
transaction	NOC	Common Stock	Tax liability	$385,522	-987	-3.1%	$390.60	31,139	14 Feb 2022	Direct
transaction	NOC	Common Stock	Sale	$228,275	-575	-1.8%	$397.00	30,564	14 Feb 2022	Direct	F1

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 Stock Rights	Options Exercise	$0	-2,845	-36%	$0.000000	5,052	14 Feb 2022	Common Stock	2,845		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
F2	Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock.
F3	Shares issued upon vesting of RSRs granted under the Long-Term Incentive Stock Plan ("LTISP") on 2/13/19 that vested on 2/14/22.