Ann M. Addison - Feb 16, 2023 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: Corp VP & Chief HR Officer
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol: NOC
Transactions as of: Feb 16, 2023
Transactions value $: -$982,354
Form type: 4
Date filed: 2/21/2023, 03:18 PM
Previous filing: Feb 15, 2023
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	+4.87K	+52.04%	$0.00	14.2K	Feb 16, 2023	Direct
transaction	NOC	Common Stock	Tax liability	-$982K	-2.11K	-14.85%	$465.35	12.1K	Feb 16, 2023	Direct
holding	NOC	Common Stock						251	Feb 16, 2023	Held in Northrop Grumman Savings Plan	F1

Showing 1 to 3 of 3 entries

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	Award	$0	+4.48K	+124.25%	$0.00	8.09K	Feb 16, 2023	Common Stock	4.48K		Direct	F2
transaction	NOC	Restricted Performance Stock Rights	Award	$0	+1.26K	+10.95%	$0.00	12.8K	Feb 16, 2023	Common Stock	1.26K		Direct	F3, F4
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-4.87K	-38.06%	$0.00	7.92K	Feb 16, 2023	Common Stock	4.87K		Direct	F3

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

Explanation of Responses:

Id	Content
F1	Held in the Northrop Grumman Savings Plan (the "Plan"), a qualified defined contributions plan, as of 2/16/2023. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.
F2	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. The RSRs were granted under the Long-Term Incentive Stock Plan ("LTISP") on 2/16/23 and will vest on 2/18/25.
F3	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).
F4	The RPSRs acquired are 1,261.75 vested RPSRs with respect to the measurement period ended 12/31/22 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/12/20 that resulted in settlement at 135% of the target award. A total of 4,866.75 shares were issued in settlement of the 2020 RPSRs with a measurement period that ended 12/31/22, and the target award amount of 3,605 RPSRs was previously reported in connection with the grant of the 2020 RPSRs.