Lesley A. Kalan - Feb 16, 2023 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: CVP, Chief Strategy & Dev Ofc
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, 03:36 PM
Previous filing: Feb 15, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOC	Common Stock	Options Exercise	$0	+4.87K	+32.07%	$0.00	20K	Feb 16, 2023	Direct
transaction	NOC	Common Stock	Tax liability	-$982K	-2.11K	-10.53%	$465.35	17.9K	Feb 16, 2023	Direct

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	+1.21K	+35.13%	$0.00	4.65K	Feb 16, 2023	Common Stock	1.21K		Direct	F1
transaction	NOC	Restricted Performance Stock Rights	Award	$0	+3.89K	+34.81%	$0.00	15.1K	Feb 16, 2023	Common Stock	3.89K		Direct	F2, F3
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-4.87K	-32.32%	$0.00	10.2K	Feb 16, 2023	Common Stock	4.87K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	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 2/17/26.
F2	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).
F3	The RPSRs acquired include (i) 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; and (ii) 2,626 unvested RPSRs granted under the LTISP on 2/16/23 with a measurement period ending on 12/31/25. 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.