Thomas H. Jones - 14 Feb 2024 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: CVP & Pres Aeronautics Systems
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol: NOC
Transactions as of: 14 Feb 2024
Net transactions value: -$2,253,033
Form type: 4
Filing time: 16 Feb 2024, 14:05:54 UTC
Previous filing: 23 Feb 2023
Next filing: 21 Feb 2024
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	+10,184	+400%	$0.000000	12,733	14 Feb 2024	Direct
transaction	NOC	Common Stock	Tax liability	$2,253,033	-4,831	-38%	$466.37	7,902	14 Feb 2024	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	+2,356	+30%	$0.000000	10,249	14 Feb 2024	Common Stock	2,356		Direct	F1
transaction	NOC	Restricted Performance Stock Rights	Award	$0	+8,094	+47%	$0.000000	25,367	14 Feb 2024	Common Stock	8,094		Direct	F2, F3
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-10,184	-40%	$0.000000	15,183	14 Feb 2024	Common Stock	10,184		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 2/14/24 and will vest on 2/14/27.
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) 2,961.43 vested RPSRs with respect to the measurement period ended 12/31/23 acquired due to settlement of the RPSRs granted under the LTISP on 2/16/21 that resulted in settlement at 141% of the target award; and (ii) 5,133 unvested RPSRs granted under the LTISP on 2/14/24 with a measurement period ending on 12/31/26. A total of 10,184.43 shares were issued in settlement of the 2021 RPSRs with a measurement period that ended 12/31/23, and the target award amount of 7,223 RPSRs was previously reported in connection with the grant of the 2021 RPSRs.