Roshan S. Roeder - Feb 14, 2024 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Signature
/s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol
NOC
Transactions as of
Feb 14, 2024
Transactions value $
-$157,569
Form type
4
Date filed
2/16/2024, 02:18 PM
Previous filing
Dec 7, 2023
Next filing
Feb 21, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOC Common Stock Options Exercise $0 +1.04K +114.03% $0.00 1.95K Feb 14, 2024 Direct
transaction NOC Common Stock Tax liability -$158K -353 -18.07% $446.37 1.6K Feb 14, 2024 Direct
holding NOC Common Stock 101 Feb 14, 2024 Held in Northrop Grumman Savings Plan F1
holding NOC Common Stock 2.99 Feb 14, 2024 By Spouse F2

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 +2.36K +79.27% $0.00 5.33K Feb 14, 2024 Common Stock 2.36K Direct F3
transaction NOC Restricted Performance Stock Rights Award $0 +5.44K +94.47% $0.00 11.2K Feb 14, 2024 Common Stock 5.44K Direct F4, F5
transaction NOC Restricted Performance Stock Rights Options Exercise $0 -1.04K -9.3% $0.00 10.1K Feb 14, 2024 Common Stock 1.04K Direct F4
* 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 contribution plan, as of 2/14/24. 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 Held by reporting person's spouse in the Plan, as of 2/14/24.
F3 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.
F4 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).
F5 The RPSRs acquired include (i) 302.58 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 1,040.58 shares were issued in settlement of the 2021 RPSRs with a measurement period that ended 12/31/23, and the target award amount of 738 RPSRs was previously reported on Form 3.