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

Signature
/s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol
NOC
Transactions as of
14 Feb 2024
Net transactions value
-$157,569
Form type
4
Filing time
16 Feb 2024, 14:18:38 UTC
Previous filing
07 Dec 2023
Next filing
21 Feb 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOC Common Stock Options Exercise $0 +1,041 +114% $0.000000 1,953 14 Feb 2024 Direct
transaction NOC Common Stock Tax liability $157,569 -353 -18% $446.37 1,600 14 Feb 2024 Direct
holding NOC Common Stock 101 14 Feb 2024 Held in Northrop Grumman Savings Plan F1
holding NOC Common Stock 3 14 Feb 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 +2,356 +79% $0.000000 5,328 14 Feb 2024 Common Stock 2,356 Direct F3
transaction NOC Restricted Performance Stock Rights Award $0 +5,436 +94% $0.000000 11,190 14 Feb 2024 Common Stock 5,436 Direct F4, F5
transaction NOC Restricted Performance Stock Rights Options Exercise $0 -1,041 -9.3% $0.000000 10,149 14 Feb 2024 Common Stock 1,041 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.