Kathy J. Warden - 14 Feb 2024 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: Chair, CEO and President, Director
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol: NOC
Transactions as of: 14 Feb 2024
Net transactions value: -$9,076,934
Form type: 4
Filing time: 16 Feb 2024, 14:23:43 UTC
Previous filing: 31 May 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	+45,832	+28%	$0.000000	207,063	14 Feb 2024	Direct
transaction	NOC	Common Stock	Tax liability	$9,076,934	-20,335	-9.8%	$446.37	186,728	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	+11,155	+30%	$0.000000	48,363	14 Feb 2024	Common Stock	11,155		Direct	F1
transaction	NOC	Restricted Performance Stock Rights	Award	$0	+37,636	+46%	$0.000000	119,044	14 Feb 2024	Common Stock	37,636		Direct	F2, F3
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-45,832	-39%	$0.000000	73,212	14 Feb 2024	Common Stock	45,832		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) 13,327.05 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) 24,309 unvested RPSRs granted under the LTISP on 2/14/24 with a measurement period ending on 12/31/26. A total of 45,832.05 shares were issued in settlement of the 2021 RPSRs with a measurement period that ended 12/31/23, and the target award amount of 32,505 RPSRs was previously reported in connection with the grant of the 2021 RPSRs.