Kathy J. Warden - Feb 14, 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
Stock symbol
NOC
Transactions as of
Feb 14, 2024
Transactions value $
-$9,076,934
Form type
4
Date filed
2/16/2024, 02:23 PM
Previous filing
May 31, 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 +45.8K +28.43% $0.00 207K Feb 14, 2024 Direct
transaction NOC Common Stock Tax liability -$9.08M -20.3K -9.82% $446.37 187K Feb 14, 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 +11.2K +29.98% $0.00 48.4K Feb 14, 2024 Common Stock 11.2K Direct F1
transaction NOC Restricted Performance Stock Rights Award $0 +37.6K +46.23% $0.00 119K Feb 14, 2024 Common Stock 37.6K Direct F2, F3
transaction NOC Restricted Performance Stock Rights Options Exercise $0 -45.8K -38.5% $0.00 73.2K Feb 14, 2024 Common Stock 45.8K 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.