Benjamin R. Davies - Jul 1, 2024 Form 3 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: CVP & Pres. Defense Systems
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol: NOC
Transactions as of: Jul 1, 2024
Transactions value $: $0
Form type: 3
Date filed: 7/9/2024, 04:41 PM
Next filing: Aug 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NOC	Common Stock						1.69K	Jul 1, 2024	Direct
holding	NOC	Common Stock						0.0015	Jul 1, 2024	Held in Northrop Grumman Savings Plan	F1

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
holding	NOC	Restricted Stock Rights							Jul 1, 2024	Common Stock	2.22K		Direct	F2, F3
holding	NOC	Restricted Performance Stock Rights							Jul 1, 2024	Common Stock	5.13K		Direct	F4, F5

* 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 July 1, 2024. 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	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.
F3	Total amount includes (i) 292 unvested RSRs granted under the Long-Term Incentive Stock Plan ("LTISP") on 2/15/2022 that will vest on 2/15/2025; (ii) 274 unvested RSRs granted under the LTISP on 2/16/2023 that will vest on 2/16/2026; (iii) 641 unvested RSRs granted under the LTISP on 11/1/2023 that will vest on 11/1/2026; and (iv) 1,008 unvested RSRs granted under the LTISP on 2/14/2024 that will vest on 2/14/2027. Grants awarded pursuant to Rule 16b-3(d).
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	Total amount includes (i) 640 unvested RPSRs granted under the LTISP on 2/15/2022 with a measurement period ending on 12/31/2024; (ii) 639 unvested RPSRs granted under the LTISP on 2/16/2023 with a measurement period ending on 12/31/2025; (iii) 1,495 unvested RPSRs granted under the LTISP on 11/1/2023 with a measurement period ending on 12/31/2025; and (iv) 2,352 unvested RPSRs granted under the LTISP on 2/14/2024 with a measurement period ending on 12/31/2026. Grants awarded pursuant to Rule 16b-3(d).