Michael A. Hardesty - 18 Feb 2025 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: Corp VP, Controller & CAO
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol: NOC
Transactions as of: 18 Feb 2025
Net transactions value: -$296,594
Form type: 4
Filing time: 20 Feb 2025, 17:16:01 UTC
Previous filing: 23 Feb 2024
Next filing: 26 Feb 2025
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	+1,537	+49%	$0.000000	4,664	18 Feb 2025	Direct
transaction	NOC	Common Stock	Tax liability	$204,350	-463	-9.9%	$441.36	4,201	18 Feb 2025	Direct
transaction	NOC	Common Stock	Options Exercise	$0	+655	+16%	$0.000000	4,856	18 Feb 2025	Direct
transaction	NOC	Common Stock	Tax liability	$92,244	-209	-4.3%	$441.36	4,647	18 Feb 2025	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 Performance Stock Rights	Award	$0	+1,326	+35%	$0.000000	5,137	18 Feb 2025	Common Stock	1,326		Direct	F1, F2, F3
transaction	NOC	Restricted Stock Rights	Award	$0	+561	+32%	$0.000000	2,308	18 Feb 2025	Common Stock	561		Direct	F4, F5, F6
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-1,537	-30%	$0.000000	3,600	18 Feb 2025	Common Stock	1,537		Direct	F1, F7
transaction	NOC	Restricted Stock Rights	Options Exercise	$0	-655	-28%	$0.000000	1,653	18 Feb 2025	Common Stock	655		Direct	F4, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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).
F2	The RPSRs acquired include (i) 100.52 vested RPSRs with respect to the measurement period ended 12/31/24 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("2011 LTISP") on 2/15/22 that resulted in settlement at 107% of the target award; and (ii) 1,225 unvested RPSRs granted under the 2024 Long-Term Incentive Stock Plan (the "2024 LTISP") on 2/18/25 with a measurement period ending on 12/31/27. A total of 1,536.52 shares were issued in settlement of the 2022 RPSRs with a measurement period that ended 12/31/24, and the target award amount of 1,436 RPSRs was previously reported in connection with the grant of the 2022 RPSRs.
F3	Total amount includes (i) 1,536.52 vested RPSRs granted under the 2011 LTISP on 2/15/22 with a measurement period ended on 12/31/24; (ii) 1,167 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (iii) 1,208 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iv) 1,225 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27.
F4	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.
F5	The RSRs were granted under the 2024 LTISP on 2/18/2025 and will vest on 2/18/2028.
F6	Total amount includes (i) 655 RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25; (ii) 538 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (iii) 554 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; and (iv) 561 RSRs granted under 2024 LTISP on 2/18/25 that will vest on 2/18/28.
F7	Total amount includes (i) 1,167 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (ii) 1,208 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iii) 1,225 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27.
F8	Shares issued upon vesting of RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25.