Thomas H. Jones - 18 Feb 2025 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role
CVP & Pres Aeronautics Systems
Signature
/s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol
NOC
Transactions as of
18 Feb 2025
Net transactions value
-$1,694,381
Form type
4
Filing time
20 Feb 2025, 17:16:46 UTC
Previous filing
05 Aug 2024
Next filing
03 Jun 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 +5,758 +124% $0.000000 10,392 18 Feb 2025 Direct
transaction NOC Common Stock Tax liability $1,290,537 -2,924 -28% $441.36 7,468 18 Feb 2025 Direct
transaction NOC Common Stock Options Exercise $0 +2,457 +33% $0.000000 9,925 18 Feb 2025 Direct
transaction NOC Common Stock Tax liability $403,844 -915 -9.2% $441.36 9,010 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 +5,732 +38% $0.000000 20,915 18 Feb 2025 Common Stock 5,732 Direct F1, F2, F3
transaction NOC Restricted Stock Rights Award $0 +2,456 +35% $0.000000 9,421 18 Feb 2025 Common Stock 2,456 Direct F4, F5, F6
transaction NOC Restricted Performance Stock Rights Options Exercise $0 -5,758 -28% $0.000000 15,157 18 Feb 2025 Common Stock 5,758 Direct F1, F7
transaction NOC Restricted Stock Rights Options Exercise $0 -2,457 -26% $0.000000 6,964 18 Feb 2025 Common Stock 2,457 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) 376.67 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) 5,355 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 5,757.67 shares were issued in settlement of the 2022 RPSRs with a measurement period that ended 12/31/24, and the target award amount of 5,381 RPSRs was previously reported in connection with the grant of the 2022 RPSRs.
F3 Total amount includes (i) 5,757.67 vested RPSRs granted under the 2011 LTISP on 2/15/22 with a measurement period ended on 12/31/24; (ii) 4,669 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (iii) 5,133 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iv) 5,355 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) 2,457 RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25; (ii) 2,152 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (iii) 2,356 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; and (iv) 2,456 RSRs granted under 2024 LTISP on 2/18/25 that will vest on 2/18/28.
F7 Total amount includes (i) 4,669 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (ii) 5,133 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iii) 5,355 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.