Kathryn G. Simpson - 18 Feb 2025 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role
Corp VP & General Counsel
Signature
/s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol
NOC
Transactions as of
18 Feb 2025
Net transactions value
-$629,396
Form type
4
Filing time
20 Feb 2025, 17:18:48 UTC
Previous filing
23 Feb 2024
Next filing
24 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 +1,097 +66% $0.000000 2,764 18 Feb 2025 Direct
transaction NOC Common Stock Tax liability $161,538 -366 -13% $441.36 2,398 18 Feb 2025 Direct
transaction NOC Common Stock Options Exercise $0 +468 +20% $0.000000 2,866 18 Feb 2025 Direct
transaction NOC Common Stock Tax liability $71,942 -163 -5.7% $441.36 2,703 18 Feb 2025 Direct
transaction NOC Common Stock Sale $395,916 -889 -33% $445.35 1,814 18 Feb 2025 Direct 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
transaction NOC Restricted Performance Stock Rights Award $0 +4,356 +76% $0.000000 10,057 18 Feb 2025 Common Stock 4,356 Direct F2, F3, F4
transaction NOC Restricted Stock Rights Award $0 +1,965 +76% $0.000000 4,552 18 Feb 2025 Common Stock 1,965 Direct F5, F6, F7
transaction NOC Restricted Performance Stock Rights Options Exercise $0 -1,097 -11% $0.000000 8,960 18 Feb 2025 Common Stock 1,097 Direct F2, F8
transaction NOC Restricted Stock Rights Options Exercise $0 -468 -10% $0.000000 4,084 18 Feb 2025 Common Stock 468 Direct F5, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2024.
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) 71.75 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) 4,284 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 1,096.75 shares were issued in settlement of the 2022 RPSRs with a measurement period that ended 12/31/24, and the target award amount of 1,025 RPSRs was previously reported in connection with the grant of the 2022 RPSRs.
F4 Total amount includes (i) 1,096.75 vested RPSRs granted under the 2011 LTISP on 2/15/22 with a measurement period ended on 12/31/24; (ii) 902 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (iii) 3,774 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iv) 4,284 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27.
F5 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
F6 The RSRs were granted under the 2024 LTISP on 2/18/2025 and will vest on 2/18/2028.
F7 Total amount includes (i) 468 RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25; (ii) 387 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (iii) 1,732 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; and (iv) 1,965 RSRs granted under 2024 LTISP on 2/18/25 that will vest on 2/18/28.
F8 Total amount includes (i) 902 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (ii) 3,774 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iii) 4,284 RPSRs granted under the 2024 LITSP on 2/15/25 with a measurement period ending on 12/31/27.
F9 Shares issued upon vesting of RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25.