Kathy J. Warden - 18 Feb 2025 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: Chair, CEO and President, Director
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol: NOC
Transactions as of: 18 Feb 2025
Net transactions value: -$7,617,874
Form type: 4
Filing time: 20 Feb 2025, 17:19:47 UTC
Previous filing: 04 Jun 2024
Next filing: 06 Mar 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	+27,350	+14%	$0.000000	222,190	18 Feb 2025	Direct
transaction	NOC	Common Stock	Tax liability	$5,444,176	-12,335	-5.6%	$441.36	209,855	18 Feb 2025	Direct
transaction	NOC	Common Stock	Options Exercise	$0	+11,672	+5.6%	$0.000000	221,527	18 Feb 2025	Direct
transaction	NOC	Common Stock	Tax liability	$2,173,698	-4,925	-2.2%	$441.36	216,602	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	+27,417	+37%	$0.000000	100,629	18 Feb 2025	Common Stock	27,417		Direct	F1, F2, F3
transaction	NOC	Restricted Stock Rights	Award	$0	+11,752	+35%	$0.000000	45,339	18 Feb 2025	Common Stock	11,752		Direct	F4, F5, F6
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-27,350	-27%	$0.000000	73,279	18 Feb 2025	Common Stock	27,350		Direct	F1, F7
transaction	NOC	Restricted Stock Rights	Options Exercise	$0	-11,672	-26%	$0.000000	33,667	18 Feb 2025	Common Stock	11,672		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) 1,789.27 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) 25,628 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 27,350.27 shares were issued in settlement of the 2022 RPSRs with a measurement period that ended 12/31/24, and the target award amount of 25,561 RPSRs was previously reported in connection with the grant of the 2022 RPSRs.
F3	Total amount includes (i) 27,350.27 vested RPSRs granted under the 2011 LTISP on 2/15/22 with a measurement period ended on 12/31/24; (ii) 23,342 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (iii) 24,309 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iv) 25,628 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) 11,672 RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25; (ii) 10,760 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (iii) 11,155 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; and (iv) 11,752 RSRs granted under 2024 LTISP on 2/18/25 that will vest on 2/18/28.
F7	Total amount includes (i) 23,342 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (ii) 24,309 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iii) 25,628 RPSRs granted under the 2024 LITSP 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.