Mark A. Caylor - 16 Feb 2023 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: CVP & Pres, Mission Systems
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol: NOC
Transactions as of: 16 Feb 2023
Net transactions value: -$1,891,648
Form type: 4
Filing time: 21 Feb 2023, 15:24:47 UTC
Previous filing: 15 Feb 2023
Next filing: 07 Mar 2023
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	+8,112	+54%	$0.000000	23,115	16 Feb 2023	Direct
transaction	NOC	Common Stock	Tax liability	$1,891,648	-4,065	-18%	$465.35	19,050	16 Feb 2023	Direct
holding	NOC	Common Stock						37	16 Feb 2023	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
transaction	NOC	Restricted Stock Rights	Award	$0	+2,152	+37%	$0.000000	7,893	16 Feb 2023	Common Stock	2,152		Direct	F2
transaction	NOC	Restricted Performance Stock Rights	Award	$0	+6,772	+36%	$0.000000	25,385	16 Feb 2023	Common Stock	6,772		Direct	F3, F4
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-8,112	-32%	$0.000000	17,273	16 Feb 2023	Common Stock	8,112		Direct	F3

* 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 contributions plan, as of 2/16/2023. 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. The RSRs were granted under the Long-Term Incentive Stock Plan ("LTISP") on 2/16/23 and will vest on 2/17/26.
F3	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).
F4	The RPSRs acquired include (i) 2,103.15 vested RPSRs with respect to the measurement period ended 12/31/22 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/12/20 that resulted in settlement at 135% of the target award; and (ii) 4,669 unvested RPSRs granted under the LTISP on 2/16/23 with a measurement period ending on 12/31/25. A total of 8,112.15 shares were issued in settlement of the 2020 RPSRs with a measurement period that ended 12/31/22, and the target award amount of 6,009 RPSRs was previously reported in connection with the grant of the 2020 RPSRs.