Kathryn G. Simpson - 30 Oct 2023 Form 3 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: 30 Oct 2023
Net transactions value: $0
Form type: 3
Filing time: 30 Oct 2023, 16:49:30 UTC
Next filing: 16 Feb 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NOC	Common Stock						2,379	30 Oct 2023	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
holding	NOC	Restricted Stock Rights							30 Oct 2023	Common Stock	1,474		Direct	F1, F2
holding	NOC	Restricted Performance Stock Rights							30 Oct 2023	Common Stock	3,288		Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	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.
F2	Total amount included (i) 619 unvested RSRs granted under the Long-Term Incentive Stock Plan ("LTISP") on 2/16/2021 that will vest on 2/16/2024; (ii) 468 RSRs granted under the LTISP on 2/15/2022 that will vest on 2/18/2025; and (iii) 387 RSRs granted under the LTISP on 2/16/2023 that will vest on 2/17/2026. Grants awarded pursuant to Rule 16b-3(d).
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	Total amount includes (i) 1,361 unvested RPSRs granted under the Plan on 2/16/2021 with a measurement period ending on 12/31/2023; (ii) 1,025 unvested RPSRs granted under the LTISP on 2/15/2022 with a measurement period ending on 12/31/2024; and (iii) 902 unvested RPSRs granted under the LTISP on 2/16/2023 with a measurement period ending on 12/31/2025. Grants awarded pursuant to Rule 16b-3(d).