Michael A. Hardesty - Feb 18, 2025 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role
Corp VP, Controller & CAO
Signature
/s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol
NOC
Transactions as of
Feb 18, 2025
Transactions value $
-$296,594
Form type
4
Date filed
2/20/2025, 05:16 PM
Previous filing
Feb 23, 2024
Next filing
Feb 26, 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 +1.54K +49.14% $0.00 4.66K Feb 18, 2025 Direct
transaction NOC Common Stock Tax liability -$204K -463 -9.93% $441.36 4.2K Feb 18, 2025 Direct
transaction NOC Common Stock Options Exercise $0 +655 +15.59% $0.00 4.86K Feb 18, 2025 Direct
transaction NOC Common Stock Tax liability -$92.2K -209 -4.3% $441.36 4.65K Feb 18, 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 +1.33K +34.78% $0.00 5.14K Feb 18, 2025 Common Stock 1.33K Direct F1, F2, F3
transaction NOC Restricted Stock Rights Award $0 +561 +32.11% $0.00 2.31K Feb 18, 2025 Common Stock 561 Direct F4, F5, F6
transaction NOC Restricted Performance Stock Rights Options Exercise $0 -1.54K -29.91% $0.00 3.6K Feb 18, 2025 Common Stock 1.54K Direct F1, F7
transaction NOC Restricted Stock Rights Options Exercise $0 -655 -28.38% $0.00 1.65K Feb 18, 2025 Common Stock 655 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) 100.52 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) 1,225 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 1,536.52 shares were issued in settlement of the 2022 RPSRs with a measurement period that ended 12/31/24, and the target award amount of 1,436 RPSRs was previously reported in connection with the grant of the 2022 RPSRs.
F3 Total amount includes (i) 1,536.52 vested RPSRs granted under the 2011 LTISP on 2/15/22 with a measurement period ended on 12/31/24; (ii) 1,167 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (iii) 1,208 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iv) 1,225 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) 655 RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25; (ii) 538 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (iii) 554 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; and (iv) 561 RSRs granted under 2024 LTISP on 2/18/25 that will vest on 2/18/28.
F7 Total amount includes (i) 1,167 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (ii) 1,208 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iii) 1,225 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.