Thomas H. Jones - Feb 18, 2025 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: CVP & Pres Aeronautics Systems
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol: NOC
Transactions as of: Feb 18, 2025
Transactions value $: -$1,694,381
Form type: 4
Date filed: 2/20/2025, 05:16 PM
Previous filing: Aug 5, 2024
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	+5.76K	+124.25%	$0.00	10.4K	Feb 18, 2025	Direct
transaction	NOC	Common Stock	Tax liability	-$1.29M	-2.92K	-28.14%	$441.36	7.47K	Feb 18, 2025	Direct
transaction	NOC	Common Stock	Options Exercise	$0	+2.46K	+32.9%	$0.00	9.92K	Feb 18, 2025	Direct
transaction	NOC	Common Stock	Tax liability	-$404K	-915	-9.22%	$441.36	9.01K	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	+5.73K	+37.75%	$0.00	20.9K	Feb 18, 2025	Common Stock	5.73K		Direct	F1, F2, F3
transaction	NOC	Restricted Stock Rights	Award	$0	+2.46K	+35.26%	$0.00	9.42K	Feb 18, 2025	Common Stock	2.46K		Direct	F4, F5, F6
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-5.76K	-27.53%	$0.00	15.2K	Feb 18, 2025	Common Stock	5.76K		Direct	F1, F7
transaction	NOC	Restricted Stock Rights	Options Exercise	$0	-2.46K	-26.08%	$0.00	6.96K	Feb 18, 2025	Common Stock	2.46K		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) 376.67 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) 5,355 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 5,757.67 shares were issued in settlement of the 2022 RPSRs with a measurement period that ended 12/31/24, and the target award amount of 5,381 RPSRs was previously reported in connection with the grant of the 2022 RPSRs.
F3	Total amount includes (i) 5,757.67 vested RPSRs granted under the 2011 LTISP on 2/15/22 with a measurement period ended on 12/31/24; (ii) 4,669 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (iii) 5,133 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iv) 5,355 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) 2,457 RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25; (ii) 2,152 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (iii) 2,356 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; and (iv) 2,456 RSRs granted under 2024 LTISP on 2/18/25 that will vest on 2/18/28.
F7	Total amount includes (i) 4,669 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (ii) 5,133 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iii) 5,355 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.