Roshan S. Roeder - Feb 18, 2025 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Signature
/s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol
NOC
Transactions as of
Feb 18, 2025
Transactions value $
-$146,973
Form type
4
Date filed
2/20/2025, 05:17 PM
Previous filing
May 22, 2024
Next filing
Jun 5, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOC Common Stock Options Exercise $0 +685 +102.81% $0.00 1.35K Feb 18, 2025 Direct
transaction NOC Common Stock Tax liability -$101K -229 -16.95% $441.36 1.12K Feb 18, 2025 Direct
transaction NOC Common Stock Options Exercise $0 +292 +26.03% $0.00 1.41K Feb 18, 2025 Direct
transaction NOC Common Stock Tax liability -$45.9K -104 -7.36% $441.36 1.31K Feb 18, 2025 Direct
holding NOC Common Stock 108 Feb 18, 2025 Held in Northrop Grumman Savings Plan F1
holding NOC Common Stock 3.04 Feb 18, 2025 By Spouse F2

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 +5.4K +53.21% $0.00 15.5K Feb 18, 2025 Common Stock 5.4K Direct F3, F4, F5
transaction NOC Restricted Stock Rights Award $0 +2.46K +49.19% $0.00 7.45K Feb 18, 2025 Common Stock 2.46K Direct F6, F7, F8
transaction NOC Restricted Performance Stock Rights Options Exercise $0 -685 -4.4% $0.00 14.9K Feb 18, 2025 Common Stock 685 Direct F3, F9
transaction NOC Restricted Stock Rights Options Exercise $0 -292 -3.92% $0.00 7.16K Feb 18, 2025 Common Stock 292 Direct F6, F10
* 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 contribution plan, as of February 18, 2025. 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 Held by reporting person's spouse in the Plan, as of 2/18/25.
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) 44.80 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 684.80 shares were issued in settlement of the 2022 RPSRs with a measurement period that ended 12/31/24, and the target award amount of 640 RPSRs was previously reported in connection with the grant of the 2022 RPSRs.
F5 Total amount includes (i) 684.80 vested RPSRs granted under the 2011 LTISP on 2/15/22 with a measurement period ended on 12/31/24; (ii) 4,376 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.
F6 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.
F7 The RSRs were granted under the 2024 LTISP on 2/18/2025 and will vest on 2/18/2028.
F8 Total amount includes (i) 292 RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25; (ii) 2,017 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (iIi) 328 RSRs granted under the 2011 LTISP on 12/5/23 that will vest on 12/5/25; (iv) 2,356 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; and (v) 2,456 RSRs granted under 2024 LTISP on 2/18/25 that will vest on 2/18/28.
F9 Total amount includes (i) 4,376 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.
F10 Shares issued upon vesting of RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25.