Kathy J. Warden - Feb 18, 2025 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role
Chair, CEO and President, Director
Signature
/s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol
NOC
Transactions as of
Feb 18, 2025
Transactions value $
-$7,617,874
Form type
4
Date filed
2/20/2025, 05:19 PM
Previous filing
Jun 4, 2024
Next filing
Mar 6, 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 +27.4K +14.04% $0.00 222K Feb 18, 2025 Direct
transaction NOC Common Stock Tax liability -$5.44M -12.3K -5.55% $441.36 210K Feb 18, 2025 Direct
transaction NOC Common Stock Options Exercise $0 +11.7K +5.56% $0.00 222K Feb 18, 2025 Direct
transaction NOC Common Stock Tax liability -$2.17M -4.93K -2.22% $441.36 217K 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 +27.4K +37.45% $0.00 101K Feb 18, 2025 Common Stock 27.4K Direct F1, F2, F3
transaction NOC Restricted Stock Rights Award $0 +11.8K +34.99% $0.00 45.3K Feb 18, 2025 Common Stock 11.8K Direct F4, F5, F6
transaction NOC Restricted Performance Stock Rights Options Exercise $0 -27.4K -27.18% $0.00 73.3K Feb 18, 2025 Common Stock 27.4K Direct F1, F7
transaction NOC Restricted Stock Rights Options Exercise $0 -11.7K -25.74% $0.00 33.7K Feb 18, 2025 Common Stock 11.7K 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) 1,789.27 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) 25,628 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 27,350.27 shares were issued in settlement of the 2022 RPSRs with a measurement period that ended 12/31/24, and the target award amount of 25,561 RPSRs was previously reported in connection with the grant of the 2022 RPSRs.
F3 Total amount includes (i) 27,350.27 vested RPSRs granted under the 2011 LTISP on 2/15/22 with a measurement period ended on 12/31/24; (ii) 23,342 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (iii) 24,309 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iv) 25,628 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) 11,672 RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25; (ii) 10,760 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (iii) 11,155 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; and (iv) 11,752 RSRs granted under 2024 LTISP on 2/18/25 that will vest on 2/18/28.
F7 Total amount includes (i) 23,342 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (ii) 24,309 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iii) 25,628 RPSRs granted under the 2024 LITSP 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.