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Filing Details

Accession Number:: 0001628280-25-006856
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-02-20 17:14:30
Reporting Period:: 2025-02-18

Filing Date:: 2025-02-20
Accepted Time:: 2025-02-20 17:14:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1133421	Northrop Grumman Corp	NOC	Search, Detection, Navagation, Guidance, Aeronautical Sys (3812)	800640649

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
2026085	R. Benjamin Davies	2980 Fairview Park Drive Falls Church VA 22042	Cvp & Pres. Defense Systems	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2025-02-18	685	$0.00	1,222	No	4	M	Direct
Common Stock	Disposition	2025-02-18	220	$441.36	1,002	No	4	F	Direct
Common Stock	Acquisiton	2025-02-18	292	$0.00	1,294	No	4	M	Direct
Common Stock	Disposition	2025-02-18	100	$441.36	1,194	No	4	F	Direct
Common Stock	Disposition	2025-02-18	293	$445.35	901	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Performance Stock Rights	Acquisiton	2025-02-18	5,400	$0.00	5,400	$0.00
Common Stock	Restricted Stock Rights	Acquisiton	2025-02-18	2,456	$0.00	2,456	$0.00
Common Stock	Restricted Performance Stock Rights	Disposition	2025-02-18	685	$0.00	685	$0.00
Common Stock	Restricted Stock Rights	Disposition	2025-02-18	292	$0.00	292	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
11,925	No	4	A	Direct
5,309	No	4	A	Direct
11,240	No	4	M	Direct
5,017	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	0	Indirect	Held in Northrop Grumman Savings Plan

Footnotes

The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 6, 2024.
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.
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).
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.
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) 639 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (iii) 1,495 RPSRs granted under the 2011 LTISP on 11/1/23 with a measurement period ending on 12/31/25; (iv) 2,352 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (v) 1,399 RPSRs granted under the 2024 LTISP on 7/31/24 with a measurement period ending 12/31/26; and (vi) 5,355 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27.
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.
The RSRs were granted under the 2024 LTISP on 2/18/2025 and will vest on 2/18/2028.
Total amount includes (i) 292 RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25; (ii) 274 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (iii) 641 RSRs granted under the 2011 LTISP on 11/1/23 that will vest on 11/2/26; (iv) 1,008 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (v) 638 RSRs granted under the 2024 LTISP on 7/31/24 that will vest on 8/2/27; and (vi) 2,456 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28.
Total amount includes (i) 639 RSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (ii) 1,495 RPSRs granted under the 2011 LTISP on 11/1/23 with a measurement period ending on 12/31/25; (iii) 2,352 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iv) 1,399 RPSRs granted under the 2024 LTISP on 7/31/24 with a measurement period ending on 12/31/26; and (v) 5,355 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27.
Shares issued upon vesting of RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25.