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Filing Details

Accession Number:: 0001628280-25-006864
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-02-20 17:18:48
Reporting Period:: 2025-02-18

Filing Date:: 2025-02-20
Accepted Time:: 2025-02-20 17:18:48
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
1986485	G Kathryn Simpson	2980 Fairview Park Drive Falls Church VA 22042	Corp Vp & General Counsel	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	1,097	$0.00	2,764	No	4	M	Direct
Common Stock	Disposition	2025-02-18	366	$441.36	2,398	No	4	F	Direct
Common Stock	Acquisiton	2025-02-18	468	$0.00	2,866	No	4	M	Direct
Common Stock	Disposition	2025-02-18	163	$441.36	2,703	No	4	F	Direct
Common Stock	Disposition	2025-02-18	889	$445.35	1,814	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	4,356	$0.00	4,356	$0.00
Common Stock	Restricted Stock Rights	Acquisiton	2025-02-18	1,965	$0.00	1,965	$0.00
Common Stock	Restricted Performance Stock Rights	Disposition	2025-02-18	1,097	$0.00	1,097	$0.00
Common Stock	Restricted Stock Rights	Disposition	2025-02-18	468	$0.00	468	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
10,057	No	4	A	Direct
4,552	No	4	A	Direct
8,960	No	4	M	Direct
4,084	No	4	M	Direct

Footnotes

The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2024.
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) 71.75 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) 4,284 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 1,096.75 shares were issued in settlement of the 2022 RPSRs with a measurement period that ended 12/31/24, and the target award amount of 1,025 RPSRs was previously reported in connection with the grant of the 2022 RPSRs.
Total amount includes (i) 1,096.75 vested RPSRs granted under the 2011 LTISP on 2/15/22 with a measurement period ended on 12/31/24; (ii) 902 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (iii) 3,774 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iv) 4,284 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) 468 RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25; (ii) 387 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (iii) 1,732 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; and (iv) 1,965 RSRs granted under 2024 LTISP on 2/18/25 that will vest on 2/18/28.
Total amount includes (i) 902 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (ii) 3,774 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iii) 4,284 RPSRs granted under the 2024 LITSP on 2/15/25 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.