Kathy J. Warden - Feb 16, 2023 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 16, 2023
Transactions value $: -$7,660,592
Form type: 4
Date filed: 2/21/2023, 03:56 PM
Previous filing: Feb 15, 2023
Next filing: May 31, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOC	Common Stock	Options Exercise	$0	+36.5K	+25.85%	$0.00	178K	Feb 16, 2023	Direct
transaction	NOC	Common Stock	Tax liability	-$7.66M	-16.5K	-9.26%	$465.35	161K	Feb 16, 2023	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 Stock Rights	Award	$0	+10.8K	+40.68%	$0.00	37.2K	Feb 16, 2023	Common Stock	10.8K		Direct	F1
transaction	NOC	Restricted Performance Stock Rights	Award	$0	+32.8K	+38.55%	$0.00	118K	Feb 16, 2023	Common Stock	32.8K		Direct	F2, F3
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-36.5K	-30.96%	$0.00	81.4K	Feb 16, 2023	Common Stock	36.5K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 Long-Term Incentive Stock Plan ("LTISP") on 2/16/23 and will vest on 2/17/26.
F2	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).
F3	The RPSRs acquired include (i) 9,462.95 vested RPSRs with respect to the measurement period ended 12/31/22 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/12/20 that resulted in settlement at 135% of the target award; and (ii) 23,342 unvested RPSRs granted under the LTISP on 2/16/23 with a measurement period ending on 12/31/25. A total of 36,499.95 shares were issued in settlement of the 2020 RPSRs with a measurement period that ended 12/31/22, and the target award amount of 27,037 RPSRs was previously reported in connection with the grant of the 2020 RPSRs.