Mark A. Caylor - Feb 14, 2024 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: CVP & Pres, Mission Systems
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol: NOC
Transactions as of: Feb 14, 2024
Transactions value $: -$2,129,185
Form type: 4
Date filed: 2/16/2024, 02:00 PM
Previous filing: Nov 8, 2023
Next filing: Feb 21, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOC	Common Stock	Options Exercise	$0	+10.2K	+78.95%	$0.00	23.1K	Feb 14, 2024	Direct
transaction	NOC	Common Stock	Tax liability	-$2.13M	-4.77K	-20.66%	$446.37	18.3K	Feb 14, 2024	Direct
holding	NOC	Common Stock						38	Feb 14, 2024	Held in Northrop Grumman Saving Plan	F1

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	+2.36K	+29.85%	$0.00	10.2K	Feb 14, 2024	Common Stock	2.36K		Direct	F2
transaction	NOC	Restricted Performance Stock Rights	Award	$0	+8.09K	+46.86%	$0.00	25.4K	Feb 14, 2024	Common Stock	8.09K		Direct	F3, F4
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-10.2K	-40.15%	$0.00	15.2K	Feb 14, 2024	Common Stock	10.2K		Direct	F3

* 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 2/14/24. 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	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 2/14/24 and will vest on 2/14/27.
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) 2,961.43 vested RPSRs with respect to the measurement period ended 12/31/23 acquired due to settlement of the RPSRs granted under the LTISP on 2/16/21 that resulted in settlement at 141% of the target award; and (ii) 5,133 unvested RPSRs granted under the LTISP on 2/14/24 with a measurement period ending on 12/31/26. A total of 10,148.43 shares were issued in settlement of the 2021 RPSRs with a measurement period that ended 12/31/23, and the target award amount of 7,223 RPSRs was previously reported in connection with the grant of the 2021 RPSRs.