NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2021

Dec 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2021-12-06

Reporting Person: Caylor Mark A (CVP & Pres, Mission Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-06	Common Stock	M	1655	—	Acquired	14646.15	Direct
2021-12-06	Common Stock	F	800	$363.96	Disposed	13846.15	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-06	Restricted Stock Rights	$	M	1655	Disposed		Common Stock (1655.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	36.9212	Indirect

Footnotes

F1: In accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), because the third anniversary of the grant (December 4, 2021) fell on a weekend, the award shares vested on December 6, 2021, the next business day. The vested award shares were valued based on the Company's closing stock price on December 6, 2021. The shares were distributed into the participant's account on December 7, 2021.

F2: Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 12/4/2018 that vested on 12/6/2021.

F3: Held in the Northrop Grumman Savings Plan (the Plan), a qualified defined contribution plan, as of December 6, 2021. 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.

F4: Each RSR represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock.