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

Nov 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2021-11-01

Reporting Person: Addison Ann M (Corp VP & Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-01	Common Stock	M	891	—	Acquired	4595.80	Direct
2021-11-01	Common Stock	F	402	$354.85	Disposed	4193.80	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-01	Restricted Stock Rights	$	M	891	Disposed		Common Stock (891.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	188.1855	Indirect

Footnotes

F1: In accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), because the third anniversary of the grant (October 30, 2021) fell on a weekend, the award shares vested on November 1, 2021, the next business day. The vested award shares were valued based on the Company's closing stock price on November 1, 2021. The shares will be distributed into the participant's account on November 2, 2021.

F2: Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 10/31/2018 that vested on 11/1/2021.

F3: Held in the Northrop Grumman Savings Plan (the Plan), a qualified defined contribution plan, as of November 1, 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 Restricted Stock Right (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.