NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2023

Feb 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2023-02-16

Reporting Person: Ryan Lucy C (Corp VP, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-16	Common Stock	M	1622.70	—	Acquired	5186.14	Direct
2023-02-16	Common Stock	F	489	$465.35	Disposed	4697.14	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-16	Restricted Stock Rights	$	A	403	Acquired		Common Stock (403.0)	Direct
2023-02-16	Restricted Performance Stock Rights	$	A	1296.70	Acquired		Common Stock (1296.7)	Direct
2023-02-16	Restricted Performance Stock Rights	$	M	1622.70	Disposed		Common Stock (1622.7)	Direct

Footnotes

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) 420.70 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) 876 unvested RPSRs granted under the LTISP on 2/16/23 with a measurement period ending on 12/31/25. A total of 1,622.70 shares were issued in settlement of the 2020 RPSRs with a measurement period that ended 12/31/22, and the target award amount of 1,202 RPSRs was previously reported in connection with the grant of the 2020 RPSRs.