Crews Kenneth B. 4

Accession 0001628280-25-006853

CIK 0001133421other

View on SEC.gov Company Profile

Filed

Feb 19, 7:00 PM ET

Accepted

Feb 20, 5:13 PM ET

Size

21.3 KB

Accession

0001628280-25-006853

Insider Transaction Report

Form 4

Period: 2025-02-18

NORTHROP GRUMMAN CORP /DE/NOC

Crews Kenneth B.

CVP & Chief Financial Officer

Transactions

Exercise/Conversion
Restricted Performance Stock Rights
2025-02-18−593.85→ 8,558 total
→ Common Stock (593.85 underlying)
Exercise/Conversion
Restricted Stock Rights
2025-02-18−253→ 3,883 total
→ Common Stock (253 underlying)
Exercise/Conversion
Common Stock
2025-02-18+593.85→ 2,659.68 total
Tax Payment
Common Stock
2025-02-18$441.36/sh−184$81,210→ 2,475.68 total
Exercise/Conversion
Common Stock
2025-02-18+253→ 2,728.68 total
Tax Payment
Common Stock
2025-02-18$441.36/sh−84$37,074→ 2,644.68 total
Award
Restricted Performance Stock Rights
2025-02-18+4,628.85→ 9,151.85 total
→ Common Stock (4,628.85 underlying)
Award
Restricted Stock Rights
2025-02-18+2,105→ 4,136 total
→ Common Stock (2,105 underlying)

Holdings

Common Stock
(indirect: Held in the Northrop Grumman Savings Excess Plan)
84.449

Footnotes (9)

[F1]Held in the Northrop Grumman Savings Excess Plan (the "Plan"), as of February 18, 2025. 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 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) 38.85 vested RPSRs with respect to the measurement period ended 12/31/24 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("2011 LTISP") on 2/15/22 that resulted in settlement at 107% of the target award; and (ii) 4,590 unvested RPSRs granted under the 2024 Long-Term Incentive Stock Plan (the "2024 LTISP") on 2/18/25 with a measurement period ending on 12/31/27. A total of 593.85 shares were issued in settlement of the 2022 RPSRs with a measurement period that ended 12/31/24, and the target award amount of 555 RPSRs was previously reported in connection with the grant of the 2022 RPSRs.
[F4]Total amount includes (i) 593.85 vested RPSRs granted under the 2011 LTISP on 2/15/22 with a measurement period ended on 12/31/24; (ii) 542 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (iii) 627 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iv) 2,799 RPSRs granted under the 2024 LTISP on 7/31/24 with a measurement period ending 12/31/26; and (v) 4,590 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27.
[F5]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.
[F6]The RSRs were granted under the 2024 LTISP on 2/18/2025 and will vest on 2/18/2028.
[F7]Total amount includes (i) 253 RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25; (ii) 232 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (iii) 269 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (iv) 1,277 RSRs granted under the 2024 LTISP on 7/31/24 that will vest on 8/2/2027; and (v) 2,105 RSRs granted under 2024 LTISP on 2/18/25 that will vest on 2/18/28.
[F8]Total amount includes (i) 542 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (ii) 627 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iii) 2,799 RPSRs granted under the 2024 LTISP on 7/31/24 with a measurement period ending 12/31/26; and (iv) 4,590 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27.
[F9]Shares issued upon vesting of RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25.

Documents

1 file

4
wk-form4_1740089599.xmlPrimary
FORM 4

Issuer

NORTHROP GRUMMAN CORP /DE/

CIK 0001133421

→

Entity typeother

Related Parties

filerCIK 0002026642

Filing Metadata

Form type: 4
Filed: Feb 19, 7:00 PM ET
Accepted: Feb 20, 5:13 PM ET
Size: 21.3 KB

View on SEC.gov