[Form 4] NORTHROP GRUMMAN CORP /DE/ Insider Trading Activity

Rhea-AI Filing Summary

Krishna Arvind, a director of Northrop Grumman Corporation (NOC), reported a transaction dated 09/30/2025 on SEC Form 4. The filing shows 59 shares of common stock were acquired at a price of $609.32 by deferring shares into a stock unit account under the Northrop Grumman 2024 Long-Term Incentive Stock Plan, a transaction treated as exempt under Rule 16b-3. Following the transaction, the reporting person beneficially owned 2,184 shares in the stock unit account, which includes dividends credited to that account. The form was signed by an attorney-in-fact on behalf of the reporting person on 10/01/2025. The filing is a routine director stock deferral into a company long-term incentive plan.

Positive

• Director alignment with shareholders via deferral into the 2024 Long-Term Incentive Stock Plan
• Proper disclosure and use of Rule 16b-3 exemption for the transaction
• Beneficial ownership disclosed: 2,184 shares held in the stock unit account, including dividends

Negative

• None.

Insights

Financial Analyst

TL;DR Routine director deferral of equity into a company LTIP; transaction size is small relative to institutional holdings.

The 59-share deferral at $609.32 is a voluntary conversion of compensation into stock units under the 2024 Long-Term Incentive Stock Plan and is reported as exempt under Rule 16b-3. This action aligns the director's compensation with shareholder value through deferred equity ownership and preserves tax/timing features for the reporting person. The post-transaction beneficial ownership of 2,184 shares is disclosed, but the disclosed position appears immaterial to company capitalization.

Corporate Governance Expert

TL;DR Standard governance practice: director elects to defer compensation into equity; no governance red flags in the filing.

The filing documents a routine election to defer shares into a stock unit account pursuant to the companys 2024 LTIP, a common practice to enhance director-shareholder alignment. The transaction is properly reported and marked exempt under Rule 16b-3, indicating it follows company plan rules and Section 16 exemptions. There are no indications of related-party transfers, option exercises, or derivative transactions in this Form 4.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KRISHNA ARVIND

(Last) (First) (Middle)

2980 FAIRVIEW PARK DRIVE

(Street)

FALLS CHURCH VA 22042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHROP GRUMMAN CORP /DE/ [ NOC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2025		A(1)		59	A	$609.32	2,184(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of common stock deferred into a stock unit account pursuant to the Northrop Grumman 2024 Long-Term Incentive Stock Plan (the "Plan") in a transaction exempt pursuant to Rule 16b-3.

2. Represents shares of common stock, including dividends, held in a stock unit account pursuant to the Plan. Dividends earned on shares held in the stock unit account were exempt from Section 16 and not reportable under rule 16a-11.

Remarks:

	/s/ Jennifer C. McGarey, Attorney-in-Fact	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4 for NOC filed by Krishna Arvind report?

It reported the acquisition of 59 shares on 09/30/2025 deferred into a stock unit account under the 2024 Long-Term Incentive Stock Plan at $609.32 per share.

How many NOC shares does Krishna Arvind beneficially own after the transaction?

The filing reports 2,184 shares beneficially owned following the reported transaction, held in the stock unit account.

Why was the transaction exempt under Rule 16b-3?

The filing states the shares were deferred into a stock unit account pursuant to the companys 2024 LTIP, a transaction type exempt under Rule 16b-3 when conducted under a company plan.

Does this Form 4 show any derivative or option transactions?

No. Table II for derivative securities contains no entries; the filing reports only a non-derivative common stock deferral.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Jennifer C. McGarey, Attorney-in-Fact on 10/01/2025.