Northrop Grumman director receives 349-share stock grant

KRISHNA ARVIND reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

KRISHNA ARVIND reported acquisition or exercise transactions in this Form 4 filing.

Northrop Grumman director Arvind Krishna received an award of 349 shares of common stock on May 20, 2026, at a reference price of $552.17 per share. The filing explains these shares were deferred into a stock unit account under Northrop Grumman’s 2024 Long-Term Incentive Stock Plan in a transaction exempt under Rule 16b-3. After this grant, Krishna directly holds 2,666 shares of common stock, including shares and dividends accumulated in stock unit accounts under the company’s long‑term incentive plans.

Insider Trade Summary

Grant/Award: 349 shares

Grant/Award 1 txn

Insider KRISHNA ARVIND

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	349	$552.17	$193K

Holdings After Transaction: Common Stock — 2,666 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Represents shares of common stock, including dividends, held in a stock unit account pursuant to the Plan and the Northrop Grumman 2011 Long-Term Incentive Stock Plan. Dividends earned on shares held in the stock unit account were exempt from Section 16 and not reportable under rule 16a-11.

Key Figures

Shares granted: 349 shares Grant price: $552.17 per share Post-transaction holdings: 2,666 shares

3 metrics

Shares granted 349 shares Common stock award on May 20, 2026

Grant price $552.17 per share Reference value for the 349-share award

Post-transaction holdings 2,666 shares Total common stock held directly after the grant

Key Terms

Rule 16b-3, Section 16, stock unit account, Long-Term Incentive Stock Plan

4 terms

Rule 16b-3 regulatory

"in a transaction exempt pursuant to Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Section 16 regulatory

"Dividends earned on shares held in the stock unit account were exempt from Section 16"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

stock unit account financial

"held in a stock unit account pursuant to the Plan"

Long-Term Incentive Stock Plan financial

"pursuant to the Northrop Grumman 2024 Long-Term Incentive Stock Plan"

A long-term incentive stock plan is a company program that pays key employees and executives with company shares or stock-based awards that become theirs only after meeting performance goals or staying with the company for several years. Think of it as a delayed bonus paid in stock that ties pay to future results; investors watch these plans because they influence executive behavior, can dilute existing shares, and affect reported costs and long-term shareholder value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Northrop Grumman (NOC) director Arvind Krishna report?

Arvind Krishna reported receiving 349 shares of Northrop Grumman common stock as an award. The shares were deferred into a stock unit account under the company’s 2024 Long-Term Incentive Stock Plan in a transaction categorized as a grant or other acquisition.

At what price were the Northrop Grumman (NOC) shares valued in Krishna’s Form 4 grant?

The 349 awarded Northrop Grumman shares were valued at $552.17 per share. This price serves as the reference value for the grant reported, reflecting the share value used for the stock unit deferral under the company’s long-term incentive plan.

How many Northrop Grumman (NOC) shares does Arvind Krishna hold after this transaction?

Following the reported grant, Arvind Krishna holds 2,666 shares of Northrop Grumman common stock directly. This total includes shares and dividends accumulated in stock unit accounts under the company’s 2024 and 2011 Long-Term Incentive Stock Plans, as described in the filing footnotes.

What plan governs the stock award reported by Northrop Grumman (NOC) director Arvind Krishna?

The stock award is governed by the Northrop Grumman 2024 Long-Term Incentive Stock Plan. The shares were deferred into a stock unit account under this plan, and the transaction is identified as exempt from certain Section 16 rules through Rule 16b-3 treatment.

Why is Arvind Krishna’s Northrop Grumman (NOC) stock grant described as exempt under Rule 16b-3?

The grant is described as exempt because it was made pursuant to the Northrop Grumman 2024 Long-Term Incentive Stock Plan. Rule 16b-3 provides exemptions for certain issuer-approved grants and awards, so this compensation-related transaction is not treated as a standard open-market trade.

How are dividends on Northrop Grumman (NOC) stock units treated in Krishna’s holdings?

The filing notes that Krishna’s stock unit account includes shares of common stock and dividends. Dividends earned on shares in the stock unit account were exempt from Section 16 and not reportable under Rule 16a-11, but they still contribute to his total reported stock unit holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 03:24 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KRISHNA ARVIND

(Last) (First) (Middle)

2980 FAIRVIEW PARK DRIVE

(Street)

FALLS CHURCH VIRGINIA 22042

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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

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

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

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	05/20/2026		A(1)		349(1)	A	$552.17	2,666(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 and the Northrop Grumman 2011 Long-Term Incentive Stock 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	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)