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

Rhea-AI Filing Summary

Marianne C. Brown, a director of Northrop Grumman Corporation (NOC), reported an internal acquisition on 09/30/2025. The Form 4 shows an acquisition of 76 shares of common stock deferred into a stock unit account under the Northrop Grumman 2024 Long-Term Incentive Stock Plan at a reported price of $609.32 per share. Following the transaction she beneficially owns 10,836 shares directly. The filing states the 76 shares represent a deferral into a stock unit account exempt under Rule 16b-3, and notes dividends in the stock unit account are exempt and not reportable under Rule 16a-11. The form was signed by an attorney-in-fact on 10/01/2025.

Insights

Financial Analyst

TL;DR: Routine insider deferral into company stock units; immaterial to valuation but confirms director participation in long-term incentives.

The Form 4 documents a non-derivative acquisition of 76 common shares deferred into a stock unit account under the 2024 Long-Term Incentive Stock Plan at $609.32 per share, increasing direct beneficial ownership to 10,836 shares. This is a plan-driven, Rule 16b-3-exempt transaction rather than an open-market purchase or sale, indicating compensation-related equity retention rather than a discretionary investment decision. The disclosure is procedural and aligns with typical executive/director compensation practices.

Corporate Governance Expert

TL;DR: Compliance-focused filing showing director used plan deferral; reflects standard governance and insider reporting.

The filing identifies Marianne C. Brown as a director and reports a deferral of compensation into stock units, exempt under Rule 16b-3, with dividends in the unit account not reportable under Rule 16a-11. The transaction type and explanatory remarks indicate adherence to equity plan mechanics and Section 16 reporting obligations. There are no indications of unusual trading patterns or governance concerns in this disclosure.

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

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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^*

Brown Marianne Catherine

(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		76(1)	A	$609.32	10,836(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 transaction did Marianne C. Brown report on the Form 4 for NOC?

The Form 4 reports an acquisition of 76 shares of Northrop Grumman common stock deferred into a stock unit account on 09/30/2025 at a reported price of $609.32 per share.

How many shares does Marianne C. Brown beneficially own after the reported transaction?

Following the transaction she beneficially owns 10,836 shares directly, as stated on the Form 4.

Why was this transaction exempt from Section 16 reporting requirements?

The filing states the shares were deferred into a stock unit account pursuant to the Northrop Grumman 2024 Long-Term Incentive Stock Plan and were exempt under Rule 16b-3.

Are dividends on the deferred shares reportable on this Form 4?

No; the Form 4 explains dividends earned on shares held in the stock unit account were exempt from Section 16 and not reportable under Rule 16a-11.

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.