Northrop Grumman (NOC) director reports 81-share stock unit acquisition

Rhea-AI Filing Summary

Northrop Grumman reported an equity transaction by a company director. On 12/31/2025, the director acquired 81 shares of Northrop Grumman common stock at $570.21 per share. These shares were deferred into a stock unit account under the company’s 2024 Long-Term Incentive Stock Plan in a transaction that is exempt under Rule 16b-3.

Following this transaction, the director beneficially owned 10,963 shares of common stock in the stock unit account, which includes dividends credited under the plan. Dividends earned on these stock units were exempt from Section 16 reporting and therefore were not required to be reported as separate transactions.

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).

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^*

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)
12/31/2025

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	12/31/2025		A		81(1)	A	$570.21	10,963(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	01/05/2026
	** 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.

FAQ

What insider transaction did Northrop Grumman (NOC) report in this filing?

The filing reports that a director acquired 81 shares of Northrop Grumman common stock on 12/31/2025, deferred into a stock unit account under the company’s 2024 Long-Term Incentive Stock Plan at a price of $570.21 per share.

How many Northrop Grumman (NOC) shares does the director own after this transaction?

After the reported transaction, the director beneficially owned 10,963 shares of Northrop Grumman common stock in a stock unit account established under the company’s long-term incentive plan.

What plan governed the director’s stock acquisition at Northrop Grumman (NOC)?

The shares were deferred into a stock unit account pursuant to the Northrop Grumman 2024 Long-Term Incentive Stock Plan, referred to as the “Plan” in the disclosure.

Was the Northrop Grumman (NOC) insider transaction exempt under SEC rules?

Yes. The transaction is described as exempt under Rule 16b-3, which generally covers certain issuer-approved transactions under employee or director compensation plans.

How are dividends on the stock units treated for the Northrop Grumman (NOC) director?

Dividends earned on shares held in the stock unit account are included in the 10,963 share total but were exempt from Section 16 and not reportable under Rule 16a-11.

Is the ownership reported by the Northrop Grumman (NOC) director direct or indirect?

The 10,963 shares of common stock beneficially owned following the transaction are reported as direct ownership.