Northrop Grumman (NOC) officer exercises 328 RSRs and reports new share holdings

Rhea-AI Filing Summary

Northrop Grumman (NOC) executive reports stock transactions from restricted awards. On December 5, 2025, the company’s CVP & President, Mission Systems, exercised 328 Restricted Stock Rights, receiving the same number of common shares at an exercise price of $0. On the same date, 159 common shares were disposed of in a transaction coded “F,” reflecting shares withheld at a price of $548.97 per share, typically for tax purposes, leaving 646.91 common shares held directly afterward.

The reporting person also holds 114.1536 common shares indirectly through the Northrop Grumman Savings Plan as of December 5, 2025, where amounts are tracked using unit accounting. After the vesting and exercise activity, 6,829 Restricted Stock Rights remain beneficially owned as derivative securities, each representing a contingent right to receive one share of Northrop Grumman common stock or, at the issuer’s election, cash or a combination of cash and stock.

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^*

ROEDER ROSHAN S

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CVP & Pres. Mission Systems

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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	12/05/2025		M		328	A	$0	646.91	D
Common Stock	12/05/2025		F		159	D	$548.97	487.91	D
Common Stock								114.1536	I	Held in Northrop Grumman Savings Plan(1)

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
Restricted Stock Rights	(2)	12/05/2025		M			328	(2)	(3)	Common Stock	328	$0	6,829	D

Explanation of Responses:

1. Held in the Northrop Grumman Savings Plan (the "Plan"), a qualified defined contribution plan, as of December 5, 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.

2. 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.

3. Shares issued upon vesting of RSRs granted under the 2011 Long-Term Incentive Stock Plan on 12/5/23 that vested on 12/5/25.

Remarks:

	/s/ Jennifer C. McGarey, Attorney-in-Fact	12/08/2025
	** 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 insider transaction did Northrop Grumman (NOC) report on December 5, 2025?

Northrop Grumman reported that its CVP & President, Mission Systems, exercised 328 Restricted Stock Rights on December 5, 2025, receiving the same number of common shares at an exercise price of $0, and had 159 common shares withheld in a transaction coded “F” at $548.97 per share.

How many Northrop Grumman (NOC) common shares does the reporting person hold after the transactions?

Following the reported transactions on December 5, 2025, the reporting person beneficially owns 646.91 Northrop Grumman common shares directly and 114.1536 common shares indirectly through the Northrop Grumman Savings Plan.

What are the remaining derivative securities held by the Northrop Grumman (NOC) executive?

After the December 5, 2025 activity, the executive beneficially owns 6,829 Restricted Stock Rights as derivative securities, each representing a contingent right to receive one share of Northrop Grumman common stock or, at the issuer’s election, cash or a combination of cash and common stock.

What does the “M” transaction code mean in this Northrop Grumman (NOC) Form 4?

In this Form 4, the “M” transaction code corresponds to the exercise or conversion of derivative securities, here reflecting the exercise of 328 Restricted Stock Rights into an equal number of Northrop Grumman common shares on December 5, 2025.

How are Northrop Grumman (NOC) shares held in the Savings Plan reported?

Shares held in the Northrop Grumman Savings Plan are reported as 114.1536 common shares as of December 5, 2025. The plan uses unit accounting, so the reported amount may change due to unit value movements even when no share acquisition or disposition occurs.

What is the role of the reporting person in Northrop Grumman (NOC)?

The reporting person is an officer of Northrop Grumman, serving as CVP & President, Mission Systems, and is required to report transactions in the company’s equity securities on Form 4.

Under which plan were the Restricted Stock Rights for the Northrop Grumman (NOC) executive granted?

The Restricted Stock Rights that vested and were exercised on December 5, 2025 were granted under Northrop Grumman’s 2011 Long-Term Incentive Stock Plan on December 5, 2023, and vested on December 5, 2025.