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

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Brown Marianne Catherine reported acquisition or exercise transactions in this Form 4 filing.

Northrop Grumman director Marianne Catherine Brown received an award of 91 shares of common stock, valued at $509.31 per share, as a compensation grant. The shares were deferred into a stock unit account under the company’s 2024 Long-Term Incentive Stock Plan in a transaction exempt under Rule 16b-3. After this award, she holds 11,558 shares of common stock, including dividends, in the stock unit account pursuant to the plan, reflecting a routine, non–open-market equity compensation event.

Positive

  • None.

Negative

  • None.
Insider Brown Marianne Catherine
Role null
Type Security Shares Price Value
Grant/Award Common Stock 91 $509.31 $46K
Holdings After Transaction: Common Stock — 11,558 shares (Direct, null)
Footnotes (1)
  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. 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.
Awarded shares 91 shares Grant of common stock deferred into stock unit account
Award price per share $509.31 per share Reporting value for the 91-share stock award
Total holdings after award 11,558 shares Common stock in stock unit account following the transaction
Acquire transactions 1 transaction Single grant/award acquisition reported in this Form 4
Net buy/sell shares 0 shares No open-market buying or selling; compensation grant only
Northrop Grumman 2024 Long-Term Incentive Stock Plan financial
"deferred into a stock unit account pursuant to the Northrop Grumman 2024 Long-Term Incentive Stock Plan"
stock unit account financial
"Represents shares of common stock deferred into a stock unit account pursuant to the Plan"
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.
Rule 16a-11 regulatory
"Dividends earned on shares held in the stock unit account were ... not reportable under rule 16a-11"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Brown Marianne Catherine
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/30/2026A91(1)A$509.3111,558(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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-Fact07/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Northrop Grumman (NOC) director Marianne Brown report in this Form 4?

Director Marianne Catherine Brown reported receiving an award of 91 shares of Northrop Grumman common stock. These shares were granted as equity compensation and deferred into a stock unit account under the company’s 2024 Long-Term Incentive Stock Plan.

Was Marianne Brown’s Northrop Grumman (NOC) transaction an open-market purchase or sale?

The transaction was not an open-market trade. It was a grant or award of 91 shares deferred into a stock unit account under Northrop Grumman’s 2024 Long-Term Incentive Stock Plan, exempt from normal trading rules under Rule 16b-3.

How many Northrop Grumman (NOC) shares does Marianne Brown hold after this award?

After the award, Marianne Catherine Brown holds 11,558 shares of Northrop Grumman common stock in a stock unit account. This total includes prior awards and dividends accumulated under the company’s long-term incentive stock plan.

What price was used for Marianne Brown’s Northrop Grumman (NOC) stock award?

The 91-share award was recorded at $509.31 per share. This price is used for reporting and valuation of the equity compensation, not as an indication of a market trade or purchase decision by the director.

What plan governs Marianne Brown’s Northrop Grumman (NOC) stock units?

Her stock units are held under the Northrop Grumman 2024 Long-Term Incentive Stock Plan. The plan allows directors to defer stock awards into a stock unit account, with certain transactions exempt under Rule 16b-3 and some dividends not reportable under Rule 16a-11.

Are dividends on Marianne Brown’s Northrop Grumman (NOC) stock units reported as separate Form 4 transactions?

Dividends on shares held in the stock unit account are not separately reported. The filing states that dividends earned on shares in the stock unit account were exempt from Section 16 and not reportable under Rule 16a-11.