STOCK TITAN

Northrop Grumman (NOC) director granted 349 stock units under long-term plan

Filing Impact
(Moderate)
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 a grant of 349 shares of common stock on May 20, 2026, as a compensation award. The 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 award, Brown directly holds a total of 11,415 shares of Northrop Grumman common stock, including shares and dividends held in stock unit accounts under the company’s long-term incentive plans.

Positive

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Insider Brown Marianne Catherine
Role null
Type Security Shares Price Value
Grant/Award Common Stock 349 $552.17 $193K
Holdings After Transaction: Common Stock — 11,415 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 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.
Shares granted 349 shares Common stock grant on May 20, 2026
Grant price per share $552.17 per share Recorded transaction price for the award
Shares held after transaction 11,415 shares Total direct holdings following the grant
Transaction code A Grant, award, or other acquisition of common stock
Rule exemption Rule 16b-3 Grant made under an exempt long-term incentive 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.
stock unit account financial
"held in a stock unit account pursuant to the Plan and the Northrop Grumman 2011 Long-Term Incentive Stock Plan."
Long-Term Incentive Stock Plan financial
"pursuant to the Northrop Grumman 2024 Long-Term Incentive Stock Plan (the "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.
deferred financial
"Represents shares of common stock deferred into a stock unit account pursuant to the Northrop Grumman 2024 Long-Term Incentive Stock Plan"
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)
05/20/2026
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 Stock05/20/2026A(1)349(1)A$552.1711,415(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 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-Fact05/21/2026
** 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)

FAQ

What insider transaction did Northrop Grumman (NOC) director Marianne Brown report?

Director Marianne Catherine Brown reported receiving 349 shares of Northrop Grumman common stock as a compensation grant. The shares were awarded under the company’s 2024 Long-Term Incentive Stock Plan and deferred into a stock unit account in a transaction exempt under Rule 16b-3.

Was Marianne Brown’s Northrop Grumman Form 4 transaction an open-market purchase?

No, Marianne Brown’s reported transaction was a grant of 349 shares, not an open-market purchase. The award was made under Northrop Grumman’s 2024 Long-Term Incentive Stock Plan and was classified as a grant, award, or other acquisition under Form 4 code A.

How many Northrop Grumman (NOC) shares does Marianne Brown hold after this Form 4?

Following the reported grant, Marianne Brown directly holds 11,415 shares of Northrop Grumman common stock. This total includes shares, and related dividends, held in stock unit accounts under the company’s long-term incentive stock plans, as disclosed in the Form 4 footnotes.

At what price was Marianne Brown’s Northrop Grumman stock award recorded?

The 349-share award to Marianne Brown was recorded at $552.17 per share. This figure reflects the transaction price per share used for the stock grant under the 2024 Long-Term Incentive Stock Plan, as shown in the Form 4 transaction details.

Under which plans were Marianne Brown’s Northrop Grumman stock units held?

The stock units are held under the Northrop Grumman 2024 Long-Term Incentive Stock Plan and the 2011 Long-Term Incentive Stock Plan. Footnotes explain that shares and related dividends are maintained in stock unit accounts established pursuant to these plans for deferred compensation.

Why is Marianne Brown’s Northrop Grumman stock award exempt from Section 16 rules?

The award is exempt from certain Section 16 rules because it was made pursuant to the Northrop Grumman 2024 Long-Term Incentive Stock Plan in a transaction exempt under Rule 16b-3. Footnotes also note that dividends on stock units were exempt from Section 16 and not reportable under Rule 16a-11.