Northrop Grumman director granted 349 share units

WELSH MARK A III reported acquisition or exercise transactions in this Form 4 filing.

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Form Type

Rhea-AI Filing Summary

WELSH MARK A III reported acquisition or exercise transactions in this Form 4 filing.

Northrop Grumman director Mark A. Welsh III received a grant of 349 shares of common stock on May 20, 2026. The award was priced at $552.17 per share and was deferred into a stock unit account under the Northrop Grumman 2024 Long-Term Incentive Stock Plan in a transaction exempt under Rule 16b-3.

After this award, he beneficially holds 4,470 shares and stock units in total, including 488 shares of common stock and 3,982 shares of common stock equivalents, including dividends, in stock unit accounts under the company’s long-term incentive plans.

Insider Trade Summary

Grant/Award: 349 shares

Grant/Award 1 txn

Insider WELSH MARK A III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	349	$552.17	$193K

Holdings After Transaction: Common Stock — 4,470 shares (Direct)

Footnotes (2)

F1. 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.
F2. Amount includes (i) 488 shares of common stock; and (ii) 3,982 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.

Key Figures

Awarded shares: 349 shares Grant price: $552.17 per share Total holdings after grant: 4,470 shares/units +2 more

5 metrics

Awarded shares 349 shares Common stock grant on May 20, 2026

Grant price $552.17 per share Value used for the stock award

Total holdings after grant 4,470 shares/units Beneficial ownership following the transaction

Direct common stock 488 shares Common stock held outside stock unit accounts

Stock units including dividends 3,982 share units Held in stock unit accounts under long-term incentive plans

Key Terms

stock unit account, Northrop Grumman 2024 Long-Term Incentive Stock Plan, Rule 16b-3, Section 16, +1 more

5 terms

stock unit account financial

"held in a stock unit account pursuant to the Plan and the Northrop Grumman 2011 Long-Term Incentive Stock Plan"

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"

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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Northrop Grumman (NOC) director Mark A. Welsh III report?

Mark A. Welsh III reported receiving 349 shares of Northrop Grumman common stock as a grant. The shares were credited to a stock unit account under the company’s 2024 Long-Term Incentive Stock Plan in a transaction exempt from short-swing profit rules under SEC Rule 16b-3.

Was the Northrop Grumman (NOC) Form 4 transaction an open-market stock purchase?

No, the transaction was a grant, not an open-market purchase. The Form 4 shows an "A" code for award acquisition, with 349 shares deferred into a stock unit account pursuant to Northrop Grumman’s 2024 Long-Term Incentive Stock Plan, exempt under SEC Rule 16b-3.

How many Northrop Grumman (NOC) shares does Mark A. Welsh III hold after this Form 4 transaction?

Following the grant, Mark A. Welsh III beneficially holds 4,470 shares and stock units. This includes 488 shares of common stock and 3,982 shares of common stock equivalents, including dividends, held in stock unit accounts under the company’s long-term incentive stock plans.

What is the Northrop Grumman 2024 Long-Term Incentive Stock Plan mentioned in the Form 4?

The 2024 Long-Term Incentive Stock Plan is Northrop Grumman’s equity compensation program. Under this plan, Mark A. Welsh III received 349 shares deferred into a stock unit account, and certain transactions under it are exempt from Section 16 short-swing profit rules via SEC Rule 16b-3.

At what price was the Northrop Grumman (NOC) stock grant to Mark A. Welsh III valued?

The reported grant of 349 Northrop Grumman common shares to Mark A. Welsh III was valued at $552.17 per share. This price is used in the Form 4 reporting for the award acquisition, which was credited to his stock unit account under the company’s long-term incentive plan.

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Accepted by SEC EDGAR 05/21/2026 - 03:29 PM

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

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^*

WELSH MARK A III

(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)

X	Director	10% 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)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/20/2026		A⁽¹⁾		349⁽¹⁾	A	$552.17	4,470⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. Amount includes (i) 488 shares of common stock; and (ii) 3,982 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-Fact	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR