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

Northrop Grumman (NOC) director awarded 349 stock units at $552.17

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

Rhea-AI Filing Summary

SCHOEWE THOMAS M reported acquisition or exercise transactions in this Form 4 filing.

Northrop Grumman Corp. director Thomas M. Schoewe received an award of 349 shares of common stock-equivalent units on May 20, 2026. The grant was priced at $552.17 per share and was made under the Northrop Grumman 2024 Long-Term Incentive Stock Plan in a transaction exempt under Rule 16b-3.

After this award, Schoewe’s holdings total 16,737 share equivalents, including 3,160 shares of common stock and 13,577 stock units (with dividends) held in plan-related stock unit accounts.

Positive

  • None.

Negative

  • None.
Insider SCHOEWE THOMAS M
Role null
Type Security Shares Price Value
Grant/Award Common Stock 349 $552.17 $193K
Holdings After Transaction: Common Stock — 16,737 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. Amount includes (i) 3,160 shares of common stock; and (ii) 13,577 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.
Awarded shares 349 shares Grant under 2024 Long-Term Incentive Stock Plan on May 20, 2026
Grant price $552.17 per share Value assigned to the 349-share award
Total holdings after transaction 16,737 share equivalents Reported total following this award
Common stock held 3,160 shares Portion of total held as common stock
Stock units held 13,577 stock units Includes dividends in stock unit accounts under incentive plans
stock unit account financial
"shares of common stock deferred into a stock unit account pursuant to the Northrop Grumman 2024 Long-Term Incentive Stock Plan"
Northrop Grumman 2024 Long-Term Incentive Stock Plan financial
"pursuant to the Northrop Grumman 2024 Long-Term Incentive Stock Plan (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.
Long-Term Incentive Stock Plan financial
"held in a stock unit account pursuant to the Plan and the Northrop Grumman 2011 Long-Term Incentive Stock 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.
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*
SCHOEWE THOMAS M
(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$552.1716,737(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. Amount includes (i) 3,160 shares of common stock; and (ii) 13,577 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Northrop Grumman (NOC) director Thomas Schoewe report?

Thomas M. Schoewe reported receiving 349 share equivalents of Northrop Grumman common stock. The award was granted under the 2024 Long-Term Incentive Stock Plan and recorded at $552.17 per share, increasing his total reported holdings to 16,737 share equivalents.

Was Thomas Schoewe’s Northrop Grumman (NOC) transaction a market purchase or a stock award?

The transaction was a stock award, not a market purchase. Schoewe received 349 share equivalents as a grant under Northrop Grumman’s 2024 Long-Term Incentive Stock Plan in a transaction categorized as a grant, award, or other acquisition.

How many Northrop Grumman (NOC) shares does Thomas Schoewe hold after this Form 4 filing?

After the reported award, Thomas Schoewe holds 16,737 share equivalents. This total includes 3,160 shares of common stock and 13,577 stock units, including dividends, held in stock unit accounts under the company’s long-term incentive plans.

At what price was Thomas Schoewe’s Northrop Grumman (NOC) stock award recorded?

The 349-share-equivalent award to Thomas Schoewe was recorded at $552.17 per share. This price reflects the value assigned for the grant under Northrop Grumman’s 2024 Long-Term Incentive Stock Plan, as disclosed in the Form 4 filing.

What plans govern Thomas Schoewe’s Northrop Grumman (NOC) stock units?

Schoewe’s stock units are held under the Northrop Grumman 2024 Long-Term Incentive Stock Plan and the 2011 Long-Term Incentive Stock Plan. These plans allow deferral of common stock into stock unit accounts, with related dividends also accruing as additional exempt stock units.