Was James S. Turley’s Northrop Grumman (NOC) share award an open-market purchase or a grant?

The transaction was a grant of 349 shares classified as a “grant, award, or other acquisition.” It was made under the 2024 Long-Term Incentive Stock Plan, exempt from Section 16(b) under Rule 16b-3, and not an open-market stock purchase.

Northrop Grumman (NOC) director granted 349 stock units under incentive plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Turley James S reported acquisition or exercise transactions in this Form 4 filing.

Northrop Grumman director James S. Turley received an award of 349 shares of Common Stock valued at $552.17 per share. The shares were 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, Turley holds a total of 6,738 shares, including 635 shares of common stock and 6,103 shares of common stock equivalents, including dividends, in stock unit accounts under the company’s current and 2011 long-term incentive stock plans.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Turley James S

Role null

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

Holdings After Transaction: Common Stock — 6,738 shares (Direct, null)

Footnotes (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) 635 shares of common stock; and (ii) 6,103 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

Shares granted: 349 shares Grant value per share: $552.17 per share Total holdings after transaction: 6,738 shares +2 more

5 metrics

Shares granted 349 shares Award under 2024 Long-Term Incentive Stock Plan

Grant value per share $552.17 per share Value used for the 349-share award

Total holdings after transaction 6,738 shares Total Northrop Grumman holdings following the grant

Direct common stock 635 shares Common stock held after the transaction

Stock units in plan accounts 6,103 shares Share-equivalents, including dividends, in stock unit accounts

Key Terms

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

5 terms

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.

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"

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.

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

"not reportable under Rule 16a-11"

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 03:28 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^*

Turley James S

(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	6,738⁽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) 635 shares of common stock; and (ii) 6,103 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

FAQ

What insider transaction did Northrop Grumman (NOC) director James S. Turley report?

James S. Turley reported receiving an award of 349 Northrop Grumman common shares. These shares were deferred into a stock unit account under the company’s 2024 Long-Term Incentive Stock Plan as a compensation-related grant exempt from Section 16(b) under Rule 16b-3.

At what value were the new Northrop Grumman (NOC) shares awarded to James S. Turley?

The 349 awarded shares for James S. Turley were valued at $552.17 per share. This reflects the grant price used for the compensation award, with the shares credited to a stock unit account rather than acquired through an open-market purchase.

How many Northrop Grumman (NOC) shares does James S. Turley hold after this transaction?

After the transaction, James S. Turley holds 6,738 Northrop Grumman shares in total. This includes 635 shares of common stock and 6,103 share-equivalents, including dividends, held in stock unit accounts under the company’s long-term incentive plans.

How are the new Northrop Grumman (NOC) shares for James S. Turley held?

The 349 new shares were deferred into a stock unit account pursuant to the 2024 Long-Term Incentive Stock Plan. Together with earlier awards, Turley’s holdings now include stock units that track common stock value and include dividends credited within the plan accounts.