Northrop Grumman (NOC) director awarded 349-share stock grant under incentive plan

Rhea-AI Filing Summary

Northrop Grumman director Gary Roughead received an equity award of 349 common shares, valued at $552.17 per share, as a grant under the company’s long-term incentive plan. After this award, he directly holds 12,210 common shares. The shares were deferred into a stock unit account under Northrop Grumman’s 2024 Long-Term Incentive Stock Plan and are treated as an acquisition exempt from short-swing profit rules. Footnotes note that additional stock units, including dividend equivalents under current and prior long-term incentive plans, are maintained in this account but were not part of this new grant.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ROUGHEAD GARY

Role null

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

Holdings After Transaction: Common Stock — 12,210 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.

Key Figures

Shares granted: 349 shares Grant price per share: $552.17 per share Shares held after grant: 12,210 shares +1 more

4 metrics

Shares granted 349 shares Equity grant on 2026-05-20

Grant price per share $552.17 per share Recorded value for award

Shares held after grant 12,210 shares Direct ownership after transaction

Transaction code A (grant/award acquisition) Non-derivative common stock

Key Terms

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

4 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.

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"

Long-Term Incentive Stock Plan financial

"pursuant to the Northrop Grumman 2024 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 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^*

ROUGHEAD GARY

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/20/2026		A(1)		349(1)	A	$552.17	12,210(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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-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)

FAQ

What did Northrop Grumman (NOC) director Gary Roughead report on this Form 4?

Director Gary Roughead reported receiving 349 shares of Northrop Grumman common stock as an equity grant. The award was made under the company’s long-term incentive plan and is treated as a non-market acquisition rather than an open-market purchase.

At what price was Gary Roughead’s Northrop Grumman stock award recorded?

The 349-share award to Gary Roughead was recorded at $552.17 per share. This reflects the value used for the grant under Northrop Grumman’s long-term incentive plan, not a discretionary open-market trade by the director.

How many Northrop Grumman shares does Gary Roughead hold after this transaction?

Following the grant, Gary Roughead directly holds 12,210 shares of Northrop Grumman common stock. This figure includes the newly awarded 349 shares reported on the Form 4 and represents his direct ownership position after the transaction.

What plan governs Gary Roughead’s Northrop Grumman stock unit award?

The award was made pursuant to the Northrop Grumman 2024 Long-Term Incentive Stock Plan. Footnotes indicate these shares are deferred into a stock unit account, alongside units and dividends from the company’s 2011 Long-Term Incentive Stock Plan.

Was Gary Roughead’s Northrop Grumman equity grant a routine compensation event?

The filing classifies the transaction as a grant, award, or other acquisition of stock, exempt under Rule 16b-3. This indicates it is a routine compensation-related equity award under Northrop Grumman’s long-term incentive plans, not an open-market share purchase or sale.