4//SEC Filing
Davies Benjamin R. 4
Accession 0001628280-25-006856
CIK 0001133421other
Filed
Feb 19, 7:00 PM ET
Accepted
Feb 20, 5:14 PM ET
Size
23.1 KB
Accession
0001628280-25-006856
Insider Transaction Report
Form 4
Davies Benjamin R.
CVP & Pres. Defense Systems
Transactions
- Exercise/Conversion
Common Stock
2025-02-18+684.8→ 1,221.72 total - Tax Payment
Common Stock
2025-02-18$441.36/sh−220$97,099→ 1,001.72 total - Exercise/Conversion
Common Stock
2025-02-18+292→ 1,293.72 total - Tax Payment
Common Stock
2025-02-18$441.36/sh−100$44,136→ 1,193.72 total - Sale
Common Stock
2025-02-18$445.35/sh−293$130,488→ 900.72 total - Award
Restricted Performance Stock Rights
2025-02-18+5,399.8→ 11,924.8 total→ Common Stock (5,399.8 underlying) - Award
Restricted Stock Rights
2025-02-18+2,456→ 5,309 total→ Common Stock (2,456 underlying) - Exercise/Conversion
Restricted Performance Stock Rights
2025-02-18−684.8→ 11,240 total→ Common Stock (684.8 underlying) - Exercise/Conversion
Restricted Stock Rights
2025-02-18−292→ 5,017 total→ Common Stock (292 underlying)
Holdings
- 0.002(indirect: Held in Northrop Grumman Savings Plan)
Common Stock
Footnotes (10)
- [F1]The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 6, 2024.
- [F10]Shares issued upon vesting of RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25.
- [F2]Held in the Northrop Grumman Savings Plan (the "Plan"), a qualified defined contribution plan, as of February 18, 2025. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.
- [F3]Each Restricted Performance Stock Right ("RPSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
- [F4]The RPSRs acquired include (i) 44.80 vested RPSRs with respect to the measurement period ended 12/31/24 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("2011 LTISP") on 2/15/22 that resulted in settlement at 107% of the target award; and (ii) 5,355 unvested RPSRs granted under the 2024 Long-Term Incentive Stock Plan (the "2024 LTISP") on 2/18/25 with a measurement period ending on 12/31/27. A total of 684.80 shares were issued in settlement of the 2022 RPSRs with a measurement period that ended 12/31/24, and the target award amount of 640 RPSRs was previously reported in connection with the grant of the 2022 RPSRs.
- [F5]Total amount includes (i) 684.80 vested RPSRs granted under the 2011 LTISP on 2/15/22 with a measurement period ended on 12/31/24; (ii) 639 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (iii) 1,495 RPSRs granted under the 2011 LTISP on 11/1/23 with a measurement period ending on 12/31/25; (iv) 2,352 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (v) 1,399 RPSRs granted under the 2024 LTISP on 7/31/24 with a measurement period ending 12/31/26; and (vi) 5,355 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27.
- [F6]Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares in Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock.
- [F7]The RSRs were granted under the 2024 LTISP on 2/18/2025 and will vest on 2/18/2028.
- [F8]Total amount includes (i) 292 RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25; (ii) 274 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (iii) 641 RSRs granted under the 2011 LTISP on 11/1/23 that will vest on 11/2/26; (iv) 1,008 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (v) 638 RSRs granted under the 2024 LTISP on 7/31/24 that will vest on 8/2/27; and (vi) 2,456 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28.
- [F9]Total amount includes (i) 639 RSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (ii) 1,495 RPSRs granted under the 2011 LTISP on 11/1/23 with a measurement period ending on 12/31/25; (iii) 2,352 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iv) 1,399 RPSRs granted under the 2024 LTISP on 7/31/24 with a measurement period ending on 12/31/26; and (v) 5,355 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27.
Documents
Issuer
NORTHROP GRUMMAN CORP /DE/
CIK 0001133421
Entity typeother
Related Parties
1- filerCIK 0002026085
Filing Metadata
- Form type
- 4
- Filed
- Feb 19, 7:00 PM ET
- Accepted
- Feb 20, 5:14 PM ET
- Size
- 23.1 KB