ROEDER ROSHAN S 4

Accession 0001628280-25-006862

CIK 0001133421other

View on SEC.gov Company Profile

Filed

Feb 19, 7:00 PM ET

Accepted

Feb 20, 5:17 PM ET

Size

21.9 KB

Accession

0001628280-25-006862

Insider Transaction Report

Form 4

Period: 2025-02-18

NORTHROP GRUMMAN CORP /DE/NOC

ROEDER ROSHAN S

CVP & Pres. Mission Systems

Transactions

Exercise/Conversion
Common Stock
2025-02-18+292→ 1,413.91 total
Exercise/Conversion
Common Stock
2025-02-18+684.8→ 1,350.91 total
Tax Payment
Common Stock
2025-02-18$441.36/sh−229$101,071→ 1,121.91 total
Tax Payment
Common Stock
2025-02-18$441.36/sh−104$45,901→ 1,309.91 total
Award
Restricted Performance Stock Rights
2025-02-18+5,399.8→ 15,548.8 total
→ Common Stock (5,399.8 underlying)
Award
Restricted Stock Rights
2025-02-18+2,456→ 7,449 total
→ Common Stock (2,456 underlying)
Exercise/Conversion
Restricted Performance Stock Rights
2025-02-18−684.8→ 14,864 total
→ Common Stock (684.8 underlying)
Exercise/Conversion
Restricted Stock Rights
2025-02-18−292→ 7,157 total
→ Common Stock (292 underlying)

Holdings

Common Stock
(indirect: Held in Northrop Grumman Savings Plan)
107.717
Common Stock
(indirect: By Spouse)
3.036

Footnotes (10)

[F1]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.
[F10]Shares issued upon vesting of RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25.
[F2]Held by reporting person's spouse in the Plan, as of 2/18/25.
[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) 4,376 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (iii) 5,133 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iv) 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) 2,017 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (iIi) 328 RSRs granted under the 2011 LTISP on 12/5/23 that will vest on 12/5/25; (iv) 2,356 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; and (v) 2,456 RSRs granted under 2024 LTISP on 2/18/25 that will vest on 2/18/28.
[F9]Total amount includes (i) 4,376 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (ii) 5,133 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; and (iii) 5,355 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27.

Documents

1 file

4
wk-form4_1740089867.xmlPrimary
FORM 4

Issuer

NORTHROP GRUMMAN CORP /DE/

CIK 0001133421

→

Entity typeother

Related Parties

filerCIK 0001950117

Filing Metadata

Form type: 4
Filed: Feb 19, 7:00 PM ET
Accepted: Feb 20, 5:17 PM ET
Size: 21.9 KB

View on SEC.gov