Item 5. Other Information
Item 5. Other Information
Consistent with Item 408 of Regulation S-K, the following table reflects Rule 10b5-1 trading arrangements and non-Rule 10b5-1 trading arrangements (as defined in Item 408) entered into by any director or officer (as defined in Rule 16a-1(f) of the Exchange Act) during the quarter ended March 31, 2024.
-30-
Table of Contents
NORTHROP GRUMMAN CORPORATION
Name
(Title) Type of Trading Arrangement Date of Adoption
Expiration Date of Trading Arrangement
Aggregate Number of Securities to Be Purchased or Sold
Thomas H. Jones
Rule 10b5-1 Trading Arrangement March 7, 2024 Until March 5, 2025 or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution) or the occurrence of such other termination events as specified in the plan.
Sale of 4,167 shares of common stock
Gift of 731 shares of common stock
(Corporate Vice President and President, Aeronautics Systems)
Roshan S. Roeder
Rule 10b5-1 Trading Arrangement February 16, 2024 Until February 14, 2025 or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution) or the occurrence of such other termination events as specified in the plan.
Sale of 799.58 shares of common stock
(Corporate Vice President and President, Defense Systems)
Kathryn G. Simpson
Rule 10b5-1 Trading Arrangement
March 5, 2024 Until March 5, 2025 or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution) or the occurrence of such other termination events as specified in the plan.
Sale of 889 shares of common stock
Sale of shares to be received upon payout of 2022 RPSRs and RSRs (1)
(Corporate Vice President and General Counsel)
(1) The aggregate number of shares to be sold will depend, in part, on future company performance.
-31-
Table of Contents
NORTHROP GRUMMAN CORPORATION
Item 6. Exhibits
4.1
Twelfth Supplemental Indenture, dated as of January 31, 2024, between Northrop Grumman Corporation and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Trustee, to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4.1 to Form 8-K filed January 31, 2024, File No. 001-16411)
4.2
F orm of 4.600% Senior Note due 2029 (included in Exhibit 4.1) (inc orporated by reference to Exhibit 4.2 to Form 8-K filed January 31, 2024, File No. 001-16411)
4.3
F orm of 4.900% Senior N ote due 20 34 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.3 to Form 8-K filed January 31, 2024, File No. 001-16411)
4.4
F orm of 5.200% Senior Note due 2054 (included in Exhibit 4.1) (incorporate d by reference to Exh ibit 4.4 to Form 8-K filed January 31, 2024, File No. 001-16411)
*+10.1
202 4 Restricted Stock Rights Grant Agreement Specifying Terms and Conditions Applicable to 202 4 Restricted Stock Rights Granted under the 2011 Long-Term Incentive Stock Plan
*+10.2
2024 Restricted Performance Stock Rights Grant Agreement Specifying Terms and Conditions Applicable to 202 4 Restricted Performance Stock Rights Granted under the 2011 Long-Term Incentive Stock Plan
*+10.3
Northrop Grumman 2006 Annual Incentive Plan and Incentive Compensation Plan, as amended and restated effective January 1, 2024
*15 Letter from Independent Registered Public Accounting Firm
*31.1 Certification of Kathy J. Warden pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2 Certification of David F. Keffer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
**32.1 Certification of Kathy J. Warden pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**32.2 Certification of David F. Keffer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*101 Northrop Grumman Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted as inline XBRL (Extensible Business Reporting Language): (i) the Cover Page, (ii) Condensed Consolidated Statements of Earnings and Comprehensive Income, (iii) Condensed Consolidated Statements of Financial Position, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Changes in Shareholders’ Equity, and (vi) Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed with this report
** Furnished with this report
+ Management contract or compensatory plan or arrangement
-32-
Table of Contents
NORTHROP GRUMMAN CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NORTHROP GRUMMAN CORPORATION
(Registrant)
By:
/s/ Michael A. Hardesty
Michael A. Hardesty
Corporate Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
Date: April 24, 2024
-33-